exv10w4






Exhibit 10.4




WILLIS GROUP HOLDINGS

2001 SHARE PURCHASE AND OPTION PLAN




(AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP

HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND ASSUMED BY

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

ON DECEMBER 31, 2009)



FORM
OF RESTRICTED SHARE UNITS AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS



     THIS AGREEMENT, effective as of [INSERT DATE] is made by and between Willis Group Holdings
Public Limited Company, hereinafter referred to as the “Company”, and the individual (the
“Director”) who has duly completed, executed and delivered the Award Acceptance Form, a copy of
which is set out in Schedule hereto and deemed to be part hereof.



     WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which
are hereby incorporated by reference and made a part of this Agreement; and



     WHEREAS, the Committee (as hereinafter defined) has determined that it would be to the
advantage and best interest of the Company and its shareholders to grant an Award of Restricted
Stock Units (as hereinafter defined) provided for herein to the Director as an incentive for
increased efforts during his or her term as a member of the Board (as defined below), and has
advised the Company thereof and instructed the undersigned officer to issue a Restricted Stock Unit
Award Agreement;




	 	 	NOW, THEREFORE, the parties hereto do hereby agree as follows:





ARTICLE I




DEFINITIONS



     Whenever the following terms are used in this Agreement, they shall have the meaning specified
in the Plan or below unless the context clearly indicates to the contrary.


Section 1.1 - Act




     “Act” shall mean the Companies Act 1963 of Ireland.




Section 1.2  -  Board




     “Board” shall mean the board of directors of the Company.




Section 1.3  -  Change of Control




     “Change of Control” shall mean (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the
rules of the U.S. Securities and Exchange Commission there under as in effect on the date



 









 




hereof) of the ordinary shares of the Company representing more than 50% of the aggregate
voting power represented by the issued and outstanding ordinary shares of the Company; or (b)
occupation of a majority of the seats (other than vacant seats) on the Board by Persons who were
neither (i) nominated by the Company’s Board nor (ii) appointed by directors so nominated. For the
avoidance of doubt, a transaction shall not constitute a Change of Control or other consolidating
event described in Section 9 of the Plan (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 Committee, in its sole discretion, may make an appropriate and
equitable adjustment to the Shares underlying a grant to take into account such transaction,
including to substitute or provide for the issuance of shares of the resulting ultimate parent
entity in lieu of Shares of the Company.



Section 1.4 - Committee




     “Committee” shall mean the Compensation Committee of the Board (or if no such committee is
appointed, the Board).


Section 1.5 - Grant Date




     “Grant Date” shall be [INSERT DATE].




Section 1.6  -  Permanent Disability




     “Permanent Disability” shall mean the Director meets the requirements of the definition of
such term as defined in the Company’s long-term disability plan applicable to the Director or, if
no such plan is applicable, in the event the Director is unable by reason of physical or mental
illness or other similar disability, to perform the material duties and responsibilities of his
position for a period of 180 consecutive business days out of 270 business days.


Section 1.7 - Plan




     “Plan” shall mean the Willis Group Holdings 2001 Share Purchase and Option Plan, as amended
from time to time.


Section 1.8 - Pronouns




     The masculine pronoun shall include the feminine and neuter, and the singular the plural,
where the context so indicates.



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Section 1.9 - Restricted Share Units




     “Restricted Share Units” shall mean a conditional right to receive ordinary shares, par value
of $0.000115 each in the Company (the “Ordinary Shares” or “Shares”) pursuant to the terms of the
Plan upon vesting, as set forth in Section 3.1 of this Agreement.


Section 1.10 - Secretary




     “Secretary” shall mean the Secretary of the Company.


Section 1.11 - Subsidiary




     “Subsidiary” shall mean with respect to the Company, any subsidiary of the Company within the
meaning of Section 155 of the Act.


Section 1.12 - Willis Group




     “Willis Group” shall mean the Company and the Subsidiaries, collectively.



ARTICLE II




GRANT OF RESTRICTED SHARE UNITS


Section 2.1 - Grant of the Restricted Share Units




     Subject to the terms and conditions of the Plan and the additional terms and conditions set
forth in this Agreement, the Company hereby grants Restricted Share Units (hereinafter called
“RSUs”) to the Director, over a number of Shares as stated in Schedule A to this Agreement.


Section 2.2 - RSU Payment




     Subject to Section 5 of the Plan, the Shares to be issued upon vesting of the RSU must be
fully paid up prior to vesting of the RSU by payment of the nominal value (US$0.000115) per Share.
The Committee shall ensure that payment of the nominal value for any Shares underlying the RSU is
received by it on behalf of the Director prior to the vesting date from a non-Irish Subsidiary or
other source and shall establish any procedures or protocols necessary to ensure that payment is
timely received.


