EXHIBIT 10.4

NON-COMPETITION AGREEMENT

Dated as of February 13, 2001,

among

KPMG CONSULTING, LLC,

KPMG CONSULTING, INC.

and

KPMG LLP





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NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT(the Agreement), dated as of February 13,
2001, is among KPMG LLP, a Delaware registered limited liability partnership
(the Partnership), KPMG Consulting, Inc., a Delaware corporation
(Consulting, Inc.), and KPMG Consulting, LLC, a Delaware limited liability
company (LLC, and together with Consulting, Inc., Consulting).

W I T N E S S E T H

WHEREAS, the Partnership has separated its Consulting Business (as
hereinafter defined) from its accounting and tax businesses;

WHEREAS, the Partnership formed Consulting, Inc. and LLC in connection
with the transfer to LLC of certain of the operating assets, properties,
personnel and liabilities related to the Consulting Business held by the
Partnership and certain Subsidiaries of the Partnership so that from and after
the Effective Date the Consulting Business was held by Consulting;

WHEREAS, the Partnership and Consulting desire to clearly distinguish the
types of professional services that will be provided by each of the Partnership
and Consulting;

WHEREAS, the Partnership and Consulting entered into the Division of
Services Agreement dated as of January 31, 2000 (the Original Agreement)
which shall remain in effect until the earlier of the occurrence of an IPO or a
Change in Control (each as defined herein); and

WHEREAS, the Partnership and Consulting desire to amend and restate the
terms of the non-competition provisions contained in the Original Agreement,
such amendment and restatement to be effective only upon the earlier of the
occurrence of an IPO or a Change in Control.

NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Partnership and
Consulting each hereby agree as follows:

ARTICLE I

DEFINITIONS, INTERPRETATIONS AND EFFECTIVENESS

Section 1.1.   Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below.

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BMPmeans the Partnerships proprietary Business Measurement Process
methodology used in connection with assurance services.

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 in 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
Consulting as reasonably determined by the Board of Directors; or
|
| | (iii)   any Person, other than the Partnership 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Consultinghas the meaning set forth in the Preamble.

Consulting Businessmeans the business of Consulting, which shall
consist of the provision of the Consulting Services and the Consulting
Supporting Services.

Consulting, Inc.has the meaning set forth in the Preamble.

Consulting, LLChas the meaning set forth in the Preamble.

Consulting Servicesmeans those services provided by Consulting and the
Transferred Subsidiaries to their clients immediately following the Effective
Date, which consists of the Systems Integration and Integrated Solutions
Services, and in particular those services listed on Appendix A hereto
identified as Consulting Services, and any New Consulting Services.

Consulting Supporting Servicesshall mean those Consulting Services that
are necessary or advisable to be provided in connection with or related to the
provision of any of the Partnership Services to be provided to any client of
the Partnership Business.

Disputehas the meaning set forth in Section 3.1.

Effective Datemeans January 31, 2000.

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IPOshall mean the initial public offering of the common stock of
Consulting, Inc. registered under the Securities Act of 1933, as amended.

New Consulting Serviceshall mean a service related to the Consulting
Services that is not currently provided by the Partnership or Consulting but
which the Parties agree, in accordance with the terms of this Agreement, shall
constitute a Consulting Service.

New Partnership Serviceshall mean a service related to the Partnership
Services that is not currently provided by the Partnership or Consulting but
which the Parties agree, in accordance with the terms of this Agreement, shall
constitute a Partnership Service.

New Serviceshall mean a New Consulting Service or a New Partnership
Service.

Original Agreementshall have the meaning set forth in the recitals.

Partnership Servicesmeans those services provided by the Partnership or
its Retained Subsidiaries immediately following the Effective Date, which
consists of the assurance and tax services currently provided by the
Partnership, other than Consulting Services, including without limitation,
attestation and verification services, business risk and technology risk
management services, and other services utilizing BMP as a platform for the
delivery of such services, including but not limited to those services
identified on Appendix A attached hereto as Assurance Services, and the New
Partnership Services.

Partnership Supporting Servicesshall mean those Partnership Services
that are necessary or advisable to be provided in connection with or related to
the provision of any of the Consulting Services to clients of the Consulting
Business.

