**Exhibit10.24**

**Rulesfor the Extraordinary Variable Pay 2005 of**

**WATSONWYATT**

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** **

**September, 2005**

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**Rules for the Extraordinary Variable Pay 2005 of**WATSONWYATT

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| Section                                          | ** ** | **Pages** | ** ** |
|--------------------------------------------------|------------|-----------|------------|
| **1.****   Description of the System** | ** ** | **3**     | ** ** |
| **2.****   Scope**                     | ** ** | **3**     | ** ** |
| **3.****   Basis of the System**       | ** ** | **3**     | ** ** |
| **4.****   Liquidation**               | ** ** | **3**     | ** ** |
| **5.****   General Rules**             | ** ** | **4**     | ** ** |

 

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**1.   Descriptionof the System**

The Extraordinary Variable Pay System 2005 of WatsonWyatt (hereinafter, “the System”) has the objective to reward the Associates asconsequence of the acquisition of assets and assumption of liabilities ofWatson Wyatt LLP for Watson Wyatt & Company Holdings, which has taken placethe 1st August 2005.

The System consists in an extraordinaryincentive, which will be paid in September 2005 and it is calculated as a percentageof the Annual Base Salary. The incentive will depend on the Associateperformance in 2005 and his/her Band.

**2.**   Scope

The System includes all Associates entitledto the variable pay in WATSON WYATT DE ESPAÑA,with the clarifications made in the following Section**.**

**3.**   Basisof the System

The basic structure of the System has two parts, asfollows:

·                  **Additional bonus for the 2 monthsperiod (May and June 2005)**. Thisbonus will be calculated as a pro-rata amount of the performance related bonusaward for FY05, increased in a percentage established for each Band.

·                  **“Business Combination Bonus”**: The accrual period will be 14 months, from1st May2004 to 31st June2005. The bonus will be payable to those associates in service at both 18January 2005 and the date of payment. The amount of this bonus will bedetermined by a percentage (established for each Band) on the performance bonusaward in FY05.

The amount of the System’s resulting bonus will becommunicated individually to each Associate in a separate document additionalto these Rules.

**4.   Liquidation**

The liquidation of the accrued bonus will be donethrough any of the following methods, at the Associate election:

·                  **Totally paid in cash.**The total amount of the extraordinarybonus 2005 will be paid in cash, according to the usual procedure for theannual performance bonus payment, which is through the payroll of the month ofpayment.

·                  **Totally paid in Watson Wyatt & Company Holdings shares,**witha 12,000€ limit. Any amount which exceeds this limit will be paid in cash.

·                  **Payment partially in cash and in Watson Wyatt & Company Holdingsshares.**The Associate****will be ableto chose which amount wants to be paid in cash and in shares, the last with alimit of 12,000€.

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**5.   GeneralRules**

·                  **Method of payment selection**: the Associate should choice themethod of payment of the bonus before the 12th, September, through writtencommunication to the Office Administrator (Cristina Hernando). In thiscommunication should declare the method of payment chosen, the amount wished toreceive in cash and/or shares and the current or securities account where thepayment should be made. (See form in the Appendix I).

·                  **Payment in shares:**If the Associate****choseany of the alternatives of payment in shares, he/she should take into account:

## ·                  Theshares will belong to Watson Wyatt & Company Holdings, company quoted in NYSEand will be placed in the securities account which he/she declare.

## ·                  Thecurrent Personal Income Tax regulationsprovides for a €12,000 exemption applicable to labour income consisting in the deliveryof shares for free or below their market price by a company to its activeemployees, including the delivery of shares of the group’s parent company toactive employees of its subsidiaries, if the Associate keeps the shares, atleast, three years.

## ·                  ThoseAssociates whose salary won’t reach the Social Security maximum limit (33,760.8€)should pay the employee Social Security instalment corresponding to the amountin shares that exceed 3,005.06€. This exemption only operates if the shares arekept, at least, during three years. If the Associate sell the shares before theaforementioned period the total amount will be taxed.

## ·                  Ifthe Associate chose the total o partial payment in shares, these will be taxexempt, except if the Associate sell them before the end of the three yearsperiod. If this happens, the Associate will be responsible for thecomplementary tax declaration but he/she will also have to communicate the sellof the shares to WATSON WYATT DE ESPAÑA in order to regularize the SocialSecurity payments.

·                  Those Associate who chose the payment in cashor should received in cash the amount which exceed the shares limit willreceive the corresponding amount, deducted Personal Income Tax and SocialSecurity payments.

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**APPENDIXI**

**EXTRAORDINAY VARIABLE PAY SYSTEM 2005 OF WATSONWYATT**

**PAY REQUEST FORM**

 

TO WATSON WYATT DE ESPAÑA, S.A.

 

 

 

 

                                                                             (Complete name and surname of Associate)

                                                                             (Address)

 

 

 

 

Thought this document I express my wish that theresulting bonus from the Extraordinary Variable Pay System 2005 will beliquidated to me (mark what you wish):
| · |   | Totally in cash                                                                                                                                                                              |   | o      |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |   |                                                                                                                                                                                         |   |   |
| · |   | Totally in Watson Wyatt & Company Holdings  shares                                                                                                                                       |   | o      |
|   |   |                                                                                                                                                                                         |   |   |
| · |   | € in cash and                    € in its equivalent in Watson Wyatt & Company Holdings shares |   | o      |

 

This liquidation will be done according to theconditions established in the Rules of the System, which I declare to know andaccept. I request that the pay in of the liquidation will be done in mycurrent/securities account           

The Associate

In                      ,the                     of                   of

 

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