Section 2.3
- Director’s Service




     The rights and obligations of the Director as a member of the Board of the Company shall not
be affected by his participation in this Plan or right to participate in the Plan, and the Director
hereby waives any and all rights to compensation or damages in consequence of his termination as a
member of the Board for any reason whatsoever insofar as those rights arise or may arise from his
ceasing to have rights under or be entitled to vest his RSUs following cessation of service. If,
notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction,
then, by participating in the Plan, the Director shall be deemed irrevocably to have



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agreed not to pursue such claim and agrees to execute any and all documents necessary to
request dismissal or withdrawal of such claims.



Section 2.4 - Adjustments in RSUs Pursuant to Merger, Consolidation, etc.




     Subject to Sections 8 and 9 of the Plan, in the event that the outstanding Shares subject to
RSUs are, from time to time, changed into or exchanged for a different number or kind of Shares or
other securities, by reason of a share split, spin-off, shares or extraordinary cash dividend,
share combination or reclassification, recapitalization or merger, Change of Control, or similar
event, the Committee shall, in its absolute discretion, make an appropriate and equitable
adjustment in the number and kind of Shares. In the event of a Change of Control and regardless of
whether the RSUs are assumed or substituted by a successor company, the RSUs shall not immediately
vest unless the Committee so determines at the time of the Change of Control, in its absolute
discretion, on such terms and conditions that the Committee deems appropriate. Any such adjustment
or determination made by the Committee shall be final and binding upon the Director, the Company
and all other interested persons. An adjustment 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 Committee 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.


Section 2.5 - Director Costs




     The Director must make full payment to the Company by which the Director is providing service
of all income tax, payroll tax, payment on account, and social insurance contribution amounts
(“Tax”), which under federal, state, local or foreign law, the Company or any Subsidiary is
required to withhold upon vesting or other tax event of the RSUs. In a case where the Company is
obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any
jurisdiction) for which the Director is liable by virtue of the Director’s participation in the
Plan or any social insurance contributions legally applicable to the Director (the “Tax-Related
Items”), the Director shall make full payment to the Company or any Subsidiary of an amount equal
to the Tax-Related Items, or otherwise enter into arrangements acceptable to the Company or any
Subsidiary to secure that such a payment is made (whether by withholding from cash compensation
paid to the Director or from the proceeds of the sale of Shares acquired at vesting of the RSUs).



     In the event that the Director has not made payment of an amount equal to the Tax-Related
Items liability, or entered into arrangements to secure that such a payment is made by the date of
vesting or shortly thereafter as agreed by the Company, the Director hereby authorizes and empowers
the Company to act on his behalf and procure and effect the sale of a sufficient number of the
Shares arising from the RSUs to vest and pay out of the sale proceeds the Tax-Related Items
liability to the Company or any Subsidiary.



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ARTICLE III




PERIOD OF VESTING


Section 3.1 - Commencement of Vesting




     (a) Provided the Director continues as a member of the Board through the vesting date, the
RSUs shall become vested as follows:



	 	 	 
	 	 	Percentage of Shares as to which
	Vesting Date	 	RSUs Become Vested
	[INSERT DATE]
	 	100%






     (b) In the event the Director ceases to be a member of the Board as a result of Death or
Permanent Disability, the RSUs shall become fully vested with respect to all Ordinary Shares
underlying such RSU Award at the time services end.



     (c) The RSUs may immediately vest, if the Committee, in its sole discretion, so determines
subject to Section 2.4 of the Agreement, upon the effective date of a Change of Control or other
similar event.


Section 3.2 - Conditions to Issuance of Share Certificates




     The Shares to be delivered within one month of each vesting date of the RSUs, as set out in
3.1(a) above, may be either previously authorized but unissued shares or issued Shares held by any
other person. Such Shares shall be fully paid. The Company shall not be required to issue or
deliver any certificate or certificates (or their electronic equivalent) for Shares allotted and
issued upon the applicable vesting date of the RSUs prior to fulfillment of all of the following
conditions:



     (a) The obtaining of approval or other clearance from any state, federal, local or foreign
governmental agency which the Committee shall, in its absolute discretion, determine to be
necessary or advisable; and



     (b) The Director has paid or made arrangements to pay the Tax-Related Items Liability in
accordance with Section 2.5.