Partymeans the Partnership, Consulting, Inc. or LLC.

Personmeans an individual, corporation, partnership, limited liability
company, unincorporated syndicate, unincorporated organization, trust, trustee,
executor, administrator or other legal representative, governmental authority
or agency, or any group of Persons acting in concert.

Retained Subsidiariesmeans any Subsidiary of the Partnership at any
time after the Effective Date, but excluding Consulting and the Transferred
Subsidiaries.

Systems Integration and Integrated Solutions Servicesmeans services
related to the installation and implementation of hardware and software
products, electronic commerce and other internet-based solutions and related
information technology services, including without limitation, software
development, resale, distribution and evaluation of third-party products,
strategic and operations advice and assistance, including without limitation,
operational or process redesign, operations improvement of a clients internal
processes or the information flows required to support those operations;
provided, that such services shall be subject to any limitations set forth in
Appendix A.

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Subsidiarymeans, when used with reference to any Party, any
corporation, partnership, limited liability company or other entity, a majority
of the outstanding voting power of which is owned directly or indirectly by
such Party.

Transferred Subsidiariesmeans any Subsidiary which relates to the
Consulting Business and which is transferred to Consulting or a Subsidiary of
Consulting.

Section 1.2. Rules of Construction. In this Agreement, unless a clear
contrary intention appears:



| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)   singular numbers includes the plural and vice versa;                                                                                                                                                  
|
| | (2)   reference to any gender includes the other gender;                                                                                                                                                    
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| | (3)   reference to any Section means such Section of this Agreement
and references in any Section or definition to any clause means such
clause of such Section or definition;                              
|
| | (4)   herein, hereunder, hereof, hereto, and words of similar
import shall be deemed references to this Agreement as a whole and not to
any particular Section or other provision hereof or thereof;
|
| | (5)   including (and with correlative meaning include) means
including without limiting the generality of any description preceding
such term;                                                          
|
| | (6)   relative to the determination of any period of time, from
means from and including, to means to but excluding and through
means through and including; and                                
|
| | (7)   headings contained in this Agreement have been inserted for
convenience of reference only and are not to be used in construing this
Agreement.                                                        

Section 1.3.   Effectiveness of this Agreement. 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.

ARTICLE II

NON-COMPETITION

Section 2.1.   Non-Competition. (a) From and after the Effective Date,
Consulting may provide the Consulting Services and shall not, directly or
through any Person controlling, controlled by, or under direct or indirect
common control with Consulting, engage in the provision of any Partnership
Services.

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(b)   From and after the Effective Date, the Partnership may provide the
Partnership Services and shall not, directly or through any Person controlling,
controlled by, or under direct or indirect common control with the Partnership,
engage in the provision of any Consulting Services.

Section 2.2.   New Services. The Partnership and Consulting acknowledge
that each of the Partnership Business and the Consulting Business will, in the
future, involve the provision of services not currently provided by either the
Partnership or Consulting and each agrees that it is advisable and in the best
interests of each of the Parties to provide a mechanism to evaluate the
appropriate Party to provide such services during the term of this Agreement.
In furtherance thereof, the Partnership and Consulting hereby agree that any
New Service shall become part of the business with respect to which such
service most closely relates at the time. To facilitate this agreement, each
Party shall, upon the written request of the other Party, but in any event no
later than March 31 and September 30 of each year during the term of this
Agreement, provide the other Party with information describing in reasonable
detail New Services which have been made available by the Party since the last
report. The Party offering such New Service shall have the exclusive right to
do so and such service shall be included within the definition of the services
provided by such Party as set forth herein unless the other Party sends written
notice of its objection thereto within 30 days of receipt of written
notification. Any such objection shall be considered a Dispute and shall be
resolved in accordance with the provisions of this Agreement.

Section 2.3.   Additional Considerations and Agreements. (a) Nothing in
this Agreement shall limit the right of either Party to hire the personnel
needed to provide the services to be provided by such Party consistent with the
terms of this Agreement.

