Employee Stock Purchase Plan





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	KPMG CONSULTING, INC.

EMPLOYEE STOCK PURCHASE PLAN
	Amended & Restated Cert. of Incorp. of the Company
	Employee Stock Purchase Plan
	Opinion of Sidley & Austin
	Consent of Grant Thornton LLP
	Consent of Arthur Andersen LLP








EXHIBIT 4.3












KPMG CONSULTING, INC.

EMPLOYEE STOCK PURCHASE PLAN

      1.   Purpose. The purpose of the KPMG Consulting, Inc. Employee Stock
Purchase Plan (the “Plan”) is to provide employees of KPMG Consulting, Inc., a
Delaware corporation (the “Company”), and its Affiliates (as defined below)
added incentive to remain employed by such companies and to encourage increased
efforts to promote the best interests of such companies by permitting eligible
employees to purchase shares of common stock, par value $0.01 per share, of the
Company (“Common Stock”) at below-market prices. The Company intends to use
reasonable efforts to have the Plan qualify as an “employee stock purchase
plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the
“Code”). However, the Company does not undertake or represent that the Plan
complies or will continue to comply with Section 423 of the Code. In addition,
this Plan authorizes the grant of options and issuances of Common Stock which
do not qualify under Section 423 of the Code pursuant to sub-plans adopted by
the Committee designed to achieve desired tax or other objectives in particular
locations or with respect to particular entities. For purposes of the Plan,
the term “Affiliate” shall mean (i) any subsidiary corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, as
described in Section 424(f) of the Code (a “Subsidiary”); and (ii) any other
entity in which the Company has an equity interest or with which the Company
has a significant business relationship. Furthermore, “Designated Affiliate”
shall mean any Affiliate which has been designated by the Committee as eligible
to participate in the Plan with respect to its employees.


      2.   Eligibility.


      (a)  Eligible Employee. For any Offering Period (as defined in Section 4)
participation in the Plan shall be open to each employee of the Company or any
Designated Affiliate whose customary employment is for at least 20 hours per
week as of the first day of any such Offering Period (hereinafter, an “Eligible
Employee”). No right to purchase Common Stock hereunder shall accrue under the
Plan in favor of any person who is not an Eligible Employee as of the first day
of the relevant Offering Period. For purposes of the Plan, the term “employee”
shall not include any individual who performs services for the Company or any
Designated Affiliate pursuant to an agreement (written or oral) that classifies
such individual’s relationship with the Company or any Designated Affiliate as
other than a common law employee of the Company or any Designated Affiliate,
regardless of whether such individual is at any time determined to be a common
law employee of the Company or any Designated Affiliate.


      (b)  Limitations. Notwithstanding anything contained in the Plan to the
contrary, no Eligible Employee shall acquire a right to purchase Common Stock
hereunder to the extent that (i) immediately after receiving such right, such
employee would own 5% or more of the total combined voting power or value of
all classes of stock of the Company or any Subsidiary (including any stock
attributable to such employee under Section 424(d) of the Code); or (ii) it
would permit such employee to purchase, as of the first day of an Offering
Period (as defined in Section 4), shares in excess of three times the quotient
of $25,000 (or such other amount as may be specified in Section 423 of the
Code) divided by the fair market value of a share of Common Stock on the first
day of such Offering Period (as defined in Section 4), provided, however, that
no employee shall accrue rights to purchase stock (under this plan and any
other plan of the Company and its Affiliates described in Section 423 of the
Code) at a rate that exceeds $25,000 of fair market value as of the beginning
of an









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Offering Period (as defined in Section 4), for each calendar year
therein, determined under Section 423(b)(8) of the Code and the Regulations
thereunder.


