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EXHIBIT 3.2   RESTATED BYLAWS (AS AMENDED THROUGH JUNE 26, 2000)


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                             WATSON WYATT & COMPANY

                                 RESTATED BYLAWS
                (INCLUDES CHANGES APPROVED THROUGH JUNE 26, 2000)

                                   * * * * * *


                             SHAREHOLDERS' MEETINGS

Section 1.1 PLACE OF MEETINGS. All meetings of the shareholders may be held at
such place and time as shall be stated in the notice of the meeting, or in a
duly executed waiver of notice thereof.

Section 1.2 ANNUAL MEETINGS. An annual meeting of shareholders shall be held in
each year on a date and at a time determined by the Board of Directors and set
forth in the notice of such meeting. At such annual meeting, the shareholders
shall elect a Board of Directors and transact such other business as may
properly be brought before the meeting.

Section 1.3 SHAREHOLDERS' LIST. At least ten days before every election of
directors, a complete list of the shareholders entitled to vote at said election
arranged in alphabetical order, with the residence of each and the number of
voting shares held by each, shall be prepared by the Secretary. Such list shall
be open for said ten days to the examination of any shareholder during normal
business hours at the place where the election is to be held or at such other
place in the city where the election is to be held as is designated by the
Secretary and is specified in the notice for such meeting, and shall be produced
and kept at the time and place of election during the whole time thereof, and
subject to the inspection of any shareholder who may be present.

Section 1.4 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Delaware General
Corporation Law as amended from time to time (the "DGCL") or by the Restated
Certificate of Incorporation, shall be called by the President or Secretary at
the request in writing of a majority of the Board of Directors, or at the
request in writing of shareholders owning ten percent (10%) of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

Section 1.5 NOTICE OF MEETINGS. Written notice of a meeting of the shareholders,
stating the time and place and object thereof, shall be served upon or mailed to
each shareholder entitled to vote thereat at such address as appears on the
books of the Corporation at least 10 but not more than 60 days before the
meeting.

Section 1.6 QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by the
DGCL, by the Restated Certificate of Incorporation or by these Bylaws. In the
event that a separate vote by class of stock may be required at such meeting,
holders of the majority of each such class of stock issued and outstanding
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. Any
such adjourned meeting as to which there may be a new record date, or which has
been adjourned for more than 30 days, shall be subject to the notice
requirements as set forth in Section 1.5 hereof. At such adjourned meeting at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified.

Section 1.7 VOTING. When a quorum is present at any meeting, the vote of the
holders of stock representing a majority of the voting power present in person
or represented by proxy shall decide any question brought before

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such meeting, unless the question is one upon which by express provision of the
DGCL or of the Restated Certificate of Incorporation or of these Bylaws, a
different vote is required in which case such express provision shall govern and
control the decision of such question. Each shareholder shall have the number of
votes for each share of stock having voting power, registered in his name on the
books of the Corporation, as is provided for in the Restated Certificate of
Incorporation. Except where the transfer books of the Corporation shall have
been closed or a date shall have been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted on at any election of directors which shall have been transferred on the
books of the Corporation twenty days next preceding such election of directors.

Section 1.8 PROXIES. At any meeting of the shareholders every shareholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing (or other means permitted by the DGCL) and bearing a
date not more than three years prior to said meeting, unless said instrument
provides for a longer period.

Section 1.9. MAJORITY CONSENT. Whenever the vote of shareholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by the DGCL or the Restated Certificate of Incorporation or these Bylaws,
the meeting and vote of shareholders may be dispensed with, if the holders of
the outstanding stock having not less than the minimum number that would be
necessary to authorize or take such action at a meeting if such meeting were
held, shall consent in writing to such corporate action being taken in
accordance with the DGCL.

                                    DIRECTORS

Section 2.1 NUMBER AND TENURE OF DIRECTORS. The number of directors which shall
constitute the whole Board shall not be less than 7 nor more than 25, as
determined by the Board of Directors. The directors shall be elected at the
Annual Meeting of Shareholders, except as provided in Section 2.3. Each director
elected shall hold office until his successor is elected and qualified, except
that for any director who is an employee of the Corporation or any of its
affiliates at the time of election to the Board it shall be a qualification for
service as a director that such director shall remain so employed so that the
term of any such director shall automatically terminate upon termination of such
director's employment with the Corporation or such affiliate for any reason,
unless the Board, by majority vote, shall otherwise determine. Directors need
not be shareholders.

Section 2.2 PLACE OF MEETING. Meetings of the Board of Directors shall be held
at such place either within or without the State of Delaware or by telephone
conference call as shall be specified in the respective notices or waivers of
notice of such meetings.

Section 2.3 VACANCIES. If the office of any director or directors becomes vacant
by reason of death, resignation, retirement, disqualification, removal from
office, or otherwise, or a new directorship is created, a majority of the
remaining directors, though less than a quorum, may choose a successor or
successors, or a director to fill the newly created directorship, who shall hold
office for the unexpired term or until the next election of directors.

Section 2.4 GENERAL POWERS. The property and business of the Corporation shall
be managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not, by the DGCL or by
the Restated Certificate of Incorporation or by these Bylaws, directed or
required to be exercised or done by the shareholders. The Board of Directors may
exercise the hereinbefore described powers, and any duly constituted and
authorized committee of the Board of Directors may exercise such powers as have
been delegated to it by the Board of Directors, without a meeting by the
unanimous execution of an instrument in writing.

Section 2.5 COMMITTEES OF DIRECTORS. The Board of Directors may designate one or
more committees, each committee to consist of two or more of the directors of
the Corporation which, to the extent provided by resolution of the Board of
Directors, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation; but no such
committee shall have the power or authority in reference to the following
matters: (a) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the DGCL to be submitted to shareholders
for approval or (b) adopting, amending or repealing any bylaw of the
Corporation. Such committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors and, when
required by the Board, shall keep regular minutes of their proceedings and
report the same to the Board. The Board of Directors may appoint persons who are
not

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directors to serve on Board committees, provided that to the extent any such
committee exercises powers of the Board of Directors that have been specifically
delegated to it, such committee shall act solely by vote of members of the
committee who are also members of the Board of Directors.

Section 2.6 COMPENSATION OF DIRECTORS. Directors who are employees shall not
receive any stated salary for their services as directors, but, pursuant to
normal corporate expense reimbursement policies, shall receive reimbursement for
expenses of attendance at such meetings; provided that nothing herein contained
may be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefore.

