Exhibit 10.2

17 December 2007                                Telephone    020 7488 8111
                                                Fax          020 7488 8882
                                                Website      www.willis.com

                                                Direct Line  020 7860 9327
                                                Direct Fax   020 7481 7132
                                                E-mail       sztukas@willis.com

PRIVATE & CONFIDENTIAL
- ----------------------
Tim Wright
5 Nassington Road
Hampstead
London NW3 2TX




Dear Mr. Wright,

REVISED LETTER

Further to recent  discussions,  I am very  pleased to offer you the position of
Group Chief Operating Officer,  reporting to Grahame Millwater (or his successor
in his role or the Group  Chairman & CEO),  within the Global  Group  Management
Division of Willis Limited.

Upon  joining,  you will be  appointed  as a  member  of the  Group's  Executive
Committee.

In addition to the main terms and conditions  contained in the enclosed Contract
of Employment, the following will apply:

     1)   Your annual  salary will be  (pound)405,000  paid  monthly in arrears.
          Your salary will be reviewed  annually and any increase to your salary
          will be effective when annual adjustments are normally  processed,  in
          accordance with the Group's  Compensation  Review process.  Currently,
          the Group's common review date is 1 April.

     2)   Your job grade will be 14.

     3)   You will be eligible to  participate  in the Willis  Annual  Incentive
          Plan (AIP).

          The AIP is designed to drive and energize Group and Business Unit EBIT
          performance to meet/exceed  business targets, so that bonus pools will
          only be generated once the prior year's EBIT  performance has been met
          and exceeded. The AIP Plan Year is defined as the Company's referenced
          fiscal year, that being 1 January to 31 December.

          The Group  reserves  the right to pay a portion  of any AIP bonus in a
          long term incentive  instrument,  such as restricted stock or options,
          at the time bonuses are distributed.





                                           Willis Group Services Ltd
                                           Ten Trinity Square
                                           London
                                           EC3P 3AX

                                           Registered office Ten Trinity Square,
                                           London EC3P 3AX. Registered number
                                           1451456 England and Wales.




     As a  participant  in the AIP,  there is no  guarantee  of a bonus  (unless
     otherwise  stated for specific  Plan  years).  Any bonus award will only be
     made if you are employed by Willis at the time the bonus awards are due for
     payment,  typically the first quarter  following the Plan Year. Please note
     that if you have joined part way through a Plan Year then any award will be
     pro-rated to reflect your service in the Plan Year and all bonus  decisions
     are made at the discretion of the Group.

     Under the 2008 Annual Incentive Plan, you will receive a guaranteed minimum
     bonus award of  (pound)600,000,  payable  fully in cash on 1 April 2009. In
     addition,  under the 2009 Annual  Incentive  Plan,  you will be entitled to
     receive a guaranteed  minimum bonus award of  (pound)400,000,  payable on 1
     April 2010.

     For the 2008 and 2009 AIP bonus  awards  (payable  respectively  on 1 April
     2009 and 1 April  2010),  the minimum  amounts will be paid to you in full,
     provided  you are  employed by the  Company at the time of payment.  In all
     events  other  than  those of gross  misconduct,  you will be  eligible  to
     receive  a  pro-rata  portion  of the  bonus  award  for the  time you were
     actively employed by the Company.

4)   Willis  Partners  Portfolio Plan: You will be granted an option two hundred
     thousand  (200,000) shares of common stock of Willis Group Holdings Limited
     ("Shares") in accordance with the Willis Partners  Portfolio Plan ("WPPP"),
     a share programme of the Amended and Restated Willis Group Holdings Limited
     2001 Share  Purchased and Option Plan (the "Plan"),  as may be amended from
     time to time.

     The option  will be  granted  on the first date that  members of the Willis
     Group  Executive  Committee  are able to deal in the Company's  Shares,  in
     accordance  with  the  Company  Policy  for  Dealing  in  Securities  on or
     following  your  date  of  employment  ("Grant  Date").  The  option  price
     applicable  will be equal to the closing  market price of the Shares on the
     New York Stock Exchange on that day.

