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AMENDED AND RESTATED SEPARATION AGREEMENT

Dated as of February 13, 2001

By and Among

KPMG CONSULTING, LLC

KPMG CONSULTING, INC.

and

KPMG LLP

TABLE OF CONTENTS

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ii

iii

iv

Schedules

Schedule 1.1 —Audited Balance Sheet of Consulting
Schedule 2.2 —Transfer of Partner Shares
Schedule 3.1(a) —Listed Assets
Schedule 3.1(c)(i) —Contracts Relating to Acquisitions or Divestitures
Schedule 3.1(c)(ii) —Consulting Contracts
Schedule 3.1(c)(iii) —Government Contracts
Schedule 3.1(c)(iv) —Supplier Contracts Categories
Schedule 3.1(c)(v) —Joint Development and Confidentiality Contracts
Schedule 3.1(c)(vi) —Telecommunications Contracts
Schedule 3.1(c)(vii) —Contracts relating to Third Party Software
Schedule 3.1(e) —Technical and Business Materials
Schedule 3.1(f)(i) —Patents
Schedule 3.1(f)(ii) —Copyrights
Schedule 3.1(f)(iii) —Trade Names, Trademarks
Schedule 3.1(f)(iv) —Software
Schedule 3.1(g) —Permits and Licenses
Schedule 3.1(i) —Transferred Subsidiaries, Joint Ventures and Minority
Interests
Schedule 3.1(m) —Loans
Schedule 3.3(a) —Liabilities of KPMG
Schedule 3.3(c) —KPMG Subsidiary Loans
Schedule 3.3(f) —Environmental Liabilities
Schedule 3.5 —Leased Personal Property
Schedule 4.1 —Consulting Directors and Officers
Schedule 6.4(a) —KPMG Guarantees
Schedule 6.4(b) —Surety Bonds
Schedule 6.5(a) —Consulting Assumed Actions

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Exhibits

Exhibit A —Consulting Non-Eligible Member Agreement
Exhibit B —Consulting Non-Qualified Member Distribution Agreement
Exhibit C —Consulting Qualified Member Distribution Agreement
Exhibit D —Non-Competition Agreement
Exhibit E —KPMG Non-Qualified Member Distribution Agreements
Exhibit F —KPMG Qualified Member Distribution Agreements
Exhibit G —Leased Asset Agreement
Exhibit H —Operating Agreement
Exhibit I —Transition Services Agreement
Exhibit J —Registration Rights Agreement
Exhibit K —Form of Separation Note
Exhibit L —Form of Note
Exhibit M —Certificate of Incorporation of Consulting, Inc.
Exhibit N —By-laws of Consulting, Inc.

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AMENDED AND RESTATED SEPARATION AGREEMENT

      AMENDED AND RESTATED SEPARATION AGREEMENT (this “Agreement”), dated as of February 13, 2001, by and among KPMG LLP, a Delaware limited liability partnership (“KPMG”), KPMG Consulting, Inc., a Delaware corporation (“Consulting, Inc.”) and, prior to the Separation (as hereinafter defined), a wholly-owned Subsidiary (as hereinafter defined) of KPMG, and KPMG Consulting, LLC, a Delaware limited liability company (“LLC” and collectively with Consulting, Inc., “Consulting”) and, prior to the Separation, a wholly-owned Subsidiary of KPMG.

W I T N E S S E T H

      WHEREAS, KPMG, itself and through its Subsidiaries, was engaged, inter alia, in the management and information technology consulting services business;

      WHEREAS, the Board of Directors of KPMG determined that it would be advisable and in the best interests of KPMG and its principals and partners for KPMG to separate its Consulting Business (as hereinafter defined) from its other businesses so that from and after the Effective Date (as hereinafter defined) the Consulting Business will be held indirectly by Consulting Inc. through its Subsidiaries (the “Separation”) and in connection therewith for Consulting, Inc. to sell shares of its preferred stock, (the “Consulting Preferred Stock”), to one or more strategic investors (the “Private Placement”);

      WHEREAS, the partners and principals of KPMG have duly approved the Separation and the other transactions contemplated hereby;

      WHEREAS, KPMG contributed, and cause to be contributed to LLC, (i) certain of the operating assets, properties and liabilities related to the Consulting Business held by KPMG and certain Subsidiaries of KPMG, (ii)   the partners, principals and employees of KPMG related to the Consulting Business and (iii) all of the issued and outstanding shares of capital stock and other equity interests owned by KPMG and its Subsidiaries in certain of KPMG’s Subsidiaries and other entities in and through which the Consulting Business is conducted;

      WHEREAS, following such contribution, (i) Consulting or one or more of the Transferred Subsidiaries (as hereinafter defined) assumed certain liabilities and obligations arising out of or relating to the Consulting Business; (ii)   LLC issued Membership Units (as hereinafter defined) of LLC to KPMG and Membership Units of LLC to certain partners and principals of KPMG, and (iii) LLC issued to KPMG certain intercompany notes; and

      WHEREAS, each of the partners and principals of KPMG who received Membership Units agreed to exchange each such Membership Unit for one share of the common stock of Consulting, Inc. (the “Consulting Common Stock”), and KPMG agreed to exchange all but one-half of one percent of the total outstanding Membership Units for Consulting Common Stock and the Note (as hereinafter defined) following the contribution and issuance of Membership Units described in the preceding paragraph (the “Exchange”);

      WHEREAS, immediately following the Separation and the Exchange, LLC was owned 99.5% by Consulting, Inc. and .5% directly by KPMG;

      WHEREAS, KPMG and Consulting previously determined that it was necessary and desirable to set forth the principal transactions required to effect the Separation and the Exchange and to set forth other agreements that will govern certain other matters in connection with the Separation and the Exchange;

      WHEREAS, KPMG and Consulting entered into a Separation Agreement dated December 29, 1999 (the “Original Agreement”) setting forth the principal transactions required to effect the Separation and Exchange and other agreements governing certain other matters in connection with the Separation and Exchange;

      WHEREAS, the Original Separation Agreement became effective as of January 31, 2000 and shall remain in effect until the earlier of the occurrence of an IPO or a Change in Control (each as defined herein); and

      WHEREAS, KPMG and Consulting desire to amend and restate the Original Agreement, such amendment and restatement to be effective only upon the occurrence of the earlier of the consummation of an IPO or a Change of Control (each as defined herein)

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

ARTICLE I

DEFINITIONS, INTERPRETATIONS AND EFFECTIVENESS

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

      “Accredited Investor” has the meaning set forth in Rule 501(a) under the Securities Act of 1933, as amended.

      “Action” means any action, claim, suit, arbitration, inquiry, subpoena, discovery request, proceeding or investigation by or before any court or grand jury, any governmental or other regulatory or administrative entity, agency or commission or any arbitration tribunal.

      “Affiliate” means any Person controlling, controlled by, or under direct or indirect common control with a Party hereto, it being understood that KPMG International, KPMG Americas and other KPMG International member (either directly or as a subsidiary of a member), licensee or sublicensee firms are not Affiliates of the Parties hereto. It is further understood that, for the purpose of this definition, after the Separation, Consulting and its Subsidiaries (including the Transferred Subsidiaries) shall not be deemed Affiliates of KPMG. For the purpose of this definition, the term “control” means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by

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contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

      “Agreed Adjustments” has the meaning set forth in Section 3.7(c).

      “Agreed Rate” means the prime rate published by The Wall Street Journal under the “Money Rates” section, as that rate may vary from time to time, or if that rate is no longer published, a comparable rate.

