Share Purchase and Transfer Agreement

Exhibit 10.2

No. 522 of Registry of Deeds for 2007

Transacted at Frankfurt am Main, on 16 July 2007.

Before the undersigned civil-law notary in the District of the Court of Appeals of Frankfurt am Main

Dr. Wolfgang Hauser

with office at Frankfurt am Main, appeared today, with the request to notarise the following

Share Purchase and Transfer Agreement

1.

Dr. Matthias Scheifele , born on 21 September 1974, with business address at Bockenheimer Landstraße 24, 60323 Frankfurt am Main;

here not acting in his own name and on his own behalf but by virtue of an unrevoked—notarial authenticated—power of attorney dated July 13, 2007, which was presented as a copy during the notarisation (the appeared person promised to submit the original without delay), in the name and on behalf of

• • Allianz Lebensversicherungs Aktiengesellschaft , with business seat at Stuttgart and registered with the commercial register of the Stuttgart Local Court under no. HRB 20231;

    • • —hereinafter also referred to as " Seller "—

        and

2.

Mr. Stefan Skulesch, born on 5 March 1972, with business address at Simmons & Simmons, MesseTurm, Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main

here not acting in his own name but by virtue of an unrevoked—notarial authenticated—power of attorney dated 26 June 2007 and a written subpower of attorney, which were presented in original during the notarisation and copies which are herewith certified are attached to this deed, in the name and on behalf of

• • • • Watson Wyatt GmbH , registered with the commercial register of the Munich Local Court under HRB no. 167676 with business address at Theresienhöhe 13a, 80339 Munich,

—herein referred to as " Buyer "-

3.

Mr. Stefan Skulesch, born on 5 March 1972, with business address at Simmons & Simmons, MesseTurm, Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main,

here not acting in his own name but by virtue of an unrevoked—notarial authenticated—power of attorney dated 6 July 2007 and a written subpower of attorney, which were presented in original during the notarisation and copies which are herewith certified are attached to this deed, in the name and on behalf of

• • Watson Wyatt Worldwide, Inc., Registration number 3138892, with business address at 901 North Globe Road, Arlington, Virginia 22203, USA

—herein referred to as " Guarantor "-

—herein Seller, Buyer and Guarantor are collectively referred

to as the " Parties " each of them a " Party "-.

The appearing persons identified themselves to the civil-law notary by their valid German identity cards.

The civil-law notary asked whether there has been any prior involvement in the meaning of Section 3 Subsection 1 no. 7 German Notarisation Act ( Beurkundungsgesetz , BeurkG ) in the context of the sale and transfer as contemplated in the following. The appearing persons declared that there has not been such prior involvement.

The appearing persons asked for notarisation of this deed in the English language. The civil-law notary, who is fully capable of the English language himself, ascertained himself that all appearing persons are fully capable of the English language as well. He instructed the appearing persons of their right for a sworn interpreter. The appearing persons, each of them individually, waived such right.

The appearing persons then declared the following:

1

Share Purchase and Transfer Agreement

(the "Agreement ")

Recitals

NOW THEREFORE, the Parties hereto agree as follows:

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Section 1

Corporate Ownership, Structure of the Target Companies

1.1

DR. DR. HEISSMANN GMBH UNTERNEHMENSBERATUNG FÜR VERSORGUNG & VERGÜTUNG

Seller is sole shareholder of

DR. DR. HEISSMANN GMBH UNTERNEHMENSBERATUNG FÜR VERSORGUNG & VERGÜTUNG

(Wiesbaden Local Court/HRB no. 2242)

(herein referred to as the" Heissmann ").

        Heissmann has a stated share capital of DM 322,400.00 which is divided in the following shares:

• (1)

  one share with a nominal amount of DM 152,400.00,
  
  

  (2)

  one share with a nominal amount of DM 75,000.00,
  
  

  (3)

  one share with a nominal amount of DM 22,400.00,
  
  

  (4)

  one share with a nominal amount of DM 24,200.00,
  
  

  (5)

  one share with a nominal amount of DM 7,300.00,
  
  

  (6)

  one share with a nominal amount of DM 7,300.00,
  
  

  (7)

  one share with a nominal amount of DM 6,500.00,
  
  

  (8)

  one share with a nominal amount of DM 27,300.00.
  
