ex10-3



Exhibit 10.3


TRANSITION SERVICES AGREEMENT


                  TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of February 13,
2001 (the “Effective Date”), by and between KPMG Consulting, Inc., a Delaware
corporation (“Consulting, Inc.”), KPMG Consulting, LLC, a Delaware limited
liability company (“LLC”), and KPMG LLP, a Delaware limited liability
partnership (“KPMG”) (Consulting, Inc. and LLC are referred to herein
collectively as “Consulting”; KPMG and Consulting are at times referred to
herein individually as a “Party” and collectively as the “Parties”).


W I T N E S S E T H


                  WHEREAS, KPMG, Consulting, Inc. and LLC entered into a Separation
Agreement dated as of December 29, 1999 (the “Separation Agreement”) providing
for the separation (the “Separation”) by KPMG of its management and information
technology consulting business from KPMG’s remaining businesses;


                  WHEREAS, prior to the Separation, certain Shared Services (as defined
below) were provided across the entire firm on a centralized basis;


                  WHEREAS, the Parties desire to (i) capitalize on the mutual investment
made in the infrastructure and national support capabilities to provide the
Shared Services without incurring duplicative capital costs; (ii) make
available to Consulting certain infrastructure, administrative and support
services in a manner and time frame that will support its operations following
the Separation; and (iii) provide a transition period during which Consulting
has the opportunity to build its own processing and infrastructure capabilities
or seek other third party providers;


                  WHEREAS, KPMG, Consulting, Inc. and LLC entered into an Outsourcing
Agreement dated as of January 31, 2000 (the “Original Agreement”) to provide
the Shared Services on a centralized basis, which Original Agreement shall
remain in effect until the earlier of an IPO or Change in Control (each as
defined herein); and


                  WHEREAS, KPMG, Consulting, Inc. and LLC desire to amend and restate the
terms of the provision of Shared Services contained in the Original Agreement
as further provided herein, such amendment and restatement to be effective only
upon the occurrence of the earlier of an IPO or Change in Control.


                  NOW, THEREFORE, subject to the terms, conditions, covenants and provisions
of this Agreement, KPMG and Consulting mutually covenant and agree as follows:


ARTICLE 1


SHARED SERVICES


                  1.01   Effectiveness; Shared Services. (a)   (i)   This Agreement shall
become effective upon the earlier to occur of (i) the consummation of an IPO,
or (ii) the consummation









of a Change in Control. Prior to the effectiveness of this Agreement, the
Original Agreement shall be in full force and effect.


                  (ii)   For the period of time commencing on the first day of the fiscal year
of KPMG in which an IPO or Change in Control occurs and ending on the date four
years from the date of an IPO or Change in Control, KPMG agrees to provide or
cause to be provided to Consulting, and Consulting agrees to receive from KPMG
and pay KPMG for, the infrastructure, administrative and support services
listed on Schedule A hereto (as the same may be modified from time to time in
writing pursuant to the terms of this Agreement, the “Shared Services”).


                  (iii)   The Shared Services to be provided and received hereunder shall be
categorized as either Basic Services or Added Services.


                  (b)   “Basic Services” are Shared Services which constitute basic
infrastructure, administrative and support services that Consulting requires to
effectively operate its business. The Basic Services to be provided and
received during the term of this Agreement are identified on Schedule A. The
costs of such services shall be allocated in the manner set forth on Schedule A
and paid by Consulting as provided in Section 2.03. No Basic Service may be
redesignated as a Added Service or other status unless all Parties agree to
such change in writing.


                  (c)   “Added Services” are Shared Services which constitute additional
infrastructure, administrative and support services that are specific to the
business needs of Consulting. The Added Services to be provided and received
during the term of this Agreement are identified on Schedule A. The costs of
such services shall be allocated in the manner set forth on Schedule A and paid
by Consulting as provided in Section 2.03. When acquiring new Added Services,
the Parties will enter into a work order that defines the project, the service
level and the pricing. Added Services being provided at the time this
Agreement becomes effective shall continue until written notice of termination
of such service pursuant to Section 7.02(c) is provided by Consulting to KPMG
or such service is otherwise terminated in accordance with the provisions of
this Agreement. No Added Service may be redesignated as a Basic Service or
other status unless all Parties agree to such change in writing.


                  (d)   “Change in Control” shall mean:


                  (i)   a sale or transfer to a non-affiliated third party of all or
substantially all of the assets of Consulting on a consolidated basis in any
transaction or series of related transactions;


                  (ii)   any merger, consolidation or reorganization to which Consulting is a
party, except for a merger, consolidation or reorganization in which Consulting
is the surviving corporation and, after giving effect to such merger,
consolidation or reorganization, the holders of Consulting’s outstanding equity
(on a fully diluted basis) immediately prior to the merger, consolidation or
reorganization will own in the aggregate immediately following the merger,
consolidation or reorganization Consulting’s outstanding equity (on a fully
diluted basis) either (i) having the ordinary voting power to elect a majority
of the members of Consulting’s Board of Directors to be elected by the holders
of Common Stock and any other class which votes together with the Common Stock
as a single class or (ii) representing at least 50% of the equity value of

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Consulting as reasonably determined by the Board of Directors; or


                  (iii)   any person or entity other than KPMG LLP or its affiliates acquires
beneficial ownership of 50% or more of the outstanding equity of Consulting
generally entitled to vote on the election of directors.


                  (e)   “IPO” shall mean the initial public offering of the common stock of
Consulting, Inc. registered under the Securities Act of 1933, as amended.


                  (f)   The Shared Services shall be provided by KPMG to Consulting with the
same degree of care used in performing the same or similar services for its own
account, with priority equal to that provided to its own businesses or those of
any of its affiliates, subsidiaries or divisions, or otherwise in accordance
with the policies and procedures followed by KPMG consistent with past practice
or as otherwise agreed to by the parties hereto.


                  (g)   In no event shall Consulting be entitled to increase its use of any of
the Basic Services above that level of use agreed to by the parties at the most
recent Annual Meeting (as hereinafter defined) without the prior written
consent of KPMG, which consent may be withheld by KPMG for any or no reason in
its sole and absolute discretion. KPMG shall not be required to provide to
Consulting levels of service that are above the ordinary levels which existed
prior to January 31, 2000, special studies, training, or the like or the
advantage of systems, equipment, facilities, training or improvements procured,
obtained or made after January 31, 2000 by KPMG, unless, in each case, the
Parties agree in writing.


                  (h)   KPMG shall provide Added Services to Consulting on the terms and
conditions described herein.


                  (i)   In addition to being subject to the terms and conditions of this
Agreement for the provision of the Shared Services, Consulting agrees that the
Shared Services provided by KPMG through third parties shall be subject to the
terms and conditions of any agreements between KPMG and such third parties.


                  (j)   Prior to or concurrently herewith, the Parties have entered into a
lease or sublease agreement in substantially the form of sublease agreement
attached hereto as Schedule B (each a “Sublease” and collectively, the
“Subleases”) with respect to each office space occupied by Consulting as of
January 31, 2000, with modifications to the form of sublease agreement as may
be necessary in order to comply with the requirements of a particular lease for
any such space between KPMG and an individual landlord, or as may be beneficial
to the Parties based on the provisions of any such lease. Notwithstanding
anything to the contrary contained in this Agreement, the rights and
obligations of the Parties with respect to the occupancy of any particular
office space shall be governed by the applicable Sublease, and in the event of
any inconsistency between the terms of this Agreement and terms of such
Sublease, the terms of the applicable Sublease shall control and be binding on
the Parties. Notwithstanding any provision to the contrary in this paragraph,
with respect to any property which (i) was covered by the Original Agreement;
(ii) is still occupied in part by Consulting; (iii) remains subject to a lease
or sublease held by KPMG; and (iv) with respect to which the Parties have not
entered into a Sublease, the terms of the Original Agreement shall apply until
the earlier of (x) the time at

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which the Parties enter into a Sublease with respect to such property and
(y) KPMG’s lease or sublease with respect to such property expires.


            (k)   Each of KPMG and Consulting agrees to take all reasonable actions to
assure that all property occupied by KPMG and/or Consulting is clearly marked
to delineate the separation between KPMG and Consulting.


            1.02   Representatives. Each of KPMG and Consulting shall nominate a
representative to act as the primary contact person for the provision of all of
the Shared Services (the “Primary Coordinator”). The initial Primary
Coordinator of KPMG shall be its chief financial officer and the initial
Primary Coordinator of Consulting shall be its chief financial officer. Each
of KPMG and Consulting shall nominate a representative to act as the primary
contact person for the provision of each category of Shared Services. The
initial coordinators for KPMG and Consulting for each category of Shared
Services shall be the individual named in the description of such Shared
Service in Schedule A (the “Service Coordinators”). Each Party shall advise
the other Party in writing of any change in the Primary Coordinator or any
Service Coordinator. KPMG and Consulting agree that all written communications
relating to the provision of any category of Shared Services shall be directed
to both the respective Service Coordinators for such category of Shared Service
and the Primary Coordinators.


            1.03   Personnel. (a)   In providing the Shared Services to Consulting,
KPMG, as it deems necessary or appropriate in its sole discretion, may (i) use
its personnel or that of its affiliates, and (ii) employ the services of third
parties to the extent that such third party services are routinely utilized to
provide similar services to other KPMG businesses or are reasonably necessary
for the efficient performance of any of the Shared Services.


            (b)   All employees and representatives of KPMG providing Shared Services
hereunder will be deemed for purposes of all terms and conditions of employment
including, but not limited to, compensation and employee benefits, to be
employees or representatives of KPMG, as the case may be, and not employees or
representatives of Consulting. In performing such services, such employees and
representatives will be under the direction, control and supervision of KPMG,
and KPMG will have the sole right to exercise all authority with respect to the
employment (including termination of employment), assignment and compensation
of such employees and representatives.


            (c)   No provision of this Agreement is intended or shall be deemed to have
the effect of placing the management or policies of Consulting under the
control or direction of KPMG or vice versa.