     As long as you continue to be employed by the Company, the option will vest
     and become exercisable,  twenty-five percent (25%) per year over a four (4)
     year period beginning on the first  anniversary of the Grant Date. In other
     words, 25% will be vested after a year's  employment,  50% after two years,
     75% after three years and 100% after four years' of continuous employment.

     You will receive  further  details of the WPPP and Plan including an Option
     Acceptance  Form which you will need to complete  to accept the grant.  You
     must complete the Option  Acceptance Form within thirty (30) days after you
     receive the documentation, or the option may lapse.

5)   The Company  agrees to direct any  contributions  to which you would become
     entitled to receive under the Willis  Stakeholder  Pension Scheme into your
     personal  SIPP.  For purposes of this  arrangement,  the Company  agrees to
     contribute an amount equal to ten (10) percent of your gross annual salary,
     capped at the Schemes Earnings Cap of (pound)112,800.  Please note that the
     Schemes  Earnings  Cap is  reviewed  on an annual  basis in April,  and any
     adjustments  to the Cap would be made to the  contributions  the Company is
     making on your behalf. Additionally, the Company will also direct an amount
     of money equal to the standard car  allowance at a Grade 14 level into your
     personal SIPP. At present,  this amount is equal to (pound)7,332 per annum.
     All contributions will be directed to your SIPP on a monthly basis in equal
     installments,  provided you have put forward details as to where the monies
     should be directed.



     For your  information,  details of the pension and life assurance  benefits
     that the Scheme  will  provide  will be sent to you under  separate  cover.
     While all Associates are automatically enrolled in the Scheme upon joining,
     the Company  will opt you out of the  Scheme.  Please note that the Company
     will ensure that you are enrolled in a life assurance benefit at the levels
     to which you would  normally  be  entitled if you were not opted out of the
     Scheme. If you have any queries, please contact the Willis Pensions Team on
     01473 223836 or email pensions@willis.com.

     Please note, your salary exceeds the Scheme Earnings Cap of (pound)112,800.
     Contributions  and your life  assurance  benefit  will be  calculated  with
     reference to the Scheme Earnings Cap.

6)   You will be eligible to join the Willis Group  Medical Plan which  provides
     single cover  (Silver) for all  Associates  who opt to join the Plan.  This
     will constitute a taxable benefit.

     You will also have the  option to buy  increased  cover to  include  family
     members and/or increase the benefit level. Further details are enclosed.

     Please  complete the  Registration  Form for the level of cover you require
     and return to me. Cover will  commence when you receive  confirmation  from
     the Plan Administrators.

     If you do not join the Plan within one month of commencing  employment your
     next opportunity to join will be at renewal.

7)   After two years service at grade 14 or above,  you will be required to have
     the first of your biennial medical  examinations at the Company's  expense.
     Our Occupational Health Department will contact you when this becomes due.

8)   When you join Willis you may have an immediate salary advance to purchase a
     quarterly  season ticket for travel  between the office and your home.  The
     amount  advanced to you will be deducted in three equal  payments from your
     salary.  Please complete the enclosed  application form and hand to your HR
     contact on your  first day to enable us to issue you with a travel  warrant
     which you use to purchase your season ticket at the relevant ticket office.
     After 3 month's service you may apply for an annual season ticket advance.

     If you wish  arrangements to be made to take over an existing season ticket
     balance from your current  employer,  please  provide  telephone and postal
     details  of the  relevant  contact,  together  with  details  of the  total
     outstanding   balance.   You  will  also  need  to  complete  the  enclosed
     application form to authorize deductions from your salary.

9)   When you join Willis,  you will be eligible to join the  Childcare  Voucher
     Scheme  within your first month of  employment  with  Willis.  Your voucher
     start date will  commence  from the 1st of the month  following the date of
     joining the scheme.

