**Exhibit10.23**

**Dated the 14th day of September,2005**

**WATSON WYATT (IRELAND) LIMITED**

**and**

**PLANLIFE TRUSTEE SERVICES LIMITED**

**T/A IFG FINANCIAL SERVICES**

 

 

**TRUST DEED AND RULES**

**OF THE**

**WATSON WYATT IRELAND**

**SHARE PARTICIPATION SCHEME**

 

 

----

#### **TABLE OF CONTENTS**

**TRUST DEED**
| **1.**                                                            | ** ** | **Interpretation and Establishment**                              | ** ** | **2**      |
|-------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|------------|
| **2.**                                                            | ** ** | **Participation by Subsidiaries**                                 | ** ** | **3**      |
| **3.**                                                            | ** ** | **Provision of Trustees’ Funds**                             | ** ** | **3**      |
| **4.**                                                            | ** ** | **Acquisition of Shares by the Trustees**                         | ** ** | **4**      |
| **5.**                                                            | ** ** | **Trustees’ Duties**                                         | ** ** | **4**      |
| **6.**                                                            | ** ** | **Appointment of Trustees**                                       | ** ** | **5**      |
| **7.**                                                            | ** ** | **Trustees’ Powers, Functions and Indemnity**                | ** ** | **6**      |
| **8.**                                                            | ** ** | **Records and Information**                                       | ** ** | **8**      |
| **9.**                                                            | ** ** | **Trust Expenses**                                                | ** ** | **8**      |
| **10.**                                                           | ** ** | **Termination of Liability to Contribute**                        | ** ** | **9**      |
| **11.**                                                           | ** ** | **Termination of Scheme**                                         | ** ** | **9**      |
| **12.**                                                           | ** ** | **Amendments**                                                    | ** ** | **10**     |
| **13.**                                                           | ** ** | **Proper Law**                                                    | ** ** | **11**     |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **SCHEDULE**                                                      | ** ** | **13**                                                            |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **RULES OF THE WATSON WYATT IRELAND SHARE  PARTICIPATION SCHEME** | ** ** | **13**                                                            |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **1.**                                                            | ** ** | **Definition and Interpretation**                                 | ** ** | **13**     |
| **2.**                                                            | ** ** | **Company’s Obligations**                                    | ** ** | **16**     |
| **3.**                                                            | ** ** | **Employee Participation**                                        | ** ** | **17**     |
| **4.**                                                            | ** ** | **Trustees’ Obligations**                                    | ** ** | **17**     |
| **5.**                                                            | ** ** | **Rights attaching to Scheme Shares**                             | ** ** | **18**     |
| **6.**                                                            | ** ** | **Conditions of Retention and Disposal**                          | ** ** | **18**     |
| **7.**                                                            | ** ** | **Re-organisation; Amalgamation or Take-over and  Rights Issues** | ** ** | **19**     |
| **8.**                                                            | ** ** | **Receipts**                                                      | ** ** | **20**     |
| **9.**                                                            | ** ** | **Rights attaching to Scheme Shares**                             | ** ** | **21**     |
| **10.**                                                           | ** ** | **Rights of Employees**                                           | ** ** | **21**     |
| **11.**                                                           | ** ** | **Duty to account for tax**                                       | ** ** | **21**     |
| **12.**                                                           | ** ** | **Administration**                                                | ** ** | **22**     |
| **13.**                                                           | ** ** | **Alterations**                                                   | ** ** | **22**     |
| **14.**                                                           | ** ** | **Final Decisions**                                               | ** ** | **22**     |
| **15.**                                                           | ** ** | **Limitation upon number of Shares available to  the Scheme**     | ** ** | **23**     |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **APPENDIX 1**                                                    | ** ** | **24**                                                            |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **APPENDIX 2**                                                    | ** ** | **25**                                                            |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **FORM 1**                                                        | ** ** | **27**                                                            |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **FORM 2**                                                        | ** ** | **28**                                                            |
| ** **                                                        | ** ** | ** **                                                        | ** ** | ** ** |
| **FORM 3**                                                        | ** ** | **31**                                                            |

** **

1

----

**THIS TRUSTDEED**IS MADE THE                DAY OF

**BETWEEN**

1.                                       **Watson Wyatt (Ireland) Limited** (the **“Company”**) whose registered office is at65/66 Lr Mount Street, Dublin 2; and,

2.                                       **Planlife Trustee Services Limited** (the “Trustees”)T/A IFG Financial Services whose registered office is at IFG House, BooterstownHall, Booterstown, Co. Dublin.

**WHEREAS:**

A.                                   By an ordinary resolution of the Company passedon, authority was given to the Board to establish the **Watson Wyatt****Ireland Share Participation Scheme**(the **“Scheme”)**.

B.                                     The Company is ultimately owned by **Watson Wyatt & Company Holdings**(the “**Parent Company”**) and is controlled withinthe meaning of that expression contained in Part 1 of Schedule 11 of the TaxesConsolidation Act 1997 (the**“Act”**)by the Parent Company.

C.                                     It is intended that the said Scheme shall be anapproved Scheme within the meaning of Chapter 1 of Part 17 and of Schedule 11to the Act, the purpose of which is to provide funds to the Trustees to enablethem to acquire Shares (as defined in the Rules) and to appropriate the said Sharesto eligible directors and employees of the Company and its ParticipatingSubsidiaries.

D.                                    The Trustees wish to declare the trusts uponwhich they will act and the Company has agreed to join in this Deed for thepurposes mentioned herein.

**NOW THIS DEEDWITNESSES**as follows:

1.                                       **Interpretation andEstablishment**

1.1                                 In pursuance of the resolution referred to inRecital A the **Watson Wyatt Ireland ShareParticipation Scheme**is hereby established.

1.2                                 This Scheme shall be operated and administeredin accordance with this Deed and the Rules in the Schedule to this Deed (the “**Rules”**) as amended from time to time andthe Trustees will hold and use monies paid to them by the Group Companies andwill administer the same in accordance with the Deed and the Rules subject tothe trusts hereinafter declared.

1.3                                 The definitions contained in Rule 1.1 shallapply to expressions used in this Deed and the provisions regulating theinterpretation of the Rules contained in Rule 1.2 shall apply to theinterpretation of this Deed.

2

----

2.                                       **Participation by Subsidiaries**

TheCompany shall have the power exercisable from time to time by deed executed bythe Company, a Subsidiary and the Trustees (expressed to be supplementalhereto) to agree that any Subsidiary shall become a Participating Subsidiaryfor the purposes of this Scheme and its employees shall be eligible to becomeParticipants in accordance with the Rules, provided that such Subsidiary shallbe a party to that supplemental deed for the purpose of acceding to theprovisions of this Scheme.  A Subsidiaryshall cease to be a Participating Subsidiary for the purposes of this Scheme asfrom the date on which it ceases to be a Subsidiary or as from such earlierdate as the Company and the Trustees may declare by deed.

3.                                       **Provision of Trustees’ Funds**

3.1                                 The Company agrees to pay and, whereappropriate, to ensure that the relevant Participating Subsidiaries pay to theTrustees such funds as the Trustees shall require from time to time:

(a)                                  to enable the Trustees to subscribe for or purchaseShares to be held by the Trustees for the purposes of this Scheme;

(b)                                 to enable the Trustees to meet taxation andother reasonable costs incurred in the operation of this Scheme as may beagreed with the Company beforehand.

