Exhibit 10.2


                                   SCHEDULE B


            AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS


     This  Agreement  of  Restrictive   Covenants  and  Other  Obligations  (the
"Agreement")  is entered into by and between Willis Group Holdings  Limited (the
"Company") and Peter Hearn ("Optionee") to be effective as of May 6, 2008.

                                    RECITALS

     Whereas, Optionee is employed by a subsidiary of the Company;

     Whereas,  on May 6, 2008 the  Company  granted  Optionee  an  option  for a
specified number of shares of common stock of Willis Group Holdings Limited (the
"Option");

     Whereas,  such grant is subject to the terms of the Willis  Group  Holdings
Limited 2008 Share Purchase and Option Plan (the "Plan"),  the Option  Agreement
(the "Option Agreement"),  and this Agreement and in consideration of the grant,
Optionee shall enter into and  acknowledge  his or her agreement to the terms of
the Plan, the Option Agreement and this Agreement;

     Whereas, Optionee acknowledges and agrees that he or she desires to receive
the Option,  and  understands and agrees such Option is subject to the terms and
conditions set forth in the Plan, the Option Agreement and this Agreement;

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein and for other valuable  consideration,  in particular the grant
of the Option to Optionee by the Company,  the receipt and  sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:


                                    AGREEMENT

1. Section 1 - Recitals
-----------------------

     The Recitals set forth above are an integral  part of this  Agreement,  and
     are incorporated herein by reference.

2. Section 2 - Definitions
--------------------------

     2.1  "Business"  shall mean  insurance  brokerage,  reinsurance  brokerage,
          surety  brokerage,  bond  brokerage,  insurance  agency,  underwriting
          agency,    managing   general   agency,   risk   management,    claims
          administration,  self-insurance,  risk management  consulting or other
          business performed by the Restricted Group.
<PAGE>

     2.2  "Competitor" shall mean any business  principally engaged in insurance
          brokerage,  reinsurance brokerage,  surety brokerage,  bond brokerage,
          insurance agency,  underwriting agency,  managing general agency, risk
          management,  claims  administration,  self-insurance,  risk management
          consulting  or  other  business  which  is  either  performed  by  the
          Restricted  Group or is a business in which the  Restricted  Group has
          taken steps toward  engaging.  It is further  provided that Competitor
          includes,  but is not limited to, the following  businesses  and their
          respective  subsidiaries  and/or other  affiliates:  Aon  Corporation,
          Arthur J Gallagher & Co and Marsh Incorporated.

     2.3  "Confidential Information" shall mean all trade secrets and non-public
          information  concerning the financial data,  strategic business plans,
          and other non-public, proprietary, and confidential information of the
          Company or any of its Subsidiaries.

     2.4  "directly or  indirectly"  shall mean Optionee  acting either alone or
          jointly with or on behalf of or by means of any other person,  firm or
          company (whether as principal, partner, manager, employee, contractor,
          director, consultant, investor or similar capacity).

     2.5  "Employer"  shall mean the Subsidiary  that employs  Optionee.  If the
          Company ever becomes an employer of Optionee,  then the term  Employer
          shall refer to the Company.

     2.6  "Employment Agreement" shall mean the contractual terms and conditions
          which govern the employment of Optionee by Employer.

     2.7  "Key  Personnel"  shall mean any  person  who is at the date  Optionee
          ceases to be an  employee  of  Employer  or was at any time during the
          period of 12  months  prior to that date  employed  by the  Restricted
          Group and who was an employee  with whom  Optionee had dealings  other
          than in a minimal  and  non-material  way and who was  employed  by or
          engaged in the Business in an executive or senior managerial capacity,
          or was an employee  with  insurance,  reinsurance  or other  technical
          expertise.

     2.8  "Option" shall have the meaning as set forth in the recitals.

     2.9  "Option Agreement" shall have the meaning set forth in the recitals.

     2.10  "Plan" shall have the meaning set forth in the recitals.

     2.11 "Relevant  Area"  shall  mean  the  counties,   parishes,   districts,
          municipalities,  cities,  metropolitan regions, localities and similar
          geographic  and  political  subdivisions,  within  and  outside of the
          United  States  of  America,  in  which  the  Company  or  any  of its
          Subsidiaries  has  carried  on  Business  in which  Optionee  has been
          involved  or  concerned  or  working  on other  than in a minimal  and
          non-material  way at any time during the period of 12 months  prior to
          the date on which Optionee ceases to be an employed by Employer.

     2.12 "Relevant Client" shall mean any person,  firm or company who or which
          at any time during the period of 12 months  prior to the date on which
          Optionee  ceases  to be  employed  by  Employer  is or was a client or
          customer of the Company or any of its Subsidiaries or was in the habit
          and/or  practice of dealing under  contract with the Company or any of
          its  Subsidiaries and with whom or which Optionee had dealings related
          to the Business (other than in a minimal and non-material  way) or for
          whose  relationship  with  the  Company  or any  of  its  Subsidiaries
          Optionee had responsibility at any time during the said period.
<PAGE>

     2.13 "Relevant  Period"  shall mean the period of 12 months  following  the
          date on which Optionee ceases to be employed by Employer.

