RETIREMENT AGREEMENT


     RETIREMENT AGREEMENT,  dated as of May 22, 2000 (the "Agreement"),  between
FactSet  Research  Systems Inc., a Delaware  corporation  (the  "Company"),  and
Howard E. Wille (the "Executive").

     WHEREAS,  the  Executive  is  employed  by the  Company  on the  terms  and
conditions  set forth in an  employment  agreement  dated  June 27,  1996 by and
between the Executive and the Company (the "Employment Agreement"); and

     WHEREAS,  the  Executive  currently  serves  as  Chairman  of the  Board of
Directors of the Company ("Chairman") and as Chief
Executive Officer of the Company ("Chief Executive Officer"); and

     WHEREAS,  the Executive  desires to retire from active  employment with the
Company effective May 22, 2000 (the "Retirement Date"); and

     WHEREAS,  the Company  desires to reward the  Executive for his 22 years of
service with the Company as Chairman and Chief Executive Officer;

     NOW,  THEREFORE,  in  consideration  of the premises set forth herein,  the
Executive and the Company, intending to be legally bound hereby, do hereby agree
as follows:

     1. Retirement by the Executive.

     (1) The  Executive  has elected to retire as an employee and officer of the
Company and any of its subsidiaries or affiliates as of the Retirement Date.

     (2) The Executive shall continue as the non-executive Chairman of the Board
of Directors  (the "Board") until August 31, 2000, or such earlier date on which
the Executive may resign as Chairman of the Board.

     2.  Termination  of the  Employment  Agreement.  By mutual  agreement,  the
Employment  Agreement shall be terminated,  effective as of the Retirement Date,
and from such date the  Employment  Agreement  shall be void and of no force and
effect.

     3.  Compensation and Benefits.  During the period that the Executive serves
as Chairman of the Board (the date such service  terminates for any reason,  the
"Chairman  Termination  Date"),  the Company shall  provide the  Executive  with
periodic  cash  compensation  at the rate of  $350,000  per year and the Company
shall  continue  to provide the  Executive  (and his spouse and  dependants,  if
applicable)  with medical and dental  benefits  substantially  equivalent to the
benefits he was entitled to receive  immediately  prior to the Retirement  Date.
The Company shall give the Executive the right to purchase (such right to remain
open until the Chairman  Termination  Date) at current  book value,  the Company
vehicles which were customarily  provided to the Executive  immediately prior to
the Retirement Date.

     4. Benefits following  Termination of Board Service. For a period of thirty
six months  immediately  following the Chairman  Termination  Date,  the Company
shall  continue  to provide the  Executive  (and his spouse and  dependents,  if
applicable)  with medical and dental  benefits as described in Section 3 of this
Agreement.

     5.  Special   Retirement   Payment.   In  recognition  of  the  Executive's
contributions  to the success of the Company,  no later than five  business days
following the Chairman Termination Date, the Company shall pay the Executive (or
if applicable,  his estate or legal representative) a special retirement payment
of $2,750,000, in a lump sum in cash.

     6.  Gross-Up  Payment for Excise  Tax.  If any of the  payments or benefits
received  or to be  received  by the  Executive  pursuant  to the  terms of this
Agreement or any other Company plan,  arrangement or agreement (such payments or
benefits,  excluding  the  Gross-Up  Payment  (as  defined  below),  the  "Total
Payments")  will be subject to the excise tax imposed  under Section 4999 of the
Internal Revenue Code (or any successor provision), the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net amount
retained  by the  Executive,  after  deduction  of any  excise  tax on the Total
Payments and any federal, state and local income and employment taxes and excise
tax upon the  Gross-Up  Payment,  shall be  equal  to the  Total  Payments.  Any
calculation  required to be made in respect of the foregoing shall be determined
initially by a nationally  recognized  firm of  independent  public  accountants
retained by the Executive at the Company's  expense,  and such determination and
the basis  therefor  shall be  furnished  in  writing to the  Executive  and the
Company.  Payment shall be made by the Company in  accordance  with that initial
determination  regardless  whether there is a dispute over the accuracy thereof.
If either party disputes that initial determination the matter shall promptly be
referred to a  nationally  recognized  firm of  independent  public  accountants
selected  by the  Executive  (which  firm  shall not have been  involved  in the
initial determination), and the Executive and the Company shall promptly furnish
to that firm such information as it reasonably requests.  The Company shall make
such additional payment to the Executive or the Executive shall refund an amount
to the  Company,  as the case may be,  in  accordance  with  the  latter  firm's
determination. The fees and expenses of that firm shall be borne by the Company.