3.2                                 The Company shall be liable to make payments tothe Trustees only in respect of Eligible Employees of the Company and theCompany agrees to ensure that its Participating Subsidiaries similarly makepayments to the Trustees in respect of Eligible Employees of the said ParticipatingSubsidiaries.

3.3                                 Any sums paid by the Company and theParticipating Subsidiary companies under Clause 3.1 to the Trustees shall beheld by the Trustees **UPON TRUST** toapply the same to subscribe for or purchase Shares to be appropriated toParticipants in accordance with the Rules and to discharge costs incurred inthe operation of the Scheme.

3.4                                 Any money at any time held by the Trusteesincluding dividends received by them during the period from the date of theacquisition of Shares to the Appropriation Date of such Shares, may insofar asthe monies received are not required immediately by them to meet taxation andother costs incurred in the operation of this Scheme, be placed by the Trusteeson deposit or current account designated in their name with any bank, buildingsociety or other institution in the State authorised to accept deposits atwhatever rate of interest (if any) and on whatever terms the Trustees thinkfit.

3

----

4.                                       **Acquisition of Shares by theTrustees**

4.1                                 The Trustees may acquire Shares for thepurposes of this Scheme by subscribing for them or by purchasing them fromthird parties. The Shares so allotted or purchased shall be registered in thename(s) of the Trustees and held by them in accordance with the Rules.

4.2                                 The Trustees agree to use the monies receivedby them in accordance with Clause 3 for the acquisition of Shares or payment oftaxation or of expenses, as the case may be, in accordance with the Rules.

4.3                                 Shares subscribed for or purchased by theTrustees in accordance with Clause 4.1 shall be subscribed for or purchased bythe Trustees at their Market Price.

5.                                       **Trustees’ Duties**

5.1                                 The Trustees shall appropriate the Sharesacquired by, or issued to them to Eligible Employees in accordance with theRules.

5.2                                 As soon as practicable after any Scheme Shareshave been appropriated by the Trustees to a Participant in accordance with theRules the Trustees shall give the Participant notice in writing of theappropriation specifying the number and description of Scheme Shares so appropriatedand stating their Initial Market Value and Appropriation Date.

5.3                                 During the Retention Period of any SchemeShares, the Trustees shall not dispose of such Shares held by them to anyoneexcept in the circumstances outlined in section 511(6) (a), (b) or (c) of theAct.

5.4                                 After the end of the Retention Period of anyParticipant’s Shares the Trustees shall dispose of such Shares if directed todo so, by, or on behalf of, the Participant provided that to do so would not bein breach of the obligations imposed on the Participant by Rule 6.  The reference to Participant in this Clause5.4 includes any person in whom the beneficial interest in the Participant’sShares is vested for the time being.

5.5                                 The Trustees shall pay over to the Participantany money or money’s worth received by them by reference to any of his Sharesexcept:

(a)                                  where the Participant has directed that theproceeds of disposing of rights arising under a rights issue be re-invested inthe exercise of other rights accruing to his Shares;

(b)                                 where the money’s worth consists of new sharesarising from a company reconstruction as described in Rule 7;

(c)                                  where the money consists of the sum referred toin section 511(4)(c) of the Act.

4

----

5.6                                 The Trustees shall deal with any rightsconferred in respect of a Participant’s Shares to be allotted other shares,securities or rights of any description, as the Participant shall direct.  The reference to Participant in this Clause5.6 includes any person in whom the beneficial interest in the Participant’sShares is vested for the time being.

5.7                                 The Trustees shall maintain such records as maybe necessary to enable the Trustees to carry out their obligations underChapter 1 of Part 17 of the Act, and where the Participant becomes liable toincome tax under Schedule E by reason of the occurrence of any event shallinform him of any facts relevant to determining that liability.

5.8                                 The Trustees shall at all times comply withtheir obligations to make payments to the Company or any of the Participating Subsidiariesand to account for tax under Case IV of Schedule D in accordance with section516 of the Act.

5.9                                 The Trustees shall comply with any directionsgiven by the Board pursuant to the Rules and shall not be under any liabilityin respect thereof to the Company or to any Participant.

5.10                           The Trustees shall pay such taxes as areproperly incurred by them in the operation of the Scheme.

6.                                       **Appointment of Trustees**

6.1                                 Subject to Clause 6.2, in the case of anyTrustee who is an individual, he shall hold office until he attains the age of70 years or if he is an employee of the Company, or any ParticipatingSubsidiary, until he ceases to be so employed, whichever is the sooner.  Any Trustee may retire from the trust herebyconstituted at any time by giving to the Company and the remaining Trustees notless than three month’s written notice (or such shorter notice as the Companymay accept) without being responsible for any costs occasioned by suchretirement.

6.2                                 The Company shall have power in its absolutediscretion at any time and without assigning any reason therefor by deed toremove from office any Trustee or to appoint a new or additional Trustee withthe written approval of the Revenue Commissioners.  Any Trustee who is removed shall execute suchdocuments and do such things as may be necessary to give proper effect to hisremoval as a Trustee.  The Company herebydeclares and confirms the independence of the Trustees in the exercise of allof their functions and obligations under this Scheme and undertakes that itshall not seek to influence them in any manner.

6.3                                 The minimum number of Trustees shall be threeone of which shall be independent unless a body corporate shall be a Trustee inwhich case the body corporate may be a sole Trustee. If at any time the numberof the Trustees shall fall below three and none of the surviving or continuingTrustees is a body corporate, the Company shall appoint one or more newTrustees (as the case may be).

6.4                                 All the Trustees shall be resident in Irelandfor all purposes.

5

----

7.                                       **Trustees’ Powers, Functionsand Indemnity**

7.1                                 Where there is more than one Trustee:

(a)                                  The Trustees may meet together at any time, butshall meet at least once in every year, for the despatch of business and mayadjourn and otherwise regulate their meetings (subject to these regulations) asthey think fit.

(b)                                 Any two of the Trustees may require a meetingof the Trustees to be convened on not less than fourteen days’ notice inwriting to all other Trustees.  With theprior agreement of all the Trustees, a meeting of the Trustees may be convenedon less than fourteen days’ notice in writing.

(c)                                  The Board may nominate any one of the Trusteesto be chairman of any such meeting, and in default of such nomination, theTrustees may elect one of their number to be chairman of their meeting providedthat in the event of an equality of votes on the election of a chairman, heshall be chosen by lot.

(d)                                 A majority of the Trustees present at a meetingof the Trustees of which notice has been given to all Trustees shall form aquorum.  The procedure and conduct of ameeting of the Trustees shall be determined by the chairman and all otherbusiness brought before a meeting of the Trustees shall be decided by a majorityof the votes of the Trustees present and voting thereon and, in the case of anequality of votes, the chairman of the meeting shall have a second or castingvote.

(e)                                  A decision made or a resolution passed at ameeting of the Trustees at which a quorum is present, shall be binding on allthe Trustees, and all the Trustees shall be obliged to join in taking anyaction (including the signing of authorities and the execution of deeds)necessary or expedient to carry decisions or resolutions into effect.

(f)                                    A resolution in writing signed by all theTrustees shall be as effectual as if it had been passed at a meeting of theTrustees and may consist of one or more documents in similar form each signedby the Trustees.  Such resolution shallbe entered in the minutes book referred to in Clause 7.2.