            (d)   As part of the Separation Agreement, KPMG and Consulting have agreed
that certain KPMG individuals previously providing Shared Services have become
employees of Consulting. Costs for such employees will be borne exclusively by
Consulting, and the services provided by such employees will not be considered
Shared Services within the meaning of this Agreement.


            1.04   Service Provider Access. To the extent required for KPMG employees,
partners, principals, agents and representatives to perform any Shared
Services, Consulting shall

4








provide such KPMG personnel with access, at reasonably acceptable times
and at locations reasonably acceptable and accessible, to its personnel,
equipment, office space, plants, books and records and any other information,
areas and equipment reasonably necessary for the provision of any Shared
Services; provided, that such access shall not unreasonably interfere with
Consulting’s conduct of its business.


            1.05   Intent to Transition Services. The Parties intend that, during the
term of this Agreement, Consulting will wind down its receipt of Shared
Services from KPMG and will develop its internal support service capabilities
or seek third party providers of such services. The transitioning of services
will be accompanied by the payment to KPMG of Termination Costs (as hereinafter
defined), if any.


ARTICLE 2


COMPENSATION


            2.01   Consideration. (a)   As consideration for each of the Basic
Services, Consulting shall pay to KPMG an amount based on the cost allocation
methodology for such Shared Service set forth in Schedule A. Such cost
allocation shall not include the salary, bonus or benefit costs associated with
any individual who is, at the time such Shared Service is provided, an employee
of Consulting. Categories of Shared Services described as “cost” on Schedule A
shall be calculated by adding the direct costs (without any additional charges
or markups) to provide such services to KPMG’s cost of compensation of all
partners or principals directly involved in the delivery of such category of
Shared Services. The cost of compensation for such partners and principals
shall be calculated based on the percentage of such partners’ or principals’
time spent on the delivery of such category of Shared Services.


            (b)   It is the intent of each of the Parties hereto that the calculation of
the costs for services rendered hereunder shall be limited to KPMG’s cost of
providing such service, including compensation of partners as described above.


            (c)   The method of allocating costs for each Basic Service set forth in
Schedule A can be modified only upon mutual written agreement of the Parties.


            (d)   If the Parties agree to add any new Basic Services to Schedule A, then
prior to KPMG rendering such new Basic Service the Parties shall agree to the
appropriate cost allocation methodology for such new Basic Service consistent
with the cost allocation methodologies set forth in Schedule A.


            (e)   Costs for Added Services that are directly assignable to Consulting
will be based on an agreed-upon statement of work between KPMG and Consulting.


            2.02   Taxes. (a)   Payment of Taxes. Consulting shall, in addition to the
other amounts payable under this Agreement, pay, or reimburse KPMG for the
gross amount of, any present or future sales, use, excise, occupation,
privilege, value-added, gross receipts or other similar tax, federal, state or
otherwise, or duties, imposts, fees or charges, however designated, applicable
to the sale or provision of any category of Shared Services or to the use of
such category of Shared Services by Consulting, which are levied or imposed by
any governmental

5








authority, except for any income taxes, profit taxes, corporate franchise
tax or fee or any similar tax or fee payable by KPMG on amounts it earned, if
any, in connection with such services.


            (b)   Calculation of Taxes. Consulting hereby authorizes KPMG to calculate
the total amount of any sales, use, excise, occupation, privilege, value-added,
gross receipts, payroll and related or other similar tax due by Consulting and
remit the amount of such taxes to the appropriate taxing authority on behalf of
Consulting. KPMG’s remittance of the sales, use, excise, occupation,
privilege, value-added, gross receipts or other similar tax on behalf of
Consulting shall be computed by KPMG on the basis of the information available
to KPMG.


            (c)   Tax Information. At the request of KPMG, prior to KPMG making a
sales, use, excise, occupation, privilege, value-added, gross receipts or other
similar tax remittance on behalf of Consulting, Consulting agrees to supply
KPMG with any and all current information necessary for KPMG to compute and
remit the tax, including any tax exempt certificate, any tax exempt claim
letter, or evidence satisfactory to KPMG authenticating the exemption.


            2.03   Estimated Payments. (a)   Unless otherwise agreed by the Parties,
the Treasurers (or persons with comparable authority) of KPMG and Consulting
shall meet on a weekly basis and estimate the portion of the cash payments to
be made by KPMG which reflect the costs allocable to Consulting pursuant to
this Agreement (the “Estimated Payments”). No later than Wednesday of the
following week, Consulting shall transfer to KPMG in immediately available
funds the total amount of the Estimated Payment in respect of such week. In
the event the Treasurers at any weekly meeting are unable to agree on the
amount or timing of any cash payment for the subsequent week, Consulting shall,
subject to the adjustment procedure set forth in Section 2.03(b), pay an amount
of Estimated Payment for the following week in accordance with the estimates of
the Treasurer of KPMG.


            (b)   Monthly Reconciliation of Estimated Payments. Unless otherwise agreed
by the Parties, no later than the 15th day of each month, the Treasurers of
each of KPMG and Consulting shall meet to reconcile the Estimated Payments made
during the prior calendar month with the actual cash payments made by KPMG
during such period. In the event the portion of KPMG’s actual cash payments
which reflect the costs allocated to Consulting pursuant to this Agreement
during such period was in excess of the amount of Estimated Payments for such
period, Consulting shall transfer the difference to KPMG in immediately
available funds no later than the 20th day of such month. In the event the
amount of Estimated Payments made by Consulting for such period exceeded the
portion of KPMG’s actual cash payments which reflect the costs allocated to
Consulting pursuant to this Agreement during such period, KPMG shall transfer
the difference to Consulting in immediately available funds no later than the
20th day of such month.


            (c)   Annual Reconciliation of Estimated Payments. Unless otherwise agreed
by the Parties, no later than 45 days following the end of KPMG’s fiscal year,
the Treasurers of each of KPMG and Consulting shall meet to reconcile the
payments made pursuant to Sections 2.03(a) and (b) during such fiscal year with
the actual cash payments made by KPMG during such period. In the event the
portion of KPMG’s actual cash payments which reflect the costs allocated to
Consulting pursuant to this Agreement during such period was in excess of the

6








payments made by Consulting pursuant to Sections 2.03(a) and (b) during
such fiscal year (net of any amount remitted to Consulting by KPMG pursuant to
Section 2.03(b)), Consulting shall transfer the difference to KPMG in
immediately available funds no later than the fifth day following such
determination. In the event the payments made by Consulting pursuant to
Sections 2.03(a) and (b) during such fiscal year (net of any amount remitted
to Consulting by KPMG pursuant to Section 2.03(b)) exceeded the portion of
KPMG’s actual cash payments which reflect the costs allocated to Consulting
pursuant to this Agreement during such period, KPMG shall transfer the
difference to Consulting in immediately available funds no later than the fifth
day following such determination.


            (d)   Disputes. No payment made pursuant to Section 2.03 (a), (b) or (c)
shall prejudice Consulting’s right to subsequently dispute the amount or
allocation of any cash payment included in the calculation of the payments made
pursuant to Section 2.03(a), (b) or (c). In the event Consulting disputes an
item included in such calculations, Consulting shall, within 120 days of the
Estimated Payment including such disputed item, notify KPMG in writing of such
disputed item, specifying the nature of the dispute and to the extent
reasonably practicable, Consulting’s calculation of the amount owed to or from
KPMG. Any such disputes shall be resolved in accordance with Article 8.


            (e)   Transition. The Parties agree that the fiscal year ending June 30,
2000 was a transition period due to the change in ownership during such fiscal
year. Any special allocations made with respect to such fiscal year shall be
governed by Section 2.03(e) of the Original Agreement.


            (f)   Suspension of Services. If any payment is not paid when due, KPMG
shall have the right, without any liability to Consulting, or anyone claiming
by or through Consulting, upon 30 days prior written notice, to cease providing
the categories of Shared Services for which payment has not been made until the
payment in full of all such payments, which right may be exercised by KPMG in
its sole and absolute discretion and shall not affect KPMG’s right or ability
to terminate this Agreement as set forth in Article 7. If any Shared Services
are ceased under this provision, Consulting shall be subject to the obligations
set forth in Section 7.02(c) with respect to such suspended Shared Services.


            (g)   Audits. Consulting, at its sole cost and expense, shall have the
right to audit KPMG’s books of account and other records pertaining to the cost
of any category of Shared Services (including invoiced and reimbursed costs)
pursuant to this Agreement and to reconcile the calculations of total revenue,
FTE, usage or other bases underlying the cost allocation methodologies with the
results for the full fiscal year for a period of six (6) months following the
end of Consulting’s fiscal year in which such category of Shared Services was
rendered.


            2.04   Certain Capital Expenditures. Any purchase subsequent to the
Effective Date by KPMG of a capital asset (as such term is defined by KPMG’s
accounting policies on the Effective Date) used in the provision of services to
Consulting and which is reasonably expected to have a useful life longer than
the remaining Term (as defined in Section 7.01) of this Agreement will require
the prior consent of Consulting.


7









ARTICLE 3


ANNUAL MEETINGS; REVIEWS


            3.01   Annual Meetings. (a)   No later than ninety days prior to the end of
the Parties’ fiscal year, which fiscal year shall initially end on each June
30, or otherwise as mutually agreed by the Parties, the Parties shall meet (the
“Annual Meeting”) and establish (i) the service level of each Basic Service to
be provided for the following fiscal year; and (ii) the cost and the cost
allocation methodology for each Basic Service for the following fiscal year.
For Added Services, defined statements of work and cost estimates shall be
established and executed between the entities not later than ninety days prior
to the end of the Parties’ fiscal year.


            (b)   If the Parties cannot agree on the cost of any category of Shared
Services, the cost of such category of Shared Services for the fiscal year
during which the Annual Meeting is held shall be the cost for the following
fiscal year, adjusted to account for any increase in the Consumer Price Index
and any change in the factors which determine the activity level of such
category of Shared Services (such as number of employees, volume of
transactions or changes in regulatory requirements). If the Parties cannot
agree on the service level of any category of Shared Services, the service
level of such category of Shared Services for the then-current fiscal year
shall be the service level of such category of Shared Services for the
following fiscal year. If the Parties cannot agree on the cost allocation
methodology, the methodology shall remain unchanged.


