8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2010 (May 14, 2010)

Towers Watson & Co.

(Exact name of registrant as specified in its charter)

Delaware	001-34594	27-0676603
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

875 Third Avenue
New York, NY	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 725-7550

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On May 14, 2010, the Towers Watson & Co. (the “Company” or “Towers Watson”) Board of Directors (the “Board”) approved the Towers Watson & Co. Compensation Plan for Non-Employee Directors (the “Plan”) and the Voluntary Deferred Compensation Plan for Non-Employee Directors.  The Plan requires the payment of a substantial portion of the annually established compensation payable to non-employee directors for their service to be in equity of the Company in the form of restricted stock units (RSUs).  All RSUs payable to non-employee directors under the Plan shall be issued pursuant to the terms of the Towers Watson & Co. 2009 Long Term Incentive Plan which was approved by Watson Wyatt shareholders in connection with the vote upon the approval and adoption of the Agreement and Plan of Merger involving Watson Wyatt Worldwide, Inc. and Towers, Perrin, Forster & Crosby Inc.  The material terms of the Plan are described below.  The Plan also requires that non-employee directors maintain equity ownership of at least three times the annual cash retainer.  Each non-employee director has three years from the date of appointment to achieve compliance with such ownership guidelines. The Plan and the Voluntary Deferred Compensation Plan for Non-Employee Directors are attached as exhibits to this Current Report on Form 8-K.

a.Annual Cash Retainer:  $45,000 per year, paid quarterly

b.Annual RSU Grant:  Annual RSUs, equivalent to $120,000 ($60,000 for the period beginning January 1, 2010 and ending June 30, 2010), granted at the beginning of each fiscal year (with the number of shares underlying the RSUs based on the closing price per share of the Common Stock on the last business day of the just completed fiscal year) for services to be provided during the current fiscal year.  Annual RSUs vest in equal quarterly installments over a 12-month period beginning on the date of grant, and unless deferred shall be paid upon vesting as provided in Section 6 of the Plan.

c.Initial RSU Grant:Initial RSUs, equivalent to $135,000 granted on the second business day following the Company’s first earnings announcement after the date that the Non-Employee Director is initially elected to the Board (whether elected by stockholders or the Board) with the number of shares underlying the RSUs based on the closing price per share of the Common Stock on the date of grant.  Initial RSUs will vest in equal annual installments over a three-year period beginning on the date of grant.  With respect to Non-Employee Directors serving on the date this Plan is adopted by the Board, Initial RSUs equivalent to $135,000 shall be granted upon the date of such approval,  based on the closing price per share of the Common Stock on the date of grant, and shall vest in equal annual installments on January 1, 2011, January 1, 2012 and January 1, 2013.  Any director who is an employee of the Company shall not be entitled to an Initial RSU grant if he or she becomes a Non-Employee Director.  Unless deferred, Initial RSUs shall be paid upon vesting as provided in Section 6 of this Plan.

d.Board Meetings:  $1,000 per meeting

e.Committee Member Fees:

i.Audit Committee:  $7,500 annual retainer, paid quarterly, and $1,000 per meeting

ii.Compensation Committee:  $5,000 annual retainer, paid quarterly, and $500 per meeting

iii.Nominating and Governance Committee:  $2,500 annual retainer, paid quarterly, and $500 per meeting

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iv.Risk Committee: $2,500 annual retainer, paid quarterly, and $500 per meeting

f.Committee Chair Fees (paid in lieu of Committee Member Fees):

i.Audit Committee Chair:  $15,000 annual retainer, paid quarterly, and $2,000 per meeting

ii.Compensation Committee Chair:  $10,000 annual retainer, paid quarterly, and $1,000 per meeting

iii.Nominating and Governance Committee Chair:  $5,000 annual retainer, paid quarterly, and $1,000 per meeting

iv.Risk Committee Chair:  $5,000 annual retainer, paid quarterly, and $1,000 per meeting

g.Lead Director Annual Retainer (paid in addition to regular Board and Committee Fees):  $20,000 per year, paid quarterly.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Towers Watson & Co. Compensation Plan for Non-Employee Directors
10.2	Voluntary Deferred Compensation Plan for Non-Employee Directors

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOWERS WATSON & CO.
	(Registrant)
Date: May 18, 2010
	By:	/s/ Walter W. Bardenwerper
	Name:	Walter W. Bardenwerper
	Title:	Vice President and General Counsel

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EX-10.1

Exhibit 10.1

TOWERS WATSON & CO.

