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                                                                    Exhibit 10.9


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

            This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is
dated as of the 26th day of March 2001, by and between WILLIS NORTH AMERICA,
INC. ("Willis US") 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 (the "Prior Employment Agreement"); and

            WHEREAS, effective on or about the date of this Agreement, Willis
Group Holdings Limited, a company established under the laws of Bermuda ("Willis
Group") shall, 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
Group, instead become the ultimate parent company of TAI Limited, Willis US and
Willis UK (the " Share Exchange"); and

            WHEREAS, in connection with the Share Exchange, Willis US, Willis UK
and Willis Group desire to make certain changes to the Prior Employment
Agreement including, among other things, to provide that Executive become
Chairman and Chief Executive Officer of Willis Group, and that Executive shall
hold a position on the board of directors of Willis Group (the "Board"); 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, Willis US agrees to employ Executive in the capacity, to pay
      the remuneration, and to provide the benefits, described below.

            (a) TITLE 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 Group
      and the offices of Chairman, Chief Executive Officer and Senior Managing
      Director of Willis UK. Executive shall also be elected to the most senior
      governing board and Executive Committee of Willis Group, Willis UK and
      Willis US. Executive shall also be appointed to such senior


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      director and executive positions, as the Board, after consultation with
      Executive, deems appropriate, of each subsidiary of Willis Group.

                (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 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) BASE SALARY. Beginning on the Commencement Date, Executive's
      base salary shall be at the rate of U.S. $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.

                (ii) BONUS. So long as Executive remains employed hereunder,
      Executive shall 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") (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
      in U.S. dollars in the United States 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.

            (c) BENEFITS. Willis US shall provide 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 Willis US'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.

            (d) TEMPORARY HOUSING. In addition to the benefits provided in
      Section 1(c), above, Willis US shall make 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


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      Officer of Willis Group, which apartment (and the expenses budgeted for
      decorating such apartment) have been agreed upon by the board of directors
      of Willis US.

            (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 Willis
      US, including but not limited to those fringe benefits set forth in(c)
      above and (d) and, to the extent, if any, such benefits would be taxable
      to Executive, shall be grossed up by Willis US such that Executive has no
      after-tax cost for such expenses or additional gross-up amount.

            (f) INDEMNIFICATION. Willis US and Willis Group shall provide
      Executive with Directors and Officers and Errors and Omissions insurance
      in amounts reasonably acceptable to Executive. Willis US agrees, and shall
      cause Wills Group to agree to indemnify and defend Executive to the
      fullest extent permitted by applicable law, Willis US's and/or Willis
      Group's Articles of Incorporation and bylaws (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 of Willis UK, Willis US or any of their
      affiliates), employee of Willis US, and duties performed in connection
      with the offices of Wills UK and Willis Group 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 Willis US's or
      Willis Group's request, whether performed heretofore or hereafter.

            (g) EQUITY PARTICIPATION. Prior to or simultaneously with the
      commencement of the Term, Executive invested US$5,000,000 in non-voting
      ordinary shares of TA I Limited (which shares shall be exchanged for
      shares of common stock of Willis Group (such shares, the "Shares"), at a
      per share purchase price equal to(pound)2.00 (the "Initial Price Per
      Share"). For each Share that Executive purchased, Executive was granted an
      option to purchase three (3) Shares, at a per share exercise price equal
      to the Initial Price Per Share, which option shall become vested in equal
      annual installments (20% per year) on each of the first five anniversaries
      of the date of grant, or (x) earlier in full upon a Change in Control (as
      defined in the Share Option Agreement) and (y) for an additional year in
      the case of a termination of employment (A) due to Executive's death or
      Disability (as hereinafter defined) at any time after the third
      anniversary of the Commencement Date and (B) by Willis US other than for
      Cause or by Executive for Good Reason (as such terms are hereinafter
      defined) after the five-hundred forty-seventh (547th) day of the Term. The
      foregoing equity arrangements, to the extent not inconsistent herewith,
      shall be governed by the terms and conditions, generally as set forth on
      Exhibit A, and specifically of certain documents, including a Management
      Shareholder and Subscription Agreement by and among TA I Limited, Mourant
      & Co. Trustees Limited and various management and employee subscribers, as
      amended or superceded to give effect to the Share Exchange, (the
      "Subscription Agreement"), the 1998 Share Purchase and Option Plan for Key
      Executives of TA I Limited (as amended or superceded to give effect to the
      Share Exchange), the Share Option Agreement, the Sale Participation
      Agreement, and the Registration Rights Agreement. Executive entered into a
      Subscription Agreement, a


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      Share Option Agreement, and a Sale Participation Agreement, substantially
      in the forms attached hereto.

