PURCHASE AGREEMENT

PURCHASE AGREEMENT

dated as of March 15, 2005

by and between

MELLON FINANCIAL CORPORATION

Seller

MELLON CONSULTANTS EUROPEAN HOLDINGS LIMITED

UK Seller

AFFILIATED COMPUTER SERVICES, INC.

Buyer

ACS BUSINESS PROCESS SOLUTIONS LIMITED

UK Buyer

and

AFFILIATED COMPUTER SERVICES OF GERMANY GMBH

German Buyer

TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

          THIS STOCK PURCHASE AGREEMENT dated as of March 15, 2005 by and between MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (“ Seller ”), MELLON CONSULTANTS EUROPEAN HOLDINGS LIMITED, an indirect wholly-owned subsidiary of Seller and a corporation formed under The Companies Act 1985 by The Registrar of Companies for England and Wales (“ UK Seller ”), AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation (“ Buyer ”), ACS BUSINESS PROCESS SOLUTIONS LIMITED, an indirect wholly-owned subsidiary of Buyer (“ UK Buyer ”), and AFFILIATED COMPUTER SERVICES OF GERMANY GMBH, an indirect wholly-owned subsidiary of Buyer (“ German Buyer ”).

R E C I T A L S

          WHEREAS, Mellon Human Resources & Investor Solutions Inc. (the “ Company ”), a wholly-owned subsidiary of Seller, is engaged, together with the Subsidiaries and the Investments, in the business of global human resources consulting and outsourcing.

          WHEREAS, the Seller owns of record and beneficially all of the issued and outstanding shares of common stock, $1.00 par value per share, of the Company (the “ Shares ”).

          WHEREAS, prior to the Closing, the UK Seller will own of record and beneficially all of the issued and outstanding shares of Mellon Human Resources and Investor Solutions (Actuaries & Consultants) Limited (such shares, the “ UK Shares ” and such entity “ Mellon UK ”) and Buck Consultants GmbH (such shares, the “ German Shares ” and, together with the UK Shares, the “ European Shares ” and such entity “ Buck Germany ”).

          WHEREAS, (i) the Buyer desires to purchase from the Seller, and the Seller desires to sell to Buyer, the Shares (ii) the UK Buyer desires to purchase from the UK Seller, and the UK Seller desires to sell to the UK Buyer, the UK Shares and (iii) the German Buyer desires to purchase from the UK Seller, and the UK Seller desires to sell to the German Buyer, the German Shares, each upon the terms and subject to the conditions hereinafter set forth.

          NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, Buyer and Seller do hereby agree as follows:

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ARTICLE I
DEFINITIONS

     1.1 General Provisions . For all purposes of this Agreement, except as otherwise expressly provided:

          (a) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular;

          (b) all accounting terms used herein have the meanings assigned to them under GAAP (as defined in Section 1.2);

          (c) all references herein to designated “Articles,” “Sections” and other subdivisions and to “Exhibits” and “Schedules” are to the designated Articles, Sections and other subdivisions of the body of this Agreement and to the exhibits and schedules to this Agreement;

          (d) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

          (e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

          (f) all references herein to (i) Seller’s “knowledge” shall mean the actual personal knowledge as of the relevant date of (A) each of the members of the Executive Management Group of Seller, (B) all persons in the Strategic Planning and Legal Departments of Seller actively involved in the transactions contemplated hereby; and (C) the persons who manage the Business listed in Section 1.1(f) of the Seller’s Disclosure Schedule ; and (ii) Buyer’s “knowledge” shall mean the actual personal knowledge of each of (A) the members of the executive management group of Buyer and (B) each officer in Buyer’s legal department involved in the transactions contemplated hereby;

          (g) all references herein to “books and records” shall include, without limitation, computer records and files;

          (h) all references to Seller, UK Seller, Buyer, UK Buyer, German Buyer or the Company and the Subsidiaries (including, without limitation, references to the

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Company and the Subsidiaries in Section 7.3) shall include any successor or assign of such Person;

          (i) in Sections 4.14 and 4.15, all references to Buyer shall include references to Buyer or any Affiliate of Buyer and all references to Seller shall include references to Seller or any Affiliate of Seller; and

          (j) all references to “party” or “parties” herein shall include references to Buyer, UK Buyer and German Buyer, on the one hand, and Seller and UK Seller, on the other hand.

     1.2 Specific Provisions . As used herein the following definitions shall apply:

          “ Acquiring Person ” is defined in Section 7.3(e).

          “ Action ” means any action, complaint, investigation, petition, suit, demand or other proceeding, whether civil, criminal or regulatory, in law or in equity, or before any arbitrator or Governmental Entity.

          “ Affiliate ” means a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person.

          “ Agreed Adjustments ” is defined in Section 2.4(c).

          “ Agreed Rate ” means, as of the date of any payment of interest to be made by reference thereto, the “fed funds rate,” which shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/ 100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the business day next succeeding such day, provided, that if such day is not a business day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding business day as so published on the next succeeding business day.

          “ Agreement ” means this Agreement by and between Buyer, UK Buyer, German Buyer, UK Seller and Seller as amended or supplemented together with all Exhibits and Schedules hereto.

          “ Agreement Matters ” is defined in Section 16.19.

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          “ Annual Financial Statements ” is defined in Section 4.8.

          “ Applicable Exchange Rate ” is defined in Section 6.14.

          “ Approval ” means with respect to a given Person any approval, authorization, waiver (including waiver of any right to terminate or otherwise adversely affect the rights of the Company or the Subsidiaries under any Material Contract on account of the transactions contemplated hereby), consent, qualification or registration, or any waiver of any of the foregoing, required to be obtained by such Person from, or any notice, statement or other communication required to be filed by such Person with or delivered by such Person to, any Governmental Entity or any other Person.

          “ Basket Amount ” is defined in Section 12.4(b).

          “ Benefit Changeover Date ” is defined in Section 14.2(a).

          “ Buck Germany ” is defined in the Recitals to this Agreement.

          “ Business ” means the global human resources consulting and outsourcing business conducted by the Company and the Subsidiaries, including the Company’s interests in the Investments, but excluding (1) “the Subsidiaries not part of the Business on the Closing Date” referred to in Section 4.3(a) of the Seller’s Disclosure Schedule , (2) the Excluded Intangible Property, (3) the rights and obligations of the Company and the Subsidiaries with respect to the Actions contemplated by Section 12.1(d) and all reserves related thereto (other than Employment Actions), (4) the right, title, interest and obligations of the Company or any Subsidiary under the Retained Leases and all reserves related thereto, (5) the Mellon Pension Services business (it being understood that the exclusion of the Mellon Pension Services business is detailed in column 3 of the Current Balance Sheet), (6) the Retained Business and (7) any other business conducted by Seller or its Affiliates (other than the Company and the Subsidiaries).

          “ Buyer ” is defined in the caption to this Agreement.

          “ Buyer Indemnified Person ” is defined in Section 12.1.

          “ Buyer’s Benefit Plans ” is defined in Section 14.2(a).

          “ Buyer’s Proposed Change in Net Equity ” is defined in Section 2.4(b).

          “ Buyer’s Report ” is defined in Section 2.4(b).

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          “ Canadian Funded Plan ” is defined in Section 6.14.

          “ Canadian Unfunded Plan ” is defined in Section 6.14.

          “ Cap Amount ” is defined in Section 12.4(b).

          “ Change in Net Equity ” means the difference between the Initial Net Equity and the Effective Time Net Equity (which shall be a positive number if Effective Time Net Equity exceeds Initial Net Equity and a negative number if it does not).

          “ Closing ” means the consummation of the purchase and sale of the Shares and the European Shares pursuant to this Agreement.

          “ Closing Date ” means the date of the Closing.

          “ Closing Purchase Price ” is defined in Section 2.2.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Company ” is defined in the Recitals to this Agreement.

          “ Company Benefit Plan ” is defined in Section 14.2(e).

          “ Company Guarantee Obligations ” is defined in Section 7.2(b).

          “ Company’s 401(k) Plan ” is defined in Section 14.2(f).

          “ Competitive Business ” is defined in Section 7.3(a)(i).

          “ Continuing Arrangement Agreements” means Contracts to be entered into at or prior to the Closing between the Company and/or one of the Subsidiaries, on the one hand, and the Seller and/or one of its Affiliates (other than the Company or any Subsidiary), on the other hand, regarding commercial arrangements between such Persons following the Closing, reflecting the terms set forth in the terms sheets attached hereto as Exhibit D and containing such other terms and conditions as are customary for such types of agreements as are acceptable to Buyer and Seller negotiating in good faith.

          “ Contract ” means any binding agreement, contract or arrangement (in each case whether written or unwritten), bond, note, commitment, franchise, indemnity, indenture,

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instrument, lease or license, together with any schedules or documents executed or delivered in connection therewith and any modifications, amendments or supplements thereto.

          “ Contract Employee ” is defined in Section 14.1(a).

          “ Cooperation Agreement ” is defined in Section 9.8.

          “ Current Balance Sheet ” means the consolidated balance sheet of the Company and the Subsidiaries referenced in Section 4.8.

          “ Current Financial Statements ” is defined in Section 4.8.

          “ Data Center and Corporate Utilities ” means software utilities and software tools generally used in data centers similar to Seller’s data center in Pittsburgh, Pennsylvania and corporate infrastructure software. For avoidance of doubt, examples of software utilities and software tools generally used in data centers include operating systems, security systems, network management tools, telecommunications software, wireless network services, application monitoring tools, output management tools, business recovery/failover utilities, storage management tools, shared database management systems, directory services, remote access facilities, application servers/TP monitors, web servers, messaging/middleware systems and application development aids. Examples of corporate infrastructure software include email systems, help desk services, collaboration tools, content management tools, file/data transmission tools and services, voice mail systems and media publishing services. Data Center and Corporate Utilities shall not include (i) software installed on servers or computers owned by the Company or the Subsidiaries, (ii) desktop software such as, without limitation, MicroSoft Office, Microsoft Outlook and other similar desktop applications or (iii) software applications specific to the operation of a human resources consulting and outsourcing business. “ Deferred Compensation Plans ” is defined in Section 6.14(d).

          “ Dr. Dr. Heissmann ” is defined in Section 9.8.

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          “ Effective Time ” means as of 12:00:01 a.m., Eastern time, on the first day of the month in which the Closing occurs.

          “ Effective Time Balance Sheet ” is defined in Section 2.4(a).

