**Exhibit10.10**

 

**WatsonWyatt & Company**

**SeniorOfficers Deferred Compensation Plan**

**Amendedand Restated Effective July 1, 2008**

 

**1. Purpose**

 

The purpose of the Watson Wyatt & Company Senior Officers DeferredCompensation Plan (the “Plan”) is to preserve Watson Wyatt & Company’stax deduction for compensation in excess of $1,000,000 which is otherwise lostunder section 162(m) of the Internal Revenue Code. The Plan is herebyamended and restated effective as of July 1, 2008 to comply with therequirements of Section 409A of the Internal Revenue Code, and shall beinterpreted accordingly.

 

**2. Administration**

 

The Plan shall be administered by the Compensation and Stock Committeeof the Board of Directors of the Company (the “Committee”). The Committee shallhave sole and complete authority to interpret the terms and provisions of thePlan and to delegate various administrative tasks to appropriate officers andemployees of the Company.

 

**3. Eligibility**

 

The chief executive officer and the other three highest compensatedofficers as disclosed in the proxy (other than the chief financial officer)shall participate in the Plan if their Applicable Employee Remuneration (asdefined in section 162(m)(4) of the Internal Revenue Code) is reasonablyexpected to exceed $1,000,000. Such persons shall be collectively referred toas the “Participant” or “Participants” as the case may be.

 

**4. Requirement to Defer**

 

If a Participant’s Applicable Employee Remuneration exceeds $1,050,000for a fiscal year, the amount in excess of $1,000,000 will be deferred. Amountsdeferred under this Paragraph 4 shall be referred to as the “Deferred Amounts.”  The provisions of this Plan regarding therequirement to defer amounts pursuant to Paragraph 5 specifically override anycontrary provision in any plan, program, arrangement or agreement of theCompany that would require or permit an earlier payment of the DeferredAmounts.  The Deferred Amount for aParticipant during a fiscal year shall be determined pursuant to this Section 4,but the Committee shall determine the items of compensation from which suchDeferred Amount shall be taken.

 

**5. Establishment of Deferred CompensationAccount**

 

At the time of the Participant’s initial deferral pursuant to Paragraph4, the Company shall establish a memorandum account (a “Deferred CompensationAccount”) for such Participant on its books. Deferred Amounts shall be creditedto the Deferred Compensation Account at the time the Deferred Amounts wouldhave been paid to the Participant if no deferral were made. Additions asprovided in Paragraph 6, below; shall be credited to the Participant’s DeferredCompensation Account as of the last day of each month.

 

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**6. Additions to Deferred Amounts**

 

The Plan shall offer a minimum of three Investment Options including aninterest factor equal to the prime rate of interest as reported by the Company’sbank from time to time. A Participant’s Deferred Compensation Account shall bedeemed to be invested in the Investment Options the Participant has selectedand may thereafter be changed in accordance with policies and proceduresdeveloped by the Committee.  If theCommittee so determines, one of the Investment Options may consist of a deemedinvestment in Company common stock, and distributions pursuant to Paragraph 7of amounts invested therein may be in the form of such stock if so determinedby the Committee and permitted by applicable law.

 

**7. Payment of Deferred Amounts**

 

                (a)           Except as otherwise provided insubparagraph (b) below, the balance in the Participant’s Deferred CompensationAccount shall be paid to the Participant on the six-month anniversary of theParticipant’s termination of employment with the Company (or, if theParticipant is not a “specified employee” (as determined pursuant to Section 409Aof the Internal Revenue Code) at the time of such termination, the paymentshall be made as soon as reasonably practicable following the Participant’stermination of employment).  Paymentsshall in all events be in a lump sum, subject to all applicable taxwithholdings.

 

Notwithstanding the foregoing, in the event of the Participant’s death,payment of the balance in the Participant’s Deferred Compensation Account shallbe made in a lump sum as soon as reasonably practicable following theParticipant’s death to the beneficiary designated by the Participant in writingand delivered to the Committee, or if none, to the Participant’s estate.

