EX-10.1






AMENDED AND RESTATED

WILLIS U.S. 2005 DEFERRED COMPENSATION PLAN






1






WILLIS U.S. 2005 DEFERRED COMPENSATION PLAN




Table of Contents




ARTICLE I




Definitions Page




	 	 	 	 	 
	1.1 Account 
	 	 	4	 
	1.2 Administrator 
	 	 	4	 
	1.3 Affiliate 
	 	 	4	 
	1.4 Base Salary 
	 	 	4	 
	1.5 Beneficiary 
	 	 	4	 
	1.6 Base Salary Deferral 
	 	 	4	 
	1.7 Board of Directors 
	 	 	4	 
	1.8 Bonus/Incentive Pay 
	 	 	4	 
	1.9 Bonus/Incentive Pay Deferral 
	 	 	5	 
	1.10 Code 
	 	 	5	 
	1.11 Compensation 
	 	 	5	 
	1.12 Corporation 
	 	 	5	 
	1.13 Deferral Election 
	 	 	5	 
	1.14 Effective Date 
	 	 	5	 
	1.15 Eligible Employee 
	 	 	5	 
	1.16 Employee 
	 	 	5	 
	1.17 Employer 
	 	 	5	 
	1.18 Employer Award 
	 	 	5	 
	1.19 Employment Agreement 
	 	 	5	 
	1.20 In-Service Distribution 
	 	 	5	 
	1.21 Investment Option 
	 	 	6	 
	1.22 Key Employee 
	 	 	6	 
	1.23 Participant 
	 	 	6	 
	1.24 Person 
	 	 	6	 
	1.25 Plan 
	 	 	6	 
	1.26 Plan Year 
	 	 	6	 
	1.27 Retirement 
	 	 	6	 
	1.28 Separation from Service 
	 	 	6	 






1.29 Termination for Cause 6




	 	 	 	 	 
	1.30 Total and Permanent Disability 
	 	 	6	 
	1.31 Trust or Trust Fund 
	 	 	7	 
	1.32 Unforeseeable Emergency 
	 	 	7	 






ARTICLE II

Purpose




2.1 Purpose 7




ARTICLE III

Participation




3.1 Commencement of Participation 7




ARTICLE IV

Contributions




	 	 	 	 	 
	4.1 Base Salary Deferrals 
	 	 	8	 
	4.2 Bonus/Incentive Pay Deferrals 
	 	 	8	 
	4.3 Minimum Annual Deferral 
	 	 	9	 






ARTICLE V

Vesting




5.1 Vesting 9




ARTICLE VI

Accounts




	 	 	 	 	 
	6.1 Accounts 
	 	 	9	 
	6.2 Investments, Gains & Losses 
	 	 	10	 
	6.3 Employer Award 
	 	 	11	 






ARTICLE VII

Distributions




	 	 	 	 	 
	7.1Distribution Eligibility 
	 	 	11	 
	7.2Distribution Due to Unforeseeable Emergency 
	 	 	11	 
	7.3 Distribution Payments 
	 	 	11	 
	7.4 Change in Time and Form of Distribution 
	 	 	12	 






ARTICLE VIII

Beneficiaries




8.1 Beneficiaries 12




ARTICLE IX

Funding




	 	 	 	 	 	 	 	 	 
	 	9.1	 	 	Prohibition Against Funding 
	 	 	13	 
	 	9.2	 	 	Withholding of Employee Contributions 
	 	 	13	 






2




ARTICLE X

Benefit Plans




10.1 Benefit Plans 13




ARTICLE XI

General Provisions




	 	 	 	 	 
	11.1Administrator 
	 	 	13	 
	11.2No Assignment 
	 	 	14	 
	11.3No Employment Rights 
	 	 	14	 
	11.4Incompetence 
	 	 	14	 
	11.5Identity 
	 	 	14	 
	11.6Other Benefits 
	 	 	14	 
	11.7No Liability 
	 	 	15	 
	11.8Expenses 
	 	 	15	 
	11.9Amendment and Termination 
	 	 	15	 
	11.10Employer Determinations 
	 	 	15	 
	11.11Construction 
	 	 	15	 
	11.12Governing Law 
	 	 	15	 
	11.13Severability 
	 	 	15	 
	11.14Headings 
	 	 	16	 
	11.15Terms 
	 	 	16	 
	11.16 Withholding Payroll Taxes 
	 	 	16	 
	11.17 Law Changes 
	 	 	16	 