      “Ancillary Agreements” means collectively, the Non-Competition Agreement, the KPMG Qualified Member Distribution Agreement, the Consulting Qualified Member Distribution Agreement, the KPMG Non-Qualified Member Distribution Agreement, the Consulting Non-Qualified Member Distribution Agreement, the Consulting Non-Eligible Member Agreement, the Transition Services Agreement, the Registration Rights Agreement, the Note, the Separation Note, the Leased Asset Agreement, and all other agreements to be entered into between KPMG and Consulting and their respective Affiliates, in connection with the Separation, the Exchange and the consummation of the transactions contemplated hereby or which relate to the ongoing relationship between Consulting and KPMG and their respective Affiliates following the Separation, as each may be amended in accordance with its terms from time to time.

      “Asset/Liability Schedule” has the meaning set forth in Section 3.6.

      “Auditor Independence Rules” has the meaning set forth in Section 6.8.

      “Assumed Liabilities” has the meaning set forth in Section 3.3.

      “Balance Sheet of Consulting” means the audited Balance Sheet of Consulting as of June 30, 1999 as set forth in Schedule 1.1.

      “Benefit Subsidiary” means any Subsidiary of KPMG whose employees are covered by the compensation policies and employee benefit plans, programs and arrangements of KPMG.

      “Board of Directors” means the board of directors of the referenced entity or any duly authorized committee thereof.

      “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§9601 et seq., any amendments thereto, any successor statutes and any regulations promulgated thereunder.

      “Change of Control” shall mean:

	(i)   a sale or transfer to a non-affiliated third party of all or substantially all of the assets of Consulting on a consolidated basis in any transaction or series of related transactions;

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(ii)     any merger, consolidation or reorganization to which Consulting is a party, except for a merger, consolidation or reorganization in which Consulting is the surviving corporation and, after giving effect to such merger, consolidation or reorganization, the holders of Consulting’s outstanding equity (on a fully diluted basis) immediately prior to the merger, consolidation or reorganization will own in the aggregate immediately following the merger, consolidation or reorganization Consulting’s outstanding equity (on a fully diluted basis) either (i) having the ordinary voting power to elect a majority of the members of Consulting’s Board of Directors to be elected by the holders of Common Stock and any other class which votes together with the Common Stock as a single class or (ii)   representing at least 50% of the equity value of Consulting as reasonably determined by the Board of Directors.

	(iii)   any Person other than KPMG LLP or its affiliates, acquires beneficial ownership of 50% or more of the outstanding equity of Consulting generally entitled to vote on the election of directors.

      “Claims or Losses” means all losses, liabilities, claims, demands, settlements, penalties, fines, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise (including reasonable attorneys’ fees and expenses, reasonable consultants’ fees and expenses, court costs, and any and all expenses reasonably incurred in investigating, preparing for, or responding to, or defending against, any litigation or claim, commenced, made or threatened).

      “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any applicable state law requiring continuation coverage under a medical plan and except where the context requires otherwise, the regulations promulgated thereunder.

      “Code” means the Internal Revenue Code of 1986, as amended, and except where the context otherwise requires, the regulations promulgated thereunder.

      “Collection Report” has the meaning set forth in Section 6.10(b).

      “Consulting” has the meaning set forth in the Preamble.

      “Consulting Assigned Intellectual Property” has the meaning set forth in Section 3.1(f).

      “Consulting Assumed Actions” has the meaning set forth in Section 6.5(a).

      “Consulting Books and Records” has the meaning set forth in Section 3.1(j).

      “Consulting Business” has the meaning set forth in the Non-Compeition Agreement, but shall not include the Excluded Assets.

      “Consulting Common Stock” has the meaning set forth in the Recitals.

      “Consulting Employee” has the meaning set forth in Section 8.1.

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      “Consulting, Inc.” has the meaning set forth in the Preamble.

      “Consulting Indemnified Parties” has the meaning set forth in Section 12.2(a).

      “Consulting Non-Eligible Member Agreements” means the agreements to be executed between Consulting and each of the partners or principals who are not Eligible Partners and who withdraw from KPMG and become employees of Consulting substantially in the form of Exhibit A.

      “Consulting Non-Qualified Member Distribution Agreements means the agreements to be executed between Consulting and each of the Non-Qualified Partners who withdraw from KPMG and become employees of Consulting substantially in the form of Exhibit B.

      “Consulting Party” has the meaning set forth in Section 12.6.

      “Consulting Preferred Stock” has the meaning set forth in the Recitals.

      “Consulting Qualified Member Distribution Agreements” means the agreements to be executed between Consulting and each of the Qualified Partners who withdraw from KPMG and become employees of Consulting substantially in the form of Exhibit C.

      “Consulting Savings Plan”means the 401(K) Plan to be adopted by Consulting to provide benefits similar to the benefits provided by the KPMG Savings Plan.

      “Consulting Services” means those services to be provided by Consulting and the Transferred Subsidiaries to their clients immediately following the Effective Date.

      “Consulting Transferred Actions” has the meaning set forth in Section 6.5(b).

      “Contracting Party” has the meaning set forth in Section 6.9.

      “Contracts” has the meaning set forth in Section 3.1(c).

      “Conveyancing and Assumption Instruments” has the meaning set forth in Section 5.1.

      “Disabled Employee” means each partner, principal or employee who would have been a Consulting Employee had he or she not been on a long-term disability leave of absence on the Effective Date and whose leave of absence commenced after June 30, 1999.

      “Dispute” has the meaning set forth in Section 13.1.

      “Effective Date” means the close of business on the date on which the closing of the Separation and Exchange occur.

      “Effective Time” means the time on the Effective Date on which the closing of the Separation and Exchange occur.

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      “Eligible Partners” means those partners or principals of KPMG who were partners or principals both on August 12, 1998 and as of the date of the signing of the definitive agreement relating to the Private Placement.

      “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and except where the context requires otherwise, the regulations promulgated thereon.

      “Exchange” has the meaning set forth in the Recitals.

      “Excluded Assets” has the meaning set forth in Section 3.2.

      “First Party” has the meaning set forth in Section 9.4(b).

      “Foreign Exchange Rate” means, with respect to any currency other than United States dollars, as of any date of determination, the rate on such date at which such currency may be exchanged for United States dollars as published by The Wall Street Journal under its “Currency Trading” section, as that rate may vary from time to time, or if that rate is no longer published, a comparable rate.

      “Indemnified Party” means any Party who is entitled to receive payment from an Indemnifying Party pursuant to Article XII hereof.

      “Indemnifying Party” means any Party who is required to pay any other person pursuant to Article XII hereof.

      “Indemnity Payment” means the amount an Indemnifying Party is required to pay an Indemnified Party pursuant to Article XII hereof.

      “Information” has the meaning set forth in Section 9.1(a).

      “Insurance Charges” has the meaning set forth in Section 6.2(d).

      “Insured Claims” means those liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the KPMG Policies, whether or not subject to deductibles, co-insurance, uncollectability, premium adjustments (including reserves), retrospectively-rated premium adjustments or retentions, but only to the extent that such liabilities are within applicable KPMG Policy limits, including aggregates and deductibles.

      “Intellectual Property Rights” means any and all United States and foreign copyrights, copyright registrations and applications therefor, nonpatented inventions, discoveries, processes, formulations, trade secrets and associated rights, know-how, technical data, all patent applications and issued patents, including continuations, continuations-in-part, divisionals, reissues, and extensions thereof, and trade names, trademarks, service marks, service names, any registrations for any of the foregoing, and any applications for such registration.

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

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      “KPMG” has the meaning set forth in the Preamble.

      “KPMG Actions” has the meaning set forth in Section 6.5(d).

      “KPMG Assumed Actions” has the meaning set forth in Section 6.5(c).