     Further  details  of the  scheme  can be  found in the  enclosed  Childcare
     Voucher Scheme  information  sheet. If you wish to join the scheme,  please
     complete the enclosed Registration Form and return to me.

     Please  note if you do not join the scheme  within one month of  commencing
     employment your next opportunity to join will be at renewal.

10)  In order to provide a healthy working environment, smoking is prohibited in
     all UK offices.

This offer and your employment are subject to:

     a.   Your  acceptance  of the  conditions  contained  in this  letter,  the
          enclosed Contract of Employment and the Associate Handbook Summary.

     b.   You providing the Company with evidence of your entitlement to work in
          the  UK.  The  evidence  required  is  your  valid  passport  and  any
          supporting  documentation  you may have. The Company is required under
          the Immigration Act to see and photocopy this documentation before you
          commence work.

     c.   Receipt of  references  satisfactory  to the Company.  As agreed,  the
          Company is satisfied that the formal process against this  requirement
          is unnecessary given the current relationship in place.

     d.   Receipt of medical  details  which are  satisfactory  to the  Company.
          Please complete the enclosed  Medical  Questionnaire  and return it to
          the Occupational  Health  Department,  London in the stamped addressed
          envelope provided.

     e.   You providing  the Company with evidence of all relevant  professional
          qualifications  and the highest academic  qualification  that you have
          quoted on your  application  form,  in your CV or verbally  during the
          selection  process.  It is  group  policy  and a  requirement  of  our
          regulatory  body  that we obtain  evidence  of your  competence  to be
          employed in the  capacity  offered,  for this  reason,  we reserve the
          right to invoke the Disciplinary  Procedure if you do not fulfill this
          requirement.  The Company  agrees to obtain  these on your behalf upon
          receipt of the appropriate details pertaining to your degree(s).

     f.   All  representations,  whether  oral or in  writing,  made by you when
          applying for this position about your  qualifications,  experience and
          other material matters being true and correct.

     g.   You not having  deliberately  failed to  disclose  any matter that may
          have influenced the Company's decision to employ you.

     h.   You passing the Lloyds and London  Market  Introductory  Test,  if you
          have not  already  done so,  within  15  months  of the  start of your
          employment with Willis. We reserve the right to invoke the Performance
          Improvement  process if you do not fulfill this  requirement.  We will
          allow you reasonable time off to study for an complete the test

     i.   You passing the Insurance Essentials Training within six months of the
          start of your employment  with Willis.  Please note that this training
          is Willis specific and must be completed by all  associates.  You will
          be provided with appropriate  support to achieve this, and the Company
          reserves the right to invoke the Performance  Improvement Procedure if
          you do not fulfill this requirement.

          Insurance   Essentials  is  an  e-learning  training  programme  which
          develops and tests your basic knowledge of the Insurance  Industry and
          environment  in which  we  operate.  It is  comprised  of a number  of
          modules and lasts  approximately four hours, and forms a major part of
          our regulatory  requirements to constantly  maintain the competence of
          our Associates.

     j.   You will also be  required  to attend a full  pre-employment  medical.
          Therefore, I should be grateful if you would contact Rood Lane Medical
          Centre on 0207 377 4646 to arrange a convenient appointment. Would you
          please  ensure  that  your  pre-employment  Medical  Questionnaire  is
          returned  to our  Occupational  Health  Department  at least  two days
          before contacting Rood Lane.



Please note it is Willis Group  policy that all  prospective  and new  employees
fully observe their duties and  obligations  to prior  employers and other third
parties under contracts of employment  and/or other  agreements.  In particular,
Willis  does not condone  the  removal,  copying or  retaining  of  confidential
information  of  any  former  employer  and  any  such  conduct  may  result  in
disciplinary  action.  Willis also  expects  prospective  and new  employees  to
observe valid  restrictive  covenants whilst they remain in effect.  If you have
any concerns or doubts as to your  obligations,  please contact the Willis HR or
Legal Departments.