3




AMENDED AND RESTATED

WILLIS U.S. 2005 DEFERRED COMPENSATION PLAN




WHEREAS, the Employer has adopted the Willis U.S. 2005 Deferred Compensation Plan (the “Plan”)
for the purposes of (i) establishing a program that would enable it to attract and retain Employees
of outstanding competence, (ii) providing additional benefits for selected management and highly
compensated Employees, and (iii) providing for the future income security of selected management
and highly compensated employees; and



WHEREAS, the Employer desires to amend and restate the Plan effective as of January 1, 2010;
and



NOW, THEREFORE, the Employer hereby adopts the Amended and Restated Plan, under the name the
“Amended and Restated Willis U.S. 2005 Deferred Compensation Plan,” as follows:



ARTICLE I

Definitions




1.1 Account. Account means the bookkeeping account established for each Participant
as provided in section 6.1 hereof.



1.2 Administrator. Administrator means the Benefits Committee of the Corporation or
its designee, except as otherwise determined by either the board of directors of the Corporation or
the Executive Management Committee of Willis Group Holdings.



1.3 Affiliate. Affiliate means an individual, partnership, corporation, limited
liability company, business trust, joint share company, trust, unincorporated association, joint,
venture, governmental authority or other entity of whatever nature.



1.4 Base Salary. Base Salary means the Participant’s Compensation excluding the
following: auto allowances; Bonus/Incentive Pay; welfare benefits; fringe benefits and any other
non-cash remuneration; grants of restricted stock; amounts realized from the sale, exchange or
other disposition of stock acquired under a stock option or any other similar arrangement; and
moving expense reimbursements.



1.5 Beneficiary. Beneficiary has the meaning ascribed thereto in ARTICLE VIII.



1.6 Base Salary Deferral. Base Salary Deferral means the portion of Base Salary that
a Participant elects to defer in accordance with section 4.1 hereof.



1.7 Board of Directors. Board of Directors or Board means the board of Willis Group
Holdings Limited.



 



1.8 Bonus/Incentive Pay. Bonus/Incentive Pay means the portion of the Participant’s
Compensation which consists of payments made pursuant to the Employer’s annual incentive plans,
production incentive plans, sales commissions plans, any other incentive or bonus plans
established by the Employer, as well as any other miscellaneous bonus including, without
limitation, signing bonuses.



1.9 Bonus/Incentive Pay Deferral. Bonus/Incentive Pay Deferral means the portion of
Bonus/Incentive Pay that a Participant elects to defer in accordance with section 4.2 hereof.



1.10 Code. Code means the Internal Revenue Code of 1986, as amended.



1.11 Compensation. Compensation means the Participant’s earned income from the
Employer as reported on Forms W-2 for federal income tax purposes.



1.12 Corporation. Corporation means Willis North America Inc. or any successor
thereto.



1.13 Deferral Election. Deferral Election means the separate written agreement,
submitted to the Administrator, by which an Eligible Employee agrees to participate in the Plan and
make Base Salary Deferrals and/or Bonus/Incentive Pay Deferrals thereto in accordance with the
provisions of sections 4.1 and 4.2 hereof, and any delay in distributions pursuant to section 7.4
hereof.



1.14 Effective Date. Effective Date means November 10, 2004, the date the Plan shall
become effective.



1.15 Eligible Employee. Eligible Employee means any Employee of the Employer who is
considered to be a select group of management or is highly compensated within the meaning of the
Employee Retirement Income Security Act of 1974, and who is selected and designated in writing as
an Eligible Employee by the chief executive officer or chief operating officer of the Corporation.



1.16 Employee. Employee means any person employed by the Employer in a regular
full-time capacity as defined by the Human Resource Policies and Procedures Manual of the
Corporation.



1.17 Employer. Employer means the Corporation and any of its majority-owned
subsidiaries, or any other U.S. corporation part of the Willis Group Holdings Limited affiliated
group.



1.18 Employer Award. Employer Award means a discretionary contribution made by the
Employer that is credited to one or more Participant’s Accounts in accordance with the terms of
section 6.3 hereof.



1.19 Employment Agreement. Employment Agreement means an employment agreement which
has been approved by a vote of the Compensation Committee of the board of directors of Willis Group
Holdings Limited.



1.20 In-Service Distribution. In-Service Distribution means a distribution to a
Participant while still employed by the Employer based upon the occurrence of the date designated
by Participant in his or her Deferral Election; provided, however, that an In-Service Distribution
shall be made no earlier than the expiration of the five (5) year period ending at the end of the
calendar year in which the deferral is made.