     7. Release by the Executive.

     (1) The  Executive,  on behalf of himself,  his family,  heirs,  executors,
administrators, legal representatives and assignees hereby releases the Company,
its  parents,   subsidiaries  and  other  affiliates,  its  (and  its  parents',
subsidiaries'  and other  affiliates')  present or former  employees,  officers,
directors, stockholders,  representatives and agents from all claims and demands
the  Executive  has had or  presently  has against the Company and its  parents,
subsidiaries and other affiliates,  including any rights or claims the Executive
may have based on or pertaining to his Employment  Agreement or otherwise  based
on any facts or events,  whether  known or unknown by the  Executive,  that have
occurred prior to the date of this Agreement.

     (2) Nothing herein shall be deemed to release: (i) the Executive's right to
be reimbursed for ordinary and necessary business expenses incurred prior to the
Retirement  Date  but not  previously  reimbursed,  (ii)  salary,  benefits  and
perquisites payable to the Executive (including, but not limited to, accrued and
unpaid  vacation  days) with  respect to a period prior to the  Retirement  Date
which  have  not been  previously  paid up to the  Retirement  Date,  (iii)  the
Executive's  rights under this  Agreement  or (iv) any of the benefits  that the
Executive has accrued prior to the Retirement Date under the Company's  employee
benefit plans. In addition, the Executive shall be entitled to reimbursement for
ordinary and necessary  business expenses incurred  following the date hereof in
connection  with his  service as a director  in  accordance  with the  Company's
policies in effect from time to time.

     8. Release by the  Company.  As  additional  consideration  hereunder,  the
Company,  its parents,  subsidiaries  and other affiliates (and their respective
successors and assigns)  hereby release the Executive from all claims or demands
they have had or presently have against the  Executive,  including any rights or
claims  based on any  facts or  events,  whether  known or  unknown,  that  have
occurred prior to the date of this Agreement.

     9. Indemnification.

     (1) The Company hereby agrees that, with respect to any threatened, pending
or completed action or proceeding,  whether civil,  criminal,  administrative or
investigative  ("Proceeding")  to which Executive is a party or is threatened to
be made a party by reason of the  Executive's  service as  director,  officer or
employee of the Company prior to the Chairman Termination Date ("Pre-Termination
Date  Service"),  the  Executive  is and shall be  indemnified  by the  Company,
including  without  limitation,  against expenses  (including  attorney's fees),
judgments,  fines and amounts paid in settlement actually reasonably incurred by
him in  connection  with the defense or settlement  of such  Proceeding,  to the
fullest extent of applicable law, the Company's  by-laws and Company's  articles
of  incorporation  (each of such  by-laws and  articles of  incorporation  as in
effect on the date  hereof).  The Company  represents  and warrants  that,  with
respect to the  Pre-Termination  Date Service,  the Executive is a named insured
under the Company's  Directors' and Officers'  Liability  Insurance Policy which
provides liability coverage for the directors and officers of the Company.

     (2) The Executive  shall be  indemnified  and held harmless with respect to
any Proceeding to which Executive is a party or is threatened to be made a party
by reason of the Executive's  service to the Company on or after the date hereof
to the same extent that the Company  indemnifies and holds harmless directors of
the Company.

     10. Publicity. A press release in respect of the Executive's resignation as
Chief Executive Officer of the Company shall be issued by the Company and/or the
Executive  in the form  attached  to this  Agreement  as  Exhibit  A.  Except as
provided in this Section 10 or as required by law or stock  exchange  rule,  the
Executive shall not divulge,  and the Company shall use its best effort to cause
its officers, employees and agents not to divulge, to any other entity or person
(except in the case of the Executive,  to his spouse, and in case of the Company
and the Executive to its, or his, legal and financial  advisors) any information
concerning  this  Agreement  or the terms  thereof or the  discussions  relating
thereto.