I hope that you will  accept this offer of  employment  and would be grateful if
you could sign and return both copies of the  Contract  of  Employment  to me as
soon as possible,  including a note of your National  Insurance  Number.  At the
same time would you please also  complete  and return the  enclosed  application
form.  Due to the nature of our  induction  programme  (details of which will be
provided in due course),  we request that you commence  employment  with us on a
Monday and we would be grateful if you could confirm the exact date on which you
can join us.

Please note, this offer remains valid for 30 working days from the date of issue
of this letter. If you are unable to respond within this period,  please contact
me to  discuss  any  appropriate  extension.  One copy of the  Contract  will be
returned to you for your own records.

In the event of any discrepancies between this offer letter and your Contract of
Employment or any other documentation  related to your employment (including but
not limited to WPPP), this offer letter will prevail.


If you have any queries  regarding the offer,  please do not hesitate to contact
me on the above direct line.

I hope you enjoy working with us.

Yours sincerely,




Susan Andrea Sztuka
Group HR Director
Human Resources
- ---------------




                                                                          Willis


REVISED

Contract of Employment

Private and Confidential













Contract of Employment

The  information  contained  in this  document  includes  the  requirement  of a
statement of the terms and conditions of your  employment in accordance with the
Employment Rights Act 1996.

This agreement is made on 17 December 2007 and is between


Name                            Tim Wright

and

Company                         Willis Limited


The main terms and conditions of your employment are set out below.  For further
details of these and other matters  including our Ethical Code,  please refer to
the Global Policy manual and the Associate Handbook. For the avoidance of doubt,
the terms set out in this Contract of Employment take precedence over the Global
Policy Manual and the Associate  Handbook and offer letter.  The contents of the
Associate Handbook and Global Policy Manual do not form part of your Contract of
Employment,  but are  indicative of Company  Policy and  Procedure.  The Company
reserves the right to vary these Policies and Procedures from time to time.


Date this           1 September 2008
Employment Begins:

Date Continuous     1 September 2008
Employment Begins:

                    Employment  prior to this  date with any  previous  employer
                    does not count as part of your  continuous  employment  with
                    the Company.  This date is not  necessarily the date used to
                    determine your entitlement to certain benefits.

Current Job Title:  Group Chief Operating Officer

                    You may be  transferred  to any other job in the Group which
                    in the reasonable  opinion of the Company would be suitable,
                    on terms and  conditions no less  favourable  than those set
                    out in this  document.  It is not  envisaged  that  any such
                    transfer  will  affect  your  status  as  a  member  of  the
                    Executive Committee.

Location:           51 Lime Street, London

                    You may be  transferred  to any other  office in the  Group.
                    Your  agreement to such a transfer  will be sought unless in
                    the reasonable opinion of the Company, the transfer does not
                    necessitate  you  having  to  move  home  address.

Salary:             (pound)405,000 per annum

                    Your  salary  will be paid  monthly  in  arrears  by  direct
                    transfer to your bank account.  Your salary will be reviewed
                    annually.

Hours of Work:      Your  normal  hours of work are 35 hours per  week,  09:30 -
                    17:30,  Monday to Friday  each  week (but  excluding  public
                    holidays) or as agreed  locally by  Management  and/or local
                    practice.

                    Unless otherwise agreed,  these hours shall include one hour
                    for lunch to be taken at a time agreed with your  Manager or
                    Director.



                    You  will be  expected  to work  such  additional  hours  as
                    necessary to meet the demands of the business.  You may also
                    be  required to vary the  pattern of your  working  hours as
                    necessitated  by  changing   commercial  needs,  if  in  the
                    reasonable  opinion of the Company it is practicable for you
                    to comply.  Any  additional  hours worked are subject to the
                    provisions  of the  Working  Time  Regulations  1998 and any
                    amendment(s) to the Regulations thereof.


Employment          During your working  hours you must devote the whole of your
Obligations:        time,  attention  and ability to the business of the Company
                    and at all times you must  promote the  interest and general
                    welfare of the Group.