  

1.2

Subsidiaries of Heissmann

Heissmann is a shareholder in the following companies, holding as of Closing the shares set out below:

1.2.1

All shares in HEISSMANN CONSULTANTS GmbH, a limited liability company duly organised under the laws of Germany, with registered office at Wiesbaden, and registered with the commercial register of the Wiesbaden Local Court under HRB 20515 (herein referred to as the " Heissmann Consultants "). The registered share capital of Heissmann Consultants amounts to EUR 25,000.00.

1.2.2

All shares in Verlag Arbeit und Alter GmbH, a limited liability company duly organised under the laws of Germany, with registered offices at Wiesbaden, and registered with the commercial register of the Wiesbaden Local Court under HRB 2344 (herein referred to as the " Verlag "). The registered share capital of Verlag amounts to DM 50,000.00.

1.2.3

All stock in PM & S Pensions-Management und Sicherungs-Treuhand AG, a stock corporation duly organised under the laws of Germany, with registered offices at Wiesbaden, and registered with the commercial register of the Wiesbaden Local Court under HRB 21589 (herein referred to as the " PM&S "). The registered stock capital of PM&S amounts to EUR 50,000.00.

1.2.4

All shares in Buck Heissmann GmbH, a limited liability company duly organised under the laws of Germany, with registered offices at Wiesbaden, and registered with the commercial register of the Wiesbaden Local Court under HRB 2165 (herein referred to as " Buck Heissmann Germany "). The registered share capital of Buck Heissmann Germany amounts to DM 100,000.00.

1.2.5

All shares in Buck Heissmann Holding GmbH, a limited liability company duly organised under the laws of Germany, with registered offices at Wiesbaden, and registered with the commercial

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• register of the Wiesbaden Local Court under HRB 11584 (herein referred to as " Buck Heissmann Holding "). The registered share capital of Buck Heissmann Holding amounts to EUR 50,050.00.

1.3

Subsidiaries of Buck Heissmann Holding

Buck Heissmann Holding is a shareholder in the following companies, holding as of Closing the shares set out below:

1.3.1

All shares in Buck Heissmann (Ireland) Limited, a limited liability company duly organised under the laws of Ireland, with registered offices at Dublin, and registered with the Companies Registration Office under No. 309941 (herein referred to as the " Buck Heissmann Ireland "). The total issued share capital of Buck Heissmann Ireland amounts to EUR 12,500.00.

1.3.2

All shares in Buck Heissmann Sàrl, a limited liability company duly organised under the laws of Switzerland, with registered offices in Geneva, and registered with the commercial register of Geneva under No. CH-660-0236002-2 (herein referred to as the " Buck Heissmann Switzerland "). The registered share capital of Buck Heissmann Switzerland amounts to SFR 100,000. Buck Heissmann Switzerland is a shelf company ( Mantelgesellschaft ) which has never become active as a company. Buck Heissmann Switzerland is in the process of being liquidated. The liquidation proceedings are expected to be completed in 2008.

1.3.3

All shares in Buck Heissmann BV, a limited liability company duly organised under the laws of the Netherlands, with registered offices at Amsterdam, and registered with the Kamer van Koophandel of Utrecht under No. 29051377 (herein referred to as the " Buck Heissmann Netherlands "). The registered share capital of Buck Heissmann Netherlands amounts to EUR 27,000.00 .

1.3.4

All shares in Buck Heissmann SARL, a limited liability company duly organised under the laws of France, with registered offices at Paris, and registered with the commercial register of Nanterre under No. R.C.S. Nanterre 489.155.408 (herein referred to as the " Buck Heissmann France "). The registered share capital of Buck Heissmann France amounts to EUR 220,000.

1.4

Subsidiaries of Buck Heissmann Germany

1.4.1

Buck Heissmann Germany is a shareholder in the following companies:

Buck Heissmann Germany holds 60% of the shares in Buck Heissmann GmbH, a limited liability company duly organised under the laws of Austria, with registered offices at Vienna, and registered with the commercial register under No. FN 087513x (herein referred to as the " Buck Heissmann Austria "). The registered share capital of Buck Heissmann Austria amounts to EUR 36,500.00.

1.4.2

Buck Heissmann Germany holds all shares in IPC Heissmann Versicherungsservice GmbH, a limited liability company duly organised under the laws of Germany, with registered offices at Wiesbaden, and registered with the commercial register of the Wiesbaden Local Court under HRB 13058 (herein referred to as the " IPC "). The registered share capital of IPC amounts to EUR 26,000.00.

