(v)                                  for each Guaranteed Towers Perrin RSU that is issued and outstanding immediately prior to the Effective Time, subject to Section 2.1(b) a number of fully paid and nonassessable shares of Restricted Class A Holding Company Stock equal to the Final Exchange Ratio; provided , that the aggregate number of shares of Restricted Class A Holding Company Stock issued with respect to the outstanding Guaranteed Towers Perrin RSUs shall not exceed ten percent (10%) of the aggregate number of shares of Restricted Holding Company Stock (but not including any shares of Class F Restricted Holding Company Stock) and Restricted Class A Holding Company Stock that comprise the Towers Perrin Merger Consideration; and”

 

2.                                        Amendment to Section 2.1(a)(vi) .  Section 2.1 of the Agreement is hereby amended by inserting the following as a new clause (a)(vi):

 

“(vi)                         Each holder of any Towers Perrin Share that is converted pursuant to clause (i), (ii) or (iii) of this Section 2.1(a) shall also receive, as part of his or her Towers Perrin Merger Consideration, a number of shares of the Class F Stock, no par value, of Holding Company (the “ Class F Restricted Holding Company Stock ”), equal to the product of (A) 100,000 and (B) a fraction, the numerator of which is the total number of such holder’s Towers Perrin Shares that are converted into Towers Perrin Merger Consideration pursuant to clauses (i), (ii) or (iii) of this Section 2.1(a) , and the denominator of which is the total number of Towers Perrin Shares outstanding immediately prior to the Effective Time.  The Exchange Agent shall receive, as part of the Dissenting Share Merger Consideration, to be held by the Exchange Agent in accordance with Section 2.7, a number of shares of Class F Restricted Holding Company Stock equal to the product of (A) 100,000 and (B) a fraction, the numerator of which is the total number of Dissenting Towers Perrin Shares, and the denominator of which is the total number of Towers Perrin Shares outstanding immediately prior to the Effective Time.”

 

3.                                        Amendment to Sections 2.1(b) .  Section 2.1(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(b) Custodian; Trustee. The Exchange Agent shall, as of the Effective Time, deposit all of the shares of Restricted Class A Holding Company Stock to be issued pursuant to Section 2.1(a)(iv) and Section 2.1(a)(v) with the Custodian, and such shares shall be held by the Custodian in accordance with the Custodian Agreement (as defined below) and the vesting, forfeiture and reallocation provisions described in Sections 5.14 and 5.15. In the event that Towers Perrin determines, subject to Watson Wyatt’s consent which shall not be unreasonably withheld or delayed, that Towers Perrin RSU Holders located within a particular tax jurisdiction would be subject to current tax as a result of (i) the grant of any Towers Perrin RSU or (ii) the conversion of their Towers Perrin RSUs into shares of Restricted Class A Holding Company Stock pursuant to Section 2.1(a)(iv) or Section 2.1(a)(v), then Towers Perrin may, but shall not be required to, elect to cause the Exchange Agent to deposit a portion of the shares of Restricted Class A Holding Company Stock to be received by Persons located within such

 

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jurisdiction pursuant to Section 2.1(a)(iv) or Section 2.1(a)(v) with a trustee or custodian (the “Trustee”) to be designated by Towers Perrin, subject to Watson Wyatt’s consent which shall not be unreasonably withheld or delayed, at any time prior to mailing the Joint Proxy Statement/Prospectus, to hold such shares and make distributions therefrom in such form and manner that will provide for a deferral of such tax. Subject to Watson Wyatt’s consent which shall not be unreasonably withheld or delayed, Towers Perrin may (i) enter into such documentation with the Trustee as Towers Perrin deems reasonably necessary or appropriate to effect such trust arrangement so that the Trustee may hold such Towers Perrin RSUs and/or shares of Restricted Class A Holding Company Stock in a trust or custodial account and make distributions therefrom in such form and manner that will provide for deferral of such tax, or (ii) elect to cause Holding Company to enter into any such documentation described in clause (i) of this sentence. In the event a trust arrangement will not allow for deferral of such taxes for holders of Towers Perrin RSUs located within any particular tax jurisdiction, Towers Perrin and Watson Wyatt shall work together in good faith to determine an alternative method of structuring the grant of Towers Perrin RSUs to such holders and/or the conversion of Towers Perrin RSUs held by such holders into shares of Restricted Class A Holding Company Stock (or other property necessary to achieve the results described in this sentence) pursuant to Section 2.1(a)(iv) or Section 2.1(a)(v), in a manner that provides for deferral of such taxes and this document shall, as necessary and notwithstanding anything herein to the contrary, mutatis mutandis be read to incorporate any such joint determination; provided , that Towers Perrin and Watson Wyatt shall each have absolute discretion whether to agree to allow Holding Company to issue property other than Restricted Class A Holding Company Stock pursuant to this Section 2.1(b).”

