**Exhibit 10.1**

**WATSON WYATT WORLDWIDE, INC.**

**2001DEFERRED STOCK UNIT PLAN FOR SELECTED EMPLOYEES**

# **Article 1 -             General**

## Section 1.1.            Purposes.

The purposes of the Watson WyattWorldwide, Inc. 2001 Deferred Stock Unit Plan for Selected Employees (the “Plan”)are (a) to provide an incentive to certain highly qualified individuals toserve as Selected Employees (as defined below) of Watson Wyatt Worldwide, Inc.(“WWW”) and its Affiliates (together, the “Company”) and (b) to further alignthe interests of Selected Employees with the stockholders of WWW.

## Section 1.2.            Definitions.

For the purpose of the Plan, thefollowing terms shall have the meanings indicated.

(a) “Account”means the unfunded and unsecured journal entry account established on the booksand records of WWW to record an Account Balance.

(b) “Account Balance” means, the Deferred Stock Units credited to aParticipant’s Account, as adjusted in accordance with Article 4 to reflect theaddition of dividend equivalents and any changes in capitalization and asadjusted in accordance with Section 2.7.

(c) “Affiliate” means any corporation, partnership, or other organizationof which WWW owns or controls, directly or indirectly, not less than 50% of thetotal combined voting power of all classes of stock or other equity interests.

(d) “Annual Meeting” means the Annual Meeting of Stockholders of WWW.

(e) “Board of Directors” or “Board” shall mean the Board of Directors ofWWW.

(f) “Business Day” shall mean any day on which the New York StockExchange is open for business.

(g) “Change in Control”shall mean the occurrence of any of the following:

(i)            the sale, lease, transfer,conveyance or other disposition, in one or a series of related transactions, ofall or substantially all of the assets of the Company;

(ii)           any “person” or “group” (as suchterms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act, asdefined below) is or becomes the “beneficial owner” (as defined in Rules 13d-3and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficialownership” of all shares that any such person has the right to acquire, whethersuch right is exercisable immediately or is subject to other conditions,directly or indirectly, of more than 50% of the total voting power of thevoting stock of WWW, including by way of merger, consolidation or otherwise;

----

(iii)          satisfaction or waiver of allconditions precedent (including receipt of any approval by the stockholders ofWWW) under any agreement or plan of merger, consolidation or reorganizationinvolving WWW, if as a result of such merger, consolidation or reorganizationthe stockholders of WWW immediately before such transaction will not own,directly or indirectly immediately following such merger, consolidation orreorganization, more than 50% of the combined voting power of the company(ies)resulting from such merger, consolidation or reorganization in substantiallythe same proportion as their ownership immediately before such merger,consolidation or reorganization; or

(iv)          during any period of two consecutiveyears, individuals who at the beginning of such period served on the Board ofDirectors (any such individual, an “Incumbent Director”) cease for any reasonto constitute a majority of the Board of Directors; provided that any new directorwhose election to the Board or whose nomination for election to the Board wasapproved by a majority of the Incumbent Directors then in office shall beconsidered an “Incumbent Director” unless the director was elected or nominatedfor election to the Board of Directors to avoid or settle a threatened oractual proxy contest.

(h) “Code” means the Internal Revenue Code of 1986 of the United Statesof America, as amended from time to time.

(i) “Committee” shall have the meaning provided in Section 7.1.

(j) “Common Stock” means the Class A common stock, par value $.01 pershare, of WWW.

(k) “Company” means WWW and all of its Affiliates.

(l) “Current Market Value” per share of Common Stock for any date means(i) if the Common Stock is listed on a national securities exchange orquotation system, the closing sales price on such exchange or quotation systemon such date or, in the absence of reported sales on such date, the closingsales price on the immediately preceding date on which sales were reported, (ii)if the Common Stock is not listed on a national securities exchange orquotation system, the mean between the high bid and low offered prices asquoted by the National Association of Securities Dealers, Inc. AutomatedQuotation System (“NASDAQ”) for such date, or (iii) if the Common Stock isneither listed on a national securities exchange or quotation system nor quotedby NASDAQ, the fair value as determined by such other method as the Committeedetermines in good faith to be reasonable.

(m) “Deferred Stock Unit” or “Unit” means a unit representing WWW’sobligation to deliver or issue to a Participant one share of Common Stock foreach such unit in accordance with the terms of the Plan.

