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                                                                     Exhibit 4.3

                          WILLIS GROUP HOLDINGS LIMITED
                 2001 NORTH AMERICA EMPLOYEE STOCK PURCHASE PLAN

1.    PURPOSE OF THE PLAN

            The purpose of the Plan is to give eligible employees of WILLIS
GROUP HOLDINGS LIMITED's Subsidiaries in the United States of America and Canada
the ability to benefit from the added interest that such employees will have in
the welfare of the Company as a result of their increased equity interest in
that Company.


2.    SECTION 423 OF THE CODE

            The Plan is intended to qualify as an "employee stock purchase plan"
within the meaning of Section 423 of the Code or any successor section thereto.
Accordingly, all Participants shall have the same rights and privileges under
the Plan, subject to any exceptions that are permitted under Section 423(b)(5)
of the Code. Any provision of the Plan that is inconsistent with Section 423 of
the Code or any successor provision shall, without further act or amendment, be
reformed to comply with the requirements of Section 423. This Section 2 shall
take precedence over all other provisions in the Plan.


3.    DEFINITIONS

            The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

      (a)   ACT: The Securities Exchange Act of 1934, as amended, or any
            successor thereto.

      (b)   BOARD: The Board of Directors of the Company or a duly authorized
            committee of the Board.

      (c)   CHANGE IN CONTROL: Such term means: (i) sale of all or substantially
            all of the assets of the Company or Willis Group to a Person or
            Group that is not Kohlberg Kravis Roberts & Co. or an affiliate
            thereof (collectively, the "KKR PARTNERSHIPS"), (ii) a sale by any
            member of the KKR Partnerships resulting in more than 50% of the
            voting stock of the Company or Willis Group being held by a Person
            or Group that is not a member of the KKR Partnerships or (iii) a
            merger, consolidation, recapitalization or reorganization of the
            Company or Willis Group with or into another Person which is not a
            member of the KKR Partnerships; and following any of the foregoing
            events in (ii)-(iii), (x) the KKR Partnerships no longer have the
            ability, without the approval of a Person or Group who is not a
            member of the KKR Partnerships, to elect a majority of the Board of
            Directors of the Company (or the resulting entity) and (y) any
            Person or Group who is not a member of the KKR Partnerships is or
            becomes the Beneficial Owner, directly or indirectly, in the
            aggregate, of a greater percentage of the total voting power of the
            Company or Willis Group than that held, directly or indirectly, in
            the aggregate, by the KKR Partnerships. For purposes of this
            definition, "BENEFICIAL OWNER" shall have the same meaning as
            defined in Rules 13d-3 and 13d-5 under the Exchange Act, which shall
            in any event include having the power to vote (or cause to be voted)
            pursuant to contract, irrevocable proxy or otherwise, and which, for
            purposes of the calculation under clause (y), shall be deemed to
            include shares that any such Person or Group has a right to acquire,
            whether such right is exercisable immediately or only after the
            passage of time.


      (d)   CODE: The Internal Revenue Code of 1986, as amended, or any
            successor thereto.

      (e)   COMPANY: Willis Group Holdings Limited, a company with limited
            liability organized under the laws of Bermuda.

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      (f)   COMPENSATION: Base salary, AIP and office profit bonuses or other
            miscellaneous bonuses as defined in the payroll system, commissions,
            production incentives, overtime and shift pay, in each case prior to
            reductions for pre-tax contributions made to a plan or salary
            reduction contributions to a plan excludable from income under
            Section 125 of the Code. Notwithstanding the foregoing, Compensation
            shall exclude any other form of remuneration not listed above
            including, severance pay, stay-on bonuses, long-term bonuses,
            retirement income, change-in-control payments, contingent payments,
            income derived from stock options, stock appreciation rights and
            other equity-based compensation and other forms of special
            remuneration.

      (g)   DISABILITY: Inability to engage in any substantial gainful activity
            by reason of a medically determinable physical or mental impairment
            which constitutes a permanent and total disability, as defined in
            Section 22(e)(3) of the Code (or any successor section thereto). The
            determination whether a Participant has suffered a Disability shall
            be made by the Board based upon such evidence as it deems necessary
            and appropriate. A Participant shall not be considered disabled
            unless he or she furnishes such medical or other evidence of the
            existence of the Disability as the Board, in its sole discretion,
            may require.

      (h)   DISQUALIFYING DISPOSITION: As such term is defined in Section 11(h)
            of the Plan.

