WILLIS GROUP SENIOR MANAGEMENT INCENTIVE PLAN

                                                                   Exhibit 10.24

                  WILLIS GROUP SENIOR MANAGEMENT INCENTIVE PLAN

Section 1. Purposes.

        The purpose of the Willis Group Senior Management Incentive Plan (the

"Plan") is to attract, retain and motivate selected employees of Willis Group

Holdings Limited (the "Company") and its subsidiaries and affiliates who are

executive officers of the Company and members of its Partners Group and any

successor thereto in order to promote the Company's long-term growth and

profitability. It is also intended that all Bonuses (as defined in Section 5(a))

payable under the Plan be considered "performance-based compensation" within the

meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended

(the "Code"), and the regulations thereunder, and the Plan shall be interpreted

accordingly.

Section 2. Administration.

        (a) Subject to Section 2(d), the Plan shall be administered by a

committee (the "Committee") appointed by the Board of Directors of the Company

(the "Board"), whose members shall serve at the pleasure of the Board. The

Committee at all times is intended to be composed of at least two directors of

the Company, each of whom is an "outside director" within the meaning of Section

162(m) of the Code and Treasury Regulation Section 1.162-27(e)(3) and a

"non-employee director" within the meaning of Rule 16b-3 promulgated under the

Securities Exchange Act of 1934, as amended. Unless otherwise determined by the

Board, the Committee shall be the Compensation Committee of the Board.

        (b) The Committee shall have complete control over the administration of

the Plan, and shall have the authority in its sole and absolute discretion to:

(i) exercise all of the powers granted to it under the Plan; (ii) construe,

interpret and implement the Plan; (iii) prescribe, amend and rescind rules and

regulations relating to the Plan, including rules and regulations governing its

own operations; (iv) make all determinations necessary or advisable in

administering the Plan (including, without limitation, calculating the size of

the Bonus payable to each Participant (as defined in Section 4(a))); (v) correct

any defect, supply any omission and reconcile any inconsistency in the Plan; and

(vi) amend the Plan to reflect changes in or interpretations of applicable law,

rules or regulations.

        (c) The determination of the Committee on all matters relating to the

Plan and any amounts payable thereunder shall be final, binding and conclusive

on all parties.

        (d) Notwithstanding anything to the contrary contained herein, the

Committee may allocate among its members and may delegate some or all of its

authority or administrative responsibility to such individual or individuals who

are not members of the Committee as it shall deem necessary or appropriate;

provided, however, the Committee may not delegate any of its authority or

administrative responsibility hereunder (and no such attempted delegation shall

be effective) if such delegation would cause any Bonus payable under the Plan

not to be considered performance-based compensation within the meaning of

Section 162(m)(4)(C) of the Code.

        (e) No member of the Board or the Committee or any employee of the

Company or any of its subsidiaries or affiliates (each such person a "Covered

Person") shall have any liability to any person (including, without limitation,

any Participant) for any action taken or omitted to be taken or any

determination made in good faith with respect to the Plan or any Bonus. Each

Covered Person shall be indemnified and held harmless by the Company against and

from any loss, cost, liability or expense (including attorneys" fees) that may

be imposed upon or incurred by such Covered Person in connection with or

resulting from any action, suit or proceeding to which such Covered Person may

be a party or in which such Covered Person may be involved by reason of any

action taken or omitted to be taken under the Plan and against and from any and

all amounts paid by such Covered Person, with the Company's approval, in

settlement thereof, or paid by such Covered Person in satisfaction of any

judgment in any such action, suit or proceeding against such Covered Person,

provided that the Company shall have the right, at its own expense, to assume

and defend any such action, suit or proceeding and, once the Company gives

notice of its intent to assume the defense, the Company shall have sole control

over such defense with counsel of the Company's choice. The foregoing right of

indemnification shall not be available to a Covered Person to the extent that a

court of competent jurisdiction in a final judgment or other final adjudication,

in either case, not subject to further appeal, determines that the acts or

omissions of such Covered Person giving rise to the indemnification claim

resulted from such Covered Person's bad faith, fraud or willful criminal act or

omission. The foregoing right of indemnification shall not be exclusive of any

other rights of indemnification to which Covered Persons may be entitled under

the Company's Restated Certificate of Incorporation or Amended and Restated

Bylaws, as a matter of law, or otherwise, or any other power that the Company

may have to indemnify such persons or hold them harmless.

Section 3. Performance Perio