1.5

Subsidiary of Buck Heissmann Ireland

Buck Heissmann Ireland is a shareholder in the following company:

Buck Heissmann Ireland holds 99% of the total issued share capital in BCI Trustees Limited, a limited liability company duly organised under the laws of Ireland, with registered offices in Dublin and registered with the Companies Registration Office under No. 35822. The remaining 1% of the total issued share capital is held by Derek McNamee.

1.6

Definition of Target Companies, Shares, Target Shares

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1.6.1

Heissmann Consultants, Verlag, PM&S, IPC and Buck Heissmann Germany are herein collectively referred to as the " Heissmann German Subsidiaries " and each of them as the " Heissmann German Subsidiary " . Heissmann and the Heissmann German Subsidiaries are herein collectively referred to as the ? Heissmann German Target Companies" and each of them the " Heissmann German Target Company ". Buck Heissmann Holding, Buck Heissmann Ireland, Buck Heissmann Switzerland, Buck Heissmann Austria, Buck Heissmann Netherlands, Buck Heissmann France and BCI Trustees Limited are herein collectively referred to as the " Heissmann European Target Companies " and each of them as " Heissmann European Target Company ".

The Heissmann German Target Companies and the Heissmann European Target Companies are herein collectively referred to as the " Target Companies " and each of them as a" Target Company ".

1.6.2

The shares held by Seller in Heissmann (as described in Section 1.1 above) are herein collectively referred to as the " Shares " and each of them as a " Share ".

1.6.3

The Shares and the shares which Heissmann holds, directly or indirectly in the Target Companies, are herein collectively referred to as the " Target Shares " and each of them as a " Target Share ". The Shares and the shares of the Heissmann German Subsidiaries are herein collectively referred to as the " Target German Shares " and each of them as a " Target German Share ". The shares of the Heissmann European Target Companies are herein collectively referred to as the " Target European Shares " and each of them as a " Target European Share ".

Section 2

Sale and Purchase of the Shares

2.1

Sale and Purchase of the Shares

Seller hereby sells, and Buyer hereby purchases upon the terms and conditions of this Agreement, the Shares with all rights and obligations attaching thereto, including the right to all profits (including the right to all profits of the fiscal year commencing 1 April 2007). Otherwise, as amongst the Parties, the sale and the purchase of the Shares shall have commercial effect as of July 2, 2007. For the avoidance of doubt: Seller shall have the right to dividends regarding the fiscal year ended 31 March 2007 which have been declared by means of a shareholders' resolution prior to the date of this Agreement and will be distributed prior to the Closing.

2.2

Assignment of Shares

Seller hereby transfers the Shares with effect " in rem " ( mit dinglicher Wirkung )—subject to the condition precedent that all Closing Conditions have occurred or have been duly waived in accordance with Sections 5.2 through 5.5 and that the Purchase Price due and payable at the Closing has been duly paid—to Buyer and Buyer hereby accepts such transfer.

2.3

Target Companies' Names

The Seller shall be free to eliminate from the company names ( Firmen ) and from all other names and all trademarks, web sites, domain names and logos of, and from all materials used by, the Target Companies any references to the Buck group and, if any, to the Seller. If Seller has not completed such elimination at the time of the Closing Buyer shall cause such elimination to take place or to be completed, respectively. Apart from the elimination according to the preceding sentences, the company name of the business of Heissmann after the Closing is intended to be "Watson Wyatt Heissmann". Over time this name may be reviewed by the business.

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Section 3

Purchase Price; Conditions of Payment

3.1

Purchase Price

The total purchase price payable by Buyer to Seller as consideration for the Shares (herein referred to as the " Total Purchase Price ") shall be EUR 99,047,339 (in words: ninety-nine million forty-seven thousand threehundred thirty-nine Euros).

3.2

Allocation of Total Purchase Price

The Parties agree that the Total Purchase Price with respect to the shares in the Target Companies shall be allocated as set forth in Annex 3.2 .

3.3

Payment of Total Purchase Price

The Total Purchase Price shall be paid at Closing by the Buyer to the Seller

3.4

Conditions of Payment

3.4.1

All payments owed under this Section 3 to the Seller shall be paid free and clear of costs and charges in immediately available funds to the following bank account:

3.4.2

Any payment under this Section 3 shall be deemed made as soon as it has been credited on the account of the recipient.

