STAMFORD,
CT & ARLINGTON, VA, June 28, 2009—Towers, Perrin, Forster &
Crosby, Inc. and Watson Wyatt Worldwide, Inc. (NYSE, NASDAQ: WW) today
announced that their respective Boards of Directors have unanimously
approved a definitive agreement under which Towers Perrin and Watson
Wyatt will combine in a merger of equals to form a new, publicly listed
company called Towers Watson & Co. Based on the closing price of
Watson Wyatt common stock on June 26, 2009, the implied equity value of
the transaction is approximately $3.5 billion. Watson Wyatt Chief
Executive Officer John Haley will serve the combined company as Chief
Executive Officer; Towers Perrin Chief Executive Officer Mark Mactas
will serve as President.

“The combination of
Towers Perrin and Watson Wyatt into Towers Watson will create one of
the world’s leading professional services firms, well positioned for
sustained growth and profitability across all geographies and business
segments,” said Mr. Haley. “The combination will further strengthen our
core service lines while offering our clients an enhanced portfolio of
proven offerings across a range of financial, risk and people
management areas. Towers Watson will have tremendous global reach and
service breadth to meet the growing needs of the world’s largest
multinational corporations. As we provide more value for our clients,
we in turn create value for our people and our shareholders.”

Mark
Mactas, Chief Executive Officer of Towers Perrin, said, “This is an
important transaction for our respective organizations that positions
us well for a future of accelerated growth and higher levels of
profitability. The fit between our firms is excellent, starting with a
deep commitment to client service and shared values of integrity,
professionalism and respect. Our service lines and geographic strengths
are also highly complementary, which creates great opportunities for
growth. We couldn’t be more excited about this combination, which will
change the landscape of our industry.”

Towers
Watson, which is expected to have annual revenues in excess of $3
billion, will benefit from the scale of the combined companies and
anticipates approximately $80 million in pretax annual synergies. While
significant savings are expected during the first two years following
completion of the transaction, it is anticipated that full realization
of synergies will take three years and cost approximately $80 million.
Towers Watson will also have significant non-cash expenses during the
first two years following completion of the transaction. The
transaction is expected to be accretive to diluted earnings per share
within three years following the consummation of the transaction.

Strategic & Financial Benefits of the Transaction

• 
  Strengthened Organizational Capabilities: Towers
  Watson will be stronger than the sum of its parts, positioned for
  industry leadership long into the future and a more effective
  competitor that can provide additional services to our existing and
  prospective clients.


• 
  Expanded Global Presence with Geographically Diverse Revenue Base:
  The combination will expand our global footprint to optimize service,
  global reach, and seamless delivery for our clients. Towers Watson will
  operate within four geographic regions: North America, EMEA (Europe,
  Middle East and Africa), Asia-Pacific, and Latin America.


• 
  Enhanced Products and Services:
  Towers Watson will focus its operations on three segments: Benefits,
  Talent and Rewards, and Risk and Financial Services. These will build
  on existing thought leadership and research, and will be supported by a
  more comprehensive set of services, from strategic advice to solutions
  and implementation.

We believe that these benefits will lead to:

• 
  Increased Growth and Revenue:
  For our shareholders, we expect to deliver economies of scale,
  diversification of our current businesses, and increased growth and
  investment potential.


• 
  Greater Depth of Talent for Our Clients: We expect to provide broader solutions and a deeper talent pool across a wider geographic footprint.


• 
  Greater Opportunities for Our People:
  For our people, there will be an expanded set of career opportunities,
  a stronger brand, greater access to resources, and a broader network of
  colleagues.


• 
  Increased Profitability through Operating Synergies: Towers
  Watson expects to have an annual earnings before interest, taxes,
  depreciation and amortization (“EBITDA”) margin of 17%+
  post-integration. We expect $80 million potential cost synergies on a
  year three run rate, with $80 million in expected one-time costs

Transaction Terms

Under
the terms of the agreement, Watson Wyatt shareholders will be entitled
to receive fifty percent of the combined company’s shares on a fully
diluted basis. Towers Watson shares issued to Watson Wyatt shareholders
in the merger will be freely tradable.

Towers
Perrin shareholders, who are all active employees of Towers Perrin,
plus a group of Towers Perrin employees to be designated to receive
certain equity incentive awards, will be entitled to receive fifty
percent of the combined company’s shares on a fully diluted basis.
Towers Watson shares issued to Towers Perrin shareholders will be
restricted shares that become freely tradable over a period of one to
four years.

Conference Call

The
companies will host a live webcast and conference call on Monday, June
29, 2009 beginning at 8:30 a.m. Eastern Time to discuss the
transaction. The webcast can be accessed via the Internet by going to
the Investor Relations section of www.watsonwyatt.com. A replay will be
available after the live call and may be accessed via either company’s
website at www.towersperrin.com or www.watsonwyatt.com.

Approvals and Time to Close

The
transaction is subject to approval by each company’s shareholders and
the satisfaction of customary closing conditions and regulatory review
and approvals, including competition reviews in the U.S. and other
countries. Subject to satisfaction of these conditions, the companies
anticipate a shareholder vote in the fourth quarter of 2009 and a
closing date as soon as possible thereafter.