            (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.

            (i) Willis US and Executive shall cooperate to take all actions
      necessary to promptly obtain all necessary immigration or similar
      approvals required by applicable law for Executive to perform his duties
      hereunder.

      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 fifth anniversary of the Commencement Date. For purposes of
      this Agreement, the five-year employment term (which begins on the
      Commencement Date) shall be deemed to be the "Term".

            (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, either by Willis US or Executive. Subject to the
      conditions of Section 3(d)(i) and (ii), 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.

      3. EFFECT OF CERTAIN TERMINATIONS.

            (a) TERMINATION WITHOUT CAUSE BY WILLIS US OR RESIGNATION WITH
      GOOD REASON BY EXECUTIVE. In the event that Willis US terminates
      Executive without Cause or the Executive terminates his employment for
      Good Reason: (i) at any time during the first five hundred forty-seven
      (547) days of the Term, (the "Initial Period"), Willis US shall, within
      thirty (30) days after such termination, pay Executive an amount equal
      to the sum of (x) his Base Salary and Guaranteed Bonus and (y) his
      Accrued Amounts, in addition to providing Executive with his Accrued
      Rights, and (ii) at any time after the Initial Period but prior to the
      end of the Term, Willis US shall, within thirty (30) days after such
      termination, pay Executive an amount equal to the sum of (x) the lesser
      of (A) the product of two times his Base Salary and Guaranteed Bonus
      and (B) the remainder of his Base Salary and Guaranteed Bonus due and
      payable through the end of the Term and (y) his Accrued Amounts, in
      addition to providing Executive with his Accrued Rights; PROVIDED,
      HOWEVER, in the event that 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 Willis US (or its successor) or by Executive, Willis
      US (or its successor) shall be required to pay Executive, within thirty
      (30) days thereafter, an amount equal to the sum of (x) the product of
      three times

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      the sum of his Base Salary and Guaranteed Bonus, and (y) his Accrued
      Amounts, in addition to providing Executive with his Accrued Rights.

            (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.

            (c) NO MITIGATION; NO OFFSET. The amounts due under Section 3(a)
      shall be paid without any obligation of mitigation or offset for future
      earnings or other amounts, and shall be paid without setoff, counterclaims
      or defense; PROVIDED, HOWEVER, that such amounts shall be offset by any
      amounts payable to Executive pursuant to other severance plans of Willis
      US.

            (d) DEFINITIONS. For purposes of this Agreement, the capitalized
      terms used above shall have the following meanings:

                (i) "CAUSE" shall mean (A) Executive's conviction of, or
      pleading nolo contendere to, a felony or misdemeanor involving sexual
      misconduct (other than a traffic infraction not involving actual
      imprisonment), (B) Executive's willful and continuous misconduct with
      regard to his material duties and responsibilities which causes
      demonstrable harm of a material nature (C) Executive's serious or
      persistent breach of Executive's material obligations under this
      Agreement (including any repeated failure to abide by the legal,
      written directives presented to him by the Board, which directives are
      not in violation of Section 1(a)(ii) hereof) or (D) gross negligence
      (other then as a result of physical or mental impairment) with regard
      to his duties; PROVIDED, that, in the case of (B), (C) and (D), above,
      such misconduct, breach or negligence was not resolved or cured within
      fifteen (15) days following Willis US's written notice to Executive of
      Willis US's intention to terminate Executive's employment for Cause as
      a result of such circumstances, which notice (pursuant to Section 2(b))
      describes such circumstances with sufficient particularity to give
      Executive a reasonable opportunity to resolve or cure any such
      misconduct, breach or negligence. For purposes of this definition, an
      act (or omission) shall not be deemed "willful", if, in the good faith
      belief of Executive, such act (or omission) was in the best interests
      of Willis US (or any of its subsidiaries), and such belief was
      reasonable.