1.21 Investment Option. Investment Option has the meaning ascribed thereto in section
6.2.



1.22 Key Employee. A Key Employee is (1) an officer who earns greater than $130,000
in Compensation (as adjusted under section 416(i)(1) of the Code), (2) an owner of five percent
(5%) or more of the outstanding common stock of Willis Group Holdings Limited, (3) an owner of one
percent (1%) or more of the outstanding common stock of Willis Group Holdings Limited who earns
greater than $150,000 in Compensation, or (4) as such term is defined in any amendment to Section
416(i) of the Code. For purposes of 1.22(1), no more than 50 employees shall be treated as
officers.



1.23 Participant. An Eligible Employee who has either (1) submitted a Deferral
Election agreeing to participate in the Plan, or (2) been credited with a deferred compensation
benefit under an Employment Agreement with Employer, or (3) been granted an Employer Award; and
whose Account has not been fully paid out.




1.24 Person. Person means an individual, partnership, corporation, limited liability
company, business trust, joint share company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.



1.25 Plan. The Willis U.S. 2005 Deferred Compensation Plan, as in effect and as may
be amended from time to time.



1.26 Plan Year. The twelve (12) consecutive month period beginning January 1 and
ending December 31.



1.27 Retirement. In the event the Participant has an Employment Agreement that
defines the term Retirement, as defined therein. If not, Retirement means a Separation From Service
at such time as the Participant is eligible to receive an immediate benefit under the terms of the
Willis North America Inc. Pension Plan or successor plan thereto.



1.28 Separation From Service. Separation From Service means the severance of a
Participant’s employment with the Employer for any reason, including without limitation, death,
Retirement or Total and Permanent Disability, voluntary or involuntary resignation, or termination
with or without cause, or as defined within Section 409A of the Code.



1.29 Termination for Cause. In the event the Participant has an Employment Agreement
which defines the term Termination For Cause, as defined therein. If not, Termination for Cause
means the termination of a Participant’s employment by the Employer for chronic absenteeism (other
than for medical reasons, as determined by a physician), chronic inattention to duties, material
dishonesty in the conduct of the business of the Employer, the commission of a willful act or
willful omission intended materially to injure the business of the Employer, or for any reason
which constitutes a termination for cause under the Participant’s Employment Agreement, or for any
other reason that the Administrator reasonably decides is a termination for cause.



1.30 Total and Permanent Disability. In the event the Participant has an Employment
Agreement which defines Total and Permanent Disability or a similar term, as defined therein. If
not, Total and Permanent Disability means any medically determinable physical or mental disorder
that renders a Participant incapable of continuing in the employment of the Employer and is
considered a long-term disability under the Employer’s Long-Term Disability Plan and qualifies for
Social Security Disability Benefits or as such term is defined within Section 409A of the Code.



1.31 Trust or Trust Fund. Trust or Trust Fund means any trust established to hold
amounts set aside by the Corporation in accordance with Article 6.1.



1.32 Unforeseeable Emergency. Unforeseeable Emergency means a severe financial
hardship to the Participant resulting from an illness or accident of the Participant or of a
dependent of the Participant, loss of the Participant’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Participant, or as such term is defined in any amendment to Section 409A(2)(B)(ii). The
circumstances that will constitute an Unforeseeable Emergency would depend upon the facts of each
case, but, in any case, payment may not be made in the event that such hardship is or may be
relieved:



(a) Through reimbursement or compensation by insurance or otherwise,



(b) By liquidation of the Participant’s assets, to the extent that liquidation of such assets
would not itself cause severe financial hardship, or



(c) By cessation of deferrals under the Plan.



The need to send a Participant’s child to college or the desire to purchase a home shall not be an
Unforeseeable Emergency.



ARTICLE II

Purpose




2.1 Purpose. The purpose of this Plan is to secure for the Employer the benefits of
the continued employment of certain of the Employer’s management and highly compensated Employees
by making deferred compensation arrangements for their benefit as herein provided.



ARTICLE III

Participation




3.1 Commencement of Participation. An Eligible Employee shall become a Participant at
the earliest of i) the date on which his or her Deferral Election first becomes effective, ii) the
date on which an Employer Award is first credited to his or her Account, or iii) the date on which
such Employee is credited with a benefit in his or her Account pursuant to an Employment Agreement
with the Employer.