     11.  Nondisparagement.  The Company and the  Executive  shall  refrain from
making any statements or taking any action which has the effect of demeaning the
name or reputation of the other, or which is injurious,  or could  reasonably be
expected to be injurious to the best  interests  (economic or  otherwise) of the
other.  For the  purposes  of this  Section 11, the  Company  shall  include its
affiliates, employees and directors.

     12. Noncompetition; Confidentiality.

     (1) The  Executive  agrees that while  serving as Chairman of the Board and
for a period of two years following the Chairman Termination Date, the Executive
shall not, directly or indirectly,  own, manage,  operate,  join or control,  be
employed by or participate in the  ownership,  management,  operation or control
of, or be a consultant  to or connected in any other manner with,  any business,
firm or corporation which is similar to or competes with a principal business of
the Company or its affiliates (a  "Competitive  Activity").  For these purposes,
the  Executive's  ownership of securities  or a public  company not in excess of
five percent (5%) of any class of such securities  shall not be considered to be
a Competitive Activity.



     (2) The  Executive  agrees  to keep  secret  and  retain  in the  strictest
confidence  all  confidential  matters  which  relate  to  the  Company  or  any
subsidiary or affiliate,  including, without limitation,  customer lists, client
lists, trade secrets,  pricing policies, data bases and other nonpublic business
affairs of the Company and any  subsidiary or affiliate  learned by him from the
Company  or any such  affiliate  or  otherwise  before or after the date of this
Agreement, and not to disclose any such confidential matter to anyone outside of
the Company or any of its affiliates.

     13. Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively  by  arbitration,  conducted
before a panel of three  arbitrators in New York,  New York, in accordance  with
the rules of the American Arbitration Association then in effect.  Judgement may
be entered  on the  arbitrator's  award in any court  having  jurisdiction.  The
expense of any arbitration  shall be borne by the Company.  Notwithstanding  the
foregoing,  the  Company  may seek  equitable  relief in any court of  competent
jurisdiction  to prevent any violation of Section 11 or 12 of this Agreement and
the Executive may seek equitable  relief in any court of competent  jurisdiction
to prevent any violation of Section 11 of this Agreement.  The Executive and the
Company each agree that equitable relief may be granted without the necessity to
post a bond. In the event that any provision of Section 12 of this  Agreement is
deemed  to be  unreasonable  by the  final  decision  of a  court  of  competent
jurisdiction,  the  Company  and the  Executive  shall  agree and submit to such
revision or  modification  thereof  which said court shall deem to be reasonable
and which most closely conforms to the intent of this Agreement.

     14. Mitigation.  The Company's obligations to make payments provided for in
the Agreement  and  otherwise  perform its  obligations  hereunder  shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action  which the  Company  may have  against the  Executive  or others.  The
Executive shall not be required to mitigate amounts payable hereunder by seeking
employment or otherwise.

     15.  Modification;  Waiver or  Discharge.  This  Agreement  is entered into
between the Company and the Executive for the benefit of each of the Company and
the  Executive.  No  provisions  of this  Agreement  may be modified,  waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by the Executive and the Company. No waiver by either party hereto at any
time of any  breach by the  other  party  hereto  of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent time.

     16. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter  contained herein and supersedes
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations or warranties, whether oral or written, by any officer, employee
or representative  of either party hereto  (including the Employment  Agreement,
except to the extent otherwise provided herein).

     17.  Assignment.  This Agreement may not be assigned by the Executive,  but
may be assigned by the Company to any  successor  to its business and will inure
to the benefit of and be binding upon any such successor.  The Executive  shall,
in his discretion,  be entitled to proceed against such successor or the Company
in any action to enforce any rights of the Executive hereunder.

     18. Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

     19. Headings. The headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

     20.   Governing  Law.  The  validity,   interpretation,   construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Connecticut without regard to principles of conflicts of laws.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.

                                            FactSet Research Systems Inc.


                                            BY:  /s/ MICHAEL F. DICHRISTINA


                                            BY:  /s/ HOWARD E. WILLE
                                                     Howard E. Wille