THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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Exhibit 10.19

EXECUTION COPY

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (" Agreement ") is dated as of the 25 ^th day of May 2004, by and between WILLIS GROUP HOLDINGS LIMITED, a company established under the laws of Bermuda (" Willis Holdings "), WILLIS NORTH AMERICA, INC. (" Willis US ", and collectively with Willis Holdings, " Employer ") and JOSEPH J. PLUMERI (" Executive ").

        WHEREAS, on October 15, 2000 (the " Commencement Date "), Willis US and Willis Group Limited (f/k/a/ Willis Group plc, " Willis UK ") entered into an employment agreement in order to employ Executive as Executive Chairman of Willis US and Chairman and Chief Executive Officer of Willis UK, among other things; and

        WHEREAS, effective on or about May 8, 2001, as a result of the exchange of ordinary shares of TA I Limited, a company established under the laws of England and Wales and the former ultimate parent company of Willis UK and Willis US, for shares of common stock of Willis Holdings (such stock, " Holdings Stock "), Willis Holdings instead become the ultimate parent company of TA I Limited, Willis US and Willis UK (the " Share Exchange "); and

        WHEREAS, in connection with the Share Exchange, as of March 26, 2001, Willis US and Willis UK, along with Willis Holdings (collectively, the " Willis Group ") agreed to amend and restate this Agreement (the " First Restatement "); and

        WHEREAS, Willis Holdings, as the ultimate parent of Willis US, became jointly and severally liable with Willis US for all obligations hereunder; and

        WHEREAS, the parties desire to make certain changes to the Second Restatement including, to reflect changes in the employer's ownership; and

        WHEREAS, Executive desires to accept such changes on the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

        1.      Employment, Compensation and Benefits . During the period of this Agreement, Employer agrees to employ Executive in the capacity, to pay the remuneration, and to provide the benefits, described below.

(a)

Titles and Duties

        (i)    During the Term (as defined in Section 2 herein), Executive shall be employed as Executive Chairman of Willis US, and shall hold the offices of Executive Chairman and Chief Executive Officer of Willis Holdings and Willis US and the offices of Chairman, Chief Executive Officer and Senior Managing Director of Willis UK. During the Term, Executive shall also be a member of the Board of Directors of Willis Holdings (the " Board ") (or such other most senior governing board of Willis Holdings) and Executive Committee of Willis Holdings, Willis UK and Willis US. Executive shall also be appointed to such senior director and executive positions, as the Board, after consultation with Executive, deems appropriate, of each subsidiary of Willis Holdings.

        (ii)   Executive shall have the customary duties, responsibilities and authority of a chairman and a chief executive officer at a corporation of a similar size and status as the Willis Group.

        (iii)  Executive shall report directly to the Board.

        (iv)  Executive's principal office shall be located at an office of Willis US in Manhattan, New York City, New York.

(b)

Remuneration

        (i)     Basic Salary . Beginning on the Commencement Date, Executive's base salary shall be at the rate of $1,000,000 per annum, payable in the United States in accordance with Willis U.S.'s normal payroll practices. On each anniversary of the Commencement Date, the amount of Executive's Base Salary shall be reviewed and may, at the discretion of the Board, be adjusted (but never below the then Base Salary). Any such increased amount shall constitute " Base Salary " hereunder. Unless otherwise specified hereunder, all dollar amounts referred to in this Agreement are in U.S. dollars and all amounts are to be paid in the United States.

        (ii)    Bonus . So long as Executive remains employed hereunder, Executive shall, unless otherwise waived in writing by Executive, receive an annual cash bonus (a " Guaranteed Bonus ") equal to 100% of Executive's Base Salary, in respect of each fiscal year ending during the Term (the " Fiscal Year "), other than for Fiscal Years 2002 and 2003 (and, subject to Section 3 of this Agreement, prorated based on the period within the Term for any partial Fiscal Year ending after the Term); the amount of which shall be payable within the first quarter following the end of each such Fiscal Year. An additional annual or other bonus amount in excess of the Guaranteed Bonus shall be payable to Executive if extraordinary performance targets, established at the beginning of each Fiscal Year by the Board after consultation with the Executive, are achieved.

        (iii)   Deferral of Receipt of Remuneration . Executive shall have the right to defer, on an annual basis, receipt of his Base Salary and Guaranteed Bonus to the full extent provided and otherwise in accordance with the terms of Employer's deferred compensation plan in which Executive participates (or any successor plan thereto) as in effect from time to time (the " Deferred Compensation Plan ").

