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                                     EXHIBIT 10.1
                            WATSON WYATT & COMPANY HOLDINGS
                       COMPENSATION PROGRAM FOR OUTSIDE DIRECTORS
                                    NOVEMBER 2001

I.   A schedule of outside director fees will be recommended by the CEO, and
approved by the Executive Committee, from time to time.

II.  The schedule of fees as of November 1, 2001 is as follows:


     A  RETAINER:             $25,000 per year, paid quarterly
     B  BOARD MEETINGS:       $1,500 per day
     C  COMMITTEE MEETINGS:   $1,000 per day
                              ($750 if held in conjunction with Board meeting)
                              $2,000 per day for Committee Chair
                              ($1,000 if held in conjunction with Board meeting)
     D  TELEPHONE MEETINGS
        OF LESS THAN 4 HOURS: 40% of applicable fee
     E  OTHER MEETINGS:       $1,000 per day

III. Outside directors will initially be paid in shares of WW&Co Holdings
common stock, or in a combination of cash and shares, quarterly (at the
completed quarter-end share price) for services during the preceding quarter.


     A  A director is expected to own Watson Wyatt stock. To meet a target
        of 3,000 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  After acquiring 3,000 shares, a director may elect to be paid through
        any combination of (i) cash; (ii) deferral of cash under the
        "Voluntary Deferred Compensation Plan;" and/or (iii) shares of the
        Company's stock.

     C  Once a director attains the 3,000 share target, he/she shall continue
        to own at least 3,000 shares while serving as a director.

     D  Shares will be distributed to the director by means of an account to
        be established for each director at Salomon Smith Barney.

IV.  The Voluntary Deferred Compensation Plan shall be as annexed hereto as
Exhibit 1.
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                                                                      EXHIBIT 1



                         WATSON WYATT & COMPANY HOLDINGS

                      VOLUNTARY DEFERRED COMPENSATION PLAN

1. PURPOSE


The purpose of the Watson Wyatt & Company Holdings Voluntary Deferred
Compensation Plan is to provide non-employee directors of Watson Wyatt & Company
Holdings an opportunity to defer compensation from the Company.





2. DEFINITIONS


(a) "Change in Control" shall mean the occurrence of any of the following:


     (i) the sale, lease, transfer, conveyance or other disposition, in one or a
series of related transactions, of all or substantially all of the assets of the
Company;


     (ii) any "person" or "group" (as such terms are used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act, as defined below) is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
shares that any such person has the right to acquire, whether such right is
exercisable immediately or is subject to other conditions), directly or
indirectly, of more than 50% of the total voting power of the voting stock of
the Company, including by way of merger, consolidation or otherwise;


     (iii) satisfaction or waiver of all conditions precedent (including receipt
of any approval by the stockholders of the Company) under any agreement or plan
of merger, consolidation or reorganization involving the Company, if as a result
of such merger, consolidation or reorganization the stockholders of the Company
immediately before such transaction will not own, directly or indirectly
immediately following such merger, consolidation or reorganization, more than
50% of the combined voting power of the company(ies) resulting

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from such merger, consolidation or reorganization in substantially the same
proportion as their ownership immediately before such merger, consolidation or
reorganization; or


     (iv) during any period of two consecutive years, individuals who at the
beginning of such period served on the Board of Directors (any such individual,
an "Incumbent Director") cease for any reason to constitute a majority of the
Board of Directors; provided that any new director whose election to the Board
or whose nomination for election to the Board was approved by a majority of the
Incumbent Directors then in office shall be considered an "Incumbent Director"
unless the director was elected or nominated for election to the Board of
Directors to avoid or settle a threatened or actual proxy contest.


(b) The term "Committee" shall mean the Executive Committee of the Board of
Directors of the Company.


(c) The "Company" shall mean Watson Wyatt & Company Holdings.


(d) The term "Compensation" shall mean retainers, meeting fees, and any
consulting fees or other fees for assignments arising out of the Participant's
capacity as a non-employee director.


(e) The term "Deferred Compensation Account" shall mean a memorandum account
established by the Company on its books.


(f) The term "Participant" shall mean a nonemployee director of the Company.


(g) The term "Plan" shall mean the Watson Wyatt & Company Holdings Voluntary
Deferred Compensation Plan.