7.2                                 The Trustees shall cause proper minutes to bekept and entered in a book provided for the purpose of all their resolutionsand proceedings and any such minutes signed by the chairman of such meeting orby the chairman of the next succeeding meeting shall be admissible as primafacie evidence of the matters stated in such minutes.

7.3                                 The Trustees may appoint such persons(including any one or more of the Group Companies but not a Participant)approved by the Company to act as their agent or agents to transact all or anybusiness of whatsoever nature required to be done in the administration of thetrusts, powers and provisions in this Deed and the Rules (including the receiptand payment of money and the subscription to and purchase and appropriation

6

----

ofShares) and shall not be bound to supervise such agents or be in any wayresponsible for any loss incurred by reason of any misconduct or default on thepart of any such agents.

7.4                                 The Trustees may obtain at any time and act onthe opinion or advice of any lawyer, accountant, actuary, broker or otherexpert acting as an expert including such opinion or advice obtained by theCompany, Parent Company or Participating Subsidiary companies and shall not beresponsible for any loss, which may be occasioned by so doing.

7.5                                 The Trustees may, but shall not be bound to,accept a certificate signed by a director of, or any person authorised by, theCompany as to any fact or matter which is prima facie within the knowledge ofthe Company as sufficient evidence thereof.

7.6                                 The Trustees shall have full power anddiscretion to agree with the Company all matters relating to the operation andadministration of the trusts hereby declared so that no person claiming anyinterest under such trusts shall be entitled to question the legality andcorrectness of any arrangement or agreement made between the Company and theTrustees in relation to such operation and administration.

7.7                                 Section 10(2) of the Trustees Act, 1893 shallhave effect as if reference to ‘at least two trustees’ did not appear inparagraph (c) thereof and a reference to ‘one trustee’ shall be substitutedtherefor.

7.8                                 No Trustee, nor any holding company of acorporate Trustee, nor any subsidiary of such holding company, nor any directoror officer of a body corporate acting as Trustee shall be precluded fromunderwriting, purchasing, holding, dealing in and disposing of any stock,shares or other securities whatsoever of the Company or any subsidiary orholding company thereof or any subsidiary of any such holding company or fromotherwise at any time contracting or entering into any insurance, financial orother transactions with any such company or being interested in any suchtransaction or accepting and holding the trusteeship or any debenture stock orother securities of any such company, neither shall such Trustee be liable toaccount for any profit made by him thereby or in connection therewith.

7.9                                 The Trustees may at any time cause any part ofthe Trust Property to be deposited for safekeeping with any one or more of theTrustees or any other persons (including any company or corporation) on behalfof the Trustees and may pay any expenses in connection therewith.

7.10                           The Company hereby covenants with the Trusteesjointly and severally that it will at all times hereafter keep each of them andeach and all of their successors in title as Trustees and each of their estatesand effects fully indemnified and saved harmless against all claims, losses,demands, actions, proceedings, charges, expenses, costs, damages, taxes, dutiesand other liabilities that may be suffered or incurred by them or by any ofthem in connection with this Scheme in any manner whatsoever except that noTrustee shall be indemnified hereunder or exonerated in respect of any fraud orwilful default on the part of the Trustee who is sought to be made liable or inthe case of a corporate trustee which

7

----

isengaged in the business of providing trustee services for a fee, negligence onthe part of such Trustee and to the extent that the Company fails to indemnifythe Trustees, they shall be indemnified by the Participating Subsidiaries.

7.11                           In the professed operation of this Scheme noTrustee shall be liable for any loss arising by reason of any mistake oromission made in good faith by him or by reason of any other matter or thing,including the fraud, default or negligence of another Trustee, or of anynominee, agent (whether or not the employment of such agent was strictlynecessary or expedient), officer or other delegate unless the Trustee sought tobe made liable shall himself have been fraudulent or in wilful default or inthe case of a corporate trustee which is engaged in the business of providingtrustee services for a fee, negligent.

8.                                       **Records and Information**

8.1                                 The Trustees shall cause accounts and recordsrelating to the Trust Property and to the operation of this Scheme to be keptand at the request of the Company shall furnish copies or extracts from suchaccounts and records to the Company or persons nominated by it and permit anyperson authorised by the Company to examine such accounts and records and allother correspondence and documents relating to this Scheme.

8.2                                 Each of the Group Companies shall give to theTrustees all such information as to Eligible Employees, Participants andotherwise as the Trustees shall from time to time require for the operation ofthis Scheme.

8.3                                 The Trustees shall make all such returns to theRevenue Commissioners as they may be required from time to time to make.

9.                                       **Trust Expenses**

9.1                                 Any Trustee being a solicitor, accountant orother person engaged in any profession or business shall be entitled to chargeand be paid all usual professional and other charges for business transacted byhim or any partner or employee of his in connection with the trusts hereof.

9.2                                 The Trustees shall be entitled to remunerationat such rate (if any) as may be agreed with the Company and shall be entitledto be repaid such reasonable expenses as they may incur, and as may be agreedwith the Company beforehand, in the performance of their duties as Trusteeshereof.

9.3                                 All costs, charges and expenses of andincidental to the administration of this trust and this Scheme, including butnot limited to the remuneration of the Trustees, shall be primarily payable outof any income or profits which may accrue to the Trustees (other than Sharesheld on behalf of Participants) and subject thereto shall be paid by theCompany and if the Company so decides, by the Participating Subsidiaries.

8

----

10.                                 **Termination of Liability toContribute**

10.1                           The Company, a Participating Subsidiary or theCompany on behalf of itself and/or any or all of the ParticipatingSubsidiaries, at any time by notice (hereinafter in this Clause referred to asa “Notice”) in writing given to the Trustees, may terminate its or theirobligations under Clause 3 to allocate funds to the Trustees.

10.2                           In the event of a Notice being given to theTrustees by the Company on behalf of itself and all of the ParticipatingSubsidiaries:

(a)                                  any Shares in the capital of the Parent Companyheld by the Trustees (not being Shares held on behalf of the Participants)shall be sold by the Trustees and the proceeds after payment of any necessaryexpenses or other liabilities shall be paid to the Company and to suchSubsidiaries as are participating in this Scheme at the time of giving of theNotice in proportion to the last allocation of funds respectively made by suchcompanies pursuant to Rule 2.3 of the Rules; and

(b)                                 the Trustees shall continue to hold on behalfof a Participant upon the terms of this Deed and the Rules (unless Clause 11applies) any such Scheme Shares as have already been appropriated to suchParticipant.

10.3                           If a Notice is given by the Company or aParticipating Subsidiary (not being a Notice given by the Company on behalf ofitself and all the Participating Subsidiaries) Clause 10.2(b) shall apply inrelation to Participants who are or were employees of the company giving theNotice but in all other respects this Scheme shall continue.

11.                                 **Termination of Scheme**

11.1                           This Scheme and the Trust created by this Deedshall determine on the earliest of the following dates:

(a)                                  the date, which is one day before the date onwhich, shall expire the period of twenty-one years after the death of thesurvivor of the descendants living on the date of this Deed of his lateBritannic Majesty King George VI unless there has been legislation before thenmaking it lawful for the trusts of the Scheme to continue;

(b)                                 the date of such anniversary, as from time totime is specified in section 511(2) of the Act, of the Appropriation Date nextbefore the date on which the Company shall go into liquidation (otherwise thanfor the purposes of a reconstruction or amalgamation in such circumstances thatsubstantially the whole of the undertakings, assets and liabilities of theCompany pass to a successor company); or

(c)                                  such date as the Board shall by resolutiondeclare to be the date of such determination (not being a date earlier thansuch anniversary of the Appropriation Date immediately preceding the date ofsuch resolution as is equal to the number of years specified in respect of thedefinition of Release Date).