Section 2.7 ANNUAL MEETING. The annual meeting of the Board of Directors shall
be held immediately following and at the same place as the annual meeting of the
shareholders, or at such time and place as may be specified or fixed by the
Board of Directors, the Chairman of the Board, if any, the President or the
Secretary in the notice of such meeting or waiver thereof.

Section 2.8 NOTICES OF BOARD OF DIRECTORS MEETINGS; SPECIAL MEETINGS. Special
meetings of the Board of Directors may be held at any time on the call of the
Chairman of the Board, if any, or the President or at the request in writing of
any six (6) directors. Notice of any regular or special meeting, unless waived,
shall be given by mail or facsimile or courier to each director at his address
as the same appears on the records of the Corporation not less than one (1) day
prior to the day on which such meeting is to be held if such notice is by
facsimile or courier, and not less than five (5) business days prior to the day
on which the meeting is to be held if such notice is by mail. If the Secretary
shall fail or refuse to give such notice, then the notice may be given by the
officer or any one of the directors making the call. Any such meeting may be
held at such place as the Board may fix from time to time or as may be specified
or fixed in such notice or waiver thereof. Notice may be waived in writing by
any director, either before or after the meeting. Any meeting of the Board of
Directors shall be a legal meeting without any notice thereof having been given,
if all the directors shall be present thereat, and no notice of a meeting shall
be required to be given to any director who shall attend such meeting.

Section 2.9 QUORUM AND MANNER OF ACTING. Except as otherwise provided in these
Bylaws, a majority of the total number of directors shall constitute a quorum at
any regular or special meeting of the Board of Directors. Except as otherwise
provided by the DGCL or by the Restated Certificate of Incorporation as amended,
or by these Bylaws, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.
In the absence of a quorum, a majority of the directors present may adjourn the
meeting from time to time until a quorum be had. Notice of any adjourned meeting
need not be given.

Section 2.10 NOTICES. Whenever under the provisions of the DGCL or of the
Restated Certificate of Incorporation or of these Bylaws, notice is required to
be given to any director or shareholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, by depositing
the same in a post office or letter box, in a post-paid sealed wrapper, or by
facsimile or courier, addressed to such director or shareholder at such address
as appears on the books of the Corporation, and such notice shall be deemed to
be given at the time when the same shall be thus mailed or sent by facsimile or
courier.

Section 2.11 WAIVERS OF NOTICE. Whenever any notice is required to be given
under the provisions of the DGCL or of the Restated Certificate of
Incorporation, or of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, or such person's or persons' attendance at such meeting, unless
such attendance is for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, shall be deemed equivalent thereto.

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                                    OFFICERS

Section 3.1 OFFICERS DESIGNATED. The officers of the Corporation shall be
elected by the Board of Directors at its annual meeting or any special meeting.
They may include a Chairman of the Board and shall include a President, a
Secretary, and such other officers as the Board of Directors may determine. One
person may hold any two of said offices except the offices of President and
Secretary.

Section 3.2 TENURE OF OFFICE. The officers of the Corporation shall hold office
until the next annual meeting of the Board of Directors and until their
respective successors are chosen and qualified, except (a) that the term of
office of any officer who is an employee of the Corporation shall automatically
terminate upon termination of such officer's employment by the Corporation for
any reason and (b) in case of the officer's prior resignation, death or removal.
The Board of Directors may also remove any officer at any time with or without
cause by the vote of a majority of the directors in office at the time.
Subordinate officers appointed by the President in accordance with Section 3.4
may be removed by the President.

Section 3.3 POWERS AND DUTIES OF OFFICERS. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as may be
prescribed by the Board of Directors or delegated by the President and, to the
extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors.

Section 3.4 SUBORDINATE OFFICERS, ETC. The President of the Corporation may
appoint such Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers, or other Officers, and such agents as the President may determine,
to hold office for such period, and with such authority and to perform such
duties as the President may from time to time determine.

Section 3.5 RESIGNATIONS. Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 3.6 VACANCIES. A vacancy in the office of President or Secretary for any
reason must be filled. A vacancy in any other office may be filled. Any vacancy
which is filled shall be filled for the unexpired portion of the term in the
same manner in which an officer to fill said office may be chosen pursuant to
Sections 3.1, 3.2 and 3.4.

                                 SHARES OF STOCK

Section 4.1 REGULATIONS. Subject to the terms of any contract of the Corporation
and the DGCL, the Board of Directors may make such rules and regulations as it
may deem expedient concerning the issue, transfer, and registration of
certificates and uncertificated shares evidencing the ownership of shares of the
stock of the Corporation, including the issue of new certificates or the
registration on the Corporation's books of uncertificated shares, for lost or
destroyed certificates, and including the appointment of transfer agents and
registrars.

Section 4.2 TRANSFER OF SHARES. The Corporation may from time to time enter into
an agreement or agreements with one or more of its shareholders restricting the
transferability of its stock in accord with the general corporate purpose to
have its stock owned by persons actively engaged in the corporate business.
Subject to the terms of any such agreement, shares of the capital stock of the
Corporation shall be transferable on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney, upon (i) the surrender and
cancellation of a certificate or certificates for a like number of shares;
and/or (ii) upon registration on the books of the Corporation of the transfer of
the respective uncertificated shares and the transmittal to the new registered
owner, any former registered owner, and any applicable pledgee of a written
statement advising of such transfer (as required pursuant to the DGCL). As
against the Corporation a transfer of shares can be made only on the books of
the Corporation and in the manner hereinabove provided, and the Corporation
shall be entitled to treat the registered holder of any share as the owner
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly

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provided by the DGCL. In the event shares of the Corporation are held by an
Employee Trust under Section 9.3, no transfer on the books of the Corporation
shall be made if said transfer would cause a violation of any provision of Title
I of the Employee Retirement Income Security Act of 1974 or the prohibited
transaction rules of Section 4975 of the Internal Revenue Code of 1986, as
amended.

Section 4.3 DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD. The Board of
Directors of the Corporation shall have the power to fix in advance a date as a
record date for the determination of shareholders entitled to notice of, and to
vote at, any meeting of shareholders of the Corporation, and any adjournment
thereof; or entitled to receive the payment of any dividend; or the date for the
allotment of rights, or the date when any rights in respect of any change or
conversion or exchange of capital stock of the Corporation shall go into effect
or in connection with obtaining the consent of shareholders for any purpose.
Notwithstanding the transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid, only such shareholders as shall be
shareholders as of such record date shall be entitled notice of, and to vote at,
such meeting and any adjournment thereof, to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be. If the Board of Directors shall fail to
determine the record date for determining shareholders entitled to notice of,
and to vote at, any meeting of shareholders of the Corporation, such date shall
be established as provided by the DGCL.

