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                                                                    EXHIBIT 1.1

                                5,600,000 Shares

                         WATSON WYATT & COMPANY HOLDINGS

                              Class A Common Stock

                                ($0.01 Par Value)

                          FORM OF UNDERWRITING AGREEMENT

                                                             September __, 2000

Deutsche Bank Securities Inc.
Banc of America Securities LLC
Robert W. Baird & Co. Incorporated
    As Representatives of the
Several Underwriters
c/o Deutsche Bank Securities Inc.
One South Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

     Watson Wyatt & Company Holdings, a Delaware corporation (the "Company"),
and certain shareholders of the Company (the "Selling Shareholders") propose to
sell to the several underwriters (the "Underwriters") named in SCHEDULE I hereto
for whom you are acting as representatives (the "Representatives") an aggregate
of 5,600,000 shares of the Company's Class A common stock, $0.01 par value (the
"Common Stock"), of which __________ shares will be sold by the Company and
__________ shares will be sold by the Selling Shareholders (the "Firm Shares").
The respective amounts of the Firm Shares to be so purchased by the several
Underwriters are set forth opposite their names in SCHEDULE I hereto, and the
respective amounts to be sold by the Selling Shareholders are set forth opposite
their names in SCHEDULE II hereto. The Company and the Selling Shareholders are
sometimes referred to herein collectively as the "Sellers." The Company also
proposes to sell at the Underwriters' option an aggregate of up to 840,000
additional shares of the Common Stock (the "Option Shares") as set forth below.
The Company's class A common stock, class B-1 common stock and class B-2 common
stock, each having $0.01 par value, are collectively referred to herein as the
Company's "common stock."

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     As the Representatives, you have advised the Company and the Selling
Shareholders (a) that you are authorized to enter into this Agreement on behalf
of the several Underwriters, and (b) that the several Underwriters are willing,
acting severally and not jointly, to purchase the numbers of Firm Shares set
forth opposite their respective names in SCHEDULE I, plus their pro rata portion
of the Option Shares if you elect to exercise the over-allotment option in whole
or in part for the accounts of the several Underwriters. The Firm Shares and the
Option Shares (to the extent the aforementioned option is exercised) are herein
collectively called the "Shares."

     In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

     1.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE OPERATING COMPANY
AND THE SELLING SHAREHOLDERS.

           (a) The Company and Watson Wyatt & Company, a Delaware corporation
and wholly-owned subsidiary of the Company (the "Operating Company"), each,
jointly and severally, represents and warrants to each of the Underwriters as
follows:

           (i) A registration statement on Form S-3 (File No. 333-94973) with
     respect to the Shares has been prepared by the Company in conformity with
     the requirements of the Securities Act of 1933, as amended (the "Act"), and
     the rules and regulations (the "Rules and Regulations") of the Securities
     and Exchange Commission (the "Commission") thereunder and has been filed
     with the Commission. The Company has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-3. Copies of such
     registration statement, including any amendments thereto, the preliminary
     prospectuses (meeting the requirements of the Rules and Regulations)
     contained therein and the exhibits, financial statements and schedules, as
     finally amended and revised, have heretofore been delivered by the Company
     to you. Such registration statement, together with any registration
     statement filed by the Company pursuant to Rule 462(b) of the Act (a "Rule
     462(b) Registration Statement"), herein referred to as the "Registration
     Statement," which shall be deemed to include all information omitted
     therefrom in reliance upon Rule 430A and contained in the Prospectus
     referred to below, has become effective under the Act and no post-effective
     amendment to the Registration Statement has been filed as of the date of
     this Agreement. "Prospectus" means the form of prospectus first filed with
     the Commission pursuant to Rule 424(b). Each preliminary prospectus
     included in the Registration Statement prior to the time it becomes
     effective is herein referred to as a "Preliminary Prospectus." Any
     reference herein to the Registration Statement, any Preliminary Prospectus
     or to the Prospectus shall be deemed to refer to and include any documents
     incorporated by reference therein, and, in the case of any reference herein
     to any Prospectus, also shall be deemed to include any documents
     incorporated by reference therein, and any supplements or amendments
     thereto, filed with the Commission after the date of filing of the
     Prospectus under Rules 424(b) or 430A, and prior to the termination of the
     offering of the Shares by the Underwriters. The Registration Statement has
     become effective (other than any Rule 462(b) Registration Statement to be
     filed by the Company

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     after the effectiveness of this Agreement); any Rule 462(b) Registration
     Statement filed after the effectiveness of this Agreement will become
     effective no later than 10:00 P.M., New York City time, on the date of this
     Agreement; and no stop order suspending the effectiveness of the
     Registration Statement is in effect, and no proceedings for such purpose
     are pending before or threatened by the Commission.


           (ii) (A) Each document, if any, filed or to be filed pursuant to the
     Exchange Act and incorporated by reference in the Prospectus, complied or
     will comply, when so filed, in all material respects with the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"); (B) the Registration
     Statement (other than any Rule 462(b) Registration Statement to be filed by
     the Company after the effectiveness of this Agreement), when it became
     effective, did not contain and, as amended, if applicable, will not contain
     any untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, (C) the Registration Statement (other than any Rule 462(b)
     Registration Statement to be filed by the Company after the effectiveness
     of this Agreement) and the Prospectus comply and, as amended or
     supplemented, if applicable, will comply in all material respects with the
     Act, (D) if the Company is required to file a Rule 462(b) Registration
     Statement after the effectiveness of this Agreement, such Rule 462(b)
     Registration Statement and any amendments thereto, when they become
     effective (1) will not contain any untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading and (2) will comply in all
     material respects with the Act and (E) the Prospectus does not contain and,
     as amended or supplemented, if applicable, will not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading, except that the representations and
     warranties set forth in this paragraph do not apply to statements or
     omissions in the Registration Statement or the Prospectus based upon
     information relating to any Underwriter furnished to the Company in writing
     by such Underwriter through you expressly for use therein.

           (iii) Each preliminary prospectus filed as part of the registration
     statement as originally filed or as part of any amendment thereto, or filed
     pursuant to Rule 424 under the Act, complied when so filed in all material
     respects with the Act, and did not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, except that the
     representations and warranties set forth in this paragraph do not apply to
     statements or omissions in any preliminary prospectus based upon
     information relating to any Underwriter furnished to the Company in writing
     by such Underwriter through you expressly for use therein. Any reference
     herein to any preliminary prospectus or the Prospectus shall be deemed to
     refer to and include the documents incorporated by reference therein
     pursuant to Form S-3 under the Act ("Incorporated Documents"), as of the
     date of such preliminary prospectus or Prospectus, as the case may be. Any
     document filed by the Company under the Exchange Act after the


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     effective date of the Registration Statement or the date of the Prospectus
     and incorporated by reference in the Prospectus shall be deemed to be
     included in that Registration Statement and the Prospectus as of the date
     of such filing. The Incorporated Documents, when filed with the Commission,
     conformed or will conform in all material respects to the requirements for
     the Exchange Act and none of such documents, as of the date of such
     Incorporated Document, contained or will contain an untrue statement of a
     material fact or omitted or will omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading.

           (iv) Each of the Company, the Operating Company and its subsidiaries
     has been duly incorporated, is validly existing as a corporation in good
     standing under the laws of its jurisdiction of incorporation and has the
     corporate power and authority to carry on its business as described in the
     Prospectus and to own, lease and operate its properties, and each is duly
     qualified and is in good standing as a foreign corporation authorized to do
     business in each jurisdiction in which the nature of its business or its
     ownership or leasing of property requires such qualification, except where
     the failure to be so qualified would not have a material adverse effect on
     the business, prospects, financial condition or results of operations of
     the Company, the Operating Company and its subsidiaries, taken as a whole.

           (v) There are no outstanding subscriptions, rights, warrants,
     options, calls, convertible securities, commitments of sale or liens
     granted or issued by the Company or any of its subsidiaries relating to or
     entitling any person to purchase or otherwise to acquire any shares of the
     capital stock of the Company or any of its subsidiaries, except as
     otherwise disclosed in the Registration Statement.

           (vi) All the outstanding shares of capital stock of the Company
     (including the Shares to be sold by the Selling Shareholders) have been
     duly authorized and validly issued and are fully paid, non-assessable and
     not subject to any preemptive or similar rights; and the Shares to be
     issued and sold by the Company have been duly authorized and, when issued
     and delivered to the Underwriters against payment therefor as provided by
     this Agreement, will be validly issued, fully paid and non-assessable, and
     the issuance of such Shares will not be subject to any preemptive or
     similar rights.

           (vii) All of the outstanding shares of capital stock of the Operating
     Company and each of its subsidiaries have been duly authorized and validly
     issued and are fully paid and non-assessable, and are owned by the Company,
     directly or indirectly through one or more subsidiaries, free and clear of
     any security interest, claim, lien, encumbrance or adverse interest of any
     nature.

           (viii) The terms of the authorized capital stock of the Company
     conform in all material respects to the description thereof contained in
     the Prospectus under the caption "Description of Capital Stock, Certificate
     of Incorporation and Bylaws."

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           (ix) None of the Company, the Operating Company nor any of its
     subsidiaries is in violation of its respective charter or by-laws or in
     default in the performance of any obligation, agreement, covenant or
     condition contained in any indenture, loan agreement, mortgage, lease or
     other agreement or instrument that is material to the Company, the
     Operating Company and its subsidiaries, taken as a whole, to which the
     Company, the Operating Company or any of its subsidiaries is a party or by
     which the Company, the Operating Company or any of its subsidiaries or
     their respective property is bound.

           (x) The execution, delivery and performance of this Agreement by
     each of the Company and the Operating Company, the compliance by each of
     the Company and the Operating Company with all the provisions hereof and
     the consummation of the transactions contemplated hereby will not (A)
     require any consent, approval, authorization or other order of, or
     qualification with, any court or governmental body or agency (except such
     as may be required under the securities or Blue Sky laws of the various
     states), (B) conflict with or constitute a breach of any of the terms or
     provisions of, or a default under, the charter or by-laws of the Company,
     the Operating Company or any of its subsidiaries or any indenture, loan
     agreement, mortgage, lease or other agreement or instrument that is
     material to the Company, the Operating Company and its subsidiaries, taken
     as a whole, to which the Company, the Operating Company or any of its
     subsidiaries is a party or by which the Company, the Operating Company or
     any of its subsidiaries or their respective property is bound, (C) violate
     or conflict with any applicable law or any rule, regulation, judgment,
     order or decree of any court or any governmental body or agency having
     jurisdiction over the Company, the Operating Company, any of its
     subsidiaries or their respective property or (D) result in the suspension,
     termination or revocation of any Authorization (as defined below) of the
     Company, the Operating Company or any of its subsidiaries or any other
     impairment of the rights of the holder of any such Authorization.