     Without limiting the generality of the foregoing, the Committee may in the case of U.S.
resident directors of the Company require an opinion of counsel reasonably acceptable to it to the
effect that any subsequent transfer of Shares acquired on the vesting of RSUs does not violate the
Exchange Act and may issue stop-transfer orders in the U.S. covering such Shares.



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Section 3.3 - Rights as Shareholder




     The Director shall not be, nor have any of the rights or privileges of, a shareholder of the
Company in respect of any Shares that may be received upon the vesting of the RSUs unless and until
certificates representing such Shares (or their electronic equivalent) shall have been issued by
the Company to the Director. No dividend equivalent payments shall be made on the RSUs.


Section 3.4 - Limitation on Obligations




     The Company’s obligation with respect to the RSUs granted hereunder is limited solely to the
delivery to the Director of Shares within the period when such Shares are due to be delivered
hereunder, and in no way shall the Company become obligated to pay cash in respect of such
obligation. This RSU Award shall not be secured by any specific assets of the Company or any of
its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as
attributable or allocated to the satisfaction of the Company’s obligations under this Agreement.
In addition, the Company shall not be liable to the Director for damages relating to any delays in
issuing the share certificates or its electronic equivalent to him (or his designated entities),
any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in
the certificates themselves.



ARTICLE IV




ADDITIONAL TERMS AND CONDITIONS OF THE RSUs


Section 4.1 - Nature of Award




     In accepting the RSUs, the Director acknowledges, understands and agrees that:



     (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be
amended, suspended or terminated by the Company at any time;



     (b) the RSU award is voluntary and occasional and does not create any contractual or other
right to receive future RSU awards, or benefits in lieu of a RSU award, even if RSU awards have
been granted repeatedly in the past;



     (c) all decisions with respect to future RSUs, if any, will be at the sole discretion of the
Company;



     (d) the Director’s participation in the Plan is voluntary;



     (e) the RSUs and any Shares acquired under the Plan are not intended to replace any pension
rights or compensation under any pension arrangement;



     (f) the RSUs and any Shares acquired under the Plan are not part of normal or expected
compensation for any purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service
awards, pension or retirement or welfare benefits or similar payments and in no event should be



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considered as compensation for, or relating in any way to past services to the Company or any
Subsidiary; and




     (g) the future value of the Shares underlying the RSUs is unknown and cannot be predicted with
certainty.


Section 4.2 - No Advice Regarding Grant




     The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Director’s participation in the Plan, the issuance of Shares upon
vesting of the RSUs or sale of the Shares. The Director is hereby advised to consult with his own
personal tax, legal and financial advisors regarding his participation in the Plan before taking
any action related to the Plan.


Section 4.3 - Director Reporting Obligation




     Directors of the Company are subject to certain notification requirements under the Act.
Directors must notify the company for which the Director is providing service of the Director’s
interest in the Company and the number and class of Shares or rights to which the interest relates
within five days of the issuance or disposal of Shares or within five days of becoming aware of the
event giving rise to the notification by submitting a Form 53. This disclosure requirement also
applies to any rights or Shares acquired by the Director’s spouse or children (under the age of
18).



ARTICLE V




DATA PRIVACY NOTICE AND CONSENT


Section 5 - Data Privacy




     (a) The Director hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Director’s personal data as described in this
Agreement and any other RSU materials by and among, as applicable, the Company and its Subsidiaries
for the exclusive purpose of implementing, administering and managing the Director’s participation
in the Plan.



     (b) The Director understands that the Company and its Subsidiaries may hold certain personal
information about the Director, including, but not limited to, the Director’s name, home address,
telephone number, date of birth, social insurance number or other identification number,
compensation, nationality, job title, any Shares or directorships held in the Company, details of
all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Director’s favor, for the exclusive purpose of implementing, administering and
managing the Plan (“Data”).



     (c) The Director understands that Data will be transferred to Morgan Stanley SmithBarney or to
any other third party assisting in the implementation, administration and management of the Plan.
The Director understands that the recipients of the Data may be located in the Director’s country
or elsewhere, and that the recipients’ country (e.g., Ireland)



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may have different data privacy laws and protections from the Director’s country. The
Director understands that he may request a list with the names and addresses of any potential
recipients of the Data by contacting his local human resources representative. The Director
authorizes the Company, Morgan Stanley SmithBarney and any other recipients of Data which may
assist the Company (presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the
sole purpose of implementing, administering and managing his participation in the Plan. The
Director understands that Data will be held only as long as is necessary to implement, administer
and manage the Director’s participation in the Plan. The Director understands that he may, at any
time, view Data, request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing his local human resources representative. The Director understands,
however, that refusing or withdrawing his consent may affect the Director’s ability to participate
in the Plan. For more information on the consequences of the Director’s refusal to consent or
withdrawal of consent, the Director understands that he may contact his local human resources
representative.