(b)   During the term of this Agreement, Consulting shall not become a
licensed certified public accounting firm and the personnel of Consulting shall
not hold themselves out as certified public accountants or provide any advice
or interpretation of any accounting standards, literature or rules and the
interpretation thereof as promulgated by the applicable standard setting
bodies, including without limitation, the Financial Accounting Standards Board,
the American Institute of Certified Public Accountants and the Securities and
Exchange Commission, or the successors thereto, in any manner or by any means.
The Partnership shall not become a systems integrator.

(c)   Each Party shall have the right to determine the appropriate titles
for its personnel, based on market acceptance and demand. Notwithstanding the
foregoing, the Partnership and Consulting each agree that, during the term of
this Agreement, it is advisable and in the best interests of each of the
Parties to limit the competition between the Partnership Business and the
Consulting Business with respect to the recruitment of personnel and in that
regard the Partnership hereby agrees to use all reasonable efforts to avoid the
use of the term consultant in connection with its recruiting efforts.

(d)   The Partnership shall have the right to develop technology tools to
support and facilitate the delivery of the Partnership Services. The
Partnership may, but shall not be required to, utilize the services of
Consulting, other joint venture or alliance partners or any third party vendor
or contractor in connection with such development. The Partnership shall have
the

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right to enter into other joint ventures or alliances, or to use any third
party vendors or contractors in the development and/or delivery of
non-technology tools and Partnership Services.

(e)   To the extent any client engagement as of the Effective Date involved
the services of both the Partnership and Consulting, the Parties agree to
negotiate in good faith the appropriate arrangements necessary to continue such
engagement following the Effective Date if the Parties so desire in a
prime/subcontractor relationship with fees payable by the client for such
contract work.

(f)   The Partnership and Consulting each agree that it is advisable and in
the best interests of the Parties to provide a mechanism to avoid a situation
in which the Partnership and Consulting each submit a proposal to a client to
provide similar services to such client. If either Party obtains information
or otherwise becomes aware that the Partnership and Consulting each intend to
submit a proposal to a client with respect to the same potential engagement,
the Party with such information (the Notifying Party) shall send written
notice to the other Party (the Receiving Party) setting forth the name of the
client and a description of the services to be provided in connection with such
engagement. Within five (5) business days of receipt of such notice the
Receiving Party shall send the Notifying Party a response indicating whether it
intends to submit a proposal with respect to such engagement and, if so, why it
believes it is the appropriate Party to submit the proposal. Within two (2)
business days of receipt of a response indicating the Receiving Partys
intention to submit a proposal, the Notifying Party will send the Receiving
Party written notice of objection if the Receiving Party also intends to submit
a proposal and such objection shall be considered a Dispute and shall be
resolved in accordance with the provisions of this Agreement.

(g)   (i)   The Partnership and Consulting each agree that nothing set forth
herein shall prohibit the Partnership from acquiring, purchasing or otherwise
combining with, and following such acquisition, purchase or combination,
actively engaging in, any business that has a subsidiary, division, group,
franchise or segment that is engaged in any Consulting Services, and
termination of this Agreement shall not occur, so long as such the Partnership
divests itself or causes the divestiture of such subsidiary, division, group,
franchise or segment within six months of the date of such acquisition,
purchase or combination.

(ii)   This Agreement and the rights and obligations of the Parties
hereunder shall terminate in the event the Partnership enters into a merger,
consolidation, amalgamation or other business combination involving the
Partnership or KPMG International which results in the Partnership (either
directly or through any other Person controlling, controlled by, or under
direct or indirect common control with the Partnership) providing consulting
services comparable to those offered by Consulting if the Partnership fails to
divest as required pursuant to Section 2.3(g)(i).

(iii)   In the event that this Agreement is terminated pursuant to Section
2.3(g)(ii), Partnership shall pay to Consulting any damages suffered by
Consulting as a result of an event described in Section 2.3(g)(ii). The
Parties shall negotiate in good faith for a period of 30 days to determine the
amount of any such damages, and if the Parties are unable to agree within such
30 day period, the matter shall be resolved as a Dispute under Article IV.