                            MISCELLANEOUS PROVISIONS

Section 5.1 FISCAL YEAR. The fiscal year of the Corporation shall end on June
30th of each year.

Section 5.2 BOOKS. The books of the Corporation may be kept (subject to any
provision contained in the DGCL) within or without the State of Delaware at such
place or places as may be designated from time to time by the Board of
Directors.

Section 5.3 FACSIMILES. Any copy, facsimile telecommunication or other reliable
reproduction of a writing, transmission or signature may be substituted or used
in lieu of the original writing, transmission or signature for any and all
purposes for which the original writing, transmission or signature could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing, transmission or
signature, as the case may be.

Section 5.4 DEPOSITORIES. The Board of Directors, the Chairman of the Board, if
any, the President, and such other officers as may be delegated authority by the
Board of Directors or one of the foregoing officers, and each of them, may
designate the banks, trust companies, or other depositories in which shall be
deposited from time to time, the money or securities of the Corporation. In the
case of a designation by the aforementioned officers, any such designation shall
require the approval of two of such officers, one of whom shall be the Treasurer
or the Vice President and Chief Financial Officer.

Section 5.5 CHECKS, DRAFTS, NOTES, ETC. All checks, drafts or other orders for
the payment of money and all notes or other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officer or officers or agent
or agents as shall from time to time be designated by the Board of Directors or
as shall be designated by any two of the Chairman of the Board, if any, the
President, and the Executive Vice President or Chief Financial Officer, if any,
or one of the foregoing officers and another officer elected by the Board of
Directors pursuant to Section 3.1 hereof.

Section 5.6 CONTRACTS, ETC., HOW EXECUTED. Except as in the Bylaws otherwise
provide, the Board of Directors may authorize any officer, agent or agents, to
enter into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

Section 5.7 STOCK IN OTHER CORPORATIONS. Any shares of stock in any other
corporation which may from time to time be held by the Corporation may be
represented and voted at any meeting of shareholders of such other corporation
by the President, the Treasurer or the Secretary of the Corporation or by any
other person or persons thereunto authorized by Board of Directors or designated
by the President, or by any proxy designated by written

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instrument of appointment executed in the name of this Corporation by its
President or by such officers as may be designated by him and attested by the
Secretary or Assistant Secretary.

Section 5.8  INDEMNIFICATION.

(a)      Each person who was or is a party or is threatened to be made a party
         to or is involved in any action, suit or proceeding or alternative
         dispute resolution procedure, whether civil, criminal, administrative
         or investigative (hereinafter a "proceeding"), by reason of the fact
         that he or she, or a person of whom he or she is the legal
         representative, is or was a director or officer of the Corporation or
         is or was a director or officer serving at the request of the
         Corporation as a director, manager, officer, partner, trustee, employee
         or agent of another corporation or of a partnership, limited liability
         company, joint venture, trust or other enterprise, including service
         with respect to employee benefit plans, shall be indemnified and held
         harmless by the Corporation to the fullest extent authorized by the
         laws of Delaware as the same now or may hereafter exist (but, in the
         case of any change, only to the extent that such change authorizes the
         Corporation to provide broader indemnification rights than said law
         permitted the Corporation to provide prior to such change) against all
         costs, charges, expenses, liabilities and losses (including attorneys'
         fees, judgments, fines, ERISA excise taxes or penalties and amounts
         paid or to be paid in settlement) reasonably incurred or suffered by
         such person in connection therewith and such indemnification shall
         continue as to a person who has ceased to be a director or officer and
         shall inure to the benefit of his or her heirs, executors and
         administrators. Until such time as there has been a final judgment to
         the contrary, a person shall be presumed to be entitled to be
         indemnified under this Section 5.8(a). The right to indemnification
         conferred in this Section shall be a contract right and shall include
         the right to be paid by the Corporation the expenses incurred in
         defending any such proceeding in advance of its final disposition upon
         receipt by the Corporation of an undertaking, by or on behalf of such
         director or officer, to repay all amounts so advanced if it shall
         ultimately be determined that the director or officer is not entitled
         to be indemnified under this Section or otherwise. The Corporation may,
         by action of its Board of Directors, provide indemnification to
         employees and agents of the Corporation with the same scope and effect
         as the foregoing indemnification of directors and officers.

(b)      If a claim under subsection (a) of this Section is not paid in full by
         the Corporation within thirty days after a written claim has been
         received by the Corporation the claimant may at any time thereafter
         bring suit against the Corporation to recover the unpaid amount of the
         claim and, if successful in whole or in part, the claimant shall also
         be entitled to be paid the expense of prosecuting such claim. It shall
         be a defense to any action (other than an action brought to enforce a
         claim for expenses incurred in defending any proceeding in advance of
         its final disposition where the required undertaking has been tendered
         to the Corporation) that the claimant has failed to meet a standard of
         conduct which makes it permissible to indemnify the claimant for the
         amount claimed, but the burden of proving such defense shall be on the
         Corporation. Neither the failure of the Corporation (including its
         Board of Directors, independent legal counsel, or its shareholders) to
         have made a determination prior to the commencement of such action that
         indemnification of the claimant is permissible in the circumstances
         because he or she has met such standard of conduct, nor an actual
         determination by the Corporation (including its Board of Directors,
         independent legal counsel, or its shareholders) that the claimant has
         not met such standard of conduct, nor the termination of any proceeding
         by judgment, order, settlement, conviction or upon a plea of nolo
         contendere or its equivalent, shall be a defense to the action or
         create a presumption that the claimant has failed to meet the required
         standard of conduct.

(c)      The right to indemnification and the payment of expenses incurred in
         defending a proceeding in advance of its final disposition conferred in
         this Section shall not be exclusive of any other right which any person
         may have or hereafter acquire under any statute, provision of the
         Restated Certificate of Incorporation, Bylaw, agreement, vote of
         shareholders or disinterested directors or otherwise.

(d)      The Corporation may maintain insurance, at its expense, to protect
         itself and any director, manager, officer, partner, trustee, employee
         or agent of the Corporation or another corporation, partnership,
         limited liability company, joint venture, trust or other enterprise
         against any expense, liability or loss, whether or not the

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         Corporation would have the power to indemnify such person against such
         expense, liability or loss under Delaware law.