Advisors

Goldman,
Sachs & Co. is acting as financial advisor and Milbank, Tweed,
Hadley & McCloy LLP is acting as legal advisor to Towers Perrin.
Banc of America Merrill Lynch Securities is acting as financial advisor
and Gibson, Dunn & Crutcher LLP is acting as legal advisor to
Watson Wyatt.

About Towers Perrin

Towers
Perrin is a global professional services firm that helps organizations
improve performance through effective people, risk and financial
management. The firm provides innovative solutions in the areas of
human capital strategy, program design and management, and in the areas
of risk and capital management, insurance and reinsurance intermediary
services, and actuarial consulting. Towers Perrin has 6,300 employees
located in 26 countries and is located on the Web at
www.towersperrin.com.

About Watson Wyatt

Watson
Wyatt (NYSE, NASDAQ: WW) is the trusted business partner to the world's
leading organizations on people and financial issues. The firm’s global
services include: managing the cost and effectiveness of employee
benefit programs; developing attraction, retention and reward
strategies; advising pension plan sponsors and other institutions on
optimal investment strategies; providing strategic and financial advice
to insurance and financial services companies; and delivering related
technology, outsourcing and data services. Watson Wyatt has 7,700
associates in 34 countries and is located on the Web at www.watsonwyatt.com.

Forward-Looking Statements

This
document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify
these statements and other forward-looking statements in this document
by words such as "may", "will", “would”, "expect", "anticipate",
"believe", "estimate", "plan", "intend", "continue", or similar words,
expressions or the negative of such terms or other comparable
terminology. These statements include, but are not limited to, the
benefits of the business combination transaction involving Towers
Perrin and Watson Wyatt, including the combined company’s future
financial and operating results, plans, objectives, expectations and
intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of
Towers Perrin’s and Watson Wyatt’s management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.

The
following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the ability to
obtain governmental approvals of the transaction on the proposed terms
and schedule; the failure of Towers Perrin shareholders and Watson
Wyatt stockholders to approve the transaction; the risk that the
businesses will not be integrated successfully; the risk that
anticipated cost savings and any other synergies from the transaction
may not be fully realized or may take longer to realize than expected;
the ability to recruit and retain qualified employees and to retain
client relationships; the combined company’s ability to make
acquisitions, on which its growth depends, and its ability to integrate
or manage such acquired businesses; and the risk that a significant or
prolonged economic downturn could have a material adverse effect on the
combined company’s business, financial condition and results of
operations

Additional risks and factors are
identified under "Risk Factors" in Watson Wyatt’s Annual Report on Form
10-K filed on August 15, 2008, which is on file with the SEC, and under
"Risk Factors" in the joint proxy statement/prospectus that will be
filed by the Jupiter Saturn Holding Company.

You
should not rely upon forward-looking statements as predictions of
future events because these statements are based on assumptions that
may not come true and are speculative by their nature. None of the
Jupiter Saturn Holding Company, Towers Perrin or Watson Wyatt
undertakes an obligation to update any of the forward-looking
information included in this document, whether as a result of new
information, future events, changed expectations or otherwise.

Where You Can Find Additional Information

This
press release was issued on June 28, 2009. Towers Perrin and Watson
Wyatt have formed a company, the Jupiter Saturn Holding Company (the
"Holding Company"), which will file a registration statement on Form
S-4 with the Securities and Exchange Commission (the "Commission") that
will contain a joint proxy statement/prospectus and other relevant
documents concerning the proposed transaction. YOU ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND THE
OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT TOWERS PERRIN, WATSON WYATT, THE
HOLDING COMPANY AND THE PROPOSED TRANSACTION. You will be able to
obtain the joint proxy statement/prospectus (when it becomes available)
and the other documents filed with the Commission free of charge at the
Commission’s website, www.sec.gov. In addition, you may obtain free
copies of the joint proxy statement/prospectus (when it becomes
available) and the other documents filed by Towers Perrin, Watson Wyatt
and the Holding Company with the Commission by requesting them in
writing from Towers Perrin, One Stamford Plaza, 263 Tresser Boulevard,
Stamford, CT. 06901-3225, Attention: Marketing, or by telephone at
203-326-5400, or from Watson Wyatt, 901 N. Glebe Rd., Arlington, VA.
22203, Attention: Investor Relations, or by telephone at 703-258-8000.

Towers
Perrin, Watson Wyatt, the Holding Company and their respective
directors and executive officers may be deemed under the rules of the
Commission to be participants in the solicitation of proxies from the
stockholders of Watson Wyatt. A list of the names of those directors
and executive officers and descriptions of their interests in Towers
Perrin, Watson Wyatt and the Holding Company will be contained in the
joint proxy statement/prospectus which will be filed by the Holding
Company with the Commission. Stockholders may obtain additional
information about the interests of the directors and executive officers
in the proposed transaction by reading the joint proxy
statement/prospectus when it becomes available.

Source: Towers Perrin and Watson Wyatt