9

----

Providedhowever that the Trustees shall not acquire, in the Closed Period immediatelypreceding the date of such determination, any Shares on behalf of a Participantother than Shares acquired in accordance with Rule 7 of the Rules.  If it is discovered subsequently that theTrustees shall have acquired any Shares in breach of this proviso then theTrustees shall sell those Shares and shall hold the net proceeds of the sale intrust for that one of the Group Companies which paid to the Trustees the fundsto enable them to acquire those Shares. For the purpose of this Clause 11.1, the “Closed Period” means suchnumber of years preceding the date of such determination as is the same as thenumber of the anniversary as is specified from time to time in section 511(2)of the Act.

11.2                           At such determination the Trustees shalldistribute any Trust Property to the persons entitled thereto and shall pay ortransfer to the Company and such Subsidiaries as are participating in thisScheme at the time of such determination the balance thereof in proportion tothe last allocation of funds respectively made by such companies pursuant toRule 2.3 provided that if any part of such balance consists of Shares then theTrustees shall do whichever one or more of the following the Company requiresin relation to all or some of the Shares, namely:

(a)                                  if permitted by law to do so, transfer theShares to the Company or to any other of the Group Companies which paid to theTrustees the funds to enable them to acquire the Shares and so that where anyShares are transferred to the Company but another of the Group Companiesprovided the funds to enable the Trustees to acquire the Shares then theCompany shall account to that other Group Company for the cost or value of theshares transferred and the Trustees shall have no liability therefore to thatother Group Company; or

(b)                                 sell the Shares for the best consideration thatcan be reasonably obtained and apply the net proceeds of sale as part of thesaid balance of the Trust Property.

Ifthere is any dispute as to the persons entitled to any part of the TrustProperty the Trustees shall convert such part into cash and pay the cash intocourt and thereupon shall be discharged from all obligations in relationthereto.

11.3                           On such determination any moneys or otherassets held by the Trustees to which any Participant is absolutely entitledshall be immediately distributable to such Participant or to his personalrepresentatives if, but only if, the requirements of section 511 of the Act withregard to retention and disposal of Shares have been complied with.  If such Participant or his personalrepresentatives cannot be found after reasonable enquiry such moneys or otherassets shall be paid or transferred to the Company to be held on behalf of suchParticipant.

12.                                 **Amendments**

12.1                           The Company may from time to time and at anytime with the consent of the Trustees amend the terms of this Deed by a deed ordeeds supplemental hereto provided that:

(a)                                  any amendments made to this Deed shall not beinconsistent with or contrary to the Rules;

10

----

(b)                                 if the Scheme is at the time of an amendmentapproved by the Revenue Commissioners any such amendments of this Deed shallnot prejudice approval of this Scheme by the Revenue Commissioners underparagraph 5(2) of Part 2 of Schedule 11 to the Act and must have the priorapproval of the Revenue Commissioners in writing; and

(c)                                  no amendment shall be made which would or mightinfringe any rule against perpetuities.

13.                                 **Proper Law**

ThisDeed and the Rules shall be governed by and construed in accordance with thelaw of the Republic of Ireland.   Thejurisdiction of the Courts of the Republic of Ireland shall be the jurisdictionappropriate to all actions, claims, disputes and proceedings arising under orin connection with the Scheme.

11

----

IN WITNESS whereof the partieshereto have entered into these presents the day and year first above WRITTEN.
| PRESENT when the common seal  of       |
|----------------------------------------|
| **Watson  Wyatt (Ireland) Limited**    |
| was affixed  hereto:                   |
|                                   |
|                                   |
| /s/ John J.  Haley                     | (Director) |
|                                   |   |
|                                   |   |
|                                   |   |
| /s/ Walter W.  Bardenwerper            | (Director) |
|                                   |
|                                   |
| PRESENT when the  common seal of       |
|                                   |
| **Planlife  Trustee Services Limited** |
| was affixed  hereto:                   |
|                                   |
|                                   |
|                                   | (Director/Secretary) |
|                                   |   |
|                                   |   |
|                                   |   |
|                                   | (Director) |

 

12

----

# **SCHEDULE**

# **RULES OFTHE WATSON WYATT IRELAND SHARE PARTICIPATION SCHEME**

**1.             Definition and Interpretation**

1.1                                 For the purpose of the Deed and these Rules,the words and expressions set out below shall have the meanings specifiedagainst them unless otherwise specifically provided:

‘The Act’ The TaxesConsolidation Act, 1997.

‘Announcement Date’ The day ordays in each year on which the Company informs each Eligible Employee of hisEntitlement under the Scheme.

‘Annual Remuneration’ Thegross basic salary (excluding any fluctuating emoluments such as overtime) paidor payable by the Company or any Subsidiary of the Company to the relevantEligible Employee.

‘Appropriate Percentage’ Thepercentage of the Locked-in Value of a Participant’s Shares chargeable toincome tax under Schedule E computed in accordance with section 511(3) of theAct.

‘Appropriation Date’ The dateor dates upon which Shares are appropriated to Participants pursuant to theScheme.

‘Auditors’ The Auditors forthe time being of the Company, or, in the event of there being joint Auditors,such one of them as the Company shall select.

‘The Board’ The board ofdirectors for the time being of the Company, or the directors present at a dulyconvened meeting of such board, or a duly constituted committee appointed bythe Board for the purpose of administering the Scheme.

‘The Company’ — Watson Wyatt(Ireland) Limited (registered number 402562).

‘Deed’ The deed to which theseRules are scheduled as from time to time amended.

‘Eligible Employee’****Any person who is at the Announcement Datean employee or full-time director of the Company or of any ParticipatingSubsidiary:

13

----

(a)                                  (i)            whoseremuneration in respect of that employment is subject to Irish Income Tax underSchedule E; and

(ii)                                  who has been in service with either the Companyor any Participating Subsidiary for a continuous period of six months prior tothe 1st May preceding the relevant Announcement Dateand for the purpose of the operation of the Scheme in 2005 a period of servicewith the Preceding Partnership shall be regarded as service with the Companyfor this purpose; or

(b)                                                                                 is any other employee or director of either theCompany or any Participating Subsidiary who has been nominated by the Board forparticipation in the Scheme.

provided that an individualshall not be an ‘Eligible Employee’ if he is ineligible to participate in thisScheme under Part 4 of Schedule 11 to the Act.

 ‘Entitlement’ The amount of each EligibleEmployee’s entitlement as may be determined in accordance with Rule 2.3 andAppendix 1 as amended from time to time in accordance with Rule 13.

‘Financial Year’ An accountingreference period of the Company used for the purposes of calculating thebenefits (if any) payable under this Scheme.

“Full-Time Director”  A director who is required to devotesubstantially the whole of his time to the service of the Company.

‘The Group Companies’ TheCompany and all its Participating Subsidiaries for the time being which areincorporated in Ireland.