      (i)   EFFECTIVE DATE: The date on which the Plan takes effect, as defined
            pursuant to Section 22 of the Plan.

      (j)   FAIR MARKET VALUE: On a given date, the closing bid price of the
            Shares as reported on such date on the Composite Tape of the
            principal national securities exchange on which such Shares are
            listed or admitted to trading, or, if no Composite Tape exists for
            such national securities exchange on such date, then the closing bid
            price on the first date on which it is otherwise reported on the
            principal national securities exchange on which such Shares are
            listed or admitted to trading, or, if the Shares are not listed or
            admitted on a national securities exchange, the closing bid price of
            the Shares on such date as quoted on the National Association of
            Securities Dealers Automated Quotation System (or such market in
            which such prices are regularly quoted), or, if there is no market
            on which the Shares are regularly quoted, the Fair Market Value
            shall be the value established by the Board in good faith. If no
            sale of Shares shall have been reported on such Composite Tape or
            such national securities exchange on such date or quoted on the
            National Association of Securities Dealer Automated Quotation System
            on such date, then the immediately preceding date on which sales of
            the Shares have been so reported or quoted shall be used. For
            purposes of the Plan's first Offering Period, the Fair Market Value
            of the Shares on the Offering Date shall be their offering price in
            the Initial Public Offering.

      (k)   GROUP: A "group" as such term is used in Sections 13(d) and 14(d)
            of the Exchange Act, acting in concert.

      (l)   INITIAL PUBLIC OFFERING: The initial offer for sale of Shares to the
            public pursuant to the effective registration statement on Form F-1
            filed under the Act.

      (m)   MAXIMUM SHARE AMOUNT: Subject to Section 423 of the Code, the
            maximum number of Shares that a Participant may purchase in any
            given Offering Period or for any given year shall be determined by
            the Board; provided however, the maximum number of Shares that a
            Participant may purchase for any given year is U.S. $25,000 worth of
            Shares (as determined as of each Offering Date) in each calendar
            year during which an option is granted to such Participant.

      (n)   OFFERING DATE: The first date of an Offering Period.

      (o)   OFFERING PERIOD: An offering period described in Section 6 of the
            Plan.

      (p)   OPTION: A stock option granted pursuant to Section 9 of the Plan.


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      (q)   PARTICIPANT: An individual who is eligible to participate in the
            Plan pursuant to Section 7 of the Plan.

      (r)   PARTICIPATING SUBSIDIARY: A Subsidiary of the Company that is
            selected to participate in the Plan by the Committee in its sole
            discretion.

      (s)   PAYROLL DEDUCTION ACCOUNT: An account to which payroll deductions of
            Participants are credited under Section 11(c) of the Plan.

      (t)   PERSON: As such term is used for purposes of Section 13(d) or 14(d)
            of the Act (or any successor section thereto).

      (u)   PLAN: The Willis Group Holdings Limited 2001 North America Employee
            Stock Purchase Plan, as amended from time to time.

      (v)   PLAN BROKER: A stock brokerage or other financial services firm
            designated by the Board in its sole discretion.

      (w)   PURCHASE DATE: The last date of an Offering Period.

      (x)   PURCHASE PRICE: The purchase price per Share, as determined pursuant
            to Section 10 of the Plan.

      (y)   WILLIS GROUP: The Company and its Subsidiaries.

      (z)   SHARES: Shares of common stock of the Company.

      (aa)  SUBSIDIARY: A subsidiary corporation, as defined in Section 424(f)
            of the Code (or any successor section thereto).

4.    SHARES SUBJECT TO THE PLAN

            Subject to the adjustment provision in Section 14 of the Plan, the
total number of Shares which shall be made available for sale under the Plan
shall be 1,000,000 Shares to be allocated among Offering Periods as the Board
shall determine. If the Board determines that, on a given Purchase Date, the
number of Shares with respect to which options are to be exercised may exceed
(i) the number of Shares available for sale under the Plan on the Offering Date
of the applicable Offering Period or (ii) the number of Shares available for
sale under the Plan on such Purchase Date, the Board may in its sole discretion
provide (x) that the Company shall make a pro rata allocation of the Shares
available for purchase on such Offering Date or Purchase Date, as applicable, in
as uniform manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Shares on such Purchase Date, and continue all Offering Periods then in effect
or (y) that the Company shall make a pro rata allocation of the Shares available
for purchase on such Offering Date or Purchase Date, as applicable, in as
uniform a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Shares on such Purchase Date, and terminate any or all Offering Periods then in
effect. The Company may make pro rata allocation of the Shares available on the
Offering Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of Additional Shares (defined below)
for issuance under the Plan by the Company's stockholders subsequent to such
Offering Date. The Shares may consist, in whole or in part, of unissued Shares,
treasury Shares or Shares purchased on the open market. The issuance of Shares
pursuant to the Plan shall reduce the total number of Shares available under the
Plan.