                    Whilst  this  Contract  is in  force  you may not  take  any
                    outside  employment or engage in any business  without prior
                    written agreement of your Partners Group Member nor may your
                    additional  employment  render  your total  working  time in
                    breach of the Working Time Regulations.

                    You are not permitted to engage in any activity, which might
                    interfere  with the  performance  of your  duties or cause a
                    conflict of interest,  other than with written permission of
                    your line manager.

Duty of Confidence: During and after the  termination  of this Contract you must
                    keep with inviolable secrecy and may not use for any purpose
                    nor reveal to anyone (other than those whose  province it is
                    to know the same) any  secret  or  confidential  information
                    entrusted to or  discovered by you. This includes but is not
                    limited to information  concerning  the Company's  business,
                    operations, products, markets, trade secrets, technical know
                    how, product  formulations or techniques,  names or lists of
                    employees,   Clients  or   Prospective   Clients  and  their
                    insurance  or  commercial   affairs  or  any  other  matters
                    pertaining to them and revealed to you in the course of your
                    employment  which has not come into the public domain.  This
                    duty applies without time limit.

                    For further guidance, the provisions concerning Confidential
                    Information are set out in full in the Global Policy Manual.

Copyright,          You  must  promptly  disclose  to  the  Company  all  ideas,
Inventions          concepts,   works,   methods,   discoveries,   improvements,
and Patents         inventions  or designs  which you  create or produce  either
                    alone or with  others  (except  those  created  or  produced
                    wholly outside  working hours which are totally  unconnected
                    with your employment)  ("the Works").  All and any rights of
                    whatever nature in each such Work shall belong absolutely to
                    the  Company  and you  shall  hold the same in trust for the
                    Company  until such  proprietary  rights  shall be fully and
                    absolutely  vested  in the  Company.  The  Company  shall be
                    entitled to make such  modifications  or  adaptations  to or
                    from any of the Works as it shall in its absolute discretion
                    determine.



                    You hereby  assign to the Company with full title  guarantee
                    by way of  assignment  all  present  and  future  copyright,
                    database  rights,   design  rights  (whether  registered  or
                    unregistered) and other proprietary  rights (if any) and all
                    rights of action for damages for infringement of such rights
                    for the full term thereof and any  renewals  and  extensions
                    thereof  throughout the world and you hereby waive in favour
                    of the Company all moral rights  conferred on you by chapter
                    4 of part 1 of the Copyright Designs and Patents Act 1988 in
                    relation  to any of the Works and at the request and expense
                    of the  Company  you shall do all  things  and  execute  all
                    documents  necessary or desirable to substantiate the rights
                    of the Company in the Works.

Other Obligations:  If you are in grade 9 or above,  and/or personally deal with
                    any  Client  or  Prospective  Client  in the  course of your
                    duties,  you shall not without the prior written  consent of
                    the Company for a period of 12 months after the  termination
                    of  your   employment,   other  than   after  the   wrongful
                    termination  of your  employment by the Company,  whether on
                    behalf of yourself or any other  person,  firm or company in
                    competition  with the  Company  or the  Group,  directly  or
                    indirectly:

                    (i) solicit Business from; or

                    (ii) seek to procure orders from; or

                    (iii) transact or handle Business or otherwise deal with; or

                    (iv)  approach,  canvass or entice  away from the Group the
                    Business of

                    any  Client of the Group with whom you have  personally  and
                    materially  dealt in the  course of your  duties at any time
                    during  the 12  months  prior  to the  termination  of  your
                    employment.  The period of this restriction shall be reduced
                    after the date  your  employment  ends by a period  equal in
                    length to any period of lawful  suspension  from your duties
                    or  exclusion  from any  premises of the Company  during any
                    period of notice.

                    The  restrictions  set out in sub  paragraphs  (i) and  (ii)
                    above shall apply as if the  references to the  "Prospective
                    Client" were substituted for references to the "Client".