‘Individual Share Allocation’All, or as the case may be that part, of an Eligible Employee’s Entitlementwhich the Eligible Employee has elected to have paid to the Trustees pursuantto Rule 3.1 provided that in any year of assessment such sum shall not exceedthe amount specified in paragraph 3(4) of Part 2 of Schedule 11 to the Act orotherwise in any applicable legislation.

‘Initial Market Value’ TheMarket Price of a Participant’s Scheme Shares on the date on which they areappropriated to him, or on such earlier date(s) as has been agreed with theRevenue Commissioners pursuant to Section 510(2)(b) of the Act.

‘Locked-in Value’ The value asdefined in section 512(1) of the Act.

‘Market Price’ In relation toany Scheme Shares has the meaning assigned to market value by section 548 ofthe Act or, if higher, the par values thereof.

‘The Parent Company’ –  Watson Wyatt & Company Holdings.

‘Participant’ An EligibleEmployee who has elected to participate and is appropriated Scheme Shares underthis Scheme.

‘Preceding Partnership’ WatsonWyatt LLP.

14

----

‘Participating Subsidiary’ AnySubsidiary which is party to the Deed or which has entered into a supplementaldeed pursuant to Clause 2 of the Deed.

‘The Scheme’ The Watson WyattIreland Share Participation Scheme as constituted by the Deed.

‘Scheme Shares’ The Sharesacquired by the Trustees pursuant to the Scheme.

‘Release Date’ In relation toany of a Participant’s Scheme Shares, means the date as defined by section511(2) of the Act.

‘Retention Period’ The periodof retention as defined in section 511(1)(a) of the Act.

‘Rules’ The rules, of whichthis rule is one, as such rules may be amended and is in force from time totime.

‘Schedule E’ Schedule Econtained in Part 5 of the Act.

‘Shares’ Common stock in thecapital of the Parent Company, which comply with the provisions of Part 3 ofSchedule 11 to the Act and where the context so requires shall refer to asingle share.

‘Subsidiary’ A company, whichis under the control of the Company which, established the Scheme (controlbeing construed in accordance with section 432 of the Act).

‘Trust Property’ Money orshares from time to time and for the time being held by or in the names of andunder the control of the Trustees for the purposes of this Scheme.

‘Trustees’ The Trustees namedin the Trust Deed which expression shall include its successors in business orassigns or any other Trustees for the time being of the Scheme.

1.2                                 Throughout the Deed and these Rules, unless thecontext otherwise requires:

(a)                                  any reference to a provision of an Act refersto a Statute of the Oireachtas and shall include any statutory modification,re-enactment or extension of it for the time being in force and any regulationsmade under it;

(b)                                 words indicating the singular shall include theplural and vice versa;

(c)                                  words indicating the masculine shall includethe feminine and neuter and vice versa;

(d)                                 reference to a clause means a Clause of theDeed and reference to a Rule means a Rule in the Rules; and

(e)                                  headings are for convenience of reference onlyand are not to be construed as part of the Deed or the Rules.

15

----

**2.             Company’s Obligations**

2.1                                 If the Company wishes to operate the Scheme inany Financial Year, then on such Announcement Date as it may determine, theCompany:

(a)                                  shall inform each Eligible Employee of hisEntitlement, and

(b)                                 shall advise him that, if he wishes to have allor any proportion of his Entitlement applied in acquiring Scheme Shares underthis Scheme, then he must so elect by notice in writing to the Company notlater than fourteen days after the Announcement Date, or within such longer periodas the Company may allow.

TheCompany may advise Eligible Employees on more than one occasion during aFinancial Year of the Entitlement which will be payable in respect of thatFinancial Year to the Eligible Employees.

2.2                                 When so informing each Eligible Employee, theCompany shall send him a notice of election which shall contain provisionswhereby the Eligible Employee contracts with the Company in the terms of Rule3.3 and shall be in the form set out in Appendix 2 to these Rules or in suchother form as may be approved by the Board from time to time.

2.3                                 The Entitlement (if any) shall be determined bythe Board at such time or times as the Board may decide in accordance with theprovisions of Appendix 1 to these Rules. On or before each Appropriation Date, the Company and its Subsidiariesshall make available to the Trustees in respect of each Eligible Employee whohas contracted to participate in the Scheme such sum as will enable theTrustees to purchase or subscribe at the Market Price for all the Scheme Shareswhich such Eligible Employee has elected to have appropriated to him inaccordance with Rule 3.1 and 3.2 on condition that such sum is applied by theTrustees in the subscription for or purchase of Scheme Shares for appropriationto that Eligible Employee on that Appropriation Date.

2.4                                 The Company shall inform the Trustees as towhich employees and directors of the Company and its Participating Subsidiariesare Eligible Employees in respect of the Financial Year last ended and have metthe requirements set out in Rule 2.2 relating to a contract with theCompany.  The Company shall, inaccordance with such requirements as the Trustees may from time to timespecify, prepare and make available to the Trustees, the name and address,Entitlement and Individual Share Allocation of each Eligible Employee who haselected to participate in this Scheme.

2.5                                 Alternatively to the procedures laid down inthis Rule, the Scheme may also be operated in any manner approved in writing bythe Revenue Commissioners.

2.6                                 Where the Entitlement notified to an EligibleEmployee in accordance with Rule 2.1(a) is less than the amount specified inParagraph 3(4) of Part 2 of Schedule 11 to the Act or otherwise in anyapplicable legislation, the Company may, in its absolute discretion but subjectto such restrictions as may be required by the Revenue Commissioners from timeto time, permit such Eligible Employee to elect to forgo part of his AnnualRemuneration for an appropriation of Scheme Shares under the Scheme PROVIDEDHOWEVER that:

16

----

(a)                                  the amount of such salary forgone does notexceed the lesser of 7.5% of his Annual Remuneration or the amount of hisEntitlement; and

(b)                                 the aggregate value of the Scheme Shares to beappropriated to an Eligible Employee under Rule 2.3 shall not exceed the limitin Paragraph 3(4) of Part 2 of Schedule 11 to the Act or otherwise in anyapplicable legislation.

**3.             Employee Participation**

3.1                                 If the Eligible Employees so elects, then allor a proportion of his Entitlement shall be paid to the Trustees in accordancewith Rule 4.1 so as to allow the Trustees to acquire Scheme Shares on hisbehalf under the terms of this Scheme, save for:

(a)                                  such part of the Entitlement as exceeds thelimitation on his Individual Share Allocation; and

(b)                                 such remaining part of the Entitlement which isless than the Market Price of one Share.

3.2                                 If any Eligible Employee:

(a)                                  fails to elect at all, or

(b)                                 fails to enter into the contract referred to inRule 2.2 with the Company, or

(c)                                  elects and contracts to have less than the fullamount of his Entitlement applied in acquiring Scheme Shares, or

(d)                                 having made an election and entered into thecontract referred to in Rule 2.2, ceases on or before the Appropriation Date tobe an employee or Full-Time Director of the Company or any ParticipatingSubsidiary,

heshall receive all or, in the circumstances of Rule 3.2(c) the remainingbalance, of his Entitlement by way of cash after deduction of PAYE and PRSI asappropriate.

3.3                                 Any Eligible Employee who wishes to participatein this Scheme shall contract with the Company in the terms of Section 511(4)of the Act and failure by an Eligible Employee to comply with the Company’srequirements in this regard will preclude him from participating in thisScheme.