 

4.                                        Amendment to Section 2.2 .  Sections 2.2(a) and 2.2(b) of the Agreement are hereby amended and restated in their entirety to read as follows:

 

“(a)                             Class R Election .  Each holder of Towers Perrin Shares listed on Section 2.2 of the Towers Perrin Disclosure Letter (each, a “ Potential Class R Participant ”) shall be eligible to make a Class R Election (as defined below) with respect to the Merger Consideration that he or she will receive in connection with the Towers Perrin Merger.  Each Potential Class R Participant will receive an election form (the “ Class R Election Form ”) wherein he or she may, but shall not be obligated to, elect to designate between fifty percent (50%) and one hundred percent (100%) (each, inclusive) of the Towers Perrin Shares owned by such Potential Class R Participant as Towers Perrin Class R Election Shares.  The Class R Election Forms will be accompanied by instructions and materials related to the Class R Election (collectively, the “ Class R Materials ”).

 

(b)                                  Each Potential Class R Participant may irrevocably (subject to the 7 day revocation period set forth below) elect, with respect to the Towers Perrin Shares of which he or she is the record holder, to designate between fifty percent (50%) and one hundred percent (100%) (each, inclusive) of such Towers Perrin Shares

 

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as Class R Election Shares (a “ Class R Election ”).  A Class R Election will constitute a Valid Class R Election only if it satisfies each of the following conditions:  (i) such election is made by a Potential Class R Participant pursuant to a Class R Election Form that is properly completed and signed (or otherwise in form acceptable to Towers Perrin) and received by the Exchange Agent or Towers Perrin, as applicable (pursuant to the instructions contained in the Class R Election Form) at its office, by 11:00 p.m., New York City time on the Business Day designated by Towers Perrin (and reasonably acceptable to Watson Wyatt) in the Class R Election Form as the deadline for making a Class R Election (the “ Class R Election Deadline ”), which deadline shall be at least forty-five (45) days after the date the Class R Election Materials are received by Potential Class R Participants; (ii) the number of Towers Perrin Shares with respect to which the Class R Election was made is between fifty percent (50%) and one hundred percent (100%) (each, inclusive) of the total number of Towers Perrin Shares owned by such Potential Class R Participant; (iii) such Potential Class R Participant must irrevocably commit (pursuant to the terms and conditions set forth in the Class R Election Form) to terminate his or her employment with Towers Perrin on or before the thirtieth (30th) day following the Effective Time, or such later date as the Holding Company Executive Committee may, in its sole discretion (which it may exercise on a case-by-case basis), determine with respect to any Potential Class R Participant (and, for the avoidance of doubt, such Potential Class R Participant shall not be employed with Holding Company or either Surviving Corporation or any of their respective subsidiaries following such termination); and (iv) the Exchange Agent receives joint written instructions from Towers Perrin and Watson Wyatt indicating that the foregoing conditions have been satisfied with respect to such Class R Election.  Any Potential Class R Participant who makes a Class R Election will be entitled to revoke such election at any time during the seven (7) day period following the date that he or she executes the release to be required as part of a Valid Class R Election, after which all Class R Elections will be final and irrevocable.  The form and contents of the Class R Election Form shall be subject to approval by Watson Wyatt, which approval shall not be unreasonably withheld or delayed.  Potential Class R Participants who fail to make a Valid Class R Election will not receive any Class R Restricted Holding Company Stock and will only receive Towers Perrin Stock Consideration as Towers Perrin Merger Consideration.”