          “ Effective Time Net Equity ” is defined in Section 2.4(b).

          “ Effective Time Receivables ” is defined in Section 7.6(a).

          “ Employee Benefit Plans ” means all Employee Pension Benefit Plans (as defined in Section 3(2) of ERISA), all Employee Welfare Benefit Plans (as defined in Section 3(1) of ERISA) including any plans or programs providing similar benefits as are maintained in any jurisdiction outside of the United States, and each other employee benefit program, policy, agreement, arrangement or payroll practice, whether or not subject to ERISA or the Code or similar foreign Law, which provides any bonus, commission, profit-sharing, incentive, change in control, severance or termination benefit, or that is a payroll policy, vacation, fringe benefit, deferred compensation, stock option, stock appreciation right, stock bonus, other stock-based compensation plan, retirement benefits plan or similar arrangement.

          “ Employees ” means those personnel employed by the Company or the Subsidiaries in connection with the Business as of December 31, 2004, all of whom are listed in Section 4.14(a)(i) of the Seller’s Disclosure Schedule (including any such employees on leave who are Inactive Employees), together with any additions thereto and subject to any reductions therefrom arising in the ordinary course of business after December 31, 2004 through and including the Closing Date, all of whom are indicated on the updated Section 4.14(a)(i) of the Seller’s Disclosure Schedule ; provided, however , that individuals employed by the Business in the United States who are on short-term disability or other leave as of the Closing Date shall not become Employees until such time, if ever, as they return to active employment.

          “ Employment Action ” means an Action raised or made by or on behalf of an Employee and that is based on an employer-employee relationship between such person and the Company or the Subsidiaries and pertains to employment workplace claims of sexual harassment, retaliation, wrongful termination, hostile work environment and similar claims but does not include claims related to employee benefits, including pension plans except and solely to the extent that any such employee benefit claim is one for which a Seller Indemnified Party is entitled to indemnification from Buyer under Section 12.2(d), (e) or (f).

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          “ Encumbrance ” means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether voting, sale, transfer, disposition or otherwise), whether imposed by Contract, understanding, Law, equity or otherwise.

          “ Environmental Claim ” means any Action or any other written notice, claim or demand, alleging liability or potential liability under or relating to any Environmental Laws.

          “ Environmental Laws ” means all federal, state, local and foreign statutes, Laws and regulations relating to pollution, occupational health or safety, protection of human health or the environment (including air, surface water, ground water, land surface and subsurface strata), including Laws and regulations relating to emissions, discharges, releases or threatened releases of Regulated Substances, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of Regulated Substances.

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the related regulations and published interpretations.

          “ ERISA Affiliate ” means any Person other than Seller and the Company who, together with Seller and/or the Company, is treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

          “ Estimated Deferred Compensation Plan Adjustment ” is defined in Section 6.14(d).

          “ Estimated Pension Plan Purchase Price Adjustment ” is defined in Section 6.14(a).

          “ European Companies ” means Mellon Human Resources and Investor Solutions (Actuaries & Consultants) Limited and its direct and indirect subsidiaries and Buck Consultants GmbH.

          “ European Shares ” is defined in the Recitals to this Agreement.

          “ Exchange Act ” is defined in Section 4.28.

          “ Excluded Company Plans ” is defined in Section 14.2(e).

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          “ Excluded Intangible Property ” means the names “Mellon,” “Dreyfus,” “The Boston Company,” and “Boston Safe” and any names derived therefrom and any rights (ownership, licensed or otherwise) of the Company or any of the Subsidiaries to use the marks “Mellon,” “Dreyfus,” “Boston Safe,” “The Boston Company,” and/or any other trademarks, service marks, brand names, Internet domain names, logos, trade dress, trade names, corporate names and other distinctive identification, indicia of origin, including, without limitation any and all colors, styles, forms and formats associated therewith, and any adaptations, translations, composites or derivatives of the foregoing, and all registrations and applications for registration of any of the foregoing, and all goodwill associated with and symbolized by the foregoing (“ Trademark Rights ”), except for the Trademark Rights explicitly and specifically granted to Buyer hereunder.

          “ Facilities Lease Assignment ” means an assignment of a Facility Lease, which assignment shall be in form and substance reasonably satisfactory to Seller and Buyer negotiating in good faith.

          “ Facilities Lease Sublease ” means a sublease of all or a portion of the premises covered by a Facility Lease, which sublease shall be in form and substance reasonably satisfactory to Seller and Buyer negotiating in good faith.

          “ Facility Leases ” means the Contracts providing the Company or any Subsidiary with a leasehold interest or right of occupancy in certain premises situated within the locations listed in the initial unnumbered list of locations set forth at the beginning of Section 6.4 of the Seller’s Disclosure Schedule .

          “ Final Change in Net Equity ” is defined in Section 2.4(d).

          “ Final Deferred Compensation Plan Adjustment ” is defined in Section 6.14(d).

          “ Final Pension Plan Purchase Price Adjustment ” is defined in Section 6.14(b).

          “ Financial Statements ” is defined in Section 4.8.

          “ Former Employee ” means any individual previously employed by the Company or a Subsidiary, but who is not an Employee as of the Closing Date.

          “ GAAP ” means generally accepted United States accounting principles; provided, however, that the financial statements prepared or delivered pursuant to this

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Agreement shall not be required to, and shall not, contain all the footnotes contemplated by GAAP or consist of all the financial statements contemplated by GAAP.

          “ German Amendments ” means the amendments to each of the German Documents, as described in Section 9.8.

          “ German Assignment Agreement ” is defined in Section 3.2(p).

          “ German Buyer ” is defined in the caption to this Agreement.

          “ German Documents ” means the Cooperation Agreement, the Joint Venture Agreement, the Notarized Agreement and any amendments relating thereto.

          “ German Shares ” is defined in the Recitals to this Agreement.

          “ Government Contracts ” is defined in Section 4.29(a).

          “ Governmental Entity ” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal, tax authority or other instrumentality of any government, whether federal, state or local, domestic or foreign.

          “ Hart-Scott-Rodino Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the related regulations and published interpretations.

          “ Inactive Employee ” is defined in Section 4.14(a).

          “ Indebtedness ” means obligations on account of money borrowed, bonds, debentures, notes or similar instruments, capitalized leases, letters of credit or guarantees.

          “ Indemnifiable Claim ” means any Loss for or against which any party is entitled to indemnity under this Agreement.

          “ Indemnified Party ” means a party entitled to indemnity under this Agreement.

          “ Indemnifying Party ” means a party obligated to provide indemnity under this Agreement.

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          “ Independent Third Party Actuary ” means an internationally recognized actuary agreed upon by the parties acting in good faith.

          “ Initial Net Equity ” means the book value of the Net Equity as shown on the Current Balance Sheet.

          “ Insurance Proceeds ” means, to the extent assignable, all rights of Seller, the UK Seller, the Company, and the Subsidiaries thereafter as loss payee and/or additional insured under any insurance policies.

          “ Intangible Property ” means all patents, trade names (registered or unregistered), trade dress, trademarks (registered or unregistered), service marks (registered or unregistered), service names, domain names, mask works, copyrights (registered or unregistered), technology, know-how, processes, trade secrets, and all other intellectual or intangible property, confidential or proprietary technical and business information, inventions, proprietary data, formulae, research and development data, computer software applications (including source codes), databases, networks, systems, other copyrights and works of authorship, software licenses, and all worldwide rights associated therewith, together with all applications for the same, including any registrations or applications for registration of any of the foregoing and all goodwill associated with the foregoing.

          “ Investments ” means JV HoldCo and its subsidiaries, Dr. Dr. Heissmann and its subsidiaries and the minority equity interests held directly or indirectly by the Company, all as described in Section 4.3(b) of the Seller’s Disclosure Schedule .

          “ IRS ” means the Internal Revenue Service or any successor entity.

          “ IRS Closing Agreement ” is defined in Section 13.10.

          “ Joint Venture Agreement ” is defined in Section 9.9.

          “ JV HoldCo ” means Heissmann Consultants Holding GmbH.

          “ Law ” means any constitutional provision, statute, ordinance or other law, rule, regulation, or interpretation of any Governmental Entity and any Order, in each instance as in effect as of the date hereof.

          “ Loss ” means any action, cost, damage (excluding special, punitive, incidental or consequential damages, except to the extent awarded by a court in a third-party claim),

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disbursement, expense, liability, loss, deficiency, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, interest or other carrying costs, penalties, and reasonable legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the specified Person.

          “ Material Adverse Effect ” means a material adverse effect on the business, assets, operations, results of operations, revenues, liabilities, financial condition or net income of the Business, or on the ability of the Seller, the UK Seller or the Company to consummate the transactions contemplated hereby.

          “ Material Company Licenses ” is defined in Section 4.10(a).

          “ Material Contracts ” is defined in Section 4.11(a).

          “ Material Customer Contracts ” is defined in Section 4.11(a).

          “ Material Intangible Property ” is defined in Section 4.10(a).

          “ Material Investments ” means Heissmann Consultants Holding GmbH and Dr. Dr. Heissmann GmbH Unternehmensberatung fur Versorgung & Vergutung.

          “ Material Lease ” means each Facility Lease (other than a Retained Lease) pursuant to which the annualized base rent as of December 31, 2004 payable by or allocated to the Business under each such Facility Lease is equal to or greater than $450,000.

          “ Material Licenses ” is defined in Section 4.10(a).

          “ Material Seller Licenses ” is defined in Section 4.10(a).

          “ Material Subsidiary ” means the following Subsidiaries: Mellon HR Solutions LLC, Mellon Consultants, LLC, Mellon Consultants Limited, and Mellon Human Resources and Investor Solutions (Actuaries and Consultants) Limited.

          “ Mellon UK ” is defined in the Recitals to this Agreement.

          “ Multiple Employer Plan ” is defined in Section 4.15(b).

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          “ Neutral Accounting Firm ” means Deloitte & Touche LLP.

          “ Neutral Accounting Report ” is defined in Section 2.4(d).

          “ Net Equity ” means the consolidated assets less the consolidated liabilities of the Company and the Subsidiaries, determined in accordance with GAAP in a manner consistent with the determination thereof reflected on the Current Balance Sheet and after the eliminations and adjustments made in the preparation of the Current Balance Sheet, as reflected therein and in the notes thereto.

          “ Non-Competition Period ” is defined in Section 7.3(a).

          “ Notarized Agreement ” is defined in Section 9.9.