                (ii) "GOOD REASON" shall mean Executive terminates his
      employment as a result of (A) any diminution by Willis US or Willis Group
      of his titles, positions or status, (B) any material diminution of his
      duties, responsibilities or authority, or the assignment to him of any
      duties materially inconsistent with his positions, (C) any relocation of
      his principal office from New York, New York, (D) any material breach of
      this Agreement by Willis US, (E) a Change in Control or (F) the Board
      repeatedly overrides, supersedes or disregards reasonable decisions by
      Executive or recommendations made by Executive to the Board, such that the
      Board materially interferes with Executive's ability to effectively
      function as the Executive Chairman and Chief Executive Officer, or the
      Board otherwise takes actions that constructively represent a lack of
      confidence in Executive's ability to perform his duties and
      responsibilities; PROVIDED, that in all cases (other than (E) above), such
      action or breach is not resolved or cured within fifteen (15) days
      following


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      Executive's written notice(pursuant to Section 2(b)) to Willis US of the
      event that he asserts is the basis for Good Reason, and which event or
      behavior Willis US does not resolve or cure during such 15-day period.

                (iii) "ACCRUED AMOUNTS" shall mean all accrued but unpaid Base
      Salary and vacation pay, any bonus due for any completed fiscal year and a
      pro rata Guaranteed Bonus for the Fiscal Year in which the termination
      occurs; PROVIDED, HOWEVER, that upon a termination of Executive's
      employment for Cause or by Executive without Good Reason (other than as a
      result of death or Disability (as hereinafter defined) prior to the end of
      the Term, "Accrued Amounts" shall not include the prorated Guaranteed
      Bonus for the Fiscal Year in which the termination occurs.

                (iv) "ACCRUED RIGHTS" shall mean any amounts or benefits due to
      Executive under any benefit or equity plan or program (other than a
      severance plan), and Executive's rights under Sections 1(e), 1(f), 4 and 7
      hereof.

            (e) DISABILITY TERMINATION. Willis US may terminate Executive's
      employment as a result of a "Disability" if Executive, as a result of
      mental or physical incapacity, has been unable to perform his material
      duties for six (6) consecutive months (or 180 days in any 360-day period).
      Such termination shall be only permitted while Executive is still so
      disabled and shall be effective on thirty (30) days written notice to
      Executive, provided that such termination shall not be effective if
      Executive returns to full time performance of his material duties within
      such thirty (30) day period and continues in such full time capacity
      (which full time status shall be deemed to continue even in the event that
      vacation or intermittent and de minimis sick leave is taken) for six (6)
      consecutive months thereafter. For the avoidance of doubt, in the event
      that Executive does return to full time performance but does not continue
      in such full time capacity for six (6)) consecutive months thereafter, the
      termination shall be deemed effective on thirty (30) days written notice
      following the most recent date that Executive fails to continue in such
      full time capacity.

      4. EXCISE TAX.

            (a) In the event it shall be determined that any payment, benefit or
      distribution (or combination thereof) by Willis US, any of its affiliates,
      one or more trusts established by Willis US for the benefit of its
      employees, or any other person or entity, to or for the benefit of
      Executive (whether paid or payable or distributed or distributable
      pursuant to the terms of this Agreement, or otherwise pursuant to or by
      reason of any other agreement, policy, plan, program or arrangement,
      including without limitation any stock option, stock appreciation right,
      phantom equity awards or similar right, or the lapse or termination of any
      restriction on the vesting or exercisability of any of the foregoing) (a
      "PAYMENT") would be subject to the excise tax imposed by Section 4999 of
      the Internal Revenue Code of 1986, as amended (the "CODE") by reason of
      being "contingent on a change in ownership or control" of Willis US,
      within Section 280G of the Code (or any successor provision thereto) or
      any interest or penalties are incurred by Executive with respect to such
      excise tax (such excise tax, together with any such interest and
      penalties, hereinafter collectively referred to as the "EXCISE TAX"), then
      Executive shall be entitled


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      to receive an additional payment or payments (a "GROSS-UP PAYMENT") in an
      amount such that after payment by Executive of all taxes (including any
      interest or penalties imposed with respect to such taxes), including,
      without limitation, any income taxes (and any interest and penalties
      imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up
      Payment, Executive retains an amount of the Gross-Up Payment equal to the
      Excise Tax imposed upon the Payments.