(n) “Disability” means any physical or mental condition of a SelectedEmployee that in the opinion of the Committee renders the Selected Employeeincapable of continuing to be an employee of the Company.

(o) “Exchange Act” means the Securities Exchange Act of 1934 of theUnited States of America, as amended.

2

----

(p) “Grant” means the crediting of units to a Participant’s Accountpursuant to Section 2.1.

(q) “Grant Date” shall mean the date that Deferred Stock Units arecredited to a Participant’s Account pursuant to Section 2.1.

(r) “Participant” means each Selected Employee to whom a Grant ofDeferred Stock Units has been made under the Plan.

(s) “Payment”means the distribution of Common Stock to a Participant in accordance with Sections 2.4 and 2.6(b), and it shall alsoinclude any Payment made pursuant to Article 6 or Section 7.4.

(t) “Plan” means this Watson Wyatt Worldwide, Inc. 2001 Deferred StockUnit Plan for Selected Employees.

(u) “Selected Employee” shall mean those highly compensated and/or highlyqualified employees of the Company as are eligible to be selected by theCommittee for awards under this Plan, as determined by the Committee from timeto time.

(v) “Unit Portion of the Bonus” means the portion of any Participant’sbonus that is to be allocated and paid by crediting Deferred Stock Units to theParticipant’s Account, as determined or approved by the Committee, and done inaccordance with Section 2.1.

(w) “Units” has the meaning specified in the definition of “DeferredStock Units”.

(x) “Vested” means, with respect to a Deferred Stock Unit credited to aParticipant’s Account, that such Unit is no longer subject to forfeiture inaccordance with any notice given by the Company to the Participant at the timeof the Grant, or any agreement between the Company and the Participant, inaccordance with Section 2.2.

(z) “WWW” has the meaning specified in Section 1.1.

## Section 1.3. Shares Subject to the Plan.

### (a) Reservation of Shares.  The totalnumber of shares of Common Stock that shall be reserved for issuance in paymentof Deferred Stock Units under the Plan shall be 2,700,000* subject toadjustment for changes in capitalization of WWW as provided in subparagraph (b)below.  Shares of Common Stock issuedunder the Plan may be authorized but unissued shares of Common Stock, issuedshares held in or acquired for WWW’s treasury or shares reacquired by WWW uponpurchase in the open market.

### (b) Changes in Common Stock.  If anychange is made in the terms or provisions of the Common Stock then subject tothe Plan (whether by reason of reorganization, merger, consolidation, recapitalization,stock dividend, stock split, combination of shares, exchange of shares, changein corporate structure, or otherwise), then the Committee may make appropriateadjustments to the maximum number of shares of Common Stock subject to and reservedunder the Plan and to the Units allocated to Accounts as it in its solediscretion determines to be appropriate.

*Reflects 1,200,000additional shares of Common Stock reserved and authorized by the Company’sBoard of Directors in September 2006.

3

----

# **Article 2 -             DeferredStock Units; Optional Deferral of Payment**

## Section2.1.  Grants of Deferred Stock Units.

## TheCommittee shall select and/or approve the Selected Employees who shall beParticipants in the Plan and shall authorize each Grant under the Plan by determiningor approving the portion or amount of any bonus otherwise payable to any suchParticipant which shall equal the Unit Portion of the Bonus made to theParticipant.  Each Participant shall havean Account established in his or her name. In connection with any Grant, there shall be credited to the Participant’sAccount as of the Grant Date, the number of Deferred Stock Units obtained bydividing the amount of the Unit Portion of the Bonus made to the Participant bythe Current Market Value per share of Common Stock as of the Grant Date, androunding the result upwards to the nearest whole Deferred Stock Unit.  Upon a Grant being made in the name of aParticipant, the Participant’s rights with respect to the Unit Portion of theBonus for the Participant shall consist solely of any benefits providedpursuant to the Plan.

## Section2.2.  Vesting of Deferred Stock Units.

## TheCompany may provide, in a notice given by the Company to the Participant at thetime of the Grant, or in an agreement between the Company and the Participant,a vesting schedule for the Deferred Stock Units being credited to theParticipant’s Account, such that some or all of the Deferred Stock Unitscredited to the Participant’s Account shall be forfeited if the Participantdoes not continue in employment with the Company until the vesting of suchUnits as specified in such notice or agreement.