          “ Notice ” is defined in Section 6.8(b).

          “ Order ” means any decree, injunction, stay, judgment, order, ruling, assessment or writ.

          “ Owned Material Intangible Property ” is defined in Section 4.10.

          “ PBGC ” is defined in Section 4.15(c).

          “ Pension Liabilities ” is defined in Section 6.14(b).

          “ Permit ” means any license, permit, franchise, certificate of authority, authorization, or order, or any waiver of the foregoing, required to be issued by any Governmental Entity.

          “ Permitted Encumbrance ” means (i) any Encumbrance for Taxes not yet due and payable and, for those existing on the date of the Current Balance Sheet or the Effective Time Balance Sheet, for which adequate reserves in accordance with GAAP are reflected on the face of such Current Balance Sheet or Effective Time Balance Sheet, (ii) mechanics liens, materialmen liens arising or incurred in the ordinary course of business with respect to which the underlying obligation is not delinquent, (iii) Encumbrances under equipment leases with third parties entered into in the ordinary course of business, (iv) the rights of Buyer, UK Buyer and German Buyer and Seller and UK Seller, respectively, under this Agreement and the Related Documents, (v) the rights of any person claiming by, through or under Buyer; (vi) in the case of tangible property, immaterial Encumbrances or defects of title which do not,

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individually or in the aggregate, materially adversely affect the use or value of such property as used in the Business through the Closing Date and (vii) subleases and other occupancy agreements with third parties for premises, or portions thereof, leased under a Facility Lease.

          “ Person ” means an association, a corporation, a limited liability company, an individual, a partnership, a trust or any other entity or organization, including a Governmental Entity.

          “ Post-Effective Time Receivables ” is defined in Section 7.6(a).

          “ Professional Malpractice Action ” means an Action against Buyer or its Affiliates, the Company, any Subsidiary, the UK Seller or the Seller or its Affiliates with respect to the Business, regarding malpractice, whether arising as a result of negligence, malfeasance or otherwise, or breach of duty, whether as fiduciary or otherwise, in any case arising from or relating to the provision of actuarial services of any type.

          “ Purchase Price ” is defined in Section 2.2.

          “ Related Documents ” means the TSA, Shared Space Agreements, Continuing Arrangement Agreements, the Seller’s Licenses, the Seller’s Assignments, the Third Party Assignments, the Facilities Lease Assignments, the Facilities Lease Subleases, the IRS Closing Agreement and the Reverse TSA.

          “ Regular Employee ” is defined in Section 14.1(a).

          “ Regulated Substance ” means (i) any “hazardous substance” or “pollutant” or “contaminant,” as such terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act (Title 42 United States Code § 9601 et seq.), or Title 40 Code of Federal Regulations Part 302, (ii) any toxic or hazardous substance, material or waste (whether solid, liquid or gaseous), (iii) “petroleum,” as that term is defined in the Resource Conservation and Recovery Act, as amended (Title 42 United States Code § 6691 et seq.), or Title 40 Code of Federal Regulations § 280.1, or (iv) any other substance or waste which is regulated under any applicable Environmental Law with respect to its discharge or release, collection, storage, transportation for disposal, treatment or disposal.

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          “ Retained Business ” is defined in Section 6.13.

          “ Retained Company Plans ” is defined in Section 14.2(e).

          “ Retained Leases ” means those Facility Leases listed on Schedule 6.4(c) of the Seller’s Disclosure Schedule .

          “ Reverse TSA ” means a Transitional Services Agreement between the Company or a Subsidiary and Seller or a Canadian Affiliate thereof in the form of Exhibit F hereto.

          “ Section 338(h)(10) Election ” is defined in Section 13.9(a).

          “ Seller ” is defined in the caption to this Agreement.

          “ Seller Guarantee Obligations ” is defined in Section 7.2(b).

          “ Seller Indemnified Person ” is defined in Section 12.2.

          “ Seller Owned Material Intangible Property ” is defined in Section 4.10.

          “ Seller’s Assignment ” is defined in Section 6.5.

          “ Seller’s 401(k) Plan ” is defined in Section 14.2(f).

          “ Seller’s Benefit Plan Vendors ” is defined in 14.2(g).

          “ Seller’s Benefit Plans ” is defined in Section 4.15(a).

          “ Seller’s Disclosure Schedule ” means the schedule designated as such delivered by Seller to Buyer on or before the execution and delivery of this Agreement and attached hereto as Exhibit C.

          “ Seller’s License ” is defined in Section 6.5.

          “ Shared Space Agreements ” means those agreements between the Company and/or one or more of its Subsidiaries, on the one hand, and the Seller and/or one or more of its Affiliates (other than the Company or a Subsidiary), on the other hand, for the sharing of portions of premises leased under certain of the Facility Leases for a transitional period following the Closing, in the form of Exhibit E hereto.

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          “ Shares ” is defined in the Recitals to this Agreement.

          “ Special Representations ” is defined in Section 11.3.

          “ Specified Receivables ” is defined in Section 7.6(a).

          “ Specified Receivable Trigger Date ” is defined in Section 7.6(a).

          “ Subsidiary ” means (i) each Person a majority of the shares of stock or other equity interests of which are owned, directly or indirectly, by the Company and (ii) Mellon Human Resources and Investor Solutions (Actuaries & Consultants) Limited and Buck Consultants GmbH and each of their direct and indirect subsidiaries, but excluding (i) the Investments and (ii) the entities which will not be included in the Business at the Closing pursuant to Sections 6.13(a) and (c) hereof.

          “ Subsidiaries Equity Interests ” is defined in Section 4.3(a).

          “ Tax ” means all amounts paid or payable to a Governmental Entity, whether foreign, federal, state, county or local taxes, charges, fees, levies, or other assessments of whatever kind or nature, including without limitation, all net income, gross income, gross receipts, sales, use, value added, services, ad valorem, occupation, transfer, franchise, capital stock, profits, license, withholding, payroll, employment, unemployment, excise, estimated, severance, stamp, occupancy or property taxes, custom duties, assessments of charges of any kind whatever (together with any interest, penalty or addition to tax).

          “ Tax Return ” means any return, report, declaration, estimate, information return or other document (including any related or supporting information) filed or required to be filed with any Governmental Entity with respect to Taxes.

          “ Third Party Assignment ” is defined in Section 6.5.

          “ Third Party Rights ” is defined in Section 4.10(b).

          “ Transferred Employees ” is defined in Section 14.1(a).

          “ Transition Period ” is defined in Section 14.2(g).

          “ TSA ” is defined in Section 3.2(i).

          “ UK Buyer ” is defined in the caption to this Agreement.

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          “ UK Funded Plan ” is defined in Section 6.14.

          “ UK Pension Plan ” is defined in Section 14.2(c).

          “ UK Seller ” is defined in the caption to this Agreement.

          “ UK Shared Services Employees ” is defined in Section 14.1(c).

          “ UK Shares ” is defined in the Recitals to this Agreement.

          “ UK Transferred Employees ” is defined in Section 14.1(a).

          “ US Transferred Employees ” is defined in Section 14.1(a).

          “ Under-Funded Plan ” is defined in Section 6.14.

          “ Unifi Agreement ” is defined in Section 4.11(b).

          “ WARN Act ” is defined in Section 12.2(d).

ARTICLE II
PURCHASE AND SALE OF INTERESTS

     2.1 Purchase and Sale . At the Closing, upon the terms and subject to the conditions of this Agreement, (i) the Seller agrees to sell and deliver to the Buyer, and the Buyer agrees to purchase from the Seller, the Shares, (ii) the UK Seller agrees to sell and deliver to the UK Buyer, and the UK Buyer agrees to purchase from the UK Seller, the UK Shares, and (iii) the UK Seller agrees to sell and deliver to the German Buyer, and the German Buyer agrees to purchase from the UK Seller, the German Shares.

     2.2 Purchase Price . The aggregate consideration (the “ Purchase Price ”) to be paid by the Buyer, the UK Buyer and the German Buyer to the Seller and the UK Seller for the Shares and the European Shares shall be an amount equal to Four Hundred Forty-Five million dollars ($445,000,000) plus interest thereon from the day on which the Effective Time occurs to the Closing Date at the Agreed Rate, as adjusted as provided in Sections 2.3 and 2.4 below. The Purchase Price will be paid as follows: (i) the Buyer shall pay the Seller an amount equal to Three Hundred Ninety-Four and One-Half million dollars ($394,500,000) plus interest thereon as set forth above for the Shares, (ii) the UK Buyer shall pay the UK Seller an amount equal to Forty-Four million dollars ($44,000,000) plus interest thereon as set forth above for the UK Shares, and (iii) the German Buyer shall pay the UK Seller an amount equal to Six

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and One-Half million dollars ($6,500,000) plus interest thereon as set forth above for the German Shares. At the Closing the Buyer, the UK Buyer and the German Buyer shall pay to the Seller and the UK Seller, in the aggregate, the Purchase Price prior to such adjustment except that the Purchase Price payable at Closing pursuant to clause (i) of this Section 2.2 shall be reduced by the adjustments contemplated by Section 2.3(b)(i) and (c)(i) (the “ Closing Purchase Price ”).

     2.3 Purchase Price Adjustments .

          (a) The Purchase Price shall be reduced or increased by the Change in Net Equity.

          (b) In addition, the Purchase Price shall be reduced by the Final Pension Plan Purchase Price Adjustment as follows: (i) the Purchase Price payable at the Closing shall be reduced by the Estimated Pension Plan Purchase Price Adjustment; and (ii) upon determination of the Final Pension Plan Purchase Price Adjustment pursuant to Section 6.14(b), the Purchase Price shall be reduced or increased by the amount paid pursuant to Section 6.14(c).

          (c) In addition, the Purchase Price shall be reduced by the amount payable pursuant to Section 6.14(d) as the Final Deferred Compensation Plan Adjustment as follows: (i) the Purchase Price payable at the Closing shall be reduced by the Estimated Deferred Compensation Plan Adjustment; and (ii) the difference between the Estimated Deferred Compensation Plan Adjustment and the Final Deferred Compensation Plan Adjustment shall be accounted for and paid in the Change in Net Equity.

          (d) All of the adjustments to the Purchase Price contemplated by this Section 2.3 shall be made to the Purchase Price payable pursuant to clause (i) of Section 2.2.

