Underwriting Agreement - Morgan Stanley & Co. Incorporated

Underwriting Agreement

Effective Date: 2002

Parties: Accenture

Sectors: Services

Law Firms: Shearman & Sterling, Simpson Thacher & Bartlett, Clifford Chance, Allen & Overy

Governing Law: New York

Accenture Ltd

Class A Common Shares

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Underwriting

Agreement

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November __, 2002

Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036

Ladies and Gentlemen:

The shareholders of Accenture Ltd, an exempted company limited by shares registered in Bermuda (the "Company"), named in Schedule I hereto (the "Selling Shareholders") propose, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. Incorporated ("Morgan Stanley") an aggregate of [_____] Class A Common Shares, par value $0.0000225 per share ("Common Shares"), of the Company. The aggregate of [_____] shares of Common Shares to be sold by the Selling Shareholders is herein called the "Shares".

1. (a) Each of the Company and Accenture SCA, a Luxembourg societe en commandite par actions ("SCA"), represents and warrants to, and agrees with, Morgan Stanley that:

(i) A registration statement on Form S-3 (File No. 333-100116)

(the "Initial Registration Statement") in respect of the Shares has

been filed with the Securities and Exchange Commission (the

"Commission"); the Initial Registration Statement and any

post-effective amendment thereto, each in the form heretofore delivered

to Morgan Stanley, have been declared effective by the Commission in

such form; other than a registration statement, if any, increasing the

size of the offering (a "Rule 462(b) Registration Statement"), filed

pursuant to Rule 462(b) under the Securities Act of 1933, as amended

(the "Securities Act"), which became effective upon filing, and other

than