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(h)   (i)   The Partnership and Consulting each agree that nothing set forth
herein shall prohibit Consulting from acquiring, purchasing or otherwise
combining with, and following such acquisition, purchase or combination,
actively engaging in, any business that has a subsidiary, division, group,
franchise or segment that is engaged in any Partnership Services, and
termination of this Agreement shall not occur so long as Consulting divests
itself or causes the divestiture of such subsidiary, division, group, franchise
or segment within six months of the date of such acquisition, purchase or
combination.

(ii)   This Agreement and the rights and obligations of the Parties
hereunder shall terminate in the event Consulting enters into a merger,
consolidation, amalgamation or other business combination involving Consulting
which results in Consulting (either directly or through any other Person
controlling, controlled by, or under direct or indirect common control with
Consulting) providing assurance or tax services comparable to those offered by
the Partnership if Consulting fails to divest as required pursuant to Section
2.3(h)(i).

(iii)   In the event that this Agreement is terminated pursuant to Section
2.3(h)(ii), Consulting shall pay to the Partnership any damages suffered by the
Partnership as a result of an event described in Section 2.3(h)(ii). The
Parties shall negotiate in good faith for a period of 30 days to determine the
amount of any such damages, and if the Parties are unable to agree within such
30 day period, the matter shall be resolved as a Dispute under Article IV.

(i)   The Parties agree that each of them may, but shall be under no
obligation to, refer clients to one another. In no event shall the Parties pay
referral fees, commissions or other compensation for any such referrals to each
other or to any subsidiary, affiliate, partner, principal, employee or agent of
the other entity.

(j)   The Parties agree that they will not enter into any co- or joint
marketing, advertising or similar agreements or arrangements which (i) are
inconsistent with the agreements in Section 2.3(i), and (ii) do not clearly
state that the Partnership and Consulting are separate firms.

ARTICLE III

DISPUTE RESOLUTION

Section 3.1.   Escalation. Except as provided in Section 4.2 hereof, if a
dispute, claim or controversy arises out of or arises in connection with this
Agreement, including, but not limited to, the termination or validity hereof (a
Dispute), the Partnership and Consulting agree to use the following
procedures, in lieu of either Party initially 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 3.2, the Parties shall first submit the Dispute to an appropriate
corporate officer or partner of each Party for resolution, and if such
corporate officer and partner are unable to resolve such Dispute, either Party
may request that their respective chief executive officers, or their respective
delegees, attempt to resolve such Dispute. The officers or delegees to

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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. Such 30-day period
shall be deemed to commence on the date of a notice from either Party
describing the particular Dispute.

Section 3.2.   Submission to Mediation. If, within 30 days after such
meeting of officer and partner or delegees, the Parties have not succeeded in
negotiating a resolution of the Dispute, the Partnership and Consulting agree
to refer the matter to a panel consisting of one (1) senior partner or the
delegee thereof from the Partnership 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 shall review the
following materials provided by the Partnership 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 3.2 within 30 days of the referral of such Dispute,
the Partnership and Consulting may then pursue the remedies contemplated by
Section 3.3 and 3.4.

Section 3.3.   Arbitration. Any dispute that is not resolved by
negotiations pursuant to Section 3.2 will, 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 3.3 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 3.3 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. The Parties hereby agree that the
existence of a Dispute and the details thereof shall be considered confidential
information, and each Party agrees not to disclose such information to any
other Person except those of its personnel that have a need to know such
information for purposes of attempting to resolve the Dispute.

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Section 3.4.   Injunctive Relief. Nothing contained in this Article III
shall prevent either Party from resorting to judicial process, in accordance
with Section 4.2 if injunctive or other equitable relief from a court is
necessary to prevent serious and irreparable injury to one Party or to maintain
the status quo before, during or after the commencement of the mediation
process set forth in this Article III. 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.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1.   Entire Agreement. This Agreement constitutes the only
agreement between the Parties with respect to the subject matter hereof, there
being no prior written or oral promises or representations not incorporated
herein or therein.