     2.4 Procedure to Reconcile Adjustments of Purchase Price for Changes in Net Equity .

          (a) Effective Time Balance Sheet . Subject to Section 2.4 hereof, not later than 20 business days after the Closing Date, Seller shall deliver to Buyer (i) a consolidated balance sheet of the Company and the Subsidiaries as of the Effective Time (the “ Effective Time Balance Sheet ”), (ii) a statement setting forth the Effective Time Net Equity and the Change in Net Equity, computed on the basis of such Effective Time Balance Sheet, both prepared by Seller, and (iii) an account reconciliation with respect to each of the

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adjustments made between the Current Balance Sheet and the Effective Time Balance Sheet. The Effective Time Balance Sheet, the Effective Time Net Equity and the Change in Net Equity shall be prepared from the books and records of the Company in accordance with GAAP (and shall contain the same components and be prepared on a basis consistent with the preparation of the Current Balance Sheet, as the methodology of the components and preparation of such Current Balance Sheet is identified on Section 2.4(a) of Seller’s Disclosure Schedules ).

          (b) Review of Effective Time Balance Sheet by Buyer . Following the delivery of the Effective Time Balance Sheet, Buyer shall conduct a review, to be completed as promptly as practicable but in any event not later than 45 days thereafter, of the Effective Time Balance Sheet and the Effective Time Net Equity, and, upon completion of such review, shall deliver written notice (the “ Buyer’s Report ”) to Seller setting forth (i) a schedule of all adjustments, if any, to the Effective Time Balance Sheet and the Effective Time Net Equity determined by Buyer to be required under GAAP applied on the basis contemplated by Section 2.4(a) to generate the Effective Time Balance Sheet and calculate the Change in Net Equity hereunder, and (ii) a report stating that in Buyer’s opinion the Change in Net Equity, after giving effect to such adjustments to the Effective Time Change in Net Equity, as Buyer believes to be required under GAAP, has been determined in accordance with the provisions of this Agreement (such Change in Net Equity as so determined being the “ Buyer’s Proposed Change in Net Equity ”). As used herein, “ Effective Time Net Equity ” means the Net Equity determined as of the Effective Time.

          (c) Review by Seller . Promptly following receipt of Buyer’s Report, Seller shall review the same and, as promptly as practicable, but in any event not later than 30 days thereafter, may deliver to Buyer its objections, if any, to Buyer’s Report together with a summary of the reasons therefor and calculations supporting such adjustments that, in its view, are necessary to eliminate such objections. In the event Seller does not so object within such 30 day period, the Change in Net Equity set forth in Buyer’s Report shall be final and binding as the Change in Net Equity. In the event Seller so objects within such thirty day period, Buyer and Seller shall endeavor to resolve by written agreement (the “ Agreed Adjustments ”) any differences as to the Change in Net Equity and, in the event Seller and Buyer so resolve any such differences, the Change in Net Equity set forth in the Buyer’s Report as adjusted by the Agreed Adjustments shall be final and binding as the Change in Net Equity.

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          (d) Audit by Neutral Accounting Firm . In the event any objections lodged by Seller in accordance with Section 2.4(c) above are not resolved by Agreed Adjustments within the 30 day period next following the 30 day period referred to in Section 2.4(c) above, then Buyer and Seller shall jointly direct the Neutral Accounting Firm to conduct, as promptly as practicable, but in any event not later than 45 days after such direction, such audit of the Effective Time Balance Sheet and the Change in Net Equity (each as set forth in the Buyer’s Report) as they believe to be necessary to resolve the objections (it being understood that under no circumstances shall they be charged with reconsidering or conducting an audit of any elements of the Effective Time Balance Sheet or the Change in Net Equity as to which no objection has been lodged and which do not bear directly on the matters or conclusions objected to), and to deliver a written notice (the “ Neutral Accounting Report ”) to each Buyer and Seller setting forth what adjustments, if any, to the Effective Time Balance Sheet and the Change in Net Equity the Neutral Accounting Firm believes to be required under GAAP to resolve such objections, and the amount of the Change in Net Equity after giving effect to such adjustments (such audited Change in Net Equity if and as so adjusted being the “ Final Change in Net Equity ”). In such event, the Final Change in Net Equity shall be final and binding as the Change in Net Equity under this Agreement.

          (e) Access to Information; Fees and Expenses . The parties hereto shall make available to Buyer, Seller and, if applicable, the Neutral Accounting Firm, such books, records and other information (including work papers) as any of them may reasonably request to prepare, review or audit, as the case may be, the Effective Time Balance Sheet and the Change in Net Equity hereunder; provided, however, that under no circumstances shall Seller be required to make available to Buyer Tax Returns filed by any of Seller’s Affiliates (other than the Company and the Subsidiaries). The fees and expenses of the Neutral Accounting Firm, if any, shall be paid 50% by Buyer and 50% by Seller.

          (f) Procedure in Event of Qualified Report . If the Neutral Accounting Firm should conclude that it is unable to determine one or more issues or amounts necessary to complete an audit of the Effective Time Balance Sheet, the Change in Net Equity and prepare and deliver the Neutral Accounting Report, it shall promptly so notify Buyer and Seller who shall endeavor to jointly agree on such issue or amount. If Seller and Buyer are unable to reach a written agreement concerning such issue or amount within thirty days after receipt of any such notice, the issue or amount in question shall be determined in accordance with the provisions of Section 16.15. The decision reached pursuant thereto shall be

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conclusive and binding for purposes of use hereunder by the Neutral Accounting Firm, as the case may be.

     2.5 Final Payment of Purchase Price . Promptly, but in any event not later than five days, after the final determination of the Change in Net Equity as set forth herein, (a) in the event that the Change in Net Equity is a positive amount, Buyer shall pay to Seller by wire transfer of funds immediately available in Pittsburgh, Pennsylvania such amount plus interest thereon from the day on which the Effective Time occurs to the date of payment thereof at the Agreed Rate, or (b) in the event the Change in Net Equity is a negative amount, Seller shall pay to Buyer by wire transfer of funds immediately available in Dallas, Texas such amount plus interest thereon from the day on which the Effective Time occurs to the date of payment thereof at the Agreed Rate.

ARTICLE III
CLOSING

     3.1 Closing Date . The Closing shall take place at the offices of Reed Smith LLP, James H. Reed Building, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219, on the second business day after the last to be satisfied of the conditions specified in Articles VIII, IX and X shall have been satisfied, or at such other place or on such other date as Seller and Buyer may agree. Upon consummation, the Closing shall be deemed to be effective for financial and accounting purposes as of the Effective Time.

     3.2 Items to be Delivered at the Closing by Seller and UK Seller . At the Closing, the Seller or the UK Seller, as applicable, shall deliver or cause to be delivered to Buyer, the UK Buyer and the German Buyer, as applicable:

          (a) Certificates for the Shares and the European Shares, duly endorsed or accompanied by stock powers duly endorsed in blank and in form proper for transfer, with transfers duly executed by the registered holder thereof in favor of the Buyer or the Buyer’s designee in accordance with Section 16.5, with respect to the Shares, the UK Buyer, with respect to the UK Shares, and the German Buyer, with respect to the German Shares, and certificates or any other documents which may be required to give good and marketable title to the Shares and the European Shares, free and clear of all Encumbrances, and to enable the Buyer to procure registration of the Shares in its name or in the name of its designee, the UK Buyer to procure registration of the UK Shares in its name and the German Buyer to procure registration of the German Shares in its name, together with certificates representing the

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equity interests, if certificated, of each Subsidiary and the Investments owned, directly or indirectly, by the Company, a Subsidiary or the UK Seller, as applicable, immediately prior to the Closing.

          (b) Common seals, all charter documents, share transfer books and check books of the Company and the Subsidiaries and any and all of the Seller’s, the UK Seller’s, the Company’s and the Subsidiaries’ records and documents relating to the Business; provided, however, that Seller may retain a duplicate copy of any such document or item (other than the common seals and check books).

          (c) Written verification that the execution and delivery of this Agreement by the Seller and the UK Seller, performance by the Seller and the UK Seller of their respective obligations under this Agreement and the consummation by the Seller and the UK Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller and the UK Seller and their respective stockholders, in accordance with applicable Law and the charter documents of the Seller and the UK Seller.

          (d) An executed certificate of a duly authorized officer of the Seller, dated as of the Closing Date, certifying that the conditions contained in Article IX have been satisfied.

          (e) A Certificate of Good Standing (or foreign equivalent) with respect to each of the Seller, UK Seller, the Company and the Subsidiaries issued by the Office of the Secretary of State of the state of domicile for each entity (or foreign equivalent office) and, to the extent available as a result of commercially reasonable efforts, a certificate of qualification of each of the Company and the Subsidiaries as a foreign entity authorized to do business in each state in which it is so qualified, each dated not more than thirty (30) days prior to the Closing Date.

          (f) Resignations of each of the officers and directors or managers, as applicable, of the Company and the Subsidiaries designated in Section 3.2(f) of the Seller’s Disclosure Schedule .

          (g) An opinion of counsel to Seller, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer confirming the authorized capitalization of the Company, and that the Shares have been duly authorized by all necessary corporate

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action on the part of the Company, have been validly issued and are fully paid and non-assessable.

          (h) Such further instruments of assignment, conveyance or transfer or other documents of further assurance as the Buyer may reasonably request.

          (i) A copy of the Transitional Services Agreement (the “ TSA ”) in the form of Exhibit A hereto, duly executed by Seller, the Company and/or one or more of their Affiliates.

          (j) Any other certificates or other documents referred to herein as then to be delivered by Seller or the UK Seller.

          (k) The Seller’s Assignments, the Seller’s Licenses and the Third Party Assignments contemplated by Section 6.5 duly executed by Seller and/or one of its Affiliates (other than the Company or a Subsidiary) and by the Company and/or one of the Subsidiaries.

          (l) Written evidence of the Approvals and Permits contemplated by Section 9.4 and written evidence of the waivers and terminations contemplated by Section 9.6.

          (m) The Continuing Arrangement Agreements and Reverse TSA duly executed by Seller and/or one of its Affiliates (other than the Company or a Subsidiary), as applicable, and by the Company and/or one of the Subsidiaries, as applicable.

