EMPLOYMENT AGREEMENT

1.              Recitals; Employment; Position .  The Recitals set forth above constitute operative provisions hereof and are deemed incorporated in the operative text of this Agreement. Employer hereby agrees to continue to employ Employee in the position of “President” and Employee hereby agrees to continue to serve as an employee and to act in such capacity for Employer, all in accordance with and subject to the terms and conditions of this Agreement. The period from the Effective Date through December 31, 2009 shall be referred to herein as the “ First Period ” and the period from January 1, 2010 through December 31, 2010 shall be referred to herein as the “ Second Period .”

2.              Responsibilities and Place of Performance .  Employee shall report to and be subject to the direction of Donald Bailey, in his capacity as “Chairman and CEO” of Employer (the “ Reporting Person ”, and in the event Mr. Bailey for any reason ceases to be “Chairman and CEO” of Employer, the Reporting Person will be understood to refer to any person who may be the successor to Donald Bailey in the position of “Chairman and CEO” of Employer).  Employee shall perform and discharge such duties and responsibilities as the Reporting Person may from time to time reasonably assign to Employee, consistent with Employee’s title and position.  Subject to the foregoing, Employee understands and acknowledges that such duties shall be subject to revision and modification from time to time by the Reporting Person.  In addition to his responsibilities as President of Employer, Employee shall serve as a member of that group of senior executives who are recognized by Employer and its parent companies as the “Executive Committee” within Willis Group (for purposes hereof, “ Willis Group ” refers to Employer and its affiliated companies).  Employee shall devote Employee’s full business time, attention, skill and best efforts to the faithful performance of Employee’s duties herein, and shall perform the duties and carry out the responsibilities assigned to Employee in a diligent, trustworthy and businesslike manner for the purpose of advancing Employer’s legitimate business interests. Employee agrees that while employed by Employer, Employee will not engage in any outside business activities that conflict with his obligations under this Agreement.  As further described in paragraph 3.f. below, the principal places where such services are to be performed are New York, New York and Richmond, Virginia; provided, however , that Employee agrees to travel to other offices of Employer and its clients as may be reasonably necessary or customary to perform his duties.

3.              Compensation and Benefits .

a. Base Salary .  Employer shall pay to Employee a base salary at the rate of $45,833.33 per month, which is equivalent to $550,000 per year, less all applicable withholdings (the “ Base Salary ”).  The Base Salary will be distributed in accordance with the customary payroll practices of Employer.  While this Agreement is in effect, the Base Salary shall be subject to annual review and may be modified (but not decreased, unless otherwise mutually agreed by the parties) in accordance with Employer’s normal compensation and benefits administration procedures.

b. Annual Incentive Plan .  With respect to each calendar year ending while Employee is employed (ending with the calendar year ending on December 31, 2010), Employee will participate in Employer’s Annual Incentive Plan, as amended from time to time (the “ AIP ”) under which Employee will be eligible to receive an annual bonus payment (the “ Annual Bonus ”) on the same basis and terms and conditions (except as provided in this Agreement) as other members of the Executive Committee who are regularly employed and reside within the

2

United States are eligible to receive an annual bonus.  The actual amount of any Annual Bonus awarded to Employee under the AIP shall rest in the discretion of Employer; provided that Employee’s Annual Bonus (i) may be made, in whole or in part, in the form of (A) an equity award (including, but not limited to, restricted stock units of Willis Group Holdings Limited common stock — any and or all of which may be a form of deferred compensation and/or subject to a vesting schedule, as such terms will be described in the equity award agreement) and/or (B) a cash payment that is subject to a repayment obligation under such circumstances as Employer may specify, which equity award and cash payment shall in all events be structured and documented in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) or an exception thereunder and shall be consistent with the terms of this Agreement, and (ii) shall be determined on a basis, and except as otherwise provided in this Agreement, have terms and conditions (including the ratio of cash to equity awards and the terms of any cash and/or equity awards), that are no less favorable than the annual bonus determination, and terms and conditions, applicable to other members of the Executive Committee who are regularly employed and reside within the United States.  Any cash portion of Employee’s Annual Bonus shall be paid no later than two and a half months after the end of the calendar year for which the Annual Bonus is awarded.  Whether Employee shall receive any Annual Bonus for or in connection with any calendar year following year 2010 shall rest in the sole discretion of Employer.  When determining the amount of any such Annual Bonus with regard to the 2008 calendar year, Employer will take into consideration, among other things, the amount of time Employee was employed by Employer during such calendar year.  Except as may be otherwise specifically provided in paragraph 6 of this Agreement, Employee must be employed by Employer on December 31 of the applicable bonus year (but need not be employed on the bonus distribution date) in order to receive an Annual Bonus payment.  In the event Employee’s employment terminates for any reason after December 31 of any calendar year and prior to the bonus distribution date applicable to similarly situated executives of Employer, Employee shall receive the Annual Bonus (determined as set forth above) in cash for any such prior year on the bonus distribution date applicable to similarly situated executives of Employer and in no event later than March 15 of the calendar year following the end of the calendar year for which the Annual Bonus is awarded.  In no event shall Employee be entitled to an Annual Bonus under this paragraph 3.b. for a particular calendar year that would be duplicative of an Annual Bonus payment for the same calendar year payable under paragraph 6 of this Agreement.