      (c)  Rights and Privileges. All Eligible Employees who participate in the
Plan shall have the same rights and privileges under the Plan except for
differences which may be mandated by local law and which are consistent with
Section 423(b)(5) of the Code; provided, however, that Eligible Employees
participating in a sub-plan adopted pursuant to Section 16 hereof which is not
designed to qualify under Section 423 of the Code need not have the same rights
and privileges as Eligible Employees participating in the Section 423 Plan.
The Committee (as defined in Section 12) may impose restrictions on eligibility
and participation of Eligible Employees who are officers and directors to
facilitate compliance with federal or state securities laws or foreign laws.


      3.   Effective Date of Plan. The Plan shall become effective on the date of
the commencement of the initial public offering of the Company’s Common Stock
(the “Effective Date”). The Plan shall cease to be effective unless, within 12
months before or after the date of its adoption by the Board of Directors (the
“Board”) of the Company, it has been adopted by the shareholders of the Company
at a duly-called meeting of such shareholders.


      4.   Offering Periods and Purchase Periods.


      (a)  Offering Periods. While the Plan is in effect, two overlapping
Offering Periods shall commence in each calendar year. The Offering Periods
shall consist of the twenty-four-month periods commencing on each February 1
and August 1. The first Offering Period, however, shall commence on the
Effective Date and end on January 31, 2003. The Committee, in its discretion,
may change the ending date to coincide with the last day of a calendar month so
long as the first Offering Period does not exceed twenty-five months.


      (b)  Purchase Periods. While the Plan is in effect, two Purchase
Periods shall commence in each calendar year. The Purchase Periods shall
consist of the six-month periods commencing February 1 and August 1. The
initial Purchase Period, however, shall commence on the Effective Date, or as
soon thereafter as is administratively feasible. The Committee, in its
discretion, may shorten or lengthen the initial Purchase Period.


      (c)  Participation. Each participant shall be granted a separate right to
purchase Common Stock for each Offering Period in which such participant
participates. The right shall be granted on the first day of the Offering
Period and shall be exercised automatically in successive installments on the
last day of each Purchase Period (the “Exercise Date”) within such Offering
Period. An Eligible Employee may participate in only one Offering Period at a
time.


      (d)  Applicable Offering Period. For purposes of calculating the Purchase
Price under Section 6, the applicable Offering Period shall be determined as
follows:


            (i)  Once a participant is enrolled in the Plan for an Offering Period,
such Offering Period shall continue to apply to him or her until the earliest
of (A) the end of such Offering Period, (B) the end of his or her participation
under Section 8 or (C) re-enrollment for a subsequent Offering Period under
Subsection (ii) or (iii) below.


            (ii) In the event that the Fair Market Value of the Common Stock on the
first day of the Offering Period for which the participant is enrolled is
higher than on the first day of any


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subsequent Offering Period, the participant
shall automatically be re-enrolled for such subsequent Offering Period.


            (iii) Any other provision of the Plan notwithstanding, the Committee, in
its discretion, may determine prior to the commencement of any new Offering
Period that all participants shall be re-enrolled for such new Offering Period.


            (iv) When a participant reaches the end of an Offering Period but his or
her participation is to continue, then such participant shall automatically be
re-enrolled for the Offering Period that commences immediately after the end of
the prior Offering Period.


      5.   Basis of Participation.


      (a)  Payroll Deduction. Subject to compliance with applicable rules
prescribed by the Committee, each Eligible Employee shall be entitled to enroll
in the Plan as of the first day of any Offering Period which begins on or after
such employee has become an Eligible Employee, provided, however, that for the
first Offering Period under the Plan, each Eligible Employee with respect to
such Offering Period shall be entitled to enroll as of the date prescribed by
the Committee.


      To enroll in the Plan, an Eligible Employee shall make a request to the
Company or its designated agent, at the time and in the manner prescribed by
the Committee, specifying the amount of payroll deduction to be applied to the
compensation paid to the employee by the employee’s employer while the employee
is a participant in the Plan. The amount of each payroll deduction specified
in such request for each such payroll period shall be a whole percentage of a
participant’s compensation, unless otherwise determined by the Committee to be
a whole dollar amount, in either case not to exceed 15%, or such lesser
percentage as may be determined by the Committee, of the participant’s
compensation (before withholding or other deductions) paid to him or her during
the Offering Period by the Company or any of the Designated Affiliates.
Subject to compliance with applicable rules prescribed by the Committee, the
request shall become effective on the first day of the Offering Period
following the day the Company or its designated agent receives such request,
provided, however, that for the first Offering Period under the Plan, the
request shall be effective as of the payroll period prescribed by the
Committee.