## Section2.3.  Termination of Employment.

## Notwithstandingany provision herein to the contrary, in the event that a Participant’semployment is terminated before any (or all) of his or her Deferred Stock Unitshave become Vested, as provided in the notice or agreement described in Section2.2, then all such Deferred Stock Units in the Participant’s Account which arenot then Vested (including any Units attributable to such Units pursuant toSection 4.1, as determined by the Company) shall be forfeited, and no amount orCommon Stock shall be payable with respect to such Units under any provision ofthis Plan, including any provision of this Article 2.

## Section2.4.  Payment of Shares on Account ofDeferred Stock Units.

## Unlessdeferred at the option of the Participant in accordance with Section 2.5(a), orif otherwise modified pursuant to the provisions of this Plan, the AccountBalance with respect to a particular Grant will become payable on the date thatthe Units become Vested in accordance with Section 2.2, and one share of CommonStock will be delivered in full satisfaction of each Deferred Stock Unit to bepaid, after rounding any fractional Deferred Stock Unit upwards to the nearestwhole share.

## Section2.5.  Optional Deferral of Payment ofShares.

### (a) Optional Deferral of Payment.  Asto each Grant, the Committee may allow a Participant the option to defer thepayment of all or a portion of any Deferred Stock Units for later payment inaccordance with Section 2.6 by submitting to the Committee or its designee suchforms as the Committee shall prescribe by such date as the Committee mayestablish.

### (b) Irrevocability of Deferral Election. Except as provided in Section 2.5(c), an election to defer the paymentof all or a portion of a Participant’s Account Balance made pursuant to Section2.5(a) shall be irrevocable once submitted to the Committee or his or herdesignee.

4

----

### (c) Rescission of Deferral Election Caused by an Adverse TaxDetermination.  A deferral election maybe rescinded at any time if:

### (i)  a final determination is made by a court orother governmental body of competent jurisdiction that the election wasineffective to defer income for purposes of U.S. Federal, state, local orforeign income taxation and the time for appeal from this determination hasexpired, and

### (ii)  the Committee, in its sole discretion,decides, upon the Participant’s request and upon evidence of the occurrence ofthe events described in clause (i) hereof that it finds persuasive, to rescindthe election.

### Upon such rescission, the relevant AccountBalance will be paid to the Participant as soon as practicable as providedherein.

## Section 2.6 Payment of Shares Optionally Deferred.

### (a) Deferral Election.  If aParticipant elects, then his or her Account Balance will be paid by theCompany, at the time elected by the Participant in accordance with this Section2.6.  The Account Balance shall be paid in a lumpsum at the time specified in this Section 2.6 or, if authorized by theCommittee and elected by the Participant on the deferral election form, inannual payments over a period of years. If the Account Balance is to be paid in annual payments, then eachpayment will be calculated as a number of Deferred Stock Units equal to (i) thenumber determined by dividing the number of Units allocated to the Participant’sAccount as of the date of the first payment by the total number of annualpayments, plus (ii) the number of any additional Units allocated pursuant toSection 4.1 after the date of the first payment to the Units then payable.  Theelection shall specify the timing of the lump sum payment or (in thecase of annual payments) of the firstpayment, as one of the following:  (i)the first day of the month following the month that the Participant’semployment with the Company is terminated or that the Participant dies;  (ii) the first day of the month which is anynumber of whole years selected by the Participant after the date on which theParticipant’s Deferred Stock Units become Vested (i.e., without taking intoaccount the possibility of a Participant’s termination of employment, death orDisability); or (iii) in any month in the calendar year following the date onwhich the Participant’s employment with the Company is terminated.

### (b)  Formof Payment.  One share of Common Stockwill be delivered in full satisfaction of each Deferred Stock Unit to be paid,after rounding any fractional Deferred Stock Unit upwards to the nearest wholeshare.

### (c)  DeathPrior to Payment.  If the Participantdies prior to payment of any or all amounts optionally deferred pursuant tothis Section 2.6, then the Account Balance will be paid to the Participant’sbeneficiary in accordance with the Participant’s election.

## Section2.7.  Debiting of Deferred Stock Account.

# If and when shares of CommonStock are distributed to a Participant, the Participant’s Account shall bedebited with the number of Units equivalent to the number of shares of CommonStock that have been distributed.

