Prepared by MerrillDirect





Exhibit 10.2


CONSENT


             THIS CONSENT
(this "Consent"), dated as of June 15, 2001, to the Credit
Agreement referenced below, is by and among Watson Wyatt & Company, a
Delaware corporation (the "Borrower"), Watson Wyatt &
Company Holdings, a Delaware corporation (the "Parent"), the
Domestic Subsidiaries of the Parent identified on the signature pages hereto as
"Subsidiary Guarantors" (the "Subsidiary Guarantors"),
the Banks identified on the signature pages hereto and Bank of America, N.A., a
national banking association formerly known as NationsBank, N.A., as agent for
the Banks (in such capacity, together with any successor in such capacity, the
"Agent").


W I T N E S S E T H


             WHEREAS, a $120
million credit facility has been extended to the Borrower pursuant to the terms
of that Credit Agreement (as amended, modified, supplemented and extended from
time to time, the "Credit Agreement") dated as of June 30,
1998 among the Borrower, the Parent, the Subsidiary Guarantors, the Banks
identified therein and the Agent;


             WHEREAS,
pursuant to the First Amendment to the Credit Agreement (the "First
Amendment") dated as of October 6, 2000, the Banks consented to the
release of the Liens, in favor of the Agent, for the benefit of the Banks, on
the Employee Pledged Shares sold in connection with the initial public offering
of the common stock of the Parent; provided that the Liens on the
Employee Pledged Shares which were not sold in connection with the IPO shall
not be released and shall remain in full force and effect;


             WHEREAS, in
connection with a secondary public offering of the common stock of the Parent
(the "Secondary Offering"), certain Persons propose to sell
certain Employee Pledged Shares and have requested that the Agent, with the
consent of the Majority Banks, release the Liens in favor of the Agent, for the
benefit of the Banks, on those Employee Pledged Shares sold by such Persons in
connection with the Secondary Offering; and


             WHEREAS, the
Majority Banks have agreed to the requested release on the terms and conditions
set forth herein.


             NOW, THEREFORE,
IN CONSIDERATION of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


             1.          Release of Liens on Employee Pledged
Shares.  The Majority Banks hereby
consent to the release of the Liens in favor of the Agent, for the benefit of
the Banks, on those Employee Pledged Shares sold in the Secondary Offering, provided
that in the event any Person that sells any Employee Pledged Shares in the
Secondary Offering does not, within thirty (30) days of the date such person
receives the proceeds from such sale, make payment on such Person's Employee
Loans in the amount and in the manner set forth in the Employee Note and
Employee Pledge Agreement of such Person, the Borrower shall (and by execution
hereof the Borrower agrees it shall) promptly make such payment to the Lenders
in such amount and such manner.


             2.          Letter
of Credit Sublimit.  The sublimit
for LOC Obligations as referenced in clause (i) of the proviso in the first
sentence of Section 2.5(a) of the Credit Agreement is increased from
"$10,000,000" to "$40,000,000".




             3.          Conditions Precedent.  This Consent shall be effective upon
receipt by the Agent of multiple counterparts of this Consent executed by the
Borrower, the Parent, the Subsidiary Guarantors and the Majority Banks.


             4.          Reaffirmation of Representations
and Warranties.  The Borrower hereby
affirms that the representations and warranties set forth in the Credit Agreement
and the other Credit Documents are true and correct as of the date hereof
(except those which expressly relate to an earlier period).


             5.          Reaffirmation of Guaranty.  Each
Guarantor (i) acknowledges and consents to all of the terms and conditions of
this Consent, (ii) affirms all of its obligations under the Credit Documents
and (iii) agrees that this Consent and all documents executed in connection
herewith do not operate to reduce or discharge such Guarantor's obligations
under the Credit Agreement or the other Credit Documents.


             6.          No Other Changes.  Except as modified hereby, all of the terms
and provisions of the Credit Agreement and the other Credit Documents
(including schedules and exhibits thereto) shall remain in full force and
effect.


             7.          Counterparts.  This Consent may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original and it shall not be necessary in making proof of this Consent to
produce or account for more than one such counterpart.


             8.          Governing Law.  This Consent shall be deemed to be a
contract made under, and for all purposes shall be construed in accordance
with, the laws of the State of North Carolina.


[Remainder
of Page Intentionally Left Blank]


IN WITNESS WHEREOF, each of the
parties hereto has caused a counterpart of this Consent to be duly executed and
delivered as of the date first above written.


 


	BORROWER	 	WATSON
  WYATT & COMPANY  	 
	 	 	 	(d/b/a
  Watson Wyatt Worldwide),  	 
	 	 	 	 a Delaware corporation	 
	 	 	 	 	 	 	 
	ATTEST:	/s/
  Walter W. Bardenwerper	 	By: 	 	/s/ Eric B. Schweizer	 
	Name:	Walter
  W. Bardenwerper	 	Name:	 	Eric B. Schweizer	 
	Title:	Secretary	 	Title:	 	Treasurer	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	PARENT	 	WATSON WYATT & COMPANY
  HOLDINGS, INC.,  	 
	 	 	 	a
  Delaware corporation  	 
	 	 	 	 	 	 	 
	ATTEST:	/s/
  James S. Minogue	 	By:	 	/s/
  Walter W. Bardenwerper	 
	Name:	James
  S. Minogue	 	Name:	 	Walter
  W. Bardenwerper	 
	Title:	Assistant
  Secretary	 	Title:	 	Vice
  President	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	SUBSIDIARY
  GUARANTORS	 	WATSON
  WYATT INVESTMENT CONSULTING, INC.,  	 
	 	 	 	a
  Delaware corporation  	 
	 	 	 	WYATT
  DATA SERVICES, INC.,  	 
	 	 	 	a
  Delaware corporation  	 
	 	 	 	WATSON
  WYATT INTERNATIONAL, INC.,  	 
	 	 	 	a
  Nevada corporation  	 
	 	 	 	 	 	 	 
	ATTEST:	/s/
  Walter W. Bardenwerper	 	By:
  	 	/s/
  Eric B. Schweizer	 
	Name:	Walter
  W. Bardenwerper	 	Name:	 	Eric
  B. Schweizer	 
	Title:	Secretary of each of the
  Subsidiary Guarantors	 	Title:	 	Treasurer of each of the
  Subsidiary Guarantors	 
	 	 	 	 	 	 	 
								



 


 





 


	BANKS	BANK OF AMERICA, N.A., as a
  Bank and as Agent	 
	 	 	 
	 	By: 	/s/ John E. Williams	 
	 	Name:	John E. Williams	 
	 	Title:	Managing Director	 
	 	 	 
	 	PNC BANK, NATIONAL
  ASSOCIATION	 
	 	 	 
	 	By:	 
	 	 	

	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	COMERICA BANK	 
	 	 	 
	 	By: 	/s/ Jeffrey M. Lafferty	 
	 	Name:	Jeffrey M. Lafferty	 
	 	Title:	Account Representative	 
	 	 	 
	 	 FIRST UNION NATIONAL BANK	 
	 	 	 
	 	By: 	/s/ Michael Romanzo	 
	 	Name:	Michael Romanzo	 
	 	Title:	Assistant Vice President	 
	 	 	 
	 	SUNTRUST BANK	 
	 	 	 
	 	By: 	/s/ Nancy R. Petrash	 
	 	Name:	Nancy R. Petrash	 
	 	Title:	Director	 
	 	 	 
	 	THE BANK OF NOVA SCOTIA	 
	 	 	 
	 	By: 	/s/ Todd Meller	 
	 	Name:	Todd Meller	 
	 	Title:	Managing Director