ARTICLE IV

Contributions




4.1 Base Salary Deferral.



(a) Except as otherwise provided in Section 4.1(b), each Participant shall be entitled to
defer receipt of any percentage amount or any fixed dollar amount of the portion of his or her Base
Salary which is not taken into account for qualified retirement plan purposes due to the
application of a compensation limit, either an amount that mirrors the company limit set for
qualified plans, the provisions of section 401(a)(17) of the Code, or its successor provision, for
the Plan Year.



(b) For Plan Years beginning on or after January 1, 2010, each Participant shall be entitled
to defer receipt of any percentage amount or fixed dollar amount, not to exceed 50%, of his or her
Base Salary for the Plan Year.



(c) The Employer shall credit to the Account of a Participant an amount equal to the amount
designated in the Participant’s Deferral Election as his or her Base Salary Deferral for that Plan
Year. Such amounts shall not be made available to such Participant, except as provided in ARTICLE
VII, and shall reduce such Participant’s Compensation from the Employer in accordance with the
provisions of the applicable Deferral Election; provided, however, that all such amounts shall be
subject to the rights of the general creditors of the Employer as provided in ARTICLE IX.



(d) Each Eligible Employee shall deliver a Deferral Election to the Employer before any Base
Salary Deferral can become effective. Such Deferral Election shall be void with respect to any
Base Salary Deferral unless submitted on or before December 31 of the preceding calendar year
during which the amount to be deferred will be earned; provided, however, that in the year in which
the Plan is first adopted or an Employee is first eligible to participate, such Deferral Election
shall be filed within thirty (30) days of the date on which the Plan is adopted or the date on
which an Employee is first eligible to participate, respectively, with respect to Base Salary
earned for the remainder of the calendar year subsequent to the date the Deferral Election is
delivered to the Employer.



(e) The Deferral Election shall, subject to the limitation set forth in section 4.1 hereof,
designate the portion and period of deferral of Base Salary deferred by each Participant, the
beneficiary or beneficiaries of the Participant, the timing and form of payment of distribution,
and such other items as the Administrator may prescribe.



4.2 Bonus/Incentive Pay Deferral.



(a) Except as otherwise provided in Section 4.2(b), each Participant shall be entitled to
make an annual election to defer receipt of any percentage amount or any fixed dollar amount of
Bonus/Incentive Pay otherwise payable to Participant by the Employer.



(b) For the Plan Year beginning on January 1, 2011, each Participant shall be entitled to make
an annual election to defer receipt of any percentage amount or any fixed dollar amount, not to
exceed 95%, of his or her Bonus/Incentive Pay otherwise payable to the Participant by the Employer,
which Bonus/Incentive Pay shall relate to performance in the prior Plan Year.



(c) Each Eligible Employee shall deliver a Deferral Election to the Employer before any
Bonus/Incentive Pay Deferral can become effective. Such Deferral Election shall be void with
respect to any Bonus/Incentive Pay Deferral unless submitted on or before December 31 of the
preceding calendar year during which the amount to be deferred will be earned; provided, however,
that in the year in which the Plan is first adopted or an Employee is first eligible to
participate, such Deferral Election shall be filed within thirty (30) days of the date on which the
Employee is first eligible to participate.



(d) The Deferral Election shall, subject to the limitation set forth in section 4.2 hereof,
designate the portion and period of deferral of Bonus/Incentive Pay deferred by each Participant,
the beneficiary or beneficiaries of the Participant, the timing and form of payment of distribution
and such other information as the Administrator shall prescribe.



4.3 Minimum Annual Deferral. Notwithstanding any provision of the Plan to the
contrary, for any Plan Year, a Participant’s Deferral Election shall not be for less than $5,000.00
unless their account balance in the Plan at the time of election is more than $10,000.



ARTICLE V

Vesting




5.1 Vesting.



(a) Except as otherwise provided by the Plan, a Participant shall have a fully vested right
to the portion of his or her Account attributable to Base Salary Deferral(s), Bonus/Incentive Pay
Deferral(s), or credits under the Plan provided in an Employment Agreement, (subject to the terms
of the Employment Agreement), and any earnings (or losses) attributable to such Participant’s
Account. Except as otherwise provided by the Plan, or pursuant to an Employment Agreement with
Employer, Employer Awards, and any earnings (or losses) on the investment of such amounts, shall
vest in accordance with the vesting schedule established at the time a contribution is made;
provided, however, that all such amounts shall be subject to the rights of the general creditors of
the Employer as provided in ARTICLE IX.