Section 4

Financial Statements

Prior to the signing of this Agreement Seller has submitted to Buyer the audited financial statements of the Heissmann German Target Companies with respect to the fiscal year ending on 31 March 2007 (herein referred to as the " Audited Financial Statements ") and the financial statements of each of the Heissmann European Subsidiaries for the fiscal year ending on 31 December 2006 (herein referred to as the " European Financial Statements "). The Audited Financial Statements and the European Financial Statements are herein collectively referred to as the " Financial Statements ". Buyer had prior to the signing of this Agreement the opportunity to review the Financial Statements together with its financial advisers. This review and any knowledge derived therefrom does not affect the Buyer's right under this agreement unless explicitly agreed otherwise in this Agreement.

Section 5

Closing; Closing Conditions

5.1

Closing; Closing Date

5.1.1

The Parties shall take the actions set forth in Section 5.7 (herein referred to as the " Closing ") within five (5) Business Days after the date on which the last of the Affirmative Closing

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• Conditions has been satisfied or waived by the Buyer. The merger control clearance of the transactions envisaged by this Agreement has already been granted by decision of the German Federal Cartel Office dated June 19, 2007. The aforesaid shall only apply if (i) no Negative Closing Condition occurs prior to the Closing or (ii) the Buyer or the Seller, respectively, demands the Closing regardless of the occurrence of any Negative Closing Condition.

5.1.2

The Closing shall take place at 10.00 a.m. CET at the offices of Heissmann in Wiesbaden or at such place or time the Parties will have agreed upon. The date on which the Closing occurs shall herein be referred to as the " Closing Date ".

5.2

Affirmative Closing Conditions

The Buyer shall only be obligated to carry out the Closing if each of the following conditions has been satisfied (such conditions are herein referred to as the " Affirmative Closing Conditions " and each of them as a " Affirmative Closing Condition "):

5.2.1

Merger control clearance with respect to the redemption of the shareholding of Buck Heissmann, LLC in Buck Heissmann Holding (which has been obtained on July 11, 2007);

5.2.2

Seller acquired all shares in Heissmann.

5.2.3

Payment of the dividend regarding the fiscal year ended on 31 March 2007 by Heissmann to its shareholders in accordance with the shareholders' resolution dated 9 July 2007.

5.3

Negative Closing Conditions

The Buyer and Seller, respectively, shall further only be obligated to carry out the Closing if none of the following circumstances (herein collectively referred to as " Negative Closing Conditions " and each of them as a " Negative Closing Condition ") has occurred:

5.3.1

At least one of the Seller's Guaranties or of the Buyer?s Representations under Section 11.1, or covenants of the Seller under Section 10 hereof, which are not qualified by "materiality" or "material adverse effect", is at the Closing Date, incomplete or incorrect in material respects, and such incompleteness or incorrectness cannot reasonably be remedied by the remedies provided for in Section 7 or Section 11.2, respectively.

5.3.2

At least one of the Seller's Guaranties or of the Buyer?s Representations under Section 11.1, or covenants of the Seller under Section 10 hereof, which are qualified by "materiality" or "material adverse effect" is at the Closing Date, incomplete or incorrect, and such incompleteness or incorrectness cannot reasonably be remedied by the remedies provided for in Section 7 or Section 11.2, respectively.

5.4

Waiver of Affirmative Closing Conditions; Closing despite Negative Closing Conditions

5.4.1

The Buyer shall be entitled in its absolute discretion, by written notice to the Seller, to waive the Affirmative Closing Conditions set forth in Section 5.2 hereof either in whole or in part. Any such waiver shall not preclude the exercise of any other right or remedy of the Buyer under this Agreement.

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5.4.2

The Seller shall, upon request by the Buyer, be obligated to carry out the Closing regardless of whether any or all of the Negative Closing Conditions related to the Guaranties or covenants of Seller have occurred. The Buyer shall, upon request by the Seller, be obligated to carry out the Closing regardless of whether any or all of the Negative Closing Conditions related to the Guaranties of Buyer have occurred. Any such demand by Buyer or Seller, respectively, shall not preclude the exercise of any other right or remedy of the Buyer or Seller, respectively, under this Agreement.