c. Equity Participation .  Subject to the occurrence of the Closing and provided Employee first signs this Agreement, Employee will be invited to participate in the Willis Partners Plan (the “ WPP ”) subject to the terms of the Willis Group Holdings Limited 2008 Share Purchase and Option Plan (the “ Plan ”), as may be amended from time to time.  In connection with Employee’s participation in the Plan and subject to the terms of the WPP and the Plan, Employee will be granted an option to purchase 50,000 shares of common stock of Willis Group Holdings Limited (“ Shares ”) on the first trading date, as permitted by Willis Group Holdings Limited’s dealing in securities policy, following the announcement of the third quarter results for 2008 of Willis Group Holdings Limited, at a per Share purchase price equal to the closing market price of the Shares on the New York Stock Exchange on the date of grant (the “ Option ”).  The Option grant is subject to Employee’s execution of (i) this Agreement, (ii) an “Agreement of Restrictive Covenants and Other Obligations”, the form of which is attached as Exhibit A hereto and (iii) a definitive Option Agreement reflecting the terms of this Agreement.  Subject to the other terms and conditions of the Plan and the Option Agreement, the Option shall vest and become

3

exercisable, provided the performance conditions as set forth in the Option Agreement are achieved, as follows:  (i) 50% as of the third anniversary of the date of the grant; (ii) 25% as of the fourth anniversary of the date of the grant; and (iii) 25% as of the fifth anniversary of the date of the grant; provided, however, that if Employee’s employment is terminated for any reason other than for “Cause” (as defined below in this Agreement) prior to December 31, 2010, the Board of Directors of Willis Group Holdings Limited may, in its sole discretion, waive the performance condition requirements and vest 1/3 (one-third) of the Option as of the date of the termination of Employee’s employment.  Any vested portion of the Option shall be immediately exercisable and remain exercisable for the then remaining portion of the original full term.  This paragraph 3.c. shall survive the expiration of this Agreement and the Employee’s termination, notwithstanding anything contained herein to the contrary.

d. General Benefit Plans .  While employed by Employer, Employee will be allowed to participate in those employee benefit plans and programs that are generally made available by Employer and its parent company, Willis North America Inc., to other members of the Executive Committee who are regularly employed and reside within the United States (the “ Peer Executives ”) and shall continue to participate in the HRH Supplemental Executive Retirement Plan to the extent the plan remains in effect following the Effective Date.  Such plans and programs will include medical coverage and a 401(k) retirement plan, and may also include, without limitation, dental coverage plan, life insurance, disability insurance.  Employee’s participation in such plans and programs will be allowed in accordance with and subject to the normal terms and conditions of such plans and programs as applied to the Peer Executives, as such plans and programs (including, but not limited to, any and all benefit plan documents) may be amended or terminated from time to time.  Notwithstanding the foregoing, Employee’s participation in such plans and programs will take into account, and shall be administered in accordance with and subject to, the terms and conditions of Section 5.14(b) of the Merger Agreement.

e. Expenses .  Subject to and in accordance with its normal policies and procedures applicable to the Peer Executives, as may be amended from time to time, Employer will pay or reimburse Employee for business expenses reasonably incurred by Employee in connection with the performance of Employee’s duties under this Agreement.  Further provided that Employee shall comply with Employer’s usual expense policies and procedures as generally apply to the Peer Executives, including meeting the obligation on the part of Employee to provide to Employer with reasonable documentation of expenses reasonably incurred by Employee in connection with the performance of Employee’s duties under this Agreement (required documentation may include, but will not necessarily be limited to receipts and other documentation acceptable to Employer and as may be required by the Internal Revenue Service to qualify as ordinary and necessary business expenses under the Code).

f. Office Location; Travel to New York; Tax Gross Up .  Employee will be expected to travel frequently to Employer’s New York, New York office in order to perform the duties expected of Employee under this Agreement; however, Employee’s primary office will be located in Richmond, Virginia (such travel to New York being referred to in this Agreement as “ New York Business Trips ”).  While Employee is employed under this Agreement, Employer will reimburse Employee’s reasonable transportation expenses associated with the New York Business Trips, subject to Employee’s compliance with Employer’s expense procedures as