ARTICLE VI




MISCELLANEOUS


Section 6.1 - Administration




     The Committee shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the Director, the Company and
all other interested persons. No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or the RSUs.
In its absolute discretion, the Committee may at any time and from time to time exercise any and
all rights and duties of the Committee under the Plan and this Agreement.


Section 6.2 - RSUs Not Transferable




     Neither the RSUs nor any interest or right therein or part thereof shall be subject to the
debts, contracts or engagements of the Director or his successors in interest or shall be subject
to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect; provided,
however, that this Section 6.2 shall not prevent transfers made solely for estate planning
purposes or under a will or by the applicable laws of inheritance.


Section 6.3 - Binding Effect




     The provisions of this Agreement shall be binding upon and accrue to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and assigns.



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Section 6.4 - Notices




     Any notice to be given under the terms of this Agreement to the Company shall be addressed to
the Company at the following address:



Willis Group Holdings Public Limited Company

c/o Willis Group Limited

51 Lime Street

London England EC3M 7DQ

Attention: Company Secretary



and any notice to be given to the Director shall be addressed to her at the address given beneath
her signature hereto.




     By a notice given pursuant to this Section 6.4, either party may hereafter designate a
different address for notices to be given to him. Any notice that is required to be given to the
Director shall, if the Director is then deceased, be given to the Director’s personal
representatives if such representatives have previously informed the Company of their status and
address by written notice under this Section 6.4. Any notice shall have been deemed duly given
when sent by facsimile or enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service or the United Kingdom’s Post Office or in the case of a notice given
by an Director resident outside the United States of America or the United Kingdom, sent by
facsimile or by a recognized international courier service.


Section 6.5 - Titles




     Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.


Section 6.6 - Applicability of Plan




     The RSUs Award shall be subject to all of the terms and provisions of the Plan, to the extent
applicable to the RSUs Award. In the event of any conflict between this Agreement and the Plan,
the terms of the Plan shall control.


Section 6.7 - Amendment




     This Agreement may be amended only by a document executed by the parties hereto, which
specifically states that it is amending this Agreement.


Section 6.8 - Governing Law




     This Agreement shall be governed by, and construed in accordance with the laws of Ireland,
without regard to conflicts of law principles.



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Section 6.9 - Jurisdiction; Arbitration




     Each party hereto hereby consents to the jurisdiction of the federal and state courts in the
State of New York, irrevocably waives any objection it may now or hereafter have to laying of the
venue of any suit, action, or proceeding in connection with this Agreement in any such court, and
hereby irrevocably waive 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 the Director with respect to this Agreement may be brought in any court, domestic or
foreign, or before any similar domestic or foreign authority other than in a court of competent
jurisdiction in the State of New York, and the Company and the Director hereby irrevocably waive
any right which he may otherwise have had to bring such action in any other court, domestic or
foreign, or before any similar domestic or foreign authority. The Company and the Director hereby
submit accordingly to the jurisdiction of such courts for the purpose of any such suit, action or
proceeding, and further agrees that service upon it shall be sufficient if made by registered mail;
provided, however, with respect to the provisions of this Agreement governed by the
laws of the State of New York, any dispute hereunder or with regard to any document or agreement
referred to herein, shall be resolved by arbitration before the American Arbitration Association in
New York City, New York. The determination of the arbitrator shall be final and binding on the
parties hereto and may be entered in any court of competent jurisdiction. In the event of any
arbitration or other disputes with regard to this Agreement or any other document or agreement
referred to herein, the Company shall pay the Directors legal fees and disbursements promptly upon
presentation of invoices thereof, subject to an obligation of the Director to repay such amounts if
an arbitrator finds the Directors positions in such arbitration or dispute to have been frivolous
or made in bad faith.


Section 6.10 - Electronic Delivery




     The Company may, in its sole discretion, decide to deliver any documents related to current or
future participation in the Plan by electronic means. The Director hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through an on-line or
electronic system established and maintained by the Company or a third party designated by the
Company.


Section 6.11 - Schedule B




     The RSUs shall be subject to any special provisions set forth in Schedule B for the Director’s
country of residence, if any. If the Director relocates to one of the countries included in
Schedule B during prior to the vesting of the RSUs, the special provisions for such country shall
apply to the Director, to the extent the Company determines that the application of such provisions
is necessary or advisable in order to comply with local law or facilitate the administration of the
Plan. Schedule B constitutes part of this Agreement.