 

5.                                        Amendment to Section 2.4 .  Section 2.4 of the Agreement is hereby amended to add new clause (f), which shall read as follows:

 

“(f)                               Watson Wyatt Options .

 

(i)                                      At the Effective Time, by virtue of the Watson Wyatt Merger and without any action on the part of the holders thereof, each Watson Wyatt Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed by Holding Company at the Effective Time.  Each Watson Wyatt Option so assumed by Holding Company shall cease to represent a right to acquire shares of Watson Wyatt Common Stock and shall be converted, at the

 

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Effective Time, into an option to purchase shares of Class A Holding Company Stock (each such assumed and converted option, a “ Converted Option ”), on the same terms and conditions as were applicable under such Watson Wyatt Option as of immediately prior to the Effective Time (but taking into account any changes thereto, including the acceleration thereof, required under the Watson Wyatt LTIP or the terms and conditions applicable to such Watson Wyatt Option).  Each Converted Option shall be exercisable for a number of shares of Class A Holding Company Stock equal to the number of shares of Watson Wyatt Common Stock that were issuable upon exercise of the corresponding Watson Wyatt Option immediately prior to the Effective Time, and such Converted Option shall have an exercise price per share equal to the exercise price per share of the corresponding Watson Wyatt Option immediately prior to the Effective Time.

 

(ii)                                   At the Effective Time, Holding Company shall assume all the obligations of Watson Wyatt under the Watson Wyatt LTIP, each outstanding Converted Option and the agreements evidencing the grants thereof.  As soon as practicable after the Effective Time, Holding Company shall deliver to the holders of Converted Options appropriate notices setting forth such holders’ rights, and the original agreements evidencing the grants of such Converted Options shall continue in effect on the same terms and conditions as those in effect prior to the Effective Time (subject to such changes as are required to reflect the Watson Wyatt Merger and the conversion described in Section 2.4(f)(i)).

 

(iii)                                Holding Company shall reserve for issuance a number of shares of Class A Holding Company Stock at least equal to the number of shares of Class A Holding Company Stock that will be subject to Converted Options as a result of the actions contemplated by this Section 2.4(f). Holding Company shall file with the SEC as soon as practicable following the Effective Time, a registration statement on Form S-8 under the Securities Act, covering the shares of Class A Holding Company Stock issuable upon the exercise of Converted Options and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Converted Options remain outstanding.  Prior to the Effective Time, Watson Wyatt shall, subject to Towers Perrin’s prior written consent (which shall not be unreasonably withheld or delayed), make such amendments, if any, to the Watson Wyatt LTIP as shall be necessary to permit assumption of the Watson Wyatt Options in accordance with this Section 2.4(f).”

 

6.                                        Amendment to Section 2.8(c) .  Section 2.8(c) of the Agreement is hereby amended by replacing “Class B Restricted Holding Company Stock” with “Restricted Holding Company Stock” in both places where it appears.

 

7.                                        Amendment to Section 2.8(d) .  Section 2.8(d) of the Agreement is hereby amended by replacing “Class B Restricted Holding Company Stock” with “Restricted Holding Company Stock”, and inserting “Class F Restricted Holding Company Stock,” before “Class R Restricted Holding Company Stock”.

 

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8.                                        Amendment to Sections 2.8(g), 5.16, 6.1(f) .  Sections 2.8(g), 5.16 and 6.1(f) of the Agreement are each hereby amended by replacing “shares of Restricted Holding Company Stock” with “shares of Class B Restricted Holding Company Stock”.

 

9.                                        Amendment to Section 4.2(e) .  Section 4.2(e) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(e)                             As of the Effective Time, there will not be any outstanding (i) securities of Watson Wyatt or any of its Subsidiaries that are convertible into or exchangeable or exercisable for shares of capital stock of Watson Wyatt or other voting securities or equity interests of Watson Wyatt or any of its Subsidiaries (other than the Watson Wyatt Options) or (ii) any other equity equivalent or equity-based award or right with respect to Watson Wyatt or any of its Subsidiaries.”.