5.    ADMINISTRATION OF THE PLAN AND ADMINISTRATIVE FEES

            The Plan shall be administered by the Board, which may delegate its
duties and powers in whole or in part to any subcommittee thereof. The Board is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or


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desirable for the administration of the Plan. The Board may correct any defect
or supply any omission or reconcile any inconsistency in the Plan in the manner
and to the extent the Board deems necessary or desirable. Any decision of the
Board in the interpretation and administration of the Plan, as described herein,
shall lie within its sole and absolute discretion and shall be final, conclusive
and binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors). Subject to any applicable
law, the Board may delegate its duties and powers under the Plan to such
persons, board of directors of subsidiaries or committees thereof as it
designates in it sole discretion. The Board may impose reasonable administrative
fees on Participants to defray the administrative costs of the Plan, which shall
in no event exceed the actual administrative costs of the Plan. At least
annually, each Participant will receive a copy of the Company's financial
statement.


6.    OFFERING PERIODS

            The Plan shall be implemented by a series of Offering Periods of six
(6) months' duration, with new Offering Periods commencing on the date
determined by the Board. The first Offering Period shall commence on the
effective date of the registration statement on Form S-8 covering the Plan,
which is expected to be on or shortly after the effective date of the
registration statement on Form F-1 relating to the Initial Public Offering and
continue to and including August 31, 2001. The Plan shall continue until
terminated in accordance with Section 17 hereof. Notwithstanding the foregoing,
the Board may change the duration, frequency and/or commencement of any Offering
Period, subject to the limitations under Section 423 of the Code and all
applicable state and local laws.


7.    ELIGIBILITY

            (a)   Any individual whose (i) customary employment by a
                  Participating Subsidiary is more than 20 hours per week, (ii)
                  customary employment by a Participating Subsidiary is for more
                  than five (5) months in any calendar year; and (iii)
                  employment by a Participating Subsidiary has continued for
                  more than 3 months prior to the beginning of an Offering
                  Period, is eligible to participate in the Plan commencing with
                  that Offering Period. Notwithstanding the foregoing, the Board
                  shall have discretion, in subsequent Offering Periods, to
                  exclude from the Plan one or more of the following categories
                  of employees:

                        (1)   employees who have not been continuously employed
                              by a Participating Subsidiary for such period (not
                              to exceed two years) as the Board may determine,
                              ending on the Offering Date;
                        (2)   employees whose customary employment is 20 hours
                              or less per week;
                        (3)   employees whose customary employment is for not
                              more than five (5) months in any calendar year;
                              and
                        (4)   highly compensated employees.

            (b)   In no event shall an employee be granted an option under the
                  Plan if, immediately after the grant, such Employee (or any
                  other person whose stock would be attributed to such employee
                  pursuant to Section 424(d) of the Code) would own capital
                  stock of the Company and/or hold outstanding options to
                  purchase stock possessing five percent (5%) or more of the
                  total combined voting power or value of all classes of stock
                  of the Company or of any subsidiary of the Company.


8.    PARTICIPATION IN THE PLAN

            The Board shall set forth procedures pursuant to which Participants
may elect to participate in a given Offering Period under the Plan. For the
first Offering Period, Participants will have a period of days measured from the
Offering Date which period will be set by the Board to elect to participate in
said Offering Period under the Plan. Once a Participant elects to participate in
an Offering Period, such employee shall automatically participate in all
subsequent Offering Periods, unless the employee (a) makes a new election or (b)
withdraws from an Offering Period or from the Plan pursuant to Section 12 of the
Plan.


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9.    GRANT OF OPTION ON ENROLLMENT

            Each Participant who elects to participate in a given Offering
Period shall be granted (as of the first date of the Offering Period) an Option
to purchase (as of the Purchase Date) a number of Shares equal to the lesser of
(i) the Maximum Share Amount reduced by any purchases that have already been
made under the Plan during the same calendar year in which the purchases for
this Offering Period will be made or (ii) the number determined by dividing the
amount accumulated in such employee's payroll deduction account during such
Offering Period by the Purchase Price;


10.   PURCHASE PRICE

            The Purchase Price at which a Share will be sold for in the Plan's
first Offering Period shall be the Fair Market Value of a Share on the first day
of such Offering Period. Thereafter, the Purchase Price at which a Share will be
sold for in a given Offering Period, as of the Purchase Date, shall be
determined by the Board but shall not be less than eighty-five percent (85%) of
the lesser of:

            (a)   the Fair Market Value of a Share on the first day of the
                  Offering Period; or

            (b)   the Fair Market Value of a Share on the last day of the
                  Offering Period.