            3.02   Periodic Adjustments. (a)   In the event either Party shall require
an adjustment to the service level of any Basic Service during the period
between Annual Meetings, such Party shall provide the other Party a written
notice specifying the category of Basic Service in question and the requested
change in service levels. Upon the delivery of such notice, the Parties shall
use their reasonable best efforts to reach an agreement as to any such
adjustments.


            (b)   In the event Consulting shall require additional Added Services during
the period between Annual Meetings, Consulting shall provide KPMG with a
written work order for such additional Added Services. KPMG shall notify
Consulting within 20 business days of receipt of such request whether it is
willing and able to provide such additional Added Services.


            3.03   Quarterly Review of Cost and Performance. Within thirty (30) days
after the end of each calendar quarter, the Parties shall meet to review the
costs charged by KPMG for the Shared Services and the performance of the Shared
Services by KPMG. If the actual costs for any Basic Service varies from the
costs agreed to by the Parties during the Annual Meeting, the variance shall be
allocated to both Parties based upon the cost allocation methodology for such
Basic Service. If the actual costs for any Added Service varies from the cost
agreed to by the Parties, the variance will be charged or credited to
Consulting, as the case may be. If any Added Service is discontinued by
Consulting, Consulting shall be charged the amount incurred by KPMG in
connection with the phase-out of providing such Added Service to Consulting.


            3.04   Notwithstanding anything in the contrary in this Article 3, the
service levels with respect to the Subleases and the cost allocation
methodology related thereto shall be

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governed by the terms of the Subleases, without consideration for variance
from actual costs as provided in Section 3.03.


ARTICLE 4


CONFIDENTIALITY


            4.01   Confidentiality. (a)   In the course of the provision or receipt of
the Shared Services, each Party may disclose or make accessible to the other
(for purposes of this Article 4, the Party disclosing or making accessible such
information shall hereinafter be referred to as the “Disclosing Party”, and the
Party receiving such information shall hereinafter be referred to as the
“Recipient”) certain information which is either non-public, confidential or
proprietary in nature. Such information may include, without limitation, (i)
employee data, business plans and strategies and marketing ideas and concepts,
especially with respect to unannounced products and services, present and
future product plans, pricing, volume estimates, financial data, product
enhancement information, sales strategies, client information (including
clients’ applications and environments), market testing information,
development plans, specifications, client requirements, configurations,
designs, plans, apparatus, software, hardware, data, prototypes, or other
technical and business information, and (ii) the specific terms, conditions and
information contained in this Agreement and the Schedules hereto (collectively,
the “Information”).


            (b)   In addition to any obligations of confidentiality pursuant to other
agreements between the Parties, without the prior written consent of the
Disclosing Party, the Recipient shall (i) hold in confidence and not disclose
to any third party any Information received by it from the Disclosing Party,
and (ii) use all Information received by it from the Disclosing Party solely in
connection with the provision or receipt of the Shared Services, and for no
other purpose whatsoever.


            (c)   For the purposes of this Agreement, the Information shall not be
deemed confidential and the Recipient shall have no obligation with respect to
any Information that:


            (i)   is or becomes part of the public domain through publication or
otherwise, and through no breach of this Agreement, negligence or other fault
of the Recipient;


            (ii)   is or becomes available to the Recipient from a source other than the
Disclosing Party, which source has no obligation of confidentiality to the
Disclosing Party in respect thereof and without breach of this Agreement;


            (iii)   is, subject to Section 4.01(d), required to be disclosed by law,
governmental order, judicial process or the rules of an applicable securities
exchange; or


            (iv)   the disclosure of which is mutually agreed to by the Parties.


            (d)   If the Recipient is requested or required by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process to disclose any Information, the
Recipient shall promptly notify the Disclosing Party of such request or
requirement and shall cooperate with the Disclosing Party such that the
Disclosing Party may seek an appropriate protective order or other appropriate
remedy. If, in the absence of

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a protective order or the receipt of a waiver hereunder, the Recipient is,
in the written opinion of the Recipient’s counsel, compelled to disclose the
Information or else stand liable for contempt or suffer other censure or
penalty, the Recipient may disclose only so much of the Information to the
party compelling disclosure as is required by law. The Recipient shall
exercise its best efforts to obtain a protective order or other reliable
assurance that confidential treatment will be accorded to such Information.
The Disclosing Party shall reimburse the Recipient for all reasonable
out-of-pocket costs it incurs in complying with this Section 4.01(d).


            4.02   Effectiveness. The foregoing obligation of confidentiality shall be
in effect during the term of this Agreement and any extensions thereof and for
a period of five (5) years after the termination or expiration of this
Agreement.


            4.03   Care and Inadvertent Disclosure. With respect to any Information,
the Recipient agrees as follows:


            (a)   it shall use the same degree of care in safeguarding said Information
as it uses to safeguard its own information which must be held in confidence;


            (b)   it shall notify its partners, principals, officers and employees who
have reason to receive any Information of its obligations in connection with
such Information; and


            (c)   upon the discovery of any inadvertent disclosure or unauthorized use
of said Information, or upon obtaining notice of such a disclosure or use from
the Disclosing Party, it shall take all necessary actions to prevent any
further inadvertent disclosure or unauthorized use, and, subject to the
provisions of Article 6, the Disclosing Party shall be entitled to pursue any
other remedy which may be available to it.


ARTICLE 5


INDEMNIFICATION


            5.01   Indemnification by KPMG. Subject to the limitation set forth in
Section 6.01(c), KPMG shall indemnify, defend and hold harmless Consulting and
any director, officer or employee of Consulting (each an “Indemnified Party”)
from and against any and all claims, actions, costs, proceedings, liabilities,
obligations, damages, losses, suits, expenses (including, but not limited to,
settlements, judgments, court costs, reasonable attorneys’ fees and other
out-of-pocket expenses incurred in investigating, preparing or defending the
foregoing), fines and penalties arising out of any injury or death, and any
loss or damage of any nature whatsoever (including, without limitation, loss of
or damage to property, or damage to the environment) (the “Losses”) incurred or
suffered by any Indemnified Party to the extent that the Losses arise by reason
of, or result from, the breach of the provisions hereof by KPMG or the gross
negligence, fraud or reckless or willful misconduct of KPMG, except for Losses
which are the direct and sole result of the gross negligence, fraud or reckless
or willful misconduct of Consulting and/or any contract personnel who are
managed and directed by Consulting.


            5.02   Term of Indemnification and Filing of Actions. To receive
indemnification hereunder, the Indemnified Party must provide written notice of
the claim for indemnification to the Indemnifying Party (i) during the term of
this Agreement or within a period of three (3) years

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after the termination of this Agreement and (ii) within one (1) year after
the discovery of the facts or events giving rise to the claim for
indemnification hereunder.


ARTICLE 6


LIMITATION OF LIABILITY AND WARRANTY


            6.01   Services. (a)   In the absence of gross negligence, fraud or
reckless or willful misconduct on KPMG’s part, and whether or not it is
negligent, KPMG shall not be liable for any Losses arising out of KPMG
providing or failing to provide the Shared Services to Consulting.
Notwithstanding anything to the contrary contained herein, in the event KPMG
commits an error with respect to or incorrectly performs or fails to perform
any Shared Service, at Consulting’s request, to the extent practicable to do
so, KPMG shall use reasonable efforts to correct such error, re-perform or
perform such Shared Service without additional cost to Consulting; provided,
however, that KPMG shall have no obligation to recreate any lost or destroyed
data to the extent the same cannot be cured by the re-performance of the Shared
Service in question.


            (b)   KPMG’s liability for damages to Consulting for any cause whatsoever,
and regardless of the form of action, whether in contract or in tort, including
negligence, gross negligence or willful misconduct, shall be limited to the
payments made by Consulting hereunder for the specified Shared Service that
allegedly caused the damage during the period in which the alleged damage was
incurred by Consulting. In no event shall KPMG be liable for any damages
caused by Consulting’s failure to perform Consulting’s responsibilities
hereunder. KPMG shall not be liable to Consulting for any act or omission of
any other entity (other than due to a default by KPMG in any agreement between
KPMG and such other entity) furnishing any category of Shared Services.


            (c)   IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY, WHETHER IN
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY
PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, BUSINESS
INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE
UNDER THIS AGREEMENT OR REGARDING THE PROVISION OR THE FAILURE TO PROVIDE ANY
SERVICES, REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.


            (d)   KPMG SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR NONINFRINGEMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES. KPMG AND CONSULTING AGREE THAT THIS AGREEMENT IS A SERVICE AGREEMENT
FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE AND THEREFORE THE PROVISIONS OF THE
UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO THIS AGREEMENT.


11









ARTICLE 7


TERM AND TERMINATION


            7.01   Term. If this Agreement has become effective pursuant to Section
1.01(a)(i), this Agreement shall remain in effect until the earliest of:


            (i)   four years with respect to all technology services and systems support
services and three years with respect to all other Shared Services provided
hereunder (the number of years for each service or component thereof being
indicated on Schedule A) from the consummation of the IPO or the Change in
Control, whichever is earlier (such three or four year period is referred to
herein as the “Term”);


            (ii)   the mutual written consent of KPMG and Consulting, and


            (iii)   a termination pursuant to Sections 7.02, 9.06 or 9.10.