(c)

Benefits

        (i)     Willis US Plans Generally . Employer shall provide, or shall cause to be provided, Executive with those benefits, including medical, life insurance, disability, pension and other benefit programs, plans and practices to which similarly-situated, full time executive employees of Willis US and its subsidiaries (commensurate with Executive's position with Willis US) are entitled (under the applicable benefit plans as in effect as of the Commencement Date or as may be amended from time to time), as set forth in the Staff Handbook (the " Company Plans "), as well as fringe benefits commensurate with the Executive's position, including, at Employer's expense, reasonable availability of private air transportation, as determined appropriate for business travel by Executive in his reasonable, good faith discretion and, when reasonably necessary for security reasons, personal travel of Executive and his family, unless otherwise expressly waived by Executive in writing.

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        (ii)    Deferred Compensation Benefit . So long as Executive remains employed by Employer hereunder, Executive shall be entitled to receive an annual deferred compensation credit of $800,000 (the " Deferred Compensation Benefit ") under the Deferred Compensation Plan in respect of the Contract Year beginning on October 15, 2003 and each full (or partial) Contract Year occurring thereafter. Each such Deferred Compensation Benefit shall be credited to an account established for Executive under the Deferred Compensation Plan (the " Deferral Account ") in four equal installments of $200,000 each, beginning on January 14, April 14, July 14, and October 14 of each Contract Year in respect of which such Deferred Compensation Benefit is being credited. Notwithstanding anything set forth in this Agreement, or the Deferred Account to the contrary, (A) Executive has received an additional Deferred Compensation Benefit credit in respect of the Contract Year ending on October 14, 2003, of which one half was credited on each of July 14, 2003 and October 14, 2003 and (B) on each date that any Deferred Compensation Benefit is credited to the Deferral Account, Executive shall be vested in, but not then entitled to payment of, such credited amount. Subject to the foregoing, all Deferred Compensation Benefits shall otherwise be treated under the Deferred Compensation Plan in the same manner (including, without limitation but subject to Section 3(a)(ii) below) as any elective deferrals of Base Salary and Guaranteed Bonus amounts made by Executive under the Deferred Compensation Plan as provided in Section 1(b)(iii) above.

        (d)    U.K. Corporate Housing . In addition to the benefits provided in Section 1(c)(i), above, Employer shall make available, or cause to be made available, for use by Executive (and make payment of all rent, broker's fees and other related expenses for) an apartment in London, England, suitable to Executive's status in his role as Executive Chairman and Chief Executive Officer of Willis Holdings. Such apartment shall be either the apartment made available to Executive as of the date hereof or another apartment comparable thereto, as mutually and reasonably agreed upon by the Board and Executive.

        (e)    Other Expenses . All expenses of Executive incurred in connection with the performance of his services hereunder or prior hereto, other than with respect to the commutation by Executive from his home in New Jersey to his office in New York City, shall be payable or reimbursed by Employer (including but not limited to those fringe benefits set forth in Sections 1(c)(i) and 1(d), above) and, to the extent, if any, such benefits would be taxable to Executive, shall be grossed up by Employer such that Executive has no after-tax cost for such expenses or additional gross-up amount.

        (f)     Indemnification . Employer shall provide Executive with Directors and Officers and Errors and Omissions insurance in amounts reasonably acceptable to Executive. Willis Holdings and Willis US each agrees, and shall cause their respective subsidiaries to agree, to indemnify and defend Executive, to the fullest extent permitted by applicable law and by their respective Articles of Incorporation and by-laws (or the applicable equivalent governing documents), with respect to any and all claims which arise from or relate to Executive's duties as an officer, member of the Board (and any other board of directors (or equivalent governing entity) of Willis UK, Willis US or any of their affiliates), employee of Willis US, and duties performed in connection with the offices of Willis UK and Willis Holdings held by Executive, or as a fiduciary of any employee benefit plan or a similar capacity with any other entity for which Executive is performing services at Employer's request, whether performed heretofore or hereafter.

(g)

Equity Participation

        (i)     General . On or about the Commencement Date, Executive invested $5,000,000 to purchase 1,721,407 shares of Holdings Stock (" Purchased Shares "), at a per share purchase price equal to £2.00 (the " Initial Price Per Share "). For each Purchased Share, Executive was granted an option to purchase three (3) shares of Holdings Stock, at a per share exercise price equal to the Initial Price Per Share (the " Options "). The foregoing equity arrangements, to the extent not inconsistent with this Section 1(g), are governed by the terms and conditions of certain documents, including the Management Shareholder and Subscription Agreement dated as of October 15, 2000 by and among Willis Holdings, Mourant & Co. Trustees Limited and Executive as amended to give effect to the Share Exchange by a global amendment effective May 8, 2001 (the " Subscription Agreement "), the Amended and Restated 1998 Share Purchase and Option Plan for Key Executives of Willis Holdings, and the Share Option Agreement (the " Share Option Agreement "), the Sale Participation Agreement, and the Registration Rights Agreement (each entered into by Executive as of October 15, 2000 and amended by a global amendment dated as of May 8, 2001) (all such agreements and documents collectively, the " Equity Participation Plan Agreements ").