5.5

Obligations with Respect to the Closing Conditions

5.5.1

The Seller and the Buyer, respectively, shall see to it, and use their respective powers accordingly, that all actions required for the fulfilment of the Affirmative Closing Conditions be initiated and completed as soon as reasonably practicable after the date of this Agreement.

5.5.2

The Parties shall inform each other without delay ( unverzüglich ) in each case as soon as any Affirmative Closing Condition has been satisfied. The Seller and the Buyer shall inform each other without delay in each case as soon as any Negative Closing Condition has occurred or its occurrence is imminent.

5.6

Consequences of Non-Satisfaction of Affirmative Closing Conditions and Occurrence of Negative Closing Conditions

5.6.1

The Seller shall have the right to rescind ( zurücktreten ), and the Buyer shall have the right to rescind, this Agreement by written notice by the rescinding Party to the other Party if any of the Affirmative Closing Conditions set forth in Section 5.2 has not been satisfied, at the latest, on 31 December 2007, such right of rescission to be exercised no later than 15 January 2008.

5.6.2

[intentionally left blank]

5.6.3

Any rescission under Section 5.6.1 shall be valid only if the recipient Party has received such written notice of rescission prior to the date on which the relevant Affirmative Closing Condition has been satisfied or waived.

5.6.4

The Buyer shall further have the right to rescind this Agreement by written notice to the Seller if at least one Negative Closing Condition related to Seller?s Guaranties or covenants occurs prior to the Closing which cannot be reasonably remedied. The Seller shall further have the right to rescind this Agreement by written notice to the Buyer if at least one Negative Closing Condition related to Buyer?s Representations occurs prior to the Closing which cannot be reasonably remedied.

5.7

Closing

5.7.1

At the Closing the Buyer shall pay the Total Purchase Price.

5.7.2

After the Total Purchase Price has been fully paid, Seller and Buyer shall confirm in a written document, to be jointly executed substantially in the form of the draft as attached hereto as Annex 5.7.2 that all Closing Actions have been taken and that the Closing has occurred. The execution of the Closing Confirmation shall not prejudice the rights of the Parties arising out of or under this Agreement or under applicable law.

Section 6

Seller's Guaranties

6.1

Seller's Guaranties

The Seller hereby guarantees to the Buyer with respect to the Target Companies, by way of an independent promise of guaranty ( selbständiges Garantieversprechen ) in accordance with Section 311 para. 1 of the German Civil Code ( Bürgerliches Gesetzbuch ) (herein collectively referred to as the

8

• " Guaranties " and each of them as a " Guaranty ") that the statements set forth herein are complete and correct as of the date indicated in each case.

6.1.1

Corporate Issues

(1)

As per the Closing Date, each of the Target Companies has been duly established and validly exists under the laws of its jurisdiction of incorporation with the exception of Buck Heissmann Switzerland which is in liquidation as set forth in Section 1.3.2.

(2)

As per the Closing Date, the statements made in Sections 1.1 through 1.4, including, without limitation, with respect to the Target Companies their registered share capital and division of the share capital are complete and correct. The share capital of each of the Target Companies is fully paid-in and not reduced or impaired by losses, non-assessable ( keine Nachschußpflicht ), and no repayments or refunds, neither openly nor concealed, have been made.

(3)

As per the Closing Date, the articles of association of the Target Companies, to Seller?s Knowledge, are valid and in full force and effect. As per the Closing Date, there are no shareholders' agreements of the Target Companies in place with the exception of those disclosed in Annex 6.1.1 (3) .

(4)

As per the Closing Date, the Seller is entitled to freely dispose of the Shares without any limitations or restrictions, the Target Shares are validly existing, free and clear of any claims, rights (including any pre-emptive rights— Vorkaufsrechte , rights of first refusal— Vorerwerbsrechte, subscription rights —Bezugsrechte, option rights —Optionsrechte ) and privileges of third parties (including, without limitation, authorities or other public bodies).