      “KPMG Guarantees” has the meaning set forth in Section 6.4(a).

      “KPMG Guarantee Fee” has the meaning set forth in Section 6.4(c).

      “KPMG Indemnified Parties” has the meaning set forth in Section 12.2(b).

      “KPMG International” means KPMG International, a Swiss Verein.

      “KPMG’s Membership Units” has the meaning set forth in Section 2.2(a).

      “KPMG Non-Qualified Member Distribution Agreements” means the agreements to be executed between KPMG and each of the Non-Qualified Partners who will remain partners or principals of KPMG substantially in the form of Exhibit E.

      “KPMG Party” has the meaning set forth in Section 12.6.

      “KPMG Pension Plan” means the KPMG Pension Plan.

      “KPMG Plan” means any employee benefit plan or program maintained by KPMG.

      “KPMG Policy” and “KPMG Policies” have the meanings set forth in Section 6.2(a).

      “KPMG Qualified Member Distribution Agreements” means the agreements to be executed between KPMG and each of the Qualified Partners who will remain partners or principals of KPMG substantially in the form attached hereto as Exhibit F.

      “KPMG Savings Plan” means the KPMG 401(k) Plan.

      “LLC” has the meaning set forth in the Preamble.

      “Leased Asset Agreement” means the Leased Asset Agreement among KPMG, Consulting, Inc. and LLC attached hereto as Exhibit G.

      “Liabilities” means any and all claims, debts, demands, actions, causes of action, suits, sum or sums of money, accounts, reckonings, bonds, specialities, indemnities, exonerations, covenants, contracts, controversies, agreements, obligations, promises, doings, omissions, variances, damages, executions and liabilities whatsoever, both at law and in equity, whether accrued, unrecorded, absolute, known or unknown, contingent or otherwise, and whether due or to become due.

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      “Licensed Consulting Intellectual Property” has the meaning set forth in Section 7.1(a).

      “Licensed Retained Intellectual Property” has the meaning set forth in Section 7.2(a).

      “Listed Asset Schedule” has the meaning set forth in Section 3.1(a).

      “Loan” means any indebtedness for borrowed money between KPMG and the Consulting Business.

      “Member Distribution Agreements” means the KPMG Qualified Member Distribution Agreements, the Consulting Qualified Member Distribution Agreements, the KPMG Non-Qualified Member Distribution Agreements, the Consulting Non-Qualified Member Distribution Agreements and the Consulting Non-Eligible Member Agreements.

      “Membership Units” means Membership Units in LLC representing an interest of a member in LLC.

      “Money Purchase Plan” has the meaning set forth in Section 8.9(b).

      “Net Amount of Receivables” has the meaning set forth in Section 6.10(c).

      “Non-Competition Agreement” means the Non-Competition Agreement among Consulting, Inc., LLC and KPMG, substantially in the form of Exhibit D.

      “Non-Qualified Partners” means those partners or principals of KPMG who are Eligible Partners but who are not Accredited Investors.

      “Note” has the meaning set forth in Section 2.2(d).

      “Operating Agreement” means the Operating Agreement among LLC and the members of LLC, substantially in the form of Exhibit H.

      “Original Agreement” has the meaning set forth in the Preamble.

      “PAR” has the meaning set forth in Section 8.9(b).

      “Partners’ Membership Units” has the meaning set forth in Section 2.2(a).

      “Partnership Agreement” means that certain agreement among KPMG and the partners and principals of KPMG dated July 1, 1997, as amended from time to time.

      “Party” means KPMG, Consulting, Inc. or LLC.

      “Person” shall mean an individual, corporation, partnership, limited liability company, unincorporated syndicate, unincorporated organization, entity, trust, trustee, executor, administrator or other legal representative, governmental authority or agency, or any group of Persons acting in concert.

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      “Preliminary Required Adjustment” has the meaning set forth in Section 3.7.

      “Preliminary Valuation Date Report” has the meaning set forth in Section 3.7.

      “Pre-Separation Claims Administration” has the meaning set forth in Section 6.2(e).

      “Private Placement” has the meaning set forth in the Preamble.

      “Privilege” and “Privileges” have the meanings set forth in Section 9.5(a).

      “Privileged Information” has the meaning set forth in Section 9.5(d).

      “Qualified Partners” means those partners or principals of KPMG who are both Eligible Partners and Accredited Investors.

      “RAP” has the meaning set forth in Section 8.9(c).

      “Receivables” means all accounts receivable, notes receivable, lease receivables, prepayments (other than prepaid insurance), advances, WIP and other receivables arising out of or produced by the Consulting Business and owing by any Person.

      “Registration Rights Agreement” means the Registration Rights Agreement dated as of the date hereof between Consulting, Inc. and KPMG, substantially in the form of Exhibit J.

      “Required Adjustment” has the meaning set forth in Section 3.7(b).

      “Retained Business” means (i) those portions of the business of KPMG and its Subsidiaries immediately prior to the date of this Agreement which are not part of the Consulting Business and (ii)   the Excluded Assets.

      “Retained Intellectual Property” has the meaning set forth in Section 7.2(a).

      “Retained Liabilities” has the meaning set forth in Section 3.4.

      “Retained Subsidiaries” means any Subsidiary of KPMG at any time after the date of this Agreement, but excluding Consulting and the Transferred Subsidiaries.

      “Section 6.10 Receivables” has the meaning set forth in Section 6.10.

      “Senior Executives” has the meaning set forth in Section 13.2.

      “Separation” has the meaning set forth in the Recitals.

      “Separation Note” means the note to be issued pursuant to Section 3.8, substantially in the form of Exhibit K.

      “Shared Contract” has the meaning set forth in Section 6.9(a).

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      “Shared Services Contract” has the meaning set forth in Section 6.9(b).

      “Subcontracting Party” has the meaning set forth in Section 6.9(a).

      “Subsidiary” means, when used with reference to any Party, any corporation, partnership, limited liability company, or other entity, a majority of the outstanding voting power of which is owned directly or indirectly by such Party, provided, however, that for purposes of this definition, after the Separation, neither Consulting nor any of its Subsidiaries (including the Transferred Subsidiaries) shall be deemed Subsidiaries of KPMG.

      “Surety Bonds” has the meaning set forth in Section 6.4(b).

      “Tax” or “Taxes” means any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer, stamp, or environmental Tax, or any other Tax, custom, duty, governmental fee or other like assessment or charge of any kind.

      “Transaction Taxes” has the meaning set forth in Section 11.2.

      “Transferred Accounts” has the meaning set forth in Section 8.8.

      “Transferred Assets” has the meaning set forth in Section 3.1.

      “Transferred Subsidiaries” means any Subsidiary which relates to the Consulting Business and which is transferred to Consulting or a Subsidiary of Consulting, whether such transfer occurs on the Effective Date in connection with the Separation or thereafter in connection with the acquisition of any non-U.S. entity or assets engaged in a business substantially similar to the Consulting Business.

      “Transition Services Agreement” means the Transition Services Agreement among Consulting, Inc., LLC and KPMG, substantially in the form of Exhibit I.

      “Valuation Date Report” has the meaning set forth in Section 3.7(b).

      “WIP” means work in progress of the type set forth on the Balance Sheet of Consulting.

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

	(i)   the singular number includes the plural number and vice versa;
	(ii)   reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement;
	(iii)   reference to any gender includes the other gender;

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	(iv)   reference to any Section or Exhibit or Schedule means such Section of this Agreement or such Exhibit or Schedule to this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;
	(v)   “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof;
	(vi)   “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;
	(vii)   relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;
	(viii)   accounting terms used herein shall have the meanings historically attributed to them by KPMG and its Subsidiaries prior to the Separation;
	(ix)   in the event of any conflict between the provisions of the body of this Agreement and the Exhibits or Schedules hereto, the provisions of the body of this Agreement shall control; and
	(x)   the headings contained in this Agreement have been inserted for convenience of reference only and are not to be used in construing this Agreement.

