Exhibit 10.3
    

    

    

    
      WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY
2010 NORTH AMERICAN
      EMPLOYEE STOCK PURCHASE PLAN

    

    

    

    
      1. Purpose of the Plan

    

    
      The purpose of the Plan is to give eligible employees of the
      Subsidiaries of Willis Group Holdings Public Limited Company 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 of the Code and the rules and regulations promulgated
      thereunder. 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 U.S. 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) the acquisition of
            ownership, directly or indirectly, beneficially or of record, by
            any Person or group (within the meaning of the Act and the rules
            of the Securities and Exchange Commission there under as in effect
            on the date hereof) of the ordinary shares of the Company
            representing more than fifty percent (50%) of the aggregate voting
            power represented by the issued and outstanding ordinary shares of
            the Company; or (ii) occupation of a majority of the seats (other
            than vacant seats) on the Board by Persons who were neither (x)
            nominated by the Company’s Board nor (y) appointed by directors so
            nominated.
          

        
	

        	

        	
           
        
	

        	

        	
          
            For the avoidance of doubt, a transaction shall not constitute a
            Change in Control (i) if effected for the purpose of changing the
            place of incorporation or form of organization of the ultimate
            parent entity of the Willis Group (including where the Company is
            succeeded by an issuer incorporated under the laws of another
            state, country or foreign government for such purpose and whether
            or not the Company remains in existence following such
            transaction) and (ii) where all or substantially all of the
            Person(s) who are the beneficial owners of the outstanding voting
            securities of the Company immediately prior to such transaction
            will beneficially own, directly or indirectly, all or
            substantially all of the combined voting power of the outstanding
            voting securities entitled to vote generally in the election of
            directors of the ultimate parent entity resulting from such
            transaction in substantially the same proportions as their
            ownership, immediately prior to such transaction, of such
            outstanding securities of the Company. The Board, in its sole
            discretion, may make an appropriate and equitable adjustment to
            the Shares underlying an Option to take into account such
            transaction, including substituting or providing for the issuance
            of shares of the resulting ultimate parent entity in lieu of
            Shares of the Company.
          

        
	

        	

        	
           
        
	

        	
          
            (d)
          

        	
          
            Code: The Internal Revenue Code of 1986, as amended, or any
            successor thereto.
          

        
	

        	

        	
           
        
	

        	
          
            (e)
          

        	
          
            Companies Act: The Companies Act 1963 of Ireland.
          

        
	

        	

        	
          
             
          

        
	

        	
          
            (f)
          

        	
          
            Company: Willis Group Holdings Public Limited Company, a
            company organized under the laws of Ireland under registered
            number 475616.
          

        
	

        	

        	
           
        
	

        	
          
            (g)
          

        	
          
            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 share options,
            share appreciation rights and other equity-based compensation and
            other forms of special remuneration.
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
           
        	
          
            (h)
          

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

        
	

        	

        	
           
        
	

        	
          
            (i)
          

        	
          
            Effective Date: The date on which the Plan was originally
            adopted by the Board of Directors of Willis Group Holdings Public
            Limited Company, subject to shareholder approval 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.
          

        
	

        	

        	
           
        
	

        	
          
            (k)
          

        	
          
            Group: A “group” as such term is used in Sections 13(d) and
            14(d) of the Act, acting in concert.
          

        
	

        	

        	
           
        
	

        	
          
            (l)
          

        	
          
            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 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) 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; provided,
            further, the maximum number of Shares that a Participant may
            purchase for any given Offering Period is 5,000 Shares.
          

        
	

        	

        	
           
        
	

        	
          
            (m)
          

        	
          
            Offering Date: The first date of an Offering Period.
          

        
	

        	

        	
           
        
	

        	
          
            (n)
          

        	
          
            Offering Period: An offering period described in Section 6
            of the Plan.
          

        
	

        	

        	
           
        
	

        	
          
            (o)
          

        	
          
            Option: A share option granted pursuant to Section 9 of the
            Plan.
          

        
	

        	

        	
           
        
	

        	
          
            (p)
          

        	
          
            Participant: An individual who is eligible to participate
            in the Plan pursuant to Section 7 of the Plan.
          

        
	

        	

        	
           
        
	

        	
          
            (q)
          

        	
          
            Participating Subsidiary: A Subsidiary of the Company that
            is selected to participate in the Plan by the Board in its sole
            discretion.
          

        
	

        	

        	
           
        
	

        	
          
            (r)
          

        	
          
            Payroll Deduction Account: An account to which payroll
            deductions of Participants are credited under Section 11(c) of the
            Plan.
          

        
	

        	

        	
           
        
	

        	
          
            (s)
          

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

        
	

        	

        	
           
        
	

        	
          
            (t)
          

        	
          
            Plan: The Willis Group Holdings Public Limited Company 2010
            North American Employee Stock Purchase Plan, as adopted by the
            Board on February 3, 2010.
          

