**Exhibit10.26**

**AMENDMENT TO CREDIT AGREEMENT**

**THIS AMENDMENT TO CREDIT AGREEMENT**(the “Agreement”) is made and entered into as of this 21st day of June, 2007,by and between SUNTRUST BANK, in its capacity as Administrative Agent for theLenders (as such terms are defined below), and WATSON WYATT & COMPANY, aDelaware corporation (the “Borrower”).

**RECITALS**

# A.                                   Pursuantto that certain Amended and Restated Revolving Credit Agreement dated as ofJuly 11, 2005, by and between the Borrower, the several Lenders and otherfinancial institutions and lenders from time to time party hereto (the “Lenders”),SunTrust Bank, in its capacity as administrative agent for the Lenders (the “AdministrativeAgent”), as issuing Lender (the “Issuing Lender”) and as swingline lender (the “SwinglineLender”) (as amended from time to time, the “Credit Agreement”), the Lendershave agreed to make Revolving Credit Loans from time to time in a principalamount of up to $300,000,000 (the “Loans”). Capitalized terms not otherwise defined herein shall have the meaningsgiven such terms in the Credit Agreement.

# B.                                     TheBorrower has requested that the Lenders make certain amendments to the CreditAgreement.

# C.                                     TheLenders are willing to make certain amendments to the Credit Agreement on theterms and conditions set forth herein.

**AGREEMENT**

In consideration of theRecitals and of the mutual promises and covenants contained herein, theAdministrative Agent, Issuing Bank, Swingline Lender, Lenders and the Borroweragree as follows:

## 1.                                       **Amendments to Credit Agreement**.  The Credit Agreement is hereby amended to addthe following (j) to Section 7.4 to the Credit Agreement:

## “(j)                               thatcertain transaction in which the Borrower, or a member of the ConsolidatedGroup, intends to acquire 100 percent of the operations of Dr. Dr. HeissmannGmbH (the “Target”) and certain other entities affiliated or related to theTarget.”

## 2.                                       **Representations and Warranties**.  The Borrower hereby represents and warrantsto the Lenders as follows:

### (a)                                  **Corporate Power; Authorization**.  The Borrower has the corporate power, and hasbeen duly authorized by all requisite corporate action, to execute and deliverthis Agreement and to perform its obligations hereunder.  This Agreement has been duly executed anddelivered by the Borrower.

### (b)                                 **Enforceability**.  This Agreement is the legal, valid andbinding obligation of the Borrower, enforceable against the Borrower inaccordance with its terms.

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### (c)                                  **No Violation**.  The Borrower’s execution, delivery andperformance of this Agreement do not and will not (i) violate any law, rule,regulation or court order to which the Borrower is  subject; (ii) conflict with or result in abreach of the Borrower’s Articles of Incorporation or Bylaws or any agreementor instrument to which the Borrower is party or by which it or its propertiesare bound, or (iii) result in the creation or imposition of any lien, securityinterest or encumbrance on any property of the Borrower, whether now owned orhereafter acquired, except liens (if any) created under the Credit Agreement.

### (d)                                 **Obligations Absolute**.  The obligation of the Borrower to repay theLoans, together with all interest accrued thereon, is absolute andunconditional, and there exists no right of set off or recoupment, counterclaimor defense of any nature whatsoever to payment of the Obligations.

## 3.                                       **Effect and Construction of Agreement.**  Except as expressly provided herein, theCredit Agreement and the Loan Documents shall remain in full force and effectin accordance with their respective terms, and this Agreement shall not beconstrued to:

#### (i)                                     waive or impairany rights, powers or remedies of the Lenders under the Credit Agreement andthe Loan Documents; or

#### (ii)                                  constitute anagreement by the Lenders or require the Lenders to waive additional defaults ormake further amendments to the Credit Agreement.

In the event of anyinconsistency between the terms of this Agreement and the Credit Agreement orany of the Loan Documents, this Agreement shall govern.  The Borrower acknowledges that it hasconsulted with counsel and with such other experts and advisors as it hasdeemed necessary in connection with the negotiation, execution and delivery ofthis Agreement.  This Agreement shall beconstrued without regard to any presumption or rule requiring that it beconstrued against the party causing this Agreement or any part hereof to bedrafted.

## 4.                                       **Miscellaneous**.

### (a)                                  **Further Assurance**.  The Borrower agrees to execute such other andfurther documents and instruments as the Lenders may request to implement theprovisions of this Agreement.