                    If you are in grade 9 or  above,  you shall not for a period
                    of 6 months after the lawful  termination of your employment
                    directly or indirectly induce or seek to induce any employee
                    of the Group  with  whom you have  directly  and  materially
                    worked in the 12 months  preceding the  termination  of your
                    employment  (excepting a clerical and secretarial  employee)
                    to leave its employment where the departure of that employee
                    (whether alone or in conjunction with the departure of other
                    employees  who are members of a team in which you  performed




                    duties)  would do  material  harm to the Group and where the
                    departure  is  intended  for the  benefit of you or your new
                    employer or any other organisation carrying on a business in
                    competition with the Group.

                    Each  of the  above  restrictions  constitutes  an  entirely
                    separate  and  distinct   covenant  and  the  invalidity  or
                    unenforceability  of any such Covenant  shall not affect the
                    validity or enforceability of the remaining covenants.

                    The details of all your  obligations  are  contained  in the
                    Global  Policy  Manual and the  Associate  Handbook  and the
                    terms herein should be read in conjunction with those in the
                    Global Policy Manual and Associate Handbook.


Pension Scheme:     The Company agrees to direct any  contributions to which you
                    would   become   entitled   to  receive   under  the  Willis
                    Stakeholder  Pension  Scheme into your  personal  SIPP.  For
                    purposes  of  this   arrangement,   the  Company  agrees  to
                    contribute an amount equal to ten (10) percent of your gross
                    annual  salary,  capped  at  the  Schemes  Earnings  Cap  of
                    (pound)112,800. Please note that the Schemes Earnings Cap is
                    reviewed on an annual basis in April, and any adjustments to
                    the Cap would be made to the  contributions  the  Company is
                    making on your behalf.  Additionally,  the Company will also
                    direct  an  amount  of  money  equal  to  the  standard  car
                    allowance at a Grade 14 level into your  personal  SIPP.  At
                    present, this amount is equal to (pound)7,332 per annum. All
                    contributions  will be  directed  to your  SIPP on a monthly
                    basis, provided you have put forward details as to where the
                    monies should be directed.

                    Willis will hold  certain  personal  data about you (see the
                    section  entitled  `Data  Protection')  including your name,
                    address  and date of birth and other  information  needed to
                    assist in the smooth  running of the scheme.  In  accordance
                    with  Willis'  requirements  under the Data  Protection  Act
                    1998, this  information will only be available to Willis and
                    the  provider  of the scheme  (currently  Friends  Provident
                    plc).  It will only be used by them to calculate and provide
                    benefits and for the efficient running of the scheme.

Absence from Work:  Your  entitlement  to  payments  whilst you are absent  from
                    work,  and the  procedure  that you should follow if you are
                    unable to attend the office for any reason are  contained in
                    the Associate  Handbook.

Medical             The Company reserves the right to require you at any time to
Examination:        submit yourself for examination by a doctor appointed by the
                    Company at the Company's  expense.  Additionally,  after two
                    years service at grade 14 or above,  you will be required to
                    have the first of your biennial medical  examinations at the
                    Company's expense.  Our Occupational  Health Department will
                    contact you when this becomes due.

Holidays:           Grades 1 - 8 inclusive        23 days per annum




                    Grade 9 and above             25 days per annum (excluding
                    bank and public holidays)

                    The holiday year runs from 1 January to 31 December. Holiday
                    entitlement  increases by 1 day for every  year's  completed
                    service at the  previous  31  December up to a maximum of 25
                    days.  Please refer to the  Associate  Handbook for your pro
                    rata entitlement in year of joining and of leaving.  Payment
                    will be made for Public Holidays.

                    For part-time staff,  holiday entitlement and entitlement to
                    payment for Public Holidays, is pro-rata, as outlined in the
                    Associate Handbook.

Employee Benefits:  The Details and  eligibility  rules of Employee  Benefits to
                    which you may be entitled  are  contained  in the  Associate
                    Handbook.