Section 4.2.   Choice of Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York, as
though all acts and omissions related hereto occurred in New York. Any
lawsuit arising from or related to this Agreement shall only be brought, to the
extent permitted by Section 3.3 and 3.4, in the United States District Court
for the Southern District of New York or in any state court in the State of New
York. To the extent permissible by law, the Parties hereby consent to the
jurisdiction and venue of such courts. Each Party hereby waives, releases and
agrees not to assert, and agrees to cause its Affiliates to waive, release and
not assert, any rights such Party or its Affiliates may have under any foreign
law or regulation that would be inconsistent with the terms of this Agreement
as governed by New York law.

Section 4.3.   Amendment; Waiver. No amendment or modification of the
terms of this Agreement shall be binding on any Party unless reduced to writing
and signed by an authorized representative of the Party to be bound. The
waiver by any Party of any particular default by the other Party shall not
affect or impair the rights of the Party so waiving with respect to any
subsequent default of the same or a different kind; nor shall any delay or
omission by either Party to exercise any right arising from any default by the
other Party affect or impair any rights which the non-defaulting Party may have
with respect to the same or any future default.

Section 4.4.   Severability. If any provision of this Agreement is held
invalid or unenforceable for any reason, the invalidity shall not affect the
validity of the remaining provisions of this Agreement, and the Parties shall
substitute for the invalid provision a valid provision which most closely
approximates the intent and economic effect of the invalid provision. Without
limiting the generality of the foregoing, if any provision of this Agreement
shall be determined, under applicable law, to be overly broad in duration,
geographical coverage or substantive scope, such provision shall be deemed
narrowed to the broadest term permitted by applicable law and shall be enforced
as so narrowed.

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Section 4.5.   Counterparts. For convenience of the Parties, this
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original for all purposes.

Section 4.6.   Beneficiaries. This Agreement is solely for the benefit of
the Parties and their respective Affiliates, successors and permitted assigns
and shall not confer upon any other Person any remedy, claim, liability,
reimbursement or other right in excess of those existing without reference to
this Agreement.

Section 4.7.   Notices. All notices which either Party may be required or
desire to give to the other Party shall be in writing and shall be given by
personal service, telecopy, registered mail or certified mail (or its
equivalent), or overnight courier to the other Party at its respective address
or telecopy telephone number set forth below. Mailed notices and notices by
overnight courier shall be deemed to be given upon actual receipt by the Party
to be notified. Notices delivered by telecopy shall also be confirmed in
writing by the sending Party by overnight courier and shall be deemed to be
given upon actual receipt by the Parties to be notified.

If to the Partnership:

| |                    
| | -------------------
|
|
|
|
| | KPMG LLP           
| | 345 Park Avenue    
| | New York, NY 10154 
| | Attention: Chairman



with a copy to:

| |                           
| | --------------------------
| | KPMG LLP                  
| | 345 Park Avenue           
| | New York, NY 10154        
| | Attention: General Counsel



If to Consulting:

| |                                   
| | ----------------------------------
| | KPMG Consulting, Inc.             
| | 1676 International Drive          
| | McLean, Virginia 22102            
| | Attention: Chief Executive Officer



with a copy to:

| |                           
| | --------------------------
| | KPMG Consulting, Inc.     
| | 1676 International Drive  
| | McLean, Virginia 22102    
| | Attention: General Counsel

A Party may change its address or addresses set forth above by giving the other
Party notice of such change in accordance with the provisions of this Section.

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Section 4.8.   Termination. This Agreement and the rights and obligations
of the Parties hereunder shall terminate on the earliest to occur of (i) the
mutual agreement of the Parties or (ii) the fifth anniversary of the closing of
the earlier of the IPO or a Change in Control or (iii) the date of a
termination pursuant to Section 2.3.

Section 4.9.   Section Headings. All Section headings are for convenience
only and shall in no way modify or restrict any of the terms or provisions
hereof.

Section 4.10.   Schedules and Exhibits. All Schedules and Exhibits
referred to herein are intended to be and hereby are specifically made a part
of this Agreement.

Section 4.11.   Performance. Each Party shall cause to be performed, and
hereby guarantee the performance of, all actions, agreements and obligations
set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 4.12.   Limitation. The Parties understand and acknowledge that
this Agreement is among the Partnership, Consulting, Inc. and LLC and that
their respective partners, principals, officers, directors, shareholders and
members are not liable hereunder in their capacity as such.

