TRANSFER RIGHTS AGREEMENT

Exhibit 10.2

TRANSFER RIGHTS AGREEMENT

AMONG

ACCENTURE SCA

and

THE COVERED PERSONS SIGNATORY HERETO

Amended and Restated as of February 3, 2005

TABLE OF CONTENTS

     This Transfer Rights Agreement, amended and restated as of April 18, 2001 ¹ (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, this “Agreement”), among Accenture SCA, a Luxembourg société en commandite par actions (“Accenture SCA”), and the Covered Persons (hereinafter defined).

WITNESSETH:

     WHEREAS, the Covered Persons may in the future become beneficial owners of Class I Common Shares, par value 1.25 euro per share, of Accenture SCA (the “Common Shares”).

     WHEREAS, the Covered Persons desire to address herein certain relationships among themselves with respect to the disposition of their Common Shares and various other matters and desire to give to the Accenture SCA Partners Committee (hereinafter defined) the power to enforce their agreements with respect thereto on their behalf.

     NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto 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 Class A Common Shares” shall mean the Class A Common Shares of Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda.

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

     (c) “Accenture SCA Partners Committee” shall have the meaning ascribed to such term in Section 4.2 hereof.

     (d) This “Agreement” shall have the meaning ascribed to such term in the preamble hereto.

     (e) “Base Eligible Sales” shall have the meaning ascribed to such term in Section 2.2 hereof.

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     (f) A “beneficial owner” of a security 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 and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security, but for purposes of this Agreement a person shall not be deemed a beneficial owner of 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 the Accenture SCA Partners Committee). “Beneficially own” and “beneficial ownership” shall have correlative meanings. For purposes of the determination of beneficial ownership only, the provisions of Article II hereof shall not be deemed to transfer the investment power with respect to any Common Shares.

     (g) “Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations thereunder.

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

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

     (j) “Continuing Provisions” shall have the meaning ascribed to such term in Section 5.1(b) hereof.

     (k) “Covered Persons” shall mean those persons, other than Accenture SCA, who are from time to time parties to this Agreement and whose names are, or are required to be, listed on Appendix A hereto, in each case in accordance with the terms hereof.

     (l) A Covered Person’s “Covered Shares” shall mean any Common Shares beneficially owned by such Covered Person at the time in question but, shall not include any Common Shares excluded from the definition of Covered Shares by action of the Accenture SCA Partners Committee prior to the IPO Date. “Covered Shares” shall also include the securities that are defined to be “Covered Shares” in Section 4.4 hereof. A Covered Person “acquires” Covered Shares when such Covered Person first acquires beneficial ownership over such Covered Shares.

     (m) The term “disabled” shall mean “disabled” as defined (i) in any employment agreement then in effect between the employee and the Company, or (ii) if not defined therein, or if there shall be no such agreement, as defined in the Company’s long-term disability plan as in effect from time to time, or (iii) if there shall be no plan, the inability of an employee to perform in all material respects his duties and responsibilities to the

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Company for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty- four (24) consecutive month period by reason of a physical or mental incapacity. Any question as to the existence of a disability as to which the employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the employee and the Company. If the employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determinations in writing. The determination of disability made in writing to the Company and the employee shall be final and conclusive for all purposes of this Agreement.

     (n) “Disabled Employee” shall have the meaning ascribed to such term in Section 2.2 hereof.

     (o) An “employee” shall include, without limitation, the owners and employees of partner personal service companies in certain countries with which the Company has personal service contracts (in each case as agreed by the Accenture SCA Partners Committee), and any other similarly situated person designated as an “employee” by the Accenture SCA Partners Committee.

     (p) “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.

     (q) “Employee Covered Shares” shall have the meaning ascribed to such term in Section 5.1 hereof.

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

     (s) A reference to an “Exchange Act Rule” shall mean such rule or regulation of the United States Securities and Exchange Commission under the Exchange Act, as in effect from time to time or as replaced by a successor rule thereto.

     (t) “IPO Date” shall mean the closing date of the initial public offering of the Accenture Ltd Class A Common Shares.

     (u) “Market Price of an Accenture Ltd Class A Common Share” shall have the meaning ascribed to such term in the Articles of Association of Accenture SCA, as such term may be amended from time to time pursuant to the Articles of Association of Accenture SCA.

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     (v) “Non-Competition Agreement” shall mean, collectively, any Non- Competition Agreement, dated as of the date hereof, among the Company and the partners from time to time party thereto.

     (w) “Permitted Basket Transaction” shall mean the purchase or sale of, or the establishment of a long or short position in, a basket or index of securities (or of a derivative financial instrument with respect to a basket or index of securities) that includes securities of the Company, in each case if such purchase, sale or establishment is permitted under the Company’s policy on hedging with respect to securities of the Company and other relevant policies, including insider trading policies, as announced from time to time.

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

     (y) “Retired Employee” shall have the meaning ascribed to such term in Section 2.2 hereof.