 

10.                                  Amendment to Section 5.1 .  Section 5.1 of the Agreement is hereby amended by adding the following to the end of the first sentence:  “, or to the issuance of Watson Wyatt Options pursuant to the LTIP”.

 

11.                                  Amendment to Section 5.1(a)(iv) .  Section 5.1(a)(iv) of the Agreement is hereby amended by replacing the text in parentheses with the following:  “(other than the issuance of Towers Perrin Shares upon the exercise of Towers Perrin Warrants outstanding on June 25, 2009 in accordance with their terms as in effect on such date and the issuance of awards under Watson Wyatt Equity Plans and issuances of Watson Wyatt Common Stock pursuant to such awards in accordance with their terms)”.

 

12.                                  Amendment to Section 5.14(b). Section 5.14(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(b) The Guaranteed Towers Perrin Awards provide for the payment of consideration, upon a Towers Perrin RSU Triggering Event, with a fair market value equal to the guaranteed dollar amount set forth in the underlying award letter (the “Guaranteed RSU Amount”). None of the Guaranteed Towers Perrin Awards outstanding on the date hereof shall, except to the extent expressly provided by the Holding Company Board, be paid in cash notwithstanding that such award agreements may allow for the payment of consideration in the form of cash. On or after the second trading day prior to the Closing Date, at any time prior to the Effective Time, Towers Perrin shall issue to each Guaranteed Towers Perrin Award Holder a number of Guaranteed Towers Perrin RSUs equal to (A) the Guaranteed RSU Amount set forth in the award letter for his or her Guaranteed Towers Perrin Award, divided by (B) the product of (x) the Final Watson Wyatt Stock Price multiplied by (y) the Final Exchange Ratio.”

 

13.                                  Amendment to Section 5.14(c). Section 5.14(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(c) Concurrently with its issuance of the Towers Perrin RSUs, Towers Perrin shall furnish to each Towers Perrin RSU Holder a Transaction Award Agreement

 

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(the “Transaction Award Agreement”). Each Towers Perrin RSU Holder shall, as a condition to receiving any Towers Perrin Merger Consideration pursuant to Section 2.1(a)(iv) or Section 2.1(a)(v), deliver to Towers Perrin, at any time prior to the Effective Time, a properly executed Transaction Award Agreement, together with such additional documentation and information as Towers Perrin may request in its sole discretion. At or before the Effective Time, Holding Company shall countersign each Transaction Award Agreement that is submitted in accordance with the immediately preceding sentence and deliver a countersigned original of each to the applicable Towers Perrin RSU Holder.”

 

14.                                  Amendment to Section 5.14(d). Section 5.14(d) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(d) Unless otherwise provided in the relevant Transaction Award Agreement, all Towers Perrin Merger Consideration received by Towers Perrin RSU Holders pursuant to Section 2.1(a)(iv) or Section 2.1(a)(v) will be subject to the same terms and conditions, including the vesting, forfeiture and reallocation provisions described in Section 5.15, except that none of the shares received with respect to any Guaranteed Towers Perrin RSU will be forfeited if such holder is terminated without “Cause” before the first anniversary of the Effective Time, as described more fully in Section 5.15(f).”

 

15.                                  Amendment to Section 5.14(h) .  Section 5.14(h) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“Promptly following the third (3rd) anniversary of the Effective Time, Holding Company shall prepare and cause to be filed with the SEC a registration statement on Form S-3 or, if at such time Holding Company is not permitted for any reason to register such shares on a Form S-3, a Form S-1 (such registration statement, including any necessary amendments or supplements thereto, the “ Forfeited Share Registration Statement ”) to register under the Securities Act the issuance of the shares of Class A Holding Company Stock to be issued pursuant to Section 5.15(d).  Holding Company shall use its reasonable best efforts to respond to any comments of the SEC, cause the Forfeited Share Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after filing, and cause the Forfeited Share Registration Statement to continue to be effective until the issuance of shares of Class A Holding Company Stock pursuant to Section 5.15(d) has been completed.  Notwithstanding anything to the contrary in this Section 5.14(h), Holding Company shall not be required to file a Forfeited Share Registration Statement if the issuance of shares of Class A Holding Company Stock pursuant to Section 5.15(d) can be accomplished in a timely manner pursuant to a transaction that Holding Company reasonably determines (i) is exempt from, or not subject to, the registration requirements of the Securities Act and (ii) will not result in such shares being treated as “restricted securities” under the Securities Act and the rules and regulations promulgated thereunder,

