**Exhibit10.12**

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**WatsonWyatt Worldwide, Inc.**

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**Amended VoluntaryDeferred Compensation Plan**

 

**1.****            ****Purpose**

 

The purpose of theWatson Wyatt Worldwide, Inc. Voluntary Deferred Compensation Plan is toprovide non-employee directors of Watson Wyatt Worldwide an opportunity todefer compensation from the Company.

 

**2.****            ****Definitions**

 

(a) ““Changein Control” shall mean the occurrence of any of the following:

 

(i)            the sale,lease, transfer, conveyance or other disposition, in one or a series of relatedtransactions over any 12-month period, of all or substantially all of theassets of the Company by any one person or “group” of persons (as determinedpursuant to Section 409A);

 

(ii)           any person orgroup acquires ownership of stock of the Company that, together with stock heldby such person or group, constitutes more than 50% of the total voting power ofthe Company, including by way or merger, consolidation, reorganization orotherwise; or

 

(iii)          during any12-month period, individuals who had at the beginning such period served on theBoard of Directors (any such individual, an “Incumbent Director”) cease for anyreason to constitute a majority of the Board of Directors; provided that anynew director whose nomination for election to the Board was approved by amajority of the Incumbent Directors then in office shall be considered an “IncumbentDirector.”

 

(b)           The term “Committee” shall mean the CompensationCommittee of the Board of Directors of the Company.

 

(c)           The “Company” shall mean Watson Wyatt Worldwide, Inc.

 

(d)           The term “Compensation” shall meanretainers, meeting fees, and any other fees for assignments arising out of theParticipant’s capacity as a non-employee director.

 

(e)           The term “Deferred Compensation Account”shall mean a memorandum account established by the Company on its books.

 

(f)            The term “Participant” shall mean a non-employeedirector of the Company.

 

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(g)           The term “Plan” shall mean the WatsonWyatt Worldwide, Inc. Amended Voluntary Deferred Compensation Plan.

 

(h)           “Section 409A” means Section 409A of theInternal Revenue Code of 1986, as amended, and any regulations and otherguidance issued by the Internal Revenue Service thereunder.

 

**3.****            ****Administration**

 

The Plan shall beadministered by the Compensation Committee of the Board of Directors of theCompany.  The Company shall have sole andcomplete authority to interpret the terms and provisions of the Plan and todelegate various administrative tasks to appropriate officers and employees ofthe Company.

 

**4.****            ****Eligibility**

 

Non-employeedirectors****who have acquired at least 5,000shares of Watson Wyatt & Company Holdings common stock shall beeligible to participate in the Plan.

 

**5.****            ****Election to Defer**

 

(a)           A Participantmay elect in writing delivered to the Committee to defer receipt of all or aspecified portion of his/her Compensation. Once received by the Committee, an election to defer for a particularyear may not be revoked except in the event the Participant experiences anunforeseeable emergency (as determined pursuant to Section 409A).

 

(b)           The election must be made prior to the beginning ofthe calendar year to which the Compensation relates.  A new Participant in the Plan shall have 15days following his/her selection by the Committee to make an election withrespect to Compensation to be earned for the balance of the year.

 

(c)           The period of deferral shall be until the Participantceases to be a director of the Company.

 

**6.****            ****Establishment of DeferredCompensation Account**

 

At the time of theParticipant’s initial deferral pursuant to Paragraph 5, the Company shallestablish a Deferred Compensation Account for such Participant on itsbooks.  Deferred Amounts 

 

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shall be creditedto the Deferred Compensation Accounts at the time the Compensation would havebeen paid to the Participant if no deferral election were made.  Additions as provided in Paragraph 7, below,shall be credited to the Participant’s Deferred Compensation Account as of thelast day of each quarter.