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

     (aa) “Sole Beneficial Owner” shall mean a person who is the beneficial owner of Covered Shares, who does not share beneficial ownership of such Covered Shares with any other person (other than pursuant to this Agreement, the Non-Competition Agreement or applicable community property laws) and who is the only person (other than pursuant to applicable community property laws) with a direct economic interest in the Covered Shares. An economic interest of the Company (or of any other person with respect to which the Company has expressly agreed to in writing) as pledgee shall be disregarded for this purpose. A Covered Person that holds Covered Shares indirectly through a wholly-owned personal holding company shall be considered the “Sole Beneficial Owner” of such Covered Shares, provided that such personal holding company is a Covered Person hereunder.

     (bb) “Subsidiary” shall mean any person in which Accenture SCA owns, directly or indirectly, at least a majority of the equity, economic or voting interest.

     (cc) “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 Covered Shares, including short sales of securities of the Company, option transactions (whether physical or cash settled) with respect to securities of the Company, use of equity or other derivative financial instruments relating to securities of the Company and other hedging arrangements with respect to securities of the Company, in each such case other than Permitted Basket Transactions.

     (dd) “Transfer Restrictions” shall have the meaning ascribed to such term in Section 2.1 hereof.

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     (ee) “Valuation Ratio” shall have the meaning ascribed to such term in the Articles of Association of Accenture SCA, as such ratio may be adjusted from time to time pursuant to the Articles of Association of Accenture SCA.

     (ff) “vote” shall include, without limitation, actions taken or proposed to be taken by written consent.

     Section 1.2. Gender . For the purposes of this Agreement, the words “he,” “his” or “himself” shall be interpreted to include the masculine, feminine and corporate, other entity or trust form.

ARTICLE II
LIMITATIONS ON TRANSFER OF SHARES

     Section 2.1. [RESERVED]

     Section 2.2 [RESERVED]

     Section 2.3. Certain Additional Restrictions .

     Each Covered Person agrees for the benefit of every other Covered Person that for so long as such Covered Person is an Employee Covered Person, such Covered Person will comply with any restrictions on Transfer relating to Common Shares imposed by the Company and notified to such Covered Person from time to time to enable the Company or any party to an agreement with the Company to (i) account for a business combination by the pooling of interests method or (ii) pursuant to the Company’s insider trading policies from time to time.

     Section 2.4. [RESERVED]

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Each Covered Person severally represents and warrants that:

     (i) such Covered Person has (and with respect to Covered Shares to be acquired in the future, will have) good, valid and marketable title to the Covered Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, another agreement with the Company, or any other agreement with another person with respect to which the Company has expressly agreed to in writing, by which such Covered Person is bound and to which the Covered Shares are subject;

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     (ii) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law));

     (iii) there are no actions, suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person’s assets in any court or before or by any federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform or comply with this Agreement;

     (iv) such Covered Person understands that his ability to transfer the Covered Shares is subject to legal and contractual restrictions and that the Covered Shares have not been registered under the United States Securities Act of 1933, and that he is holding the Covered Shares for his own account, for investment, and not for distribution, assignment or resale to others, and no other person has any direct or indirect beneficial interest in such shares (other than the Company or at the express written consent of the Company); and

     (v) no statement, representation or warranty made by such Covered Person in this Agreement, nor any information provided by such Covered Person for inclusion in a report filed pursuant to Section 4.5 hereof or in a registration statement filed by the Company contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements, representations or warranties contained herein or information provided therein not misleading.

          Each Covered Person that is not a natural person additionally and severally represents and warrants that:

     (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person’s formation;

     (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; and

     (iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person.

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     Each Covered Person severally agrees that the foregoing provisions of this Article III shall be continuing representations and warranties of such Covered Person during the period that such person shall be a Covered Person and Common Shares of such person shall be Covered Shares, and such Covered Person shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations and warranties shall be true and correct during such period.

ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES

     Section 4.1. Redemption Price

     Each Covered Person agrees that the redemption price payable in connection with any redemption of such Covered Person’s Common Shares (i) under Article 7 of the Articles of Association of Accenture SCA, as such redemption price is calculated in accordance with such Article 7, or (ii) under paragraph (f) of Section 2.2 hereof, as such redemption price is calculated in accordance with Section 2.2 hereof, may, at the option of Accenture SCA, be paid in cash or in Accenture Ltd Class A Common Shares.

     Section 4.2. Accenture SCA Partners Committee .

     (a) The “Accenture SCA Partners Committee”, as of any time, shall consist of the members of the Supervisory Board of Accenture SCA who are also employees of the Company that hold the “Partner” title and who agree to serve as members of the Accenture SCA Partners Committee. If there are less than three individuals who are both Partners and members of the Supervisory Board of Accenture SCA and who agree to serve as members of the Accenture SCA Partners Committee, the Accenture SCA Partners Committee shall consist of each such individual plus such additional individuals who are Partners and who are selected pursuant to procedures established by the Accenture SCA Partners Committee as shall ensure