           (xi) There are no legal or governmental proceedings pending or, to
     their knowledge, threatened to which the Company, the Operating Company or
     any of its subsidiaries is or could be a party or to which any of their
     respective property is or could be subject that are required to be
     described in the Registration Statement or the Prospectus and are not so
     described; nor are there any statutes, regulations, contracts or other
     documents that are required to be described in the Registration Statement
     or the Prospectus or to be filed as exhibits to the Registration Statement
     that are not so described or filed as required.

           (xii) None of the Company, the Operating Company nor any of its
     subsidiaries has violated any foreign, federal, state or local law or
     regulation relating to the protection of human health and safety, the
     environment or hazardous or toxic substances or wastes, pollutants or
     contaminants ("Environmental Laws"), any provisions of the Employee
     Retirement Income Security Act of 1974, as amended, or any provisions of
     the Foreign Corrupt Practices Act or the rules and regulations promulgated
     thereunder, except for such violations which, singly or in the aggregate,
     would not have a material adverse effect on the

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     business, prospects, financial condition or results of operation of the
     Company, the Operating Company and its subsidiaries, taken as a whole.

           (xiii) Each of the Company, the Operating Company and its
     subsidiaries has such permits, licenses, consents, exemptions, franchises,
     authorizations and other approvals (each, an "Authorization") of, and has
     made all filings with and notices to, all governmental or regulatory
     authorities and self-regulatory organizations and all courts and other
     tribunals, including, without limitation, under any applicable
     Environmental Laws, as are necessary to own, lease, license and operate its
     respective properties and to conduct its business, except where the failure
     to have any such Authorization or to make any such filing or notice would
     not, singly or in the aggregate, have a material adverse effect on the
     business, prospects, financial condition or results of operations of the
     Company, the Operating Company and its subsidiaries, taken as a whole. Each
     such Authorization is valid and in full force and effect and each of the
     Company, the Operating Company and its subsidiaries is in compliance with
     all the terms and conditions thereof and with the rules and regulations of
     the authorities and governing bodies having jurisdiction with respect
     thereto; and no event has occurred (including, without limitation, the
     receipt of any notice from any authority or governing body) which allows
     or, after notice or lapse of time or both, would allow, revocation,
     suspension or termination of any such Authorization or results or, after
     notice or lapse of time or both, would result in any other impairment of
     the rights of the holder of any such Authorization; and such Authorizations
     contain no restrictions that are burdensome to the Company, the Operating
     Company or any of its subsidiaries; except where such failure to be valid
     and in full force and effect or to be in compliance, the occurrence of any
     such event or the presence of any such restriction would not, singly or in
     the aggregate, have a material adverse effect on the business, prospects,
     financial condition or results of operations of the Company, the Operating
     Company and its subsidiaries, taken as a whole.

           (xiv) There are no costs or liabilities associated with Environmental
     Laws (including, without limitation, any capital or operating expenditures
     required for clean-up, closure of properties or compliance with
     Environmental Laws or any Authorization, any related constraints on
     operating activities and any potential liabilities to third parties) which
     would, singly or in the aggregate, have a material adverse effect on the
     business, prospects, financial condition or results of operations of the
     Company, the Operating Company and its subsidiaries, taken as a whole.

           (xv) This Agreement has been duly authorized, executed and delivered
     by each of the Company and the Operating Company.

           (xvi) PricewaterhouseCoopers LLP are, or for the period relevant to
     their audit report incorporated by reference in the Registration Statement,
     were, independent public accountants with respect to the Company, the
     Operating Company and its subsidiaries as required by the Act.


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           (xvii) The consolidated financial statements included in the
     Registration Statement and the Prospectus (and any amendment or supplement
     thereto), together with related schedules and notes, present fairly the
     consolidated financial position, results of operations and changes in
     financial position of the Company and its subsidiaries on the basis stated
     therein at the respective dates or for the respective periods to which they
     apply; such statements and related schedules and notes have been prepared
     in accordance with generally accepted accounting principles consistently
     applied throughout the periods involved, except as disclosed therein; the
     supporting schedules, if any, included in the Registration Statement
     present fairly in accordance with generally accepted accounting principles
     the information required to be stated therein; and the other financial and
     statistical information and data set forth in the Registration Statement
     and the Prospectus (and any amendment or supplement thereto) are, in all
     material respects, accurately presented and prepared on a basis consistent
     with such financial statements and the books and records of the Company.

           (xviii) The Company is not and, after giving effect to the offering
     and sale of the Shares and the application of the proceeds thereof as
     described in the Prospectus, will not be, an "investment company" as such
     term is defined in the Investment Company Act of 1940, as amended.

           (xix) There are no contracts, agreements or understandings between
     the Company or the Operating Company and any person granting such person
     the right to require the Company or the Operating Company to file a
     registration statement under the Act with respect to any securities of the
     Company or to require the Company to include such securities with the
     Shares registered pursuant to the Registration Statement.

           (xx) Since the respective dates as of which information is given in
     the Prospectus other than as set forth in the Prospectus (exclusive of any
     amendments or supplements thereto subsequent to the date of this
     Agreement), (A) there has not occurred any material adverse change or any
     development involving a prospective material adverse change in the
     condition, financial or otherwise, or the earnings, business, management or
     operations of the Company, the Operating Company and its subsidiaries,
     taken as a whole, (B) there has not been any material adverse change or any
     development involving a prospective material adverse change in the capital
     stock or in the long-term debt of the Company, the Operating Company or any
     of its subsidiaries and (C) none of the Company, the Operating Company nor
     any of its subsidiaries has incurred any material liability or obligation,
     direct or contingent.

           (xxi) Each certificate signed by any officer of the Company or the
     Operating Company and delivered to the Underwriters or counsel for the
     Underwriters shall be deemed to be a joint and several representation and
     warranty by each of the Company and the Operating Company to the
     Underwriters as to the matters covered thereby.

           (xxii) The Company, the Operating Company and its subsidiaries own
     or possess, or can acquire on reasonable terms, all patents, patent rights,
     licenses, inventions,


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     copyrights, know-how (including trade secrets and other unpatented and/or
     unpatentable proprietary or confidential information, systems or
     procedures), trademarks, service marks and trade names ("intellectual
     property") currently employed by them in connection with the business now
     operated by them except where the failure to own or possess or otherwise be
     able to acquire such intellectual property would not, singly or in the
     aggregate, have a material adverse effect on the business, prospects,
     financial condition or results of operation of the Company, the Operating
     Company and its subsidiaries, taken as a whole; and none of the Company,
     the Operating Company nor any of its subsidiaries has received any notice
     of infringement of or conflict with asserted rights of others with respect
     to any of such intellectual property which, singly or in the aggregate, if
     the subject of an unfavorable decision, ruling or finding, would have a
     material adverse effect on the business, prospects, financial condition or
     results of operations of the Company, the Operating Company and its
     subsidiaries, taken as a whole.

           (xxiii) The Company, the Operating Company and each of its
     subsidiaries are insured against such losses and risks and in such amounts
     as are prudent and customary in the businesses in which they are engaged;
     and none of the Company, the Operating Company nor any of its subsidiaries
     (A) has received notice from any insurer or agent of such insurer that
     substantial capital improvements or other material expenditures will have
     to be made in order to continue such insurance or (B) has any reason to
     believe that it will not be able to renew its existing insurance coverage
     as and when such coverage expires or to obtain similar coverage from
     similar insurers at a cost that would not have a material adverse effect on
     the business, prospects, financial condition or results of operations of
     the Company, the Operating Company and its subsidiaries, taken as a whole.

           (xxiv) All material tax returns required to be filed by the Company,
     the Operating Company and each of its subsidiaries in any jurisdiction have
     been filed, other than those filings being contested in good faith, and all
     material taxes, including withholding taxes, penalties and interest,
     assessments, fees and other charges due pursuant to such returns or
     pursuant to any assessment received by the Company, the Operating Company
     or any of its subsidiaries have been paid, other than those being contested
     in good faith and for which adequate reserves have been provided.

           (xxv) Each of the Company, the Operating Company and WW Merger
     Subsidiary, Inc., a Delaware corporation (the "Merger Subsidiary"), had or
     has all corporate power and authority to carry out the merger of the Merger
     Subsidiary with and into the Operating Company, including the exchange
     therewith of each share of capital stock of the Operating Company for _____
     shares of Common Stock, _____ shares of class B-1 common stock, par value
     $0.01 per share, of the Company and _____ shares of class B-2 common stock,
     par value $0.01 per share, of the Company (the "Merger"), and each of the
     Company, the Operating Company, the Merger Subsidiary and the stockholders
     of each of them have taken all action required by law, their respective
     charter and bylaws or otherwise to approve the Merger.


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           (xxvi) The consummation of the Merger did not or will not contravene
     any provision of applicable law or the respective charter or bylaws of the
     Company, the Operating Company or the Merger Subsidiary or, except to the
     extent the Operating Company or the Company has obtained the requisite
     consent, any provision of any material agreement or other material
     instrument binding upon the Company or the Operating Company or any order,
     writ, injunction or decree of any jurisdiction, court or governmental body,
     and no consent, approval, authorization or order of any court or
     governmental agency or body is or was required in connection with the
     Merger, except such as have been obtained.

           (xxvii) The Merger constitutes a reorganization within the meaning
     of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended
     (the "Code"), and will not result in the recognition of any material
     liability under the Code or otherwise for taxes for the Company or the
     Operating Company.

           (b) Each of the Selling Shareholders severally represents and
warrants as follows:

           (i) Such Selling Shareholder is the lawful owner of the Shares to be
     sold by such Selling Shareholder pursuant to this Agreement and has, and on
     the Closing Date will have, good and clear title to such Shares, free of
     all restrictions on transfer, liens, encumbrances, security interests,
     equities and claims whatsoever.