            7.02   Termination. (a)   If a Party (hereafter called the “Defaulting
Party”) shall materially fail to perform or default in the performance of any
of its obligations under any category of Shared Services (other than as
described in Section 7.02(b)), the other Party (hereinafter called the
“Non-Defaulting Party”) may give written notice to the Defaulting Party
specifying the nature of such failure or default and stating that the
Non-Defaulting Party intends to terminate the furnishing or receipt of, or the
payment for, any affected category of Shared Services if such failure or
default is not cured within fifteen (15) days of such written notice. If any
failure or default so specified is not cured within such fifteen (15) day
period, the Non-Defaulting Party may elect to immediately terminate the
furnishing or receipt of, or the payment for, the affected category of Shared
Services; provided, however, that if the failure or default relates to a good
faith dispute by the Defaulting Party, the Non-Defaulting Party may not
terminate the furnishing or receipt of or the payment for any such Shared
Service pending the resolution of such dispute. Such termination shall be
effective upon giving a written notice of termination from the Non-Defaulting
Party to the Defaulting Party and shall be without prejudice to any other
remedy which may be available to the Non-Defaulting Party against the
Defaulting Party.


            (b)   Either Party may terminate this Agreement by giving ninety (90) days
written notice to the other Party upon the occurrence of any of the following
events:


            (i)   the other Party enters into proceedings in bankruptcy or insolvency or
commences a voluntary case under the Bankruptcy Code;


            (ii)   the other Party shall make an assignment for benefit of creditors or
admits in writing its inability to pay its debts as such debts become due;


            (iii)   a petition shall be filed against the other Party under a bankruptcy
law, a corporate reorganization law, or any other law for relief as a debtor
(or similar law in purpose or effect) and such proceeding or case shall
continue undismissed, for a period of thirty (30) or more days; or an order for
relief against the other Party shall be entered in an involuntary case under
the Bankruptcy Code;

12








            (iv)   the other Party commences the process of liquidating or dissolving;
or


            (v)   the other Party defaults in the performance of any of its material
covenants or obligations contained in this Agreement and such default is not
remedied to the Non-Defaulting Party’s reasonable satisfaction within 45 days
after notice to the Defaulting Party of such default, or if such default is not
capable of rectification within 45 days, if the Defaulting Party has not
promptly commenced to rectify the default within such 45-day period and is not
proceeding diligently to rectify the default.


            (c)   Consulting may terminate the provision of any category of the Shared
Services provided hereunder, on a service by service basis, upon 90 days
written notice to KPMG; provided that upon any such termination, Consulting
shall remain liable to pay to KPMG any Termination Costs (as defined below)
incurred by KPMG with respect to any such terminated Shared Service.


            (d)   Consulting shall reimburse KPMG for all Termination Costs associated
with or related to the termination of this Agreement.


            (e)   (i)   Consulting covenants and agrees to make its best efforts to
provide all termination notices, whether pursuant to Section 7.02(b) or (c) or
otherwise, with sufficient time to allow KPMG to eliminate or mitigate any
Termination Costs.


            (ii)   KPMG covenants and agrees that upon the delivery or receipt of a
notice pursuant to Section 7.02(b) or (c), KPMG will exercise its good faith
efforts to eliminate or mitigate any Termination Costs as soon as practicable.


            (f) The Parties agree that the transition of personnel from KPMG to
Consulting shall occur prior to end of the Term for the Shared Services
provided by such personnel so that the Termination Costs, if any, related to
the transition of such personnel are incurred prior to the expiration of the
applicable Term and not as a cost to be assessed on or after the expiration of
the applicable Term.


            (g)   “Termination Costs” means any and all costs incurred by KPMG in excess
of the costs KPMG would otherwise have incurred (including any unrecovered
capital costs) due to the termination of the provision of all or some of the
Shared Services, including but not limited to, the services listed on Appendix
2 to Schedule A. Termination Costs include, but are not limited to:


            (i)   excess occupancy costs, unneeded personnel, unnecessary software
licensing arrangements and investments in technology or other unnecessary
contractual arrangements;


            (ii)   any costs KPMG incurs to perform any terminated Basic Service on its
own behalf in excess of the amount allocated to KPMG for such Basic Service
during the prior year (as such amount may be adjusted from time to time to
account for increases in the consumer price index), until such time as KPMG is
able to reduce such costs to the level allocated prior to such termination (as
such amount may be adjusted from time to time to account for increases in the
consumer price index); and


13









            (iii)   any costs incurred by KPMG as a result of Consulting no longer
paying its portion of any embedded capital costs.


            With respect to any Added Services used by Consulting, Consulting will be
obligated to pay to KPMG the Termination Costs of winding down the provision of
such Added Services to the extent that Consulting has engaged KPMG for such
services.


            (h)   The Parties hereby covenant and agree to work together to wind down
the receipt of Shared Services by Consulting in a manner such that the only
Termination Costs payable by Consulting to KPMG in respect of those Shared
Services at the end of the applicable Term will be: (i) payments to KPMG in an
amount equal to the net book value of assets that (x) were used by KPMG in
providing such Shared Services to Consulting under this Agreement and (y) could
be used by Consulting in a similar manner after the termination of such Shared
Services; and (ii) payments required under the existing terms of executory
contracts with third parties for such Shared Services that were provided to
Consulting by KPMG under this Agreement and which can continue to be obtained
by Consulting after the termination of such Shared Services (collectively, such
assets or contracts after the termination of the respective Shared Services are
referred to as “Continuing Assets”).


             (i)   Upon a delivery of a notice to KPMG to terminate a Shared Service, the
Parties shall cooperate in developing a transition plan for the winding down of
such Shared Service and the mitigation of any Termination Costs. If
Termination Costs cannot be eliminated within the time frame specified in the
notice of termination, KPMG shall present Consulting with a report stating (i)
the items for which Termination Costs are being assessed and (ii) the dollar
amount being assessed for each such item. In the event Consulting disputes
that an item should be included as a Termination Cost or the amount of the
Termination Costs with respect to any item, Consulting shall, within 60 days of
the assessment of such Termination Costs, notify KPMG in writing of such
dispute and to the extent reasonably practicable, Consulting’s calculation of
the amount owed to KPMG. Any such dispute shall be resolved in accordance with
Article 8.


            (j)   Consulting shall be entitled to receive from KPMG, and KPMG shall
transfer to Consulting, the portion of such Continuing Assets used in the
provision of Shared Services which are transferable, provided, however, such
transfer shall not occur with respect to any Continuing Asset which Consulting
notifies KPMG in writing that Consulting elects not to receive.
Notwithstanding the foregoing, Consulting shall be required to pay to KPMG
Termination Costs with respect to all Continuing Assets regardless of whether
Consulting chooses to accept transfer of any or all Continuing Assets.


            (k)   Consulting shall be assessed Termination Costs as such costs are
incurred by KPMG, provided, however, that a lump sum payment equal to the
present value of any and all unpaid Termination Costs shall be due and payable
to KPMG in immediately available funds within 90 days of the termination of
this Agreement. In calculating the present value, KPMG shall use as the
discount rate of prime minus one percent.


            7.03   Liability on Termination of Shared Services. KPMG shall have no
liability of any kind or nature whatsoever, including, without limitation,
punitive, exemplary, special,

14








indirect, incidental or consequential damages (including damages for loss
of revenues, profits, business interruption or any other loss) to Consulting,
or to anyone claiming by or through Consulting, for KPMG’s ceasing to provide
(or having a third party cease to provide) any Shared Service or all the Shared
Services upon the termination of this Agreement in accordance with its terms.
Consulting shall hold harmless KPMG and waives any and all rights, at law or in
equity, that it may have to bring any suit, including, but not limited to,
injunctive relief, or to any claims for Losses against KPMG or KPMG’s partners,
principals, directors, officers, employers, agents, assignees, subsidiaries or
affiliates arising out of KPMG’s ceasing to provide such Shared Service or all
the Shared Services upon the termination of this Agreement in accordance with
its terms.


            7.04   Survival of Certain Obligations. Without prejudice to the survival
of the other agreements of the Parties, the following obligations shall survive
the termination of this Agreement: (a) for the period set forth therein, the
obligations of each Party under Articles 5 and 7, and (b) KPMG’s right to
receive the compensation for the Shared Services provided, and reimbursement of
the costs and expenditures described in Section 2.01 incurred prior to the
effective date of termination.


            7.05   Procedures on Termination. (a)   On any termination of this
Agreement, KPMG shall complete any work in process and otherwise cooperate with
Consulting as reasonably necessary to avoid disruption of the ordinary course
of Consulting’s business, and such termination shall not affect KPMG’s rights
to payment for the Shared Services so provided.


            (b)   Each Party shall destroy or return to the other Party (at the election
of such other Party) all records made or obtained in the course of performance
hereunder containing information regarding the other Party or its clients that
is protected from disclosure under Article 4, to the extent possible without
destroying common databases or files. In the event that any Party shall elect
to destroy any records as permitted above, such Party shall provide the other
Party with written confirmation of any such destruction.


            7.06   Termination of Subleases. Notwithstanding any provision of this
Article 7, the rights and obligations of the Parties with respect to the
Subleases, including, without limitation, the term or termination of any
Sublease, shall be governed by the terms and provisions of the applicable
Sublease, and the provisions of this Article 7 shall be inapplicable thereto.


ARTICLE 8


DISPUTE RESOLUTION


            8.01   Escalation. Except as provided in Section 8.04 hereof, if a
dispute, claim or controversy arises out of or arises in connection with this
Agreement (a “Dispute”), KPMG and Consulting agree to use the following
procedures, in lieu of either Party pursuing other available remedies, to
resolve the Dispute. The Parties agree that they will first attempt to settle
any Dispute arising out of this Agreement through good faith negotiations in
the spirit of mutual cooperation between business executives with authority to
resolve the Dispute. Prior to taking action as provided in Section 8.02, the
Parties shall first submit the Dispute to an appropriate

15








corporate officer or partner of each Party for resolution, and if such
corporate officers or partner are unable to resolve such Dispute, either Party
may request that their respective chief executive officers, or their respective
delegates, attempt to resolve such Dispute. The officers or delegees to whom
any such claim or controversy is submitted shall attempt to resolve the Dispute
through good faith negotiations over a reasonable period, not to exceed 30 days
in the aggregate unless otherwise agreed by the Parties. Such 30 day period
shall be deemed to commence on the date of a written notice from either Party
describing the particular Dispute.