            (b) Subject to the provisions of Section 4(a) hereof, all
      determinations required to be made under this Section 4, including whether
      and when a Gross-Up Payment is required and the amount of such Gross-Up
      Payment and the assumptions to be utilized in arriving at such
      determination, shall be made by a nationally recognized certified public
      accounting firm as may be designated by Willis US, and reasonably
      satisfactory to Executive (the "ACCOUNTING FIRM"), which shall provide
      detailed supporting calculations both to Willis US and Executive within
      fifteen (15) business days of Termination Date, or such earlier time as is
      requested by Willis US; PROVIDED that for purposes of determining the
      amount of any Gross-Up Payment, Executive shall be deemed to pay federal
      income tax at the highest marginal rates applicable to individuals in the
      calendar year in which any such Gross-Up Payment is to be made and deemed
      to pay state and local income taxes at the highest effective rates
      applicable to individuals in the state or locality of Executive's
      residence or place of employment in the calendar year in which any such
      Gross-Up Payment is to be made, net of the maximum reduction in federal
      income taxes that can be obtained from deduction of such state and local
      taxes, taking into account limitations applicable to individuals subject
      to federal income tax at the highest marginal rates. All fees and expenses
      of the Accounting Firm shall be borne solely by Willis US. Any Gross-Up
      Payment, as determined pursuant to this Section 4, shall be paid by Willis
      US to Executive (or to the appropriate taxing authority on Executive's
      behalf) when due immediately prior to the date Executive is required to
      make payment of any Excise Tax or other taxes. If the Accounting Firm
      determines that no Excise Tax is payable by Executive, it shall so
      indicate to Executive in writing, with an opinion that Executive has
      substantial authority not to report any Excise Tax on his/her federal
      state, local income or other tax return. Any determination by the
      Accounting Firm shall be binding upon Willis US and the Executive absent a
      contrary determination by the Internal Revenue Service or a court of
      competent jurisdiction; PROVIDED, HOWEVER, that no such determination
      shall eliminate or reduce Willis US's obligation to provide any Gross-Up
      Payment that shall be due as a result of such contrary determination. As a
      result of the uncertainty in the application of Section 4999 of the Code
      (or any successor provision thereto) and the possibility of similar
      uncertainty regarding state or local tax law at the time of any
      determination by the Accounting Firm hereunder, it is possible that the
      amount of the Gross-Up Payment determined by the Accounting Firm to be due
      to (or on behalf of) Executive was lower than the amount actually due
      ("UNDERPAYMENT"). In the event that Willis US exhausts its remedies
      pursuant to Section 4(c) and Executive thereafter is required to make a
      payment of any Excise Tax, the Accounting Firm shall determine the amount
      of the Underpayment that has occurred as promptly as possible and notify
      Willis US and Executive of such calculations, and any such Underpayment
      (including the Gross-Up Payment to Executive) shall be promptly paid by
      Willis US to or for the benefit of Executive within five (5) business days
      after receipt of such determination and calculations.


