Stock Transfer Agreement

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Exhibit 10.12

FORM OF STOCK TRANSFER AGREEMENT

[                , 2005]

RE:     Shares of Watson Wyatt & Company Holdings—Stock Transfer Agreement

        Watson Wyatt & Company Holdings ("WWCH") will be issuing shares of its Class A Common Stock ("Common Stock") in connection with the purchase by Watson Wyatt (UK) Acquisitions 2 Limited ("Purchaser"), a wholly-owned subsidiary of WWCH of certain assets and assumption of certain liabilities (the "Acquisition") of Watson Wyatt LLP ("WWLLP"). In connection with, and following consummation of, the Acquisition, Purchaser will assign certain assets and liabilities acquired in connection therewith to Watson Wyatt Limited ("WWL"), a wholly-owned indirect subsidiary of WWCH. We are asking you to enter into this Stock Transfer Agreement as a condition to your receipt of Common Stock in connection with the Acquisition.

        Capitalized terms that are not otherwise defined have the meanings set forth in Section 1 of Attachment A.

        By signing below, you hereby agree that you will not, without prior written consent of WWCH, Transfer any Covered Shares that you beneficially own except as permitted by, and in compliance with, this Stock Transfer Agreement. Any purported transfer of Covered Shares in violation of this Stock Transfer Agreement shall be void.

        The agreements set forth in this Stock Transfer Agreement apply to Covered Shares beneficially owned by any Covered Person. Covered Shares beneficially owned by WWLLP shall be subject to the WWLLP Transfer Restrictions set forth in Section 3 of Attachment A. Covered Shares beneficially owned by a Main Partner shall be subject to the Main Partner Transfer Restrictions.

        By signing below, you consent and agree to the entry of stop transfer orders against the Transfer of Covered Shares subject to Transfer Restrictions except in compliance with this Stock Transfer Agreement, and you authorize WWCH to cause WWCH's transfer agent to decline to Transfer Covered Shares except in compliance with this Stock Transfer Agreement. In the case of any Covered Shares for which you are the beneficial but not the record holder, you agree to cause the record holder to cause WWCH's transfer agent to decline to Transfer Covered Shares except in compliance with this Stock Transfer Agreement.

        The applicable Transfer Restrictions for uncertificated Covered Shares will be noted in our book-entry system. Any certificate representing Covered Shares shall bear a legend noted conspicuously upon such certificate substantially as follows: "The shares represented by this certificate are subject to restrictions on transfer and may not be sold, exchanged, transferred, pledged or otherwise disposed of except in accordance with and subject to the terms and conditions of the Stock Transfer Agreement dated                    , 2005, and any applicable Joinder Agreement entered into by a Main Partner thereunder."

        You understand and agree that all Covered Shares beneficially owned by you shall be registered in the name of Salomon Smith Barney, as nominee for you, and shall be held in the custody of a custodian until expiration of all applicable Transfer Restrictions.

        This Stock Transfer Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.

        You hereby represent and warrant that you have full power and authority to enter into this Stock Transfer Agreement, and that, upon request, you will execute any additional documents and take such further action as may be reasonably necessary to effect the provisions of this Stock Transfer Agreement. Your obligations under this Stock Transfer Agreement will be binding upon and inure to the benefit of your legal representatives, successors and assigns; provided , however , that neither this Stock Transfer Agreement nor any rights or obligations hereunder may be assigned without prior written consent of

WWCH, and any purported assignment without such consent shall be void. The parties agree that irreparable damage will result if this Stock Transfer Agreement is not specifically enforced or is breached. In addition to all other remedies, WWCH and WWL shall be entitled to injunctive and all other equitable relief, including a decree for specific performance, in accordance with the provisions hereof.

Very truly yours,

By the authorized signature below, Watson Wyatt LLP hereby agrees to be bound by the terms of this lock-up agreement.

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ATTACHMENT A

TRANSFER RESTRICTIONS

1.     Definitions

        Capitalized terms used in this Attachment A shall have the meanings ascribed below or, if not defined below, in the main body of this Stock Transfer Agreement:

        " Change in Control " shall have the meaning given in Section 6 of this Attachment A.

        " Closing " means the consummation of the Acquisition.

        " Common Stock " means shares of class A common stock of WWCH.

        " Contingent Covered Shares " means up to an aggregate of 1,950,000 shares of Common Stock that may be issued and delivered after the Closing pursuant to clauses 3.3 and 4 of the Purchase Agreement if the performance objectives set forth in clause 4 of the Purchase Agreement are satisfied.

        " 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.

        " Covered Person " means WWLLP, each Main Partner and each of their respective Permitted Transferees.

        " Covered Shares " means shares of Common Stock issued in connection with the Acquisition that are beneficially owned by a Covered Person at the time in question (whether or not initially issued to such Covered Person at the Closing or Transferred to a Covered Person thereafter), but shall not include Excluded Shares. "Covered Shares" shall include Initial Covered Shares and Contingent Covered Shares. "Covered Shares" are subject to adjustment as follows:

(a)  In the event that WWCH effects any stock split or reverse stock split or otherwise consolidates, sub-divides or re-organizes the Common Stock or makes any issue by way of capitalization to holders of Common Stock, the amount of Common Stock comprised in the "Covered Shares" will be proportionately adjusted upwards or downwards by such an amount (if any) to reflect the adjustment that would have been made to the Covered Shares if they had been owned by the Covered Person at the time of the relevant stock split, reverse stock split, consolidation, sub-division, re-organization or issue by way of capitalization, but only to the extent such securities are received in exchange for or in respect of Covered Shares.

(b)  Except as provided in Section 6 of this Attachment A, in the event of any business combination, restructuring, recapitalization or other extraordinary transaction involving WWCH, its subsidiaries or any of their respective securities or assets as a result of which the holders of Covered Shares shall hold voting securities of a Person other than WWCH, this Stock Transfer Agreement shall continue in full force and effect with respect to such voting securities of such other Person formerly representing or distributed in respect of Covered Shares, and the terms "Covered Shares," "Common Stock" and "WWCH" (or "we") shall refer to and include such voting securities formerly representing or distributed in respect of Covered Shares and such Person, respectively.

        " Equity Partner " means each Equity Partner of WWLLP as defined in the Purchase Agreement who receives Common Stock pursuant to the Acquisition, but excluding any Retired Partner.

        " Equity Partner Trust " means those trusts to be established for the benefit of all Equity Partners for the purpose of distributing shares of Common Stock to individual Equity Partners pursuant to a plan of distribution adopted by the Main Partners.

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