### (b)                                 **Benefit of Agreement**.  This Agreement shall be binding upon andinure to the benefit of and be enforceable by the parties hereto, theirrespective successors and assigns.  Noother person or entity shall be entitled to claim any right or benefithereunder, including, without limitation, the status of a third-partybeneficiary of this Agreement.

### (c)                                  **Integration**.  This Agreement, together with the CreditAgreement, and the Loan Documents, constitutes the entire agreement andunderstanding among the parties relating to the subject matter hereof, andsupersedes all prior proposals, negotiations, agreements and understandingsrelating to such subject matter.  Inentering into this Agreement, the Borrower acknowledges that it is relying onno statement, representation, warranty, covenant or 

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### agreement of any kind made by the Lenders orany employee or agent of the Lenders, except for the agreements of the Lendersset forth herein.

### (d)                                 **Severability**.  The provisions of this Agreement are intendedto be severable.  If any provisions ofthis Agreement shall be held invalid or unenforceable in whole or in part inany jurisdiction, such provision shall, as to such jurisdiction, be ineffectiveto the extent of such invalidity or enforceability without in any manneraffecting the validity of enforceability of such provision in any otherjurisdiction or the remaining provisions of this Agreement in any jurisdiction.

### (e)                                  **Governing Law**.  This Agreement shall be governed by andconstrued in accordance with the internal substantive laws of the State of NewYork, without regard to the choice of law principles of such state.

### (f)                                    **Counterparts; Telecopied Signatures**.  This Agreement may be executed in any numberof counterparts and by different parties to this Agreement on separatecounterparts, each of which, when so executed, shall be deemed an original, butall such counterparts shall constitute one and the same agreement.  Any signature delivered by a party byfacsimile transmission shall be deemed to be an original signature hereto.

### (g)                                 **Notices**.  Any notices with respect to this Agreementshall be given in the manner provided for in Section 10.1 of the CreditAgreement.

### (h)                                 **Amendment**.  No amendment, modification, rescission,waiver or release of any provision of this Agreement shall be effective unlessthe same shall be in writing and signed by the parties hereto.

*{Remainder of page intentionallyleft blank — signatures appear on the following page}*

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the day and year first above written.
|            | **SUNTRUST BANK**                                  |
|------------|----------------------------------------------------|
| ** ** | **as Administrative Agent, as Issuing Lender and** |
|       | **as Swingline Lender**                            |
|       |                                               |   |
|       |                                               |   |
|       | By:                                                |   /s/ Van Buren Knick II |   |
| ** ** |                                               | Name: Van Buren Knick II |
|       |                                               | Title: Director |
|       |                                               |   |
|       |                                               |   |
|       |                                               | Revolving Commitment: $55,000,000 |
|       |                                               |   |
|       |                                               |   |
|       | **WATSON WYATT & COMPANY**                     |
|       |                                               |   |
|       |                                               |   |
|       | By:                                                |   /s/ Michael J. O’Boyle |   |
|       |                                               |   Michael  J. O’Boyle |
|       |                                               | Treasurer |
|            |                                                    |  |  |  |

 

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PARENTGUARANTOR 

ACKNOWLEDGEMENT,CONSENT AND RATIFICATION

The undersigned, WATSON WYATT WORLDWIDE, INC.(formerly WATSON WYATT & COMPANY HOLDINGS), a Delaware corporation (the “Guarantor”), (a) is a guarantor pursuant to that certain Parent Guaranty Agreement datedas of June 30, 2004 by such Guarantor in favor of SUNTRUST BANK, a Georgiabanking corporation, as administrative agent (the “Administrative Agent”) forthe several banks and other financial institutions (the “Lenders”) from time totime party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b)hereby acknowledges and consents to the amendments described in the Amendment,(c) ratifies and confirms such Parent Guaranty Agreement as being in full forceand effect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.

 
| ** ** | **GUARANTOR:**                |
|------------|-------------------------------|
| ** ** | ** **                    |
|       | WATSON WYATT  WORLDWIDE, INC. |
|       |                          |
|       | By:                           |   | /s/ Michael J.  O’Boyle |   |
|       | Michael J.  O’Boyle      |
|       | Treasurer                     |
|            |                               |  |  |  |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