5

----

# **Article 3 -             Beneficiary;Tax**

## 3.1.  Beneficiary.

### (a) Designation of Beneficiary.  TheParticipant may designate, in writing delivered to the Committee or itsdesignee before the Participant’s death, a beneficiary to receive paymentsunder the Plan in the event of the Participant’s death.  The Participant may also designate acontingent beneficiary to receive payments under the Plan if the primarybeneficiary does not survive the Participant. The Participant may designate more than one person as the Participant’sbeneficiary or contingent beneficiary, in which case (i) no contingentbeneficiary would receive any payment unless all of the primary beneficiariespredeceased the Participant, and (ii) the surviving beneficiaries in any classshall share in any payments in proportion to the percentages of interestassigned to them by the Participant relative to the percentage of interestsheld by all survivors in that class.

### (b)  Changein Beneficiary.  The Participant maychange his or her beneficiary or contingent beneficiary (without the consent ofany prior beneficiary) in a writing delivered to the Committee or its designeebefore the Participant’s death.  Unlessthe Participant states otherwise in such writing, any change in beneficiary orcontingent beneficiary will automatically revoke such prior designations of theParticipant’s beneficiary or of the Participant’s contingent beneficiary, asthe case may be, under this Plan only; any designations under other deferralagreements or plans of the Company will remain unaffected.

### (c) Default Beneficiary.  In the eventa Participant does not designate a beneficiary, or no designated beneficiarysurvives the Participant, the Participant’s beneficiary shall be the Participant’ssurviving spouse, if the Participant is married at the time of his or her deathand not subject to a court-approved agreement or court decree of separation, orotherwise the person or persons designated to receive benefits on account ofthe Participant’s death under the Company’s pre-retirement death benefit forSelected Employees, if any, unless the rights to such benefit have beenassigned, in which case any amounts payable to the Participant’s beneficiaryunder the Plan will be paid to the Participant’s estate.

### (d)  If theBeneficiary Dies During Payment.  If abeneficiary who is receiving or is entitled to receive payments hereunder diesafter the Participant’s death but before all the payments have been made, theportion of the Account Balance which that beneficiary otherwise would havereceived will be paid as soon as practicable in a single payment to suchbeneficiary’s estate and not to any contingent beneficiary the Participant mayhave designated.

## Section3.2.  Domestic Relations Orders.

Notwithstanding the Participant’selections hereunder, at the time any Units become payable under Sections 2.4and 2.6, the Company will pay to, or to the Participant for the benefit of, theParticipant’s spouse or former spouse the portion of the Participant’s AccountBalance specified in a valid court order entered in a domestic relationsproceeding involving the Participant’s divorce or legal separation.  Any such payment will be made net of anyamounts the Company may be required to withhold under applicable U.S. federal,foreign, state or local law.

## Section3.3.  Payment of Cash Where Distributionof Common Stock is Prohibited or Impractical Under Applicable Law.

Notwithstandingany other provision of this Plan, in any jurisdiction or country where theCommittee determines that the distribution of Common Stock in such jurisdictionor country is prohibited or impractical (including as a result of costs oradministrative procedures) under the law of such jurisdiction or country, theCompany may pay cash (rather than Common Stock) to a Participant in an amountequal to the Current Market Value, as of the date the shares otherwise wouldhave been payable, of the Common Stock that the Participant otherwise wouldhave received.

6

----

## Section3.4.  Withholding of Taxes

Whenever under the Plan payments are to be made,whether in shares of stock or in cash, the Company, in its sole discretion,shall be entitled to withhold therefrom the amount it determines necessary tosatisfy any United States federal, state, local, foreign or other withholdingtax requirements relating to such amount, or to require as a condition ofdelivery that the Participant remit or, in appropriate cases, agree to remitwhen due the amount necessary to satisfy all federal, state, local, foreign, orother withholding tax requirements relating thereto.  At the option of the Company, such amount maybe remitted by check payable to the Company, in shares of Common Stock (whichmay include shares received pursuant to this Plan), by the Company’swithholding of shares of Common Stock, or any combination thereof.

# **Article 4 -             Adjustmentof Accounts**

## Section 4.1. Dividend Equivalents.

### Whenever a cash dividend is paid on a share ofCommon Stock, a Participant’s Account will be adjusted by adding to the AccountBalance the number of Deferred Stock Units determined by multiplying the pershare amount of the cash dividend by the number of Units credited to theAccount Balance on the record date for the cash dividend, dividing the resultby the Current Market Value of a share of Common Stock on the date the cashdividend is paid, and rounding the result to the nearest 1/100th of a DeferredStock Unit as the case may be (with .005 being rounded upwards); provided that,if a Participant’s Account Balance is reduced to zero in accordance with thePlan between the record date and the payment date for such cash dividend, then,in lieu of such adjustment to the Participant’s Account, the dividendequivalent amount with respect to such record date will be determined bymultiplying the per share amount of the cash dividend by the portion of theParticipant’s Account Balance that is payable on the record date for the cashdividend and rounding the result to the nearest whole cent, which amount shallbe paid to the Participant in cash.  Anyadjustment with respect to a Participant’s Account pursuant to this Section 4.1which is made with respect to any Deferred Stock Units which are not thenVested shall become Vested at the same time as such Deferred Stock Units.