(b) Notwithstanding any provision of the Plan to the contrary, a Participant who has a
Separation from Service due to death or Total and Permanent Disability shall be fully vested in the
amounts credited to his or her Account.



(c) Except as provided in (b) above, any amounts credited to a Participant’s Account that
are not vested at the time of his or her Separation from Service with the Employer shall be
forfeited.



ARTICLE VI

Accounts




6.1 Accounts.



(a) The Administrator shall establish and maintain a bookkeeping account in the name of each
Participant. The Administrator may also establish any subaccounts that it feels may be
appropriate. The accounts specified in this Article 6.1 are established under the Plan to record
the liability of the Corporation to Participants. All accounts may be maintained on the books of
the Corporation, and the Corporation is under no obligation to segregate assets to provide for
these liabilities. Should the Corporation elect to segregate assets into a trust fund pursuant to
article 6.1(d) herein, the accounts specified in this article 6.1(a) may be maintained on the books
of such fund.



(b) Each Participant’s Account balance shall reflect his or her aggregate deferrals, amounts
credited pursuant to an Employment Agreement with Employer or pursuant to an Employer Award, and
any earnings (or losses) attributable to such amounts, and shall be reduced by administrative,
investment, and other fees necessary for the administration of the Plan which are not the
obligation of the Employer. Each Participant’s Account also shall be reduced by any distributions
made plus any expenses allocated to the Plan pursuant to section 11.8 herein.



(c) At the sole discretion of the Administrator, any amount (including deferrals and earnings
or losses thereon) credited to a bookkeeping account on behalf of Participant with respect to any
other nonqualified deferred compensation arrangement maintained by the Employer shall be reflected
in Participant’s Account pursuant to the Plan whereupon the other nonqualified deferred
compensation arrangement shall cease and terminate with respect to such Participant.



(d) The Corporation may, but is not required to establish a Trust Fund and make contributions
to it corresponding to any or all amounts accrued under Articles 4 or 6 of the Plan. These
contributions are credited with income, expense, gains and losses in accordance with the investment
experience of the Trust Fund. The Administrator may direct the trustee to establish investment
funds within the Trust Fund and to permit Participants to direct the allocation of their account
balances among the funds in accordance with rules prescribed by the Administrator. The
Administrator may alter the available funds or the procedures for allocating account balances among
them at any time.



(e) Status of the Trust Fund. Notwithstanding any other provision of this Plan, all assets of
the Trust Fund remain the property of the Corporation and are subject to the claims of its
creditors in accordance with the Trust terms. No participant has any priority claim on Trust
assets or any security interest or other rights in or to them superior to the rights of general
creditors of the Corporation.



6.2 Investments, Gains & Losses.



(a) The amount in each Participant’s Account shall be deemed to be invested and reinvested,
as designated by the Participant as provided in subsection (b), below, in one or more of the mutual
funds designated by the Administrator and set forth on the Deferral Election, hereunder referred to
as the “Investment Option”.



(b) Each participant shall designate how his or her deferrals and, if applicable, any
Employer Award are to be allocated among the available Investment Options established by the Plan.
The initial allocation with respect to deferrals shall be made by the Participant in the Deferral
Election with respect to the Base Salary Deferral and Bonus/Incentive Pay Deferral. Once made, an
investment allocation request shall remain in effect for all subsequent deferrals, including any
Employer Awards, until changed by the Participant. Each Participant may change his or her
investment allocation in such manner and at such times as permitted by the Administrator, in its
sole discretion.



(c) The Employer shall not be required to purchase an interest in the Investment Option
designated by the Participant. The only obligation of the Employer is its contractual obligation
to make payments to Participants as set forth in the Plan. To the extent that the Employer does, in
its discretion, purchase an interest in an Investment Option designated by a Participant, the same
shall remain the sole property of the Employer, subject to the claims of its general creditors, and
shall not be a part of nor deemed to be a part of the Participant’s Account.



6.3 Employer Award. The Employer may make, at its sole discretion, an Employer Award
to the account of a Participant which vests under such terms and conditions as the Employer, in its
sole discretion, determines at the time of such Employer Award.



ARTICLE VII

Distributions




7.1 Distribution Eligibility. Distribution of benefits from the Plan shall be made no
earlier than (i) the Participant’s Separation from Service or, in the case of Key Employees, six
months following their Separation from Service, (ii) the date selected as an In-Service
Distribution, (iii) in the event of an approved financial hardship due to an Unforeseeable
Emergency, or (iv) solely with respect to amounts attributable to an Employer Award, at such time
and in such manner as designated in such Employer Award, subject to the requirements set forth in
Section 409A of the Code.