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            (c) Executive shall notify Willis US in writing of any claim by the
      Internal Revenue Service that, if successful, would require the payment by
      Willis US of any Gross-Up Payment. Such notification shall be given as
      soon as practicable but no later than ten (10) business days after
      Executive is informed in writing of such claim and shall apprise Willis US
      of the nature of such claim and the date on which such claim is requested
      to be paid. The Executive shall not pay such claim prior to the expiration
      of the thirty (30) day period following the date on which he gives such
      notice to Willis US (or such shorter period ending on the date that any
      payment of taxes with respect to such claim is due). If Willis US notifies
      Executive in writing prior to the expiration of such period that it
      desires to contest such claim, Executive shall (i) give Willis US any
      information which is in Executive's possession reasonably requested by
      Willis US relating to such claim, (ii) take such action in connection with
      contesting such claim as Willis US shall reasonably request in writing
      from time to time, including, without limitation, accepting legal
      representation with respect to such claim by an attorney reasonably
      selected by Willis US, (iii) cooperate with Willis US in good faith in
      order to effectively contest such claim, and (iv) permit Willis US to
      participate in any proceedings relating to such claim; PROVIDED, HOWEVER,
      that Willis US shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with
      such contest and shall indemnify and hold Executive harmless, on an
      after-tax basis, for any Excise Tax or income tax (including interest and
      penalties with respect thereto) imposed as a result of such representation
      and payment of costs and expenses. Without limitation on the foregoing
      provisions of this Section 4(c), Willis US shall control all proceedings
      taken in connection with such contest and, at its sole option, may pursue
      or forego any and all administrative appeals, proceedings, hearings and
      conferences with the taxing authority in respect of such claim and may, at
      its sole option, either direct Executive to pay the tax claimed and sue
      for a refund or contest the claim in any permissible manner, and Executive
      agrees to prosecute such contest to a determination before any
      administrative tribunal, in a court of initial jurisdiction and in one or
      more appellate courts, as Willis US shall determine; PROVIDED, FURTHER,
      that if Willis US directs Executive to pay such claim and sue for a
      refund, Willis US shall advance the amount of such payment to Executive,
      on an interest-free basis, and shall indemnify and hold Executive
      harmless, on an after-tax basis, from any Excise Tax or income tax
      (including interest or penalties with respect thereto) imposed with
      respect to such advance or with respect to any imputed income with respect
      to such advance (including the applicable Gross-Up Payment); PROVIDED,
      FURTHER, that if Executive is required to extend the statute of
      limitations to enable Willis US to contest such claim, Executive may limit
      this extension solely to such contested amount. Willis US's control of the
      contest shall be limited to issues with respect to which a Gross-Up
      Payment would be payable hereunder and Executive shall be entitled to
      settle or contest, as the case may be, any other issue raised by the
      Internal Revenue Service or any other taxing authority.

            (d) If, after the receipt by Executive of an amount paid or advanced
      by Willis US pursuant to this Section 4, Executive becomes entitled to
      receive any refund with respect to a Gross-Up Payment, Executive shall
      (subject to Willis US's complying with the requirements of Section 4(c))
      promptly pay to Willis US the amount of such refund received (together
      with any interest paid or credited thereon after taxes applicable
      thereto). If, after the receipt by Executive of an amount advanced by
      Willis US pursuant


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      to Section 4(c), a determination is made that Executive shall not be
      entitled to any refund with respect to such claim and Willis US does not
      notify Executive in writing of its intent to contest such denial of refund
      prior to the expiration of thirty (30) days after such determination, then
      such advance shall be forgiven and shall not be required to be repaid and
      the amount of such advance shall offset, to the extent thereof, the amount
      of the Gross-Up Payment required to be paid.

      5. OWNERSHIP OF BUSINESS. All business activity participated in by
      Executive as an employee of Willis US, and Executive's execution of his
      duties and responsibilities to Willis Group, Willis US and their related
      entities as set forth in Section 1(a), above (the "BUSINESS ACTIVITY")
      shall be conducted solely on behalf of Willis Group, Willis US and their
      related entities. Executive shall have no right to share in any commission
      or fee resulting from such Business Activity, other than the compensation
      referred to in Section 1(b), above, and any monies due to Willis Group,
      Willis US or their related entities as a result of Business Activity which
      may be collected by Executive on behalf of Willis Group, Willis US or
      their related entities shall be promptly paid over to Willis Group, Willis
      US or their related entities.

      6. CONFIDENTIAL INFORMATION; NONCOMPETITION AND NONSOLICITATION. In
      consideration of Willis US entering into this Agreement with Executive,
      Executive hereby agrees effective as of the Effective Date that, without
      Willis US's prior written consent, Executive shall not:

            (a) While employed and at any time thereafter, directly or
      indirectly, disclose any Confidential Information (as defined below)
      pertaining to the business of any member of the Restricted Group (as
      defined below), except when required by law; or