     2.14 "Relevant  Prospect"  shall mean any  person,  firm or company  who or
          which at any time during the period of 12 months  prior to the date on
          which  Optionee  ceases  to be  employed  by  Employer  was an  active
          prospective client of the Company or any of its Subsidiaries with whom
          or with which  Optionee  had dealings  related to the Business  (other
          than in a minimal and non-material way).

     2.15 "Restricted Group" shall mean the Company and its Subsidiaries,  as in
          existence  during  Optionee's  employment  with Employer and as of the
          date such employment ceases.

     2.16 "Subsidiary"  shall mean a direct  and/or  indirect  subsidiary of the
          Company as well as any  associate  company  which is designated by the
          Company as being eligible for participation in the Plan.

Section 3 - Non-Compete and other Obligations:
----------------------------------------------

     3.1  Optionee  acknowledges  that by virtue of his or her senior management
          position  and as an employee of  Employer,  Optionee  has acquired and
          will acquire  knowledge of Confidential  Information of the Restricted
          Group and  their  Business.  Optionee  further  acknowledges  that the
          Confidential  Information  which the Restricted Group has provided and
          will provide to Optionee  would give Optionee a significant  advantage
          if Optionee  were to directly or indirectly be engaged in any Business
          at a Competitor of the Restricted Group.

     3.2  Without  the  Company's  prior  written  consent,  Optionee  shall not
          directly  or  indirectly,  at any  time  during  or  after  Optionee's
          employment with any Employer,  disclose any  Confidential  Information
          and shall  use  Optionee's  best  efforts  to  prevent  the  taking or
          disclosure of any Confidential  Information,  except as reasonably may
          be required to be disclosed by Optionee in the ordinary performance of
          his or her duties for Employer or as required by law.

     3.3  For a period  of  twelve  months  after  the date on which  Optionee's
          employment with any Employer ceases, Optionee shall not work for or be
          engaged or concerned  in, or have a financial  interest in (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)  any  Competitor  of the  Restricted  Group  within  the
          Relevant Area.  During this period,  Optionee  shall receive  payments
          equal to the base  salary  payments  Optionee  would have  received if
          Optionee had been in Employer's employ during this non-compete period.
          Employer will also pay the cost of COBRA Medical coverage for Optionee
          for the duration of the  non-compete  period.  These  payments will be
          made on the same  frequency as such salary  payments  were made during
          Optionee's employment.
<PAGE>

     3.4  The Company or Employer  shall have the  discretion to apply a shorter
          period than the twelve-month periods set forth in 3.3 and 3.5.

     3.5  Optionee shall not, for the Relevant Period, directly or indirectly:

          3.5.1  within  the  Relevant  Area,  solicit  any  Relevant  Client or
          Relevant  Prospect for the purposes of any Business  which competes or
          will compete or seeks to compete with the Restricted Group;

          3.5.2. within the Relevant Area, accept, perform services for, or deal
          with any Relevant Client or Relevant  Prospect for the purposes of any
          Business  which  competes or will compete or seeks to compete with the
          Restricted Group;

          3.5.3 solicit for employment or entice away from the Restricted  Group
          any Key Personnel; or

          3.5.4  employ  or  engage or  endeavour  to  employ or engage  any Key
          Personnel.

     3.6  The restrictions contained in Section 3.5 including  subsections,  run
          concurrently with the non-compete in Section 3.3. Additionally, to the
          extent  Optionee  is a  party  to an  employment  agreement  or  other
          agreement  with the Restricted  Group that contains a  post-employment
          restriction,  the  post-employment  restrictions run concurrently with
          the post-employment restrictions contained in this Section 3. Thus, by
          way of example,  if  Optionee's  employment  agreement  with  Employer
          contains a 24-month  restriction  on  solicitation  of the  Restricted
          Group's clients, then the non-solicitation in the employment agreement
          would be effective  for 12 months after the  non-solicitation  in this
          Section 3 expires.

     3.7  Optionee  acknowledges that the provisions of this Section 3 are fair,
          reasonable  and necessary to protect the goodwill and interests of the
          Restricted Group.

Section 4 - Governing Law & Jurisdiction
----------------------------------------

     4.1  This Agreement  shall be governed by and construed in accordance  with
          the laws of the state of New York without  regard to its  conflicts of
          law principles.