          (n) The following, duly executed by Seller and/or one of its Affiliates (other than the Company or a Subsidiary), as applicable, and by the Company and/or one of the Subsidiaries, as applicable, to the extent such documents are executed at or prior to the Closing: (i) all Facility Lease Assignments, Facility Lease Subleases and Shared Space Agreements contemplated by Section 6.4 as to which no Approval or Permit is contemplated by Section 6.4, (ii) the other Facility Lease Assignments, Facility Lease Subleases and Shared Services Agreements as to which Seller is required to obtain an Approval or Permit pursuant to Section 9.4(b) and (iii) if and to the extent an Approval or Permit is obtained, other Facility Lease Assignments, Facility Lease Subleases and Shared Services Agreements as to which Seller is not required to obtain an Approval or Permit pursuant to Section 9.4(b), but Seller nevertheless does obtain such Approval or Permit.

          (o) Fully executed copies of the German Amendments.

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          (p) An assignment agreement (the “German Assignment Agreement”) for the transfer of the German Shares in the form and substance required for the notarization of the German Assignment Agreement by a German notary public or a Swiss-German notary public, and any powers of attorney required for the notarization of the German Assignment Agreement and this Agreement, as necessary.

     3.3 Items to be Delivered at the Closing by Buyer . At the Closing, Buyer, the UK Buyer or the German Buyer, as applicable, shall deliver or cause to be delivered to Seller:

          (a) By wire transfer, the Closing Purchase Price in funds immediately available in Pittsburgh, Pennsylvania.

          (b) An executed certificate of a duly authorized officer of the Buyer dated as of the Closing Date, certifying that the conditions contained in Article X have been satisfied.

          (c) Written verification that the execution and delivery of this Agreement by the Buyer, the UK Buyer and the German Buyer, performance by the Buyer, the UK Buyer and the German Buyer of their respective obligations under this Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Buyer, the UK Buyer and the German Buyer and their respective stockholders, in accordance with applicable Law and the charter documents of the Buyer, the UK Buyer and the German Buyer.

          (d) Any other certificates or other documents referred to herein as then to be delivered by Buyer.

          (e) A copy of the TSA, duly executed by the Buyer.

          (f) The Continuing Arrangement Agreements and Reverse TSA duly executed by Buyer, as applicable.

          (g) The Seller’s Licenses, the Seller’s Assignments and the Third Party Assignments contemplated by Section 3.2(k) duly executed by Buyer or one of its Affiliates, as applicable.

          (h) The Facilities Lease Assignments, the Facilities Lease Subleases and the Shared Space Agreements contemplated by Section 3.2(n), duly executed by Buyer or one of its Affiliates, as applicable.

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          (i) A German Assignment Agreement for the transfer of the German Shares in the form and substance required for the notarization of the German Assignment Agreement by a German notary public or a Swiss-German notary public, and any powers of attorney required for the notarization of the German Assignment Agreement and this Agreement, as necessary.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller represents and warrants to Buyer that, except as otherwise indicated or disclosed on the Seller’s Disclosure Schedule:

     4.1 Organization and Related Matters .

          (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the Related Documents to which it is a party. UK Seller is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. UK Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the Related Documents to which it is a party.

          (b) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all Approvals and Permits to own or lease, as applicable, its properties and assets and as required to carry on the Business in all jurisdictions as now conducted, except where the failure to have any such Approval or Permit would not, in the aggregate, have a Material Adverse Effect. The Company is duly qualified as a foreign corporation, and is in good standing, in each jurisdiction except such jurisdictions in which its failure to be so qualified would not, in the aggregate, have a Material Adverse Effect.

          (c) Except as set forth in Section 4.1(c) of the Seller’s Disclosure Schedule , each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all Approvals and Permits to own or lease, as applicable, its respective properties and assets and as required to carry on the Business in all jurisdictions as now conducted, except where

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the failure to have any such Approval or Permit would not, in the aggregate, have a Material Adverse Effect. Each Subsidiary is duly qualified as a foreign corporation, and is in good standing, in each jurisdiction except such jurisdictions in which its failure to be so qualified would not, in the aggregate, have a Material Adverse Effect.

          (d) Section 3.2(f) of the Seller’s Disclosure Schedule sets forth a list of each executive officer and director or manager, as applicable, of each of the Company and each Subsidiary and any directors or advisory board members of JV HoldCo or any other Investment who are appointed by the Company or one of the Subsidiaries.

     4.2 Capitalization . The authorized equity interests of the Company consist solely of 1,000 shares of common stock, of which 100 are issued, outstanding, fully paid and non-assessable and constitute the Shares. Seller is the record and beneficial owner and holder of the Shares free and clear of all Encumbrances. At the Closing, Seller will transfer the Shares to Buyer and vest Buyer with good and marketable title to the Shares, free and clear of all Encumbrances other than Encumbrances of the nature set forth in clauses (iv) and (v) of the definition of Permitted Encumbrances, and the UK Seller will transfer the UK Shares to the UK Buyer and the German Shares to the German Buyer and vest the UK Buyer and the German Buyer with good and marketable title to the UK Shares and the German Shares, respectively, free and clear of all Encumbrances other than Encumbrances of the nature set forth in clauses (iv) and (v) of the definition of Permitted Encumbrances. Other than this Agreement, there are no Contracts relating to the issuance, sale or transfer of any equity interests or other securities of the Company, Mellon UK or Buck Germany. Each of the Shares and the European Shares have been issued in compliance with all applicable Laws and there has been no violation of any preemptive right. Except as set forth in this Agreement, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the equity interests or other securities of the Company, Mellon UK or Buck Germany or obligating the Seller, the UK Seller, the Company, Mellon UK or Buck Germany to issue or sell any equity interests or other securities of the Company, Mellon UK or Buck Germany, respectively. There are no outstanding contractual obligations of the Company, Mellon UK or Buck Germany to repurchase, redeem or otherwise acquire any equity interests or other securities of such entity or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting of the Shares or the

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European Shares and there are no preemptive rights with respect to the Shares or the European Shares.

     4.3 Subsidiaries and Investments .

          (a) Section 4.3(a) of the Seller’s Disclosure Schedule sets forth a true and complete list of all the Subsidiaries. The authorized capital stock, number of shares of capital stock issued and outstanding or partnership or other equity interests of each of the Subsidiaries (the “ Subsidiaries Equity Interests ”) and ownership of each of the Subsidiaries is as set forth in Section 4.3(a) of the Seller’s Disclosure Schedule , and all of the Subsidiaries Equity Interests are validly issued, fully paid and nonassessable. None of the Subsidiaries Equity Interests was issued in violation of any applicable Law or preemptive rights. Except as set forth in Section 4.3(a) of the Seller’s Disclosure Schedule , there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock or partnership or other equity interests of the Subsidiaries or obligating any Subsidiary, the Seller, the UK Seller or the Company to issue or sell any shares of capital stock or partnership or other equity interests of, or any other interest in, the Subsidiaries. There are no outstanding contractual obligations of the Subsidiaries to repurchase, redeem or otherwise acquire any equity interests or other interests or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The equity interests set forth in Section 4.3(a) of the Seller’s Disclosure Schedule constitute all the issued and outstanding equity interests in the Subsidiaries and are owned (x) of record and beneficially, directly or indirectly, solely by the Company, or, in the case of Buck Germany and Mellon UK following the transactions contemplated by Section 6.13, the UK Seller and (y) free and clear of all Encumbrances, other than Encumbrances of the nature set forth in clauses (i), (iv) or (v) of the definition of Permitted Encumbrances. At the time of the transfer of the Shares to Buyer, the UK Shares to the UK Buyer and the German Shares to the German Buyer, each Subsidiary will have good and marketable title to all of the shares of capital stock or other equity securities of each of their respective direct subsidiaries, in each case free and clear of all Encumbrances other than Encumbrances of the nature set forth in clauses (i), (iv) or (v) of the definition of Permitted Encumbrances. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting of any such interests and there are no preemptive rights with respect to any such interests.

          (b) Except for the Investments set forth in Section 4.3(b) of the Seller’s Disclosure Schedule , which schedule sets forth the direct ownership of the Investments and

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the direct subsidiaries of JV HoldCo and Dr. Dr. Heissmann GmbH Unternehmensberatung Fur Versorgung & Vergutung, and except for the Subsidiaries, there are no corporations, partnerships, joint ventures, associations or other entities in which the Company or any Subsidiary owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Except as set forth in Section 4.3(b) of the Seller’s Disclosure Schedule , neither the Company nor any Subsidiary is a member of (nor is any part of any of their businesses conducted through) any partnership. Except as set forth in Section 4.3(b) of the Seller’s Disclosure Schedule , neither the Company nor any Subsidiary (i) is a participant in any joint venture or similar arrangement and (ii) is not required to advance, loan or fund monies to, or otherwise guaranty or pay the obligations of (in the form of a loan, capital contribution or otherwise), any such venture or arrangement (including, without limitation, the Investments) and has not made any such advancements, fundings, guaranties, or payments. In addition, none of the Investments is required to advance, loan or fund monies to, or otherwise guaranty or pay the obligations of, the Company or any Subsidiary and has not made any such advancements, fundings, guaranties, or payments. At the time of the transfer of the Shares to Buyer, the UK Shares to the UK Buyer and the German Shares to the German Buyer, the Subsidiaries listed on Section 4.3(b) of the Seller’s Disclosure Schedule will have, good and marketable title to the shares of capital stock or other equity securities described on Section 4.3(b) of the Seller’s Disclosure Schedule in the Investments which are held by such Subsidiaries, in each case free and clear of all Encumbrances (other than as described in Section 4.4(a) of the Seller’s Disclosure Schedule and other than Encumbrances of the nature set forth in clauses (i), (iv) or (v) of the definition of Permitted Encumbrances). Seller has provided Buyer with true, correct and complete copies of the German language versions of each of the German Documents and any existing amendments or agreements relating thereto.

     4.4 Authorization; No Conflicts .

          (a) The execution, delivery and performance of this Agreement and the Related Documents to which Seller, the UK Seller or the Company is a party have been duly and validly authorized by the Board of Directors of Seller, the UK Seller and the Company and by all other necessary corporate action on the part of Seller, the UK Seller and the Company. This Agreement constitutes, and when executed and delivered in accordance with this Agreement, each Related Document to which Seller, the UK Seller or the Company is a party will constitute, the legally valid and binding obligation of Seller, the UK Seller or the Company, as the case may be, enforceable against Seller, the UK Seller and the Company, as

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the case may be, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors’ rights generally and by general principles of equity and public policy. The execution, delivery and performance of this Agreement and each Related Document to which Seller, the UK Seller or the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate the charter documents or bylaws of the Seller, UK Seller or the Company, or (ii) assuming receipt of Approvals listed in Section 4.4(a) of the Seller’s Disclosure Schedule , violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, or trigger any change of control provision contained in, any Material Contract (other than any Material Customer Contract referred to in Section 4.11(a)(vi)(A) hereof), (iii) assuming receipt of the Approvals and Permits listed in Section 4.4(b) of the Seller’s Disclosure Schedule , violate any Law or Order or (iv) result in the imposition of any Encumbrance against the Shares, the Subsidiaries Equity Interests or, except as provided in Section 4.4(a) of the Seller’s Disclosure Schedule , the Investments or any Encumbrance against any other assets of the Company or the Subsidiaries, except, in the case of the Shares, the Subsidiaries Equity Interests or the Investments, Encumbrances set forth in clauses (iv) and (v) of the definition of Permitted Encumbrances, and in all other cases, Permitted Encumbrances.