4

applicable to the Peer Executives.  If, by virtue of performing services for Employer as its Employee in the State of New York (or any state other than the State of Virginia), Employee incurs state or local tax liabilities in excess of the state and local tax liabilities that Employee would have incurred if his employment services were performed exclusively in the State of Virginia (“ Additional State/Local Taxes ”), then Employer will provide Employee with an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Employee of all taxes (including any income taxes and any interest or penalties imposed with respect to any such taxes (other than any interest or penalties which are imposed as a consequence of Employee’s failure to timely comply with (i) tax filing deadlines or (ii) tax payment deadlines (in each case, other than due to Employer’s failure to satisfy the obligations hereunder)) imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to such Additional State/Local Taxes (and any interest or penalties imposed with respect to such taxes, other than any interest or penalties which are imposed as a consequence of Employee’s failure to timely comply with (i) tax filing deadlines or (ii) tax payment deadlines (in each case, other than due to Employer’s failure to satisfy the obligations hereunder)); it being intended that while Employee is employed under this Agreement, Employee’s state and local income tax liabilities will not be greater than what such liabilities would have been if Employee’s employment services had been performed exclusively in the State of Virginia.  If Employee receives a Gross-Up Payment as contemplated in this paragraph, Employer reserves the right to review Employee’s applicable New York State income tax return(s) (and any other applicable state and local income tax returns) prior to any filing thereof, and Employee will provide such tax returns for Employer’ review, as and when requested by Employer.  Provided further for the avoidance of doubt, Employer’s obligation to provide a Gross-Up Payment on Additional State/Local Taxes shall (i) only apply to Additional State/Local Taxes, if any, that Employee incurs by virtue of performing services for Employer as its employee in the State of New York (or any state other than the State of Virginia) and (ii) survive any termination of this Agreement.  Any Gross-Up Payment provided under this paragraph will be paid to Employee as soon as reasonably practicable following the end of the calendar year to which the Gross-Up Payment relates, but in no event shall such payment be provided later than the last day of the calendar year following the calendar year in which Employee remits the related taxes.  If, after such remittance, Employee becomes entitled to receive any refund from the applicable taxing authority with respect to the Gross-Up Payments, Employee shall promptly notify Employer of any such refund (including any applicable interest) and pay to Employer the amount of such refund received.

g. Accommodations in New York .  Through, but not following, December 31, 2010 (and subject in all respects to the various terms and provisions of paragraph 6 below regarding termination of this Agreement), Employer will provide Employee with use of a furnished one-bedroom apartment in the financial district of New York, New York (i.e., downtown Manhattan, within reasonable proximity of Employer’s New York City office location).  Use of such apartment will be provided in order to facilitate Employee’s New York Business Trips and will only be provided while Employee is employed by Employer.  As a condition to the use of such apartment, Employee must abide by such reasonable policies, procedures and rules as Employer may designate from time-to-time in connection with use of such property.  If and to the extent the provision of such apartment to Employee constitutes taxable income of any sort to Employee under the Code or other applicable tax law (such taxable income being referred to below as “ Constructive Accommodation Income ”), Employer will provide Employee with a Gross-Up

5

Payment in an amount such that, after payment by Employee of any and all federal, state and local income taxes (and any interest or penalties imposed with respect to such taxes, other than any interest or penalties which are imposed as a consequence of Employee’s failure to timely comply with (i) tax filing deadlines or (ii) tax payment deadlines (in each case, other than due to Employer’s failure to satisfy the obligations hereunder) imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to any such additional federal, state or local income tax liabilities on the Constructive Accommodation Income; it being intended that while Employee is employed under this Agreement, the provision of the accommodations in New York to Employee shall not result in any additional income tax liability to Employee.  Provided further for the avoidance of doubt, Employer’s obligation to provide a Gross-Up Payment under this paragraph shall (i) only apply to federal, state or local income tax liabilities on the Constructive Accommodation Income, if any, which Employee realizes by virtue of performing services for Employer as its employee in the State of New York and (ii) survive any termination of this Agreement.  Any Gross-Up Payment provided under this paragraph will be paid to Employee as soon as reasonably practicable following the end of the calendar year to which the Gross-Up Payment relates, but in no event shall such payment be provided later than the last day of the calendar year following the calendar year in which Employee remits the related taxes.  If, after such remittance, Employee becomes entitled to receive any refund from the applicable taxing authority with respect to the Gross-Up Payments, Employee shall promptly notify Employer of any such refund (including any applicable interest) and pay to Employer the amount of such refund received.

h. Vacation .  Employee will accrue four weeks of vacation per year, in accordance with and subject to the vacation accrual policy applicable to the Peer Executives.

4.      Confidential Information and Work for Hire .

a.              Employer shall provide Employee with access to nonpublic information of Employer/Willis to the extent reasonably necessary to the performance of Employee’s job duties.  Employee acknowledges that all non-public information (including, but not limited to, information regarding Employer’s clients), owned or possessed by Employer/Willis (collectively, “ Confidential Information ”) constitutes a valuable, special and unique asset of the business of Employer/Willis.  Employee shall not, during or after the period of Employee’s employment with Employer (i) disclose, in whole or in part, such Confidential Information to any third party without the consent of Employer or (ii) use any such Confidential Information for Employee’s own purposes or for the benefit of any third party.  These restrictions shall not apply to any information in the public domain provided that Employee was not responsible, directly or indirectly, for such information entering the public domain without Employer’s consent.  Upon termination of Employee’s employment hereunder, Employee shall promptly return to Employer all Employer/Willis materials, information and other property (including all files, computer discs and manuals) as may then be in Employee’s possession or control.  For purposes of this Agreement, all references to “ Employer/Willis ” shall be understood t