Exhibit 10.24


                  WILLIS GROUP SENIOR MANAGEMENT INCENTIVE PLAN

Section 1. Purposes.

        The purpose of the Willis Group Senior Management Incentive Plan (the
"Plan") is to attract, retain and motivate selected employees of Willis Group
Holdings Limited (the "Company") and its subsidiaries and affiliates who are
executive officers of the Company and members of its Partners Group and any
successor thereto in order to promote the Company's long-term growth and
profitability. It is also intended that all Bonuses (as defined in Section 5(a))
payable under the Plan be considered "performance-based compensation" within the
meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder, and the Plan shall be interpreted
accordingly.

Section 2. Administration.

        (a) Subject to Section 2(d), the Plan shall be administered by a
committee (the "Committee") appointed by the Board of Directors of the Company
(the "Board"), whose members shall serve at the pleasure of the Board. The
Committee at all times is intended to be composed of at least two directors of
the Company, each of whom is an "outside director" within the meaning of Section
162(m) of the Code and Treasury Regulation Section 1.162-27(e)(3) and a
"non-employee director" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended. Unless otherwise determined by the
Board, the Committee shall be the Compensation Committee of the Board.

        (b) The Committee shall have complete control over the administration of
the Plan, and shall have the authority in its sole and absolute discretion to:
(i) exercise all of the powers granted to it under the Plan; (ii) construe,
interpret and implement the Plan; (iii) prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations governing its
own operations; (iv) make all determinations necessary or advisable in
administering the Plan (including, without limitation, calculating the size of
the Bonus payable to each Participant (as defined in Section 4(a))); (v) correct
any defect, supply any omission and reconcile any inconsistency in the Plan; and
(vi) amend the Plan to reflect changes in or interpretations of applicable law,
rules or regulations.

        (c) The determination of the Committee on all matters relating to the
Plan and any amounts payable thereunder shall be final, binding and conclusive
on all parties.

        (d) Notwithstanding anything to the contrary contained herein, the
Committee may allocate among its members and may delegate some or all of its
authority or administrative responsibility to such individual or individuals who
are not members of the Committee as it shall deem necessary or appropriate;
provided, however, the Committee may not delegate any of its authority or
administrative responsibility hereunder (and no such attempted delegation shall
be effective) if such delegation would cause any Bonus payable under the Plan
not to be considered performance-based compensation within the meaning of
Section 162(m)(4)(C) of the Code.

        (e) No member of the Board or the Committee or any employee of the
Company or any of its subsidiaries or affiliates (each such person a "Covered
Person") shall have any liability to any person (including, without limitation,
any Participant) for any action taken or omitted to be taken or any
determination made in good faith with respect to the Plan or any Bonus. Each
Covered Person shall be indemnified and held harmless by the Company against and
from any loss, cost, liability or expense (including attorneys" fees) that may
be imposed upon or incurred by such Covered Person in connection with or
resulting from any action, suit or proceeding to which such Covered Person may
be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan and against and from any and
all amounts paid by such Covered Person, with the Company's approval, in
settlement thereof, or paid by such Covered Person in satisfaction of any
judgment in any such action, suit or proceeding against such Covered Person,
provided that the Company shall have the right, at its own expense, to assume
and defend any such action, suit or proceeding and, once the Company gives
notice of its intent to assume the defense, the Company shall have sole control
over such defense with counsel of the Company's choice. The foregoing right of
indemnification shall not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case, not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person's bad faith, fraud or willful criminal act or
omission. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which Covered Persons may be entitled under
the Company's Restated Certificate of Incorporation or Amended and Restated
Bylaws, as a matter of law, or otherwise, or any other power that the Company
may have to indemnify such persons or hold them harmless.

Section 3. Performance Period.

        The Plan shall operate for successive periods (each a "Performance
Period"). The first Performance Period shall commence on January 1, 2005 and
shall terminate on December 31, 2005. Thereafter, each Performance Period shall
be one full fiscal year and/or portions of fiscal years of the Company, as
determined by the Committee.

Section 4. Participation.

        (a) Prior to the 90th day after the beginning of a Performance Period,
or otherwise in a manner not inconsistent with Treasury Regulation Section
1.162-27(e)(2) (the "Participation Date"), the Committee shall designate those
individuals who shall participate in the Plan for the Performance Period (the
"Participants").