           (ii) Such Selling Shareholder has, and on the Closing Date will have,
     full legal right, power and authority, and all authorization and approval
     required by law, to enter into this Agreement and the Power of Attorney and
     Custody Agreement of such Selling Shareholder (the "Power of Attorney and
     Custody Agreement"), relating to the deposit of the Shares to be sold by
     such Selling Shareholder and appointing certain individuals as such Selling
     Shareholder's attorneys-in-fact (the "Attorneys") to the extent set forth
     therein, relating to the transactions contemplated hereby and by the
     Registration Statement and to sell, assign, transfer and deliver the Shares
     to be sold by such Selling Shareholder in the manner provided herein and
     therein.

           (iii) This Agreement has been duly authorized, executed and
     delivered by or on behalf of such Selling Shareholder.

           (iv) The Power of Attorney and Custody Agreement of such Selling
     Shareholder has been duly authorized, executed and delivered by such
     Selling Shareholder and is a valid and binding instrument of such Selling
     Shareholder, enforceable in accordance with its terms, and, pursuant to
     such Power of Attorney and Custody Agreement, such Selling Shareholder has,
     among other things, authorized the Attorneys, or any one of them, to
     execute and deliver on such Selling Shareholder's behalf this Agreement and
     any other document that they, or any one of them, may deem necessary or
     desirable in connection with the


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     transactions contemplated hereby and thereby and to deliver the Shares to
     be sold by such Selling Shareholder pursuant to this Agreement.

           (v) The Lockup Agreement (as defined in Section 4(a)(x)(B) below)
     of such Selling Shareholder has been duly authorized, executed and
     delivered by or on behalf of such Selling Shareholder and is a valid and
     binding agreement of such Selling Shareholder, enforceable in accordance
     with its terms.

           (vi) Upon delivery of and payment for the Shares to be sold by such
     Selling Shareholder pursuant to this Agreement, good and clear title to
     such Shares will pass to the Underwriters, free of all restrictions on
     transfer, liens, encumbrances, security interests, equities and claims
     whatsoever.

           (vii) The execution, delivery and performance of this Agreement and
     the Power of Attorney and Custody Agreement and Lockup Agreement of such
     Selling Shareholder by or on behalf of such Selling Shareholder, the
     compliance by such Selling Shareholder with all the provisions hereof and
     thereof and the consummation of the transactions contemplated hereby and
     thereby will not (A) require any consent, approval, authorization or other
     order of, or qualification with, any court or governmental body or agency
     (except such as may be required under the securities or Blue Sky laws of
     the various states), (B) conflict with or constitute a breach of any of the
     terms or provisions of, or a default under, the organizational documents of
     such Selling Shareholder, if such Selling Shareholder is not an individual,
     or any indenture, loan agreement, mortgage, lease or other agreement or
     instrument to which such Selling Shareholder is a party or by which such
     Selling Shareholder or any property of such Selling Shareholder is bound or
     (C) violate or conflict with any applicable law or any rule, regulation,
     judgment, order or decree of any court or any governmental body or agency
     having jurisdiction over such Selling Shareholder or any property of such
     Selling Shareholder.

           (viii) The information in the Registration Statement under the
     caption "Selling Stockholders" which specifically relates to such Selling
     Shareholder does not, and will not on the Closing Date, contain any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading.

           (ix) Each certificate signed by or on behalf of such Selling
     Shareholder and delivered to the Underwriters or counsel for the
     Underwriters shall be deemed to be a representation and warranty by such
     Selling Shareholder to the Underwriters as to the matters covered thereby.

     2.       PURCHASE, SALE AND DELIVERY OF THE SHARES.

           (a) On the basis of the representations, warranties and covenants
herein contained, and subject to the conditions herein set forth, the Sellers
agree to sell to the Underwriters

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and each Underwriter agrees, severally and not jointly, to purchase, at a price
of $_____ per share, the number of Firm Shares set forth opposite the name of
each Underwriter in SCHEDULE I hereof, subject to adjustments in accordance with
Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter
from each Seller shall be as nearly as practicable in the same proportion to the
total number of Firm Shares being sold by each Seller as the number of Firm
Shares being purchased by each Underwriter bears to the total number of Firm
Shares to be sold hereunder. The obligations of the Company and of each of the
Selling Shareholders shall be several and not joint.

           (b) The Shares to be sold hereunder by the Selling Shareholders have
been placed in custody with the Attorneys as custodians (each, a "Custodian")
pursuant to the Power of Attorney and Custody Agreement executed by each Selling
Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling
Shareholders. Each of the Selling Shareholders specifically agrees that the Firm
Shares held in custody for the Selling Shareholders under the Power of Attorney
and Custody Agreement are subject to the interests of the Underwriters
hereunder, that the arrangements made by the Selling Shareholders for such
custody are to that extent irrevocable, and that the obligations of the Selling
Shareholders hereunder shall not be terminable by any act or deed of the Selling
Shareholders (or by any other person, firm or corporation including the Company,
the Operating Company, the Custodian or the Underwriters) or by operation of law
(including the death of an individual Selling Shareholder or the dissolution of
a corporate Selling Shareholder) or by the occurrence of any other event or
events, except as set forth in the Power of Attorney and Custody Agreement. If
any such event should occur prior to the delivery to the Underwriters of the
Firm Shares hereunder, certificates for the Firm Shares shall be delivered by
the Custodian in accordance with the terms and conditions of this Agreement as
if such event has not occurred. The Custodian is authorized to receive and
acknowledge receipt of the proceeds of sale of the Shares held by it against
delivery of such Shares.

           (c) Payment for the Firm Shares to be sold hereunder is to be made
in Federal (same day) funds to an account designated by the Company for the
shares to be sold by it and to an account designated by the Custodian for the
shares to be sold by the Selling Shareholders, in each case against delivery of
certificates therefor to the Representatives for the several accounts of the
Underwriters. Such payment and delivery are to be made through the facilities of
the Depository Trust Company at 10:00 a.m., New York time, on the third business
day after the date of this Agreement or at such other time and date not later
than five business days thereafter as you and the Company shall agree upon, such
time and date being herein referred to as the "Closing Date." (As used herein,
"business day" means a day on which the New York Stock Exchange is open for
trading and on which banks in New York are open for business and not permitted
by law or executive order to be closed.)

           (d) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the several Underwriters to purchase the
Option Shares at the price per share as set forth in the first paragraph of this
Section 2. The option granted hereby may be exercised in whole or in

                                       11


<PAGE>

part by giving written notice (i) at any time before the Closing Date and (ii)
only once thereafter within 30 days after the date of this Agreement, by you, as
Representatives of the several Underwriters, to the Company, setting forth the
number of Option Shares as to which the several Underwriters are exercising the
option, the names and denominations in which the Option Shares are to be
registered and the time and date at which such certificates are to be delivered.
The time and date at which certificates for Option Shares are to be delivered
shall be determined by the Representatives but shall not be earlier than three
nor later than 10 full business days after the exercise of such option, nor in
any event prior to the Closing Date (such time and date being herein referred to
as the "Option Closing Date"). If the date of exercise of the option is three or
more days before the Closing Date, the notice of exercise shall set the Closing
Date as the Option Closing Date. The number of Option Shares to be purchased by
each Underwriter shall be in the same proportion to the total number of Option
Shares being purchased as the number of Firm Shares being purchased by such
Underwriter bears to the total number of Firm Shares, adjusted by you in such
manner as to avoid fractional shares. The option with respect to the Option
Shares granted hereunder may be exercised only to cover over-allotments in the
sale of the Firm Shares by the Underwriters. You, as Representatives of the
several Underwriters, may cancel such option at any time prior to its exercise
or expiration by giving written notice of such cancellation to the Company. To
the extent, if any, that the option is exercised, payment for the Option Shares
shall be made on the Option Closing Date in Federal (same day) funds drawn to
the order of the Company against delivery of certificates therefor through the
facilities of the Depository Trust Company, New York, New York.

           (e) If on the Closing Date any Selling Shareholder fails to sell the
Firm Shares which such Selling Shareholder has agreed to sell on such date as
set forth in SCHEDULE II hereto, the Company agrees that it will sell or arrange
for the sale of that number of shares of Common Stock to the Underwriters which
represents Firm Shares which such Selling Shareholder has failed to so sell, as
set forth in SCHEDULE II hereto, or such lesser number as may be requested by
the Representatives.

     3. OFFERING BY THE UNDERWRITERS.

     It is understood that the several Underwriters are to make a public
offering of the Firm Shares as soon as the Representatives deem it advisable to
do so. The Firm Shares are to be initially offered to the public at the initial
public offering price set forth in the Prospectus. The Representatives may from
time to time thereafter change the public offering price and other selling
terms. To the extent, if at all, that any Option Shares are purchased pursuant
to Section 2 hereof, the Underwriters will offer them to the public on the
foregoing terms.

     It is further understood that you will act as the Representatives for the
Underwriters in the offering and sale of the Shares in accordance with a Master
Agreement Among Underwriters entered into by you and the several other
Underwriters.

     4. COVENANTS OF THE COMPANY, THE OPERATING COMPANY AND THE SELLING
SHAREHOLDERS.


                                       12

<PAGE>


           (a) The Company and the Operating Company each, jointly and
severally, covenant and agree with the several Underwriters that:

           (i) The Company will (A) use its best efforts to cause the
     Registration Statement to become effective or, if the procedure in Rule
     430A of the Rules and Regulations is followed, to prepare and timely file
     with the Commission under Rule 424(b) of the Rules and Regulations a
     Prospectus in a form approved by the Representatives containing information
     previously omitted at the time of effectiveness of the Registration
     Statement in reliance on Rule 430A of the Rules and Regulations, (B) not
     file any amendment to the Registration Statement or supplement to the
     Prospectus or document incorporated by reference therein of which the
     Representatives shall not previously have been advised and furnished with a
     copy or to which the Representatives shall have reasonably objected in
     writing or which is not in compliance with the Rules and Regulations and
     (C) file on a timely basis all reports and any definitive proxy or
     information statements required to be filed by the Company with the
     Commission subsequent to the date of the Prospectus and prior to the
     termination of the offering of the Shares by the Underwriters. If the
     Registration Statement at the time of the effectiveness of this Agreement
     does not cover all of the Shares, the Company will file a Rule 462(b)
     Registration Statement with the Commission registering the Shares not so
     covered in compliance with Rule 462(b) by 10:00 P.M., New York city time,
     on the date of this Agreement and to pay to the Commission the filing fee
     for such Rule 462(b) Registration Statement at the time of the filing
     thereof or to give irrevocable instructions for the payment of such fee
     pursuant to Rule 111(b) under the Act.