(e)      To the extent that any director, officer, employee or agent of the
         Corporation is by reason of such position, or a position with another
         entity at the request of the Corporation, a witness in any proceeding,
         he or she shall be indemnified against all costs and expenses actually
         and reasonably incurred by him or her or on his or her behalf in
         connection therewith.

(f)      Notwithstanding any amendment of this section which may have been
         approved by the shareholders, this section may be added to, altered,
         amended or repealed pursuant to Section 5.9 of these Bylaws.

(g)      Any amendment, repeal or modification of any provision of this Section
         by the shareholders or the directors of the Corporation shall not
         adversely affect any right or protection of a director or officer of
         the Corporation existing at the time of such amendment, repeal or
         modification.

Section 5.9 AMENDMENT OF BYLAWS. Except for Section 9 of these Bylaws (which by
its terms may be altered, amended or repealed only upon the affirmative vote of
holders of stock possessing at least 80% of the outstanding voting rights), in
accordance with authority expressly contained in the Restated Certificate of
Incorporation, these Bylaws may be added to, altered, amended, or repealed, and
new or other Bylaws may be made and adopted by vote of a majority of the Board
of Directors at any regular or special meeting of the Board, and without prior
notice of intent so to do.

Sections  6 - 8 [RESERVED]

Section 9.1 RESTRICTION ON STOCK. Except for transfers to the Corporation or
transfers to Persons satisfying the terms and conditions of Sections 9.2 or 9.3
below, no present or future shareholder shall transfer, whether by way of sale,
gift, hypothecation, trust distribution, will, intestacy or any other
disposition, any shares of any class of capital stock ("Stock") in the
Corporation now owned beneficially and of record or hereafter acquired by such
shareholder (including, without limitation, shares of Stock acquired upon
conversion or exchange of other shares of Stock), without first giving the
Corporation prior written notice of his intention to so dispose of such Stock.
Said notice to the Corporation ("Disposition Notice") shall state the terms and
conditions of the proposed disposition, including the names of the transferees,
the purchase price and payment terms, if any, the type of disposition, and the
number of shares to be transferred ("Offered Shares"). A shareholder giving a
Disposition Notice is herein sometimes called an "Offering Stockholder".

(a)      The Corporation shall have the option for a period of thirty days
         following the receipt of a Disposition Notice from an Offering
         Stockholder to buy on such Closing Date, as is determined by the
         President or Secretary, part or all of the Offered Shares at the price
         per share determined in accordance with Section 9.5 of this Section 9,
         provided that the Corporation may buy less than all of the Offered
         Shares if the balance of the Offered Shares is contemporaneously
         purchased by Eligible Purchasers (or otherwise disposed of in
         accordance with these Bylaws) or if the Offering Stockholder elects to
         accept offers by the Corporation and/or Eligible Purchasers to purchase
         less than all of the Offered Shares and to retain the balance of the
         Offered Shares. If the Corporation does not elect to purchase all
         Offered Shares, within thirty days after receipt of the Offering
         Stockholder's Disposition Notice, it shall forward to the Offering
         Stockholder a list of the names and addresses of all Eligible
         Purchasers together with a description of their respective rights to
         purchase Offered Shares not initially purchased by the Corporation.

         The Offering Stockholder shall within fifteen days after receipt of
         such list of Eligible Purchasers offer to sell the balance of the
         Offered Shares to such Eligible Purchasers in accordance with their
         respective rights to purchase set forth in such list.

(b)      Elections by Eligible Purchasers to purchase Offered Shares under
         subsection (a) hereof shall be by written notice delivered both to the
         Corporation and to the Offering Stockholder within thirty days
         following the receipt of the offer to sell from the Offering
         Stockholder as provided in Section 9.1(a) hereof.

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(c)      The Corporation shall have the further option to buy or furnish
         Eligible Purchasers for any Offered Shares not initially to be
         purchased by the Corporation or by Eligible Purchasers under
         subsections (a) or (b) hereof within 120 days following receipt by the
         Corporation of the Disposition Notice.

(d)      The Offered Shares, if any, not purchased under subsections (a), (b),
         or (c) of this Section 9.1 may be disposed of within 150 days after
         receipt by the Corporation of the Disposition Notice, but only to
         persons and only on the terms and conditions set forth in the
         Disposition Notice. Any Offered Shares not so transferred within such
         150-day period may not thereafter be transferred, except upon
         compliance with the terms of this Section 9 of the Bylaws and as if
         they had not been previously offered hereunder. Any attempt to transfer
         any Stock of the Corporation in contravention of the provisions of this
         Section 9 shall be null and void and without legal effect, except that
         such attempted transfer shall constitute a continuing offer to sell all
         such Stock under Section 9.1(a) hereof. The price at which such Stock
         may be purchased by the Corporation or Eligible Purchasers shall be
         determined pursuant to Section 9.5 of this Section 9; such Stock will
         be deemed to have been offered at the date of the attempted transfer;
         and, for purposes hereof, such attempted transfer shall be deemed to
         constitute the giving of a Disposition Notice under Section 9.1, but
         there shall be no limitations on the time periods within which the
         Corporation and/or Eligible Purchasers shall be required to exercise
         their rights hereunder.

Section 9.2       TRUSTS AND OTHER PERMITTED TRANSFEREES; PERSONAL HOLDING
                  CORPORATIONS.

(a)      Anything in this Section 9 to the contrary notwithstanding, any
         shareholder may, with the approval of the Board of Directors or such
         officer(s) as may be designated by the Board of Directors for such
         purpose, transfer any or all Stock of the Corporation now owned or
         hereafter acquired by him to a Permitted Transferee, provided that the
         terms of clauses (i), (ii) or (iii), as applicable, are complied with.