Termination of      a) You may  terminate  your  employment  by  giving  written
Employment:            notice as follows:

                    Grades 1 - 8 inclusive

                    Up to 4 weeks continuous service             - 1 week
                    Over 4 weeks continuous service              - 4 weeks

                    Grades 9 - 11 inclusive                      - 3 months

                    Grades 12 and above                          - 6 months

                    b)    If your employment is terminated by the
                          Company you will receive written notice
                          as follows:

                    Grades 1 - 8 inclusive

                    Up to 4 weeks continuous service             - 1 week
                    Up to 4 years continuous service             - 4 weeks
                    From 5 to 12 years continuous service        - 1 week for
                                                                   each year of
                                                                   completed
                                                                   service
                    Over 12 years continuous service             - 12 weeks

                    Grades 9 - 11 inclusive                      - 3 months

                    Grades 12 and above                          - 6 months

                    c)   This  agreement  will  automatically  terminate on your
                         65th  birthday.  This does not  affect  your  statutory
                         rights under the Employment  Equality (Age) Regulations
                         2006.

                    d)   The  Company  shall not be obliged to provide  you with




                         work at any time  after the  notice of  termination  is
                         given  by  either  party  and  the  Company  may in its
                         absolute  discretion  take one or more of the following
                         steps in respect of all or part of the unexpired period
                         of notice  (provided that this shall not amount to more
                         than 6 months if the notice period is longer):

                        i)   require  you to  comply  with  such  conditions  as
                             the Company  may  specify  in  relation  to
                             attending  or remaining  away  from  the  place  of
                             business  of the Company, should you be required to
                             remain away from the office  you will be  required
                             to take any  outstanding holiday  during  this
                             period  of lawful suspension, agreeing the days in
                             advance with management;

                        ii)  Assign you to such other  duties as the Company
                             shall in its absolute discretion  determine
                             consistent  with your status and standing in the
                             Company;

                        iii) Withdraw any powers  invested in you or suspend or
                             vary   any   duties   or responsibilities assigned
                             to  you consistent   with   your   status   and
                             standing in the Company.

                    e)   On termination of the Contract for whatever  reason you
                         must  return to the  Company  all  reports,  documents,
                         computer   disks,   working   papers   and  any   other
                         information  (in whatever  form) received in the course
                         of  your  employment.   In  addition  all  other  Group
                         property must be returned.

Company Procedures: The Associate  Handbook and the Global Policy Manual contain
                    details of the Company  Procedures  affecting your terms and
                    conditions of  employment,  including our Ethical Code,  the
                    Equal   Opportunities   Policy,   Performance   Improvement,
                    Disciplinary,  Appeals and Grievance procedures which should
                    be read in conjunction with your Contract of Employment.

                    These  documents are  available in electronic  format on the
                    Company's  intranet  site.  It  is  your  responsibility  to
                    familiarise  yourself  with  these  documents,  and to  note
                    amendments of which you will be advised from time to time.

                    You are specifically  advised that it is your responsibility
                    to comply with the Company's policies, rules and procedures,
                    including those contained within the Willis Excellence Model
                    and other compliance documents, as varied or supplemented by
                    it from time to time.  Failure to comply with the  Company's
                    policies,  rules  and  procedures  will  be  a  disciplinary
                    offence and be dealt with in  accordance  with the Company's
                    disciplinary procedures.

Regulatory          You are  required  to comply with all  reasonable  requests,
Requirements:       instructions   and   regulations   (whether   statutory   or
                    otherwise)  which apply to your employment from time to time
                    including  any relevant  requirements  of the FSA and/or any
                    other  relevant  regulator.  It is  your  responsibility  to




                    familiarise   yourself   with  all  such   regulations   and
                    requirements as made available to you by the Company.

                    It is a condition of your  employment  that you  demonstrate
                    and maintain  competence for the role you carry out, through
                    the initial  completion  and passing of relevant  modules of
                    Insurance Essentials, and of any other training packages and
                    tests   introduced   by  the  Company   from  time  to  time
                    thereafter.  In the event of you  failing  to  maintain  and
                    demonstrate competence for your role the Company will follow
                    the Performance Improvement Procedure.