           (ii) The Company will advise the Representatives promptly (A) when
     the Registration Statement or any post-effective amendment thereto shall
     have become effective, (B) of receipt of any comments from the Commission,
     (C) of any request of the Commission for amendment of the Registration
     Statement or for supplement to the Prospectus or for any additional
     information, (D) if the Company is required to file a Rule 462(b)
     Registration Statement after the effectiveness of this Agreement, when the
     Rule 462(b) Registration Statement has become effective, and (E) of the
     issuance by the Commission of any stop order suspending the effectiveness
     of the Registration Statement or the use of the Prospectus or of the
     institution of any proceedings for that purpose. The Company will use its
     best efforts to prevent the issuance of any such stop order preventing or
     suspending the use of the Prospectus and to obtain as soon as possible the
     lifting thereof, if issued.

           (iii) The Company will cooperate with the Representatives in
     endeavoring to qualify the Shares for sale under the securities laws of
     such jurisdictions as the Representatives may reasonably have designated in
     writing and will make such applications, file such documents, and furnish
     such information as may be reasonably required for that purpose, provided
     the Company shall not be required to qualify as a foreign corporation or to
     file a general consent to service of process in any jurisdiction


                                       13

<PAGE>


     where it is not now so qualified or required to file such a consent. The
     Company will, from time to time, prepare and file such statements, reports,
     and other documents, as are or may be required to continue such
     qualifications in effect for so long a period as the Representatives may
     reasonably request for distribution of the Shares.

           (iv) The Company will deliver to, or upon the order of, the
     Representatives, from time to time, as many copies of any Preliminary
     Prospectus as the Representatives may reasonably request. The Company will
     deliver to, or upon the order of, the Representatives during the period
     when delivery of a Prospectus is required under the Act, as many copies of
     the Prospectus in final form, or as thereafter amended or supplemented, as
     the Representatives may reasonably request. The Company will deliver to the
     Representatives at or before the Closing Date, four signed copies of the
     Registration Statement and all amendments thereto including all exhibits
     filed therewith, and will deliver to the Representatives such number of
     copies of the Registration Statement (including such number of copies of
     the exhibits filed therewith that may reasonably be requested), including
     documents incorporated by reference therein, and of all amendments thereto,
     as the Representatives may reasonably request.

           (v) The Company will comply with the Act and the Rules and
     Regulations, and the Exchange Act, and the rules and regulations of the
     Commission thereunder, so as to permit the completion of the distribution
     of the Shares as contemplated in this Agreement and the Prospectus. If
     during the period in which a prospectus is required by law to be delivered
     by an Underwriter or dealer, any event shall occur as a result of which, in
     the judgment of the Company or in the reasonable opinion of the
     Underwriters, it becomes necessary to amend or supplement the Prospectus in
     order to make the statements therein, in the light of the circumstances
     existing at the time the Prospectus is delivered to a purchaser, not
     misleading, or, if it is necessary at any time to amend or supplement the
     Prospectus to comply with any law, the Company promptly will either (i)
     prepare and file with the Commission an appropriate amendment to the
     Registration Statement or supplement to the Prospectus or (ii) prepare and
     file with the Commission an appropriate filing under the Securities
     Exchange Act of 1934 which shall be incorporated by reference in the
     Prospectus so that the Prospectus as so amended or supplemented will not,
     in the light of the circumstances when it is so delivered, be misleading,
     or so that the Prospectus will comply with the law.

           (vi) The Company will make generally available to its security
     holders, as soon as it is practicable to do so, an earning statement (which
     need not be audited) in reasonable detail, covering a period of at least 12
     consecutive months beginning after the effective date of the Registration
     Statement, which earning statement shall satisfy the requirements of
     Section 11(a) of the Act and Rule 158 of the Rules and Regulations and will
     advise you in writing when such statement has been so made available.

           (vii) Prior to the Closing Date, the Company will furnish to the
     Underwriters, as soon as they have been prepared by or are available to the
     Company, a copy of any


                                       14


<PAGE>


     unaudited interim financial statements of the Company for any period
     subsequent to the period covered by the most recent financial statements
     appearing in the Registration Statement and the Prospectus.

           (viii) No offering, sale, short sale or other disposition of any
     shares of common stock of the Company or other securities convertible into
     or exchangeable or exercisable for shares of common stock or derivative of
     common stock (or agreement for such) will be made for a period of 180 days
     after the date of this Agreement, directly or indirectly, by the Company
     otherwise than hereunder or with the prior written consent of Deutsche Bank
     Securities Inc. ("DBSI").

           (ix) The Company will use its best efforts to list, subject to notice
     of issuance, the Shares on the New York Stock Exchange (the "NYSE") and to
     maintain the listing of the Shares on the NYSE.

           (x) (A) The Company agrees not to (A) offer, pledge, sell, contract
     to sell, sell any option or contract to purchase, purchase any option or
     contract to sell, grant any option, right or warrant to purchase, or
     otherwise transfer or dispose of, directly or indirectly, any shares of
     common stock or any securities convertible into or exercisable or
     exchangeable for common stock or (B) enter into any swap or other
     arrangement that transfers all or a portion of the economic consequences
     associated with the ownership of any common stock (regardless of whether
     any of the transactions described in clause (A) or (B) is to be settled by
     the delivery of common stock, or such other securities, in cash or
     otherwise), except to the Underwriters pursuant to this Agreement, for a
     period of 180 days after the date of the Prospectus without the prior
     written consent of DBSI. Notwithstanding the foregoing, during such period
     (1) the Company may grant stock options pursuant to the Company's existing
     stock option plan and (2) the Company may issue shares of common stock upon
     the exercise of an option or warrant or the conversion of a security
     outstanding on the date hereof. The Company also agrees not to waive any
     transfer restrictions applicable to its equity securities or to file any
     registration statement with respect to any shares of common stock or any
     securities convertible into or exercisable or exchangeable for common stock
     for a period of 180 days after the date of the Prospectus without the prior
     written consent of DBSI.

           (B) The Company and (1) each employee executive officer and employee
     director of the Company and the Operating Company and (2) each employee
     shareholder beneficially owning 50,000 shares or more of the outstanding
     common stock of the Operating Company, have entered into, on or prior to
     the date of this agreement, a letter agreement substantially in the form
     attached hereto as EXHIBIT A (each, a "Lockup Agreement" and, collectively,
     the "Lockup Agreements"), pursuant to which each such officer, director or
     shareholder shall agree not to offer, sell, sell short or otherwise dispose
     of any shares of common stock of the Company beneficially owned by it as of
     the date of this Agreement (the "Restricted Shares"), or any other
     securities convertible, exchangeable or exercisable for Restricted Shares
     or derivative of Restricted Shares owned by such


                                       15

<PAGE>


     person or request the registration for the offer or sale of any of the
     foregoing (or as to which such person has the right to direct the
     disposition of) for a period of four years after the Closing Date, PROVIDED
     that such restrictions shall terminate as to 25% of such Restricted Shares
     on each of the first, second, third and fourth anniversaries of the Closing
     Date. The Company will use its best efforts to enforce the Lockup
     Agreements in a manner consistent with their overall objective.

           (xi) The Company shall apply the net proceeds of its sale of the
     Shares as set forth in the Prospectus and shall file such reports with the
     Commission with respect to the sale of the Shares and the application of
     the proceeds therefrom as may be required in accordance with Rule 463 under
     the Act.

           (xii) The Company shall not invest, or otherwise use the proceeds
     received by the Company from its sale of the Shares in such a manner as
     would require the Company or any of the Subsidiaries to register as an
     investment company under the 1940 Act.

           (xiii) The Company will maintain a transfer agent and, if necessary
     under the jurisdiction of incorporation of the Company, a registrar for the
     Common Stock.

           (xiv) The Company will not take, directly or indirectly, any action
     designed to cause or result in, or that has constituted or might reasonably
     be expected to constitute, the stabilization or manipulation (as such terms
     are defined in Regulation M, promulgated under the Act) of the price of any
     securities of the Company.

           (xv) Each of the Company and the Operating Company will use its best
     efforts to do and perform all things required or necessary to be done and
     performed under this Agreement by the Company or the Operating Company
     prior to the Closing Date or any Option Closing Date, as the case may be,
     and to satisfy all conditions precedent to the delivery of the Shares.

           (b) Each of the Selling Shareholders covenants and agrees with the
several Underwriters that:

           (i)      No offering, sale, short sale or other disposition of any
     shares of common stock of the Company or other capital stock of the Company
     or other securities convertible, exchangeable or exercisable for common
     stock or derivative of common stock owned by the Selling Shareholder or
     request the registration for the offer or sale of any of the foregoing (or
     as to which the Selling Shareholder has the right to direct the disposition
     of) will be made for the periods specified in the Lockup Agreement,
     directly or indirectly, by such Selling Shareholder otherwise than
     hereunder or with the prior written consent of DBSI.

           (ii) In order to document the Underwriters' compliance with the
     reporting and withholding provisions of the Tax Equity and Fiscal
     Responsibility Act of 1982 and the


                                       16


<PAGE>


     Interest and Dividend Tax Compliance Act of 1983 with respect to the
     transactions herein contemplated, each of the Selling Shareholders agrees
     to deliver to you prior to or at the Closing Date a properly completed and
     executed United States Treasury Department Form W-8 or W-9 (or other
     applicable form or statement specified by Treasury Department regulations
     in lieu thereof).

           (iii) Such Selling Shareholder will not take, directly or indirectly,
     any action designed to cause or result in, or that has constituted or might
     reasonably be expected to constitute, the stabilization or manipulation of
     the price of any securities of the Company.

