TRANSFER RESTRICTION AGREEMENT

Exhibit 10.2

TRANSFER RESTRICTION AGREEMENT

AMONG

ACCENTURE SCA

and

TRANSFERORS AND TRANSFEREES SIGNATORY HERETO

Dated as of April 1, 2005

TABLE OF CONTENTS

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TABLE OF CONTENTS
(continued)

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TRANSFER RESTRICTION AGREEMENT

     This Transfer Restriction Agreement, dated as of April 1, 2005 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, the “Agreement”) among Accenture SCA, a Luxembourg société en commandite par actions (“Accenture SCA”), the Transferors (as defined below) and the Transferees (as defined below).

WITNESSETH

     WHEREAS, the Articles of Association of Accenture SCA impose certain restrictions on the transfer of Class I Common Shares of Accenture SCA (the “Class I Common Shares”) held by Covered Persons (as defined below), including the Partners signature hereto.

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

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

ARTICLE I
DEFINITIONS AND OTHER MATTERS

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

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

          (b) “Accenture SCA” shall have the meaning ascribed to such term in the preamble hereto.

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

          (d) “Articles” shall mean the Articles of Association of Accenture SCA as in effect on the date hereof and as the same may be amended, modified or restated from time to time after the date hereof, and reference to an Article shall mean the specific numbered Article, included in the Articles, so referred to.

          (e) A “beneficial owner” of a security or of any other interest in an entity includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security or interest and/or

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

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

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

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

          (i) “Company” shall mean Accenture SCA, together with its general partner and Subsidiaries from time to time.

          (j) “Covered Persons” shall have the meaning ascribed to such term in the Articles. The Transferors signatory hereto are Covered Persons.

          (k) “Covered Shares” shall have the meaning ascribed to such term in the Articles. The Transferred Shares (as defined herein) as held by the Transferors prior to Transfer are Covered Shares.

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

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

          (n) “Exempt Organization” shall mean (i) an organization exempt from federal income taxation under Sections 501(c) or (d) of the Internal Revenue Code as amended from time to time (or corresponding provisions of subsequent superseding federal revenue laws), or (ii) an organization organized under the laws of a jurisdiction other than the United States (or any political subdivision thereof) which is substantially

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the same, in regard to the nature and purpose of its organization and operations, as any organization described in preceding clause (i).

          (o) “Extended Restriction Date” shall have the meaning ascribed to such term in Section 2.2(a) hereof.

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

          (q) “Interim Restriction Date” shall have the meaning set forth in Section 2.2(a) hereof.

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

          (s) “Joinder Agreement” shall have the meaning ascribed to such term in Section 3.1(a) hereof.

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

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

          (v) “Partners” shall mean those executive employees of the Company with the “Partner” title.

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

          (x) “Pledge Agreement” shall mean that certain Pledge Agreement dated as of April 18, 2001 among Accenture SCA and the Partners signatory thereto, as

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the same may be amended, supplemented or otherwise modified from time to time, which agreement was given as security for the pledgors’ obligations under the Non-Competition Agreement.

          (y) “Proxy Termination Date” shall have the meaning ascribed to such term in Section 4.1(c) hereof.

          (z) “Restriction Date” shall have the meaning ascribed to such term in Section 2.2(a) hereof.

          (aa) “Securities Act” shall mean the United States Securities Act of 1933, as amended to date and as further amended from time to time.

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

          (cc) “Transferees” shall mean those Persons to whom Class I Common Shares are Transferred subject to the terms of this Agreement, who from time to time are parties to this Agreement and who shall execute a Joinder Agreement in a form approved by Accenture SCA.

          (dd) “Transferors” shall mean those Persons who Transfer Class I Common Shares subject to the terms of this Agreement, who from time to time are parties to this Agreement and who shall execute a Joinder Agreement in a form approved by Accenture SCA. Transferors may include active, retired and resigned Partners.

          (ee) “Transferred Shares” shall have the meaning ascribed to such term in Section 2.1(a) hereof.

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

     Section 1.3. Application .

          (a) Accenture SCA and certain Partners and their transferees previously entered into a “Transfer Restriction Agreement” dated as of October 1, 2002 and subsequently amended with respect to transfers of Class I Common Shares made prior to the date hereof. This Agreement applies with respect to Transfers of Class I Common Shares made after the date hereof by Partners who are signatory hereto as Transferors.

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

ARTICLE II
TRANSFER RESTRICTIONS

     Section 2.1. Transfer and Consent .