3. ADMINISTRATION


The Plan shall be administered by the Executive Committee of the Board of
Directors of the Company. The Company shall have sole and complete authority to
interpret the terms and provisions of the Plan and to delegate various
administrative tasks to appropriate officers and employees of the Company.


4. ELIGIBILITY


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Non-employee directors who have acquired at least 3,000 shares of Watson Wyatt &
Company common stock shall be eligible to participate in the Plan.


5. ELECTION TO DEFER


(a) A Participant may elect in writing delivered to the Committee to defer
receipt of all or a specified portion of his/her Compensation. Once received by
the Committee, an election to defer cannot be revoked.


(b) The election must be made prior to the beginning of the calendar year to
which the Compensation relates. A new Participant in the Plan shall have 15 days
following his/her selection by the Committee to make an election with respect to
Compensation to be earned for the balance of the year.


(c) The period of deferral shall be until the Participant ceases to be a
director of the Company.


6. ESTABLISHMENT OF DEFERRED COMPENSATION ACCOUNT


At the time of the Participant's initial deferral pursuant to Paragraph 5, the
Company shall establish a Deferred Compensation Account for such Participant on
its books. Deferred Amounts shall be credited to the Deferred Compensation
Accounts at the time the Compensation would have been paid to the Participant if
no deferral election were made. Additions as provided in Paragraph 7, below,
shall be credited to the Participant's Deferred Compensation Account as of the
last day of each month.


7. ADDITIONS TO DEFERRED ACCOUNTS


As of the last day of each month, the balance in the Participant's Deferred
Compensation Account at the beginning of that month shall be credited with
interest using an interest factor equivalent to the prime rate of interest as
reported by Bank of America at the beginning of such month.


8. PAYMENT OF DEFERRED AMOUNT


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(a) Except as otherwise provided in subparagraph (b) or (c) below, a
participant's Deferred Compensation Account shall be paid to the Participant, or
the Participant's beneficiary in a lump sum, as soon as practical after the
participant ceases to be a director of the Company.


In the event of the Participant's death, payment of the balance in the
Participant's Deferred Compensation Account shall be made in a lump sum to the
Participant's beneficiary designated by the Participant in writing and delivered
to the Committee, or if none, to the Participant's estate.


(b) A Participant shall receive the balance in the Deferred Compensation Account
as soon as practical after the occurrence of a Change in Control of the Company.


(c) Anything contained in this Paragraph to the contrary notwithstanding, in the
event a Participant incurs a severe financial hardship as determined by the
Committee in its sole discretion, the Committee, in its sole discretion and upon
written application of such Participant, may direct immediate payment of all or
a portion of the then current value of such Participant's Deferred Compensation
Account; provided that, in the case of a hardship, such payment shall in no
event exceed the amount necessary to alleviate such financial hardship.


9. PARTICIPANT REPORTS


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


10. TRANSFERABILITY OF INTERESTS


All Deferred Compensation Accounts shall be merely bookkeeping entries. Any
assets which may be reserved to pay benefits hereunder, shall be considered as
general assets of the Company for use as it deems necessary and shall be subject
to the claims of the Company's creditors. The rights and interests of a
Participant shall be solely those of a general creditor of the Company and such
Participant's rights and interests may not be anticipated, assigned, pledged,
transferred or otherwise encumbered or disposed of except in the even of the
death of the Participant, and then only by will or the laws of descent and
distribution.


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11. AMENDMENT, SUSPENSION AND TERMINATION


The Company by action of its board of Directors may amend, suspend of terminate
the Plan or any portion thereof in such manner and to such extent as it may deem
advisable and in the best interests of the Company. No amendment, suspension and
termination shall alter or impair any Deferred Compensation Accounts without the
consent of the Participant affected thereby.


12. SEVERABILITY


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


13. UNFUNDED OBLIGATION


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


14. APPLICABLE LAW


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


15. EFFECTIVE DATE


The Plan shall be effective immediately upon approval by the Board of Directors
of the Company. Thereupon, eligible Participants shall be permitted to make an
election under Paragraph 5, above, within 15 days with respect to compensation
to be earned during the balance of the calendar year.


Executed on behalf of Watson Wyatt & Company Holdings pursuant to authorization
of its Board of Directors on November 16, 2001.

                  By:      /s/ WALTER W. BARDENWERPER
                           --------------------------
                           Secretary


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