          (b) Except for matters identified in Section 4.4(b) of the Seller’s Disclosure Schedule , the execution, delivery and performance by Seller, UK Seller or the Company of this Agreement or any of the Related Documents to which Seller, the UK Seller or the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not require any Approval or Permit by any Governmental Entity.

          (c) The failure of the Company or a Subsidiary to obtain the consent required by the Investment Advisors Act of 1940, as amended, in connection with the transactions contemplated hereby with respect to any Material Customer Contract pursuant to which the Company or such Subsidiary provides investment advisory services shall not, in and of itself if such consent is not given, permit the Customer to terminate such Material Customer Contract.

     4.5 Legal Proceedings . Except for the matters identified in Section 4.5 of the Seller’s Disclosure Schedule , there is no Action, or written claim received by the Legal Department of Seller, the Company or any Subsidiary or formal investigation as to which the Legal Department of Seller, the Company or any Subsidiary has received written notice which would be reasonably expected to lead to or result in such an Action, pending against the Seller

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or any Affiliate (other than the Company or any Subsidiary) that relates to the Business or against the Company, or any Subsidiary, nor is there any Order existing against Seller or any Affiliate (other than the Company or any Subsidiary) that relates to the Business or against the Company or any Subsidiary, that (i) enjoins or seeks to enjoin, or otherwise limits or adversely affects, any activity by the Company or any Subsidiary or (ii) individually or when aggregated with one or more other Actions or Orders has, or would reasonably be expected to have, a Material Adverse Effect.

     4.6 Compliance with Law .

          (a) Except as would not be reasonably expected to result in a Material Adverse Effect, the Company and the Subsidiaries have conducted the Business and their operations and maintained their assets in accordance with applicable Law. Each of the Seller with respect to the Business, the Company and the Subsidiaries have timely and accurately made all required filings, registrations and reports with all Governmental Entities and have not violated any Law with respect to client or customer information, except in each case as would not reasonably be expected to have a Material Adverse Effect.

          (b) Section 4.6 of the Seller’s Disclosure Schedule lists, as of December 31, 2004, all Permits required for the Company and the Subsidiaries to carry on the Business as currently conducted, the absence of which would reasonably be expected to have a Material Adverse Effect. Each such Permit is in full force and effect.

     4.7 No Brokers or Finders . No agent, broker, finder, or investment or commercial banker, or other Person engaged by or acting on behalf of Seller or any of its Affiliates in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement is or will be entitled to any brokerage or finder’s or similar fee or other commission as a result of this Agreement or such transactions except for Citigroup Global Markets Inc. as to which Seller shall have full responsibility and neither Buyer, the Company, any Subsidiary nor any Investment shall have any liability.

     4.8 Financial Statements; No Material Liabilities .

          (a) Set forth in Section 4.8 of the Seller’s Disclosure Schedule are true and complete copies of the following: (i) unaudited consolidated statements of income for each of the years ended December 31, 2002 and 2003 of the Company and the Subsidiaries (the “ Annual Financial Statements ”) and (ii) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2004 (the “ Current Balance Sheet ”) and

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the related unaudited consolidated statement of income of the Company and the Subsidiaries for the year then ended (together with the Current Balance Sheet, the “ Current Financial Statements ” and, together with the Annual Financial Statements, the “ Financial Statements ”). The Financial Statements (i) represent actual bona fide transactions, (ii) are based on the books and records of the Company and the Subsidiaries and (iii) fairly present the consolidated results of operations and, in the case of the Current Balance Sheet, the consolidated financial condition of the Company and the Subsidiaries for the periods and as of the date referred to in the Financial Statements, all in accordance with GAAP consistently applied except as disclosed in the notes to the Financial Statements or as otherwise specified in Section 2.4(a) of the Seller’s Disclosure Schedule . The Financial Statements do not reflect any material write-up or revaluation not separately identified increasing the book value of any assets other than write-ups or revaluations made in the ordinary course of business, nor do such Financial Statements reflect any transactions giving rise to any material special or nonrecurring income other than those made in the ordinary course of business, or any change to any of the material assets of the Company or any Subsidiary.

          (b) There are no liabilities of the Business that are required to be disclosed in a consolidated balance sheet of the Company and the Subsidiaries prepared in accordance with GAAP, other than the liabilities (i) reflected on the Current Balance Sheet or (ii) incurred since the date of the Current Balance Sheet in the ordinary course of business, consistent with past practice and that would not, individually or in the aggregate, have a Material Adverse Effect.

     4.9 Tangible Assets; Real Property .

          (a) Except as contemplated by the TSA, the Shared Space Agreements, as otherwise contemplated under Section 4.9(b) below with respect to leased real property and as otherwise contemplated below under Section 4.10 with respect to Intangible Property, the Company and the Subsidiaries have good and marketable title to or a valid leasehold interest in, free and clear of all Encumbrances (other than Permitted Encumbrances), all of the material assets used in the conduct of the Business as of the Current Balance Sheet Date and as are reflected on the Current Balance Sheet, except for such assets as are excluded from the definition of Business or as shall have been disposed of after the Current Balance Sheet Date in the ordinary course of business and in compliance with this Agreement.

          (b) Neither the Company nor any Subsidiary owns any real property. The initial unnumbered list of locations set forth at the beginning of Section 6.4 of the Seller’s

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Disclosure Schedule sets forth a listing of all premises which are the subject of a Facilities Lease and neither the Company nor any Subsidiary leases or occupies any other leased real property. Notwithstanding anything to the contrary contained in this Agreement, Seller makes no representations or warranties in this Agreement with reference to any of the Retained Leases or any premises which is to be the subject of a Shared Space Agreement or Facilities Lease Sublease after the Closing in which the licensee or subtenant is the Company or a Subsidiary; it being understood that any representations or warranties relating to a premises that is to be the subject of a Shared Space Agreement or Facilities Lease Sublease in which the licensee or subtenant is the Company or a Subsidiary shall be set forth in any such Shared Space Agreement or Facilities Lease Sublease. Seller has made available to Buyer true and complete copies of all existing written Facilities Leases. Neither Seller nor the Company or any Subsidiary has received any written notice that any premises subject to a Facility Lease is subject to any Order to be sold or condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor, and, to the knowledge of the Seller, no such condemnation, expropriation or taking has been proposed, except, in either case, as would not, individually or in the aggregate, have a Material Adverse Effect.

          (c) The assets of the Company and the Subsidiaries, together with (i) the rights of the Company under the TSA and the Shared Space Agreements, (ii) the rights of the Company and the Subsidiaries to be made available to the Company under or with respect to the Facilities Leases and to the Intangible Property as contemplated by Sections 6.4 and 6.5, respectively and (iii) the rights of the Company and the Subsidiaries under the Continuing Arrangement Agreements, constitute all the assets necessary to conduct the Business substantially as conducted on the date hereof and as of the Closing Date.

          (d) To Seller’s knowledge, the material tangible assets of the Company or any Subsidiary are generally in good working order, reasonable wear and tear excepted.

     4.10 Intangible Property .

          (a) Part I of Section 4.10(a) of the Seller’s Disclosure Schedule lists all Material Intangible Property owned by the Company or any Subsidiary (“ Owned Material Intangible Property ”). Part II of Section 4.10(a) of the Seller’s Disclosure Schedule lists all Material Intangible Property owned by Seller or any Affiliate of Seller (other than the Company or any Subsidiary) (“ Seller Owned Material Intangible Property ”). Part IIIA of Section 4.10(a) of the Seller’s Disclosure Schedule lists all Material Intangible Property used solely in connection with the Business as presently conducted which is owned by third parties

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and the agreement pursuant to which the Company or a Subsidiary is licensed to use any Material Intangible Property and Part IIIB of Section 4.10(a) of Seller’s Disclosure Schedule lists all Material Intangible Property used by the Company or a Subsidiary in connection with the Business and by Seller or its Affiliates in connection with other businesses which is owned by third parties and the agreement pursuant to which the Company or a Subsidiary is licensed to use such Material Intangible Property (collectively, “ Material Company Licenses ”). Part IVA of Section 4.10(a) of the Seller’s Disclosure Schedule lists all Material Intangible Property used solely in connection with the Business as presently conducted which is owned by third parties and the agreement pursuant to which the Seller or one of its Affiliates (other than the Company or a Subsidiary) is licensed to use any Material Intangible Property and Part IVB of Section 4.10(a) of the Seller’s Disclosure Schedule lists all Material Intangible Property used by the Seller or one of its Affiliates (other than the Company or a Subsidiary) to support the operation of the Business and used by Seller or its Affiliates in connection with other businesses which is owned by third parties and the agreement pursuant to which the Seller or one of its Affiliates (other than the Company or a Subsidiary) is licensed to use any Material Intangible Property (collectively, “ Material Seller Licenses ” and together with the Material Company Licenses, the “ Material Licenses ”). The Owned Material Intangible Property, the Seller Owned Material Intangible Property and the Intangible Property subject to the Material Licenses comprise the Intangible Property material to the Business as presently conducted (the “ Material Intangible Property ”). The Company or one of the Subsidiaries has good and marketable title to the Owned Material Intangible Property and the Seller or one of the Affiliates of Seller (other than the Company or one of the Subsidiaries) has good and marketable title to the Seller Owned Material Intangible Property. The Company or one of the Subsidiaries has the right to use the Intangible Property covered by each Material Company License in the operation of the Business as currently conducted in accordance with the terms of such Material Company License. The Seller or one of its Affiliates (other than the Company and the Subsidiaries) has the right to use the Intangible Property covered by each Material Seller License to support the operation of the Business as currently conducted in accordance with the terms of such Material Seller License. The Company and the Subsidiaries have paid all license fees for all Intangible Property licensed by the Company or by a Subsidiary.