     5.       COSTS AND EXPENSES.

     The Company will pay all costs, expenses and fees incident to the
performance of the obligations of the Sellers under this Agreement, including,
without limiting the generality of the foregoing, the following: accounting fees
of the Company; the fees and disbursements of counsel for the Company; the cost
of printing and delivering to, or as requested by, the Underwriters copies of
the Registration Statement, Preliminary Prospectuses, the Prospectus, this
Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation
Letter, the Listing Application, the Blue Sky Survey and any supplements or
amendments thereto; the filing fees of the Commission; the filing fees and
expenses (including legal fees and disbursements) incident to securing any
required review by the NASD of the terms of the sale of the Shares; the Listing
Fee of the New York Stock Exchange; and the expenses, including the fees and
disbursements of counsel for the Underwriters, incurred in connection with the
qualification of the Shares under State securities or Blue Sky laws. Any
transfer taxes imposed on the sale of the Shares to the several Underwriters
will be paid by the Company or the Selling Shareholders, as the case may be. The
Company shall not, however, be required to pay for any of the Underwriters
expenses (other than those related to qualification under NASD regulation and
State securities or Blue Sky laws) except that, if this Agreement shall not be
consummated because the conditions in Section 6 hereof are not satisfied, or
because this Agreement is terminated by the Representatives pursuant to Section
11 hereof, or by reason of any failure, refusal or inability on the part of the
Company or the Selling Shareholders to perform any undertaking or satisfy any
condition of this Agreement or to comply with any of the terms hereof on their
part to be performed, unless such failure to satisfy said condition or to comply
with said terms be due to the default or omission of any Underwriter, then the
Company shall reimburse the several Underwriters for reasonable out-of-pocket
expenses, including fees and disbursements of counsel, reasonably incurred in
connection with investigating, marketing and proposing to market the Shares or
in contemplation of performing their obligations hereunder; but the Company and
the Selling Shareholders shall not in any event be liable to any of the several
Underwriters for damages on account of loss of anticipated profits from the sale
by them of the Shares.

     6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

     The several obligations of the Underwriters to purchase the Firm Shares on
the Closing Date and the Option Shares, if any, on the Option Closing Date are
subject to the accuracy,


                                       17


<PAGE>




as of the Closing Date or the Option Closing Date, as the case may be, of the
representations and warranties of the Company and the Selling Shareholders
contained herein, and to the performance by the Company and the Selling
Shareholders of their covenants and obligations hereunder and to the following
additional conditions:

     (a) The Registration Statement and all post-effective amendments thereto
shall have become effective and any and all filings required by Rule 424 and
Rule 430A of the Rules and Regulations shall have been made, and any request of
the Commission for additional information (to be included in the Registration
Statement or otherwise) shall have been disclosed to the Representatives and
complied with to their reasonable satisfaction. No stop order suspending the
effectiveness of the Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall have been taken or,
to the knowledge of the Company or the Operating Company, shall be contemplated
by the Commission and no injunction, restraining order, or order of any nature
by a Federal or state court of competent jurisdiction shall have been issued as
of the Closing Date which would prevent the issuance of the Shares.

     (b) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be,

           (i) the opinion of Cadwalader Wickersham & Taft, counsel for the
     Company, dated the Closing Date or the Option Closing Date, as the case may
     be, addressed to the Underwriters (and stating that it may be relied upon
     by counsel to the Underwriters) to the effect that:

                            (A) each of the Company, the Operating Company and
                  its subsidiaries is validly existing as a corporation in good
                  standing under the laws of its jurisdiction of incorporation
                  and has the corporate power and authority to carry on its
                  business as described in the Prospectus and to own, lease and
                  operate its properties;

                           (B) the Shares to be issued and sold by the Company
                  hereunder have been duly authorized and, when issued and
                  delivered to the Underwriters against payment therefor as
                  provided by this Agreement, will be validly issued, fully paid
                  and non-assessable, and the issuance of such Shares will not
                  be subject to any preemptive or similar rights;

                           (C) this Agreement has been duly authorized, executed
                  and delivered by each of the Company and the Operating
                  Company;

                           (D) the authorized capital stock of the Company
                  conforms as to legal matters to the description thereof
                  contained in the Prospectus;

                           (E) the Registration Statement has become effective
                  under the Act, no stop order suspending its effectiveness has
                  been issued and no proceedings for that


                                       18

<PAGE>


                  purpose are, to the best of such counsel's knowledge after
                  due inquiry, pending before or contemplated by the Commission;

                           (F) the statements under the captions "Long Term
                  Incentive Plan", "Common Stock Purchase Arrangements Before
                  the Public Offering", "Corporate Reorganization", "Description
                  of Capital Stock, Certificate of Incorporation and Bylaws",
                  "Shares Eligible for Future Sale" and "Underwriting" in the
                  Prospectus and Item 15 of Part II of the Registration
                  Statement, insofar as such statements constitute a summary of
                  the legal matters, documents or proceedings referred to
                  therein, fairly present the information called for with
                  respect to such legal matters, documents and proceedings;

                           (G) the execution, delivery and performance of this
                  Agreement by the Company and the Operating Company, the
                  compliance by the Company and the Operating Company with all
                  the provisions hereof and the consummation of the transactions
                  contemplated hereby will not (1) require any consent,
                  approval, authorization or other order of, or qualification
                  with, any court or governmental body or agency (except such as
                  may be required under the securities or Blue Sky laws of the
                  various states), (2) conflict with or constitute a breach of
                  any of the terms or provisions of, or a default under, the
                  charter or by-laws of the Company, the Operating Company or
                  any of its subsidiaries or any indenture, loan agreement,
                  mortgage, lease or other agreement or instrument that is
                  material to the Company, the Operating Company and its
                  subsidiaries, taken as a whole, to which the Company, the
                  Operating Company or any of its subsidiaries is a party or by
                  which the Company, the Operating Company or any of its
                  subsidiaries or their respective property is bound, (3)
                  violate or conflict with any applicable law or any rule,
                  regulation, judgment, order or decree of any court or any
                  governmental body or agency having jurisdiction over the
                  Company, the Operating Company, any of its subsidiaries or
                  their respective property or (4) result in the suspension,
                  termination or revocation of any Authorization of the Company,
                  the Operating Company or any of its subsidiaries or any other
                  impairment of the rights of the holder of any such
                  Authorization;

                           (H) the Company is not and, after giving effect to
                  the offering and sale of the Shares and the application of the
                  proceeds thereof as described in the Prospectus, will not be,
                  an "investment company" as such term is defined in the
                  Investment Company Act of 1940, as amended;

                           (I) to the best of such counsel's knowledge after due
                  inquiry, there are no contracts, agreements or understandings
                  between the Company or the Operating Company and any person
                  granting such person the right to require the Company or the
                  Operating Company to file a registration statement under the
                  Act with respect to any securities of the Company or to
                  require the Company to include such securities with the Shares
                  registered pursuant to the Registration Statement;

                                       19

<PAGE>


                           (J) (1) each document, if any, filed pursuant to the
                  Exchange Act and incorporated by reference in the Prospectus
                  (except for financial statements and other financial data
                  included therein as to which no opinion need be expressed)
                  complied when so filed as to form with the Exchange Act, (2)
                  the Registration Statement and the Prospectus and any
                  supplement or amendment thereto (except for the financial
                  statements and other financial data included therein as to
                  which no opinion need be expressed) comply as to form with the
                  Act, (3) such counsel has no reason to believe that at the
                  time the Registration Statement became effective or on the
                  date of this Agreement, the Registration Statement and the
                  prospectus included therein (except for the financial
                  statements and other financial data as to which such counsel
                  need not express any belief) contained any untrue statement of
                  a material fact or omitted to state a material fact required
                  to be stated therein or necessary to make the statements
                  therein not misleading, (4) such counsel has no reason to
                  believe that the Prospectus, as amended or supplemented, if
                  applicable (except for the financial statements and other
                  financial data, as aforesaid) contains any untrue statement of
                  a material fact or omits to state a material fact necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading and
                  (5) such counsel has no reason to believe that any of the
                  documents incorporated by reference in the Prospectus, when
                  they were so filed, contained an untrue statement of a
                  material fact or omitted to state a material fact necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made when such documents
                  were so filed, not misleading; such counsel need express no
                  opinion as to the financial statements or other financial or
                  statistical data contained in any such document incorporated
                  by reference in the Prospectus; and

                           (K) the consummation of the Merger did not or will
                  not contravene (1) any provision of applicable law, (2) the
                  respective charter or bylaws of the Company, the Operating
                  Company or the Merger Subsidiary or (3) to such counsel's
                  knowledge and except to the extent the Company has obtained
                  the requisite consent, any provision of any material agreement
                  or other material instrument binding upon the Company or the
                  Operating Company or any order, writ, injunction or decree of
                  any jurisdiction, court or governmental body, and no consent,
                  approval, authorization or order of any court or governmental
                  agency or body is or was required in connection with the
                  Merger, except such as have been obtained.

                  (ii) the opinion of Walter W. Bardenwerper, counsel for the
         Company, the Operating Company and the Selling Shareholders, dated the
         Closing Date or the Option Date, as the case may be, addressed to the
         Underwriters (and stating that it may be relied upon by counsel to the
         Underwriters) to the effect that:

                           (A) each of the Company, the Operating Company and
                  its subsidiaries has been duly incorporated, is validly
                  existing as a corporation in good standing under


                                       20

<PAGE>


                  the laws of its jurisdiction of incorporation and has the
                  corporate power and authority to carry on its business as
                  described in the Prospectus and to own, lease and operate its
                  properties;

                           (B) each of the Company, the Operating Company and
                  its subsidiaries is duly qualified and is in good standing as
                  a foreign corporation authorized to do business in each
                  jurisdiction in which the nature of its business or its
                  ownership or leasing of property requires such qualification,
                  except where the failure to be so qualified would not have a
                  material adverse effect on the business, prospects, financial
                  condition or results of operations of the Company, the
                  Operating Company and its subsidiaries, taken as a whole;

                           (C) all the outstanding shares of capital stock of
                  the Company (including the Shares to be sold by the Selling
                  Shareholders) have been duly authorized and validly issued and
                  are fully paid, non-assessable and not subject to any
                  preemptive or similar rights;

                           (D) the Shares to be issued and sold by the Company
                  hereunder have been duly authorized and, when issued and
                  delivered to the Underwriters against payment therefor as
                  provided by this Agreement, will be validly issued, fully paid
                  and non-assessable, and the issuance of such Shares will not
                  be subject to any preemptive or similar rights;

                           (E) all of the outstanding shares of capital stock of
                  the Operating Company and each of its subsidiaries have been
                  duly authorized and validly issued and are fully paid and
                  non-assessable, and, upon consummation of the Merger, will be
                  owned by the Company, directly or indirectly through one or
                  more subsidiaries, free and clear of any security interest,
                  claim, lien, encumbrance or adverse interest of any nature;