## Section 4.2.  Changesin Capitalization.

### Notwithstanding any other provision of the Planto the contrary, if any change shall occur in or affect shares of Common Stockon account of a merger, consolidation, reorganization, stock dividend, stocksplit or combination, reclassification, recapitalization, or distribution toholders of shares of Common Stock (other than cash dividends), including,without limitation, a merger or other reorganization event in which the sharesof Common Stock cease to exist, then the Committee may make an appropriateadjustment to the Deferred Stock Units, as it determines necessary to maintainthe proportionate interest of the Participants and to preserve, withoutincreasing, the value of their Account Balance. In the event of a change in the presently authorized shares of CommonStock that is limited to a change in the designation thereof or a change ofauthorized shares with par value into the same number of shares with adifferent par value or into the same number of shares without par value, theshares resulting from any such change shall be deemed to be shares of CommonStock within the meaning of the Plan.

7

----

# **Article 5 -             Status ofAccounts**

## Section 5.1.  NoTrust or Fund Created; General Creditor Status.

Nothing contained herein and noaction taken pursuant hereto will be construed to create a trust or separatefund of any kind or a fiduciary relationship between the Company and anyParticipant, the Participant’s beneficiary or estate, or any other person.  Title to and beneficial ownership of anyCommon Stock or funds represented by the Account Balance will at all timesremain with the Company; such Common Stock or funds will continue for allpurposes to be a part of the general assets of the Company and may be used forany corporate purpose. No person will, by virtue of the provisions of thisPlan, have any interest whatsoever in any specific assets of the Company.  TO THE EXTENT THAT ANY PERSON ACQUIRES ARIGHT TO RECEIVE PAYMENTS FROM THE COMPANY UNDER THIS PLAN, SUCH RIGHT WILL BENO GREATER THAN THE RIGHT OF ANY UNSECURED GENERAL CREDITOR OF THE COMPANY.

## Section 5.2. Non-Assignability.

The Participant’s right, or theright of any other person, to the Participant’s Account Balance or any otherbenefits hereunder cannot be assigned, alienated, sold, garnished, transferred,pledged, or encumbered except by a written designation of beneficiary underthis Plan, by written will, or by the laws of descent and distribution.

# **Article 6 -             Change inControl**

Inthe event of a Change in Control of the Company, the Committee may, in its solediscretion, provide that any or none of the following applicable actions betaken as a result, or in anticipation, of any such event to assure fair andequitable treatment of Participants:

(i)            accelerate the Vesting of DeferredStock Units, or provide for the Payment of Stock or cash pursuant to this Plan;

(ii)           make adjustments or modifications toany award of Units, Participant’s Account or election with respect to anAccount, any Payment or right to Payment, or any other right of a Participanthereunder, as the Committee deems appropriate to maintain and protect therights and interests of the Participants following such Change in Control.

Anysuch action approved by the Committee shall be conclusive and binding on the Companyand all Participants.

# **Article 7 -             Administrationof the Plan**

## Section 7.1.  Administration.

## The Plan shall beadministered by a Committee appointed by the Board of Directors of the Company(the “Committee”). The Committee shall consist of two or more directors who are“non-employee directors,” within the meaning of Rule 16b-3 under the ExchangeAct, and “outside directors” within the meaning of Section 162(m) of theCode.  Any vacancy on the Committee,whether due to action of the Board of Directors or due to any other cause, maybe filled, and shall be filled if required to maintain a Committee of at leasttwo such persons, by resolution adopted by the Board of Directors.

8

----

## Section 7.2.  Procedures.

## (a)           The Committee shall select one of its members as Chairmanand shall adopt such rules and regulations as it shall deem appropriateconcerning the holding of its meetings and the administration of the Plan.  A majority of the whole Committee shallconstitute a quorum, and the acts of a majority of the members of the Committeepresent at a meeting at which a quorum is present, or acts approved in writingby all of the members of the Committee, shall be the acts of the Committee.