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

EFFECTIVE JANUARY 1, 2010

1.Purpose.  The purpose of the Towers Watson & Co. Compensation Plan for Non-Employee Directors (the “Plan”) is to advance the interests of Towers Watson & Co. (the “Company”) and its stockholders by closely aligning the interests of members of the Board of Directors of the Company (the “Board”) who are not employees of the Company or any subsidiary with the interests of the Company and its stockholders.  Accordingly, this Plan provides for the payment of a substantial portion of the annually established compensation payable to Non-Employee Directors for their service to be in the form of equity-based compensation consisting of restricted stock units (RSUs).  Each RSU represents a notional unit interest equal in value to a share of the Company’s Class A common stock (the “Common Stock”).  All RSUs payable to Non-Employee Directors under this Plan shall be issued pursuant to the terms of the Towers Watson & Co. 2009 Long Term Incentive Plan (the “LTIP”).  All capitalized terms used but not defined herein shall have the meaning assigned to them in the LTIP.  The maximum number of shares of Class A common stock that may be subject to awards made under this Plan in total or to any one individual shall be as specified in the LTIP.

2.Administration.  The Compensation Committee of the Board (the “Committee”) shall administer the Plan.  The Committee shall, subject to the provisions of the Plan, have the power to construe the Plan, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of the Plan, as it may deem desirable.  Any decisions of the Committee in the administration of the Plan, as described herein, shall be final and conclusive.  The Committee may authorize any one or more of its members or any officer of the Company to execute and deliver documents on behalf of the Committee.

3.Amount of Non-Employee Director Compensation.  Effective January 1, 2010, the schedule of fees payable to Non-Employee Directors pursuant to this Plan is as follows:

a.Annual Cash Retainer:  $45,000 per year, paid quarterly

b.Annual RSU Grant:  Annual RSUs, equivalent to $120,000 ($60,000 for the period beginning January 1, 2010 and ending June 30, 2010), granted at the beginning of each fiscal year (with the number of shares underlying the RSUs based on the closing price per share of the Common Stock on the last business day of the just completed fiscal year) for services to be provided during the current fiscal year.  Annual RSUs vest in equal quarterly installments over a 12-month period beginning on the date of grant, and unless deferred shall be paid upon vesting as provided in Section 6 of this Plan.

c.Initial RSU Grant:Initial RSUs, equivalent to $135,000 granted on the second business day following the Company’s first earnings announcement after the date that the Non-Employee Director is initially elected to the Board (whether elected by stockholders or the Board) with the number of shares underlying the RSUs based on the closing price per share of the Common Stock on the date of grant.  Initial RSUs will vest in equal annual installments over a three-year period beginning on the date of grant.  With respect to Non-Employee Directors serving on the date this Plan is adopted by the Board, Initial RSUs equivalent to $135,000 shall be granted upon the date of such approval,  based on the closing price per share of the Common Stock on the date of grant, and shall vest in equal annual installments on January 1, 2011, January 1, 2012 and January 1, 2013.  Any director who is an employee of the Company shall not be entitled to an Initial RSU grant if he or she becomes a Non-Employee Director.  Unless deferred, Initial RSUs shall be paid upon vesting as provided in Section 6 of this Plan.

d.Board Meetings:  $1,000 per meeting

e.Committee Member Fees:

i.Audit Committee:  $7,500 annual retainer, paid quarterly, and $1,000 per meeting

ii.Compensation Committee:  $5,000 annual retainer, paid quarterly, and $500 per meeting

iii.Nominating and Governance Committee:  $2,500 annual retainer, paid quarterly, and $500 per meeting

iv.Risk Committee: $2,500 annual retainer, paid quarterly, and $500 per meeting

f.Committee Chair Fees (paid in lieu of Committee Member Fees):

i.Audit Committee Chair:  $15,000 annual retainer, paid quarterly, and $2,000 per meeting

ii.Compensation Committee Chair:  $10,000 annual retainer, paid quarterly, and $1,000 per meeting

iii.Nominating and Governance Committee Chair:  $5,000 annual retainer, paid quarterly, and $1,000 per meeting

iv.Risk Committee Chair:  $5,000 annual retainer, paid quarterly, and $1,000 per meeting

g.Lead Director Annual Retainer (paid in addition to regular Board and Committee Fees):  $20,000 per year, paid quarterly

4.Dividend Equivalent Rights.  RSUs granted hereunder shall be granted together with a Dividend Equivalent Right with respect to the shares of Common Stock subject to the award.  Dividend Equivalent Rights shall be accumulated and deemed to be reinvested in additional RSUs and will be paid at the time the underlying RSU is payable.  Dividend Equivalent Rights shall be subject to forfeiture under the same conditions as apply to the underlying RSUs.

5.Vesting of RSUs.  Vesting of RSUs granted under this Plan shall be conditioned upon continued service as a director of the Company, provided that vesting shall be accelerated upon the director’s death or disability or upon a Change in Control.