7.2 Distribution Due to Unforeseeable Emergency. A participant may request a
distribution due to Unforeseeable Emergency by submitting a written request to the Administrator
accompanied by evidence to demonstrate that the circumstances being experienced qualify as an
Unforeseeable Emergency. The Administrator shall have the authority to require such evidence as it
deems necessary to determine if a distribution is warranted and has the sole discretion to approve
or disapprove a distribution due to Unforeseeable Emergency If an application for a distribution
due to an Unforeseeable Emergency is approved, the distribution is limited to an amount sufficient
to meet the emergency net of applicable withholding taxes. The approved distribution shall be
payable in a method determined by the Administrator as soon as possible after approval of such
distribution.



A Participant who has commenced receiving installment payments in accordance with the
provisions of section 7.3 hereof, may request acceleration of such payments in the event of an
Unforeseeable Emergency. The Administrator may permit accelerated payments to the extent such
accelerated payment is permitted under Section 409A of the Code and does not exceed the amount
necessary to meet the emergency and pay any applicable taxes.



7.3 Distribution Payments.



(a) Form of Retirement or Disability Distributions. Distributions resulting from a
Separation from Service on account of Retirement or Total and Permanent Disability shall be
payable to the Participant or beneficiary in cash in either one lump-sum or in five (5) annual
installments (on a pro rata basis) as elected by the Participant or beneficiary at the time of his
Deferral Election.



(b) Other Distributions. Distributions resulting from a Separation from Service for
any reason other than Retirement or Total and Permanent Disability shall be paid in one lump-sum.
In-Service distributions shall be made in such permitted form and commence at such permitted time
as designated by Participant in his/her Deferral Election.



(c) Commencement of Distributions Due to Separation from Service. Distribution of
benefits to a Participant under the Plan shall commence as early as administratively feasible, but
in any event, no later than sixty (60) days after there is a Separation from Service or in which a
Participant is eligible for an In-Service Distribution; provided, however that in the case of Key
Employees, such Distribution shall not commence until after six (6) months from the Separation from
Service.



(d) Commencement of Distributions Of Employer Award. An Employer Award, after taking
into account any earnings (or losses) attributable thereto in such amounts and at such time as
designated in the respective Employer Award.



7.4 Change of Timing or Form of Distribution. A Participant may elect to delay the
timing of receipt and/or the form of a distribution provided that the new Deferral Election (1) is
not effective for at least twelve (12) months; (2) is made at least twelve (12) months prior to a
scheduled distribution; and (3) provides for a deferral for a period of not less than five (5)
years from the date such distribution would otherwise have been made. If a Participant does elect
to delay a distribution, a distribution cannot be made pursuant to a Separation from Service or
Retirement if such Separation from Service or Retirement occurs before the end of the five (5) year
period beginning on the date such distribution would have otherwise have been made, and subject to
the requirements of Section 409A of the Code.



ARTICLE VIII



 Beneficiaries



8.1 Beneficiaries. Each Participant may from time to time designate one or more
persons as his or her Beneficiary under the Plan. Such designation shall be made by filing a
written notice of such designation with the Administrator on a form prescribed by the
Administrator. Each Participant may at any time and from time to time, revoke or modify any
previous beneficiary designation, without notice to or consent of any previously designated
Beneficiary, by a further written designation. In the event a Beneficiary dies before receiving all
the payments due to such beneficiary pursuant to this Plan, the then-remaining payments shall be
paid to the Beneficiary’s estate. The Participant’s beneficiary designation shall be deemed
automatically revoked if the Beneficiary does not survive the Participant or, if the Beneficiary is
the Participant’s spouse, in the event of a divorce or legally binding separation If no
beneficiary designation shall be in effect at the time when any benefits payable under this Plan
shall become due, all benefits due shall be paid to the Participant’s estate.