4.             **Trustees’ Obligations**

4.1                                 The Trustees shall at the earliest opportunityapply the sum made available by the Company and/or its ParticipatingSubsidiaries pursuant to Rule 2.3 in acquiring or subscribing for Scheme Sharesat the Market Price for the Eligible Employees who have contracted toparticipate in this Scheme; and

(a)                                  shall determine the number of Scheme Shares tobe appropriated on that occasion;

17

----

(b)           shall appropriate the Scheme Shares to Eligible Employees who havecontracted to participate and shall as soon as practicable after suchappropriation notify each Participant in writing of:

(i)            the number and description of Scheme Shares soappropriated to him;

(ii)           the Initial Market Value of the Scheme Sharesso appropriated; and

(iii)          theAppropriation Date.

4.2           If the basis on which the Scheme Shares are appropriated would otherwisegive rise to the appropriation of a fraction of a Share the Trustees shallappropriate such fraction and deal with such fractions in a manner agreed withthe Revenue Commissioners in writing.

4.3           If Rule 4.2 is not applied either because the Trustees do not wish toappropriate fractions of shares or do not reach agreement with the RevenueCommissioners then the Trustees shall reduce the appropriation to EligibleEmployees on a pro-rata basis.

4.4           In the event that any portion of the Scheme Shares acquired by theTrustees carries the right to receive any dividends which have been declaredthe Trustees shall appropriate those dividends amongst Eligible Employees assoon as practicable after their receipt by the Trustees and will provide theeligible employee with written detail of their dividend entitlements and anyrelated tax credits.

5.             **Rights attaching to Scheme Shares**

5.1           Scheme Shares appropriated to Participants pursuant to this Scheme shallrank pari passu in all respects with the Shares of the Parent Company exceptthat Scheme Shares issued pursuant to the Scheme shall not rank for any rightsattaching to Shares prior to the date of issue.

5.2           In the event that the Trustees purchase Shares for appropriation andsome of those Shares carry a right of any kind which is not carried by everyother such Share, then such Shares as carry such right shall so far aspracticable be appropriated pro rata according to the number of Sharesappropriated to each Participant on the Appropriation Date.

6.             **Conditions of Retention and Disposal**

6.1           After the end of the Retention Period of any Participant’s Shares, theTrustees shall dispose of such Shares if directed to do so by or on behalf ofthe Participant, such directions to be subject to Rule 6.3 and be to:

(a)           dispose of his Scheme Shares; or

(b)           transfer the legal ownership of his Scheme Shares to himself; or

(c)           deal in his interest in the Scheme Shares;

18

----

providedthat, as soon as may be practicable following the Release Date applicablethereto the Trustees will be entitled to transfer the legal ownership of suchScheme Shares to the Participant in a manner deemed appropriate with or withoutspecific instructions from the Participant.

6.2           In administering this Scheme the Trustees shall not dispose of anyScheme Shares held on behalf of any Participant (whether by transfer to suchParticipant or otherwise) during the Retention Period, except in thecircumstances outlined in section 511(6)(a), (b) or (c) of the Act as describedby Rule 7.1.

6.3.          Except as hereinafter provided each Participant shall comply with theobligations imposed by paragraphs (a) to (d) of section 511(4) of the Act.

7.             **Re-organisation; Amalgamation or Take-over and Rights Issues**

7.1           AParticipant shall not be prevented by Rule 6.2 or 6.3 from:

(a)           directing the Trustees to accept an offer for any of his Scheme Shares(hereinafter referred to as the “**OriginalScheme Share”**) if the acceptance or agreement will result in a newholding, as defined in section 584(1) of the Act, being equated with theOriginal Scheme Shares for the purposes of capital gains tax; or

(b)           directing the Trustees to agree to a transaction affecting his SchemeShares or such of them as are of a particular class if the transaction would beentered into pursuant to a compromise arrangement or scheme applicable to oraffecting:

(i)            all the common stock of the Parent Company oras the case may be all the Scheme Shares of the class in question; or

(ii)           all the Scheme Shares or Scheme Shares of theclass in question which are held by a class of shareholders identifiedotherwise than by reference to their employment or their participation in thisScheme; or

(c)           directing the Trustees to accept an offer of cash, with or without otherassets, for his Scheme Shares if the offer forms part of a general offer orsimilar transaction which is made to holders of shares of the same class ashimself or of Shares in the Parent Company and which is made in the firstinstance on a condition such that if it is satisfied the person making theoffer will have control of the Parent Company within the meaning of section 11of the Act; or

(d)           agreeing after the expiry of the RetentionPeriod to sell the beneficial interest in his Scheme Shares to the Trustees forthe same consideration in money as in accordance with section 511(4)(d) wouldbe required to be obtained for the Scheme Shares themselves.

7.2           In the event of an offer being made or a transaction proposed in any ofthe circumstances described in Rule 7.1(a), (b) or (c) the Trustees shallforthwith notify each Participant and

19

----

shallact in accordance with the instructions of the Participant in dealing with hisScheme Shares and in the absence of any such instructions shall take no action.

7.3           In the event of the Company proposing to make a rights issue in respectof any class of its share capital which includes Scheme Shares held on behalfof Participants, the Trustees shall, immediately upon receipt of the offer fromthe Company, notify each Participant of the following options in respect of theScheme Shares held by the Trustees on his behalf:

(a)           to instruct the Trustees to exercise the rights in respect of all or anyof his Scheme Shares provided that such instruction is accompanied by paymentin cash of the amount necessary to exercise such rights; or

(b)           to instruct the Trustees to exercise the rights in respect of only someof his Scheme Shares and to dispose of the rights nil paid in respect of theremainder and either:

(i)            to pay to the Trustees any amount in excess ofthe amount of the disposal proceeds necessary to exercise such rights; or

(ii)           to instruct the Trustees to pay to him anyamount of the disposal proceeds in excess of the amount necessary to exercisesuch rights; or

(c)           to instruct the Trustees to dispose of the rights nil paid in respect ofall or any of his Scheme Shares and pay the proceeds to him.

TheParticipant shall instruct the Trustees accordingly within any period of timespecified by the Trustees and shall, if appropriate, pay to the Trustees incash any amount necessary in order to carry out such instructions.  The Trustees shall, subject to receipt of thecash as aforesaid, carry out the instructions of the Participant within theperiod of time allowed by the Company for exercise of the rights.  If a Participant shall fail to give anydirection to and shall not otherwise have authorised the Trustees, they shalltake no action in respect of the rights associated with Scheme Shares held onbehalf of that particular Participant.

7.4           Any new Scheme Shares allotted to the Trustees pursuant to Rules 7.2 or7.3 or on a capitalisation issue shall be deemed to have been appropriated to aParticipant on the Appropriation Date of the Scheme Shares in respect of whichthey were allotted provided that, in respect of a Participant’s holding ofScheme Shares which have different Appropriation Dates in deeming the amount ofsecurities to have been so appropriated the Trustees may round up or down anyfractions of such securities arising as they in their absolute discretion shallthink fit provided that the aggregate amount of new Scheme Shares appropriated toa Participant shall not be thereby varied.

8.             **Receipts**

8.1           Subject to any such direction in relation to rights issues as isreferred to in section 513(3) of the Act, the Trustees shall pay or transfer toa Participant any money or money’s worth received by them in respect of, or byreference to, any of his Scheme Shares other than

20

----

moneyconsisting of the sum referred to in Rule 11.1 and money’s worth consisting ofa new holding as referred to in Rule 7.1(a).

