**Exhibit 10.2**

CONSENT

             THIS CONSENT(this "Consent"), dated as of June 15, 2001, to the CreditAgreement referenced below, is by and among Watson Wyatt & Company, aDelaware corporation (the "Borrower"), Watson Wyatt &Company Holdings, a Delaware corporation (the "Parent"), theDomestic Subsidiaries of the Parent identified on the signature pages hereto as"Subsidiary Guarantors" (the "Subsidiary Guarantors"),the Banks identified on the signature pages hereto and Bank of America, N.A., anational banking association formerly known as NationsBank, N.A., as agent forthe Banks (in such capacity, together with any successor in such capacity, the"Agent").

W I T N E S S E T H

             WHEREAS, a $120million credit facility has been extended to the Borrower pursuant to the termsof that Credit Agreement (as amended, modified, supplemented and extended fromtime to time, the "Credit Agreement") dated as of June 30,1998 among the Borrower, the Parent, the Subsidiary Guarantors, the Banksidentified therein and the Agent;

             WHEREAS,pursuant to the First Amendment to the Credit Agreement (the "FirstAmendment") dated as of October 6, 2000, the Banks consented to therelease of the Liens, in favor of the Agent, for the benefit of the Banks, onthe Employee Pledged Shares sold in connection with the initial public offeringof the common stock of the Parent; provided that the Liens on theEmployee Pledged Shares which were not sold in connection with the IPO shallnot be released and shall remain in full force and effect;

             WHEREAS, inconnection with a secondary public offering of the common stock of the Parent(the "Secondary Offering"), certain Persons propose to sellcertain Employee Pledged Shares and have requested that the Agent, with theconsent of the Majority Banks, release the Liens in favor of the Agent, for thebenefit of the Banks, on those Employee Pledged Shares sold by such Persons inconnection with the Secondary Offering; and

             WHEREAS, theMajority Banks have agreed to the requested release on the terms and conditionsset forth herein.

             NOW, THEREFORE,IN CONSIDERATION of the premises and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:

             1.          Release of Liens on Employee PledgedShares.  The Majority Banks herebyconsent to the release of the Liens in favor of the Agent, for the benefit ofthe Banks, on those Employee Pledged Shares sold in the Secondary Offering, providedthat in the event any Person that sells any Employee Pledged Shares in theSecondary Offering does not, within thirty (30) days of the date such personreceives the proceeds from such sale, make payment on such Person's EmployeeLoans in the amount and in the manner set forth in the Employee Note andEmployee Pledge Agreement of such Person, the Borrower shall (and by executionhereof the Borrower agrees it shall) promptly make such payment to the Lendersin such amount and such manner.

             2.          Letterof Credit Sublimit.  The sublimitfor LOC Obligations as referenced in clause (i) of the proviso in the firstsentence of Section 2.5(a) of the Credit Agreement is increased from"$10,000,000" to "$40,000,000".
             3.          Conditions Precedent.  This Consent shall be effective uponreceipt by the Agent of multiple counterparts of this Consent executed by theBorrower, the Parent, the Subsidiary Guarantors and the Majority Banks.

             4.          Reaffirmation of Representationsand Warranties.  The Borrower herebyaffirms that the representations and warranties set forth in the Credit Agreementand the other Credit Documents are true and correct as of the date hereof(except those which expressly relate to an earlier period).

             5.          Reaffirmation of Guaranty.  EachGuarantor (i) acknowledges and consents to all of the terms and conditions ofthis Consent, (ii) affirms all of its obligations under the Credit Documentsand (iii) agrees that this Consent and all documents executed in connectionherewith do not operate to reduce or discharge such Guarantor's obligationsunder the Credit Agreement or the other Credit Documents.

             6.          No Other Changes.  Except as modified hereby, all of the termsand provisions of the Credit Agreement and the other Credit Documents(including schedules and exhibits thereto) shall remain in full force andeffect.

             7.          Counterparts.  This Consent may be executed in any numberof counterparts, each of which when so executed and delivered shall be deemedan original and it shall not be necessary in making proof of this Consent toproduce or account for more than one such counterpart.

             8.          Governing Law.  This Consent shall be deemed to be acontract made under, and for all purposes shall be construed in accordancewith, the laws of the State of North Carolina.

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IN WITNESS WHEREOF, each of theparties hereto has caused a counterpart of this Consent to be duly executed anddelivered as of the date first above written.

 
BORROWER WATSON  WYATT & COMPANY      (d/b/a  Watson Wyatt Worldwide),       a Delaware corporation        ATTEST:/s/  Walter W. Bardenwerper By:  /s/ Eric B. Schweizer Name:Walter  W. Bardenwerper Name: Eric B. Schweizer Title:Secretary Title: Treasurer                      PARENT WATSON WYATT & COMPANY  HOLDINGS, INC.,      a  Delaware corporation          ATTEST:/s/  James S. Minogue By: /s/  Walter W. Bardenwerper Name:James  S. Minogue Name: Walter  W. Bardenwerper Title:Assistant  Secretary Title: Vice  President                      SUBSIDIARY  GUARANTORS WATSON  WYATT INVESTMENT CONSULTING, INC.,      a  Delaware corporation      WYATT  DATA SERVICES, INC.,      a  Delaware corporation      WATSON  WYATT INTERNATIONAL, INC.,      a  Nevada corporation          ATTEST:/s/  Walter W. Bardenwerper By:   /s/  Eric B. Schweizer Name:Walter  W. Bardenwerper Name: Eric  B. Schweizer Title:Secretary of each of the  Subsidiary Guarantors Title: Treasurer of each of the  Subsidiary Guarantors        
 

 

 
BANKSBANK OF AMERICA, N.A., as a  Bank and as Agent     By: /s/ John E. Williams  Name:John E. Williams  Title:Managing Director     PNC BANK, NATIONAL  ASSOCIATION     By:     Name:  Title:     COMERICA BANK     By: /s/ Jeffrey M. Lafferty  Name:Jeffrey M. Lafferty  Title:Account Representative      FIRST UNION NATIONAL BANK     By: /s/ Michael Romanzo  Name:Michael Romanzo  Title:Assistant Vice President     SUNTRUST BANK     By: /s/ Nancy R. Petrash  Name:Nancy R. Petrash  Title:Director     THE BANK OF NOVA SCOTIA     By: /s/ Todd Meller  Name:Todd Meller  Title:Managing Director