     4.2  Any suit,  action or proceeding  against Optionee with respect to this
          Agreement may be brought in any court of competent jurisdiction in the
          State of New York or located in the City of New York,  as the  Company
          may  elect  in  its  sole   discretion  and  Optionee  hereby  submits
          accordingly to the  nonexclusive  jurisdiction  of such courts for the
          purpose of any such suit,  action,  proceeding  or judgment.  Optionee
          hereby  irrevocably  waives any objections  which he or she may now or
          hereafter  have to the  laying  of the  venue of any  suit,  action or
          proceeding arising out of or relating to this Agreement brought in any
          court of  competent  jurisdiction  in the State of New York or City of
          New York.  Provided  further that  nothing  herein shall in any way be
          deemed to limit the ability of the  Restricted  Group to bring a suit,
<PAGE>
          action or proceeding  against Optionee with respect to this Agreement,
          in  jurisdictions  other than the State of New York and/or City of New
          York,  and in such  manner,  as may be permitted  by  applicable  law.
          Optionee  hereby  further  irrevocably  waives any claim that any such
          suit, action or proceeding  brought in any such court has been brought
          in any inconvenient  forum. No suit, action or proceeding  against the
          Company  or any  Subsidiary  with  respect  to this  Agreement  may be
          brought by Optionee  in any court  other than in a court of  competent
          jurisdiction  in the  State  of New  York  or City  of New  York,  and
          Optionee  hereby  irrevocably  waives  any  right  which he or she may
          otherwise  have had to bring  such an action in any other  court.  The
          Company hereby submits  accordingly to the  jurisdiction of the courts
          of the  State of New York or City of New York for the  purpose  of any
          such suit, action or proceeding.

Section 5 - Consideration, Severability, Beneficiaries & Effect on other
------------------------------------------------------------------------
agreements
----------

     5.1  Optionee  acknowledges  that the covenants and  undertakings he or she
          has made  herein,  including  those made in Section 3, are being given
          for the benefit of the Restricted Group,  including Employer,  and may
          be enforced by the Company and/or by its Subsidiaries on behalf of all
          or any of them and that such  Subsidiaries are intended  beneficiaries
          of this Agreement.

     5.2  The parties  acknowledge  that the  provisions  of this  Agreement are
          severable.  If any  part or  provision  of  this  Agreement  shall  be
          determined  by any court or tribunal to be invalid,  then such partial
          invalidity  shall not cause the  remainder of this  Agreement to be or
          become invalid.  If any provision hereof is held  unenforceable on the
          basis that it exceeds what is  reasonable  for the  protection  of the
          goodwill and interests of the Restricted  Group, but would be valid if
          part  of the  wording  were  modified  or  deleted,  as  permitted  by
          applicable law, then such  restriction or obligation  shall apply with
          such  deletions  or  modifications  as may be  necessary  to  make  it
          enforceable.

     5.3  Optionee  acknowledges  that he or she remains bound by any Employment
          Agreement or any other  agreement  entered  into by Optionee  with the
          Restricted  Group and this Agreement  shall be in addition to, and not
          in place of any such agreements. Optionee further acknowledges that in
          the event of any breach by Optionee of any provision contained in such
          agreements or this  Agreement,  the Company and/or any Subsidiary may,
          in  their  discretion,   enforce  any  term  and  condition  of  those
          agreements and/or this Agreement.

Section 6 - Miscellaneous
-------------------------

     6.1  This Agreement may not be modified except by written  agreement signed
          by both parties hereto.

     6.2  The rights of the Restricted Group under this Agreement shall inure to
          the benefit of any and all of its/their  successors,  assigns,  parent
          companies,   sister  companies,   subsidiaries  and  other  affiliated
          corporations.
<PAGE>

     6.3  The waiver by either party of any breach of this  Agreement  shall not
          operate  or be  construed  as a waiver of that  party's  rights on any
          subsequent breach.

     6.4  Optionee  acknowledges  and agrees that  Optionee  shall be obliged to
          draw the  provisions  of Section 3 to the attention of any third party
          who may, at any time  before or after the  termination  of  Optionee's
          employment  with  Employer,  offer to employ or engage  him and for or
          with whom Optionee intends to work within the Relevant Period.

     6.5  The various section  headings  contained in this Agreement are for the
          purpose of  convenience  only and are not  intended to define or limit
          the contents of such sections.

     6.6  This  Agreement may be executed in one or more  counterparts,  each of
          which shall  constitute  an original  and all of which taken  together
          shall  constitute  one and the same  document.  This Agreement will be
          binding,  notwithstanding  that either party's  signature is displayed
          only on a facsimile copy of the signature page.

     6.7  Any  provisions  which by their  nature  survive  termination  of this
          Agreement,  including  the  obligations  set forth in Sections 3 and 4
          shall survive termination of this Agreement.



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


Willis Group Holdings Limited:                                Optionee:


/s/ Michael P Chitty                    SIGNATURE:  ___________________
--------------------

NAME:  Michael P Chitty                 PRINT NAME: ___________________

DATE:  May 6, 2008                           DATE:  ___________________

TITLE: Company Secretary