Data  Protection:   In order to meet  statutory  requirements,  the Company,  as
                    your  employer,  is required to collect,  process and retain
                    information,  which the Data  Protection Act 1998 defines as
                    sensitive  personal  data.  By signing this Contract you are
                    expressly agreeing to the Company collecting, processing and
                    retaining the following information relating to:

                    a)   Ethnic origin - to ensure equality of opportunity;
                    b)   Physical  or mental  health or  condition  - as part of
                         sickness records;
                    c)   Disabilities   -  to  facilitate   adaptations  in  the
                         workplace; and
                    d)   Criminal    convictions    -   to   comply   with   the
                         Rehabilitation of Offenders Act.

                    This  information,  which  will be held  securely  by  Human
                    Resources  and,  where   applicable,   Occupational   Health
                    departments,  is processed in accordance with the principles
                    set out in the Data  Protection  Act.  You have the right to
                    inspect  such   information   and,  if  necessary,   require
                    corrections to be made if the information  held about you is
                    inaccurate.   Should  you  wish  to  inspect  or  amend  any
                    sensitive  personal data held about you, then please contact
                    Human Resources.

                    The Company has an integrated Global Payroll and HR database
                    the server for which is located in the US. By accepting this
                    contract  you agree  that the  Company  may  input  relevant
                    personnel  records  into  these  databases,  which  will  be
                    transferred to the US for  processing.  The US does not have
                    equivalent data protection law to that of the UK, however it
                    is the  Company's  policy  to  maintain  the  same  rigorous
                    standards with regard to the processing of data in the US as
                    in the UK.

Collective          There are no collective agreements in force that will affect
Agreements:         your employment with the Group.


This Agreement  (comprising  this contract of employment  and  associated  offer
letter)  supersedes  any  existing  or prior  arrangements  between  you and the
Company or any subsidiary or associated Company of Willis Limited.  In the event
of differing terms, the offer letter will prevail.




Definitions:

For the purposes of this contract the following definitions shall apply:

"Group" means the Company and any holding company or subsidiaries of the Company
or any such holding company from time to time.

"Client" means any person,  firm,  company or other organisation who or which as
at the date your employment terminates or at any time during the 12 months prior
to that date:

i)   gives or is in the habit of giving  instructions  directly  or  through  an
     Intermediary  to the Company or any other  company in the Group  concerning
     the Business; or
ii)  is supplied or is in the habit of being supplied directly by the Company or
     any  company  in the  Group or  indirectly  through  an  Intermediary  with
     services relating to the Business; or
iii) is an insured or reassured or an  Intermediary  having  influence  over the
     introduction  or  facilitation or securing of the Business with the Company
     or any other company in the Group.

"Business"  means the  business  of a type  carried on by the  Company or by any
other company in the Group at the date your employment terminates, including but
not limited to the placing or broking of insurance or reinsurance world-wide and
ancillary services,  the provision of risk management or risk transfer advice or
due diligence on mergers and acquisitions.

"Intermediary"  means any person,  firm or company by or through or with whom or
which the Business is introduced  and/or  facilitated on behalf of an insured or
reassured  whether or not such  intermediary  derives any financial benefit from
the arrangement.

"Prospective  Client"  means any  person,  firm,  company or other  organisation
engaged in substantive  negotiations (which have not yet finally been concluded)
with the Company or with any other  company in the Group in the 12 month  period
up to the date your  employment  terminates  for the supply of  services  by the
Company or any other company in the Group in relation to the Business.

"Global  Policy  Manual" means the Willis Group  Holdings  Limited Global Policy
Manual.

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Signed for and on behalf
of the Company:



I have read and understood  the Terms and  Conditions  stated in the Contract of
Employment document and I confirm my acceptance of them.


Signed:

Date:

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