                           (F) this Agreement has been duly authorized, executed
                  and delivered by each of the Company and the Operating Company
                  and by or on behalf of each Selling Shareholder;

                           (G) none of the Company, the Operating Company nor
                  any of its subsidiaries is in violation of its respective
                  charter or by-laws and, to the best of such counsel's
                  knowledge after due inquiry, none of the Company, the
                  Operating Company nor any of its subsidiaries is in default in
                  the performance of any obligation, agreement, covenant or
                  condition contained in any indenture, loan agreement,
                  mortgage, lease or other agreement or instrument that is
                  material to the Company, the Operating Company and its
                  subsidiaries, taken as a whole, to which the Company, the
                  Operating Company or any of its subsidiaries is a party or by
                  which the Company, the Operating Company or any of its
                  subsidiaries or their respective property is bound;


                                       21

<PAGE>


                           (H) the execution, delivery and performance of this
                  Agreement by the Company and the Operating Company, the
                  compliance by the Company and the Operating Company with all
                  the provisions hereof and the consummation of the transactions
                  contemplated hereby will not (1) require any consent,
                  approval, authorization or other order of, or qualification
                  with, any court or governmental body or agency (except such as
                  may be required under the securities or Blue Sky laws of the
                  various states), (2) conflict with or constitute a breach of
                  any of the terms or provisions of, or a default under, the
                  charter or by-laws of the Company, the Operating Company or
                  any of its subsidiaries or any indenture, loan agreement,
                  mortgage, lease or other agreement or instrument that is
                  material to the Company, the Operating Company and its
                  subsidiaries, taken as a whole, to which the Company, the
                  Operating Company or any of its subsidiaries is a party or by
                  which the Company, the Operating Company or any of its
                  subsidiaries or their respective property is bound, (3)
                  violate or conflict with any applicable law or any rule,
                  regulation, judgment, order or decree of any court or any
                  governmental body or agency having jurisdiction over the
                  Company, the Operating Company, any of its subsidiaries or
                  their respective property or (4) result in the suspension,
                  termination or revocation of any Authorization of the Company,
                  the Operating Company or any of its subsidiaries or any other
                  impairment of the rights of the holder of any such
                  Authorization;

                           (I) after due inquiry, such counsel does not know of
                  any legal or governmental proceedings pending or threatened to
                  which the Company, the Operating Company or any of its
                  subsidiaries is or could be a party or to which any of their
                  respective property is or could be subject that are required
                  to be described in the Registration Statement or the
                  Prospectus and are not so described, or of any statutes,
                  regulations, contracts or other documents that are required to
                  be described in the Registration Statement or the Prospectus
                  or to be filed as exhibits to the Registration Statement that
                  are not so described or filed as required;

                           (J) none of the Company, the Operating Company nor
                  any of its subsidiaries has violated any Environmental Law,
                  any provisions of the Employee Retirement Income Security Act
                  of 1974, as amended, or any provisions of the Foreign Corrupt
                  Practices Act or the rules and regulations promulgated
                  thereunder, except for such violations which, singly or in the
                  aggregate, would not have a material adverse effect on the
                  business, prospects, financial condition or results of
                  operation of the Company, the Operating Company and its
                  subsidiaries, taken as a whole;

                           (K) each of the Company, the Operating Company and
                  its subsidiaries has such Authorizations of, and has made all
                  filings with and notices to, all governmental or regulatory
                  authorities and self-regulatory organizations and all courts
                  and other tribunals, including, without limitation, under any
                  applicable


                                       22


<PAGE>


                    Environmental Laws, as are necessary to own, lease, license
                    and operate its respective properties and to conduct its
                    business, except where the failure to have any such
                    Authorization or to make any such filing or notice would
                    not, singly or in the aggregate, have a material adverse
                    effect on the business, prospects, financial condition or
                    results of operations of the Company, the Operating Company
                    and its subsidiaries, taken as a whole; each such
                    Authorization is valid and in full force and effect and each
                    of the Company, the Operating Company and its subsidiaries
                    is in compliance with all the terms and conditions thereof
                    and with the rules and regulations of the authorities and
                    governing bodies having jurisdiction with respect thereto;
                    and no event has occurred (including, without limitation,
                    the receipt of any notice from any authority or governing
                    body) which allows or, after notice or lapse of time or
                    both, would allow, revocation, suspension or termination of
                    any such Authorization or results or, after notice or lapse
                    of time or both, would result in any other impairment of the
                    rights of the holder of any such Authorization; and such
                    Authorizations contain no restrictions that are burdensome
                    to the Company, the Operating Company or any of its
                    subsidiaries; except where such failure to be valid and in
                    full force and effect or to be in compliance, the occurrence
                    of any such event or the presence of any such restriction
                    would not, singly or in the aggregate, have a material
                    adverse effect on the business, prospects, financial
                    condition or results of operations of the Company, the
                    Operating Company and its subsidiaries, taken as a whole;

                           (L) to the best of such counsel's knowledge after
                    due inquiry, there are no contracts, agreements or
                    understandings between the Company or the Operating Company
                    and any person granting such person the right to require the
                    Company or the Operating Company to file a registration
                    statement under the Act with respect to any securities of
                    the Company or to require the Company to include such
                    securities with the Shares registered pursuant to the
                    Registration Statement;

                           (M) (1) such counsel has no reason to believe that at
                    the time the Registration Statement became effective or on
                    the date of this Agreement, the Registration Statement and
                    the prospectus included therein (except for the financial
                    statements and other financial data as to which such counsel
                    need not express any belief) contained any untrue statement
                    of a material fact or omitted to state a material fact
                    required to be stated therein or necessary to make the
                    statements therein not misleading, (2) such counsel has no
                    reason to believe that the Prospectus, as amended or
                    supplemented, if applicable (except for the financial
                    statements and other financial data, as aforesaid) contains
                    any untrue statement of a material fact or omits to state a
                    material fact necessary in order to make the statements
                    therein, in the light of the circumstances under which they
                    were made, not misleading and (3) such counsel has no reason
                    to believe that any of the documents incorporated by
                    reference in the Prospectus, when they were so filed,
                    contained an untrue statement of a material fact or omitted
                    to state a material fact

                                       23


<PAGE>


                    necessary in order to make the statements therein, in the
                    light of the circumstances under which they were made when
                    such documents were so filed, not misleading; such counsel
                    need express no opinion as to the financial statements or
                    other financial or statistical data contained in any such
                    document incorporated by reference in the Prospectus;

                           (N) each Selling Shareholder is the lawful owner of
                    the Shares to be sold by such Selling Shareholder pursuant
                    to this Agreement and has good and clear title to such
                    Shares, free of all restrictions on transfer, liens,
                    encumbrances, security interests, equities and claims
                    whatsoever;

                           (O) each Selling Shareholder has full legal right,
                    power and authority, and all authorization and approval
                    required by law, to enter into this Agreement and each of
                    the Power of Attorney and Custody Agreement and the Lockup
                    Agreement of such Selling Shareholder and to sell, assign,
                    transfer and deliver the Shares to be sold by such Selling
                    Shareholder in the manner provided herein and therein;

                           (P) each of the Power of Attorney and Custody
                    Agreement and the Lockup Agreement of each Selling
                    Shareholder has been duly authorized, executed and delivered
                    by such Selling Shareholder and is a valid and binding
                    instrument of such Selling Shareholder, enforceable in
                    accordance with its terms, and, pursuant to such Power of
                    Attorney and Custody Agreement, such Selling Shareholder
                    has, among other things, authorized the Attorneys, or any
                    one of them, to execute and deliver on such Selling
                    Shareholder's behalf this Agreement and any other document
                    they, or any one of them, may deem necessary or desirable in
                    connection with the transactions contemplated hereby and
                    thereby and to deliver the Shares to be sold by such Selling
                    Shareholder pursuant to this Agreement;

                           (Q) upon delivery of and payment for the Shares to be
                    sold by each Selling Shareholder pursuant to this Agreement,
                    good and clear title to such Shares will pass to the
                    Underwriters, free of all restrictions on transfer, liens,
                    encumbrances, security interests, equities and claims
                    whatsoever;

                           (R) the execution, delivery and performance of this
                    Agreement and each of the Power of Attorney and Custody
                    Agreement and the Lockup Agreement of each Selling
                    Shareholder by such Selling Shareholder, the compliance by
                    such Selling Shareholder with all the provisions hereof and
                    thereof and the consummation of the transactions
                    contemplated hereby and thereby will not (1) require any
                    consent, approval, authorization or other order of, or
                    qualification with, any court or governmental body or agency
                    (except such as may be required under the securities or Blue
                    Sky laws of the various states), (2) conflict with or
                    constitute a breach of any of the terms or provisions of, or
                    a default under, the organizational documents of such
                    Selling Shareholder, if such Selling Shareholder is not an
                    individual, or any indenture, loan agreement, mortgage,
                    lease or other agreement or instrument to


                                       24


<PAGE>


                    which such Selling Shareholder is a party or by which any
                    property of such Selling Shareholder is bound or (3) violate
                    or conflict with any applicable law or any rule, regulation,
                    judgment, order or decree of any court or any governmental
                    body or agency having jurisdiction over such Selling
                    Shareholder or any property of such Selling Shareholder; and

                           (S) the consummation of the Merger did not or will
                    not contravene (1) any provision of applicable law, (2) the
                    respective charter or bylaws of the Company, the Operating
                    Company or the Merger Subsidiary or (3) to such counsel's
                    knowledge and except to the extent the Company has obtained
                    the requisite consent, any provision of any material
                    agreement or other material instrument binding upon the
                    Company or the Operating Company or any order, writ,
                    injunction or decree of any jurisdiction, court or
                    governmental body, and no consent, approval, authorization
                    or order of any court or governmental agency or body is or
                    was required in connection with the Merger, except such as
                    have been obtained.

     In rendering such opinions, counsel may rely as to matters governed by the
laws of states other than the General Corporation Law of the state of Delaware
or Federal laws on local counsel in such jurisdictions, provided that in each
case counsel shall state that they believe that they and the Underwriters are
justified in relying on such other counsel.

