**Exhibit 3.1**

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOF WATSON WYATT WORLDWIDE, INC.**

A.           The name of the Corporation is Watson Wyatt Worldwide, Inc. TheCorporation was originally incorporated under the name of Watson Wyatt &Company Holdings by the filing of a Certificate of Incorporation with theSecretary of State of Delaware on January 7, 2000.

B.             This Amended and Restated Certificate ofIncorporation was duly adopted in accordance with the provisions of Sections242 and 245 of the General Corporation Law of the State of Delaware.

C.             The text of the Certificate of Incorporationof the Corporation is hereby amended and restated to read in full as follows:

1.             **Name.**   The name of thecorporation is Watson Wyatt Worldwide, Inc.

2.             **Registered Office; Registered Agent.**   Theaddress of the Corporation’s registered office in the State of Delaware is 160Greentree Drive, Suite 101, Dover, Delaware 19904, in the County of Kent. Thename of its registered agent at such address is National Registered Agents, Inc.

3.             **Purpose.**   The purpose of theCorporation is to engage in any lawful act or activity for which corporationsmay be organized under the Delaware General Corporation Law.

4.             **Capital Stock.**

4.1  The Corporation has the authority to issue anaggregate of 100,000,000 shares, of which:               (i) 99,000,000 are shares ofClass A Common Stock, par value $.01 per share *(“Class ACommon Stock”),*and (ii) 1,000,000 are shares of Preferred Stock, nopar value per share (the *“Preferred Stock”).*TheClass A Common Stock is referred to as the *“Common Stock”.*

4.2  The following is a description of therelative powers, preferences and participating, optional or other specialrights, and the qualifications, limitations or restrictions of the CommonStock.

(a) **Voting.**   At every meeting of the stockholders of theCorporation in connection with the election of directors and all other matterssubmitted to a vote of stockholders, every holder of Common Stock is entitledto one vote in person or by proxy for each share of Common Stock registered inthe name of the holder on the transfer books of the Corporation. Except asotherwise required by law, the holders of Common Stock shall vote together as asingle class, subject to any right that may be conferred upon holders ofPreferred Stock to vote together with holders of Common Stock on all matterssubmitted to a vote of stockholders of the Corporation.

(b) **Reclassifications,Subdivisions and Combinations.**  No Common Stock may be reclassified, subdivided or combined unless thereclassification, subdivision or combination occurs simultaneously and in thesame proportion for all Common Stock.

(c) **Dividends and OtherDistributions.**   Subject tothe rights of the holders of Preferred Stock, holders of Common Stock areentitled to receive such dividends and other distributions in cash, stock ofany corporation (other than Common Stock) or property of the Corporation as maybe declared thereon by the Board of Directors from time to time out of assetsor funds of the Corporation legally available therefor, and shall share equallyon a per share basis in all such dividends and other distributions. In the caseof dividends or other distributions payable in Common Stock, includingdistributions pursuant to stock splits or divisions of Common Stock only sharesof Class A Common Stock are paid or distributed with respect to Class A CommonStock.

(d) **Liquidation, Dissolutionand Winding Up.**   In the eventof any liquidation, dissolution or winding up of the affairs of theCorporation, whether voluntary or involuntary, after payment in full of theamounts required to be paid to the holders of Preferred Stock, the remainingassets and funds of the 

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Corporation are distributed pro rata to the holders of shares of CommonStock. For purposes of this subsection (d), the voluntary sale, conveyance,lease, exchange or transfer (for cash, shares of stock, securities or otherconsideration) of all or substantially all of the assets of the Corporation ora consolidation or merger of the Corporation with one or more othercorporations (whether or not the Corporation is the corporation surviving theconsolidation or merger) shall not be deemed to be a liquidation, dissolutionor winding up, voluntary or involuntary.

4.3  The number of authorized shares of any classor classes of stock may be increased or decreased (but not below the number ofshares thereof then outstanding) by the affirmative vote of the holders of amajority of the votes entitled to be cast by the holders of the Common Stock,voting together as a single class, irrespective of the provisions of Section242(b)(2) of the Delaware General Corporation Law or any correspondingprovision hereinafter enacted.

4.4  To the full extent permitted by the DelawareGeneral Corporation Law, as the same exists or may hereafter be amended, theBoard of Directors is authorized by resolution to divide and issue the sharesof Preferred Stock in classes or series and to fix the voting powers and anydesignations, preferences, and relative, participating, optional or otherspecial rights of any such class or series of Preferred Stock and anyqualifications, limitations or restrictions thereof as are stated and expressedin the resolution or resolutions providing for the issue of such stock adoptedby the Board of Directors.

4.5  No holder of stock of any class of theCorporation has any preemptive or preferential right of subscription to anyshares of any class of stock of the Corporation whether now or hereafterauthorized, or to any obligation convertible into stock of the Corporation, orany right of subscription therefor, other than such rights, if any, as theBoard of Directors in its discretion from time to time determines.

5.             **Board of Directors.**

5.1  The business and affairs of the Corporationare managed by or under the direction of a Board of Directors. The number ofdirectors of the Corporation constituting the whole Board is fixed in themanner provided in the by-laws. The election of directors need not be byballot.