(i)      in the case of a Permitted Transferee that is a trust or custodianship,

         (A)      the trust instrument or the instrument by which any stock is
                  transferred to the custodianship, as the case may be, by its
                  terms, acknowledges that the Stock is held subject to the
                  terms and conditions of these Bylaws;

         (B)      the trust instrument, or the instrument by which any stock is
                  transferred to the custodianship, as the case may be, by its
                  terms, provides that on the first to occur of:

                  (1)      the termination of the trust or custodianship;

                  (2)      the ceasing of the shareholder to act as the person
                           (whether in the capacity as a trustee, settlor,
                           custodian or otherwise) having sole dispositive and
                           voting control over the Stock held by such trust or
                           custodianship; or

                  (3)      any event described in Section 9.4 with respect to
                           the shareholder, whether in the capacity as settlor,
                           trustee or beneficiary of such trust or custodian of
                           such custodianship, as the case may be;

                  all Stock of the Corporation then held by the trust or
                  pursuant to the custodianship will (i) in the case of a
                  revocable trust, either revert to the shareholder or be
                  offered for sale by the same procedure as set forth in Section
                  9.1 hereof or (ii) in the case of an irrevocable trust or a
                  custodianship, be offered for sale by the same procedure as
                  set forth in Section 9.1 hereof;

         (C)      the shareholder is the sole person (whether in the capacity as
                  a trustee, settlor, custodian or otherwise) having voting and
                  dispositive control over any Stock held by such trust or
                  custodianship, as the case may be, and the trust or
                  custodianship grants to the shareholder and to no other
                  person, corporation or other entity full powers with respect
                  to all Stock of the Corporation at any time held by the trust
                  or custodianship, as the case may be, including powers to
                  attend all meetings of shareholders, vote or direct the voting
                  of such stock and give proxies with respect thereto, make all
                  decisions with respect to the trust's or custodian's sale or
                  purchase thereof,

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                  including the power to direct the sale of some or all of the
                  Stock of the Corporation at any time for any reason deemed
                  valid by said shareholder;

         (D)      a copy of the trust instrument, as from time to time amended,
                  or the instrument by which any stock is transferred to a
                  custodianship and a copy of the statutory act governing such
                  custodianship, as from time to time amended, is at all times
                  kept on file by the trustee or custodian thereof with the
                  Secretary of the Corporation; and

         (E)      the trust, by its terms, provides that any amendment that in
                  any way affects the Stock of the Corporation held by the trust
                  or any of the provisions relating to such Stock set forth in
                  subparagraphs (i) (A) through (D) above, must be approved in
                  advance by the President, Treasurer or Secretary of the
                  Corporation or shall be null and void and of no effect with
                  respect to such Stock.

(ii) in the case of a Permitted Transferee that is a partnership, limited
liability company or similar entity,

         (A)      the partnership, limited liability company or other governing
                  agreement acknowledges that the Stock is held subject to the
                  terms and conditions of these Bylaws;

         (B) the partnership, limited liability company or other governing
             agreement, by its terms, provides that on the first to occur of:

                  (1)      the termination of the partnership, limited liability
                           company or other entity;

                  (2)      the ceasing of the shareholder to Control the
                           partnership, limited liability company or other
                           entity; or

                  (3)      any event described in Section 9.4 with respect to
                           the shareholder;

                  all Stock of the Corporation then held by the partnership,
                  limited liability company or other entity will either revert
                  to the shareholder or be offered for sale by the same
                  procedure as set forth in Section 9.1 hereof'

         (C)      the partnership, limited liability company or other governing
                  agreement grants to the shareholder and to no other Person
                  full powers with respect to voting and disposition of all
                  Stock of the Corporation at any time held by the partnership,
                  limited liability company or other entity, including powers to
                  attend all meetings of partners, members or other owners, as
                  applicable, vote such Stock and give proxies with respect
                  thereto, make all decisions with respect to the partnership,
                  limited liability company or other entity's sale or purchase
                  thereof, including the power to direct the sale of some or all
                  of the Stock of the Corporation at any time for any reason
                  deemed valid by said shareholder;

         (D)      a copy of the partnership, limited liability company or other
                  governing agreement, as from time to time amended, is at all
                  times kept on file by the managing or general partner,
                  managing member or other manager thereof with the Secretary of
                  the Corporation; and

         (E)      the partnership, limited liability company or other governing
                  agreement, by its terms, provides that any amendment that in
                  any way affects the Stock of the Corporation held by the
                  partnership, limited liability company or other entity or any
                  of the provisions relating to such Stock set forth in
                  subparagraphs (ii) (A) through (D) above, must be approved in
                  advance by the President, Treasurer or Secretary of the
                  Corporation or shall be null and void and of no effect with
                  respect to such Stock.

<PAGE>


(iii) in the case of a Permitted Transferee that is a corporation,

         (A)      One hundred percent (100%) of the stock of such personal
                  holding corporation is owned solely by the shareholder, and/or
                  any spouse of the shareholder and/or any descendant of the
                  shareholder and no person, corporation or other entity other
                  than the shareholder shall have any rights or powers with
                  respect to the Control of such corporation or the voting and
                  disposition of any Stock of the Corporation at any time held
                  by such corporation, including, without limitation, any right
                  to attend meetings of shareholders, vote such stock or give
                  proxies with respect thereto;

         (B)      the Articles of Incorporation, Bylaws and any other charter or
                  governing documents of such corporation contain restrictions
                  on the transfer of its stock which have substantially the same
                  effect as the stock transfer restrictions contained in these
                  Bylaws, and are approved in writing by the General Counsel of
                  the Corporation, are not amended without such approval, and
                  certified or notarized copies thereof are at all times kept on
                  file with the Secretary of the Corporation;

         (C)      all stock certificates of the corporation contain a legend
                  identifying the existence of such transfer restrictions;

         (D)      the corporation shall agree in writing with the Corporation
                  not to issue or allot any additional stock of any class to
                  anyone other than the shareholder and/or any spouse of the
                  shareholder and/or descendant of the shareholder;

         (E)      the shareholder and the corporation agree with the Corporation
                  in writing, in a form approved by the General Counsel of the
                  Corporation, that they will abide by all of the terms
                  restricting the transfer of the Corporation's Stock as set
                  forth in these Bylaws (as they may be amended from time to
                  time) and that they will take or cause to be taken all steps
                  which may be required in order to assure compliance with the
                  stock transfer restrictions contained in these Bylaws,
                  including an agreement not to transfer the stock of the
                  corporation; and

         (F)      the corporation and the shareholder shall agree in writing
                  with each other and the Corporation that, upon the first to
                  occur of:

                  (1)      any event described in Section 9.4 with respect to
                           the shareholder;

                  (2)      the bankruptcy, insolvency, dissolution (either
                           voluntary or involuntary), sale or merger of the
                           corporation; or the sale or attempted sale of any of
                           its stock, other than in accordance with these
                           Bylaws, or its assets, or the imposition of any lien
                           upon the Stock of the Corporation or other assets
                           owned by the corporation; or

                  (3)      the amendment of the Articles of Incorporation,
                           Bylaws, or other charter or governing documents of
                           such corporation, which amendment is not approved in
                           writing by the General Counsel of the Corporation, or
                           any breach of any of the provisions of subparagraphs
                           (iii) (A) through (E) above;

                  all Stock of the  Corporation  then owned by the  corporation
                  be deemed to be offered for sale by the same procedure as set
                  forth in Section 9.1 hereof.