     (c) The Representatives shall have received from Winston & Strawn, counsel
for the Underwriters, an opinion dated the Closing Date or the Option Closing
Date, as the case may be, substantially to the effect specified in subparagraphs
(B), (E), (G)(2) and (I) of Paragraph (b)(i) of this Section 6, and that the
Company is a duly organized and validly existing corporation under the laws of
the State of Delaware. In rendering such opinion, Winston & Strawn may rely as
to all matters governed other than by the laws of the State of New York or
Federal laws on the opinion of counsel referred to in Paragraph (b) of this
Section 6. In addition to the matters set forth above, such opinion shall also
include a statement to the effect that nothing has come to the attention of such
counsel which leads them to believe that (i) the Registration Statement, or any
amendment thereto, as of the time it became effective under the Act (but after
giving effect to any modifications incorporated therein pursuant to Rule 430A
under the Act) as of the Closing Date or the Option Closing Date, as the case
may be, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (ii) the Prospectus, or any supplement thereto, on
the date it was filed pursuant to the Rules and Regulations and as of the
Closing Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact, necessary in
order to make the statements, in the light of the circumstances under which they
are made, not misleading (except that such counsel need express no view as to
financial statements, schedules and statistical information therein). With
respect to such statement, Winston & Strawn may state that their belief is based
upon the procedures set forth therein, but is without independent check and
verification.

                                       25


<PAGE>

     (d) The Representatives shall have received at or prior to the Closing
Date from Winston & Strawn a memorandum or summary, in form and substance
satisfactory to the Representatives, with respect to the qualification for
offering and sale by the Underwriters of the Shares under the State
securities or Blue Sky laws of such jurisdictions as the Representatives may
reasonably have designated to the Company.

     (e) You shall have received, on each of the dates hereof, the Closing Date
and the Option Closing Date, as the case may be, a letter dated the date hereof,
the Closing Date or the Option Closing Date, as the case may be, in form and
substance satisfactory to you, from PricewaterhouseCoopers LLP, confirming that
they are independent public accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and stating that in their
opinion the financial statements and schedules examined by them and included in
the Registration Statement comply in form in all material respects with the
applicable accounting requirements of the Act and the related published Rules
and Regulations; and containing such other statements and information as is
ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the financial statements and certain financial and statistical
information contained in the Registration Statement and Prospectus.

     (f) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, a certificate or certificates signed by
John J. Haley and Carl D. Mautz, in their respective capacities as President and
Chief Financial Officer and Chief Financial Officer to the effect that, as of
the Closing Date or the Option Closing Date, as the case may be, each of them
severally represents as follows:

          (i) The Registration Statement has become effective under the Act and
     no stop order suspending the effectiveness of the Registration Statement
     has been issued, and no proceedings for such purpose have been taken or
     are, to his knowledge, contemplated by the Commission;

          (ii) The representations and warranties of the Company contained in
     Section 1 hereof are true and correct as of the Closing Date or the Option
     Closing Date, as the case may be;

          (iii) All filings required to have been made pursuant to Rules 424 or
     430A under the Act have been made;

          (iv) He or she has carefully examined the Registration Statement and
     the Prospectus and, in his or her opinion, as of the effective date of the
     Registration Statement, the statements contained in the Registration
     Statement were true and correct, and such Registration Statement and
     Prospectus did not omit to state a material fact required to be stated
     therein or necessary in order to make the statements therein not
     misleading, and since the effective date of the Registration Statement, no
     event has occurred which should have been set forth in a supplement to or
     an amendment of the Prospectus which has not been so set forth in such
     supplement or amendment; and


                                       26


<PAGE>


          (v) Since the respective dates as of which information is given in the
     Registration Statement and Prospectus, there has not been any material
     adverse change or any development involving a prospective material adverse
     change in or affecting the condition, financial or otherwise, of the
     Company and its Subsidiaries taken as a whole or the earnings, business,
     management, properties, assets, rights, operations, condition (financial or
     otherwise) or prospects of the Company and the Subsidiaries taken as a
     whole, whether or not arising in the ordinary course of business.

          (g) The Company and the Selling Shareholders shall have furnished to
the Representatives such further certificates and documents confirming the
representations and warranties, covenants and conditions contained herein and
related matters as the Representatives may reasonably have requested.

          (h) The Lockup Agreements described in Section 4(a)(x)(B) are in full
force and effect.

     The opinions and certificates mentioned in this Agreement shall be deemed
to be in compliance with the provisions hereof only if they are in all material
respects satisfactory to the Representatives and to Winston & Strawn, counsel
for the Underwriters.

     If any of the conditions hereinabove provided for in this Section 6 shall
not have been fulfilled when and as required by this Agreement to be fulfilled,
the obligations of the Underwriters hereunder may be terminated by the
Representatives by notifying the Company of such termination in writing or by
telegram at or prior to the Closing Date or the Option Closing Date, as the case
may be.

     In such event, the Selling Shareholders, the Company and the Underwriters
shall not be under any obligation to each other (except to the extent provided
in Sections 5 and 8 hereof).

     7. CONDITIONS OF THE OBLIGATIONS OF THE SELLERS.

     The obligations of the Sellers to sell and deliver the portion of the
Shares required to be delivered as and when specified in this Agreement are
subject to the conditions that at the Closing Date or the Option Closing Date,
as the case may be, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and in effect or proceedings
therefor initiated or threatened.

     8. INDEMNIFICATION.

     (a) The Company and the Operating Company each, jointly and severally,
agree:

          (1) to indemnify and hold harmless each Underwriter and each person,
     if any, who controls any Underwriter within the meaning of the Act, against
     any losses, claims, damages or liabilities to which such Underwriter or any
     such


                                       27

<PAGE>



     controlling person may become subject under the Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions or
     proceedings in respect thereof) arise out of or are based upon (i) any
     untrue statement or alleged untrue statement of any material fact contained
     in the Registration Statement, any Preliminary Prospectus, the Prospectus
     or any amendment or supplement thereto, (ii) the omission or alleged
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading any act or failure
     to act, or (iii) any alleged act or failure to act by any Underwriter in
     connection with, or relating in any manner to, the Shares or the offering
     contemplated hereby, and which is included as part of or referred to in any
     loss, claim, damage, liability or action arising out of or based upon
     matters covered by clause (i) or (ii) above (PROVIDED, that the Company and
     the Operating Company shall not be liable under this clause (iii) to the
     extent that it is determined in a final judgment by a court of competent
     jurisdiction that such loss, claim, damage, liability or action resulted
     directly from any such acts or failures to act undertaken or omitted to be
     taken by such Underwriter through its gross negligence or willful
     misconduct); PROVIDED, HOWEVER, that the Company and the Operating Company
     will not be liable in any such case to the extent that any such loss,
     claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement, or omission or alleged omission made
     in the Registration Statement, any Preliminary Prospectus, the Prospectus,
     or such amendment or supplement, in reliance upon and in conformity with
     written information furnished to the Company or the Operating Company by or
     through the Representatives specifically for use in the preparation
     thereof.

          (2) to reimburse each Underwriter and each such controlling person
     upon demand for any legal or other out-of-pocket expenses reasonably
     incurred by such Underwriter or such controlling person in connection with
     investigating or defending any such loss, claim, damage or liability,
     action or proceeding or in responding to a subpoena or governmental inquiry
     related to the offering of the Shares, whether or not such Underwriter or
     controlling person is a party to any action or proceeding. In the event
     that it is finally judicially determined that the Underwriters were not
     entitled to receive payments for legal and other expenses pursuant to this
     subparagraph, the Underwriters will promptly return all sums that had been
     advanced pursuant hereto.

     (b) The Selling Shareholders agree to indemnify the Underwriters and each
person, if any, who controls any Underwriter within the meaning of the Act,
against any losses, claims, damages or liabilities to which such Underwriter or
controlling person may become subject under the Act or otherwise to the same
extent as indemnity is provided by the Company pursuant to Section 8(a) above.
In no event, however, shall the liability of any Selling Shareholder for
indemnification under this Section 8(a) exceed the proceeds received by such
Selling Shareholder



                                       28


<PAGE>

from the Underwriters in the offering. This indemnity obligation will be in
addition to any liability which the Company or the Operating Company may
otherwise have.

     (c) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, the Operating Company, each of their directors, each of
their officers who have signed the Registration Statement, the Selling
Shareholders, and each person, if any, who controls the Company or the Operating
Company within the meaning of the Act, against any losses, claims, damages or
liabilities to which the Company, the Operating Company or any such director,
officer, Selling Shareholder or controlling person may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto, or (ii) the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances under
which they were made; and will reimburse any legal or other expenses reasonably
incurred by the Company, the Operating Company or any such director, officer,
Selling Shareholder or controlling person in connection with investigating or
defending any such loss, claim, damage, liability, action or proceeding;
provided, however, that each Underwriter will be liable in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission has been made in the Registration
Statement, any Preliminary Prospectus, the Prospectus or such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by or through the Representatives specifically for use
in the preparation thereof. This indemnity agreement will be in addition to any
liability which such Underwriter may otherwise have.

     (d) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to this Section 8, such person (the "indemnified party") shall promptly
notify the person against whom such indemnity may be sought (the "indemnifying
party") in writing. No indemnification provided for in Section 8(a), (b) or (c)
shall be available to any party who shall fail to give notice as provided in
this Section 8(d) if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced
by the failure to give such notice, but the failure to give such notice shall
not relieve the indemnifying party or parties from any liability which it or
they may have to the indemnified party for contribution or otherwise than on
account of the provisions of Section 8(a), (b) or (c). In case any such
proceeding shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party and shall
pay as incurred the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense. Notwithstanding the foregoing, the
indemnifying party shall pay as incurred (or within 30 days of presentation) the
reasonable fees and expenses of the counsel retained by the indemnified party in

                                       29




<PAGE>

the event (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel, (ii) the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them or (iii) the indemnifying party shall have failed to assume the
defense and employ counsel acceptable to the indemnified party within a
reasonable period of time after notice of commencement of the action. It is
understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm for all such
indemnified parties. Such firm shall be designated in writing by you in the case
of parties indemnified pursuant to Section 8(a) or (b) and by the Company in the
case of parties indemnified pursuant to Section 8(c). The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. In addition, the indemnifying party will not, without the prior
written consent of the indemnified party, settle or compromise or consent to the
entry of any judgment in any pending or threatened claim, action or proceeding
of which indemnification may be sought hereunder (whether or not any indemnified
party is an actual or potential party to such claim, action or proceeding)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action
or proceeding.