          (b) Except as set forth in Section 4.10(b) of the Seller’s Disclosure Schedule , to the Seller’s knowledge, there is no pending reexamination, opposition, interference, cancellation, invalidation or other Action against the Seller, the Affiliates of Seller, the Company or any Subsidiary with respect to any Material Intangible Property.

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Except as set forth in Section 4.10(b) of the Seller’s Disclosure Schedule or as would not be reasonably expected to have a Material Adverse Effect, (i) there are no pending or, to the knowledge of the Seller, threatened written claims against the Seller or its Affiliates, the Company or any Subsidiary alleging that use of the Material Intangible Property by the Company or any Subsidiary in connection with the Business infringes or conflicts with the Intangible Property rights of others (“ Third Party Rights ”); (ii) neither Seller, the Affiliates of Seller, the Company nor any Subsidiary has received any written communications alleging that the Company or any Subsidiary has violated or, by using the Material Intangible Property in connection with the Business as now conducted, would violate any Third Party Rights or that any Material Intangible Property owned or licensed by it are invalid or unenforceable; and (iii) to the knowledge of the Seller, no consent judgment or pending litigation in a court of law exists which would prevent the Company or any Subsidiary from using any of the Material Intangible Property in the Business now conducted.

          (c) Except as identified in Section 4.10(c) of the Seller’s Disclosure Schedule , none of the Seller, the Affiliates of Seller, the Company nor any Subsidiary has granted material rights to others in any Material Intangible Property that would, or would be reasonably expected to, interfere with the use or operation of such Intangible Property by the Company or one or more of the Subsidiaries, including but not limited to any exclusive license rights, assignment rights, or material pledges for security. Except as identified in Section 4.10(c) of the Seller’s Disclosure Schedule , to the knowledge of the Seller, there are no Encumbrances in favor of any Person against any Material Intangible Property used by the Seller, the Affiliates of Seller, the Company or the Subsidiaries which would interfere with the right of the Company or the Subsidiaries to use such Material Intangible Property in the Business in the manner in which it is currently used.

          (d) Except as identified in Section 4.10(d) of the Seller’s Disclosure Schedule , none of the Seller, the Affiliates of Seller, the Company or any Subsidiary has specifically agreed to indemnify any Person against any charge of infringement or other violation with respect to any Material Intangible Property.

     4.11 Material Contracts .

          (a) Section 4.11(a) of the Seller’s Disclosure Schedule identifies all of the following Contracts (each a “ Material Contract ”) in effect as of December 31, 2004 to which the Company or any of the Subsidiaries is a party:

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               (i) Contracts for the purchase or sale of assets by the Company or any Subsidiary other than in the ordinary course of business;

               (ii) Contracts relating to the acquisition or disposition by the Company or any Subsidiary of any operating business or the capital stock of, or other equity interest in, any Person;

               (iii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business, with any Person or in any geographical area or not to offer or sell any product or service to any Person or class of Persons;

               (iv) Any Contracts between the Company or any Subsidiary and any employee, agent, independent contractor or director of the Company or any Subsidiary pursuant to which the Company or any Subsidiary has any current or future obligation in excess of $250,000 per annum;

               (v) Contracts relating to the incurrence of Indebtedness involving amounts in excess of $1,000,000;

               (vi) Contracts with clients or customers involving the provision of goods or services (A) relating to consulting services for which the consideration under all such Contracts with a specific client or customer during the year ended December 31, 2004 was in excess of $500,000; provided, however, in connection with any such Contract for which the revenues for the year ended December 31, 2004 did not exceed $1,000,000, only the name of the client and the amount of revenues for the year ended December 31, 2004 need to be listed on Section 4.11(a) of the Seller’s Disclosure Schedule and (B) for which the consideration under all such Contracts with a specific client or customer during the year ended December 31, 2004 was in excess of $1,000,000 (collectively, the “ Material Customer Contracts ”);

               (vii) The Material Licenses;

               (viii) Contracts with vendors or suppliers of goods or services for which the consideration under all such Contracts with a specific vendor or supplier during the year ended December 31, 2004 was in excess of $1,000,000;

               (ix) The Material Leases;

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               (x) Contracts in respect of any partnership, joint venture, limited liability company, operating or similar arrangement involving a sharing of profits or losses on the part of the Company or any Subsidiary with any other Person;

               (xi) That commit the Company or any Subsidiary to expend in excess of $1,000,000 in the year 2005; and

               (xii) That contains restrictions with respect to payment of dividends or any other distribution in respect of capital stock of the Company or any Subsidiary.

          (b) To Seller’s knowledge, except as set forth in Section 4.11(b) of the Seller’s Disclosure Schedule or as would not be reasonably expected to have a Material Adverse Effect, (i) neither the Company nor any of the Subsidiaries is in, or alleged to be in, default under any Material Contract, (ii) neither the Company nor any Subsidiary has received written notice or other information from which it could reasonably conclude that there exists a default by any other party to any Material Contract, and (iii) there exists no event, condition or occurrence which, after notice or lapse of time, or both, is reasonably likely to constitute a default by the Company or a Subsidiary under a Material Contract. To Seller’s knowledge, all of the Material Contracts are in full force and effect and constitute legal, valid and binding obligations of the parties thereto in accordance with their terms, and will remain in full force and effect after the Closing without any Approval by any other party or the triggering of any change of control provision or cancellation right, except as contemplated by Section 4.4(a) hereof. Seller has made available to Buyer complete copies of each written Material Contract. Each of the Company and the Subsidiaries has complied and is in compliance with the terms of each of the German Documents, including, but not limited to, any covenants not to compete and provisions of similar effect. Except with respect to the Settlement Agreement, dated as of June 17, 2004, by and among PricewaterhouseCoopers LLP, Mellon Consultants, LLC, Mellon HR Solutions LLC, and the Company, since entering into that certain Asset Purchase Agreement, dated as of November 28, 2001, by and among Mellon Consultants, LLC, PricewaterhouseCoopers LLP and Unifi Network LLC (the “Unifi Agreement”), the Unifi Agreement has not been amended, modified, transferred or assigned (other than to Subsidiaries) and neither the Company nor any Subsidiary has disposed of any rights under the Unifi Agreement.

          (c) The amount of the 12b-1 fees received by the Business for the year ended December 31, 2004 is set forth on Section 4.11(c) of the Seller’s Disclosure Schedule .

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     4.12 No Material Adverse Change . Since December 31, 2004, there has not been, occurred or arisen any change in or event affecting the Company, any Subsidiary or the Business that has had or would reasonably be expected to have a Material Adverse Effect, except for changes affecting generally (i) the employment or benefits consulting or outsourcing businesses (with no disproportionate impact on the Business), (ii) interest rates, securities markets, accounting principles, practices or conventions, applicable Laws or comparable events, (iii) the general business or general economic conditions in the United States or worldwide or (iv) the legal, regulatory or political conditions in the United States.

     4.13 Insurance . All material insurance policies of the Seller, the Company or any Subsidiary which relate to the Business are listed in Section 4.13 of the Seller’s Disclosure Schedule . Except as listed in Section 4.13 of the Seller’s Disclosure Schedule , since December 31, 2002, neither Seller, the Company, nor any Subsidiary has (a) received any refusal of coverage or any notice that a defense will be afforded with reservation of rights in respect of any claims under any such policies relating to the Business, (b) received any notice of cancellation stating that any insurance policy listed in Section 4.13 of the Seller’s Disclosure Schedule is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder, (c) been in material default with respect to the policies or (d) made any material claims under any such policies.

     4.14 Employees .

          (a) Section 4.14(a)(i) of the Seller’s Disclosure Schedule sets forth an accurate list of the following information for each Employee (to the extent that providing such information does not violate applicable Law): name; job title; current salary grade; current salary; annual target bonus and/or annual target sales commissions; target long-term incentive payments; accrued earned vacation; and service date or any adjusted service date reflecting service credit for prior employment; provided, however, that at least five days prior to Closing, with respect to Employees in Canada, the job title will be provided and with respect to all Employees accrued earned vacation will be provided to Buyer and the letter of Seller responsive to Section 4.14(a)(i) of the Seller’s Disclosure Schedule shall be updated to include such information. Seller will have also provided, or caused the Company to provide, to Buyer an accurate list of those employees who, as of the date hereof, are on leave of absence (other than employees employed by the Business in the United States on long term disability leave) or who are otherwise not actively employed (each an “ Inactive Employee ”) and will have indicated to Buyer the date on which each Inactive Employee is expected to

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return to active employment. Except for the Employees and the personnel who will provide assistance to the Company or the Subsidiaries pursuant to the TSA after the Closing or as described in Section 4.14(a)(ii) of Seller’s Disclosure Schedule , there are no other persons who are engaged in the operations of the Business.

          (b) Except as set forth in Section 4.14(b) of the Seller’s Disclosure Schedule , (i) none of the Employees have contracts of employment with the Company or a Subsidiary, (ii) all Employees are employees “at will” whose employment is terminable without liability therefor (other than liability for severance payments or liability for retention or stay payments), and (iii) none of the Employees have contracts or other agreements with the Company or a Subsidiary relating to stay bonuses or offer letters providing for retention or stay payments, commissions, compensation, special monetary or vacation awards, non-compete provisions or agreements, perquisites, warrants or other benefits to Employees; except in all cases that would not have a Material Adverse Effect.

          (c) Seller has not received notification of any impediment to the employment of any Employee under applicable Laws and is not otherwise aware of any impediment that would have a Material Adverse Effect.

          (d) Except as set forth in Section 4.14(d) of the Seller’s Disclosure Schedule or as contemplated by Section 14.4, neither the Closing nor any of the transactions contemplated under this Agreement will trigger, meet any condition or create any payment obligation under any Company Benefit Plans. Except as set forth in Section 4.14(d) of the Seller’s Disclosure Schedule , neither the Closing nor any of the transactions contemplated under this Agreement will give rise to any “parachute payments” as defined under Section 280G of the Code or any other payments (including any change of control payments, stay bonuses, severance payments or similar payments).