6.Settlement of RSUs.  RSUs will be paid out in shares of Common Stock on the date of vesting to an account established for each Non-Employee Director at a brokerage firm designated by the Company.  Notwithstanding the foregoing, a Non-Employee Director can elect to defer all or any portion of his/her director compensation pursuant to the terms of the Towers Watson & Co. Voluntary Deferred Compensation Plan for Non-Employee Directors and in accordance with deferral procedures established by the Company, in which case shares of Common Stock issuable under RSUs (and under any associated Dividend Equivalent Rights) will be paid out at the time and in the manner provided for pursuant to such deferral.

7.Director Ownership Requirements.   Non-Employee Directors are required to accumulate shares of Common Stock at least equal to three times the annual cash retainer (i.e., $135,000), valued as of the last day of the Company’s fiscal year.  Each Non-Employee Director has three years from the date of appointment to achieve compliance with such ownership guidelines.  Until the ownership level is reached, Non-Employee Directors should not sell shares of Common Stock in excess of the amount needed to pay state and Federal taxes associated with the equity granted.  Once a Non-Employee Director accumulates sufficient shares to meet the $135,000 requirement, he/she is not required to retain shares of Common Stock.  If as a result of a stock price decline subsequent to a Non-Employee Director meeting the ownership requirements the Non-Employee Director does not satisfy the requirements as of the Company’s fiscal year-end, he/she is not required to “buy up” to a new number of shares needed to meet the ownership requirements.  However, he/she is required to retain the number of shares that originally were acquired to reach the share ownership threshold.

8.The Plan may be amended from time to time by the Board of Directors.

EX-10.2

Exhibit 10.2

Towers Watson & Co.

Voluntary Deferred Compensation Plan for Non-Employee Directors

1.Purpose

The purpose of the Towers Watson & Co. Voluntary Deferred Compensation Plan for Non-Employee Directors is to provide non-employee directors of Towers Watson & Co. with an opportunity to defer compensation from the Company.

2.Definitions

(a) “Change in Control” shall have the meaning set forth in the Towers Watson & Co. 2009 Long Term Incentive Plan (the “LTIP”).

(b)The term “Committee” shall mean the Compensation Committee of the Board of Directors of the Company.

(c)The “Company” shall mean Towers Watson & Co.

(d)The term “Compensation” shall mean cash-based or equity-based retainers, meeting fees, annual grants, initial grants and any other remuneration arising out of the Participant’s capacity as a non-employee director of the Company.

(e)The term “Deferred Compensation Account” shall mean a memorandum account established by the Company on its books.

(f)The term “Participant” shall mean a non-employee director of the Company.

(g)The term “Plan” shall mean this Towers Watson & Co. Voluntary Deferred Compensation Plan for Non-Employee Directors.

(h)“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations and other guidance issued by the Internal Revenue Service thereunder.

3.Administration

The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company.  The Compensation Committee shall have sole and complete authority to interpret the terms and provisions of the Plan and to delegate various administrative tasks to appropriate officers and employees of the Company.

4.Eligibility

Non-employee directors serving on the Company’s Board of Directors shall be eligible to participate in the Plan.

5.Election to Defer

(a)A Participant may elect in writing delivered to the Company to defer receipt of all or a specified portion of his/her Compensation.  Once received by the Company, an election to defer for a particular year may not be revoked except in the event the Participant experiences an unforeseeable emergency (as determined pursuant to Section 409A).

(b)The election must be made prior to the beginning of the calendar year to which the Compensation relates.  A new Participant in the Plan shall have 30 days following the date he/she first becomes eligible to participate to make an election with respect to Compensation to be earned for the balance of the calendar year.

(c)The period of deferral shall be until the Participant ceases to be a director of the Company.  Notwithstanding the foregoing, subject to Section 409A, all amounts deferred shall be distributed and paid out upon a Change in Control.

6.Establishment of Deferred Compensation Account

At the time of the Participant’s initial deferral pursuant to Paragraph 5, the Company shall establish a Deferred Compensation Account for such Participant on its books, which Deferred Compensation Account shall distinguish between deferrals of cash and deferrals of equity issuable under restricted stock units (RSUs) and associated dividend equivalent rights.  Deferred amounts shall be credited to the Participant’s Deferred Compensation Account at the time the

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Compensation would have been paid to the Participant if no deferral election were made.  Additions shall be credited to the Participant’s Deferred Compensation Account as provided in Paragraph 7, below.

7.Additions to Deferred Compensation Accounts

(a)As of the last day of each quarter, the balance in the deferred cash portion of a Participant’s Deferred Compensation Account at the beginning of that quarter shall be credited with interest using an interest factor equivalent to the prime rate of interest reported by the Company’s primary bank as of the beginning of such quarter.  No additions will be credited with respect to amounts credited in the deferred cash portion of a Participant’s Deferred Compensation Account that are paid out to the Participant prior to the last day of each quarter.