      Payroll deductions (and any other amount paid under the Plan) shall be
made for each participant in accordance with such participant’s request until
such participant’s participation in the Plan terminates, such participant makes
a new request that changes the amount of payroll deductions, the participant
elects to suspend his or her participation in the Plan or the Plan terminates,
all as hereinafter provided.


      A participant may change the amount of his or her payroll deduction
effective as of the first day of any Offering Period by so directing the
Company or its designated agent at the time and in the manner specified by the
Committee. The Committee may establish rules limiting the frequency with which
participants may discontinue and resume payroll deductions under the Plan and
may impose a waiting period on participants wishing to resume payroll
deductions following discontinuance. The Committee also may change the rules
regarding discontinuance of participation or changes in participation in the
Plan. Except to the extent otherwise determined by the Committee, a
participant may not change the amount of his or her payroll deduction effective
as of any date other than the first day of a Offering Period, except that a
participant may elect to suspend his or her participation in the Plan as
provided in Section 8.


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      Payroll deductions for each participant shall be credited to a purchase
account established and maintained on behalf of the participant on the books of
the participant’s employer or such employer’s designated agent (a “Purchase
Account”). On each Exercise Date, the amount in each participant’s Purchase
Account will be applied to the purchase of the number of shares of Common Stock
determined by dividing such amount by the Purchase Price (as defined in Section
6) for the Purchase Period ending on such Exercise Date. No interest shall
accrue at any time for any amount credited to a Purchase Account of a
participant except where otherwise required by local law as determined by the
Committee. Unless otherwise specified by the Committee, payroll deductions
made with respect to employees paid in currencies other than U.S. dollars shall
be accumulated in local (non-U.S.) currency and converted to U.S. dollars as of
the Exercise Date.


      (b) Other Methods of Participation. The Committee may, in its discretion,
establish additional procedures whereby Eligible Employees may participate in
the Plan by means other than payroll deduction, including, but not limited to,
delivery of funds by participants in a lump sum or automatic charges to
participants’ bank accounts. Such other methods of participating shall be
subject to such rules and conditions as the Committee may establish. The
Committee may at any time amend, suspend or terminate any participation
procedures established pursuant to this paragraph without prior notice to any
participant or Eligible Employee.


      6.   Purchase Price. The purchase price (the “Purchase Price”) per share of
Common Stock hereunder for a Purchase Period included in an Offering Period
shall be (a) in the case of the first Offering Period, the lesser of 85% of the
initial public offering price of a share of Common Stock and 85% of the fair
market value of a share of Common Stock on the Exercise Date within such
Purchase Period and (b) in the case of any Offering Period subsequent to the
first Offering Period, the lesser of 85% of the fair market value of a share of
Common Stock on the first day of such Offering Period and 85% of the fair
market value of a share of Common Stock on the Exercise Date within such
Purchase Period. If such sum results in a fraction of one tenth of one cent,
the Purchase Price shall be increased to the next higher tenth of one cent.
For purposes of the Plan, the fair market value of a share of Common Stock on a
given day shall be the last sale price of a share of Common Stock as reported
on the Nasdaq National Market on the date as of which such value is being
determined, or, if the Common Stock is listed on a national securities
exchange, the last sale price of a share of Common Stock on the principal
national stock exchange on which the Common Stock is traded on the date as of
which such value is being determined, or if there shall be no reported
transactions for such date, on the next preceding date for which transactions
are reported, provided, however, that the fair market value of a share of
Common Stock on the first day of the first Offering Period under the Plan shall
be the price at which shares of Common Stock are first offered to the public.
In no event, however, shall the Purchase Price be less than the par value of a
share of Common Stock.