      Section 1.3 Schedules and Exhibits. The Schedules and Exhibits to this Agreement may be amended prior to the Effective Date upon the mutual consent of the Parties.

      Section 1.4 Construction. Any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against either Party shall not apply to any construction or interpretation hereof.

      Section 1.5 Effectiveness of this Agreement. This Agreement shall become effective upon the earlier to occur of (i) the consummation of an IPO, or (ii) the consummation of a Change in Control. Prior to the effectiveness of this Agreement, the Original Agreement shall be in full force and effect.

ARTICLE II

THE SEPARATION

      Section 2.1 The Separation. Subject to the terms and conditions of this Agreement, KPMG and Consulting and their respective Subsidiaries shall use their good faith efforts to consummate, on or prior to the Effective Date, the Separation and Exchange transactions heretofore documented and agreed to by the Parties. It is the intent of the Parties

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that after the consummation of the Separation and the Exchange, subject to receipt of all approvals required of any governmental or regulatory authority, domestic or foreign, or any third party, (i) the Consulting Business will be owned and conducted, directly or indirectly, entirely by Consulting, (ii)   the equity interests currently owned by KPMG in the Transferred Subsidiaries will be owned, directly or indirectly, entirely by Consulting, (iii) Consulting, directly or indirectly, will own all of the Transferred Assets, (iv) Consulting, directly or indirectly, will, to the extent not previously liable therefor, have assumed and be liable for all of the Assumed Liabilities, (v) the Retained Business will continue to be owned and conducted, directly or indirectly, entirely by KPMG and its Subsidiaries, (vi) KPMG or its Subsidiaries will, directly or indirectly, continue to own all the Excluded Assets and (vii) KPMG or its Subsidiaries will, directly or indirectly, continue to remain liable for all of the Retained Liabilities.

      Section 2.2 Issuance and Delivery of the Membership Units. (a) Upon the consummation of the Separation, LLC shall issue Membership Units to KPMG (“KPMG’s Membership Units”) and to those Qualified Partners who have duly executed and delivered to KPMG prior to the Effective Date the appropriate Member Distribution Agreement (the “Partners’ Membership Units”). The number and allocation of the Membership Units shall be determined by KPMG prior to the Effective Time. Each such Qualified Partner shall receive the number of Membership Units set forth opposite his or her name on Schedule 2.2, which schedule shall be delivered by KPMG prior to the Effective Time; provided, however, that each Qualified Partner who fails to execute and deliver the appropriate Member Distribution Agreement prior to the Effective Date shall not receive any Membership Units (or any shares of Consulting Common Stock), and in lieu thereof, such Membership Units shall be issued to KPMG and shall be included in the definition of KPMG’s Membership Units. KPMG’s Membership Units and the Partners’ Membership Units shall represent all of the Membership Units then issued and outstanding. Non-Qualified Partners shall receive, in lieu of any Membership Units or shares of Consulting Common Stock, a memorandum entry in their respective partner capital accounts in the amounts and subject to the terms and conditions set forth in the Partnership Agreement.

	(b)   The Membership Units will be subject to the provisions of the Operating Agreement and the Member Distribution Agreements which will, among other things, (i) restrict the transfer and, except in the case of partners and principals in the Consulting Business, the voting of the Membership Units and (ii)   obligate holders of the Membership Units to exchange such Membership Units for Consulting Common Stock.
	(c)   Following the receipt of the Partners’ Membership Units, the holders thereof shall exchange each such Membership Unit for one share of Consulting Common Stock, and immediately following the receipt of the KPMG Membership Units, KPMG will exchange all but .5% of the total outstanding Membership Units for an equivalent number of shares of Consulting Common Stock and the Note. After the completion of the Exchange, Consulting, Inc. will hold approximately 99.5% and KPMG will directly hold approximately 0.5% of the outstanding Membership Units of LLC.
	(d)     In connection with the Exchange and in partial consideration for the KPMG Membership Units, Consulting, Inc. shall issue a demand note to KPMG in the principal amount of $630 million (the “Note”). The Note shall carry interest at a per annum rate of 6%

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and shall be substantially in the form attached hereto as Exhibit L. After the completion of the Private Placement, a portion of the proceeds therefrom will be used to repay the Note in full.
	(e)   The Consulting Common Stock will be subject to certain transfer restrictions and certain of the partners and principals of KPMG, including partners and principals who withdraw from KPMG and become employees of Consulting, will enter into an applicable Member Distribution Agreement.

	(f)   Each certificate representing shares of Consulting Common Stock shall bear a legend in substantially the following form:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH SECURITIES ACT OR SUCH STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION OR SUCH STATE SECURITIES LAWS IS AVAILABLE. THESE SHARES OF COMMON STOCK ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER, AND OTHER TERMS AND CONDITIONS, SET FORTH IN THE MEMBER DISTRIBUTION AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER AT ITS PRINCIPAL EXECUTIVE OFFICES.”

      Section 2.3 KPMG Board Action. The Board of Directors of KPMG shall, in its sole discretion, determine the terms of, and all appropriate procedures in connection with, the Separation and the Exchange. The consummation of the transactions provided for in this Article II shall only be effected after the Board of Directors of KPMG has directed the Separation and the Exchange to occur promptly and after all of the conditions set forth in Article X hereof shall have been satisfied or waived by KPMG.

      Section 2.4 Additional Approvals. KPMG shall cooperate with LLC and Consulting, Inc. in effecting the transactions referenced in or contemplated by this Agreement, and if so requested by LLC or Consulting, Inc., KPMG shall, as the sole stockholder of Consulting, Inc. and sole member of LLC immediately prior to the Separation, ratify any actions which are reasonably necessary or desirable to be taken by LLC or Consulting, Inc. to effectuate such transactions, all in a manner consistent with the terms of this Agreement.

ARTICLE III

TRANSFERS TO CONSULTING

      Section 3.1 Transferred Assets. Subject to the terms and conditions of this Agreement, KPMG hereby agrees to convey, assign, transfer, contribute and set over, or cause to be conveyed, assigned, transferred, contributed and set over, to LLC on or prior to the Effective Date, and LLC hereby agrees to accept and receive on or prior to the Effective Date, all of the right, title and interest of KPMG and its Subsidiaries in and to the tangible and intangible assets, properties, rights and interests of the Consulting Business (all of such assets being herein

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referred to as the “Transferred Assets”) specified in this Section 3.1, excluding any Excluded Assets described in Section 3.2 below. Except as otherwise provided herein, the Transferred Assets will consist of all of the right, title and interest of KPMG and its Subsidiaries in, to and under the following:

	(a)     Listed Assets. All assets reflected or disclosed on the schedule (the “Listed Asset Schedule”) attached as Schedule 3.1(a) hereto, subject to acquisitions, dispositions and adjustments in the ordinary course of the Consulting Business, consistent with past practice, after the date hereof through the Effective Date;
	(b)   Receivables and WIP. The portion of the Receivables and WIP related to the Consulting Business determined pursuant to Section 3.6, 3.7 and 3.8 to be transferred to the LLC and all cash payments received after the Effective Date on account of such Receivables or WIP;
	(c)   Contracts. All of the following contracts, agreements, arrangements, leases, warranties, memoranda, understandings and offers open for acceptance of any nature, whether written or oral, (each subject to change due to the completion of work or entry into new arrangements in the ordinary course of the Consulting Business, consistent with past practice, after the date hereof through the Effective Date) (the “Contracts”):