ARTICLE IX

Funding




9.1  Prohibition Against Funding. This Plan is unfunded both for tax purposes and
for purposes of Title I of the Employee Retirement Income Security Act of 1974. Should any
investment be acquired in connection with the liabilities assumed under this Plan, it is expressly
understood and agreed that the Participants and beneficiaries shall not have any right with respect
to, or claim against, such assets nor shall any such purchase be construed to create a trust of any
kind or a fiduciary relationship between the Employer and the Participants, their beneficiaries or
any other person. Any such assets (including any amounts deferred by a Participant or contributed
by the Employers pursuant to ARTICLE IV) shall be and remain a part of the general, unpledged,
unrestricted assets of the Employer, subject to the claims of its general creditors. Each
Participant and beneficiary shall be required to look to the provisions of this Plan and to the
Employer itself for enforcement of any and all benefits due under this Plan, and to the extent any
such person acquires a right to receive payment under this Plan, such right shall be no greater
than the right of any unsecured general creditor of the Employer. The Employer shall be designated
owner and beneficiary of investments acquired in connection with its obligation under this Plan.



9.2 Withholding of Employee Contributions. The Administrator is authorized to make
any and all necessary arrangements with the Employer in order to withhold the Participant’s Base
Salary Deferrals under section 4.1 hereof and/or Bonus/Incentive Pay Deferrals under section 4.2
hereof from his or her pay. The Administrator shall determine the amount and timing of such
withholding.



ARTICLE X



Benefit Plans



10.1 Benefit Plans. The amount of each Participant’s Base Salary and/or
Bonus/Incentive Pay which he or she elects to defer under the Plan shall not be deemed to be
compensation for the purpose of calculating the amount of a Participant’s benefits or contributions
under a pension plan or retirement plan qualified under section 401(a) of the Code.



ARTICLE XI

General Provisions




11.1 Administrator.



(a) Except as provided by an Employment Agreement with Employer, the Administrator is
expressly empowered to limit the amount of Compensation that may be deferred; to interpret the
Plan, and to determine all questions arising in the administration, interpretation and application
of the Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in
connection with the administration of the Plan; to request any information from the Employer it
deems necessary to determine whether the Employer would be considered insolvent or subject to a
proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill its duties
as Administrator.



(b) The Administrator shall not be liable for any actions by it hereunder, unless due to its
own negligence, willful misconduct or lack of good faith.



(c) The Administrator shall be indemnified and saved harmless by the Employer from and
against all personal liability to which it may be subject by reason of any act done or omitted to
be done in its official capacity as Administrator in good faith in the administration of the Plan,
including all expenses reasonably incurred in its defense in the event the Employer fails to
provide such defense upon the request of the Administrator. The Administrator is relieved of all
responsibility in connection with its duties hereunder to the fullest extent permitted by law,
short of breach of duty to the beneficiaries.



11.2 No Assignment. Benefits or payments under this Plan shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge,
whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall not be valid, nor shall any such benefit or
payment be in any way liable for or subject to the debts, contracts, liabilities, engagement or
torts of any Participant or beneficiary, or any other person entitled to such benefit or payment
pursuant to the terms of this Plan, except to such extent as may be required by law. If any
Participant or beneficiary or any other person entitled to a benefit or payment pursuant to the
terms of this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge any benefit or payment under this Plan, in whole or in part, or if any
attempt is made to subject any such benefit or payment, in whole or in part, to the debts,
contracts, liabilities, engagements or torts of the Participant or beneficiary or any other person
entitled to any such benefit or payment pursuant to the terms of this Plan, then such benefit or
payment, in the discretion of the Administrator, shall cease and terminate with respect to such
Participant or beneficiary, or any other such person.



11.3 No Employment Rights. Participation in this Plan shall not be construed to
confer upon any Participant the legal right to be retained in the employ of the Employer, or give a
Participant or beneficiary, or any other person, any right to any payment whatsoever, except to the
extent of the benefits provided for hereunder. Each Participant shall remain subject to discharge
to the same extent as if this Plan had never been adopted.



11.4 Incompetence. If the Administrator determines that any person to whom a benefit
is payable under this Plan is incompetent by reason of physical or mental disability, the
Administrator shall have the power to cause the payments becoming due to such person to be made to
another for his or her benefit without responsibility of the Administrator or the Employer to see
to the application of such payments. Any payment made pursuant to such power shall, as to such
payment, operate as a complete discharge of the Employer and the Administrator.



11.5 Identity. If, at any time, any doubt exists as to the identity of any person
entitled to any payment hereunder or the amount or time of such payment, the Administrator shall be
entitled to hold such sum until such identity or amount or time is determined or until an order of
a court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay
such sum into court in accordance with the appropriate rules of law. Any expenses incurred by the
Employer and the Administrator incident to such proceeding or litigation shall be charged against
the Account of the affected Participant.