      7.   Purchase Accounts and Certificates. The Common Stock purchased on an
Exercise Date by each participant shall be posted to such participant’s
Purchase Account as soon as practicable after, and credited to such
participant’s Purchase Account as of, such Exercise Date. Except as provided
in Section 8 and Section 9, a participant will be issued his or her shares when
his or her participation in the Plan is terminated, the Plan is terminated or
upon request, but, in the last case, only in denominations of at least 25
shares.


      After the close of each Purchase Period, information will be made
available to each participant regarding the entries made to such participant’s
Purchase Account, the number of shares of Common Stock purchased and the
applicable Purchase Price. In the event that the maximum


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number of shares of
Common Stock are purchased by the participant for the Offering Period and cash
remains credited to the participant’s Purchase Account, such cash shall be
delivered as soon as practicable to such participant. For purposes of the
preceding sentence, the maximum number of shares of Common Stock that may be
purchased by a participant for a Offering Period shall be determined under
Section 2.


      The Committee may permit or require that shares be deposited directly with
a broker designated by the Committee (or a broker selected by the Committee) or
to a designated agent of the Company, and the Committee may utilize electronic
or automated methods of share transfer. The Committee may require that shares
be retained with such broker or agent for a designated period of time (and may
restrict dispositions during that period) and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares or to restrict
transfer of such shares. The Committee may require that shares purchased under
the Plan shall automatically participate in a dividend reinvestment plan or
program maintained by the Company. The Company shall retain the amount of
payroll deductions used to purchase Common Stock as full payment for the Common
Stock and the Common Stock shall then be fully paid and non-assessable.


      8.   Suspension or Termination of Participation. A participant may elect at
any time, in the manner prescribed by the Committee, to suspend his or her
participation in the Plan, provided such election is received by the Company or
its designated agent prior to the date specified by the Committee for
suspension of participation during the Offering Period for which such
suspension is to be effective.


      Upon any suspension of participation, the participant’s payroll deductions
shall cease and the cash credited to such participant’s Purchase Account on the
date of such suspension shall be delivered as soon as practicable to such
participant. A participant who elects to suspend participation in the Plan
shall be permitted to resume participation in the Plan by making a new request
at the time and in the manner described in Section 5 hereof.


      If the participant dies, terminates employment with the Company or the
Designated Affiliate for any reason, or otherwise ceases to be an Eligible
Employee, such participant’s participation in the Plan shall immediately
terminate. Upon such terminating event, the cash credited to such
participant’s Purchase Account on the date of such termination shall be
delivered as soon as practicable to such participant or his or her legal
representative, as the case may be without interest (except where required by
local law) and certificates for the number of full shares of Common Stock and
the cash equivalent for any fractional share held for such participant’s
benefit shall be issued to him or her. The cash equivalent for any fractional
share held for the benefit of a participant shall be determined by multiplying
the fractional share by the fair market value of a share of Common Stock on the
day immediately preceding such election to receive such shares determined as
provided in Section 6. Whether a termination of employment has occurred shall
be determined by the Committee. The Committee also may establish rules
regarding when leaves of absence or change of employment status will be
considered to be a termination of employment, and the Committee may establish
termination of employment procedures for this Plan which are independent of
similar rules established under other benefit plans of the Company and its
Affiliates.


      9.   Termination or Amendment of the Plan. The Plan shall terminate on June
30, 2026, unless earlier terminated by action of the Board or the Committee in
which case notice of such termination shall be given to all participants, but
any failure to give such notice shall not impair the effectiveness of the
termination.


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      Such termination shall not impair any rights that under the Plan shall
have vested on or prior to the date of such termination. If at any time the
number of shares of Common Stock remaining available for purchase under the
Plan are not sufficient to satisfy all then-outstanding purchase rights, the
Board or Committee may determine an equitable basis of apportioning available
Common Stock among all participants.