 

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except by virtue of the status of the recipient of such shares as an “affiliate” (as defined under Rule 144(a)(3)(i) under the Securities Act).”

 

16.                                  Amendment to Sections 5.15(a) .  Section 5.15(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(a) The Transaction Award Agreements and the Custodian Agreement shall provide that all Towers Perrin Merger Consideration received by Towers Perrin RSU Holders pursuant to Section 2.1(a)(iv) or Section 2.1(a)(v) shall be subject to vesting and forfeiture in accordance with this Section 5.15.”

 

17.                                  Amendment to Sections 5.15(b) .  Section 5.15(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(b) The shares of Restricted Class A Holding Company Stock shall be subject to vesting, and shall automatically vest with respect to one-third of the shares of Restricted Class A Holding Company Stock issued to each Towers Perrin RSU Holder on each of the first three (3) anniversaries of the Effective Time, in each case provided that such Towers Perrin RSU Holder is then employed by Holding Company or a Subsidiary thereof; provided , that with respect to any Towers Perrin RSU Holder whose Transaction Award (as defined in such holder’s Transaction Award Agreement) is, as contemplated by Section 2.1(b), not paid solely in the form of shares of Restricted Class A Holding Stock, such other property received shall be subject to the foregoing vesting restrictions; provided , further , that Watson Wyatt and Towers Perrin may, in the case of any Towers Perrin RSU Holder or group of Towers Perrin RSU Holders, mutually agree in writing to a shorter vesting schedule.”

 

18.                                  Amendment to Sections 5.15(c) .  Section 5.15(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(c)  With respect to any Towers Perrin RSU Holder whose employment with Holding Company or a Subsidiary of Holding Company is terminated, all of his or her shares of Restricted Class A Holding Company Stock that have not vested, or with respect to which the vesting does not then accelerate (or, with respect to any Towers Perrin RSU Holder whose Transaction Award is, as contemplated by Section 2.1(b), not paid solely in the form of shares of Restricted Class A Holding Company Stock, such number of shares as would not have been vested and not have then been accelerated, assuming, solely for purposes hereof, that such holder’s Transaction Award was paid solely in the form of shares of Restricted Class A Holding Company Stock), as of the date of such termination shall be, subject to Section 5.15(e), automatically forfeited to the Custodian upon such termination, without any action by such Towers Perrin RSU Holder (such shares, the “ Forfeited Towers Perrin RSU Shares ”).  No later than one Business Day prior to the Reallocation (as defined below), the Custodian shall, pursuant to terms and conditions to be set forth in the Custodian Agreement, transfer to Holding

 

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Company all of the Forfeited Towers Perrin RSU Shares then held by it, together with all dividends (plus interest, if any, received by the Custodian with respect thereto) that it has received with respect to such shares, except to the extent that such dividends (and interest, if applicable) are earlier transferred to Holding Company pursuant to the Custodian Agreement.”

 