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        (ii)    Amendments to Equity Participation Plan Agreements . Notwithstanding anything set forth in this Agreement or the Equity Participation Plan Agreements to the contrary, Willis Holdings has, and has caused the Trinity Trustee (as such term is defined in the Subscription Agreement) to have, agreed to amend the Subscription Agreement (and the Subscription Agreement is hereby deemed to be amended), effective as of the 1 ^st day of June 2003, as follows: (A) to the extent not previously contained therein, to incorporate the terms set forth in the Addendum attached to this Agreement into the Subscription Agreement; and (B) to provide that, subject only to the limitations on transfer set forth in Section 3 of the Subscription Agreement (but not subject to the transfer restrictions in Section 4 of the Subscription Agreement), Executive may:

        (I)   so long as Executive remains employed with the Willis Group, sell or otherwise dispose of such number of shares of his Holdings Stock equal to, at any given time following the date of this Agreement, up to a percentage of the sum of (x) the aggregate number of his Purchased Shares and (y) the total of (aa) the aggregate number of shares of Holdings Stock subject to vested (but unexercised) Options (" Available Option Shares ") and (bb) the aggregate number of shares previously issued upon Executive's exercise of Options (" Option Shares "), which percentage shall be equal to a fraction, the numerator of which will be the aggregate number of shares of Holdings Stock (as of the date that is ten business days, prior to the date on which Executive intends to sell or otherwise dispose of his Holdings Stock (the " Determination Date ")) sold or otherwise disposed of on or prior thereto by Profit Sharing (Overseas) Limited Partnership and its affiliates (together, the " KKR Partnerships ") to any person or entity (other than an affiliate of any KKR Partnership or any member of the Willis Group) and the denominator of which will be the aggregate number of shares of Holdings Stock (or TA I Limited, as applicable) held, as of the Commencement Date, by the KKR Partnerships; and

        (II)  at such time as Executive ceases to be employed by the Willis Group, sell or otherwise dispose of all or any portion of Executive's Purchased Shares and Option Shares (which includes any Available Option Shares that become Option Shares) not previously sold or otherwise disposed of by Executive.

        (iii)   Right of First Refusal . Willis Holdings and Executive hereby acknowledge that the criteria pertaining to the expiration of the right of first refusal set forth in Section 5 of the Subscription Agreement have been met such that such right of first refusal no longer applies to Executive's Holdings Stock.

        (iv)   Subscription Agreement . The parties acknowledge that the Subscription Agreement was amended and restated as of June 1, 2003 and that, hence, all references herein to the Subscription Agreement thereafter shall refer to the Amended and Restated Management Shareholders and Subscription Agreement dated June 1, 2003.

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        (v)    Expiration of Limitations . The parties agree that the limitations with regard to transfer of equity in Holdings in the Equity Partnership Plan Agreements, including but not limited to restrictions on transfer under Sections 1 and 2 of the Subscription Agreement (except as otherwise required to comply with applicable law) and purchase and call rights under Section 3 and 5 of the Subscription Agreement, of the type that expire for certain executives employed by the Employer at the time of the acquisition of the business by Willis Holdings on or about December 18, 2004 shall also expire for the Executive on such date and all relevant documents shall be deemed amended accordingly with any references with regard to such limitations of "six years" being deemed changed to December 18, 2004. The lockup obligations in Section 1(e) of the Subscription Agreement shall cease to apply when Executive is no longer an executive officer of Employer. To the extent any third parties' consent is necessary to accomplish the foregoing, Willis Holdings shall use reasonable business efforts to cause such consents to be obtained. Willis Holdings shall use reasonable business efforts to cause the parties to the Sales Participation Agreement (as defined in the Subscription Agreement) to amend such Agreement to remove the "drag along rights" provided for in Section 6 thereof, provided that upon such removal Executive shall be deemed to have agreed to waive his right to "tag along" under Section 2 thereof.

        (vi)   Registration Rights . Executive shall be entitled to registration rights in accordance with the 2004 Registration Rights Agreement executed simultaneously with execution of this Agreement, and upon execution thereof all "Piggyback" Registration Rights of the Executive under his Subscription Agreement shall terminate.