            8.02   Submission to Mediation. If, within 30 days after receipt of the
notice describing the dispute, the Parties have not succeeded in negotiating a
resolution of the Dispute, KPMG and Consulting agree to refer the matter to a
panel consisting of one (1) senior partner or the delegee thereof from KPMG and
one (1) executive officer or the delegee thereof from Consulting (which
individuals or delegees shall not have been, as much as practicable, directly
involved in the Dispute) for review and resolution. These individuals are
referred to herein as the “Senior Executives.” Upon such referral, the Senior
Executives or delegees shall review the following materials provided by KPMG
and Consulting: a copy of the terms of this Agreement and a concise (less than
10 page) summary of the basis of each party’s contentions, including the
relevant facts and areas of disagreement. If the Dispute cannot be resolved by
the Senior Executive panel pursuant to this Section 8.02 within 30 days of the
referral of such Dispute, KPMG and Consulting may then pursue the remedies
contemplated by Sections 8.03 and 8.04.


            8.03   Arbitration. Any dispute that is not resolved by negotiations
pursuant to Section 8.02 shall, upon written notice by either Party to the
other Party involved in the Dispute, be resolved by binding arbitration
administered by the American Arbitration Association (“AAA”) in accordance with
its Commercial Arbitration Rules. Within ten (10) business days after the
commencement of arbitration, each Party shall select one person to act as
arbitrator and the two arbitrators so selected shall select a third arbitrator
within ten (10) business days of their appointment. If the arbitrators
selected by the Parties are unable or fail to agree upon the third arbitrator
within such time period, the third arbitrator shall be selected by the AAA
within the (10) business days following a written request by any of the parties
to the AAA. The place of arbitration shall be New York, New York, and the
language of the arbitration shall be English. It is understood and agreed by
the parties that money damages might not be a sufficient remedy for any breach
of this Agreement, and that, notwithstanding anything else set forth in this
Section 8.03 concerning the arbitration of disputes and the procedure for such
arbitration, and pending the outcome of any such arbitration, the Parties shall
be entitled to seek and obtain injunctive relief as a provisional remedy for
any such breach, which shall not be deemed to be the exclusive remedy for any
such breach but shall be in addition to all other provisional remedies
available at law or equity. The prevailing Party in the arbitration shall be
entitled, in addition to such other relief as may be granted, to its reasonable
attorney’s fees and other costs reasonably incurred in such arbitration. The
Parties specifically agree to be bound by the decisions rendered by the
arbitration panel provided for herein and agree not to submit a dispute subject
to this Section 8.03 to any national, federal, state, provincial, local or
other court or arbitration association except as may be necessary to enforce
the decision rendered by the arbitrators.


            8.04   Injunctive Relief. Nothing contained in this Article 8 shall
prevent either Party from resorting to judicial process if injunctive or other
equitable relief from a court is necessary to prevent serious and irreparable
injury to one Party or to others or to maintain the

16








status quo before, during or after the commencement of the mediation
process set forth in this Article 8. The use of arbitration procedures will
not be construed under the doctrine of laches, waiver or estoppel to affect
adversely either Party’s right to assert any claim or defense.


            8.05   Interest Charges. Unless the Parties otherwise agree, each
resolution pursuant to this Article 8 involving the payment of disputed amounts
shall be accompanied by the payment of interest calculated from the date when
such payment was originally scheduled for payment (or if the dispute involves a
payment that has already been paid, the date of such disputed payment). The
amount of the interest payment shall be based on the prime rate established by
The Wall Street Journal under the “Money Rates” section, as that rate may vary
from time to time, or if that rate is no longer published, a comparable rate in
effect on the date when the disputed amount was originally scheduled for
payment (or if the dispute involves a payment that has already been paid, the
date of such disputed payment).


ARTICLE 9


MISCELLANEOUS


            9.01   Amendments. This Agreement shall not be supplemented, amended or
modified in any manner whatsoever (including by course of dealing or of
performance or usage of trade) except in writing signed by the Parties.


            9.02   Successors and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and
permitted assigns. No Party shall assign this Agreement or any rights herein
without the prior written consent of the other Parties, which may be withheld
for any or no reason, provided, however, that any Party may assign its rights
herein without the written consent of the other Parties in connection with a
merger in which such party is not the surviving entity or a sale of all or
substantially all the assets of such Party.


            9.03   Notices. All notices, consents, requests, approvals, and other
communications provided for or required herein must be in writing and shall be
deemed validly given, made or served, (a) when delivered personally or sent by
telecopy to the facsimile number indicated below with a required confirmation
copy sent in accordance with subsection (c), or (b) on the next business day
after delivery to a nationally-recognized express delivery service with
instructions and payment for overnight delivery; or (c) on the fifth (5th) day
after deposit in any depository regularly maintained by the United States
postal service, postage prepaid, certified or registered mail, return receipt
requested, addressed to the following addresses or to such other address as the
Party to be notified shall have specified to the other Party in accordance with
this section:


            If to KPMG:


                        KPMG LLP

                        Three Chestnut Ridge Road

                        Montvale, New Jersey 07645


17








                        Attention: Chief Financial Officer

                        Facsimile Number: (201) 307-7227


            with a copy to:


                        KPMG LLP

                        345 Park Avenue

                        New York, NY

                        Attention: General Counsel


            If to Consulting:


                        KPMG Consulting, Inc.

                        1676 International Drive

                        McLean, Virginia 22102

                        Attention: Chief Financial Officer

                        Facsimile Number: ________________


            with a copy to:


                        KPMG Consulting, Inc.

                        1676 International Drive

                        McLean, Virginia 22102

                        Attention: General Counsel



                        and


                        KPMG Consulting, LLC

                        1676 International Drive

                        McLean, Virginia 22102

                        Attention: Chief Financial Officer

                        Facsimile Number: ________________


            9.04   Governing Law. This Agreement shall be governed by and interpreted
and enforced under the laws of the State of New York as to all matters,
including, but not limited to matters of validity, construction, effect,
performance and remedies, without giving effect to the principles of conflict
of law thereof. Subject to Article 8, with respect to any claim arising out of
this Agreement, (a) each Party irrevocably submits to the non-exclusive
jurisdiction of the courts in the City of New York, in the State of New York
and the United States District Courts located in the borough of Manhattan, New
York, New York, and (b) each Party irrevocably waives any objection which it
may have at any time as to the venue of any suit, action or proceeding arising
out of or relating to this Agreement brought in any such court and irrevocably
waives any claim that such suit, action or proceeding is brought in an
inconvenient forum and further irrevocably waives the right to object, with
respect to such claim, suit, action or proceeding brought in any such court,
that such court does not have jurisdiction over such Party.


18









            9.05   Headings. The various headings used in this Agreement are for
convenience only and are not to be used in interpreting the text of the
Articles or Sections in which they appear or to which they relate.


            9.06   Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law. If any portion of this Agreement is declared invalid for any
reason in any jurisdiction, such declaration shall have no effect upon the
remaining portions of this Agreement, which shall continue in full force and
effect as if this Agreement had been executed with the invalid portions thereof
deleted; provided, that the entirety of this Agreement shall continue in full
force and effect in all other jurisdictions. Notwithstanding the foregoing, if
the portion of this Agreement which is declared invalid has the effect of
reducing the compensation due hereunder or preventing the reimbursement of the
costs and expenditures described in Section 2.01, KPMG, at its sole
discretion, may terminate its obligations to provide Shared Services pursuant
to this Agreement by providing thirty (30) days prior written notice to
Consulting.


            9.07   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.


            9.08   No Third Party Beneficiaries. Except as set forth in Section 5.01,
this Agreement is entered into solely for the benefit of the Parties hereto and
their permitted assigns, and shall not confer any rights upon any person or
entity not a party to this Agreement, including, but not limited to, any
directors, partners, principals, officers, employees or clients of the Parties.


            9.09   Exercise of Rights. The failure or delay of a Party in exercising
any rights granted to it hereunder shall not constitute a waiver of any such
right and that Party may exercise that right at any time. Any single or
partial exercise of any particular right by a Party shall not exhaust the same
or constitute a waiver of any other right.


            9.10   Force Majeure. (a)   Any failure or omission by a Party in the
performance of any obligation under this Agreement shall not be deemed a breach
of this Agreement or create any liability, if the same arises from any cause or
causes beyond the control of such Party, including, but not limited to, the
following, which, for purposes of this Agreement shall be regarded as beyond
the control of each of the Parties hereto: acts of God, fire, storm, flood,
earthquake, governmental regulation or direction, acts of the public enemy,
war, rebellion, insurrection, riot, invasion, strike or lockout (each a “Force
Majeure”); provided, however, that such Party shall resume the performance
whenever such causes are removed.


            (b)   Notwithstanding the foregoing, if a Party cannot perform any Shared
Service under this Agreement for a period of forty-five (45) days due to a
Force Majeure, either Party may suspend its obligations regarding such Shared
Service by providing written notice to the other Party; provided, however, that
if the suspending Party is Consulting, it shall, to the extent practicable, (A)
provide KPMG a transition period to eliminate or mitigate any Termination Costs
incurred or to be incurred by KPMG from the termination of Shared Services
hereunder as a result of KPMG’s investment in and development of a shared
infrastructure and

19








national support capabilities and (B) reimburse KPMG for any Termination
Costs which have not been eliminated. Upon notice of suspension of a Shared
Service pursuant to Section 9.10, KPMG shall use its good faith efforts to
eliminate or mitigate its Termination Costs as soon as practicable.


            9.11   Relationship of the Parties. Nothing in this Agreement shall be
deemed or construed by the Parties, or by any third party, to create the
relationship of a partnership, joint venture or similar relationship between
the Parties hereto, and no Party shall be deemed to be the agent of the other
Party, it being understood and agreed that neither the method of computing
compensation or any or other provision contained herein shall be deemed to
create any relationship between the Parties hereto other than the relationship
of independent parties contracting for services. No Party has, nor shall it
hold itself out as having, any authority to enter into any contract or create
any obligation or liability on behalf of, in the name of, or binding upon any
other Party.