8.2           The Trustees shall procure that dividends in respect of Scheme Sharesappropriated to a Participant are remitted to him in accordance with theParticipant’s individual holding at his present or last place of work with theCompany or any of its Participating Subsidiaries or such other place within theState as the Participant may direct as soon as practicable and in so far aspossible within the same tax year after payment thereof is made by the ParentCompany provided always that the Trustees shall at all times comply with theprovisions of paragraph 17(a) of Schedule 11 to the Act.

9.             **Rights attaching to Scheme Shares**

9.1           In relation to any rights or voting rights attaching to the SchemeShares appropriated to the Participants, when such rights fall to be exercisedthe Trustees shall deal only in accordance with the written instructions of theParticipants or of any other person in whom the beneficial interest in theScheme Shares is for the time being vested. In the absence of such instructions the Trustees will abstain fromvoting.

10.           **Rights of Employees**

10.1         Participation in this Scheme by a Participant is a matter entirelyseparate from any pension right or entitlement he may have and from his termsor conditions of employment and participation in this Scheme shall in norespects whatever affect in any way a Participant’s pension rights orentitlements or terms or conditions of employment and in particular (butwithout limiting the generality of the foregoing words) any Participant wholeaves the employment of the Company or a Participating Subsidiary shall not beentitled to any compensation for any loss of any right or any benefit orprospective right or benefit under this Scheme which he might otherwise haveenjoyed whether such compensation is claimed by way of damages for wrongfuldismissal or other breach of contract or by way of compensation for loss ofoffice or otherwise howsoever.

11.           **Duty to account for tax**

11.1         When the Trustees receive from a Participant who has directed them totransfer the ownership of his Scheme Shares to him at any time before theRelease Date in respect of such Scheme Shares the sum which he is then obligedto pay them by virtue of section 511(4)(c) of the Act, that sum shall beaccounted for by the Trustees to the Revenue Commissioners in accordance withsection 516 of the Act.

11.2         The Trustees shall maintain records of all sums received fromParticipants under Rule 11.1.

11.3         The Trustees shall inform each Participant in writing of any facts knownto them which   are relevant todetermining the liability (if any) of that Participant to Irish income taxunder Schedule E.

21

----

12.           **Administration**

12.1         Subject to the prior written approval of the Revenue Commissioners, ifthe Trustees need from time to time to make appropriations pursuant to Rule 4.1after the Appropriation Date to Eligible Employees who are fairly andreasonably included in the Scheme for the relevant Financial Year, the Companyand/or relevant Participating Subsidiary shall make available to the Trusteessuch sum or sums as the Trustees need to acquire Scheme Shares for suchEligible Employees as aforementioned provided always that such EligibleEmployees shall be treated within the terms of the Scheme as if they hadreceived an appropriation of Scheme Shares on the Appropriation Date.

12.2         Any notification or other notice in writing to be given to anyParticipant pursuant to this Scheme shall be sufficiently given if sent throughthe post in a prepaid cover addressed to the Participant at his address lastknown to the sender including any address supplied by the Company or aParticipating Subsidiary as being his address. Any certificate, notification or other notice in writing required to begiven to the Company, a Participating Subsidiary or the Trustees shall be properlygiven if sent to or delivered to the Company, the Participating Subsidiaryconcerned or the first named Trustee at their respective registered orprincipal offices or in the case of an individual Trustee at his last knownaddress.

12.3         If an Eligible Employee completes the required form of contract forparticipation in this Scheme in respect of a particular Financial Year but diesbefore Scheme Shares have been appropriated to him hereunder then any SchemeShares in respect thereof shall be appropriated to his estate.

13.           **Alterations**

13.1         The Board may from time to time make alterations to these Rulesincluding (without prejudice to the generality of the foregoing) suchalterations as may be necessary to establish other cash or share schemes and topermit participants in such other schemes to participate in this Scheme on suchterms as the Board thinks fit provided that:

(a)           if the Scheme is at the time of any alteration approved by the RevenueCommissioners, such alteration shall not take effect until it has been approvedby the Revenue Commissioners in writing under paragraph 5(2) of Part 2 ofSchedule 11 to the Act; and

(b)           the Board shall not make any alteration which would adversely prejudiceto a material extent a Participant’s rights over Scheme Shares alreadyappropriated to him without the consent in writing of such Participant.

14.           **Final Decisions**

14.1         If any matter arises on or in connection withthis Scheme or its operation for which specific provision is not made in theDeed or these Rules such matter shall be resolved, dealt with or provided forin such manner as the Board shall in its absolute discretion

22

----

considerappropriate after taking into account the respective interests of the Companyand of the Participants and the requirements of the Revenue Commissioners.

15.           **Limitation upon number of Shares available to the Scheme**

15.1         The maximum aggregate nominal value of Shares which may be issued by theParent Company to the Trustees under the Scheme shall not in any one calendaryear exceed one per cent. of the issued share capital of the Parent Company.

15.2         In any period of ten years, the maximum nominal value of Shares whichmay be issued to the Trustees under the Scheme from time to time when added tothe aggregate of the nominal value of any Shares issued or to be issued pursuantto any other employee Share Participation Schemes approved by the ParentCompany in general meeting, shall not exceed ten per cent. of the nominal valueof the issued share capital of the Parent Company in issue immediately prior tothat time.

23

----

# **APPENDIX1**

**Entitlement**

## **(Rule 2.3)**

The Entitlement of eachEligible Employee shall be determined by the Board as a percentage  of Annual Remuneration as determined underthe performance appraisal process in a manner agreed with the RevenueCommissioners.

24

----

# **APPENDIX 2**

## **LETTER OFNOTIFICATION**

## **(on Companyletterhead)**

### **The Watson Wyatt Ireland Share ParticipationScheme**

[NAME AND ADDRESS OF EMPLOYEE]      [DATE]

Dear

As an Eligible Employee underthe **Watson Wyatt Ireland Share ParticipationScheme**(the “**Scheme**”),you are entitled to elect to receive an allocation in accordance with theScheme.  Your allocation will dependon  the percentage of your Entitlementyou elect to receive under the Scheme in shares.  Any balance of your entitlement not taken inshares will be processed in cash through the payroll system.

[Your Entitlement in respectof the next such election will be €[ ].

The amount to be allocatedunder the Scheme will be used by the Trustee of the Scheme to acquire for youcommon stock in Watson Wyatt & Company Holdings (the “**Shares**”) provided that you are still anEligible Employee with the Company on the date the Shares are appropriated toother Eligible Employees under the Scheme. If you have ceased to be an Eligible Employee, then all of yourEntitlement will be paid in cash through the payroll system.

*****[If you wish to become a participant and tohave Shares appropriated to you, you must sign the attached Form of Electionand Contract of Participation (after reading them carefully) and return them tome by [DATE].  Failure to return the formand contract, properly completed, by this deadline (envelope enclosed for thispurpose) will result in your exclusion from the Scheme this year and loss ofany right to Shares.]

******[If you wish to have Shares appropriated toyou, you must sign the attached Form of Election (after reading it carefully)and return to me by [DATE].  Failure toreturn the form, properly completed, by this deadline (envelope enclosed forthis purpose) will result in your exclusion from the Scheme this year and lossof any right to Shares under this allocation. The previous Contract of Participation into which you entered withWatson Wyatt (Ireland) Ltd. will likewise apply to this allocation.]