(b)      Personal Holding Corporations. Anything in this section 9 to the
         contrary notwithstanding, any non-U.S. resident shareholder of the
         Corporation's Stock (for purposes of this paragraph, the "Shareholder")
         may, with the approval of the Board of Directors or such officer(s) as
         may be designated by the Board of Directors for such purpose, transfer
         any or all Stock of the Corporation now issued or hereafter acquired by
         him (or direct the Corporation to issue stock allocated by the
         Corporation to him) to a personal holding corporation incorporated
         under the laws of a jurisdiction outside of the United States which
         corporation is wholly-owned by such Shareholder (or such similar entity
         under the laws of the jurisdiction in which such Shareholder is
         domiciled which is wholly-owned by such Shareholder and which is
         approved by the General Counsel of the Corporation in his discretion),
         provided that:

<PAGE>

         (i)      One hundred percent (100%) of the stock of such personal
                  holding corporation is owned solely by the Shareholder (or the
                  ownership of such other similar approved entity is one hundred
                  percent (100%) vested in the Shareholder) and no person,
                  corporation or other entity other than the Shareholder shall
                  have any rights or powers with respect to the ownership,
                  control or direction of any stock of such personal holding
                  corporation or other similar approved entity or any stock of
                  the Corporation at any time held by such personal holding
                  corporation or other similar approved entity, including,
                  without litigation, any right to attend meetings of
                  shareholders, vote such shares or give proxies with respect
                  thereto;


         (ii)     the Articles of Incorporation, Bylaws and any other charter or
                  governing documents of such personal holding corporation or
                  other similar approved entity contain restrictions on the
                  transfer of its stock which have substantially the same effect
                  as the stock transfer restrictions contained in these Bylaws,
                  and are approved in writing by the General Counsel of the
                  Corporation, are not amended without such approval, and
                  certified or notarized copies thereof are at all times kept on
                  file with the Secretary of the Corporation;

         (iii)    all stock certificates of the personal holding corporation (or
                  similar documents evidencing ownership of such other similar
                  approved entity) contain a legend identifying the existence of
                  such transfer restrictions;

         (iv)     such personal holding corporation or similar approved entity
                  shall agree in writing with the Corporation not to issue or
                  allot any additional stock of any class to anyone other than
                  the Shareholder;

         (v)      the Shareholder and the personal holding corporation or other
                  similar approved entity agree with the Corporation in writing,
                  in a form approved by the General Counsel of the Corporation,
                  that they will abide by all of the terms restricting the
                  transfer of the Corporation's stock as set forth in these
                  Bylaws (as they may be amended from time to time) and that
                  they will take or cause to be taken all steps which may be
                  required in order to assure compliance with the stock transfer
                  restrictions contained in these Bylaws, including an agreement
                  not to transfer the stock of the personal holding corporation
                  (or other evidence of ownership of a similar approved entity);
                  and

         (vi)     the personal holding corporation (or similar approved entity)
                  and the Shareholder shall agree in writing with each other and
                  the Corporation that, upon the first to occur of:

                  (A)      any event described in Section 9.4 with respect to
                           the Shareholder;

                  (B)      the bankruptcy, insolvency, dissolution (either
                           voluntary or involuntary), sale or merger of the
                           personal holding corporation or other similar
                           approved entity, or the sale or attempted sale of any
                           of its stock, other than in accordance with these
                           Bylaws, or its assets, or the imposition of any lien
                           upon the stock of the Corporation or other assets
                           owned by the personal holding corporation or other
                           similar approved entity; or

                  (C)      the amendment of the Articles of Incorporation,
                           Bylaws, or other charter or governing documents of
                           such personal holding corporation or other similar
                           approved entity, which amendment is not approved in
                           writing by the General Counsel of the Corporation, or
                           any breach of any of the provisions of subparagraphs
                           (i) through (v) of this subsection;

                  all Stock of the Corporation then owned by the personal
                  holding corporation or other similar approved entity will be
                  deemed to be offered for sale by the same procedure as set
                  forth in Section 9.1 hereof.

Section 9.3 EMPLOYEE TRUSTS. Anything in this Section 9 to the contrary
notwithstanding, Stock of the Corporation may be owned by one or more trusts
maintained exclusively for the benefit of employees of the corporation and/or
any of its present or future subsidiaries and either qualified under Section
401(a) or 501(a) of the Internal Revenue Code of 1986 (or any successor
statute), or approved by the Board of Directors of the Corporation, provided
that:

<PAGE>

(a)      upon the occurrence of any event specified in Section 9.4 with respect
         to any employee who is then a beneficiary of such trust, the trust
         shall offer for sale in accordance with the terms and provisions of
         Section 9.4 hereof:

         (i)      all Stock of the Corporation, if any, allocated to the
                  separate account of such employee under the trust's terms; and

         (ii)     a pro rata portion of all Stock of the Corporation held by
                  such trust and not allocated to the separate accounts of
                  beneficiaries, such pro rata portion to be based upon such
                  actuarial and other considerations as the trustees of the
                  trust and the Board of Directors of the Corporation shall, in
                  their absolute discretion, deem appropriate.

Section 9.4 DEATH, TERMINATION OF EMPLOYMENT, BANKRUPTCY, LIENS. On the death of
a shareholder, or upon the termination of a shareholder's employment with the
Corporation or any subsidiary of the Corporation, whether said termination be by
retirement, voluntary or involuntary termination, or for any other reason, or
upon the Corporation receiving actual knowledge that a shareholder or any
personal holding corporation or similar approved entity as described in Section
9.2 has become bankrupt or suffered or permitted the imposition of any lien or
attachment on any Stock of the Corporation owned by such shareholder or any
trust, personal holding company or other similar approved entity holding Stock
for his benefit (except any permitted lien arising from a loan program
established by the Board of Directors to facilitate the financing of purchases
of Stock by Eligible Purchasers), whichever first occurs ("Determination Date"),
all Stock of the Corporation then owned by such shareholder or his
representative or held for his benefit in any trust, personal holding company or
other entity permitted hereunder shall be deemed offered for sale and to
constitute Offered Shares subject to purchase by the same procedure as set forth
in Section 9.1 of this Section 9, excepting that, purchase of such shares shall
occur on such Closing Date (not more than 245 days after the Determination
Date), as the President or Secretary shall determine with payment to be made in
accordance with Section 9.6 hereof. Any of such shares of Stock not elected to
be purchased by the Corporation or by Eligible Purchasers within 245 days after
the Determination Date shall be purchased by the Corporation unless and to the
extent that the Corporation is prohibited from doing so by the DGCL. For
purposes of this Section 9.4, notwithstanding any other provision of this Bylaw,
a shareholder shall be deemed to own all Stock transferred by him to a trust
satisfying the terms and conditions of Section 9.2 hereof and such trust shall
have the same obligations with respect to the sale of such Stock hereunder as
the shareholder would have had if the Stock had not been transferred to said
trust.