     (e) To the extent the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a), (b) or (c) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Selling Shareholders on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company and the Selling Shareholders on the
one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Selling Shareholders on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company and the Selling Shareholders
bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, the Operating Company or the Selling Shareholders on
the

                                       30


<PAGE>

one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     (f) The Company, the Selling Shareholders and the Underwriters agree that
it would not be just and equitable if contributions pursuant to this Section
8(f) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this Section 8(f). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to above in this Section 8(f) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (f), (i) no Underwriter shall
be required to contribute any amount in excess of the underwriting discounts and
commissions applicable to the Shares purchased by such Underwriter, (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation, and (iii) no Selling Shareholder
shall be required to contribute any amount in excess of the proceeds received by
such Selling Shareholder from the Underwriters in the offering. The
Underwriters' obligations in this Section 8(f) to contribute are several in
proportion to their respective underwriting obligations and not joint.

     (g) In any proceeding relating to the Registration Statement, any
Preliminary Prospectus, the Prospectus or any supplement or amendment thereto,
each party against whom contribution may be sought under this Section 8 hereby
consents to the jurisdiction of any court having jurisdiction over any other
contributing party, agrees that process issuing from such court may be served
upon him or it by any other contributing party and consents to the service of
such process and agrees that any other contributing party may join him or it as
an additional defendant in any such proceeding in which such other contributing
party is a party.

     (h) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company, the Operating Company and the
Selling Shareholders set forth in this Agreement shall remain operative and in
full force and effect, regardless of (i) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter, the Company, the
Operating Company, their directors or officers, the Selling Shareholders or any
persons controlling the Company or the Operating Company, (ii) acceptance of any
Shares and payment therefor hereunder, and (iii) any termination of this
Agreement. A successor to any Underwriter, or to the Company, the Operating
Company. their directors or officers, or any person controlling the Company or
the Operating Company, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 8.


                                       31


<PAGE>


     9. DEFAULT BY UNDERWRITERS.

     If on the Closing Date or the Option Closing Date, as the case may be, any
Underwriter shall fail to purchase and pay for the portion of the Shares which
such Underwriter has agreed to purchase and pay for on such date (otherwise than
by reason of any default on the part of the Company, the Operating Company or a
Selling Shareholder), you, as Representatives of the Underwriters, shall use
your reasonable efforts to procure within 36 hours thereafter one or more of the
other Underwriters, or any others, to purchase from the Company and the Selling
Shareholders such amounts as may be agreed upon and upon the terms set forth
herein, the Firm Shares or Option Shares, as the case may be, which the
defaulting Underwriter or Underwriters failed to purchase. If during such 36
hours you, as such Representatives, shall not have procured such other
Underwriters, or any others, to purchase the Firm Shares or Option Shares, as
the case may be, agreed to be purchased by the defaulting Underwriter or
Underwriters, then (a) if the aggregate number of shares with respect to which
such default shall occur does not exceed 10% of the Firm Shares or Option
Shares, as the case may be, covered hereby, the other Underwriters shall be
obligated, severally, in proportion to the respective numbers of Firm Shares or
Option Shares, as the case may be, which they are obligated to purchase
hereunder, to purchase the Firm Shares or Option Shares, as the case may be,
which such defaulting Underwriter or Underwriters failed to purchase, or (b) if
the aggregate number of shares of Firm Shares or Option Shares, as the case may
be, with respect to which such default shall occur exceeds 10% of the Firm
Shares or Option Shares, as the case may be, covered hereby, the Company or you
as the Representatives of the Underwriters will have the right, by written
notice given within the next 36-hour period to the parties to this Agreement, to
terminate this Agreement without liability on the part of the non-defaulting
Underwriters or of the Company, the Operating Company or of the Selling
Shareholders except to the extent provided in Section 8 hereof. In the event of
a default by any Underwriter or Underwriters, as set forth in this Section 9,
the Closing Date or Option Closing Date, as the case may be, may be postponed
for such period, not exceeding seven days, as you, as Representatives, may
determine in order that the required changes in the Registration Statement or in
the Prospectus or in any other documents or arrangements may be effected. The
term "Underwriter" includes any person substituted for a defaulting Underwriter.
Any action taken under this Section 9 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

         10.      NOTICES.

     All communications hereunder shall be in writing and, except as otherwise
provided herein, will be mailed, delivered, telecopied or telegraphed and
confirmed as follows: if to the Underwriters, to Deutsche Bank Securities Inc.,
One South Street, Baltimore, Maryland 21202. Attention: ; with a copy to
Deutsche Bank Securities Inc., 31 West 52nd Street, New York, New York 10019,
Attention: General Counsel; if to the Company, the Operating Company or the
Selling Shareholders, to


                                       32

<PAGE>


                           Watson Wyatt & Company Holdings
                           6707 Democracy Boulevard
                           Suite 800
                           Bethesda, Maryland 20817
                           Attention:  Secretary

and after November 1, 2000, to

                           Watson Wyatt & Company Holdings
                           1717 H Street, NW
                           Washington, DC 20006
                           Attention:  Secretary

     11. TERMINATION.

           (a) This Agreement may be terminated by you by notice to the Company
at any time prior to the Closing Date if any of the following has occurred: (i)
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, any material adverse change or any development
involving a prospective material adverse change in or affecting the condition,
financial or otherwise, of the Company, the Operating Company and their
Subsidiaries taken as a whole or the earnings, business, management, properties,
assets, rights, operations, condition (financial or otherwise) or prospects of
the Company, the Operating Company and their Subsidiaries taken as a whole,
whether or not arising in the ordinary course of business, (ii) any outbreak or
escalation of hostilities or declaration of war or national emergency or other
national or international calamity or crisis or change in economic or political
conditions if the effect of such outbreak, escalation, declaration, emergency,
calamity, crisis or change on the financial markets of the United States would,
in your reasonable judgment, make it impracticable or inadvisable to market the
Shares or to enforce contracts for the sale of the Shares, or (iii) suspension
of trading in securities generally on the New York Stock Exchange or the
American Stock Exchange or limitation on prices (other than limitations on hours
or numbers of days of trading) for securities on either such Exchange, (iv) the
enactment, publication, decree or other promulgation of any statute, regulation,
rule or order of any court or other governmental authority which in your opinion
materially and adversely affects or may materially and adversely affect the
business or operations of the Company or the Operating Company, (v) declaration
of a banking moratorium by United States or New York State authorities, (vi) any
downgrading, or placement on any watch list for possible downgrading, in the
rating of the Company's debt securities by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Exchange Act); (vii) the suspension of trading of the Company's common stock
by the New York Stock Exchange, the Commission, or any other governmental
authority or, (viii) the taking of any action by any governmental body or agency
in respect of its monetary or fiscal affairs which in your reasonable opinion
has a material adverse effect on the securities markets in the United States; or

     (b) as provided in Sections 6 and 9 of this Agreement.


                                       33

<PAGE>


     12. SUCCESSORS.

     This Agreement has been and is made solely for the benefit of the
Underwriters, the Company, the Operating Company and the Selling Shareholders
and their respective successors, executors, administrators, heirs and assigns,
and the officers, directors and controlling persons referred to herein, and no
other person will have any right or obligation hereunder. No purchaser of any of
the Shares from any Underwriter shall be deemed a successor or assign merely
because of such purchase.

     13. INFORMATION PROVIDED BY UNDERWRITERS.

     The Company, the Operating Company, the Selling Shareholders and the
Underwriters acknowledge and agree that the only information furnished or to be
furnished by any Underwriter to the Company for inclusion in any Prospectus or
the Registration Statement consists of the information set forth in the last
paragraph on the front cover page (insofar as such information relates to the
Underwriters), legends required by Item 502(d) of Regulation S-K under the Act
and the information under the caption "Underwriting" in the Prospectus.

     14. MISCELLANEOUS.

     The reimbursement, indemnification and contribution agreements contained in
this Agreement and the representations, warranties and covenants in this
Agreement shall remain in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of any
Underwriter or controlling person thereof, or by or on behalf of the Company,
the Operating Company or their directors or officers and (c) delivery of and
payment for the Shares under this Agreement.

     This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

     This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.

     If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Selling Shareholders, the
Company, the Operating Company and the several Underwriters in accordance with
its terms.

     Any person executing and delivering this Agreement as Attorney-in-Fact for
a Selling Shareholder represents by so doing that he has been duly appointed as
Attorney-in-Fact by such Selling Shareholder pursuant to a validly existing and
binding Power of Attorney which authorizes such Attorney-in-Fact to take such
action.

                            [signature page follows]


                                       34


<PAGE>





                                         Very truly yours,

                                         WATSON WYATT & COMPANY HOLDINGS

                                         By _____________________________
                                            Name:
                                            Title:

                                          WATSON WYATT & COMPANY

                                          By ____________________________
                                             Name:
                                             Title:

                                          Selling Shareholders listed on
                                          SCHEDULE II

                                          By _____________________________
                                                   Attorney-in-Fact


The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
ROBERT W. BAIRD & CO. INCORPORATED

As Representatives of the several
Underwriters listed on SCHEDULE I

By: Deutsche Bank Securities Inc.


By: _____________________________
        Authorized Officer


<PAGE>





                                   SCHEDULE I

                            SCHEDULE OF UNDERWRITERS

                                                         Number of Firm Shares

         UNDERWRITER                                         TO BE PURCHASED
         -----------                                     ---------------------

Deutsche Bank Securities Inc.
Banc of America Securities LLC
Robert W. Baird & Co. Incorporated







                                                                   __________

              Total                                                __________


<PAGE>




                                   SCHEDULE II

                        SCHEDULE OF SELLING SHAREHOLDERS


                                                         Number of Firm Shares
         SELLING SHAREHOLDER                                  TO BE SOLD
         -------------------                             ---------------------








                                                                   __________

                       Total                                       __________




<PAGE>


                                  SCHEDULE III

                            SCHEDULE OF OPTION SHARES

                                     Maximum Number              Percentage of
                                    of Option Shares            Total Number of
      NAME OF SELLER                   TO BE SOLD                OPTION SHARES
      --------------                ----------------            ----------------










                                                   ______                ______

                Total                              ______                 100%
                                                                         ------