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Exhibit 10.4

ASSUMPTION AGREEMENT

of the

AMENDED AND RESTATED

VOTING AGREEMENT

AMONG

ACCENTURE PLC

(as successor to ACCENTURE LTD)

and

THE COVERED PERSONS SIGNATORY THERETO

 

 

This Assumption Agreement dated as of September 1, 2009 by Accenture plc (as successor to Accenture Ltd), a public limited company organized under the laws of Ireland (“Accenture plc”) relates to the Amended and Restated Voting Agreement, dated as of February 3, 2005 (the “Voting Agreement”), between Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (“Accenture Ltd”), and the Covered Persons (as defined in the Voting Agreement).

WITNESSETH:

WHEREAS , contemporaneously with the execution of this Assumption Agreement, Accenture Ltd and Accenture plc have implemented a scheme of arrangement under Bermuda law constituting a transaction (the “Transaction”) pursuant to which, the Class A common shares and Class X common shares of Accenture Ltd will be cancelled and the holders of such Class A common shares and Class X common shares will receive on one-for-one bases, new Class A ordinary shares and new Class X ordinary shares, respectively (or, in the case of any fractional interests in Class A common shares, cash), of Accenture plc;

WHEREAS , pursuant to Sections 5.5(b) of the Voting Agreement, as a result of the Transaction all refere


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