5.2  At each annual meeting of the stockholders ofthe Corporation from and after the annual meeting of the stockholders to beheld in 2006, each director standing for election shall be elected to holdoffice for a term expiring at the next annual meeting of stockholders, withsuch director to hold office until his or her successor is elected andqualified.  Notwithstanding theforegoing, for any director who is an employee of the Corporation or any of itsaffiliates at the time of election to the Board it is a qualification forservice as a director that such director remain so employed, so that the termof any such director automatically will terminate upon termination of suchdirector’s employment with the Corporation or such affiliate for any reason,unless the Board, by majority of the members of the Board of Directors,otherwise determines.

5.3  Any director may be removed, with or withoutcause but only with the affirmative vote of the holders of not less than 67% ofthe voting power of all outstanding shares of stock of the Corporation entitledto vote generally in the election of directors, considered for this purpose asa single class.

5.4  Vacancies and newly created directorshipsresulting from any increase in the authorized number of**directorsor from any other cause (other than vacancies and newly created directorshipswhich the holders of any class or classes of stock or series thereof areexpressly entitled by this Restated Certificate of Incorporation to fill) shallbe filled by, and only by, a majority of the members of the Board of Directors,although less than a quorum, or by the sole remaining director. Any directorappointed to fill a vacancy or a newly created directorship shall hold officeuntil the next election of the directors and until his or her successor iselected and qualified or until his or her earlier resignation or removal.

5.5  Notwithstanding the foregoing, in the eventthat the holders of any series of Preferred Stock of the Corporation shall beentitled, voting separately as a class, to elect any directors of theCorporation, then the number of directors that may be elected by such holdersvoting separately as a class shall be in addition to the number fixed pursuantto a resolution of a majority of the members of the Board of Directors of theCorporation. Except as otherwise provided in the terms of such class or series,(i) the terms of the directors elected by such holders voting separately as aclass shall expire at the annual meeting of stockholders next succeeding theirelection and (ii) any director or directors elected by such holders votingseparately as a class may be removed, with or without cause, by the holders ofa majority 

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of the voting power of all outstanding shares of stockof the Corporation entitled to vote separately as a class in an election ofsuch directors.

5.6  Notwithstanding anything to the contrarycontained in this Restated Certificate of Incorporation, the affirmative voteof the holders of at least 67% of the voting power of the shares entitled tovote generally in the election of directors are required to amend, alter orrepeal, or to adopt any provision inconsistent with, this Article 5.

6.             **Amendment of By-Laws.**   Infurtherance and not in limitation of the powers conferred by the laws of theState of Delaware, the Board of Directors is authorized to adopt, amend orrepeal the bylaws of the Corporation. No adoption, amendment or repeal of aby-law by action of stockholders shall be effective unless approved by theaffirmative vote of the holders of at least 67% of the voting power of theshares entitled to vote generally in the election of directors.

7.             **Stockholder Meetings.**   Noaction of stockholders of the Corporation required or permitted to be taken atany annual or specialmeeting of stockholders of the Corporation may betaken without a meeting of stockholders, without prior notice and without avote, and the power of stockholders of the Corporation to consent in writing tothe taking of any action without a meeting is specifically denied.Notwithstanding this Article 7, the holders of any series of Preferred Stock ofthe Corporation shall be entitled to take action by written consent to suchextent, if any, as may be provided in the terms of such series. Subject to therights of holders of any series of Preferred Stock, special meetings ofstockholders of the Corporation may be called only by the President or by theBoard of Directors pursuant to resolution adopted by a majority of the membersof the Board of Directors. Business transacted at any special meeting ofstockholders is confined to the purpose or purposes of the meeting as stated inthe notice of the meeting. Notwithstanding anything contained in this RestatedCertificate of Incorporation to the contrary, any amendment to or deletion ofthis Article 7 shall require the affirmative vote of the holders of at least67% of the voting power of all outstanding shares of capital stock of thecorporation entitled to vote generally in the election of directors.

8.             **Limitation of Liability.**   Adirector of the Corporation shall not be personally liable to the Corporationor its stockholdersfor monetary damages for breach of fiduciary duty asa director, except for liability (a) for any breach of the director’s duty ofloyalty to the Corporation or its stockholders, (b) for acts or omissions notin good faith or which involve intentional misconduct or a knowing violation oflaw, (c) under Section 174 of the Delaware General Corporation Law or (d) forany transaction from which the director derived an improper personal benefit.If the General Corporation Law of the State of Delaware is amended afterapproval of this Article by the stockholders to authorize the furtherelimination or limitation of the liability of directors, then the liability of directorsare eliminated or limited to the full extent authorized.

9.             **Amendments.  **Subject to theprovisions of this Restated Certificate of Incorporation, the Corporationreservesthe right to amend, alter, change or repeal any provision contained in this RestatedCertificate of Incorporation, in the manner now or hereafter prescribed bystatute, and all rights conferred upon stockholders in this RestatedCertificate of Incorporation are granted subject to this reservation.

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IN WITNESS WHEREOF, WatsonWyatt Worldwide, Inc. has caused this certificate to be signed by its Presidentand Secretary, on                        ,2006.
|        |   | By:    |   |                              |
|--------|--------|--------|--------|-----------------------------------|
|   |   |   |   | John J. Haley, President          |
|   |   |   |   |                              |
|   |   |   |   |                              |
|   |   | By:    |   |                              |
|   |   |   |   | Walter W. Bardenwerper, Secretary |

 

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