Annex B: Transaction Activities and Relationships

Set forth below is a description of the aspects of the Transaction process and the Transactions and post-Transaction activities and relationships contemplated thereby:

• Investigatory Period. The "Investigatory Period" refers to a period, which ended July 17, 2002, during which PwC performed audit and review functions for Buyer so that Buyer was able to timely issue its quarterly earnings announcement on such date. No substantive negotiations regarding the Transactions or the Transaction agreements took place during this period. Instead, the activities of Buyer and PwC were limited to the exchange of information concerning the Consulting Business and other preliminary matters.
   
• Quiet Period. The "Quiet Period" refers to a period, from July 18, 2002 until July 30, 2002, when PwC was not engaged in audit and review functions for Buyer. During this period, Buyer and PwC engaged in substantive negotiations concerning the sale of the Consulting Business and ultimately executed the Definitive Agreement. No member of PwC's team directly responsible for Buyer's audit, nor any member of Buyer's finance team directly responsible for such audit, participated in the substantive negotiations that occurred during the Quiet Period.
   
• Pre-Closing Period. The "Pre-Closing Period" refers to the period following the Execution Date through the Closing Date. PwC and Buyer will use commercially reasonable efforts to cause the Pre-Closing Period, which begins July 30, 2002, to end no later than 90 days thereafter. During the Pre-Closing Period PwC will (with the participation of its U.S. national office) renew its audit and review functions for Buyer, and will continue to act as Buyer's independent auditor. Though Buyer and PwC's member firms will implement and execute local purchase agreements during such period, Buyer and PwC will not renegotiate the commercial terms on which the Transactions will be consummated (other than adjustments to such commercial terms required pursuant to local law or regulation). The discussions that will occur during this period will be limited to tax structuring and tailoring for local law requirements. Buyer and PwC will use commercially reasonable efforts and cooperate to consummate the Transactions, including seeking approvals of any third parties and regulatory agencies necessary to consummate the Transactions and seeking the necessary approval of the PwC member firms and their partners. In connection with obtaining PwC partner approval, the PricewaterhouseCoopers global coordinating entity will recommend the Transactions, and will exercise rights to impose certain restrictions on PwC firms that do not participate.
   
• Post-Closing Period. The "Post-Closing Period" refers to the period following the Closing Date. During the Post-Closing Period, PwC will continue to act as Buyer's independent auditor. Certain limited ongoing relationships between Buyer and PwC, as contemplated by the agreements effecting the Transactions, will be in place, and Buyer and PwC will or may take other actions as described in the letter to which this Annex B is attached. PwC and Buyer understand that in order to preserve the independence of PwC in future audits of Buyer, it will be necessary for Buyer to engage an independent auditor to conduct audits and reviews as prescribed in paragraph 14 under "Conditions to No-Action Confirmation" in the letter to which this Annex B is attached.

In the event that the Transactions fail to occur during the Pre-Closing Period, following such period Buyer would continue its existing audit relationship with PwC.

http://www.sec.gov/info/accountants/noaction/nycorp_2152232_7.htm