 

**7.****            ****Additions to Deferred Accounts**

 

As of the last day of each quarter, the balance in the Participant’sDeferred Compensation Account at the beginning of that quarter shall becredited with interest using an interest factor equivalent to the prime rate ofinterest reported by the Company’s primary bank as of the beginning of suchquarter..

 

**8.****            ****Payment of Deferred Amount**

 

(a)           Except as otherwise provided in subparagraph (b) or(c) below, a participant’s Deferred Compensation Account shall be paid tothe Participant, or the Participant’s beneficiary in a lump sum, as soon aspractical after the participant ceases to be a director of the Company.

 

In the event ofthe Participant’s death, payment of the balance in the Participant’s DeferredCompensation Account shall be made in a lump sum to the Participant’sbeneficiary designated by the Participant in writing and delivered to theCommittee, or if none, to the Participant’s estate.

 

(b)           A Participant shall receive the balance in theDeferred Compensation Account as soon as practical after the occurrence of aChange in Control of the Company.

 

(c)           Anything contained in thisParagraph to the contrary notwithstanding, in the event a Participant incurs anunforeseeable emergency (as determined pursuant to Section 409A) asdetermined by the Committee in its sole discretion, the Committee, in its solediscretion and upon written application of such Participant, may direct theimmediate payment of all or a portion of the then current value of suchParticipant’s Deferred Compensation Account. Distributions because of an unforeseeable emergency shall be limited tothe amount reasonably necessary to satisfy the Participant’s emergency need(which may include amounts necessary to pay any Federal, state, local, orforeign income taxes or penalties reasonably anticipated to result 

 

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from the distribution).  In allevents, a distribution on account of unforeseeable emergency may not be made tothe extent that such emergency is or may be relieved through reimbursement orcompensation from insurance or otherwise, by liquidation of the Participant’sassets, to the extent the liquidation of such assets would not cause severefinancial hardship, or by cessation of deferrals under the Plan.

 

**9.****            ****Participant Reports**

 

The Committeeshall provide a statement to the Participant at least annually concerning thestatus of his/her Deferred Compensation Account.

 

**10.****         ****Transferability of Interests**

 

All DeferredCompensation Accounts shall be merely bookkeeping entries.  Any assets which may be reserved to paybenefits hereunder, shall be considered as general assets of the Company foruse as it deems necessary and shall be subject to the claims of the Company’screditors.  The rights and interests of aParticipant shall be solely those of a general creditor of the Company and suchParticipant’s rights and interests may not be anticipated, assigned, pledged,transferred or otherwise encumbered or disposed of except in the even of thedeath of the Participant, and then only by will or the laws of descent anddistribution.

 

**11.****         ****Amendment, Suspension and Termination**

 

The Company byaction of its board of Directors may amend, suspend of terminate the Plan orany portion thereof in such manner and to such extent as it may deem advisableand in the best interests of the Company. No amendment, suspension and termination shall alter or impair anyDeferred Compensation Accounts without the consent of the Participant affectedthereby.

 

**12.****         ****Severability**

 

If any provisionof this Plan is declared to be invalid or unenforceable, such provision shallbe severed from this Plan and the other provisions hereof shall remain in fullforce and effect.

 

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**13.****         ****Unfunded Obligation**

 

The Plan shall notbe funded, and no trust, escrow or other provisions shall be established tosecure payments due under the Plan.  AParticipant shall be treated as a general, unsecured creditor of the Company atall times under the Plan.

 

**14.****         ****Applicable Law**

 

The Plan will beconstrued and enforced according to the laws of the District of Columbia andall provisions of the Plan will be administered accordingly.

 

**15.****         ****Effective Date**

 

The Amended Planshall be effective on July 1, 2008.

 

Amended and executedon behalf of Watson Wyatt Worldwide, Inc. pursuant to authorization of itsBoard of Directors on July 25, 2008

 

 
|   | By:    | /s/ Walter W.  Bardenwerper |   |
|--------|--------|-----------------------------|--------|
|   |   | Secretary                   |

 

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