            9.12   Set Off. Subject to Sections 2.03, if Consulting fails to pay any
amount owing to KPMG when due, KPMG is hereby authorized at any time from time
to time, without notice to Consulting (any such notice being expressly waived
by Consulting), to set off and apply (or cause any affiliate of KPMG to set off
and apply) any and all amounts at any time held and any indebtedness at any
time owing by KPMG or such affiliate to or for the credit of the account of
Consulting, against any or all of such amounts, and any amount due under this
Agreement, any promissory note or otherwise, irrespective of whether or not
KPMG shall have made any demand and although such obligations may be unmatured.
The rights stated in this Section 9.12 are in addition to other rights and
remedies (including, without limitation, other rights of set-off or lien) that
KPMG may have.


            9.13   Conflict. In case of conflict between the terms and conditions of
this Agreement and any Schedule, the terms and conditions of such Schedule
shall control and govern as it relates to the Shared Service to which those
terms and conditions apply.


            9.14   Limitation. The Parties understand and acknowledge that this
Agreement is among KPMG, Consulting, Inc. and LLC and that their respective
partners, principals, officers, directors, shareholders and members are not
liable hereunder in their capacity as such.


            9.15   Entire Agreement. This Agreement , including the Schedules hereto,
sets forth all of the promises, agreements, conditions and understandings
between the Parties respecting the Shared Services and supersedes all previous
negotiations, conversations, discussions, correspondence, memorandums and
agreements between the Parties concerning the Shared Services.


20









            IN WITNESS WHEREOF, the Parties hereto have caused this Transition
Services Agreement to be executed as of the day and year first above written.



	
	KPMG LLP

	By:	/s/ Stephen G. Butler



	
	Name: Stephen G. Butler

Title: Chairman
	KPMG CONSULTING, INC
	By:	/s/ Randolph C. Blazer



	
	Name: Randolph C. Blazer

Title: President and CEO
	KPMG CONSULTING, LLC.
	By:	/s/ Randolph C. Blazer



	
	Name: Randolph C. Blazer

Title: President and CEO of KPMG Consulting, Inc., member











Schedule A to the Transition Services
Agreement


Cost Allocations for Specific Services



	 	 	 	The sections in Schedule A describe the cost allocations and service
levels agreed upon for both basic and added service areas being
supported.
	 
	 	 	 	Cost allocation bases are also specified for each of the service
areas (see definitions of certain allocation bases below). Cost
allocation bases may only be modified in advance with the agreement
of both entities. Some costs are currently charged out as user fees,
e.g., report production, EMCs, etc. Such costs will continue to be
charged in that manner unless the parties mutually agree it is no
longer appropriate to do so.
	 
	 	 	 	It is intended that the entities will share costs for the services
provided. Costs will not include any provision for profit or added
overhead elements. In calculating the costs to be allocated for
basic and added services, partner or principal compensation will be
included.



Definitions of Certain Allocation Bases



	 	 	 	Following are certain allocation bases used in Schedule A.
	 
	 	 	 	FTEs
	 
	 	 	 	Allocate costs to each entity based on the ratio of that entity’s
total practice-related full-time equivalent client service
professionals and support staff personnel (including subcontractor
equivalents if applicable) (FTEs) divided by the sum of both
entities’ practice-related on a comparable basis.
	 
	 	 	 	Where applicable, subcontractor equivalents are calculated by
dividing subcontractor hours worked by the normal available working
hours of full-time employees, based on a 40-hour work week.
	 
	 	 	 	Directly Assignable Based Upon Statement of Work
	 
	 	 	 	Costs are directly assigned to specific practice(s) and based on an
agreed-upon statement of work.



Service Level



	 	 	 	Service levels for basic services will be equivalent for Consulting
and KPMG unless otherwise stated in the service level agreement.
	 
	 	 	 	Descriptions of the major shared service areas are attached. Note
that the descriptions are not intended to be all inclusive. The
attached cost allocation schedules represent all the areas of shared
costs as currently contemplated.



1






Schedule A to the Transition Services
Agreement



Term



	 	 	 	The Shared Services shall be provided for either a three of four year
term as specified below.



2






Schedule A to the Transition Services
Agreement


Information Services



	 	 	 	Information Services includes technology infrastructure including
WAN, telecommunications, email, help desk and desktop services, and
applications support. Note that costs for personal (laptop and
desktop) computers and cellular phones or pagers for each party’s
employees are charged directly to each of the parties.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	User Services		•
		Help Desk —Firm
		X
				
		FTE’s
		4 years
	
	
	
	

			
•
		Help Desk - Function
		
			X
			Directly assignable
based upon
statement of work
		4 years
	
	
	
	

			
•
		Field desktop support
		X
				
		FTE’s
		4 years
	
	
	
	

			
•
		Applications rollout
		X
			
			FTE’s
		4 years
	
	
	
	

	Telecommunications,
excluding remote
access (UUNET)		
•
		All voice and
data costs for
maintaining all
KPMG accounts (does
not include
personal costs run
through T&E)
		X
			
			FTEs
		4 years
	
	
	
	

	Remote Access (UUNET)		
		
		X
						Usage
		4 years
	
	
	
	

	Applications		
•
		Nonfunction
specific
applications
customization and
installation
		X
			
			FTEs
		4 years
	
	
	
	

			
•
		Y2K
		X
			
			FTEs
		4 years
	
	
	
	

			
•
		Applications
maintenance
		X
						FTEs
		4 years
	
	
	
	

	Architecture		
•
		Network design
		X
			
			FTEs
		4 years
	
	
	
	

			
•
		Network maintenance
		X
						FTEs
		4 years



3






Schedule A to the Transition Services
Agreement



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Client Services and
other functional
applications		
•
		Practice-specific
applications
development &
maintenance
			
			X
		Directly assignable
based upon
statement of work
		4 years
	
	
	
	

	Data center							X
			
		FTEs
		4 years
	
	
	
	

	Administration		
		
			X
			
		FTEs
		4 years



4






Schedule A to the Transition Services
Agreement


Practice Protection



	 	 	 	Practice Protection includes legal counsel, professional practice
liability insurance including self-insurance costs, and fees,
judgments and settlements.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	General Counsel
			
				
			X
		Directly assignable based upon statement of work
		3 years
	
	
	
	

	Office of General Counsel — Litigation
			
				
			X
		Directly assignable based upon statement of work
		3 years
	
	
	
	

	Office of General Counsel — Contracts			
				
			X
		Directly assignable based upon statement of work
		3 years



5






Schedule A to the Transition Services
Agreement


Marketing & Communications



	 	 	 	There will be no joint marketing.



6






Schedule A to the Transition Services
Agreement


Benefits



	 	 	 	Benefits includes pension, medical, dental, and other group insurance.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
				Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Pension Plans			
				
			X
		Actual Cost
		4 years
	
	
	
	

	Medical/Dental			
				
			X
		Actual Cost
		4 years
	
	
	
	

	Other Group

Insurance			
				
			X
		Actual Cost
		4 years
	
	
	
	

	Advisory Services			
				X
			
		FTEs
		3 years
	
	
	
	

	Concierge			
				X
			
		FTEs
		3 years
	
	
	
	

	Stock Options			
				
			X
		Directly assignable based
upon statement of work
		4 years
	
	
	
	

	ESPP			
				
			X
		Directly assignable based
upon statement of work
		3 years
	
	
	
	

	Recoveries			
				X
			X
		Based upon related charges
		3 years
	
	
	
	

	Partners’ Retirement			
				
			
		Directly assignable based
upon statement of work		3 years
	
	
	
	

		New Plan			
				
			X
				
	
	
	
	

		Old Plan		
					X
			
		Directly assignable based
upon actual payments to
recipients		
	
	
	
	

	Life/Family			
				X
			
		FTEs
		3 years



7






Schedule A to the Transition Services
Agreement


Interest



	 	 	 	Interest includes financing for general business purposes




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method*		Term
	
		
		
		
		
		

	Capital Investment			
			X
			
			FTEs
		Three or four
years, depending on
the term period for
the service related
to the capital
investment.



*The ultimate allocation method may change depending upon the cash
management program utilized. It is the intent of the parties that
each entity pay/earn interest based upon its borrowing/lending
position.



8






Schedule A to the Transition Services
Agreement


Support Services



	 	 	 	Support Services includes office support including copiers,
facilities management, and file rooms.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Facilities

Operations Services		
•
		Postage & Delivery


		X
						FTEs
	3 years
	
	
	
	

			
•
		Mail Room
		X
						FTEs
	3 years
	
	
	
	

			
•
		Xerox
		X
						FTEs
	3 years
	
	
	
	

	Supplies		
•
		Generic
		X
						FTEs
	3 years
	
	
	
	

	Procurement		
		
		X
						FTEs
	Three years (except
that for systems
support included
therein, the term
shall be four
years).
	