	(i)   all Contracts related to acquisitions or divestitures of assets or stock or other equity interests related primarily to the Consulting Business, including Contracts related to the transactions set forth on Schedule 3.1(c)(i) hereto, except to the extent indicated on Schedule 3.1(c)(i);
	(ii)   all Contracts pursuant to which a client is primarily provided Consulting Services, including those listed on Schedule 3.1(c)(ii);
	(iii)   all public services Contracts including Contracts with governmental agencies and entities, non-profits and educational institutions primarily relating to the Consulting Business, including those set forth on Schedule 3.1(c)(iii) hereto;
	(iv)   all supplier Contracts and alliance contracts with vendors primarily relating to the Consulting Business, including those in the categories set forth on Schedule 3.1(c)(iv) hereto;
	(v)   all joint development and confidentiality Contracts primarily relating to the Consulting Business, including those set forth on Schedule 3.1(c)(v) hereto;
	(vi)   all telecommunications Contracts primarily relating to the Consulting Business, including those set forth on Schedule 3.1(c)(vi) hereto;
	(vii)   the Contracts relating to third party software primarily relating to the Consulting Business set forth on Schedule 3.1(c)(vii); and

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	(viii)   all other contracts primarily relating to the Consulting Business.

	(d)   Work Products. All completed work products, reports, files, electronic documents, data, material, analysis or recommendations in connection with the Contracts or related exclusively to the Consulting Business.
	(e)   Technical and Business Materials and Know-How. All business and technical information, trade secrets, nonpatented inventions, discoveries, processes, methodologies, formulations, know-how and technical data to the extent used primarily in connection with the Consulting Business, including those set forth on Schedule 3.1(e).
	(f)   Intellectual Property. All Intellectual Property Rights used primarily in the Consulting Business, including the Intellectual Property Rights set forth below:

	(i)   the patents and patent applications and invention records set forth on Schedule 3.1(f)(i) hereto, including any continuations, continuations-in-part, divisions, renewals, reissues and extensions thereof;

	(ii)   the unregistered copyrights and copyright registrations and applications therefor set forth on Schedule 3.1(f)(ii) hereto;

	(iii)   the trade names, trademarks, service marks, service names and slogans, any registrations thereof, and any applications for registration thereof set forth on Schedule 3.1(f)(iii) hereto, and the goodwill associated with each of the foregoing; and

	(iv)   all templates, methodologies and proprietary software set forth on Schedule 3.1(f)(iv) hereto.

      All of the rights described in this Section 3.1(f) are referred to collectively as the “Consulting Assigned Intellectual Property” and shall include: (A) the right to sue for infringement or misappropriation of the Consulting Assigned Intellectual Property which infringement or misappropriation occurred either before or after the Effective Date and to continue in the name of KPMG any pending actions involving claims of infringement or misappropriation of the Consulting Assigned Intellectual Property and to retain any recoveries from any of the foregoing; provided, however, that to the extent that such recoveries relate to infringement or misappropriation of both Intellectual Property Rights retained by KPMG and any Consulting Assigned Intellectual Property, such recoveries shall be apportioned between KPMG and Consulting, pro rata, based on the costs and expenses incurred by each Party in obtaining such recoveries, until each Party is reimbursed for all such costs and expenses, and, if the recoveries exceed such costs and expenses, such excess shall be apportioned between KPMG and Consulting, pro rata, based on the relative damages, profits or other amounts suffered by each Party; and (B) all permits, grants, contracts, agreements and licenses running to or from KPMG or its Subsidiaries relating to the Consulting Assigned Intellectual Property.

	(g)   Permits and Licenses. All permits, approvals, licenses, franchises, authorizations or other rights granted by any federal, state, local or foreign governmental

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authority held or applied for by KPMG and its Subsidiaries, to the extent transferable, and which are solely used in the Consulting Business or which relate solely to the Transferred Assets or any of the Transferred Subsidiaries, and all other consents, grants, and other rights that are used solely for the lawful ownership of the Transferred Assets or the operation of the Consulting Business and that are legally transferable to Consulting including those set forth on Schedule 3.1(g) hereto;

	(h) Claims and Indemnities. All rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether contractual or otherwise, in favor of KPMG or its Subsidiaries to the extent arising out of or relating to the Consulting Business, including those set forth on Schedule 6.5(a) hereto;
	(i)   Subsidiaries, Joint Ventures, Alliance Agreements and Minority Interests. All shares of capital stock, equity, bonds, debentures, debt or other interests owned by KPMG or its Subsidiaries in the Transferred Subsidiaries, joint ventures and minority investments and all alliance agreements primarily relating to the Consulting Business set forth on Schedule 3.1(i) hereto and all loans, advances or other extensions of credit in such entities;

	(j) Books And Records. All books and records (including all records pertaining to clients, accounts, suppliers, management reports and personnel) wherever located, whether in paper, microfiche, computer tape or disc, magnetic tape, electronic format or any other form that relate primarily to the operation of the Consulting Business, the Consulting Employees, the clients of the Consulting Business or the Assumed Liabilities (the “Consulting Books and Records”); provided, however, that Consulting Books and Records shall not include any portion of the books and records of KPMG or any Retained Subsidiary containing minutes of meetings of any board of directors of any of them or any Tax Returns of KPMG or any Retained Subsidiary or other information, documents or materials relating to Taxes of KPMG or any Retained Subsidiary; and, provided, further, that this Section 3.1(j) shall not create any obligation to physically separate such books and records when they reflect both the Consulting Business and the Retained Business;
	(k) Supplies; Written Materials. All office supplies, production supplies, spare parts, purchase orders, forms, labels, shipping material, art work, catalogues, sales brochures, operating manuals and advertising and promotional material and all other printed or written material that relate primarily to the operation of the Consulting Business;
	(l) Sales Information. All cost information, sales and pricing data, client prospect lists, data, correspondence and lists, product literature, artwork, design, development and manufacturing files, client drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents in each case primarily relating to the Consulting Business;
	(m) Loans. All loans to partners, principals and employees of KPMG who become employees of the Consulting Business, including those listed on Schedule 3.1(m); and
	(n) Goodwill. Goodwill relating to all of the foregoing assets.

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      Section 3.2 Excluded Assets. The Transferred Assets shall not include any asset not set forth in Section 3.1 and, in particular, shall not include the following (subject to the adjustment set forth in Sections 3.6, 3.7 and 3.8, and the further assurances set forth in Section 5.4,) (such assets not being transferred to Consulting being herein referred to as the “Excluded Assets”):

	(a)   Cash and cash equivalents, any cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities of KPMG except for (i) cash and cash equivalents of the Transferred Subsidiaries, (ii) deposits securing bonds, letters of credit, leases and all other obligations related to the Consulting Business, and (iii) petty cash and impressed funds related to the Consulting Business;
	(b) all Receivables and WIP determined pursuant to Sections 3.6, 3.7 and 3.8 to be retained by KPMG and all cash payments received after the Effective Date on account of such Receivables or WIP;
	(c) Any right, title or interest of KPMG and its Subsidiaries in any U.S. federal, state or local Tax refund, credit or benefit (including any income with respect thereto) relating to the United States operations of the Consulting Business prior to the Effective Date;
	(d)   Any amounts accrued on the books and records of KPMG and its Subsidiaries or the Consulting Business with respect to any Retained Liabilities;
	(e) Assets relating to the provision of pensions and benefits to present or former partners or employees of the Consulting Business, but excluding assets transferred from the KPMG Savings Plan to the Consulting Savings Plan as described in Article VIII;
	(f) Any allocations of assets not primarily related to the Consulting Business heretofore made by KPMG or its Subsidiaries to the Consulting Business for internal management responsibility reporting purposes;
	(g) Any Intellectual Property Rights in and to the name “KPMG” and the related emblem design, and any variants thereof, and the trademarks and trade names used by KPMG or its Subsidiaries in relation to the Retained Business, except as provided in Article VII; and
	(h) All of the tangible and intangible assets and properties primarily related to the Retained Business.