(5)

As per the Closing Date, except as disclosed in Annex 6.1.1 (5)a , the Target Companies have not entered into any silent partnership agreements ( Stille Beteiligungen ), domination and profit and loss pooling agreements or any other agreements within the meaning of Section 291 et seq. of the German Stock Corporation Act or similar agreements such as plant management agreements ( Betriebsführungsverträge ). Except as disclosed in Annex 6.1.1 (5)b , as per the Closing Date, the Target Companies do not participate in any cash pooling systems or similar systems. To Seller?s Knowledge, as per the Closing Date, none of the Target Companies is a party to any agreement with respect to the acquisition or sale of, or an economically equivalent transaction involving, an interest in any other third party or any business or parts thereof, other than agreements where the material obligations ( Hauptleistungspflichten ) have already been fully perfomed by all parties thereto

(6)

As per the Closing Date, other than the participations referred to in Section 1.3 through 1.5, Heissmann does not hold—either directly, indirectly or in trust—

(a) for strategic purposes any shares or equity (including, without limitation, silent partnerships and sub-participations) in, nor has it entered into any agreement or made or received an offer to hold for strategic purposes any shares or equity in or to establish, any other strategic entity and/or

(b) any shares or equity (including, without limitation, silent partnerships and sub-participations) in, nor has entered into any agreement or has made or received an offer to hold any shares or equity in or to establish, any other entity as a financial investment with a market value in excess of EUR 10,000 in the individual case. To Seller's Knowledge, as per the Closing Date, none of the Target Companies is party to any material joint venture, consortium, partnership or other syndicate except as listed in Annex 6.1.1 (6) .

(7)

To Seller's Knowledge, as per the Closing Date, with the exception of Buck Heissmann Switzerland which is in liquidation as set forth in Section 1.3.2, no insolvency, judicial composition or comparable proceedings have been initiated or applied for under applicable

9

• • law against any of the Target Companies, nor have any material legal proceedings or other enforcement measures been initiated or applied for with respect to any property or other assets of any of the Target Companies. As per the Closing Date, to Seller's Knowledge, none of the Target Companies is over-indebted ( überschuldet ) or illiquid ( zahlungsunfähig ), nor is illiquidity impending and none of the Target Companies has ceased or suspended payments ( Zahlungen eingestellt ), and no debt settlement or other arrangement relating to the avoidance of insolvency proceedings between any of the Target Companies on the one hand and any of its creditors on the other hand has been proposed or approved within the last three (3) years before the Closing Date.

  (8)

  This Agreement constitutes the valid and binding obligations of the Seller, enforceable under German law against the Seller in accordance with its terms and conditions.
  
  

6.1.2

Financial Statements

(1)

The copies of the Financial Statements submitted to the Buyer are complete and true to original. The Financial Statements have been prepared in accordance with any applicable local provisions and, in particular, with respect to Heissmann and Heissmann German Subsidiaries with German generally accepted accounting principles as consistently applied with past practice, maintaining the same accounting and valuation principles, methods and rules.

(2)

The Financial Statements present a true and fair view of the assets and liabilities ( Vermögenslage ), financial condition ( Finanzlage ) and results of operation ( Ertragslage ) of each of the Target Companies as for the times and for the periods referenced therein. Seller did not make any provisions with respect to the maintenance of leased property.

(3)

Except as listed in Annex 6.1.2 (3) , since 1 January 2007 none of the Target Companies has resolved or distributed any dividends, neither openly nor, to Seller?s Knowledge, hidden.

(4)

To Seller's Knowledge, as per the Closing Date, the books and accounts of the Target Companies are materially complete and accurate and have been properly maintained in full compliance with all applicable regulations.

6.1.3

Real Property

(1)

As per the Closing Date, none of the Target Companies does own real estate. None of the Target Companies has entered into any binding agreement upon the purchase of real estate or rights comparable to real estate ( grundstücksgleiche Rechte ).

(2)

Annex 6.1.3 (2) contains a complete and correct list of all leased real estate.

6.1.4

Material Agreements

(1)

To the Seller's Knowledge, as of the date of this Agreement, Annex 6.1.4 (1) contains a complete and correct list of all Material Agreements as defined herein. " Material Agreements " (individually a " Material Agreement ") shall mean any agreements (whether express or implied and whether entered into in writing or orally, in each case as amended) the Target Companies are party to and which (i) have been entered into after 31 December 2005, and (ii) have not yet been fully performed—including any secondary, accessory, contingent or future obligations—by both parties to such agreements as of the date of this Agreement, and (iii) the effects of which have not fully been reflected in the Financial Statements and (iv) which have not been clearly disclosed by Seller to Buyer in connection with the due diligence process and (v) which fall within one or more of the categories indicated below:

(i)

agreements relating to the acquisition or sale of fixed assets (excluding agreements relating to the sale and acquisition of real property), with a value exceeding EUR 100,000

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• • • in the individual case, and agreements relating to the acquisition or sale of enterprises, businesses or parts thereof, with a value exceeding EUR 500,000;

    (ii)

    loan and credit agreements (other than intra group cash pooling arrangements) in the individual case resulting in an indebtedness of a Target Company in excess of EUR 100,000 other than as set out in Annex 6.1.4 (1) under (ii);
    
    

    (iii)

    guaranties, suretyships ( Bürgschaften ), assumption of debts ( Schuldübernahme, Schuldbeitritt ), comfort letters or similar legal instruments of any kind issued by any of the Target Companies in the individual case with a value at risk of more than EUR 100,000;
    
    

    (iv)

    agreements with third party advisors or consultants (i) providing for a fixed annual remuneration of more than EUR 100,000 in each individual case and (ii) the term of which expires after 31 December 2007;
    
    

    (v)

    agreements with third party enterprises (non-employees) relating to profit or revenue participations, stock options, and similar agreements or schemes involving commercial interests exceeding EUR 100,000 in each individual case;
    
    

    (vi)

    agreements prohibiting or limiting the ability of a Target Company to engage in the business activity as conducted on the date of this Agreement or to compete with any person (including any exclusive purchasing or sales agreements);
    
    

    (vii)

    agreements or obligations which have been entered into or incurred outside the ordinary course of business involving payment obligations in excess of EUR 100,000 in each individual case;
    
    

    (viii)

    agreements between any of the Target Companies on the one hand and the Seller and/or Affiliates of the Seller (other than the Target Companies) on the other hand which are not at arms length and which have a value in excess of EUR 100,000 in each individual case;
    
    

    (ix)

    any and all ongoing agreements between any of the Target Companies on the one hand and Buck Consultants, LLC (or any of its Affilates) on the other hand if the business of the Target Companies materially depends upon the continuation of those agreements;
    
    

    (x)

    other agreements (with the exception of employment agreements of employees of the Target Companies) and obligations which (i) provide for annual payments of a Target Company in excess of of EUR 100.000 in the individual case, and (ii) have a fixed term at least until 31 December 2007.
    
    

  (2)

  To Seller's Knowledge as per the date of this Agreement, all Material Agreements are valid, legally binding and enforceable. To Seller's Knowledge as per the date of this Agreement, except as disclosed in Annex 6.1.4 (2) , (i), the Target Companies have complied with their obligations under the Material Agreements, except where the failure to do so would not cause a Material Adverse Effect, and (ii) none of the Material Agreements has been terminated by any party, nor has any party given written notice about its intention to terminate a Material Agreement. For the purposes of this Agreement, Material Adverse Effect means any change or effect that is materially adverse to the amount of at least EUR 1,000,000 (present value as of the date of notarisation) to the financial condition, results of operations, business operations or assets of the Target Companies taken as a whole (herein referred to as " Material Adverse Effect ").
  
  

  (3)

  Seller has submitted prior to the signing of this Agreement to Buyer a true and correct list of the Top 20 customers of Heissmann in Germany for the fiscal year ending on 31 March 2007.

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6.1.5

Labour Matters; Powers of Attorney

(1)

Annex 6.1.5 (1) contains, as per the date of this Agreement to Seller's Knowledge a complete and correct list of all managing directors, members of supervisory or similar corporate bodies of the Target Companies, including relevant information on their position/occupation.

Prior to the date of this Agreement Seller has submitted to Buyer a list of the managing directors and senior management members in Germany who in the year 2006 had an annual gross remuneration for tax purposes of more than EUR 100,000 indicating their names, their function.

(2)

The Seller has prior to the date of this Agreement submitted to the Buyer complete and correct copies of all individual employment or service agreements, each in their current version, for (i) any managing director ( Vorstand; Geschäftsführer ) or similar executive and (ii) any employee whose gross annual remuneration for tax purposes exceeds EUR 150,000, of any of the Heissmann German Target Companies.

(3)

As per the Closing Date, the Target Companies have duly and timely fulfilled all payment and other obligations vis-à-vis their current and former employees including managing directors or similar executives or have duly accrued for them.