## (b)           Subject to the provisions of the Plan and the specificduties delegated by the Board to the Committee, the Committee may delegate, toany executive or other delegate of the Company, the following authority:

(i)            toconstrue and interpret the terms of the Plan;

(ii)           toprescribe, amend and rescind rules and regulations relating to the Plan; and

(iii)          tomake all other determinations deemed necessary or advisable for administeringthe Plan.

## Section7.3.  Interpretation.

## The Committee shall havefull power and authority to interpret the provisions of the Plan and anyagreement or notice made or provided under this Plan, to administer the Plan inall jurisdictions in which this Plan is effective or where there areParticipants who are participating in this Plan, to determine how and as ofwhat date any currencies other than United States dollars will be convertedinto United States Dollars, and to determine any and all questions arisingunder the Plan.  The Committee’sdecisions shall be final and binding on all Participants in or other personsclaiming under the Plan.

## Section7.4.  Payments on Behalf of anIncompetent.

If the Committee finds that anyperson who is at the time entitled to any payment hereunder is a minor or isunable to care for his or her affairs because of disability or incompetency,payment of the Account Balance may be made to anyone found by the Committee tobe the authorized representative of such person, or to be otherwise entitled tosuch payment, in the manner and under the conditions that the Committeedetermines.  Such payment will be acomplete discharge of the liabilities of the Company hereunder with respect tothe amounts so paid.

## Section 7.5. Corporate Books and Records Controlling.

The books and records of theCompany will be controlling in the event a question arises hereunder concerningany Account Balance, deferral elections, beneficiary designations, or any othermatters.

## Section 7.6.  Indemnity.

No member of the Board of Directors or the Committeeshall be liable for any action or determination made in good faith with respectto the Plan or any option granted under it. The Company shall indemnify each member of the Board of Directors andthe Committee to the fullest extent permitted by law with respect to any claim,loss, damage or expense (including counsel fees) arising in connection withtheir responsibilities under this Plan.

9

----

# **Article 8 -             MiscellaneousProvisions**

## 8.1.  Litigation.

The Company shall have the rightto contest, at its expense, any ruling or decision, administrative or judicial,on an issue that is related to the Plan and that the Committee believes to beimportant to Participants, and to conduct any such contest or any litigationarising therefrom to a final decision.

## 8.2.  Headings Are Not Controlling.

The headings contained in thisPlan are for convenience only and will not control or affect the meaning orconstruction of any of the terms or provisions of this Plan.

## Section 8.3.  Right to Terminate Employment.

Nothing in this Plan or in any notice or agreementevidencing any Grant under the Plan shall confer upon any Participant the rightto continue as an employee or a director of the Company or affect the right ofthe Company to terminate the Participant’s employment at any time, subject,however, to the provisions of any agreement of employment between theParticipant and the Company.

## Section 8.4.  Transfer; Leave of Absence.

For purposes of this Plan, neither (i) a transfer ofan employee from WWW to an Affiliate, or vice versa, or from one Affiliate ofthe Company to another, nor (ii) a duly authorized leave of absence, shall bedeemed a termination of employment.

## Section 8.5.  Governmental Regulation.

The Company’s obligation to deliver shares of theCompany’s Common Stock under this Plan is subject to the approval of anygovernmental authority required in connection with the authorization andissuance of such stock.  In this regard,the Board of Directors may, in its discretion, require as a condition to theissuance of any shares pursuant to this Plan that a registration statementunder the Securities Act of 1933, as amended, with respect to such shares beeffective.

## Section8.6.  Governing Law.

To the extent not preempted byapplicable U.S. Federal law, this Plan will be construed in accordance with andgoverned by the laws of the State of Delaware, USA, as to all matters, including,but not limited to, matters of validity, construction and performance.

## Section8.7.  Amendment and Termination.

The Board of Directors, or, ifpermitted pursuant to Rule 16b-3 under the Exchange Act, the executivecommittee of the Board, if applicable, may amend or terminate this Plan at anytime, provided that (i) no amendment or termination may be made that wouldadversely affect the right of a Participant to his or her Account Balance as ofthe date of such amendment or termination, and (ii) unless approved by WWW’sstockholders, no such amendment may materially increase the number of sharesthat may be issued under the Plan.

# **Article 9 -             EffectiveDate**

The Plan shall be effective asof January 1, 2002, subject to approval by the stockholders of WWW.

10

----