EXHIBIT 1.1 5,600,000 Shares WATSON WYATT & COMPANY HOLDINGS Class A Common Stock ($0.01 Par Value) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2000 • Watson Wyatt & Co Holdings • Services-management consulting services • New York
Exhibit 10.5Letter Agreement • September 14th, 2000 • Watson Wyatt & Co Holdings • Services-management consulting services
We are asking that you enter into this letter agreement in consideration for the agreement of the several underwriters, for which Deutsche Bank Securities Inc. intends to act as representative, to underwrite a proposed public offering ("IPO" or "offering") of Class A common stock of Watson Wyatt & Company Holdings, our newly-created Delaware holding company, as described in the proxy statement transmitted to you on May 24, 2000 and as contemplated by the registration statement filed with the Securities and Exchange Commission on Form S-3, as amended. By signing below, you hereby agree that you will not, directly or indirectly, without our prior written consent, "transfer" Watson Wyatt & Company Holdings shares during the following periods, the last of which will end four years after the public offering date: o 25% of the aggregate Watson Wyatt & Company Holdings shares which you own immediately following the IPO may be transferred beginning one year after the public offering date;
