exv10w46






Exhibit 10.46








February, 2012



Dear ,



I am pleased to inform you that you will receive a Willis Retention Award payment in the amount of
[Total Willis Award], less legally required withholdings. The Award is subject to the following
terms and conditions:





	o	 	You must be employed by Willis1 on the date that the Willis
Retention Award would normally be distributed to be eligible to
receive such payment.
	 
	o	 	If your employment with Willis ends prior to December 31, 2014 for any
reason other than your incapacity to work due to your permanent
disability (as “disability” or a substantially similar term is defined
within an applicable Willis long term disability plan/policy), death,
your redundancy (as redundancy is determined by Willis in accordance
with its usual human resource administration practices) or your
retirement2, you will be obligated to repay to Willis a
pro-rata portion of the net amount (after Tax and Social
Contributions) of the Willis Retention Award (the “Repayment
Obligation”) — such Repayment Obligation must be promptly satisfied,
as more fully explained below. The amount of your Repayment Obligation
will be calculated by reducing the amount of the Willis Retention
Award by a sum equal to 1/36th of your Willis Retention
Award for each calendar month of employment you complete with Willis
after January 1, 2012.
	 
	o	 	By accepting the terms and conditions of this letter, you irrevocably
authorize Willis (to the extent allowed by applicable law and at
Willis’ discretion and option) to withhold from any salary payments
and/or other payment(s), as may be due to you from Willis at the time
of and/or after your employment ends, such amount as necessary to
satisfy, but not exceed, any Repayment Obligation you may have to
Willis at the end of your employment. If such withholding is
insufficient to satisfy such Repayment Obligation, or if Willis for
any reason does not make any such withholding, you agree to pay to
Willis an amount equal to your unsatisfied Repayment Obligation within
30 days of Willis’s written request for such payment.
	 
	o	 	This letter shall be governed by the laws applicable to the place in
which you are assigned a regular office location by Willis. If any
provision of this letter is found to be invalid or unenforceable by or
under any applicable law, the other provisions shall remain in full
force and effect and shall not be invalidated.




To be eligible to receive the Willis Retention Award described above, please accept the terms and
conditions of this letter via the Compensation Letters Self Service Screen, which indicates that
you accept and agree to the terms and conditions as outlined above. If you accept the terms and
conditions of this letter agreement, your Willis Retention Award will be processed in the next
available payroll run. If you do not accept the terms and conditions of this letter agreement by
July 1, 2012, Willis reserves its right, to the extent allowed by applicable law, to withdraw your
Willis Retention Award. If you require a hard copy of this letter in order to accept the terms and
conditions of your Willis Retention Award, please contact [email address TBC].



Thank you for your ongoing contributions to Willis.



Sincerely,






 




			
	1	 	As used in this letter, “Willis” refers to
that Willis legal entity by which you are employed as of the date of this
letter.
	 
	2	 	To the extent applicable and practicable,
“retirement” will be defined by either (i) your employment agreement (i.e., if
you are subject to an employment agreement which defines retirement or a
substantially similar term) or (ii) a written retirement policy applicable to
you as a Willis employee or (iii) by reference to the ending of your employment
at such mandatory age as may apply in the applicable employment jurisdiction or
(iv) as may be determined by Willis in its absolute discretion.