            (b) At any time during Executive's employment with Willis US and
      thereafter during the Noncompete Period, directly or indirectly (i) be
      engaged in or have financial interest (other than an ownership position of
      less than 5% in any company whose shares are publicly traded or any
      non-voting non-convertible debt securities in any company or through a
      mutual fund, private equity fund or other pooled account in which
      Executive has no discretion as to investment decisions) in any business in
      Competition (as defined below) with the Restricted Group (as defined
      below), (ii) solicit, accept or perform, other than on the Restricted
      Group's behalf, (x) insurance or fidelity or surety bond brokerage, or
      agency, business, (y) risk management, claims administration,
      self-insurance, or related consulting or (z) any other material types of
      business performed by the Restricted Group for any client with whom
      Executive has had business dealings, or any prospective client from whom
      Executive has materially participated in soliciting business, in either
      case on behalf of the Restricted Group within the last twelve (12) months
      of Executive's employment with Willis US or (iii) other than in performing
      his duties for Willis US, solicit any person who is or has been employed
      by any member of the Restricted Group at any time during the 6 months
      prior to the date of such solicitation to Compete with any member of the
      Restricted Group, PROVIDED that the foregoing shall not prevent Executive
      from serving as a reference for any given individual employee.


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            (c) As used in this Agreement, the term "CONFIDENTIAL INFORMATION"
      means all non-public information (where such information is not otherwise
      public as a result of Executive's breach of this Section 6) concerning the
      financial data, strategic business plans, and other non-public,
      proprietary, and confidential information of Willis Group, Willis UK,
      Willis US or any of their subsidiaries (the "RESTRICTED GROUP") as in
      existence during Executive's employment with, or performance of any
      consulting services for, Willis US (and/or any other member of the
      Restricted Group) and as of the date of any termination of such employment
      or such performance of services. As used in this Agreement, a business
      shall be in "COMPETITION" if, at the time of Executive joining such
      business, it is principally engaged in (i) the insurance or surety or
      fidelity bond brokerage, or agency, business, (ii) risk management, claims
      administration, self-insurance, or risk management consulting, (iii) other
      material business performed by any member of the Restricted Group at the
      time of Executive's termination of Employment or (iv) if it is a business
      in which any member of the Restricted Group has taken material steps
      toward engaging. The Executive shall not be in competition if he is
      involved in a portion of a business of a competitor that is itself not in
      Competition. Finally the "NONCOMPETE PERIOD" shall mean (i) upon a
      termination of employment at any time during the Initial Period, twelve
      (12) months; (ii) upon a termination of employment on or after the end of
      the Initial Period but prior to the end of the Term, the lesser of (x)
      twenty-four (24) months and (y) the remainder of the Term; PROVIDED,
      HOWEVER, that in no event shall the Noncompete Period be less than twelve
      (12) months.

      7. MISCELLANEOUS

            (a) INTEGRATED AGREEMENT. Except as otherwise provided in this
      Section 6, this document, together with the letter agreement dated as of
      March 26, 2001, executed simultaneously herewith, embodies the complete
      understanding and agreement of the parties hereto relating to Executive's
      employment; PROVIDED, HOWEVER, that this Agreement shall be in addition to
      and not in lieu of the agreements relating to Executive's subscription to,
      purchase of, and option to purchase, Shares, as referenced in Section
      1(g), above. This Agreement may not be amended or terminated orally, but
      only by a writing executed by both parties hereto.

            (b) SEVERABILITY. If any term of this Agreement is rendered,
      declared or held to be invalid or unenforceable by any judicial,
      legislative or administrative action, the remaining provisions hereof
      shall remain in full force and effect, shall in no way be affected,
      impaired or invalidated, and shall be enforced to the full extent
      permitted by law and equity.

            (c) NOTICES. Any notices given pursuant to this Agreement shall be
      sent by certified mail or a nationally recognized courier service, with
      proof of delivery, to the addresses set forth below (or, in the event of
      an address change by either party, to the then-current address of the
      party, as specified in any written change-of-address notice properly
      furnished under this Section 7(c)).


<PAGE>

      If to Willis US:

      Willis North America, Inc.
      26 Century Boulevard
      Nashville, Tennessee 37214
      Attention:  Mary Caiazzo, Esq.

      If to Willis Group:

      Willis Group Holdings Limited
      c/o Willis Group Limited
      Ten Trinity Square
      London England EC3P 3AX
      Attention:  Corporate Secretary

      With a copy to:

      Simpson Thacher & Bartlett
      425 Lexington Avenue
      New York, New York 10017
      Attention:  Alvin Brown, Esq.

      If to Executive:

      Mr. Joseph Plumeri

      To the most recent address set forth in the personnel records of Willis US

      With a copy to:

      Proskauer Rose LLP
      1585 Broadway
      New York, New York 10036
      Attention:  Michael S. Sirkin, Esq.