      Section 3.3 Assumed Liabilities. Except as expressly limited in this Article III, Consulting shall assume, effective as of the Effective Date, and pay, perform, comply with and discharge the Liabilities (whether arising before or after the Effective Date) of KPMG or its Subsidiaries or any of their predecessor companies, businesses or divisions, relating to, resulting from or arising out of the present, past or future operations or conduct of the Consulting Business (whether accrued, unrecorded, absolute, known or unknown, contingent or otherwise, and whether due or to become due), excluding any Retained Liabilities described in Section 3.4 below. The Liabilities to be assumed by Consulting as described in this Section 3.3 are referred to in this Agreement collectively as the “Assumed Liabilities.” Without limiting the value of the

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foregoing, except as otherwise provided herein, the Assumed Liabilities will include the following:

	(a)   All of the Liabilities of KPMG listed on Schedule 3.3(a), as such Liabilities may be increased or reduced in the operation of the Consulting Business from the date hereof through the Effective Date in the ordinary course of business consistent with past practice;
	(b) Certain Liabilities related to the Consulting Business as determined pursuant to Sections 3.6, 3.7 and 3.8 to be transferred to the LLC;
	(c) The Loans of the Transferred Subsidiaries set forth on Schedule 3.3(c);
	(d)   All warranty, performance and similar obligations entered into or made by KPMG prior to the Effective Date with respect to the services of the Consulting Business;
	(e) All Liabilities of KPMG related to any and all Actions asserting a violation of any law, rule or regulation (including common law) related to or arising out of the operations or conduct of the Consulting Business or the ownership or use of the Transferred Assets, whether arising before, on or after the Effective Date and the Liabilities relating to any Consulting Assumed Actions;
	(f) All Liabilities arising under (i) CERCLA and any other federal, state or local laws regarding the management, control and cleanup of hazardous materials (including off-site waste disposal liabilities) or (ii)   the Occupational Safety and Health Act or similar state laws or regulations, in either case relating to or arising out of the operations or conduct of the Consulting Business or the ownership or use of the Transferred Assets, whether before, on or after the Effective Date, including those set forth on Schedule 3.3(f) hereto;
	(g) All Liabilities under each of the guarantees or surety bonds by KPMG and letters of credit for the account of KPMG or its Subsidiaries, relating to the Consulting Business, including those set forth on Schedules 6.4(a) and 6.4(b);
	(h) All Liabilities assumed by Consulting or any of the Transferred Subsidiaries pursuant to this Agreement or any of the Ancillary Agreements;
	(i)   All Liabilities relating to, resulting from or arising out of the transfer of the Transferred Assets pursuant to this Agreement or the Ancillary Agreements, other than the expenses of KPMG described in Article XI;
	(j) All Liabilities and obligations of KPMG or its Subsidiaries under or related to the Contracts, such assumption to occur as (i) assignee if such Contracts are assignable and are assigned or otherwise transferred to Consulting or a Consulting Subsidiary, or (ii)   subcontractor, sublessee or sublicensee as provided in Section 5.3 below if assignment of such Contracts and/or the proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other Contracting Party;

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	(k) All Liabilities relating to, resulting from or arising out of the ownership or use of the Transferred Assets to the extent they arise out of the use of such assets in, or for the benefit of, the Consulting Business; and

(l) All other Liabilities of KPMG or its Subsidiaries relating to the Consulting Business, whether existing on the date hereof or arising at any time or from time to time after the date hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, which shall not have been disclosed herein, or reflected on the books and records of Consulting or KPMG or the Balance Sheet.

      Section 3.4 Retained Liabilities. Except as expressly limited in this Article III, after the Effective Date, KPMG shall, to the extent KPMG is obligated as of the Effective Date, continue to be obligated to pay, perform, comply with and discharge all Liabilities (whether arising on, before or after the Effective Date) of KPMG or its Subsidiaries or any of their predecessor companies, businesses or divisions, relating to, resulting from or arising out of the present, past or future operations or conduct of the Retained Business (whether accrued, unrecorded, absolute, known or unknown, contingent or otherwise, and whether due or to become due). The Liabilities to be retained by KPMG as described in this Section 3.4 are referred to in this Agreement collectively as the “Retained Liabilities.” Without limiting the generality of the foregoing, except as otherwise provided herein, the Retained Liabilities will include the following:

	(a)   All warranty, performance and similar obligations entered into or made by KPMG prior to the Effective Date with respect to the services of the Retained Business;
	(b) All Liabilities of KPMG related to any and all Actions asserting a violation of any law, rule or regulation (including common law) related to or arising out of the operations or conduct of the Retained Business or the ownership or use of the assets in the Retained Business, whether arising before, on or after the Effective Date and the Liabilities relating to any KPMG Assumed Actions;
	(c) All Liabilities of KPMG arising under (i) CERCLA and any other federal, state or local laws regarding the management, control and cleanup of hazardous materials (including off-site waste disposal liabilities) or (ii)   the Occupational Safety and Health Act or similar state laws or regulations, in either case relating to or arising out of the operations or conduct of the Retained Business or the ownership or use of the Excluded Assets, whether before, on or after the Effective Date;
	(d)   All Liabilities assumed or retained by KPMG or any of its Subsidiaries pursuant to this Agreement or any of the Ancillary Agreements;
	(e) All Liabilities relating to, resulting from or arising out of the ownership or use of the Excluded Assets to the extent they arise out of the use of such assets in, or for the benefit of, the Retained Business; and
	(f) The Liabilities related to the Consulting Business determined pursuant to Sections 3.6 and 3.7 to be retained by KPMG.

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      Section 3.5 Certain Leased Assets. KPMG agrees to lease to Consulting the tangible personal property set forth on Schedule 3.5 (as adjusted for acquisitions and dispositions after the date hereof through the Effective Date in the ordinary course of the Consulting Business consistent with past practice) on the terms and subject to the conditions set forth in the Leased Asset Agreement.

      Section 3.6 Determination of the Asset/Liability Schedule. At least two business days prior to the Effective Date, KPMG shall deliver to Consulting a certificate executed on behalf of KPMG by the chief financial officer of KPMG dated the date of its delivery, setting forth those Receivables, WIP, other assets and certain Liabilities to be transferred to Consulting as of the Effective Date (the “Asset/Liability Schedule”). The determination of which Receivables, WIP, other assets and Liabilities to include on the Asset/Liability Schedule, and therefore to be transferred to Consulting as of the Effective Date, shall be made in the sole and absolute discretion of KPMG.

      Section 3.7 Adjustment. (a) As promptly as practicable following the Effective Date (but not later than 60 days after the Effective Date), KPMG shall deliver to Consulting a certificate (the “Preliminary Valuation Date Report”), executed on behalf of KPMG by the chief financial officer of KPMG, setting forth the value of the Receivables, WIP, other assets and Liabilities set forth on the Asset/Liability Schedule as of the Effective Date and the difference, if any, between the value of the Transferred Assets and the value of the Assumed Liabilities (each calculated on the same basis as such Receivables, WIP, other assets and Liabilities were carried on the books of KPMG) (such difference, if any, is referred to herein as the “Preliminary Required Adjustment”).