Certain of the terms used inthe Contract of Participation are of a technical nature.  Definitions are set out on the sheet attachedto the contract.  Such definitions are ofnecessity taken from the relevant legislation and are expressed in technicallanguage.

25

----

You should be sure that youunderstand your obligations before you return the form and you may seek furtherclarification from me.

Yours faithfully,

for and on behalf of

Watson Wyatt (Ireland)Ltd.[HR Director]

*****              Suitablefor first allocation******           Suitablefor second and all subsequent allocations.

26

----

# **FORM 1**

## **FORM OFELECTION**

To:          WatsonWyatt (Ireland) Limited

To:          Trusteesof Watson Wyatt Ireland Share Participation Scheme.

I have received notificationof the amount of my Entitlement under the Scheme as set out in the Company’sletter dated [DATE].

Iwish to receive the following percentage of my Entitlement in Shares

[     %]     Insertpercentage.  Please note that this issubject to a minimum of €200.

This form shouldbe returned to HR by [insert date].  Ifthis is your first application for shares under the Plan you are also requiredto complete Form 2 (Contract of Participation). In the event that you wish to increase your allocation by way of salaryforegoing you must complete Form 3 (Salary Foregoing Form of Election).
| Signed:     |   |   |
|-------------|--------|--------|
|        |   |   |
| *           |   |   |
|        |   |   |
| Address:    |   |   |
|        |   |   |
| PPS Number: |   |   |
|        |   |   |
| Date:       |   |   |
|             |        |        |  |

 

Company shouldprint employee’s name below line

27

----

# **FORM 2**

**CONTRACTOF PARTICIPATION**

**WatsonWyattIreland Share Participation Scheme**

To:          TheDirectors of Watson Wyatt (Ireland) Limited .

To:          TheTrustees of the Watson Wyatt Ireland Share Participation Scheme (“the Scheme”)

I wish to be included in theabove Scheme for the current year and to have Shares appropriated to me asdescribed in the letter of [DATE].

1.             I have read the explanatory booklet describingthe Scheme.

2.             I authorise Watson Wyatt (Ireland) Ltd. to payto the Trustees the sum set out in the attached Form of Election for theacquisition of Shares under the Scheme.

3.             In return for my inclusion in the Scheme, Iformally agree with Watson Wyatt (Ireland) Ltd. to be bound by the Rules of theScheme as amended from time to time and, in particular, I hereby undertake:

(i)            To permit the Shares appropriated to me toremain in the hands of the Trustees throughout the Retention Period (as definedin the Schedule of Terms);

(ii)           Not to assign, or charge or otherwise to dispose of my beneficialinterest in those Shares during the Retention Period;

(iii)          If my Shares are to be transferred to me at any time before the ReleaseDate (as defined in the Schedule of Terms), to pay to the Trustees before thetransfer takes place a sum equal to the income tax for which they become liableas a result of such transfer;

(iv)          Not to direct the Trustees to dispose of my Shares at any time after theRetention Period and before the Release Date except by sale for the bestconsideration in money that can at the time of sale be reasonably obtained.

4.     In relation to an offer or invitationconferring any rights upon the members of Watson Wyatt & Company Holdings Ihereby direct the Trustees that they shall sell such proportion of such rightsnil paid as will enable them to subscribe in full the balance of such rights asare unsold, provided always that I shall not before such date as may reasonablybe stipulated for accepting such offer or invitation have given such otherwritten instructions to the Trustees as I may be permitted.

5.     I agree that if I do not issue instructions tothe Trustees on or after the Release Date to either sell my Shares or to havethem transferred to me the Trustees may effect such transfer in a manner deemedappropriate to the efficient operation of the Scheme.

28

----

5.             I understand that this contract is binding inrespect of all appropriations of Scheme Shares to me at any time.

Signed:

Dated:

If your full name and addressis not shown above please complete this section.
| Full Christian Name(s): |   |   |
|-------------------------|--------|--------|
|                    |   |   |
| Surname:                |   |   |
|                    |   |   |
| Address:                |   |   |
|                    |   |   |
| PPS Number:             |   |   |

 

Please supply your bankdetails in order that any amounts payable to you under the Scheme can becredited to your account.
| **Bank Details** | ** ** | ** ** |
|------------------|------------|------------|
| ** **       | ** ** | ** ** |
| Name of Banks:   |       |       |
|             |       |       |
| Branch address:  |       |       |
|             |       |       |
| Sort Code:       |       |       |
|             |       |       |
| A/Cno:           |       |       |
|                  |            |            |  |  |

 

29

----

**SCHEDULE OF TERMS**

**“Release Date”**                                                           means in relation to your Shares the thirdanniversary of the date on which the Shares were appropriated to you.

**“Retention Period”**                                      means in relation to your Shares the periodbeginning on the date on which they were appropriated to you and ending on thesecond anniversary of that date, or if earlier the date on which you are nolonger a director or employee of a participating company by reason of injury ordisability or dismissal by reason of redundancy or the date on which you reachstatutory pensionable age (i.e. age 66) or the date of your death.

**“Shares”**                                                                                           mean fully paid ordinary shares in the capitalof Watson Wyatt & Company Holdings..

30

----

# **FORM 3**

**TO BE USED ONLY IF COMPANY EXERCISES ITS DISCRETION UNDERRULE 2.6 TO PERMIT SALARY FORGOING**

## **SALARY FORGOING FORM OF E****LECTION**

**Note:****                     ****Completion of this form isoptional**

To:          TheDirectors of Watson Wyatt (Ireland) Limited (the **“Company”**)

To:          The Trustees of the Watson Wyatt Ireland Share Participation Scheme (the“**Scheme”**)

You may, subject to Revenuelimits, forgo salary

(a)           I opt to forgo a lumpsum of  **€**

from my gross basic salary

in the month of [        ] (insert relevant month.

(b)           Iunderstand that:

(1)           the amount of salary forgone will be paid by the Company to the Trusteesof the Scheme for application towards the purchase of Shares by the Trusteesunder the Scheme, and since it will reduce my taxable income, it may affect thevalues on which my pension scheme benefits (including death in service) arecalculated and the amount of additional voluntary contributions which I may payinto the pension scheme;

(2)           the amount of salary that may be foregonecannot exceed the lesser of either:

(i)            the amount of my Entitlement that I haveelected to take in Shares or,

(ii)           7.5% of my annual basic salary

Subject to the overall valueof shares (bonus and salary foregoing) not exceeding €12,700 in the tax year.

(3)           the exercise of any option under (a) and/or (b) may only continue to applyfor so long as I continue to participate in the Scheme and the Companycontinues to exercise its discretion under the Scheme Rules to allow salaryforgoing and is subject to certain limits imposed by the Revenue Commissionersfrom time to time;

(4)           if any part of my salary forgone cannot be applied towards the purchaseof Shares by the Trustees under the Scheme, that part shall be paid to me,without interest, and subject to income tax and PRSI.

31

----

 
| Signed:     |   |   |
|-------------|--------|--------|
|        |   |   |
| Address:    |   |   |
|        |   |   |
| PPS Number: |   |   |
|        |   |   |
| Date:       |   |   |
|             |        |        |  |

 

----

* Company should printemployee’s name below line

32

----