(b)Dividend equivalents will accrue on the deferred RSU portion of a Participant’s Deferred Compensation Account as of any dividend record date declared with respect to cash dividends on the Company’s common stock and will be credited to the deferred RSU portion of a Participant’s Deferred Compensation Account as of the dividend payment date.  Such accrual shall be calculated by multiplying the per share amount of the cash dividend by the number of RSUs credited to the deferred RSU portion of the Deferred Compensation Account on the record date for the cash dividend, dividing the result by the closing stock price of a share of the Company’s common stock on the date the cash dividend is paid, and rounding the result to the nearest 1/100th of a RSU as the case may be (with .005 being rounded upwards); provided that, if a Participant’s Deferred Compensation Account is reduced to zero in accordance with the Plan between the record date and the payment date for such cash dividend, then, in lieu of such adjustment to the Participant’s Deferred Compensation Account, the dividend equivalent amount with respect to such record date will be determined by multiplying the per share amount of the cash dividend by the portion of the Participant’s Deferred Compensation Account that is payable on the record date for the cash dividend and rounding the result to the nearest whole cent, which amount shall be paid to the Participant in cash on the dividend payment date.

8.Payment of Deferred Amount

(a)Except as otherwise provided in subparagraph (b) or (c) below, the deferred cash portion and the deferred RSU portion (to the extent then vested) of a Participant’s Deferred

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Compensation Account shall be paid to the Participant, or the Participant’s beneficiary in a lump sum, as soon as practical after the participant ceases to be a director of the Company.

In the event of the Participant’s death, payment of the balance in the deferred cash portion and the deferred RSU portion of the Participant’s Deferred Compensation Account shall be made in a lump sum to the Participant’s beneficiary designated by the Participant in writing and delivered to the Committee, or if none, to the Participant’s estate.

(b)A Participant shall receive the balance in the deferred cash portion and the deferred RSU portion of a Participant’s Deferred Compensation Account as soon as practical after the occurrence of a Change in Control of the Company.

(c)Anything contained in this Paragraph to the contrary notwithstanding, in the event a Participant incurs an unforeseeable emergency (as determined pursuant to Section 409A) as determined by the Committee in its sole discretion, the Committee, in its sole discretion and upon written application of such Participant, may direct the immediate payment of all or a portion of the then current value of the deferred cash portion and the deferred RSU portion (to the extent then vested) of such Participant’s Deferred Compensation Account.  Distributions because of an unforeseeable emergency shall be limited to the amount reasonably necessary to satisfy the Participant’s emergency need (which may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution).  In all events, a distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan.

(d)With respect to payment of the deferred RSU portion of a Participant’s Deferred Compensation Account, one share of the Company’s Class A common stock will be delivered in satisfaction of each RSU to be paid, after rounding any fractional RSU upwards to the nearest whole share.  Shares authorized for issuance pursuant to the LTIP shall be delivered in settlement of the deferred RSU portion of a Participant’s Deferred Compensation Account, except to the extent provided through another stockholder-approved equity compensation plan or an

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exemption from the equity compensation plan stockholder approval rules of the New York Stock Exchange. The deferred cash portion of a Participant’s Deferred Compensation Account will be paid in cash.

9.Participant Reports

The Company shall provide a statement to the Participant at least annually concerning the status of his/her Deferred Compensation Account.

10.Unfunded Obligation; Non-Transferability of Interests

All Deferred Compensation Accounts shall be merely bookkeeping entries and the Plan shall not be funded, and no trust, escrow or other provisions shall be established to secure payments due under the Plan.  Any assets which may be reserved to pay benefits hereunder shall be considered as general assets of the Company for use as it deems necessary and shall be subject to the claims of the Company’s creditors.  The rights and interests of a Participant shall be solely those of a general, unsecured creditor of the Company and such Participant’s rights and interests may not be anticipated, assigned, pledged, transferred or otherwise encumbered or disposed of except in the event of the death of the Participant, and then only by will or the laws of descent and distribution.

11.Amendment, Suspension and Termination

The Company by action of its Board of Directors may amend, suspend or terminate the Plan or any portion thereof in such manner and to such extent as it may deem advisable and in the best interests of the Company.  No amendment, suspension and termination shall alter or impair any Deferred Compensation Account without the consent of the Participant affected thereby.

12.Severability

If any provision of this Plan is declared to be invalid or unenforceable, such provision shall be severed from this Plan and the other provisions hereof shall remain in full force and effect.

13.Applicable Law

The Plan will be construed and enforced according to the laws of Delaware and all provisions of the Plan will be administered accordingly.

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14.Effective Date

Adopted and executed on behalf of Towers Watson & Co. pursuant to authorization of its Board of Directors on                         , 2010.

By:
	Secretary

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