      The Board or the Committee may amend the Plan from time to time in any
respect for any reason; provided, however, no such amendment shall (a)
materially adversely affect any purchase rights outstanding under the Plan
during the Offering Periods in which such amendment is to be effected, (b)
increase the maximum number of shares of Common Stock which may be purchased
under the Plan, (c) decrease the Purchase Price of the Common Stock for any
Purchase Period below the lesser of 85% of the fair market value thereof on the
first day of the Offering Period containing such Purchase Period and 85% of
such fair market value on the last day of such Purchase Period or (d) adversely
affect the qualification of the Plan under Section 423 of the Code.


      Upon termination of the Plan, the number of full shares of Common Stock
held for each participant’s benefit shall be issued as soon as practicable to
such participant and the cash equivalent of any fractional share so held
determined as provided in Section 8, and, except as otherwise provided in
Section 15, the cash, if any, credited to such participant’s Purchase Account,
shall be distributed as soon as practicable to such participant.


      10.   Non-Transferability. Rights acquired under the Plan are not
transferable and may be exercised only by a participant and any attempted
transfer shall be null and void and without effect. If a participant in any
manner attempts to transfer, assign or otherwise encumber his or her rights or
interest under the Plan, such act shall be treated as an election by the
participant to discontinue participation in the Plan pursuant to Section 8.


      11.   Shareholder’s Rights. No Eligible Employee or participant shall by
reason of the Plan have any rights of a shareholder of the Company until he or
she shall acquire Common Stock as herein provided.


      12.   Administration of the Plan. The Plan shall be administered by a
committee appointed by the Board consisting of two or more members of the Board
(the “Committee”). In addition to the power to amend or terminate the Plan
pursuant to Section 9, the Committee shall have full power and authority to:
(i) interpret and administer the Plan and any instrument or agreement entered
into under the Plan; (ii) establish such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
(iii) designate which Affiliates will participate in the Plan; and (iv) make
any other determination and take any other action that the Committee deems
necessary or desirable for administration of the Plan, including by way of
illustration the adoption of sub-plans applicable to specified Affiliates or
locations or the delegation of any of its power and authority to one or more
individuals. Decisions of the Committee shall be final, conclusive and binding
upon all persons, including the Company or its Affiliates, any participant and
any other employee of the Company or its Affiliates. A majority of the members
of the Committee may determine its actions and fix the time and place of its
meetings. The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. The Company shall pay all expenses incurred in the
administration of the Plan. No Board or Committee member shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted thereunder.


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      Except as otherwise provided in Section 2 above, the Plan shall be
administered so as to ensure that all participants have the same rights and
privileges as are provided by Section 423(b)(5) of the Code.


      13.   Maximum Number of Shares. Subject to adjustment as hereinafter set
forth, the maximum number of shares of Common Stock that may be purchased under
the Plan is 19 million shares, plus an annual increase on the first day of each
of the Company’s fiscal years beginning July 1, 2001 and ending June 30, 2026
equal to the lesser of (i) 30 million shares, (ii) three percent (3%) of the
shares outstanding on the last day of the immediately preceding fiscal year or
(iii) such lesser number of shares as is determined by the Board or the
Committee. Common Stock sold hereunder may be purchased for participants in
the open market (on an exchange or in negotiated transactions) or may be
previously acquired treasury shares, authorized and unissued shares, or any
combination of shares purchased in the open market, previously acquired
treasury shares or authorized and unissued shares. If the Company shall, at
any time prior to, on or after the Effective Date of the Plan, change its
issued Common Stock into an increased number of shares, with or without par
value, through a stock dividend or a stock split, or into a decreased number of
shares, with or without par value, through a combination of shares, then,
effective with the record date for such change, the maximum number of shares of
Common Stock which thereafter may be purchased under the Plan and the maximum
number of shares which thereafter may be purchased during any Offering Period
shall be the maximum number of share which, immediately prior to such record
date, remained available for purchase under the Plan and under any Offering
Period proportionately increased, in case of such stock dividend or stock
split, or proportionately decreased in case of such combination of shares.