11.6 Other Benefits. The benefits of each Participant or beneficiary hereunder shall
be in addition to any benefits paid or payable to or on account of the Participant or beneficiary
under any other pension, disability, annuity or retirement plan or policy whatsoever.



11.7 No Liability. No liability shall attach to or be incurred by any manager of the
Employer or the Administrator under or by reason of the terms, conditions and provisions contained
in this Plan, or for the acts or decisions taken or made thereunder or in connection therewith; and
as a condition precedent to the establishment of this Plan or the receipt of benefits thereunder,
or both, such liability, if any, is expressly waived and released by each Participant and by any
and all persons claiming under or through any Participant or any other person. Such waiver and
release shall be conclusively evidenced by any act or participation in or the acceptance of
benefits or the making of any election under this Plan.



11.8 Expenses. Except as otherwise provided herein, all expenses incurred in the
administration of the Plan, whether incurred by the Employer or the Plan, shall be paid by the
Employer or charged to the Plan at the discretion of the Administrator. Any investment-related
expenses shall be charged directly to the Account for which such investments were made. To the
extent that the Employer may be liable for social security tax withholding, other withholding tax
regarding any deferred contributions under sections 4.1 and 4.2 hereof, or any federal or state
income tax liability resulting from any investments made by Employer as a hedge against Employer’s
liability under the Plan, the Administrator, in its sole discretion, may charge such expenses to
the Plan.



11.9 Amendment and Termination.



(a) Except as otherwise provided in this section or pursuant to an Employment Agreement, the
Corporation shall have the sole authority to modify, amend or terminate this Plan; provided,
however, that any modification or termination of this Plan shall not reduce, alter or impair,
without the consent of a Participant, a Participant’s right to any amounts already credited to his
or her Account on the day before the effective date of such modification or termination.



(b) The Corporation reserves the right to make any modification or amendment to the Plan that
it deems necessary to comply with any requirements of law or to insure favorable tax treatment
under the Plan.



11.10 Employer Determinations. Any determinations, actions or decisions of the
Employer shall be made by the board of directors of the Employer in accordance with its established
procedures or by such other individuals, groups or organizations that have been properly delegated
by the board of directors to make such determination or decision.



11.11 Construction. All questions of interpretation, construction or application
arising under or concerning the terms of this Plan shall be decided by the Administrator, in its
sole and final discretion, whose decision shall be final, binding and conclusive upon all persons.



11.12 Governing Law. This Plan shall be governed by, construed and administered in
accordance with the applicable provisions of the Employee Retirement Income Security Act of 1974,
as amended, and any other applicable federal law, provided, however, that to the extent not
preempted by federal law or agreed to in an Employment Agreement with Employer this Plan shall be
governed by, construed and administered under the laws of the State of Tennessee.



11.13 Severability. If any provision of this Plan is held invalid or unenforceable,
its invalidity or unenforceability shall not affect any other provision of this Plan and this Plan
shall be construed and enforced as if such provision had not been included therein. If the
inclusion of any Employee (or Employees) as a Participant under this Plan would cause the Plan to
fail to comply with the requirements of the Employee Retirement Income Security Act of 1974, as
amended, then the Plan shall be severed with respect to such Employee or Employees, who shall be
considered to be participating in a separate arrangement.



11.14 Headings. The ARTICLE headings contained herein are inserted only as a matter
of convenience and for reference and in no way define, limit, enlarge or describe the scope or
intent of this Plan nor in any way shall they affect this Plan or the construction of any provision
thereof.



11.15 Terms. Capitalized terms shall have meanings as defined herein. Singular
nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as
appropriate.



11.16 Withholding Payroll Taxes. To the extent required by law, Employer shall
withhold any taxes required to be withheld for federal, state, or local government purposes with
respect to any amounts deferred and/or distributed pursuant to the Plan.



11.17 Law Changes. To the extent necessary to protect the tax status of deferrals
under the Plan, notwithstanding anything in this agreement, the Plan will be deemed to provide and
be administered to comply with changes in applicable tax laws or interpretation and to comply with
Section 409A of the Code.



In WITNESS WHEREOF, the Corporation has caused this Plan to be executed and be effective this
     17th       day of November, 2009.



Willis North America Inc.



By:       /s/ C. William Mooney       Date:

_11-17-09      





Name:        C. William Mooney      

Title:       Senior Vice President      



Witnessed by:



      /s/ Debra Enderle       Date:
     11-17-09      



Name:        Debra Enderle      




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