            Provided, however, that with respect to all Offering Periods except
the first Offering Period, in the event (i) of any increase in the number of
Shares available for issuance under the Plan as a result of a
stockholder-approved amendment to the Plan (the date on which such amendment is
approved, the "Approval Date"), and (ii) all or a portion of such additional
Shares are to be issued with respect to one or more Offering Periods that are
underway at the time of such increase ("Additional Shares") and (iii) the Fair
Market Value of a Share on the date of such increase (the "Approval Date Fair
Market Value") is higher than the Fair Market Value on the Offering Date for any
such Offering Period, then in such instance the Approval Date is deemed to be
the first day of a new Offering Period, and the Purchase Price with respect to
the Additional Shares shall be determined by the Board but shall not be less
than 85% of the Approval Date Fair Market Value or the Fair Market Value of a
Share on the Purchase Date, whichever is lower.


11.   PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF
      SHARES

            Subject to Sections 12 and 13 of the Plan:

            (a)   Payroll deductions shall be made on each day that Participants
                  are paid during an Offering Period with respect to all
                  Participants who elect to participate in such Offering Period.
                  The deductions shall be made as a percentage of the
                  Participant's Compensation in one percent (1%) increments,
                  from one percent (1%) to fifteen percent (15%) of such
                  Participant's Compensation, as elected by the Participant;
                  PROVIDED, HOWEVER, that no Participant shall be permitted to
                  purchase Shares under this Plan (or under any other "employee
                  stock purchase plan" within the meaning of Section 423(b) of
                  the Code, of the Company or any of its Subsidiaries) with an
                  aggregate Fair Market Value (as determined as of each Offering
                  Date) in excess of U.S. $25,000.00 for any one calendar year
                  within the meaning of Section 423(b)(8) of the Code. For a
                  given Offering Period, payroll deductions shall commence on
                  the Offering Date and shall end on the related Purchase Date,
                  unless sooner altered or terminated as provided in the Plan.

            (b)   For the first Offering Period, Participants will have a period
                  of days measured from the Offering Date which period will be
                  set by the Board to elect the percentage of their Compensation
                  to have deducted in said Offering Period under the Plan.
                  Thereafter, the Board shall specify the procedures for such
                  elections.


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            (c)   A Participant shall not change the rate of payroll deductions
                  once an Offering Period has commenced. The Board shall specify
                  procedures by which a Participant may increase or decrease the
                  rate of payroll deductions for subsequent Offering Periods.
                  Unless a Participant makes a new election to change the rate
                  of payroll deductions at the commencement of an Offering
                  Period, the Participant's most recent election will apply to
                  such new Offering Period.

            (d)   All payroll deductions made with respect to a Participant
                  shall be credited to his or her Payroll Deduction Account
                  under the Plan and shall be deposited with the general funds
                  of the Company. Any administrative fee that may be assessed
                  pursuant to Section 5 above may be deducted from a
                  Participant's Payroll Deduction Account. Interest shall accrue
                  and shall be paid on the amounts credited to such Payroll
                  Deduction Accounts as determined by the Board in its sole
                  discretion. All payroll deductions received or held by the
                  Company may be used by the Company for any corporate purpose,
                  and the Company shall not be obligated to segregate such
                  payroll deductions. A Participant may not make any separate
                  cash payment into his or her Payroll Deduction Account, and
                  payment for Shares purchased under the Plan may not be made in
                  any form other than by payroll deduction.

            (e)   On each Purchase Date, the Company shall apply all funds then
                  in the Participant's Payroll Deduction Account to purchase
                  Shares (in whole and/or fractional Shares, as the case may be)
                  pursuant to the Option granted on the Offering Date. In the
                  event that the number of Shares to be purchased by all
                  Participants in one Offering Period exceeds the number of
                  Shares then available for issuance under the Plan, (i) the
                  Company shall make a pro rata allocation of the remaining
                  Shares available for issuance under the Plan in as uniform a
                  manner as shall be practicable and as the Board shall in its
                  sole discretion determine to be equitable and (ii) all funds
                  not used to purchase Shares on the Purchase Date shall be
                  returned to the Participant.