	
	
	

	NDPPS		
		
		X
			
			Usage
	3 years
	
	
	
	

	Supplies		
•
		Entity specific,
i.e., letterhead
			
			X
		Actual Purchases
	3 years



9







Schedule A to the Transition Services
Agreement


Center for Leadership Development (CLD)



	 	 	 	CLD includes development and delivery of training, excluding
participant time and expense.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Partner in Charge		
•
		Coordination of
training facilities
and management of
training personnel
		X
			
			Proportion of CLD
services acquired
to total CLD
services
		3 or 4 years
depending on the
term of the related
service
	
	
	
	

	Assurance		
		
		
			X
			Directly assignable
based upon
statement of work
		3 years
	
	
	
	

	Tax		
		
		
			X
			Directly assignable
based upon
statement of work
		3 years
	
	
	
	

	Consulting		
		
		
			X
			Directly assignable
based upon
statement of work
		3 years
	
	
	
	

	Nonassignable

Payroll		
		
		
			X
			Chargeable to
assigned work
(Rates set to
absorb total cost)
		3 years
	
	
	
	

	Training Strategy		
•
		Basic research
regarding training
strategy trends and
methodologies
		X
			
			FTEs
		3 years
	
	
	
	

	Industry/LOB		
		
		
			X
			Directly assignable
based upon
statement of work
		3 years
	
	
	
	

	Administrative		
		
		X
			
			Proportion of CLD
services acquired
to total CLD services
		3 years
	
	
	
	

	Knowledge Management		
•
		Firmwide

application tools
		X
			
			FTEs
		4 years
	
	
	
	

	SAP		
		
		
			X
			Directly assignable
based upon
statement of work
		3 years
	
	
	
	

	End User Technology		
		
		X
			
			FTEs
		4 years



10






Schedule A to the Transition Services
Agreement


Finance & Accounting



	 	 	 	Finance & Accounting services include accounting processing,
financial management and engagement management coordination.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Accounting

Processing —

Service Centers		
•
		Payroll
			X
	
			FTEs processed by location
		4 years
	
	
	
	

			
•
		General ledger
		X
				FTEs processed by location
		4 years
	
	
	
	

			
•
		Accounts payable
(excluding
approvals and
coding)
		X
				FTEs processed by location
		4 years
	
	
	
	

			
•
		Fixed assets
		X
				FTEs processed by location
		4 years
	
	
	
	

			
•
		Time & expense
processing
		X
			FTEs processed by location
			4 years
	
	
	
	

			
•
		Engagement accounting
(excluding data entry)
		X
			FTEs processed by location
			4 years
	
	
	
	

			
•
		Cash application
		X
			FTEs processed by location
			4 years
	
	
	
	

	Accounting
Processing,
Reporting &
Analysis —Field		
•
		Engagement

Accounting Data entry
				X
		For Consulting, directly
assignable based upon
statement of work. The
balance allocated to
Assurance & Tax based upon
FTEs.
		4 years
	
	
	
	

			
•
		Accounts payable
approvals and
coding
				X
		For Consulting, directly
assignable based upon
statement of work. The
balance allocated to
Assurance & Tax based upon
FTEs.
		4 years
	
	
	
	

			
•
		Reporting
				X
		For Consulting, directly
assignable based upon
statement of work. The
balance allocated to
Assurance & Tax based upon
FTEs.
		4 years
	
	
	
	

			
•
		Analytical
support to practice
leaders
				X
		For Consulting, directly
assignable based upon
statement of work. The
balance allocated to
Assurance & Tax based upon
FTEs.
		4 years
	
	
	
	

	National Practice

CFO Team		
•
		National practice
leader reporting,
analytical &
operations support
				X
		Directly assignable based
upon statement of work
		4 years



11






Schedule A to the Transition Services
Agreement



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Partner Accounts		
•
		All transactions
relating to
partners’ accounts
			X
			Partners Accounts maintained
		3 years
	
	
	
	

	Firm & Partner Tax		•
		Leadership, SALT
and international
		X
				FTEs
		4 years
	
	
	
	

			
•
		Firm tax returns
			X
			Usage
		4 years
	
	
	
	

			
•
		Other firm tax

matters
			X
			Usage
		4 years
	
	
	
	

			
•
		Partner tax

returns (charged

out)
			X
			Usage
		4 years
	
	
	
	

	NSS		
•
		National office

accounting

processing
		X
				FTEs
		4 years
	
	
	
	

			
•
		Application Support
		X
				FTEs
		4 years
	
	
	
	

			
•
		Treasury
			X
			Actual Cost
		4 years
	
	
	
	

			
•
		KPMG LLP
controller team
expenses and
related support
		X
				FTEs
		4 years
	
	
	
	

			
•
		National support
including
applications
		X
				FTEs
		4 years
	
	
	
	

			
•
		National Data
Management
Coordinators
		X
				FTEs
		4 years
	
	
	
	

			
•
		Consolidation and
reporting
			X
			Actual Cost
		4 years
	
	
	
	

	EMCs								X
			Directly assignable based
upon statement of work.
		3 years
	
	
	
	

	EMCs Recoveries								X
			Usage
		3 years
	
	
	
	

	CFO		
•
		Coordination of
basic processing
and oversight of
administration
		X
				Proportion of accounting
services acquired to total
accounting services
		3 or 4 years
depending on the
term of the related
service
	
	
	
	

	International

Support								X
			Directly assignable based
upon statement of work
		4 years
	
	
	
	

	EMC Recruiting &
Training								X
			Usage
		3 years



12






Schedule A to the Transition Services
Agreement


Human Resources (HR)



	 	 	 	Human Resources services include human resources processing,
recruiting, and benefits administration.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Vice Chairman		
•
		Oversight of
administration of
basic HR processing
and support
		X
			
			Proportion of HR services
acquired to total HR
services
		3 or 4 years
depending on the
term of the related
service
	
	
	
	

	Campus Recruiting		
		
		
			X
			Allocate based on
percentage of campus
hires
		3 years
	
	
	
	

	National Director HR		
•
		Oversight of
administration of
HR processing and
support
		X
			
			Proportion of HR services
acquired to total HR
services
		3 or 4 years
depending on the
term of the related
service
	
	
	
	

	HRSC		
		
		X
			
			FTEs
		4 years
	
	
	
	

	National Director

Area HR		
•
		Local oversight
of administration
of HR processing
and support
		X
			
			FTEs
		3 years
	
	
	
	

	Areas		
		
		X
			
			FTEs
		3 years
	
	
	
	

	International HR		
		
		
			X
			Allocate based on
percentage of
international rotations
		3 years
	
	
	
	

	International

Recoveries		
		
		
			X
			Allocate based on
percentage of
international rotations
		3 years
	
	
	
	

	Technology		
		
		X
			
			FTEs
		4 years
	
	
	
	

	EEOC/AAP		
		
		X
			
			FTEs
		3 years
	
	
	
	

	Compensation &
Benefits		
•
		Basic research
regarding
compensation trends
and methods
		X
			
			FTEs
		3 years
	
	
	
	

	Pension/ Partner

Services		
		
		
			X
			Number of partner accounts
		3 years
	
	
	
	

	Group Benefits		
		
		X
			
			FTEs
		3 years
	
	
	
	

	Salary Administration		
		
		
			X
			Directly assignable based
upon statement of work
		4 years



13






Schedule A to the Transition Services
Agreement



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
					Indicative
	Sub-Function				Components		Basic		Added		Allocation Method		Term
	
				
		
		
		
		

	
	
	
	

	Administrative
Overhead of
Experienced Hire
Recruiting		
		
		X
			
			Allocate based on
percentage of experienced
hires
		3 years
	
	
	
	

	Assurance Recruiting		
		
		
			X
			Directly assignable based
upon statement of work
		3 years
	
	
	
	

	Tax Recruiting		
		
		
			X
			Directly assignable based
upon statement of work
		3 years
	
	
	
	

	Recruiting Recoveries		
		
		
			X
			Allocate based on
percentage of experienced
hires
		3 years
	
	
	
	

	HR Communications

Support		
		
		
			X
			Actual Usage
		3 years
	
	
	
	

	HR Finance &
Accounting		
		
		X
			
			FTEs
		3 years
	
	
	
	

	Work Life/ Retention		
		
		X
			
			FTEs
		3 years
	
	
	
	

	Diversity		
		
		X
			
			FTEs
		3 years
	
	
	
	

	Organizational

Effectiveness		
		
		X
			
			FTEs
		3 years
	
	
	
	

	Staffing		
		
		
			X
			Directly assignable based
upon statement of work
		3 years
	
	
	
	

	Assurance HR		
		
		
			X
			Directly assignable based
upon statement of work
		3 years
	
	
	
	

	Tax HR		
		
		
			X
			Directly assignable based upon
statement of work
		3 years
	
	
	
	

	OnBoarding		
		
		
			X
			Usage
		4 years



14






Schedule A to the Transition Services
Agreement


Client Service Delivery



	 	 	 	Client Service Delivery services include new product development and
deployment, and practice risk-management departments.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Assurance/ Risk

Management			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	Assurance Services			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	DPP —Assurance			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	DPP —Tax			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	DPP Peer Review			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	Risk Management			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	Tax Services			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	Administration			
				X
			
		In relation to assignable costs
		3 years
	
	
	
	

	Washington National

Tax			
				
			X
		Directly assignable based upon
statement of work
		3 years
	
	
	
	

	Vice Chairman —Tax			
				
			X
		Directly assignable based upon
statement of work
		3 years



15






Schedule A to the Transition Services
Agreement


International



	 	 	 	International services include fees for participation in KPMG
International, and international rotations.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	KPMG International

Funding			
				
			X
		International budget,
excluding specific
functions budgets, is
charged to KPMG LLP
by IHQ. Only the
portion of that
allocation related to
technology and
knowledge management
will be allocated to
Consulting. That
allocation will based
upon FTEs.
		4 years
	
	
	
	

	International

Transfer Program			
				
			X
		FTEs assigned overseas
		3 years
	
	
	
	

	International

Budget for Specific

Functions			
				
			X
		Directly assignable
based upon statement
of work
		3 years
	
	
	
	

	Country Support			
				
			X
		Directly assignable
based upon statement
of work
		3 years



16






Schedule A to the Transition Services Agreement


Knowledge Management



	 	 	 	Knowledge Management services include intellectual capital
acquisition and dissemination.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Content			
				
			
		
		
	
	
	
	

	        Functional			
				
			X
		Directly assignable
based on statement
of work
		4 years
	
	
	
	

	        Generic			
				X
			
		FTEs
		4 years
	
	
	
	

	Technology			
				
			
		
		
	
	
	
	

	        Op. Support			
				X
			
		FTEs
		4 years
	
	
	
	


	        Messaging			
				X
			
		FTEs
		4 years
	
	
	
	

	        Global Call Center			
				X
			
		FTEs
		4 years
	
	
	
	


				
				X
			
		FTEs
		4 years
	
	
	
	

	People
							
			
		
		
	
	
	
	


	        Users			
				
			X
		Directly assignable
based on statement
of work
		4 years
	
	
	
	


	        K Masters			
				
			X
		Directly assignable
based on statement
of work
		4 years
	
	
	
	

