EXHIBIT
10.2


 


WATSON
WYATT & COMPANY HOLDINGS


AMENDED
COMPENSATION PLAN FOR OUTSIDE DIRECTORS


 


I.                                     The
schedule of fees is as follows:


 


A.                                 Cash Retainer: $45,000 per year, paid
quarterly


 


B.                                   Stock Grant: Watson Wyatt & Company
Holdings Class A common stock, equivalent to $45,000, issued at the end of each
fiscal year (at the completed fiscal year-end share price) for services
provided during the preceding fiscal year. Shares vest immediately at grant. At
the election of the director (which shall apply until modified), the stock
grant will be made at the end of each fiscal year, or in deferred stock units
payable in shares upon termination of board service.


 


C.                                   Board Meetings: $1,500 per day


 


D.                                  Committee Meetings: Compensation Committee and
Nominating and Governance Committee: $1,000 per day; Audit Committee: $2,000
per day


 


E.                                    Telephone Meetings of less than 4 hours: 50% of applicable fee


 


F.                                    Other Meetings: $1,000 per day


 


G.                                     Audit Committee Chair Annual Retainer:
$15,000


 


H.                                    Compensation Committee Chair Annual Retainer:
$10,000


 


I.                                         Nominating and Governance Committee Chair Annual
Retainer: $5,000


 


J.                                        Lead/Presiding Director Annual Retainer:
$10,000


 


II.                                 Outside
directors will initially be paid in a combination of cash and Watson Wyatt
& Company Holdings (“WWCH”) common stock, at the end of each calendar
quarter (at the completed quarter-end share price) for services during the
preceding quarter.


 


A.                                   Within
five years, a director is expected to own at least 5,000 shares of WWCH common
stock.  To meet a target of 5,000 shares, a director may initially elect
to be paid all in shares, or up to 40% of each payment in cash in order to
satisfy immediate tax liability. At any time, a director may change this
election within these parameters.


 


B.                                     A
director may elect to be paid through any combination of (i) cash; (ii)
deferral of cash under the WWCH Voluntary Deferred Compensation Plan for
Non-Employee Directors; and/or (iii) shares of WWCH common 





















 


stock.


 


C.                                     Once
a director attains the 5,000 share target, he/she shall continue to own at
least 5,000 shares while serving as a director.


 


III.                             Shares
will be distributed to the director by means of an account to be established
for each director at a brokerage firm designated by the Company.


 


IV.                             The
maximum number of shares that may be issued under the Plan is 150,000, subject
to adjustments for stock splits, stock dividends and similar transactions. The
shares may be authorized but unissued shares of common stock, issued shares
held in or acquired for the Company’s treasury, or shares reacquired by the
Company upon purchase in the open market.  


 


V.                                 The
Plan may be amended from time to time by the board of directors, except that
any such amendment is subject to stockholder approval to the extent required
under NYSE rules.