            (f)   A Participant shall have no interest or voting right in the
                  Shares covered by his or her Option until such Option is
                  exercised. Upon exercise, the Shares received by a Participant
                  under this Plan will carry the same voting rights as other
                  outstanding shares of the same class.

            (g)   As soon as practicable following the end of each Offering
                  Period, the number of Shares purchased by each Participant
                  shall be deposited into an account established in the
                  Participant's name with the Plan Broker to be held by such
                  Broker during the period set forth in Section 423(a)(1) of the
                  Code. Unless otherwise permitted by the Board in its sole
                  discretion, dividends that are declared on the Shares held in
                  such account shall be reinvested in whole or fractional
                  Shares.

            (h)   Once the holding period set forth in Section 423(a)(1) of the
                  Code has been satisfied with respect to a Participant's
                  Shares, the Participant may (i) transfer his or her Shares to
                  another brokerage account of Participant's choosing or (ii)
                  request in writing that a stock certificate be issued to him
                  or her with respect to the whole Shares in his or her account
                  with the Plan Broker and that any fractional Shares remaining
                  in such account be paid in cash to him or her. The Board may
                  require, in its sole discretion, that the Participant bear the
                  cost of transferring such Shares or issuing certificates for
                  such Shares. Any Participant who engages in a "Disqualifying
                  Disposition" of his or her Shares within the meaning of
                  Section 421(b) of the Code shall notify the Company of such
                  Disqualifying Disposition in accordance with Section 20 of the
                  Plan.


12.   WITHDRAWAL

            Each Participant may withdraw from an Offering Period or from the
Plan under such terms and conditions as are established by the Board in its sole
discretion. Upon a Participant's withdrawal from an Offering Period or from the
Plan, all accumulated payroll deductions in the Payroll Deduction Account shall
be returned, with


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such interest as the Board may, in its sole discretion, determine to pay to such
Participant and he or she shall not be entitled to any Shares on the Purchase
Date or thereafter with respect to the Offering Period in effect at the time of
such withdrawal. Such Participant shall be permitted to participate in
subsequent Offering Periods pursuant to such terms and conditions established by
the Board in its sole discretion.


13.   TERMINATION OF EMPLOYMENT

            A Participant whose employment is terminated for any reason shall
cease to participate in the Plan upon his or her termination of employment. Upon
such termination all payroll deductions credited to the Participant's Payroll
Deduction Account shall be returned, with such interest as the Board may, in its
sole discretion, determine to pay to such Participant and such Participant shall
have no future rights in any unexercised Options under the Plan.


14.   ADJUSTMENTS UPON CERTAIN EVENTS

            Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Options granted under the Plan:

                  (a)   GENERALLY. In the event of any change in the outstanding
                        Shares by reason of any Share dividend, split, reverse
                        stock split, reorganization, recapitalization, merger,
                        consolidation, spin-off, combination or exchange of
                        Shares or other corporate exchange, or any distribution
                        to stockholders of Shares other than regular cash
                        dividends, the Board without liability to any person
                        will make such substitution or adjustment, as it deems
                        to be equitable, as to (i) the number or kind of Shares
                        or other securities issued or reserved for issuance
                        pursuant to the Plan, (ii) the Purchase Price and/or
                        (iii) any other affected terms of such Options.

                  (b)   CHANGE IN CONTROL. In the event of a Change in Control,
                        the Board in its sole discretion and without liability
                        to any person may take such actions, if any, as it deems
                        necessary or desirable with respect to any Option or
                        Offering Period as of the date of the consummation of
                        the Change in Control.


15.   NONTRANSFERABILITY

            No Options granted under the Plan shall be transferred, assigned,
pledged or otherwise disposed of in any way by the Participant otherwise than by
will or by the laws of descent and distribution. Any such attempted transfer,
assignment, pledge or other disposition shall be of no force or effect, except
that the Board may treat such act as an election to withdraw from the Offering
Period in accordance with Section 12.


16.   NO RIGHT TO EMPLOYMENT

            The granting of an Option under the Plan shall impose no obligation
on the Participating Subsidiary to continue the employment of a Participant and
shall not lessen or affect the Participating Subsidiary's right to terminate the
employment of such Participant.