Section 9.5  PURCHASE PRICE.

(a)      The Purchase Price for any Stock of the Corporation shall be determined
         in accordance with this Section 9.5, excepting that if a Disposition
         Notice given under Section 9.1 indicates an intention to make a bona
         fide sale of Stock for value, then the Purchase Price for any Stock
         which is the subject of such notice (including Stock which is being
         offered pursuant to the terms of Section 9.2 or 9.3) shall equal the
         price set forth in such notice, if such price is lower than the
         Purchase Price determined hereunder.

(b)      Except as provided in subparagraph (a) hereof and subject to
         subparagraph (e) hereof, the Purchase Price for any Stock purchased by
         an Eligible Purchaser on or after July 1, 1996 shall be the Formula
         Book Value of such Stock as of the last day of the Corporation's fiscal
         year coincident with or next preceding the Closing Date with respect to
         such purchase.

(c)      Except as provided in subparagraph (a) hereof, the Purchase Price for
         any Stock purchased by the Corporation hereunder shall be determined as
         follows (subject to appropriate adjustment to reflect stock splits,
         stock dividends, combinations of shares and similar recapitalizations):

                  The Purchase Price (P) per share for purchases by the
                  Corporation with a date of Disposition Notice or a
                  Determination Date on or after July 1, 1990 shall be
                  determined by the following formula:

                                    P= [B x(l +(r x n/12))] +(d x n/12)

<PAGE>

                  B = Formula Book Value of such Stock as of the last day of the
                  Corporation's fiscal year coincident with or next preceding
                  the date of Disposition Notice under Section 9.1 or a
                  Determination Date under Section 9.4, whichever is applicable;

                  r = the actual percentage increase, if any, in the Formula
                  Book Value of such Stock as of the last day of the
                  Corporation's fiscal year during which such Disposition Notice
                  or Determination Date occurs over the Formula Book Value as of
                  the last day of the Corporation's prior fiscal year;

                  n = the number of completed months between (1) the last day of
                  the Corporation's fiscal year coincident with or next
                  preceding such Disposition Notice or Determination Date, and
                  (2) the date of such Disposition Notice or such Determination
                  Date, whichever is applicable; and

                  d = The dividend, if any, per share declared for such Stock
                  for the fiscal year during which such Disposition Notice or
                  Determination Date occurs (unless the shareholder actually
                  receives the dividend for such year, in which case d = 0).

(d)      If, and only if, the Closing Date for the purchase by the Corporation
         or an Eligible Purchaser of any Stock under Section 9.4 hereof is more
         than thirty (30) days after the Determination Date, the Corporation
         will pay the selling shareholder interest on the amount of the Net Book
         Value denoted as "B" in the formula set forth in subparagraph (c)
         hereof at the Loan Rate (as described in Section 9.6(b)(iii) hereof)
         from the Determination Date to the Closing Date.

(e)      Except as provided in subparagraph (a) hereof, with respect to any
         purchases of Stock by an Eligible Purchaser from a shareholder other
         than the Corporation, the Corporation will pay the selling shareholder
         an amount which is equal to "P" minus "B" in the formula set forth in
         subparagraph (c) hereof.

Section 9.6  PAYMENT.

(a)      The Purchase Price for Stock of the Corporation purchased hereunder by
         an Eligible Purchaser shall be paid in cash on the Closing Date,
         subject to Section 9.5(e) hereof, except as the purchaser and seller
         may otherwise agree.

         (b.i)    Payments by the Corporation of the portion of the Purchase
                  Price representing the pro rata increase, if any, in the Net
                  Book Value of the Stock and the pro rata dividend may be made
                  in multiple installments as may be determined by the President
                  or Secretary from time-to-time, but no such installment shall
                  be made later than eighteen (18) months after the Closing Date
                  except as provided in subparagraph (b)(ii) hereof.

         (b.ii)   Notwithstanding the provisions of subparagraph (b)(i) hereof,
                  the Purchase Price for Stock of the Corporation purchased
                  hereunder by the Corporation may be paid, at the option of the
                  Corporation, (i) all in cash, or (ii) twenty-five percent
                  (25%) in cash and the balance in a non-negotiable promissory
                  note of the Corporation payable over a period of not more than
                  three (3) years following the Closing Date, no part of such
                  note to be paid in the same calendar year in which the stock
                  is purchased unless such note is paid in full within such
                  calendar year, such note to bear interest on the unpaid
                  balance thereof at the Loan Rate (as hereinafter defined), or
                  (iii) on such other terms as seller and the Corporation may
                  agree in writing.

         (b.iii)  "Loan Rate" shall mean the interest rate for Wyatt shareholder
                  loans in effect at such bank or banks as the Board of
                  Directors, the President or the President's designee shall
                  have approved for such loans on the date of issue of a note
                  pursuant to subparagraph (b)(ii) hereof, or the Determination
                  Date pursuant to Section 9.5(d) hereof, or 10% per annum,
                  whichever is lower.

<PAGE>

Section 9.7 ENDORSEMENT ON STOCK CERTIFICATES. All certificates representing
Stock of the Corporation shall be conspicuously endorsed with a legend
substantially as follows:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933. THE SHARES REPRESENTED BY THIS
         CERTIFICATE ARE SUBJECT TO AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
         HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT UNDER THE CIRCUMSTANCES
         SPECIFIED IN SECTION 9. OF THE BYLAWS OF THE CORPORATION, A COPY OF
         WHICH MAY BE OBTAINED FROM THE SECRETARY OF WATSON WYATT & COMPANY WHO
         WILL MAIL A COPY THEREOF WITHOUT CHARGE TO THE HOLDER HEREOF WITHIN 5
         DAYS OF A WRITTEN REQUEST THEREFOR."

Section 9.8  [RESERVED]

Section 9.9  DEFINITIONS.