19.                                  Amendment to Section 5.15(d) .  Section 5.15(d) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“Promptly following the earlier of (i) the effectiveness of the Forfeited Share Registration Statement (if required) or (ii) Holding Company’s determination pursuant to Section 5.14(h) that a Forfeited Share Registration Statement is not required (but no earlier than the third (3rd) anniversary of the Effective Time), each outstanding share of Class F Restricted Holding Company Stock shall automatically be exchanged by the record holder thereof for a number of shares of Class A Holding Company Stock equal to the quotient of (A) the number of Forfeited Towers Perrin RSU Shares plus the Additional Reallocation Amount (as defined below), divided by (B) the number of then-outstanding shares of Class F Restricted Holding Company Stock (the “ Reallocation ”).  Holding Company shall provide the Custodian with at least five Business Days (or such other period of time as is determined by mutual agreement of Towers Perrin and Watson Wyatt and set forth in the Custodian Agreement, provided that following the Effective Time any such determination shall be made by Holding Company) prior written notice of the Reallocation.  As used herein, “ Additional Reallocation Amount ” means the number of shares of Class A Holding Company Stock equal to the quotient of (x) the aggregate dividends that were paid on the Forfeited Towers Perrin RSU Shares from the Effective Time until the Reallocation, divided by (y) the average closing price per share of Class A Holding Company Stock (rounded to the nearest cent) for the ten (10) consecutive trading days ending on the trading day immediately prior to the Reallocation (as reported in the New York City edition of The Wall Street Journal for each such trading day, or, if not reported therein, any other authoritative source reasonably determined by the Holding Company Board); provided , that such number of shares shall not in any event exceed 50% of the sum of (x) the number of shares of Class A Holding Company Stock issued as Watson Wyatt Merger Consideration plus (y) the number of shares of Class B Holding Company Stock issued as Towers Perrin Merger Consideration.  During the period from the times of their respective forfeitures until the Reallocation, all of the Forfeited Towers Perrin RSU Shares shall be voted by the Custodian, on all matters submitted to a vote of the holders of Class A Holding Company Stock, proportionally with the votes cast by holders of the issued and outstanding shares of Class B Restricted Holding Company Stock.”

 

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20.            Amendment to Section 8.3(i) .  Section 8.3(i) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(i)           “ Final Transaction Value Per Towers Perrin Share ” means the product obtained by multiplying the Final Exchange Ratio times the Final Watson Wyatt Stock Price;”

 

21.            Amendment to Section 8.3(l) .  Section 8.3(l) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(l)           “ Fully Diluted Watson Wyatt Shares ” means, at any time of determination, (i) the total number of shares of Watson Wyatt Common Stock outstanding, plus (ii) 36,562, plus (iii) the total number of shares of Watson Wyatt Common Stock issuable pursuant to then-outstanding securities (other than Watson Wyatt Options) issued by Watson Wyatt that are convertible or exercisable for shares of Watson Wyatt Common Stock (including, without limitation, the number of Watson Wyatt DSU Shares that will become issuable immediately following the Effective Time pursuant to outstanding Watson Wyatt DSUs), but not including any shares issuable upon exercise of any stock options, deferred stock units or similar rights that will, by their terms, be terminated or cancelled at or prior to the Effective Time without requiring the issuance of any securities in respect thereof;”

 

22.            Amendment to Section 8.3(m) .  Section 8.3(m) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(m)         “ Guaranteed Towers Perrin Award Holder ” means the holder of a Guaranteed Towers Perrin Award;”

 

23.            Amendment to Section 8.3(w) .  Section 8.3(w) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(w)         “ Restricted Holding Company Stock ” means, collectively, the shares of Class B-1 Restricted Holding Company Stock, Class B-2 Restricted Holding Company Stock, Class B-3 Restricted Holding Company Stock, Class B-4 Restricted Holding Company Stock, Class F Restricted Holding Company Stock, Class R Restricted Holding Company Stock and Class S Restricted Holding Company Stock.”

 

24.            Amendment to Section 8.3(z) .  Section 8.3(z) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(z)           “ Transfer ” means the sale, gift, mortgage, pledge, exchange, assignment or other disposition or transfer, including a disposition under judicial order, legal process, execution, attachment or enforcement of an encumbrance; provided that none of the following shall constitute a Transfer:  (i) the automatic conversion of Restricted Holding Company Stock into shares of Class A Holding Company Stock, (ii) the automatic transfer and exchange of shares of Class B Restricted

 

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Holding Company Stock as set forth in Section 2.8(g), or (iii) the automatic exchange of Class F Holding Company Stock for shares of Class A Holding Company Stock pursuant to Section 5.15(d) and the Amended and Restated Holding Company Charter.”

