Exhibit 10.1
Willis Group Holdings Limited
1,500,000 Shares
Common Stock
($0.000115 par value)
Repurchase Agreement
New York, New York
November 9, 2005
Willis Group Holdings Limited
Ten Trinity Square
London, EC3P 3AX
Ladies and Gentlemen:
Profit Sharing (Overseas), Limited Partnership, a limited
partnership formed pursuant to the laws of
the Province of Alberta ("Overseas")
and Fisher Capital Corp. L.L.C., a Delaware
limited liability company ("Fisher
Capital" and, together with Overseas, the
"Selling Stockholders"), propose to
sell, pursuant to Section 42A of the
Companies Act 1981 of Bermuda (the
"Companies Act"), to Willis Group Holdings
Limited, a Bermuda company (the
"Company"), 1,500,000 shares of Common
Stock, par value $0.000115 per share
("Common Stock"), of the Company (said
shares to be sold by the Selling
Stockholders being hereinafter called the
"Securities"). Reference is made to
the Underwriting Agreement, dated the date
hereof (the "Underwriting
Agreement"), among Citigroup Global Markets
Inc., Lehman Brothers Inc. and the
other several Underwriters named in
Schedule I thereto (the "Underwriters"), the
Company and the Selling Stockholders.
1. Representations and Warranties of the Company. The
Company represents and warrants to, and
agrees with, each Selling Stockholder
that:
(a) This Agreement and the purchase and sale contemplated
hereby have been duly authorized by the
Company and have been entered into in
compliance with Section 42A of the
Companies Act.
(b) No consent, approval, authorization, filing, order,
registration or qualification of or with
any court or governmental agency or
body is required in connection with the
transactions contemplated herein.
(c) To ensure the legality, validity, enforceability and
admissibility into evidence of each of this
Agreement and any other document to
be furnished hereunder in Bermuda, it is
not necessary that this Agreement, the
Securities or such other document be filed
or recorded with any court or other
authority in Bermuda or any stamp or
similar tax be paid in Bermuda on or in
respect of this Agreement, the Securities
or any such other document.
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2. Representations and Warranties of the Selling
Stockholders. Each Selling Stockholder,
severally and not jointly, represents
and warrants to, and agrees with the
Company that:
(a) Such Selling Stockholder is the record owner of the
Securities to be sold by it hereunder free
and clear of all liens, encumbrances,
equities and claims.
(b) No consent, approval, authorization, filing, order,
registration or qualification of or with
any court or governmental agency or
body is required for the sale of the
Securities by such Selling Stockholder.
3. Purchase and Sale. (a) Subject to the terms and
conditions and in reliance upon the
representations and warranties herein set
forth, each Selling Stockholder agrees to
sell to the Company the amount of
Securities set forth opposite such Selling
Stockholder's name in Schedule I
hereto, and the Company agrees to purchase
from each Selling Stockholder the
Securities, at a purchase price of $36.0
per share (such purchase price equal to
the price per share that the Underwriters
shall pay to the Selling Stockholders
for the Underwritten Securities (as defined
in the Underwriting Agreement)
pursuant to the terms of the Underwriting
Agreement