 

                (b)           Notwithstanding paragraph (a), aParticipant shall receive the balance in the Deferred Compensation Account assoon as practical after the occurrence of a Change in Control of theCompany.  The term “Change in Control”shall mean a Change in Control of a nature that would be required to bereported, by persons or entities subject to the reporting requirements of Section 14(a) ofthe Securities and Exchange Act of 1934 (the 1934 Act) in response to item 6(e) ofSchedule 14A of Regulation 14A, or successor provisions thereto, as in effecton the date hereof; provided that, without limitation, such a Change in Controlshall be deemed to have occurred if (1) any “person” or “group” (as thoseterms are used in Sections 13(d) and 14(d) of the 1934 Act) is orbecomes the “beneficial owner” (as defined in Rule 13(d)—3 issued underthe 1934 Act), directly or indirectly, of securities of the Companyrepresenting 20 percent or more of the combined voting power of the Company’sthen outstanding securities; or, if, (2) at any time during any period oftwo consecutive fiscal years, individuals who at the beginning of such periodconstitute the board of directors of the Company cease for any reason toconstitute at least the majority thereof unless the election, or the nominationfor election by the Company’s shareholders, of each new director was approvedby a vote of at least two-thirds of the directors still in office who weredirectors at the beginning of such two-year period; or if (3) the Companyis merged into or consolidated with another entity, as a result of which theshareholders of the Company immediately prior to such merger or consolidationown less than 75% of the voting interest in the surviving entity or the parentof the surviving entity.  Notwithstandingthe foregoing, an event shall not constitute a Change in Control for purposesof the Plan unless it also qualifies as a change in change in ownership of theCompany or a change in the effective control of the Company, each as determinedpursuant to Section 409A of the Internal Revenue Code.

 

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**8. Participant Reports**

 

The Committee shall provide a statement to the Participant at leastannually concerning the status of his/her Deferred Compensation Account.

 

**9. Transferability of Interests**

 

All Deferred Compensation Accounts shall be merely bookkeeping entries.Any assets which may be reserved to pay benefits hereunder, shall be consideredas general assets of the Company for use as it deems necessary and shall besubject to the claims of the Company’s creditors.

 

The rights and interests of a Participant shall be solely those of ageneral creditor of the Company and such Participant’s rights and interests maynot be anticipated, assigned, pledged, transferred or otherwise encumbered ordisposed of except in the event of the death of the Participant, and then onlyby will or the laws of descent and distribution.

 

**10. Conditions of Employment Not Affected bythe Plans**

 

The establishment and maintenance of the Plans will not be construed asconferring any legal rights upon any person to the continuance of his/heremployment with the Company or any of its subsidiaries, nor will the Plansinterfere with the rights of the Company or any of its subsidiaries todischarge any person from its employ.

 

**11. Amendment, Suspension and Termination**

 

The Company by action of its Board of Directors or the Committee mayamend, suspend or terminate the Plan or any portion thereof in such manner andto such extent as it may deem advisable and in the best interests of theCompany. No amendment, suspension and termination shall alter or impair anyDeferred Compensation Accounts without the consent of the Participant affectedthereby.

 

**12. Unfunded Obligation**

 

The Plan shall not be funded, and no trust, escrow or other provisionsshall be established to secure payments due under the Plan. A Participant shallbe treated as a general, unsecured creditor of the Company at all times underthe Plan.

 

**13. Applicable Law**

 

The Plan will be construed and enforced according to the laws ofMaryland and all provisions of the Plan will be administered accordingly.

 

**14. Severability**

 

If any provision of this Plan is declared to be invalid orunenforceable, such provision shall be severed from this Plan and the otherprovisions hereof shall remain in full force and effect.

 

**15.Effective Date**

 

This amendmentand restatement of the Plan shall be effective July 1, 2008.

 

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