      14.   Miscellaneous. Except as otherwise expressly provided herein, (i) any
request, election or notice under the Plan from an Eligible Employee or
participant shall be transmitted or delivered to the Company or its designated
agent and, subject to any limitations specified in the Plan, shall be effective
when received by the Company or its designated agent and (ii) any request,
notice or other communication from the Company or its designated agent that is
transmitted or delivered to Eligible Employees or participants shall be
effective when so transmitted or delivered. The Plan, and the Company’s
obligation to sell and deliver Common Stock hereunder, shall be subject to all
applicable federal, state and foreign laws, rules and regulations, and to such
approval by any regulatory or governmental agency as may, in the opinion of
counsel for the Company, be required.


      15.   Change in Control. In order to maintain the participants’ rights in
the event of any Change in Control of the Company, as hereinafter defined, upon
such Change in Control the then current Offering Periods shall thereupon end,
and the cash credited to all participants’ Purchase Accounts shall be applied
to purchase shares pursuant to Sections 6 and 7, and the Plan shall immediately
thereafter terminate. For purposes of this Section 15, “Change in Control”
shall mean:


      (1)    a sale or transfer of all or substantially all of the assets of the
Company on a consolidated basis in any transaction or series of related
transactions;


      (2)    any merger, consolidation or reorganization to which the Company is a
party, except for a merger, consolidation or reorganization in which the
Company is the surviving corporation and, after giving effect to such merger,
consolidation or reorganization, the holders of the Company’s outstanding
equity (on a fully diluted basis) immediately prior to the merger,


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consolidation or reorganization will own in the aggregate immediately following
the merger, consolidation or reorganization the Company’s outstanding equity
(on a fully diluted basis) either (i) having the ordinary voting power to elect
a majority of the members of the Company’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 the Company as reasonably determined by the Board;


              (3)    individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
such Board; provided, however, that any individual who becomes a director of
the Company subsequent to the date hereof whose election, or nomination for
election by the holders of the Company’s equity, was approved by the vote of at
least a majority of the directors then comprising the Incumbent Board shall be
deemed to have been a member of the Incumbent Board; and provided further, that
no individual who was initially elected as a director of the Company as a
result of an actual or threatened solicitation by any individual, entity or
group (a “Person”) other than the Board, including any “person” within the
meaning of Section 13(d) of the Exchange Act, for the purpose of opposing a
solicitation by any other Person with respect to the election or removal of
directors, or any other actual or threatened solicitation of proxies or
consents by or on behalf of any Person other than the Board shall be deemed to
have been a member of the Incumbent Board; or


              (4)    any Person other than KPMG LLP or its affiliates, acquires beneficial
ownership of 30% or more of the outstanding equity of the Company generally
entitled to vote on the election of directors.


      16.   Committee Rules for Foreign Jurisdictions. The Committee may adopt
rules or procedures relating to the operation and administration of the Plan to
accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Committee is specifically
authorized to adopt rules and procedures regarding handling of payroll
deductions, payment of interest, conversion of local currency, payroll tax,
withholding procedures and handling of stock certificates which vary with local
requirements.


      The Committee may also adopt sub-plans applicable to particular Designated
Affiliates or locations, which sub-plans may be designed to be outside the
scope of Section 423 of the Code. The rules of such sub-plans may take
precedence over other provisions of this Plan, with the exception of Section
5(a), but unless otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-plan.


      17.   No Enlargement of Employee Rights. Nothing contained in this Plan
shall be deemed to give any Eligible Employee the right to be retained in the
employ of the Company or any Affiliate or to interfere with the right of the
Company or any Affiliate to discharge any Eligible Employee at any time.


      18.   Governing Law. This Plan, any related agreements (such as an
enrollment form), and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the Code or the law of the
United States, shall be governed by the laws of the state of Delaware and
construed in accordance therewith without giving effect to principles of
conflicts of law.



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