        (b) Except as provided below, the Committee shall have the authority at
any time (i) during the Performance Period to remove Participants from the Plan
for that Performance Period and (ii) prior to the Participation Date (or later
in a manner consistent with the requirements of Section 162(m) of the Code) to
add Participants to the Plan for a particular Performance Period.

Section 5. Bonus Amounts.

        (a) Each Participant shall be paid a bonus amount equal to 5% of the
Company's "Earnings" (as defined in Section 5(c)) with respect to each
Performance Period. Notwithstanding anything to the contrary in this Plan, the
Committee may, in its sole discretion, reduce (but not increase) the bonus
amount for any Participant for a particular Performance Period at any time prior
to the payment of bonuses to Participants pursuant to Section 6 (a Participant's
bonus amount for each Performance Period, as so reduced, the "Bonus").

        (b) If a Participant's employment with the Company terminates for any
reason before the end of a Performance Period or before the date that the Bonus
is paid pursuant to Section 6, the Committee shall have the discretion to
determine whether (i) such Participant shall be entitled to any Bonus at all,
(ii) such Participant's Bonus shall be reduced on a pro-rata basis to reflect
the portion of such Performance Period the Participant was employed by the
Company or (iii) to make such other arrangements as the Committee deems
appropriate in connection with the termination of such Participant's employment.

        (c) For purposes of this Section 5, "Earnings" means the Company's
operating income before taxes and extraordinary loss to be reported in its
audited consolidated financial statements for the relevant fiscal year, adjusted
to eliminate, with respect to such fiscal year: (i) losses related to the
impairment of goodwill and other intangible assets; (ii) restructuring expenses;
(iii) gains or losses on disposal of assets or segments of the previously
separate companies of a business combination within two years of the date of
such combination; (iv) gains or losses that are the direct result of a major
casualty or natural disaster; (v) losses resulting from any newly-enacted law,
regulation or judicial order; (vi) the cumulative effect of accounting changes;
(vii) any extraordinary gains or losses; and (viii) accounting expenses
associated with the grant of employee share options. The above adjustments to
Earnings shall be computed in accordance with US GAAP. Following the completion
of each Performance Period, the Committee shall certify in writing the Company's
Earnings for such Performance Period.

Section 6. Payment of Bonus Amount; Voluntary Deferral.

        Each Participant's Bonus shall be payable by such Participant's
Participating Employer (as defined in Section 7(j)), or in the case of a
Participant employed by more than one Participating Employer, by each such
employer as determined by the Committee. The Bonus shall be payable in the
discretion of the Committee in cash and/or an equity-based award of equivalent
value (provided that in determining the number of Company restricted or deferred
stock units payable in cash or shares of the Company's common stock, restricted
shares of the Company's common stock or unrestricted shares of the Company's
common stock that is equivalent to a dollar amount, that dollar amount shall be
divided by the closing price of the Company common stock on the date of grant by
the Committee (with fractional shares being rounded to the nearest whole share).
The cash portion of the Bonus shall be paid at such time as bonuses are
generally paid by the Participating Employer(s) for the relevant fiscal year.
Subject to approval by the Committee and to any requirements imposed by the
Committee in connection with such approval, each Participant may be entitled to
defer receipt, under the terms and conditions of any applicable deferred
compensation plan of the Company, of part or all of any payments otherwise due
under this Plan. Any equity-based award shall be subject to such terms and
conditions (including vesting requirements) as the Committee and the
administrative committee of the plan under which such equity-based award is
granted may determine.

Section 7. General Provisions.

        (a) Amendment, Termination, etc. The Board reserves the right at any
time and from time to time to modify, alter, amend, suspend, discontinue or
terminate the Plan, including in any manner that adversely affects the rights of
Participants. No Participant shall have any rights to payment of any amounts
under this Plan unless and until the Committee determines the amount of such
Participant's Bonus, that such Bonus shall be paid and the method and timing of
its payment. No amendment that would require stockholder approval in order for
Bonuses paid pursuant to the Plan to constitute performance-based compensation
within the meaning of Section 162(m)(4)(C) of the Code shall be effective
without the approval of the stockholders of the Company as required by Section
162(m) of the Code and the regulations thereunder.