     4.15 Seller’s Benefit Plans .

          (a) All Employee Benefit Plans providing benefits or coverages to any Employee or Former Employee (“ Seller’s Benefit Plans ”) are listed in Section 4.15(a) of the Seller’s Disclosure Schedule . Except as otherwise indicated in Section 4.15(a) of the Seller’s Disclosure Schedule , (i) none of Seller’s Benefit Plans (other than the Company Benefit Plans) are established or maintained by the Company or any Subsidiary, (ii) the Company, the Subsidiaries and the Employees participate in such Seller Employee Benefit Plans (other than the Company Benefit Plans) due to the Company’s status as a wholly-owned subsidiary of

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Seller, (iii) except to the extent specified in the TSA, or with respect to Retained Company Plans, the Employees’ active participation in such Seller’s Benefit Plans will cease as of the day before the Closing Date, and (iv) none of Seller’s Benefit Plans (except for Retained Company Plans) will obligate Buyer to assume or perform any obligation thereunder as a result of the transactions contemplated by this Agreement.

          (b) Seller has delivered or made available to Buyer, prior to the execution of this Agreement, copies (or with respect to unwritten plans, written descriptions) of all of Seller’s Benefit Plans and Company Benefit Plans. Seller’s Benefit Plans and Company Benefit Plans have been maintained and operated in accordance with all federal, state, foreign and local Laws applicable to such plans and the terms and conditions of the respective plan documents, except where such non-compliance would not have a Material Adverse Effect. The Internal Revenue Service or other foreign taxing or regulatory authority has issued a favorable determination letter or its equivalent under applicable foreign Law with respect to each Seller’s Benefit Plan and each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code, or to receive favorable tax treatment or otherwise satisfy the requirements of any applicable foreign Law, and, to Seller’s Knowledge, no facts or other circumstances exist that would result in the loss of such qualification or favorable tax treatment. No Seller’s Employee Benefit Plan or Company Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or similar foreign Law. No Seller’s Benefit Plan or Company Benefit Plan has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA or similar foreign law (a “ Multiple Employer Plan ”), nor has Seller, the Company or any ERISA Affiliate at any time contributed to, or been obligated to contribute to, any Multiple Employer Plan or any “multiemployer plan”. Except as otherwise provided in Section 4.15(b) of the Seller’s Disclosure Schedule and as required by Section 4980B of the Code regarding COBRA continuation coverage or by applicable state insurance or any foreign Laws, no Seller’s Benefit Plan or Company Benefit Plan provides life, health, medical or other welfare benefits to former Employees or beneficiaries or dependents thereof and neither Seller, the Company nor any Subsidiary has any current or projected liability under FAS 106 or 112 or its equivalent under applicable foreign Law, or other liability with respect to post employment or post retirement health or medical or life insurance benefits for retired, former or current Employees, except as required to avoid excise tax under Section 4980B of the Code or similar foreign Law.

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          (c) Except as otherwise indicated in Section 4.15(c) of the Seller’s Disclosure Schedule , with respect to any Seller’s Benefit Plan, no event has occurred and no condition or set of circumstances exists, in connection with which the Company, any Subsidiary or the Business could be directly or indirectly, through an ERISA Affiliate, subject to any Liability, lien or Encumbrance or loss of Tax deduction under ERISA, the Code or any applicable foreign Law or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which any of the Company, any Subsidiary or the Business has indemnified or is required to indemnify any Person against any such liability (except liability for benefit claims and funding obligations payable in the ordinary course). Neither Seller, the Company or any Subsidiary nor any defined benefit plan maintained by Seller, the Company or any ERISA Affiliates have incurred any material liability to the Pension Benefit Guaranty Corporation (“ PBGC ”) or the IRS, or similar foreign guarantee fund or organization, except liabilities to the PBGC (or its foreign equivalent) pursuant to Section 4007 of ERISA or under applicable foreign Law, all of which have been paid as due. No reportable event (as such term is used in section of 4043 of ERISA and for which the 30 day notice requirement has not been waived) or no “accumulated funding deficiency” (as such term is used in section 412 or 4971 of the Code) has occurred with respect to any Seller’s Benefit Plan subject to Title IV of ERISA.

          (d) Except as otherwise provided in Section 14.2 of this Agreement or the TSA or as indicated in Section 4.15(d) of the Seller’s Disclosure Schedule , no agreement, commitment, or obligation exists to adopt any new Employee Benefit Plan that would be a Company Benefit Plan if it were so adopted.

          (e) With respect to each Retained Company Plan:

          (i) Seller has furnished or made available to Buyer true, correct and complete copies of the following (to the extent applicable): (1) the plan documents and summary plan descriptions; (2) the most recent determination letter received from the Internal Revenue Service or its equivalent under foreign Law (to the extent applicable) or other evidence that the plan satisfies the requirements of any foreign Law regarding any intended tax status of such plan; (3) the most recent annual report, funding statement, actuarial report, or other reports or documents relating to the funded status thereof; (4) all related trust agreements, insurance contracts or other funding agreements that implement such plans; and (5) any material written correspondence to members, or to or from any applicable Governmental Entity relating thereto.

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          (ii) the funding method used with respect to each such plan that is subject to a pre-funding requirement under the terms of the plan or applicable Law, and the actuarial or other assumptions used in connection therewith, are (A) consistent with the requirements of the plan and with applicable Law, and (B) reasonable, given the experience of each such plan and reasonable expectations of the Company or applicable Subsidiary at the time of the most recent valuation.

          (iii) all contributions required to be made to such plans have been made in accordance with the terms of such plans and applicable Law, and no actual or, to the knowledge of the Company, threatened disputes, lawsuits, claims (other than routine claims for benefits), investigations, audits or complaints to, or by, any person, ombudsman or Governmental Entity have been filed against any Retained Company Plan, the Company, any Subsidiary or their ERISA Affiliates or the individuals responsible for operation thereof, and to the knowledge of the Company, no facts or conditions exist which could subject the Company or its ERISA Affiliates to any liability (other than routine claims for benefits) under the terms of the plan or applicable Law.

          (iv) With respect to any Retained Company Plan maintained in the United Kingdom or that is otherwise subject to the Laws thereof, (A) no liability has been imposed on the Company or any Subsidiary under section 144 of the Pension Schemes Act 1993 or section 75 of the Pensions Act 1995; (B) all death in service benefits payable in accordance with the provisions of each such plan are fully insured and the Seller is aware of no reason why such cover may be forfeited; and (C) no Employee or Former Employee has transferred to the Company or to a Subsidiary as part of a transfer of an undertaking to which the Transfer of Undertakings (Protection of Employment) Regulations 1981 applied;

          (v) with respect to any Retained Company Plan maintained in Canada or that is otherwise subject to the Laws thereof, (A) no event has occurred respecting any Retained Company Plan which is a “registered pension plan” as defined under the Income Tax Act (Canada) which would entitle any person to cause the wind-up or termination, in whole or in part, of such Retained Company Plan ; (B) there has been no withdrawal, and no application to any Governmental Entity for approval of such a withdrawal, of assets from such Retained Company Plan, and any application of surplus assets in such Retained Company Plan to offset required employer contributions thereto has been permitted by applicable Law and the terms of such Retained Company Plan and its associated funding agreement; and (C) no transfers of assets from or to such Retained Company Plan to or from another benefit plan

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or arrangement have occurred and there are no pending or anticipated applications to transfer assets to or from any Retained Company Plan.

          (vi) no material changes have occurred or are expected which would affect the actuarial or other financial or funding reports thereof described in Section 4.15(e)(i)(3); and

          (vii) except as set forth in Section 4.15(e)(vii) of the Seller’s Disclosure Schedule or as set forth in the documentation comprising the relevant Plans or as required by applicable Law, each Retained Company Plan can be amended or terminated at any time without approval from any Person, without advance notice, and without any liability other than for benefits accrued prior to such amendment or termination, and no agreement, commitment, resolution, or obligation exists to terminate or amend any Retained Company Plan or to increase any benefits under any Retained Company Plan.

          (f) No Employee participates in any pension scheme or plan established under the laws of Ireland or with respect to any Subsidiary that is an Irish entity.

     4.16 Labor Relations; Compliance . Neither Seller, in respect of the Business, nor the Company or any Subsidiary has been nor is a party to any collective bargaining or other labor Contract. Except as set forth in Section 4.16 of the Seller’s Disclosure Schedule , there has not been, there is not presently pending or existing, and to Seller’s knowledge there is not threatened, against Seller with respect to the Business or against the Company or any Subsidiary (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any proceeding based on the alleged violation of any Law pertaining to labor relations, occupational health and safety, workplace safety or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board or other labor relations board, the Equal Employment Opportunity Commission, a human rights commission or its foreign equivalent, or any other Governmental Entity, organizational activity, or other labor or employment dispute against Seller arising with respect to the Business, the Company or any Subsidiary, except in each case as would not have a Material Adverse Effect, or (c) any application for certification or certification drive of a collective bargaining agent. All Employees are properly classified as exempt or non-exempt (or similar classification in applicable foreign jurisdictions), where applicable, and no Employee is misclassified as an independent contractor, except where any failure to properly classify or misclassification would not, in each case or in the aggregate, have a Material Adverse Effect.

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     4.17 Taxes .

          (a) The Company and the Subsidiaries have filed or caused to be filed all material Tax Returns that are or were required to be filed by or with respect to any of them, either separately or as a member of a group of corporations, pursuant to applicable Law. The Company has delivered or made available to Buyer copies of all state and local income Tax Returns that pertain solely to the Company or any Subsidiary during ownership by the Company filed for periods beginning on or after January 1, 2001. The Company and the Subsidiaries have paid all Taxes that have been shown as due on any Tax Returns. The Seller has paid all federal income Taxes due in respect of the income attributable to the Company and the Subsidiaries for periods ending on or before the Closing Date.

          (b) Except as set forth in Section 4.17 of the Seller’s Disclosure Schedule , none of the United States federal or state income or any applicable foreign Tax Returns of the Company or any Subsidiary has been audited by relevant federal or state tax authorities or similar foreign authorities. No adjustments have been made by the IRS to the income of the Company or any Subsidiary on the United States federal income Tax Returns filed by the Company and the Subsidiaries as members of the consolidated return group including the Company and the Subsidiaries. Except as set forth in Section 4.17 of the Seller’s Disclosure Schedule , neither the Company nor any Subsidiary has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes for which the Company or any Subsidiary may be liable. Except as set forth in Section 4.17 of the Seller’s Disclosure Schedule , no audit or other proceeding by any Governmental Entity is pending or threatened with respect to any Taxes due from or with respect to the Company or any Subsidiary or any Tax Return filed by or with respect to the Company or any Subsidiary.

          (c) Except as may result from the event described