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IN WITNESS WHEREOF, each of the Parties hereto have caused this
Agreement to be signed by its authorized representatives as of the date first
above written.

|                      | KPMG LLP                                                                          
|--------------------- | ----------------------------------------------------------------------------------
|By:                   | /s/ Stephen G. Butler                                                             
|                      | Name: Stephen G. Butler
Title: Chairman                                           
|KPMG CONSULTING, LLC 
|By:                   | /s/ Randolph C. Blazer                                                            
|                      | Name: Randolph C. Blazer
Title: President and CEO of KPMG Consulting, Inc., member
|KPMG CONSULTING, INC.
|By:                   | /s/ Randolph C. Blazer                                                            
|                      | Name: Randolph C. Blazer
Title: President and CEO                                 



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Appendix A to the Non-Competition Agreement

Non-Competition Between Assurance And Consulting

This document is Attachment A to the Non-Competition Agreement and is intended
to describe the division of services between Assurance and Consulting.

|                                   |  |                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                       
|---------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Service                            |  | Assurance                                                                                                                                                                                                                                           |  | Consulting                                                                                                                                                                                            
|                                   |  |                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                       
|Systems Integration Services       |  | Performs none.                                                                                                                                                                                                                                      |  | Provides all such services.                                                                                                                                                                           
|                                  
|                                  
|                                  
|                                  
|Attestation Services
(1)           |  | Performs all.
This applies to
attestation
services related to
financial and non
financial
information,
including the
authentication/audit
ing of electronic
and digital
transactions.                                                               |  | Performs none.                                                                                                                                                                                        
|                                  
|                                  
|                                  
|                                  
|(2) Accounting Services            |  | Provides all
accounting, and
bookkeeping
services (including
accounting issue
resolution,
compilations and
compilation
assistance,
accounting record
reconstruction,
reconciliation
assistance, account
analysis and
regulatory
compliance reviews) |  | Performs information tasks
in conjunction with and as
a part of financial
systems implementations
and program management of
large scale programs.
This is not provided as a
discrete service offering.
|                                  
|                                  
|                                  
|                                  
|Corporate Transactions, including: |  |                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                       
|                                  
|                                  
|                                  
|                                  
| Valuation Services               |  |  Performs none.                                                                                                                                                                                                                                    |  |  Performs all.                                                                                                                                                                                       
|                                  
|                                  
|                                  
|                                  
| Transaction Services             |  |  Performs all.                                                                                                                                                                                                                                     |  |  Performs none.                                                                                                                                                                                      
|                                  
|                                  
|                                  
|                                  
| Corporate Recovery               |  |  Performs all.                                                                                                                                                                                                                                     |  |  Performs none.                                                                                                                                                                                      
|                                  
|                                  
|                                  
|                                  
| Corporate Finance                |  |  Performs all.                                                                                                                                                                                                                                     |  |  Performs none.                                                                                                                                                                                      
|                                  
|                                  
|                                  
|                                  
| Merger and Integration Services  |  |  Provides as to Partnership Services                                                                                                                                                                                                               |  |  Provides as to Consulting Services                                                                                                                                                                  
|                                  
|                                  
|                                  
|                                  
|Actuarial Services                 |  | Performs all.                                                                                                                                                                                                                                       |  | Performs none.                                                                                                                                                                                        
|                                  
|                                  
|                                  
|                                  
|Management Advisory Services       |  | Performs all.                                                                                                                                                                                                                                       |  | Performs none.                                                                                                                                                                                        



---



|                                   |  |                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                              
|---------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Service                            |  | Assurance                                                                                                                                                                                                                                                                                                              |  | Consulting                                                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                              
|                                  
|                                  
|                                  
|                                  
|Litigation and Forensics           |  | Performs all, including:

 Litigation Support

 Intellectual Property Management

 Integrity Management and Ethics

 Forensics and Fraud Detection and Prevention

 Channel Management                                                                                                                            |  | Not a discrete service.
May provide expert
testimony as requested by
clients.                                                                
|                                  
|                                  
|                                  
|                                  
|(3) Executive
Search               |  | Performs none.                                                                                                                                                                                                                                                                                                         |  | Performs none in the US.                                                                                                                     
|                                  
|                                  
|                                  
|                                  
|Finance and Accounting Outsourcing |  | Provides functional design and
workforce to operate outsourced
processes, and manages engagements.                                                                                                                                                                                                                     |  | Provides technology
solution and support for
systems and networks
supporting engagements.
Consulting is expected to
be the solution provider.
|                                  
|                                  
|                                  
|                                  
|Financial Risk Management          |  | Financial Risk Management includes
services that assist a client in
understanding its financial risks,
designing mechanisms to control and
mitigate risks, and analyzing the
implications of those risks.
Financial risks include derivative
risks, credit risks, treasury risks
and other financial instrument risks. |  | Provides none                                                                                                                                
|                                  
|                                  
|                                  
|                                  
|Business Risk Management           |  | Provides evaluative, diagnostic and
solution services for all areas of
business risk.                                                                                                                                                                                                                                  |  | Provides technology integration services
in business risk engagements.                                                                       
|                                  
|                                  
|                                  
|                                  
|Internal Controls                  |  | Performs assessments, designs and
implements solutions related to
internal controls and as further
defined under Information Risk
Management below. Explicitly
performs                                                                                                                                                |  | Implements technology solutions.                                                                                                             



---



|                                           |  |                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                               
|------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|Service                                    |  | Assurance                                                                                                                                                                                                                                                                                                                                          |  | Consulting                                                                                    
|                                           |  |                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                               
|                                          
|                                          
|                                          
|                                          
|                                           |  | assessment, design and
implementation of internal controls
around information security and
privacy. Provides reports on the
adequacy of systems of internal
controls.                                                                                                                                                                             
|                                          
|                                          
|                                          
|                                          
|Business Measurement and Information Flows |  | Provides services related to the
evaluation and/or attestation of
information flows, including
analyzing information in systems,
using analytics to understand this
information and measurement of
business achievements. Services will
focus on information efficacy,
privacy, reuse and management, as
well as attestation of information flows. |  | Provides technology integration services.                                                     
|                                          
|                                          
|                                          
|                                          
|Strategy Consulting                        |  | Provides none                                                                                                                                                                                                                                                                                                                                      |  | Provides all                                                                                  
|                                          
|                                          
|                                          
|                                          
|Business Process Reengineering             |  | Provides none                                                                                                                                                                                                                                                                                                                                      |  | Provides all                                                                                  
|                                          
|                                          
|                                          
|                                          
|Business Process Analysis                  |  | Business Process Analysis services
are a natural extensions of the BMP
methodology and continuous
improvement aspects of the BMP
methodology.                                                                                                                                                                                                      |  | Provides technology and integration
services to support Business Process
Analysis engagements.
|                                          
|                                          
|                                          
|                                          
|                                           |  | Business Process Analysis services
assists companies in understanding
how they produce financial
information for internal and external
uses. Such services include
financial information flows in the                                                                                                                                             



---



|        |  |                                                                                                                                                                                                                                                                                                                                                 |  |           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|Service |  | Assurance                                                                                                                                                                                                                                                                                                                                       |  | Consulting
|        |  |                                                                                                                                                                                                                                                                                                                                                 |  |           
|       
|       
|       
|       
|        |  | areas of the finance function and
operations.                                                                                                                                                                                                                                                                                                  
|       
|       
|       
|       
|        |  | Business Process Analysis is limited
to:                                                                                                                                                                                                                                                                                                       
|       
|       
|       
|       
|        |  |  analyzing a business process to
understand its objectives,                                                                                                                                                                                                                                                                                   
|       
|       
|       
|       
|        |  |  understanding the impediments to
achievement of those objectives, and                                                                                                                                                                                                                                                                        
|       
|       
|       
|       
|        |  |  making recommendations to improve
the controls to mitigate risk and
improve the process.