(4)

As per the date of this Agreement, no managing director, similar executive or member of the senior management ( leitender Angestellter ) has given notice or otherwise terminated, or, to the Seller's Knowledge, is about to give notice or otherwise terminate, the employment relationship with any of the Target Companies.

(5)

All future obligations under or in connection with the pension commitments, appertaining to periods until the Closing Date are recognized in the respective balance sheets as liabilities or provisions according to the requirements established by law (not exceeding the ceiling set by Section 6a German Income Tax Act ( Einkommensteuergesetz ) for Germany and the relevant acounting standards for other countries). For that purpose, the pension commitments were valued based on the most recent actuarial data and assumptions. To the extent reinsurance contracts or agreements with a similar effect have been concluded to cover such pension liabilities, to Seller's knowledge, all insurance premiums have been paid or accrued for the relevant period.

(6)

To Seller's Knowledge, no powers of attorney to sign or to represent any of the Target Companies have been issued to persons, companies or third parties, and are presently in force other than those registered in the Commercial Registers of the Target Companies or usual or reasonable in the ordinary course of business of companies such as the Target Companies.

(7)

To Seller's Knowledge, there are no agreements with employed or independent commercial agents or distributors, as per the date of this Agreement.

(8)

To Seller's Knowledge, since December 31, 2006, the Target Companies have not experienced any material disputes with any local authority (in particular regarding disabled persons and repayment duties) with respect to labor law matters or any strike or labour interruption.

6.1.6

Public Grants

To Seller's Knowledge, there are no public subsidies, allowances, grants and other public aids, in particular, without limitation, within the meaning of Article 87 of the EC Treaty (herein collectively referred to as the " Public Grants ") granted to the Target Companies within the past 3 (three) years prior to the date of this Agreement..

6.1.7

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6.1.8

Legal Proceedings

Seller has submitted to Buyer prior to the date of this Agreement a list with initiated, threatened and/or otherwise pending judicial, arbitration or administrative litigations or other proceedings. There are no other judicial, arbitration or administrative litigations or other proceedings, having a litigation value ( Streitwert ) in excess of EUR 100,000 in the individual case, initiated, pending or, to Seller's Knowledge, threatened to which any of the Target Companies is, directly or indirectly, a party or which, to Seller's Knowledge, may otherwise result in an obligation or liability of (including, without limitation, a right of recourse of any third party against) any of the Target Companies.

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6.1.9

Permits; Compliance with Law

(1)

To Seller's Knowledge, the Target Companies have all licenses, concessions and permits of any kind required by law for the conduct and continuation of their present business as it is conducted on the date of this Agreement and have materially complied therewith.

(2)

To Seller's Knowledge, as per the date of this Agreement, the Target Companies are operated in compliance with all applicable laws except where the failure to comply would not reasonably be expected to have a materially adverse effect in the amount of at least EUR 100,000 to the financial condition, results of operations, business operations or assets of the Target Companies. To Seller's Knowledge, no Target Company—through one of its managing directors or senior employees—has directly or indirectly given or agreed to give any bribe or other illegal benefit to any other person in relation to and in connection with the business of a Target Company which constitutes a criminal offence.

6.1.10

Insurances

(1)

Seller has submitted prior to the date of this Agreement to Buyer a complete and correct list of all insurances with annual premiums exceeding EUR 100,000 in the individual case taken out by, or for the benefit of, the Target Companies, their assets, business operations, managing directors, supervisory board members or employees. Such insurances cover, to Seller's knowledge, all risks required by law to be covered ( Pflichtversicherungen ). To Seller's Knowledge, all insurance contracts are valid, subsisting and enforceable on the part of the Target Companies. To Seller's Knowledge, both the policyholder and the insurer have timely, duly and completely fulfilled all obligations under the insurance policies, and no provision thereof has been repudiated by either party thereto.

(2)

Annex 6.1.10 (2) contains, as of the date of this Agreement, a complete and correct list of events occurred since 1 January 2003 which entitled or entitle the Seller or the Target Companies to any insurance benefits in excess of EUR 50,000 in each case from the insurances listed in Annex 6.1.10 (2), or due to which such benefits have actually been claimed.

6.1.11

Material Intellectual Property Rights

To Seller's Knowledge, as of the date of this Agreement, the Target Companies own, or lawfully use, all patents, trademarks, domains and o