            (d) GOVERNING LAW; REMEDIES. The substantive laws of New York shall
      govern this Agreement, without giving effect to its conflicts of law
      principles. Any disputes or issues arising out of or relating to any
      equity in Willis Group that Executive has received or may become entitled
      to receive shall also be governed by the laws of the State of New York or,
      with respect to any stock options granted on Shares, (except to the extent
      it involves interpretation under the Employment Agreement), the laws of
      Bermuda, without regard to conflicts of law principles in any event.
      Executive acknowledges that there is no adequate remedy at law for any
      breach of the provisions of Section 6 of this Agreement and that, in
      addition to any other remedies to which it may otherwise be entitled as a
      matter of law, Willis US shall be entitled to injunctive relief in the
      event of any such breach.
<PAGE>

            (e) WAIVER. The waiver by any party of any breach of this Agreement
      shall not operate or be construed as a waiver of that party's rights upon
      any subsequent or different breach.

            (f) SUCCESSORS AND ASSIGNS; THIRD-PARTY BENEFICIARIES. This
      Agreement shall inure to the benefit of and be binding upon and
      enforceable against the heirs, legal representatives and assigns of
      Executive and the successors and permitted assigns of Willis US. Any
      amounts due Executive as of his death shall be paid to his designated
      beneficiary, or if none, his estate. Willis Group's direct and indirect
      subsidiaries are intended third-party beneficiaries of all promises and
      covenants made by Executive herein in favor of Willis US in Section 6
      hereof. As such, insofar as they are affected by any breach, of this
      Agreement by Executive, Willis Group's direct and indirect subsidiaries
      may enforce Executive's covenants and promises herein to the same extent
      that Willis US has a right to do. Willis US may not assign this Agreement
      or its rights hereunder except as part of a sale of, and to the acquirer
      of, all or substantially all of the securities and/or assets of Willis US
      and then only if the assignee and the ultimate parent entity of the
      assignee (if applicable) promptly deliver to Executive a written
      assumption of the obligations hereunder in a form reasonably acceptable to
      Executive (or, to the extent otherwise required to bind an entity other
      than an entity incorporated under the laws of the United States, the
      equivalent documentation therefor).

            (g) COUNTERPARTS. This Agreement may be signed in counterparts, each
      of which shall be an original, with the same effect as if the signatures
      thereto and hereto were upon the same instrument.

            (h) LEGAL FEES. Willis US shall promptly pay Executive's reasonable
      legal and financial advisory fees incurred in connection with entering
      into this Agreement and shall, to the extent such amounts would be taxable
      to Executive, fully gross up such payments so that Executive shall have no
      net after-tax cost in respect of such payments.

            (i) ARBITRATION. Any dispute hereunder or with regard to any
      document or agreement referred to herein, other than injunctive relief
      under Section 7(d) hereof, shall be resolved by arbitration before the
      American Arbitration Association in New York City, New York. The
      determination of the arbitrator shall be final and binding on the parties
      hereto and may be entered in any court of competent jurisdiction. In the
      event of any arbitration or other disputes with regard to this Agreement
      or any other document or agreement referred to herein, Willis US shall pay
      Executive's legal fees and disbursements promptly upon presentation of
      invoices thereof, subject to an obligation of Executive to repay such
      amounts if an arbitrator finds Executive's positions in such arbitration
      or dispute to have been frivolous or made in bad faith.

            (j) JURISDICTION. Willis US and Wills Group each hereby consents to
      the jurisdiction of the federal and state courts in the State of New York,
      irrevocably waives any objection it may now or hereafter have to laying of
      the venue of any suit, action, or proceeding in connection with this
      Agreement in any such court, and agrees that service upon it shall be
      sufficient if made by registered mail.


<PAGE>




            IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.

EMPLOYER:

WILLIS NORTH AMERICA, INC.

By: __________________________
Name: ________________________
Title: _______________________


AND, signed as a Deed and delivered    )  _____________________________
By WILLIS GROUP HOLDINGS               )  Director
LIMITED for the limited purpose of     )
Sections 1(f), 7(i) and 7(j).          )  _____________________________
                                          Director/Secretary
EXECUTIVE:

__________________________
Joseph J. Plumeri