[GRAPHIC OMITTED] Memo
October 28, 1998
To: Stockholders of Watson Wyatt & Company
From: Walter W. Bardenwerper, Secretary
Subject: Attached Proxy Statement and Ballot
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Attached as a Word 6.0 document is the Annual Proxy Statement and Ballot in
connection with the upcoming Annual Shareholder's Meeting. As you will see, this
year's Proxy Statement relates to the annual election of directors, and a
proposal to amend the Bylaws of the Company to more specifically describe
permitted liens arising in connection with loan programs established by the
Board of Directors (the "Bylaw Amendment Proposal"). As stated in the attached
Notice of the Annual Shareholders' Meeting which accompanies the Proxy, the
proxies are being solicited by the Board of Directors who recommend a vote in
favor of the proposed slate of nominees to the Board of Directors and a vote in
favor of the Bylaw Amendment Proposal. The date of the Annual Shareholders'
Meeting is November 19, 1998.
To ensure proper formatting of the Proxy Statement and Ballot, please view and
print the document using Word 6.0. If you have any difficulty retrieving or
printing the Proxy statement or the Ballot, please first contact your Office
Administrator who will assist you or will provide you with hard copies. Any
stockholder may also, if necessary, obtain a hard copy of the Proxy Statement
and Proxy Ballot by contacting me or Elaine Wiggins at this office.
PLEASE READ THE PROXY DOCUMENT AND COMPLETE, SIGN AND DATE YOUR PROXY BALLOT AND
RETURN IT TO YOUR OFFICE ADMINISTRATOR IN A SEALED ENVELOPE NO LATER THAN
NOVEMBER 11, 1998.
Thank you.