        (vii)  Change of Control . The definition of Change of Control applicable to any equity grant made to the Executive or in any equity or employee benefit plan as it applies to Executive shall be the same as the definition of Change of Control set forth herein, provided that this subsection (vii) shall not apply to any already outstanding equity grant to the extent application of it would result in any adverse accounting charge to the Employer because of a change in the definition of Change of Control.

        (viii)  Early Exercise . With regard to the Options, sixty percent (60%) have already vested, twenty percent (20%) will vest on or about October 15, 2004 and the final twenty percent (20%) will vest on or about October 15, 2005 (the " 2005 Tranche "). Willis Holdings, through authorization by the Compensation Committee of the Board of Directors thereof, hereby agrees that Executive may at any time hereafter exercise all or any portion of the 2005 Tranche and receive therefore restricted securities (with all of the rights of Holdings Stock) which shall be subject to repurchase by Willis Holdings for the exercise price thereof in the event that an event occurs which would have resulted in such Options not vesting and being forfeited. Exercise of the Options into restricted securities shall be subject to such implementation agreement with regard thereto as reasonably requested by Willis Holdings. Executive may make an 83(b) election with regard to such restricted securities within thirty (30) days of exercise in accordance with applicable law.

        (h)   Executive shall be entitled to vacation time and holidays as are provided in general to executive employees of Willis US but shall, in any event, be entitled to no less than four (4) weeks of vacation per year. Any unused days accrued in a particular year may not be carried over to a subsequent year.

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2.

Term and Termination .

        (a)    Term . This Agreement shall become effective as of the Commencement Date. Unless terminated earlier pursuant to Section 2(b), below, Executive's employment hereunder shall remain in effect until the day after the eighth anniversary of the Commencement Date. For purposes of this Agreement, the eight-year employment term (which began on the Commencement Date) shall be deemed to be the " Term ", and each twelve-month period commencing on the Commencement Date and on each anniversary thereof occurring during the Term shall be deemed to be a " Contract Year ".

        (b)    Termination . The Term shall terminate on the earlier to occur of (i) the expiration of the Term and (ii) the date upon which Executive's employment is terminated by Employer or Executive. Subject to the conditions and procedures of Section 3(d)(iii) and (iv), below, either party may terminate the Term and Executive's employment at any time by providing 90 days' prior written notice to the other party of the termination of Executive's employment. A termination by either Employer shall be deemed a termination by the Employer and all other members of the Willis Group and their respective subsidiaries.

3.

Effect of Certain Terminations .

        (a)    Termination without Cause by Employer or Resignation with Good Reason by Executive . If at any time during the Term, Employer terminates Executive without Cause (as defined below) or the Executive terminates his employment with the Willis Group for Good Reason (as defined below), Executive shall be entitled to the following:

        (i)    Within thirty (30) days after such termination, Employer shall pay to Executive an amount equal to the sum of (x) the lesser of (A) the product of two times his Base Salary and Guaranteed Bonus (or, in the event the Executive is not entitled to receive a Guaranteed Bonus in respect of the Fiscal Year in which termination occurs, $1,000,000 (the " Deemed Bonus ")) and (B) Executive's Base Salary and Guaranteed Bonus (or Deemed Bonus, as applicable), payable for the balance of the Term and (y) his Accrued Amounts (as defined below); provided , however , if (I) after the occurrence of a Change in Control (or prior thereto, at the direction of an anticipated successor or otherwise in connection therewith), Executive's employment is terminated for any reason by Employer (or their respective successors) or (II) after the occurrence of a Change in Control, Executive's employment is terminated by Executive with or without Good Reason, then, in lieu of Executive's entitlements pursuant to Section 3(a)(i)(x), above, Employer (or its applicable successor) shall be required to pay Executive, within thirty (30) days after such termination, an amount equal to the product of three times the sum of his Base Salary and Guaranteed Bonus (or Deemed Bonus, as applicable); and

        (ii)   Employer shall provide, or shall cause to be provided, Executive with his Accrued Rights (as defined below); provided , however , that any Deferred Compensation Benefit that would otherwise have been credited to Executive's Deferral Account pursuant to Section 1(c)(ii) above if Executive had remained employed by Employer hereunder for the balance of the Term shall instead be credited in full to the Deferral Account effective as of the date of such termination, and all Deferred Compensation Benefits then credited to the Deferral Account shall otherwise be paid to Executive pursuant to and in accordance with the provisions of the Deferred Compensation Plan.

        (b)    Other Terminations . In the case of any other termination not covered by Section 3(a) alone, Executive shall only be entitled to his Accrued Amounts and Accrued Rights; provided , however , that after the occurrence of a Change in Control, if Executive terminates his employment without Good Reason, Executive's Deferred Compensation Benefits shall be credited and payable in the same ma