17.   AMENDMENT OR TERMINATION OF THE PLAN

            The Plan shall continue until the earliest to occur of the
following: (a) termination of the Plan by the Board , (b) issuance of all of the
Shares reserved for issuance under the Plan, (c) May 31, 2011 or (d) failure to
satisfy the conditions of Section 22 of the Plan. The Board may amend, alter or
terminate the Plan, but no amendment, alteration or termination shall be made
which, (a) without the approval of the stockholders of the Company, would
(except as is provided in Section 14 of the Plan), increase the total number of
Shares reserved for


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                                                                               8


the purposes of the Plan or (b) except as otherwise provided in Section 14(b),
without the consent of a Participant, would impair any of the rights or
obligations under any Option theretofore granted to such Participant under the
Plan; PROVIDED, HOWEVER, that (i) the Board may amend the Plan in such manner as
it deems necessary to permit the granting of Options meeting the requirements of
the Code or other applicable laws and (ii) the Board may terminate the Plan
without the consent of the Participants so long as it returns all payroll
deductions accumulated in the Participants' Payroll Deduction Accounts together
with such interest as the Board may, in its sole discretion, determine to pay.


18.   TAX WITHHOLDING

            (a)   The Participant's employer shall have the right to withhold
                  from such Participant such withholding taxes as may be
                  required by federal, state, local or other law, or to
                  otherwise require the Participant to pay such withholding
                  taxes. Unless the Board specifies otherwise, a Participant may
                  elect to pay a portion or all of such withholding taxes by (a)
                  delivery of Shares or (b) having Shares withheld by the
                  Company from the Shares otherwise to be received. The Shares
                  so delivered or withheld shall have an aggregate Fair Market
                  Value equal to the amount of such withholding taxes.

            (b)   Notwithstanding anything set forth in Section 18(a), an option
                  may not be exercised unless:

                  (i)   the Board considers that the issue or transfer of shares
                        pursuant to such exercise would be lawful in all
                        relevant jurisdictions; and

                  (ii)  in a case where, if the Option were exercised, the
                        Company or a Participating Subsidiary would be obligated
                        to (or would suffer a disadvantage if it were not to)
                        account for any tax (in any jurisdiction) for which the
                        person in question would be liable by virtue of the
                        exercise of the Option and/or for any social security
                        contributions that would be recoverable from the person
                        in question (together, the "Tax Liability"), that person
                        has either:

                        (x)   made a payment to the Company or the relevant
                              Participating Subsidiary of an amount at least
                              equal to the Company's estimate of the Tax
                              Liability; or

                        (y)   entered into arrangements acceptable to the
                              Company or the relevant Participating Subsidiary
                              to secure that such a payment is made (whether by
                              authorizing the sale of some or all of the shares
                              on his behalf and the payment to the Company or
                              the relevant Participating Subsidiary of the
                              relevant amount out of the proceeds of sale or
                              otherwise).

19.   INTERNATIONAL PARTICIPANTS

            With respect to Participants who reside or work outside the United
States of America, the Board may, in its sole discretion, amend the terms of the
Plan with respect to such Participants in order to conform such terms with the
requirements of local law.


20.   NOTICES

            All notices and other communications hereunder shall be in writing
and hand delivered or mailed by registered or certified mail (return receipt
requested) or sent by any means of electronic message transmission with delivery
confirmed (by voice or otherwise) to the parties at the following addresses (or
at such other addresses for a party as shall be specified by like notice) and
will be deemed given on the date on which such notice is received:

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                                                                               9


                         Willis North America Inc.
                         26 Century Boulevard, Fl. 7S
                         Nashville, TN 37214
                         Attention:  Corporate Secretary

                         With a copy to:

                         Willis Group Holdings Limited
                         c/o Willis Group Limited
                         Ten Trinity Square
                         London EC3P 3AX21.
                         Attention Company Secretary

21.   CHOICE OF LAW

            The Plan shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
in the State of New York.


22.   EFFECTIVENESS OF THE PLAN

            The Plan shall become effective on the date on which it is adopted
by the Board (the "Effective Date"); PROVIDED, HOWEVER, that the Plan must be
approved within twelve (12) months after the Effective Date by the stockholders
of the Company. The Participating Subsidiary or Willis North America Inc. may
commence payroll deductions on behalf of Participants pursuant to the Plan prior
to such stockholder approval; PROVIDED, HOWEVER, that the use of such payroll
deductions to purchase Shares pursuant to the exercise of Options hereunder is
contingent upon stockholder approval of the Plan. If stockholder approval of the
Plan is not obtained prior to the first Purchase Date, the Plan shall terminate
and all amounts withheld through payroll deduction or held in a Participant's
Payroll Deduction Account shall be returned to such Participant, without
interest.