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U.S. Securities and Exchange Commission

Annex A: Possible Payments Under the Definitive Agreement

Definitive Agreement (Section 3.2)

The cash consideration to be paid to the PwC firms in the Transactions will be subject to a post-closing net book value adjustment, with a cash payment equal to the difference between the Consulting Business's (x) total assets less total liabilities (with certain adjustments) and (y) an agreed-upon dollar amount, provided that PwC also agrees that, to the extent collections on transferred receivables do not meet certain levels, PwC will reimburse Buyer for the amount of such shortfall on the terms set forth in the Definitive Agreement. The adjustment will occur on a firm-by-firm basis.

Definitive Agreement (Section 7.9(d))

Except as otherwise provided in the Definitive Agreement, Buyer will be responsible for pre-Closing amounts owed or related to Consulting Business partners and employees who become employees of Buyer as of the Closing.

Definitive Agreement (Section 8.4)

To the extent that guarantees granted by PwC in respect of the Consulting Business are not replaced by Buyer at Closing, Buyer will indemnify PwC for any losses arising from such guarantees.

Definitive Agreement (Section 8.9)

At Closing, Buyer will pay the severance costs related to certain categories of Consulting Business partners and staff.

Definitive Agreement (Section 9.1)

If a PwC firm does not obtain consents or approvals to assign a particular agreement required to be assigned, the firm will be obligated to use all commercially reasonable efforts to provide Buyer with the benefits that it would have otherwise enjoyed if the consent or approval had been obtained.

Definitive Agreement (Section 9.5)

Buyer and the PwC firms will make payments to each other for certain of their respective services provided to the other pursuant to arrangements in existence at the Closing on arm's-length terms.

Definitive Agreement (Section 9.8)

Customary make-whole payments for taxes arising in connection with the Consulting Business and transfer taxes.

Definitive Agreement (Section 9.9)

Customary arrangements for turnover to Buyer of collections on receivables in respect of acquired assets, and for turnover to PwC of collections on receivables in respect of excluded assets.

Definitive Agreement (Section 9.12)

Customary premium, deductible or other related payments to insurance companies in the event of certain claims under policies held in the applicable PwC firm's name.

Definitive Agreement (Section 9.12(i)(E))

Payments from one party to the other to the extent such party has used a disproportionate (as determined in accordance with an agreed calculation) amount of available insurance coverage for pre-closing professional service claims.

Definitive Agreement (Article 11)

Cross-indemnity provisions for acquired and excluded assets and liabilities and breaches of covenants and representations and warranties. The PwC firms will be jointly and severally liable under the indemnification obligations.

Definitive Agreement (Section 12.1(b))

In the event that PwC executes an agreement for, or consummates, a sale of the Consulting Business to a party other than Buyer, PwC will pay Buyer a termination fee equal to 3.75% of the purchase price, on the terms and conditions set forth in the Definitive Agreement. The obligation to make such a payment to Buyer will terminate one year after the date on which Buyer terminates (or first obtains the right to terminate) the Definitive Agreement due to the PricewaterhouseCoopers International Limited board's withdrawal or modification of its recommendation to consummate the Transactions, or due to PwC's noncompliance with certain obligations regarding alternative transactions.

Transition Services Agreements (Exhibit B)

Buyer and PwC will make payments to each other for the provision of transition services and facilities during the transition period. Agreements contain customary cross-indemnity provisions for certain breaches.

Assignment and Assumption, Sublease and Master License Agreements (Exhibits F-1, F-2, and F-3)

Buyer will make payments in respect of shared real estate. Agreements contain customary cross-indemnity provisions for certain breaches.



Modified: 08/02/2002