	(b)   Promptly following receipt of the Preliminary Valuation Date Report, Consulting shall review the same and, within 30 days after the date of such receipt, may deliver to KPMG a certificate (signed by its chief financial officer) setting forth any objections to the Preliminary Required Adjustment or the Preliminary Valuation Date Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In the event Consulting does not so object within such 30-day period, the Preliminary Required Adjustment and the Preliminary Valuation Date Report shall be final and binding as the “Required Adjustment” and the “Valuation Date Report”, respectively, for purposes of this Agreement, but shall not limit the covenants and agreements of the Parties set forth elsewhere in this Agreement.
	(c) In the event Consulting so objects within such 30-day period, Consulting and KPMG shall use their reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) any differences as to the Preliminary Required Adjustment as set forth on the Preliminary Valuation Date Report and, in the event KPMG and Consulting so resolve all such differences, the Preliminary Required Adjustment and the Preliminary Valuation Date Report as adjusted by the Agreed Adjustments shall be final and binding as the Required Adjustment and the Valuation Date Report, respectively, for purposes of this Agreement but shall not limit the covenants and agreements of the Parties set forth elsewhere in this Agreement.
	(d) In the event any objections raised by Consulting are not resolved by Agreed Adjustments within the 30-day period next following the 30-day period referred to in

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Section 3.7(c), then Consulting and KPMG shall resolve any remaining objections in accordance with Article XIII. The Preliminary Required Adjustment as set forth on the Preliminary Valuation Date Report after giving effect to any Agreed Adjustments and to the resolution of objections pursuant to Article XIII, shall be final and binding as the Required Adjustment and the Valuation Date Report, respectively for purposes of this Agreement but shall not limit the covenants and agreements of the Parties set forth elsewhere in this Agreement.

      Section 3.8 Separation Note. Promptly (but not later than five days) after the determination of the Required Adjustment and the Valuation Date Report pursuant to Section 3.7 that is final and binding as set forth herein:

	(a)   if the Required Adjustment is a positive number (i.e. the value of the Transferred Assets exceeded the value of the Assumed Liabilities as of the Effective Date), Consulting shall issue the Separation Note to KPMG in a principal amount equal to the amount of the Required Adjustment, plus accrued interest on such amount from the Effective Date to the date of issuance thereof at the Agreed Rate in effect on the Effective Date; or
	(b) if the Required Adjustment is a negative number (i.e. the value of the Assumed Liabilities exceeded the value of the Transferred Assets as of the Effective Date), KPMG shall, at its sole option, transfer Receivables or cash to Consulting in an amount equal to the amount of the Required Adjustment plus interest on such amount from the Effective Date to the date of payment or transfer thereof at the Agreed Rate in effect on the Effective Date; or
	(c) if the Required Adjustment equals zero (i.e. the value of the Transferred Assets equals the value of the Assumed Liabilities as of the Effective Date), the Separation Note shall not be issued and no payment shall be made.

ARTICLE IV

ORGANIZATION OF CONSULTING

      Section 4.1 Organization of Consulting. Prior to the Effective Time, each of LLC, Consulting, Inc. and KPMG shall take, approve or ratify, or cause to be approved or ratified, any and all actions that are reasonably necessary or desirable to be taken by LLC, Consulting, Inc. or KPMG to effect the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including, without limitation, the following: (a) approving the Separation and the Exchange; (b) amending the Certificate of Incorporation of Consulting, Inc. so that the provisions thereof at the Effective Time shall be substantially the provisions set forth on Exhibit M; (c) amending the By-laws of Consulting, Inc. so that the provisions thereof at the Effective Time shall be substantially the provisions set forth on Exhibit N; (d) adopting, preparing and implementing appropriate plans, agreements and arrangements for employees of Consulting and non-employee directors of Consulting, Inc.; and (e) electing or otherwise appointing those individuals named on Schedule 4.1 to be directors or officers of Consulting, effective as of or prior to the Effective Date, except for those to be elected or appointed thereafter.

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ARTICLE V

OTHER CLOSING MATTERS

      Section 5.1 Instruments of Conveyance. In order to effect the transfer of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by Article III, (a) KPMG shall cause to be executed and delivered prior to or as of the Effective Date (i) with respect to those Transferred Assets which are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank and (ii)   with respect to all other assets and the Assumed Liabilities, such bills of sale, instruments of assumption, trademark and patent assignments, certificates of title and other documents of assignment, transfer, assumption and conveyance as the Parties shall reasonably deem necessary or appropriate to effect such transactions and (b) Consulting shall execute and deliver to KPMG and its Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Assumed Liabilities by Consulting (collectively, the “Conveyancing and Assumption Instruments”).

      Section 5.2 No Representations or Warranties. Subject to the Ancillary Agreements, neither KPMG nor any of its Subsidiaries is, in this Agreement or in any other agreement or document contemplated by this Agreement, representing or warranting: (a) as to the value or freedom from encumbrance of, or any other matter concerning, any Transferred Assets or any Transferred Subsidiaries; or (b) as to the legal sufficiency to convey title to any Transferred Assets or any Transferred Subsidiaries on the execution, delivery and filing of the Conveyancing and Assumption Instruments. SUBJECT TO THE ANCILLARY AGREEMENTS, ALL THE TRANSFERRED ASSETS AND TRANSFERRED SUBSIDIARIES ARE BEING TRANSFERRED “AS IS, WHERE IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and Consulting and the Transferred Subsidiaries, as applicable, shall bear the economic and legal risk as to the condition of the Transferred Assets and Transferred Subsidiaries and that any conveyances of the Transferred Assets and the Transferred Subsidiaries shall prove to be insufficient or that Consulting’s or the Transferred Subsidiaries’, as applicable, title to any of the Transferred Assets and the Transferred Subsidiaries shall be other than good and marketable and free of encumbrances. Neither KPMG nor any of its Subsidiaries is, in this Agreement or in any other agreement or document contemplated by this Agreement, representing or warranting that the obtaining of the consents or approvals, the execution and delivery of any amendatory agreements and the making of the filings and applications contemplated by this Agreement shall satisfy the provisions of all applicable agreements or the requirements of all applicable laws or judgments and, subject to Section 5.3, Consulting and the Transferred Subsidiaries shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of law or judgments are not complied with. Notwithstanding the foregoing, the Parties shall fully cooperate and use reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings

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and applications which may be required for the consummation of the transactions contemplated by this Agreement.

      Section 5.3 Non-Assignment. (a) In the event and to the extent that KPMG and its Subsidiaries are unable to obtain any consent, approval, amendment, filing or application required to transfer, convey or assign any Transferred Asset or other right that would otherwise be transferred to Consulting or one of the Transferred Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) KPMG and the Retained Subsidiaries shall continue to hold and, to the extent required by the terms applicable to such Transferred Asset, operate the Transferred Asset in the case of real or personal property, or to be bound thereby in the case of Contracts, leases, licenses or other rights relating to the Consulting Business, and (ii)   unless not permitted by the terms thereof or by law, Consulting or the Transferred Subsidiaries shall pay, perform and discharge fully, promptly when due, all the obligations of KPMG or the Retained Subsidiaries thereunder from and after the Effective Date, or such earlier date as such transfer would otherwise have taken place, and Consulting and its Subsidiaries shall indemnify, defend and hold harmless the KPMG Indemnified Parties for all Claims or Losses arising out of such performance by Consulting or any of its Subsidiaries. KPMG and the Retained Subsidiaries shall, without further consideration therefor, pay and remit to Consulting or the Transferred Subsidiaries promptly all monies, rights and other consideration received in respect of such performance.