	        Content Experts			
				
			X
		Directly assignable
based on statement
of work
		4 years
	
	
	
	

	        Solution Center			
				
			X
		Directly assignable
based on statement
of work
		4 years



17







Schedule A to the Transition Services Agreement


Other



	 	 	 	Other services include partner meetings, other insurance, other
taxes, and sundry.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Internal Audit			
				
			X
		Usage
		3 years
	
	
	
	

	Property and Casualty
Insurance			
				
			X
		Actual policy cost
		3 years
	
	
	
	

	NSS Payroll Taxes			
				X
			
		Related payroll costs
		Three or four years
depending on the
classification of
related personnel
	
	
	
	

	Foreign Taxes							
			X
		Directly assignable
to the entity which
incurs the tax
		3 years
	
	
	
	

	FASB, GASB, and AICPA			
				
			X
		Directly assignable

based upon usage
		3 years
	
	
	
	

	Partner Meetings			
				
			X
		Allocated based on
percentage of
attendees
		3 years
	
	
	
	

	Minority Interest			
				
			X
		Ownership
		3 years
	
	
	
	

	Miscellaneous		•
	Personal Days
Accrual
			X
			
		Directly assignable
based on statement
of work/FTEs
		3 years
	
	
	
	

			•
	Fast Tax Returns			
			
		
		
	
	
	
	

			•
	Sales/Use Tax			
			
		
		
	
	
	
	

			•
	Home Sale
Under/Over —Absorbed			
			
		
		
	
	
	
	

	Expat PRD			
				
			X
		Directly assignable
based on statement
of work
		3 years
	
	
	
	

	International PRD			
				
			X
		Directly assignable
based on statement
of work
		3 years
	
	
	
	

	Washington National Tax			
				
			X
		Directly assignable
based on statement
of work
		3 years
	
	
	
	

	Expat & International
Recoveries			
				
			X
		Directly assignable
in relation to
charge
		3 years



18







Schedule A to the Transition Services Agreement


Taxes



	 	 	 	Taxes includes local business taxes.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Local business taxes			
				
			X
		Directly assignable
to the entity which
incurred the tax
		3 years



19







Schedule A to the Transition Services Agreement


Legacy Replacement



	 	 	 	Legacy Replacement includes costs for replacement of enterprise
systems.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Replacement of
enterprise systems			
			X
			
			   FTEs
		4 years



20







Schedule A to the Transition Services Agreement


Administration



	 	 	 	Administration includes Meeting & Travel Services, Real Estate &
Facilities Planning, National Purchasing, Relocation, and Operations
Services for NSS.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Indicative
	Sub-Function		Components		Basic		Added		Allocation Method		Term
	
		
		
		
		
		

	Meeting & Travel
Services				
		X
			
			Usage
		4 years
	
	
	
	

	Real Estate &
Facilities Planning				
		X
			
			Occupancy usage
		3 years
	
	
	
	

	Relocation				
		X
			
			Usage
		3 years
	
	
	
	

	Operations Services - NSS		•      	Purchasing
		X
			
			FTEs
		3 years



21







Schedule A to the Transition Services Agreement


Appendix 1 to Schedule A


Exhibit A —Service Areas



	 	 	 	This exhibit summarizes service categories, provider and coordinator




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Service Category		Provider of Services		LLP Service
Coordinator		Consulting Service
Coordinator
	
		
		
		

	Information Services		KPMG LLP			Richards				Peck	
	
	
	
	

	Practice Protections		KPMG LLP			Strange				Peck	
	
	
	
	

	Benefits		KPMG LLP			Flynn				Peck	
	
	
	
	

	Interest		KPMG LLP			Heintz				Peck	
	
	
	
	

	Support Services		KPMG LLP			Regan				Peck	
	
	
	
	

	Center for Leadership Development		KPMG LLP			Flynn				Peck	
	
	
	
	

	Finance & Accounting		KPMG LLP			Heintz				Peck	
	
	
	
	

	Human Resources		KPMG LLP			Flynn				Peck	
	
	
	
	

	Client Service Delivery		KPMG LLP			Strange				Peck	
	
	
	
	

	International		KPMG LLP			Alspaugh				Peck	
	
	
	
	

	Knowledge Management		KPMG LLP			Alspaugh				Peck	
	
	
	
	

	Other		KPMG LLP			Alspaugh				Peck	
	
	
	
	

	Taxes		KPMG LLP			Heintz				Peck	
	
	
	
	

	Legacy Replacement		KPMG LLP			Laughman				Peck	
	
	
	
	

	Administration		KPMG LLP			Regan				Peck	



22







Schedule A to the Transition Services Agreement


Appendix 2 to Schedule A


Services No Longer Provided or Charged to Consulting



	 	 	 	 	 	 	 	 	 	 	 
	Function		Indicative
Components		Basic		Added
	
		
		
		

	Practice Protection -
Fees Judgements &
Settlements		•					X
	
	
	
	

	Practice Protection

- Professional

Indemnity Insurance		•					X
	
	
	
	

	Marketing and
Communications -
Research —Basic		•	General market
research and
statistics
				X
	
	
	
	

	Marketing and
Communications -
Creative —Basic		•	General message
and graphics
development
				X
	
	
	
	

	Marketing and
Communications -
Industry —Firm		
•

•

•	Events

Collateral

Other advertising
							X
	
	
	
	

	Marketing and
Communications -
Alumni Relations		•
	N/A (As agreed to
by the National or
local function
leaders, as
appropriate)
		
					X
	
	
	
	

	Marketing and
Communications -
Public Relations
Firmwide		
			
				
	X
	
	
	
	

	Marketing and
Communications -
Crisis Management
Firmwide		
			
				
	X
	
	
	
	

	Finance and
Accounting —Firm
Financial Planning &
Analysis		
•

•	M&A Support

Firmwide planning
& analysis projects							X
	
	
	
	

	Finance and
Accounting -
National Industry
LOB CFO Team		
•	National industry
leader reporting
and analytical
support
			
				X
	
	
	
	

	Finance and
Accounting -
Partnership audit		
			
				
	X



23







Schedule A to the Transition Services Agreement


Services No Longer Provided or Charged to Consulting




	 	 	 	 	 	 	 	 	 	 	 
	Function		Indicative
Components		Basic		Added
	
		
		
		

	Finance and Accounting -
Consulting Planning &
Analysis										X
	
	
	
	

	Human Resources -

Consulting Recruiting						X
	
	
	
	

	Client Service Delivery -
DPP —Consulting						X
	
	
	
	

	Client Service Delivery -
Vice Chairman —Consulting						X
	
	
	
	

	Latin America		•
	Support Payments
			X

	
	
	
	

	Canada		•
	Support Payments
			X

	
	
	
	

	Americas		•
	Support Payments
			X

	
	
	
	

	Human Resources —KPMG
Foundation										X
	
	
	
	

	Human Resources -

Consulting HR										X
	
	
	
	

	Area Managing Partners -

Office-wide meetings -

Firm		•
	As agreed to by
the National or
local functional
leaders, as
appropriate			X

	
	
	
	

	Area Other —Local
Charitable Contributions		•
	Charitable
contributions as
agreed to by local
consulting and KPMG
LLP leadership			X

	
	
	
	

	Area Managing Partners -

Office-wide meetings		•
	Function
			X

	
	
	
	

	Lines of Business* —LOB
Vice Chairs										X
	
	
	
	

	Lines of Business* -
Operating budgets										X
	
	
	
	

	Lines of Business* —NIDs										X
	
	
	
	

	Executive —Chairman						X
	
	
	
	

	Executive —Deputy Chairman						X
	
	
	
	

	BOD & Management Committee						X
	
	
	
	

	Government Affairs						X



24







Schedule A to the Transition Services Agreement




	 	 	 	 	 	 	 	 	 	 	 
				Indicative
	Sub-Function			Components			Basic		Added
	
			
			
		

	Marketing and
Communications -
Leadership		•
	Coordination of
basic marketing
services and
personnel			X
	
	
	
	

	Marketing and
Communications -
Research —Added		•
	Practice-specific
market research and
statistics						X
	
	
	
	

	Marketing and
Communications -
Creative —Added		•
	Practice-specific
message and
graphics
development						X
	
	
	
	

	Marketing and
Communications -
Advertising —Brand		•
	Brand advertising						X
	
	
	
	

	Marketing and
Communications -
Advertising -
Product		•
	Product

advertising						X
	
	
	
	

	Marketing and
Communications -
Firm		•
	Firm
communications
(Items of interest
to KPMG world)			
			X
	
	
	
	

	Marketing and
Communications -
Product		•
	Product

communications			
			X
	
	
	
	

	Marketing and
Communications -
Events —Firmwide		•
	Other firmwide
events e.g.
anniversaries (As
agreed to by the
National or local
functional leaders,
as appropriate)			
			X
	
	
	
	

	Marketing and
Communications -
Events —Functions									X
	
	
	
	

	Marketing and
Communications -
Consulting		•
	Support for
events, collateral
and proposal
production						X
	
	
	
	

	Marketing and
Communications -
Industries
Function									X
	
	
	
	

	Marketing and
Communications -
Area Programs &
Personnel									X



25







Schedule A to the Transition Services Agreement




	 	 	 	 	 	 	 	 	 	 	 
				Indicative
	Sub-Function			Components			Basic		Added
	
			
			
		

	
	
	
	

	Marketing and
Communications -
Area Operations		•
	Graphics
						X
	
	
	
	

	Marketing and
Communications -
Recoveries
(International)						X
	
	
	
	

	Marketing and
Communications -
Operations						X
	
	
	
	

	Marketing and
Communications -
Public Relations
Function									X
	
	
	
	

	Marketing and
Communications -
Crisis Management
Function									X
	
	
	
	

	Marketing and
Communications -
Japanese Practice									X
	
	
	
	

	Marketing and
Communications -
Relationship
Management		•
	OMS
			X
	
	
	
	

	Marketing and
Communications -
Marketing Services						X









	*	 	LOB National Managing Partners includes industry marketing leaders.



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