(a) The term "Eligible Purchasers", as used herein, shall mean any of the
following persons or entities:

         (i)      full-time employees or regular part-time employees of the
                  Corporation or its subsidiaries who satisfy criteria approved
                  from time-to-time by the Board of Directors;

         (ii)     a partner engaged full-time in a partnership practice of any
                  affiliate or subsidiary, if applicable, of the Corporation;

         (iii)    a director of the Corporation or any subsidiary of the
                  Corporation;

         (iv)     a corporation, partnership, association, or other entity with
                  which the Corporation has an affiliated business relationship,
                  as designated from time to time by the Board of Directors; or

         (v)      full-time employees or regular part-time employees of any
                  corporation, partnership, association, or other entity with
                  which the Corporation has an affiliated business relationship
                  as designated from time to time by the Board of Directors and
                  who satisfy criteria approved from time to time by the Board
                  of Directors.

         The Board of Directors shall designate which persons in the categories
         of persons set forth above shall be deemed to be Eligible Purchasers
         with respect to any particular transaction. Designation as an Eligible
         Purchaser in connection with any offer and sale shall not create or
         imply any right to be so designated in connection with any other offer
         or sale or, if so designated, to be designated on the same terms and
         conditions.

(b)      Net Book Value of Common Stock as used herein shall mean the
         consolidated net book value (defined as the sum of Redeemable Common
         Stock and Permanent Shareholders' Equity on the Corporation's
         Consolidated Balance Sheet as of the fiscal year end) of the Common
         Stock of the Corporation determined, on an accrual basis, by generally
         accepted accounting principles ("GAAP") except that in computing such
         Net Book Value as of June 30, 1984, or any subsequent fiscal year end,
         consolidated assets of the Corporation consisting of subscriber lists,
         computer software and data banks used principally in compensation
         survey or related businesses carried on by the Corporation or any
         subsidiary shall be valued at 50% of the Consolidated income received
         by the Corporation in respect of such business during the fiscal year
         then ended. Formula Book Value as used herein shall mean the Net Book
         Value of the Corporation's Common Stock as of June 30, 1996, increased
         or decreased by net income or losses, and all other GAAP basis
         increases or decreases to Net Book Value occurring after June 30, 1996,
         and adjusted to (i) spread the economic impact of certain real estate
         sublease losses over the remaining life of the sublease; and (ii)
         eliminate annual changes in the Currency Translation Adjustment ("CTA")
         occurring after June 30, 1996; and (iii) eliminate the after-tax
         increases or decreases in Net Book Value recorded in accordance with


<PAGE>

         GAAP as a result of the Discontinuation of the Outsourcing Business.
         The Discontinuation of the Outsourcing Business as used herein means
         the discontinuation of the outsourcing business of the Corporation and
         Wellspring Resources, LLC pursuant to the Discontinuation Plan adopted
         by the Board of Directors of the Corporation on February 18, 1998, as
         set forth in the minutes of the meeting of the Board of Directors of
         the Corporation held on February 18, 1998. Formula Book Value shall be
         determined by the independent certified public accountants of the
         Corporation from the Corporation's consolidated financial statement
         prepared on an accrual basis in accordance with generally accepted
         accounting principles as certified by such accountants, except as
         described above. Such determinations shall be conclusive and binding
         upon the Corporation and all holders of stock.

(c)      The term "Closing Date" hereunder shall mean the time established by
         the President or Secretary pursuant to Section 9.1, 9.4 or 9.5 hereof.

(d)      The term "Corporation" as used herein in Section 9 shall mean the
         Corporation, a Subsidiary, or an Affiliate as defined in ARTICLE
         FOURTEENTH of the Restated Certificate of Incorporation.

(e)      The term "Permitted Transferee" shall mean any of the following: (i)
         any revocable trust created for the benefit of the shareholder during
         the lifetime of the shareholder of which the shareholder is the only
         person (whether in the capacity as a trustee, settlor or otherwise)
         having voting and dispositive control over the Stock held by such
         trust, (ii) any irrevocable trust created for the benefit of the
         shareholder and/or any spouse of the shareholder and/or any descendant
         of the shareholder (which term shall include any adopted child or
         stepchild of the shareholder) of which the shareholder is the only
         trustee having voting and dispositive control over the Stock held by
         such trust, (iii) a custodianship for the benefit of a minor who is a
         descendant of the shareholder (which term shall include any adopted
         child or stepchild of the shareholder), to which any transfer is made
         pursuant to and which is valid under the Uniform Transfers to Minors
         Act, the Uniform Gifts to Minors Act or a substantially similar act, of
         which the shareholder is the only custodian having voting or
         dispositive control over the Stock held pursuant to such custodianship,
         (iv) any partnership, limited liability company or similar entity all
         of the ownership interests in which are held by the shareholder alone,
         or by the shareholder and any spouse of the shareholder and/or any
         descendant of the shareholder (which term shall include any adopted
         child or stepchild of the shareholder) and/or any Person referred to in
         clauses (i) and (iii) above, which is Controlled by the shareholder and
         (v) any corporation (including, without limitation, any subsidiary or
         sub-subsidiary of any such corporation) which is wholly-owned directly
         or indirectly, by the shareholder alone or by the shareholder and any
         one or more Persons referred to in clauses (i) - (iv) above and which
         is Controlled by the shareholder.

(f)      The term "Control" means, with respect to any Person, the power to
         direct the management and policies of such Person, directly or
         indirectly, whether through the ownership of voting securities or other
         beneficial interest, or by contract or otherwise.

(g) The term "Person" means an individual, partnership, corporation, limited
liability company, trust or other entity of whatever nature.

Section 9.10 BENEFIT. The rights and restrictions contained herein shall be
binding upon and inure to the benefit of all present and future shareholders of
the Corporation, their heirs, executors, administrators, successors and assigns.

Section 9.11 AMENDMENT. Except as provided below, this Section 9 of the Bylaws
of the Corporation may be altered, amended or repealed only upon the affirmative
vote of the holders of Stock possessing at least 80% of the outstanding voting
rights of the capital stock of the Corporation, voting as one aggregate class.
If any such alteration, amendment or repeal affects any class or classes
adversely, then, in addition to the affirmative vote required above, the
affirmative vote of holders of at least a majority of the outstanding shares of
each class so affected, voting separately as a class, shall be required, unless
the effect of such alteration, amendment or repeal is adverse to all classes on
a substantially equivalent basis. Notwithstanding the foregoing, any amendment
to this Section 9 of the Bylaws of the Corporation describing the Purchase Price
of any class of Stock hereafter authorized shall require only such affirmative
vote of shareholders as Section 242 of the DGCL, as then in effect, requires to
amend the Corporation's Restated Certificate of Incorporation to authorize the
issuance of such class.