        
	

        	

        	
           
        
	

        	
          
            (u)
          

        	
          
            Plan Broker: A stock brokerage or other financial services
            firm designated by the Board in its sole discretion.
          

        
	

        	

        	
           
        
	

        	
          
            (v)
          

        	
          
            Purchase Date: The last date of an Offering Period.
          

        
	

        	

        	
           
        
	

        	
          
            (w)
          

        	
          
            Purchase Price: The purchase price per Share, as determined
            pursuant to Section 10 of the Plan.
          

        
	

        	

        	
           
        
	

        	
          
            (x)
          

        	
          
            Shares: Ordinary shares of the Company.
          

        
	

        	

        	
           
        
	

        	
          
            (y)
          

        	
          
            Subsidiary: A subsidiary corporation as defined in Section
            424(f) of the Code (or any successor section thereto) which is
            also a subsidiary within the meaning of Section 155 of the
            Companies Act.
          

        
	

        	

        	
           
        
	

        	
          
            (z)
          

        	
          
            Willis Group: The Company and its Subsidiaries.
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      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 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 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
      shareholders 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 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.
    

    
      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 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, local and foreign laws.
    

    
      7. Eligibility

    

    
    	
           
        	
          (a)
        	
          Any individual whose (i) customary employment by a Participating
          Subsidiary is more than twenty (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 two (2) 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 as the Board may determine (but less than
          two (2) years), ending on the Offering Date; and
        
	

        	

        	

        	
           
        
	

        	
          
             
          

        	
          
            (2)
          

        	
          highly compensated employees who (x) have compensation in excess of
          a certain level, (y) are officers, or (z) are subject to the
          disclosure requirements of Section 16(a) of the Act.
        


    

    
    	
           
        	
          (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 share would be attributed to such employee pursuant to Section
          424(d) of the Code) would own capital stock and/or hold outstanding
          options to purchase shares possessing five percent (5%) or more of
          the total combined voting power or value of all classes of shares of
          the Company or of any related 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. 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.
    

    
      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 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 in the event (i) of any increase
      in the number of Shares available for issuance under the Plan as a
      result of a shareholder-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 eighty-five percent (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 (or such lesser amount as determined by
          the Board in its sole discretion) 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 each Offering Period, Participants will have a period of at
          least two (2) weeks prior to the Offering Date to elect the
          percentage of their Compensation to have deducted in said Offering
          Period under the Plan.
        
	

        	

        	
           
        
	

        	
          (c)
        	
          A Participant shall not change the rate of payroll deductions once
          an Offering Period has commenced. Unless a Participant makes a new
          election to change the rate of payroll deductions prior to 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 for the remainder of the
          two (2) year holding 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 paid in cash to the Participant.
        
	

        	

        	
           
        
	

        	
          (h)
        	
          Once the two (2) year 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 any whole Shares in his or her account with the Plan
          Broker be issued to him or her 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 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 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 by enrolling for a subsequent Offering
      Period or 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 share
            split, reorganization, recapitalization, merger, consolidation,
            spin-off, combination or exchange of Shares or other corporate
            exchange, or any distribution to shareholders 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. An adjustment under this provision may have the
            effect of reducing the price at which Shares may be acquired to
            less than their nominal value (the “Shortfall”), but only if and
            to the extent that the Board shall be authorized to capitalize
            from the reserves of the Company a sum equal to the Shortfall and
            to apply that sum in paying up that amount on the Shares.
          

        
	

        	

        	
           
        
	

        	
          (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. During the Participant’s lifetime Options shall be
      exercisable only by the Participant.
    

    
      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) February 3, 2020 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 shareholders of the Company, would (except as is provided in
      Section 14 of the Plan), increase the total number of Shares reserved
      for 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 issuance 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 or foreign 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:
    

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

    

    
      With a copy to:

    

    
      Willis Group Holdings Public Limited Company
c/o Office of General
      Counsel
One World Financial Center
200 Liberty Street
New York,
      NY 10281
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 was originally
      adopted by the Board of Directors of Willis Group Holdings Public
      Limited Company (the “Effective Date”); provided, however, that the Plan
      must be approved (or re-approved, as the case may be) by the
      shareholders of the Company within (12) months after the Effective Date
      or after a change in the granting corporation or Shares available
      hereunder. If shareholder approval (or re-approval) of the Plan is not
      obtained at the time of a Purchase Date, then all amounts withheld
      through payroll deductions shall be returned to the Participants without
      interest.
    

    
      23.  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 on a form prescribed by the
      Board. 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 of the death of a Participant, any Shares or
      payroll deductions accumulated in the Participants’ Payroll Deduction
      Account together with such interest as the Board may, in its sole
      discretion, determine to pay shall be paid to such Beneficiary. If no
      beneficiary designation shall be in effect at the time of a
      Participant’s death, any Shares or payroll deductions accumulated in the
      Participants’ Payroll Deduction Accounts together with such interest as
      the Board may, in its sole discretion, determine to pay shall be paid to
      the Participant’s estate.