	(b)   KPMG and the Retained Subsidiaries shall exercise or exploit their respective rights and options under all such Transferred Assets referred to in this Section 5.3 only as reasonably directed by Consulting and at Consulting’s expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or able to be novated, KPMG or the Retained Subsidiaries shall promptly assign and novate (to the extent permissible) all its rights and obligations thereunder to Consulting or its Subsidiaries without payment of further consideration, and Consulting (or its Subsidiaries) shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 5.3 is prohibited by law, the assignment provisions of this Section 5.3 shall operate to create a subcontract with Consulting or one of its Subsidiaries to perform each relevant unassignable KPMG Contract at a subcontract price equal to the monies, rights and other consideration received by KPMG or its Subsidiaries with respect to the performance by Consulting or its Subsidiaries under such subcontract.
	(c) Notwithstanding any provision of this Section 5.3 to the contrary, any asset which would, but for this Section 5.3, be a Transferred Asset, shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability.

      Section 5.4 Further Assurances. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the other agreements and documents contemplated hereby. Without limiting the foregoing, each Party shall cooperate with the other Party, and execute and deliver, or use reasonable efforts to cause to be executed

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and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any governmental or regulatory authority or any other Person under any permit, license, contract or other instrument, and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, in order to vest in Consulting or the Transferred Subsidiaries all of the title and ownership interest of KPMG and its Subsidiaries to all of the assets of the Consulting Business, to put Consulting or the Transferred Subsidiaries in actual possession and operating control thereof and to permit Consulting or the Transferred Subsidiaries to exercise all rights with respect thereto held by the transferor (including, without limitation, rights with respect to Transferred Assets as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and to effectuate the provisions and purposes of this Agreement, the Ancillary Agreements and the other agreements and documents contemplated hereby or thereby. In addition, each Party shall execute and deliver, or use its reasonable efforts to cause to be executed and delivered, all instruments, undertakings or other documents and take such other actions as such Party may reasonably be requested to be taken by any other Party from time to time, consistent with the terms of this Agreement, in order to have Consulting or one of the Transferred Subsidiaries fully assume and discharge the Assumed Liabilities and to release KPMG and its Subsidiaries from any Liability with respect thereto.

(b)   For one year following the Effective Date, if KPMG or Consulting, as the case may be, identifies any asset then owned or any Liability then assumed by either KPMG or any of the Retained Subsidiaries, on the one hand, or Consulting or any of the Transferred Subsidiaries, on the other hand, that both KPMG and Consulting each agree in their good faith judgment more properly belongs to, or should be assumed by, the other Party, or a Subsidiary of the other Party, then KPMG or Consulting, as the case may be, shall (i) convey, assign, transfer, contribute and set over any such asset or shall cause any such asset to be conveyed, assigned, transferred, contributed and set over in accordance with this Section 5.4 to the entity identified by KPMG or Consulting as the appropriate transferee or (ii)   convey, assign, transfer and set over any such Liability or shall cause any such Liability to be conveyed, assigned, transferred and set over, and any such Liability shall be assumed in accordance with this Section 5.4 by the entity identified by KPMG and Consulting as the appropriate obligor. The Parties hereto acknowledge and agree that the transfer of assets and Liabilities provided for in this Section 5.4(b) are to be made without any additional consideration other than the assumption of Liabilities of such transferred assets by the transferee.

(c) All conveyances, assignments, transfers and contributions of assets occurring after the Effective Date pursuant to this Section 5.4 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any asset transferred pursuant to this Section 5.4 to Consulting or any of the Transferred Subsidiaries shall be deemed a Transferred Asset for purposes of this Agreement and the Ancillary Agreements and, unless the Parties otherwise agree, shall be made without additional consideration other than the assumption of Liabilities by the transferee.

	(d) Whether or not all of the Transferred Assets or the Assumed Liabilities shall have been legally transferred to, or assumed by, Consulting or one of the Transferred Subsidiaries as of the Effective Date, the Parties agree that as between KPMG and Consulting

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and their respective Subsidiaries, as of the Effective Date, Consulting or one of the Transferred Subsidiaries shall have, and shall be deemed to have acquired, complete and sole beneficial ownership over all of the Transferred Assets, except as described in Section 5.3 with respect to Transferred Assets which are non-assignable, together with all of KPMG’s and its Subsidiaries’ rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Assumed Liabilities and all of KPMG’s and its Subsidiaries’ duties, obligations and responsibilities incident thereto. The Parties agree that the Schedules and Exhibits attached hereto may be updated and modified at the Effective Date to reflect changes in the Consulting Business including, without limitation, changes in personnel, Contracts, assets, Liabilities and Transferred Subsidiaries. Any such changes shall not be deemed an amendment or waiver of this Agreement and shall not require any consent or other written agreement.

      Section 5.5 Release of KPMG. (a) It is expressly understood and agreed by the Parties hereto that upon the assumption by Consulting of the Assumed Liabilities, KPMG, its Subsidiaries, and their respective partners, principals, officers and employees shall be released by Consulting from any and all liability, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities.

(b)   Each Party, at the request of the other Party, shall use its reasonable best efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constituted Assumed Liabilities, or to obtain in writing the unconditional release of all Parties to such arrangements other than Consulting or any of its Subsidiaries, so that, in any case, Consulting and its Subsidiaries will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom such consents, approvals, substitutions and amendments are requested.

      Section 5.6 Execution of Ancillary Agreements. On or prior to the Effective Date, KPMG and Consulting shall, and shall cause their respective Subsidiaries (as appropriate) to, enter into and deliver the Ancillary Agreements, each of which shall be effective as of the Effective Time, unless otherwise specified therein, and the Conveyancing and Assumption Instruments.

      Section 5.7 Resignations. On or prior to the Effective Date, KPMG shall cause all partners, principals or employees of KPMG who are directors or officers of any Transferred Subsidiaries to offer letters of resignation from such positions with such Transferred Subsidiary, and Consulting shall cause all persons who are or will be Consulting Employees who are directors or officers of KPMG or any Retained Subsidiaries to resign from such positions with KPMG or such Retained Subsidiary.

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ARTICLE VI

CERTAIN COVENANTS

      Section 6.1 Conduct of Consulting Business Pending the Effective Date. Each of the Parties agrees that, from the date hereof until the Effective Date, except as otherwise expressly contemplated by this Agreement, it will take, or cause to be taken, all reasonable efforts to carry on the Consulting Business diligently in the ordinary course and substantially in the same manner as heretofore conducted and to preserve intact the business organization and goodwill of the Consulting Business.

      Section 6.2 Insurance Policies and Claims Administration. (a) Ownership of Insurance Policies and Programs Which Include Coverage for Consulting Business. KPMG or one or more of its Subsidiaries shall continue to own all property, casualty and liability insurance programs, including, without limitation, primary and excess general liability, automobile, workers’ compensation, property and crime insurance policies in effect on or before the Effective Date (collectively, the “KPMG Policies” and individually, a “KPMG Policy”). KPMG shall use reasonable efforts to maintain the KPMG Policies in full force and effect up to and including the Effective Date, and, subject to the provisions of this Agreement, KPMG and its Subsidiaries shall retain all of their respective rights, benefits and privileges, if any, under the KPMG Policies. Nothing contained herein shall be construed to change the ownership of the KPMG Policies.

      (b) Procurement of Insurance for Consulting. To the extent not already provided for by the terms of a KPMG Policy, KPMG shall use its reasonable efforts to cause Consulting and its appropriate Subsidiaries to be named as additional insureds under KPMG Policies whose effective policy periods include the Effective Date, in respect of claims arising or relating to periods prior to the Effective Date; provided, however, that nothing contained herein shall be construed to require KPMG or any of its Subsidiaries to pay