Business Process Analysis does not
include integrating technology
solutions into the process.
Assurance can provide Business
Process Analysis services for all
companies with which KPMG LLP has a
BMP based attestation/verification
relationship.
|       
|       
|       
|       
|        |  | Assurance shall not perform Business
Process Analysis services for
companies with which KPMG LLP does
not have a BMP based
attestation/verification relationship
unless they are below the following
criteria or unless Consulting
declines to perform such engagements:                                                                       
|       
|       
|       
|       
|        |  | Commercial entities listed in
Fortunes 1,500 largest                                                                                                                                                                                                                                                                                          



---



|                                |  |                                                                                                                                                                                                                                                                      |  |                                                                                                                       
|------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Service                         |  | Assurance                                                                                                                                                                                                                                                            |  | Consulting                                                                                                            
|                                |  |                                                                                                                                                                                                                                                                      |  |                                                                                                                       
|                               
|                               
|                               
|                               
|                                |  | companies based on revenues*                                                                                                                                                                                                                                        
|                               
|                               
|                               
|                               
|                                |  | Banks and Bank Holding Companies
listed in the American Bankers Top
50 in Assets, and any other financial
services entity including insurance,
mortgage banking, brokerage, credit
card processors or other whose assets
are the same size as the 50 largest
Banks*
|                               
|                               
|                               
|                               
|                                |  | Health Care Providers in systems that
include 7 or more acute care
facilities*                                                                                                                                                                                      
|                               
|                               
|                               
|                               
|                                |  | Federal Government, State Governments
and the 10 Largest Local Government
units*                                                                                                                                                                                    
|                               
|                               
|                               
|                               
|                                |  | Top 100 Research Universities, all
state-wide University systems and all
major state and private University
medical hospitals*                                                                                                                                      
|                               
|                               
|                               
|                               
|Regulatory Services             |  | Provides all evaluative, diagnostic
and solution services for areas of
regulatory risk. Renders attest,
compliance and consultative reports
in this area.                                                                                                            |  | Provides no regulatory services except for
technology integration services to support
regulatory services engagements.
|                               
|                               
|                               
|                               
|(4) Quality Registrar           |  | Provides all, including ISO
registrar services.                                                                                                                                                                                                                      |  | Provides none                                                                                                         
|                               
|                               
|                               
|                               
|(5) Information Risk Management



---



|                                         |  |                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Service                                  |  | Assurance                                                                                                                                                                             |  | Consulting                                                                                                                                                                                                                                                     
|                                         |  |                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                
|                                        
|                                        
|                                        
|                                        
| Functional Solutions                   |  |  Assurance is explicitly responsible
for assessing the quality of Internal
Controls and for providing solutions
where improvements are warranted or
weaknesses exist.                |  |  Consulting may contract with assurance providers,
whereby assurance providers will provide functional
internal controls design expertise on large scale
systems integration service offerings including ERP,
e-Engineering and Supply Chain type engagements.
|                                        
|                                        
|                                        
|                                        
|                                         |  |  Assurance provides a range of
Business Continuity Management (BCM)
services including Systems
Availability, Systems Reliability, and
Systems Recoverability assessments.            |  |  Implements technology solutions to respond to BCM
issues.                                                                                                                                                                                                    
|                                        
|                                        
|                                        
|                                        
| Technical Solutions                    |  | Assurance will provide the technology
solutions that focus on the Internal
Controls Infrastructure.                                                                                   |  | Consulting provides technical solutions to systems
integration engagements including Analysis, Design,
Architecture, Implementation, and Quality Assurance.                                                                                                    
|                                        
|                                        
|                                        
|                                        
| Security Services
Including Privacy(1) |  | Assurance provides these services from
an internal controls perspective in
response to demand for security and
privacy services at an enterprise,
departmental, or application level. |  | Consulting provides these services from a systems
integration perspective in response to demand for
security and privacy services as part of an overall
information systems architecture or systems integration
engagement.                                    
|                                        
|                                        
|                                        
|                                        
|                                         |  | These services focus on assessment,
and strategy development, architecture,                                                                                                           |  | Consulting may partner with assurance providers to
provide functional services should                                                                                                                                                                          



---

|1 |  | This is an area that Assurance and Consulting will have in common. However, each practice engages the market for these services from different perspectives. Assurance from an internal controls perspective and Consulting from a
systems integration perspective.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------