 

25.            Amendment to Section 8.3 .  Section 8.3 of the Agreement is hereby amended by inserting the following as new clauses (ff) and (gg), immediately prior to existing clause (ff) (definition of “Watson Wyatt UK and Irish Plans”), and re-lettering existing clause (ff) as clause (hh); such new clauses (ff) and (gg) shall read as follows:

 

“(ff)          “ Watson Wyatt LTIP ” means the Watson Wyatt & Company Holdings 2000 Long-Term Incentive Plan;

 

(gg)          “ Watson Wyatt Options ” means options to purchase up to 125,648 shares of Watson Wyatt Common Stock in the aggregate, granted by Watson Wyatt on or about September 9, 2009 under the Watson Wyatt LTIP; and”

 

26.            Amended and Restated Holding Company Charter .  Pursuant to Section 1.3(a) of the Agreement, each of Towers Perrin and Watson Wyatt has approved the form of Amended and Restated Holding Company Charter attached hereto as Exhibit A , as the form in which the certificate of incorporation of Holding Company shall be amended and restated following the Closing, and hereby represents that its respective Board of Directors has approved such form.

 

27.            Amended and Restated Holding Company Bylaws .  Pursuant to Section 1.5(b) of the Agreement, each of Towers Perrin and Watson Wyatt has approved the form of Amended and Restated Holding Company Bylaws attached hereto as Exhibit B , as the form in which the bylaws of Holding Company shall be amended and restated following the Closing, and hereby represents that its respective Board of Directors has approved such form.

 

28.            Remaining Provisions .  Except as expressly modified by this Amendment, the Agreement is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect.  This Amendment is limited precisely as written and shall not be deemed to be an amendment of any other term or condition of the Agreement or any of the documents referred to therein.

 

29.            Effect of Amendment .  This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby.  From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby.  This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

 

30.            Governing Law .  Except as otherwise required by Law, this Amendment and all disputes or controversies arising out of or relating to this Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

 

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31.            Severability .  Whenever possible, each provision or portion of any provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Amendment shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

 

32.            Headings .  The headings in this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

33.            Counterparts; Facsimile Signatures .  This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.  This Amendment may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

 

[ The remainder of this page is intentionally left blank ]

 

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

 

	WATSON WYATT WORLDWIDE, INC.
	By:	/s/ John J. Haley
		Name: John J. Haley
		Title: President and Chief Executive Officer
	TOWERS, PERRIN, FORSTER & CROSBY, INC.
	By:	/s/ Mark V. Mactas
		Name: Mark V. Mactas
		Title: President and Chief Executive Officer
	JUPITER SATURN HOLDING COMPANY
	By:	/s/ John J. Haley
		Name: John J. Haley
		Title: Chief Executive Officer
	JUPITER SATURN DELAWARE INC.
	By:	/s/ John J. Haley
		Name: John J. Haley
		Title: President
	JUPITER SATURN PENNSYLVANIA INC.
	By:	/s/ Mark V. Mactas
		Name: Mark V. Mactas
		Title: President

 

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

 

 

EXHIBIT A

 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TOWERS WATSON & CO.

 

A.            The name of the Corporation (the “ Corporation ”) is Towers Watson & Co.  The Corporation was originally incorporated under the name of Jupiter Saturn Holding Company by the filing of a Certificate of Incorporation with the Secretary of State of Delaware on June 24, 2009.

 

B.              This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “ DGCL ”).

 

C.              The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in full as follows:

 

1.     Name .  The name of the corporation is Towers Watson & Co.

 

2.     Registered Office; Registered Agent .  The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, DE 19904. The name of the registered agent of the Corporation at such address is National Registered Agents, Inc.

 

3.     Purpose .  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

 

4.     Capital Stock .

 

4.1    The Corporation has the authority to issue an aggregate of 416,100,000 shares.  Of the authorized shares of capital stock of the Corporation: (i) 300,000,000 shares shall be designated as Class A Common Stock, par value $0.01 per share (the “ Class A Common Stock ”), (ii) 93,500,000 shares shall be designated as Class B Common Stock, par value $0.01 per share (the “ Class B Common Stock ”),