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

          (b) Eligible Transfers. A Transfer shall be eligible to be considered for Accenture SCA’s consent pursuant to Section 2.1(a) only if such Transfer is made primarily for the Transferor’s estate and/or tax planning purposes or charitable giving purposes. The Transferor shall demonstrate to the satisfaction of Accenture SCA (in the exercise of its discretion) that the proposed Transfer satisfies such eligibility requirement. Subject to such guidelines as Accenture SCA may establish from time to time in its sole discretion, Accenture SCA has advised Partners that proposed Transfers to Family Members and/or Exempt Organizations will presumptively be considered eligible Transfers, subject, however, to final evaluation and determination in each case by Accenture SCA in its sole discretion.

          (c) Acknowledgments by Transferor and Accenture Ltd . The Transferor and Accenture SCA acknowledge and agree that: (i) notwithstanding anything to the contrary contained herein (including, without limitation, the definition of “beneficial owner” in Section 1.1(e) hereof), the Transferred Shares shall be deemed to continue to be the Transferor’s “Partner Matters Interests” (as defined in the Partner Matters Agreement) for purposes of the Partner Matters Agreement at all times until the Proxy Termination Date (as defined in Section 4.1(c) below); (ii) the respective number of Transferred Shares indicated for a Base Restriction Date (in accordance with Section 3.1(b) below) shall, for purposes of Article 8 of the Articles, be applied against the cumulative maximum number of Covered Shares which may be Transferred as of such date by the Transferor in accordance with the transfer restrictions imposed by the Articles, but shall not be charged against the cumulative maximum number of Covered .

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Shares which may be transferred prior to such date; and (iii) each Transferor remains subject to the requirement under the Articles of retaining at least 25% of the Covered Shares owned by such Partner as of the IPO Date until the later of July 24, 2009 (the eighth anniversary of the IPO Date) or the date that such Transferor ceases to be an employee of the Company.

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

     Section 2.2. Transfer Restrictions .

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

          (i) “Base Restriction Date” shall mean a date specified by the Transferor in Schedule I to the Joinder Agreement in respect of Transferred Shares, which date shall be either (1) an anniversary of the IPO Date not later than July 24, 2008 (the seventh anniversary of the IPO Date) or (2) the Extended Restriction Date (which shall be identified by the use of such defined term in Schedule I to the Joinder Agreement); provided, however, that:

     (1) For Transfers made by Transferors who as of the date of Transfer are resigned Partners, the Base Restriction Date shall be July 24, 2009 (the eighth anniversary of the IPO Date);

     (2) A Transferor who is a retired Partner and will attain age 56 after July 24, 2009 may designate July 24, 2009 as the Base Restriction Date with respect to shares that are not scheduled pursuant to the Articles to be released from transfer restriction prior to such date; and

     (3) A Transferor who is a retired Partner and will attain age 56 on or prior to July 24, 2009 may designate his 56 ^th birthday as the Base Restriction Date with respect to Transferred Shares which, in accordance with the Articles, would be subject to transfer restrictions extending beyond such date except for the occurrence of such birthday.

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

          (iii) “Interim Restriction Date” shall mean the earlier of (1) November 1, 2005 or (2) such date as of which Accenture SCA initiates new trading and transfer procedures to facilitate the transfer of Class I Common Shares.

          (iv) “Restriction Date” shall mean the later of (1) the Interim Restriction Date or (2) the Base Restriction Date as it may be accelerated to an earlier date or deferred to a later date in accordance with the following:

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

     (2) If the Transferor dies prior to the Base Restriction Date, the Base Restriction Date in respect of all the Transferred Shares shall be accelerated to the date of the Transferor’s death.

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

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

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

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contained in this Agreement, such Transferee shall remain subject to and comply with such lock-up provisions under any such underwriting agreement for the term of such provisions even though such term may extend beyond the Restriction Date.

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

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

     Section 2.3. Non-Certificated Shares; Legend .

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

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

          “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A TRANSFER RESTRICTION AGREEMENT AMONG ACCENTURE SCA AND THE PERSONS NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF ACCENTURE SCA AND WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION AND VOTING OF SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE THEREWITH.”

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

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

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ARTICLE III
TRANSFER PROCEDURES

Section 3.1. Requirements for Transfer

          (a) As a condition to any Transfer of Transferred Shares pursuant to this Agreement, the Transferor and the Transferee shall complete, execute and deliver to Accenture SCA a Joinder Agreement (with Schedule I thereto) in a form approved by Accenture SCA (the “Joinder Agreement”).

          (b) The Transferor shall set forth in Schedule I to the Joinder Agreement the Base Restriction Date(s) and the applicable number of Transferred Shares with respect to such Base Restriction Date(s). The Base Restriction Date(s) and the number of Transferred Shares to which the respectiv