The undersigned, WATSON WYATT INSURANCE CONSULTING,INC., a Delaware corporation (the “Guarantor” ), (a) is a guarantor pursuant tothat certain Subsidiary Guaranty Agreement dated as of June 30, 2004 by suchGuarantor in favor of SUNTRUST BANK, a Georgia banking corporation, asadministrative agent (the “Administrative Agent”) for the several banks andother financial institutions (the “Lenders”) from time to time party to theCredit Agreement described in theforegoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c)ratifies and confirms such Subsidiary Guaranty Agreement as being in full forceand effect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.

 
| ** ** | **GUARANTOR:**           |
|------------|--------------------------|
| ** ** | ** **               |
|       | WATSON WYATT  INSURANCE  |
|       | CONSULTING, INC.         |
|       |                     |
|       | By:                      |   | /s/ Michael J.  O’Boyle |   |
|       | Michael J.  O’Boyle |
|       | Treasurer                |
|            |                          |  |  |  |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

The undersigned, WATSON WYATT INVESTMENT CONSULTING,INC., a Delaware corporation (the “Guarantor” ), (a) is a guarantor pursuant tothat certain Subsidiary Guaranty Agreement dated as of June 30, 2004 by suchGuarantor in favor of SUNTRUST BANK, a Georgia banking corporation, asadministrative agent (the “Administrative Agent”) for the several banks andother financial institutions (the “Lenders”) from time to time party to theCredit Agreement described in theforegoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c)ratifies and confirms such Subsidiary Guaranty Agreement as being in full forceand effect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.
| ** ** | **GUARANTOR:**           |
|------------|--------------------------|
| ** ** | ** **               |
|       | WATSON WYATT  INVESTMENT |
|       | CONSULTING, INC.         |
|       |                     |   |
|       | By:                      |   | /s/ Carl Hess |   |
|       | Carl Hess                |
|       | Director                 |
|            |                          |  |  |  |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

The undersigned, WYATT DATA SERVICES, INC., a Delawarecorporation (the “Guarantor” ), (a) is a guarantor pursuant to thatcertain Subsidiary Guaranty Agreement dated as of June 30, 2004 by suchGuarantor in favor of SUNTRUST BANK, a Georgia banking corporation, asadministrative agent (the “Administrative Agent”) for the several banks andother financial institutions (the “Lenders”) from time to time party to theCredit Agreement described in theforegoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c)ratifies and confirms such Subsidiary Guaranty Agreement as being in full forceand effect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.

 
| ** ** | **GUARANTOR:**             |
|------------|----------------------------|
| ** ** | ** **                 |
|       | WYATT DATA  SERVICES, INC. |
|       |                       |
|       | By:                        |   | /s/ Michael J.  O’Boyle |   |
|       | Michael J.  O’Boyle   |
|       | Treasurer                  |
|            |                            |  |  |  |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

The undersigned, WATSONWYATT INTERNATIONAL, INC., a Nevada corporation (the “Guarantor” ), (a) is aguarantor pursuant to that certain Subsidiary Guaranty Agreement dated as ofJune 30, 2004 by such Guarantor in favor of SUNTRUST BANK, a Georgia bankingcorporation, as administrative agent (the “Administrative Agent”) for theseveral banks and other financial institutions (the “Lenders”) from time totime party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b)hereby acknowledges and consents to the amendments described in the Amendment,(c) ratifies and confirms such Subsidiary Guaranty Agreement as being in fullforce and effect and reaffirms its obligations thereunder, as modified, aftergiving effect to the Amendment.
| ** ** | **GUARANTOR:**                      |
|------------|-------------------------------------|
| ** ** | ** **                          |
|       | WATSON WYATT  INTERNATIONAL,   INC. |
|       |                                |
|       | By:                                 |   | /s/ Michael J.  O’Boyle |   |
|       | Michael J.  O’Boyle            |
|       | Treasurer                           |
|            |                                     |  |  |  |

 

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PLEDGORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