        (b) Nonassignability. No rights of any Participant (or of any
beneficiary pursuant to this Section 7(b)) under the Plan may be sold,
exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of
(including through the use of any cash-settled instrument), either voluntarily
or involuntarily by operation of law, other than by will or by the laws of
descent and distribution. Any sale, exchange, transfer, assignment, pledge,
hypothecation or other disposition in violation of the provisions of this
Section 7(b) shall be void. In the event of a Participant's death, any amounts
payable under the Plan shall be paid in accordance with the Plan to a
Participant's estate. A Participant's estate shall have no rights under the Plan
to receive such amounts, if any, as may be payable under this Section 7(b), and
all of the terms of this Plan shall be binding upon any such Participant's
estate.

        (c) Plan Creates No Employment Rights. Nothing in the Plan shall confer
upon any Participant the right to continue in the employ of the Company for the
Performance Period or thereafter or affect any right which the Company may have
to terminate such employment.

        (d) Governing Law. All rights and obligations under the Plan shall be
governed by and construed in accordance with the laws of the state of New York,
without regard to principles of conflict of laws.

        (e) Tax Withholding. In connection with any payments to a Participant or
other event under the Plan that gives rise to a federal, state, local or other
tax withholding obligation relating to the Plan (including, without limitation,
FICA tax), (i) the Company and any Participating Employer may deduct or withhold
(or cause to be deducted or withheld) from any payment or distribution to such
Participant whether or not pursuant to the Plan or (ii) the Committee shall be
entitled to require that such Participant remit cash (through payroll deduction
or otherwise), in each case in an amount sufficient in the opinion of the
Company to satisfy such withholding obligation.

        (f) Right of Offset. The Company and any Participating Employer shall
have the right to offset against the obligation to pay a Bonus to any
Participant, any outstanding amounts (including, without limitation, travel and
entertainment or advance account balances or amounts repayable to it pursuant to
tax equalization, housing, automobile or other employee programs) such
Participant then owes to it.

        (g) Severability; Entire Agreement. If any of the provisions of this
Plan is finally held to be invalid, illegal or unenforceable (whether in whole
or in part), such provision shall be deemed modified to the extent, but only to
the extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby. This Plan shall not supersede any
other agreement, written or oral, pertaining to the matters covered herein,
except to the extent of any inconsistency between this Plan and any prior
agreement, in which case this Plan shall prevail.

        (h) No Third Party Beneficiaries. The Plan shall not confer on any
person other than the Company and any Participant any rights or remedies
hereunder.

        (i) Participating Employers. Each subsidiary or affiliate of the Company
that employs a Participant shall adopt this Plan by executing Schedule A (a
"Participating Employer"). Except for purposes of determining the amount of each
Participant's Bonus, this Plan shall be treated as a separate plan maintained by
each Participating Employer and the obligation to pay the Bonus to each
Participant shall be the sole liability of the Participating Employer(s) by
which the Participant is employed, and neither the Company nor any other
Participating Employer shall have any liability with respect to such amounts.

        (j) Successors and Assigns. The terms of this Plan shall be binding upon
and inure to the benefit of the Company, each Participating Employer and their
successors and assigns and each permitted successor or assign of each
Participant as provided in Section 7(b).

        (k) Plan Headings. The headings in this Plan are for the purpose of
convenience only and are not intended to define or limit the construction of the
provisions hereof.

        (l) Construction. In the construction of this Plan, the singular shall
include the plural, and vice versa, in all cases where such meanings would be
appropriate. Nothing in this Plan shall preclude or limit the ability of the
Company, its subsidiaries and affiliates to pay any compensation to a
Participant under any other plan or compensatory arrangement whether or not in
effect on the date this Plan was adopted.

        (m) Plan Subject to Stockholder Approval. The Plan is adopted subject to
the approval of the stockholders of the Company at the Company's 2005 Annual
Meeting in accordance with Section 162(m)(4)(C) of the Code and Treasury
Regulation Section 1.162-27(e)(4), and no Bonus shall be payable hereunder
absent such stockholder approval.