**Exhibit 10.22**

 

5th Dated     July                           2006

 

 

 

 

 

 

WATSON WYATTLIMITED

 

and

 

HALIFAX CORPORATETRUSTEES LIMITED

 

 

WATSON WYATT SHARE INCENTIVE PLAN 2005

 

DEED OF AMENDMENT

 

 

 

 

 

 

 

 

 

 

 

One Silk Street

London EC2Y 8HQ

 

 

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

 

 

Ref 01/145/K Kelleher

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**Thisdeed** is made on     5July                               2006 between:

**(1)****                              Watson Wyatt Limited** (Number 05379716)whose registered office is Watson House, London Road, Reigate, Surrey, RH2 9PQ (the“**Company**”); and

**(2)****                              HalifaxCorporate Trustees Limited** (Number2045938) whose registered office is Trinity Road, Halifax, West Yorkshire, HX12RG (the “**Trustees**”).

**1**                                      Introduction

**1.1****                           **TheTrustees are the current trustee of the Watson Wyatt Share Incentive Plan (the “**Plan**”) which was established by deed dated 7 September 2005(the “**Trust Deed**”).

**1.2****                           **Sincethe Plan was adopted, a merger has been effected between Watson Wyatt &Company Holdings and Watson Wyatt Worldwide, Inc. Following this merger, WatsonWyatt & Company Holdings has changed its name to Watson Wyatt Worldwide,Inc.

**1.3****                           **UnderClause 14.2 of the Trust Deed the directors of the Company (or a dulyauthorised committee) and the Trustees may, together by deed at any time,change the Plan rules.

**1.4****                           **Inexercise of their power under Clause 14.2 of the Trust Deed, the directors ofthe Company and the Trustees wish to modify the Trust Deed by replacing thewords “Watson Wyatt & Companies Holdings” with the words “Watson WyattWorldwide, Inc.” throughout.

**1.5****                           **TheCompany and the Trustees have executed this deed to show that they agree to themodification.

**2**                                      Operative Part

The Trust Deed ismodified as follows:

In clause 1 of the Trustdeed, the definition of “Share” is deleted and replaced with the following:

‘“**Share**”means a share of Class A common stock of par value US$0.01 of Watson WyattWorldwide, Inc., which meets the requirements of Part 4 of Schedule 2, and anysecurity which forms part of any new holding referred to in paragraph 86, ofSchedule 2.

To give effect to itsprovisions this document has been executed as a deed on the date stated at thebeginning.

 
|                    |            | **EXECUTED AS A DEED by Watson Wyatt  Limited**acting by: |
|--------------------|------------|-----------------------------------------------------------|
|               | ** ** |
|               | ** ** |
|               |       | ** **                                                |
| /s/ C.  Ramamurthy |       |                                                      | Chandrasekhar Ramamurthy |
|               |       |                                                      | Director, Watson Wyatt Limited |
|               |       |                                                      |   |
| /s/ T. Ovington    |       |                                                      | Tim Ovington |
|               |       |                                                      | Head of HR, Watson Wyatt Limited |

 

1

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|        |   |            | **EXECUTED AS A DEED by Halifax  Corporate Trustees Limited**acting by: |
|--------|--------|------------|-------------------------------------------------------------------------|
|   |   | ** ** |
|   |   | ** ** |
|   |   |       |
|   |   |       | Director /s/ [illegible]                                                |
|   |   |       |                                                                    |
|   |   |       |                                                                    |
|   |   |       | Director/Secretary /s/ [illegible]                                      |

 

2

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