The undersigned, WatsonWyatt Worldwide, Inc. (formerly WATSON WYATT & COMPANY HOLDINGS), aDelaware corporation (the “Pledgor” ), (a) is a pledgor pursuant to thatcertain Pledge Agreement dated as of June 30, 2004 by such Pledgor Guarantor infavor of SUNTRUST BANK, a Georgia banking corporation, as administrative agent(the “Administrative Agent”) for the several banks and other financialinstitutions (the “Lenders”) from time to time party to the Credit Agreement described in the foregoingAmendment to Credit Agreement (the “Amendment”), (b) hereby acknowledgesand consents to the amendments described in the Amendment, (c) ratifies andconfirms such Pledge Agreement as being in full force and effect and reaffirmsits obligations thereunder, as modified, after giving effect to the Amendment.
| ** ** | ** ** |   | **PLEDGOR:**                      |
|------------|------------|--------|-----------------------------------|
| ** ** | ** ** |   | ** **                        |
|       |       |   | WATSON WYATT  WORLDWIDE, INC.     |
|       |       |   |                              |
|       | By:        |   |  /s/ Michael J. O’Boyle |   |
|       |       |   | Michael J.  O’Boyle          |
|       |       |   | Treasurer                         |

 

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|            | **US  BANK, NATIONAL ASSOCIATION** |
|------------|------------------------------------|
| ** ** | ** **                         |   | ** ** |
| ** ** | ** **                         |   | ** ** |
|       | By:                                |   | /s/ Frances W.  Josephic |   |
|       |                               |   |  Name: | Frances W.  Josephic |
|       |                               |   |  Title: | Vice President |
|       |                               |   |   | U.S. Bank, N.A. |
|       |                               |   |   |   |
|       |                               |   |   |   |
|       | Revolving  Commitment: $35,000,000 |
|            |                                    |  |  |  |  |

 

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|            | **COMERICA  BANK**                 |
|------------|------------------------------------|
| ** ** | ** **                         |   | ** ** |
| ** ** | ** **                         |   | ** ** |
|       | By:                                |   | /s/ Sarah R.  West |   |
|       |                               |   |  Name: Sarah  R. West |
|       |                               |   |  Title:   Assistant Vice President |
|       |                               |   |   |
|       |                               |   |   |
|       | Revolving  Commitment: $35,000,000 |

 

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|            | **MANUFACTURERS  AND TRADERS   TRUST COMPANY** |
|------------|------------------------------------------------|
| ** ** | ** **                                     |   | ** ** |
| ** ** | ** **                                     |   | ** ** |
|       | By:                                            |   |  /s/ Humberto M. Salomon |   |
|       |                                           |   |  Name: Humberto  M. Salomon |
|       |                                           |   |  Title:   Vice President |
|       |                                           |   |   |
|       |                                           |   |   |
|       | Revolving  Commitment: $35,000,000             |

 

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|            | **HSBC  BANK USA, NA**             |
|------------|------------------------------------|
| ** ** | ** **                         |   | ** ** |
| ** ** | ** **                         |   | ** ** |
|       | By:                                |   | /s/ Jeffrey M.  Henry |   |
|       |                               |   |  Name: Jeffrey  M. Henry |
|       |                               |   |  Title:   Vice President |
|       |                               |   |   |
|       |                               |   |   |
|       | Revolving  Commitment: $35,000,000 |

 

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|            | **SUMITOMO  MITSUI BANKING  CORPORATION** |
|------------|-------------------------------------------|
| ** ** | ** **                                |   | ** ** |
| ** ** | ** **                                |   | ** ** |
|       | By:                                       |   | /s/ David A.  Buck |   |
|       |                                      |   |  Name: David  A. Buck |
|       |                                      |   |  Title:   Senior Vice President |
|       |                                      |   |   |
|       |                                      |   |   |
|       | Revolving  Commitment: $25,000,000        |

 

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|            | **NATIONAL  CITY BANK**            |
|------------|------------------------------------|
| ** ** | ** **                         |   | ** ** |
| ** ** | ** **                         |   | ** ** |
|       | By:                                |   | /s/ Heather  McIntyre |   |
|       |                               |   |  Name: Heather  McIntyre |
|       |                               |   |  Title:   Vice President |
|       |                               |   |   |
|       |                               |   |   |
|       | Revolving  Commitment: $20,000,000 |

 

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|            | **MIZUHO  CORPORATE BANK, LTD.**  |
|------------|-----------------------------------|
| ** ** | ** **                        |   | ** ** |
| ** ** | ** **                        |   | ** ** |
|       | By:                               |   |  /s/ Makoto Murata |   |
|       |                              |   |  Name: Makoto  Murata |
|       |                              |   |  Title:   Deputy  General Manager |
|       |                              |   |   |
|       |                              |   |   |
|       | Revolving Commitment: $20,000,000 |

 

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