Section 6.12 - Severability




     The provisions of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions
shall nevertheless be binding and enforceable.



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Section 6.13 - Imposition of Other Requirements




     The Company reserves the right to impose other requirements on the RSUs and the Shares
acquired upon vesting of the RSUs, to the extent the Company determines it is necessary or
advisable in order to comply with local laws or facilitate the administration of the Plan, and to
require the Director to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.


Section 6.14 - Code Section 409A




     For purposes of U.S. taxpayers, the grant and settlement of the RSUs is intended to be exempt
from Section 409A of the Code under the “short-term deferral” exception, and in any event in
compliance with Section 409A of the Code, and this Agreement will be interpreted, operated and
administered in a manner that is consistent with this intent. In furtherance of this intent, the
Committee may, at any time and without the Director’s consent, modify the terms of the RSU as it
determines appropriate to comply with the requirements of Section 409A of the Code and the related
U.S. Department of Treasury guidance. The Company makes no representation or covenant to ensure
that the RSUs, settlement of the RSUs or other payment hereunder are exempt from or compliant with
Section 409A of the Code, and will have no liability to the Director or any other party if the
settlement of the RSUs or other payment hereunder that is intended to be exempt from, or compliant
with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the
Committee with respect thereto.


Section 6.15 - Counterparts




     This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the Company and the Director have each executed this Agreement.




	 	 	 	 	 	 	 

	 	 	WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	Title:
	 	 	 	 






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SCHEDULE A




WILLIS GROUP HOLDINGS

2001 SHARE PURCHASE AND OPTION PLAN



(AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP

HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND ASSUMED BY

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

ON DECEMBER 31, 2009)



RESTRICTED SHARE UNITS AWARD AGREEMENT- ACCEPTANCE FORM FOR 

NON-EMPLOYEE DIRECTORS



	 	 	 

	Name
	 	 
	 
	 	 
	Number of RSUs Granted
	 	 
	 
	 	 
	Grant Date

	 	[INSERT DATE]





I accept the grant of Restricted Share Units (RSUs) under the Willis Group Holdings 2001 Share
Purchase and Option Plan, as amended from time to time and I agree to be bound by the terms and
conditions of the Restricted Share Units Award Agreement dated [INSERT DATE].




	 

	Signature:

	 

	Address:






Once completed, please return one copy of this form to:



Company Secretary

Willis Group Holdings Public Limited Company

c/o Willis Group Limited

51 Lime Street

London

EC3M 7DQ

United Kingdom






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SCHEDULE B




WILLIS GROUP HOLDINGS

2001 SHARE PURCHASE AND OPTION PLAN



(AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP

HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND ASSUMED BY

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY



ON DECEMBER 31, 2009)



APPENDIX TO



RESTRICTED SHARES UNITS AWARD AGREEMENT FOR NON-EMPLOYEE

DIRECTORS



Terms and Conditions



This Schedule B includes additional terms and conditions that govern the RSU Award granted to the
Director under the Plan if the Director resides in one of the countries listed below. This Schedule
B forms part of the Agreement. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement or the Plan.




Notifications



This Schedule B also includes information based on the securities, exchange control and other laws
in effect in the Director’s country as of April 2010. Such laws are often complex and change
frequently. As a result, the Company strongly recommends that the Director not rely on the
information noted herein as the only source of information relating to the consequences of the
Director’s participation in the Plan because the information may be out of date at the time the
RSUs vest under the Plan.



In addition, the information is general in nature. The Company is not providing the Director with
any tax advice with respect to the RSUs. The information is provided below may not apply to the
Director’s particular situation, and the Company is not in a position to assure the Director of any
particular result. Accordingly, the Director is strongly advised to seek appropriate professional
advice as to how the tax or other laws in the Director’s country apply to the Director’s situation.



If the Director is a citizen or resident of a country other than the one the Director is providing
service in or transfers his or her service after the Grant Date the information contained in this
Schedule B may not be applicable the Director.



IRELAND



There are no country-specific provisions.








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UNITED KINGDOM




Terms and Conditions



Director Costs. This provision supplements Section 2.5 of the Agreement:



The Director understands and agrees that it is his obligation to satisfy the full amount of
Tax-Related Items that the Grantee owes at vesting of the RSUs, or the release or assignment of the
RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the
“Taxable Event”) within 90 days after the Taxable Event, or such other period specified in section
222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003. Notwithstanding the foregoing,
where the Company is obliged to (or would suffer a disadvantage if it were not to) account for any
income tax or National Insurance Contributions (“NICs”) for which the Director is liable by virtue
of the Director’s participation in the Plan, the Director shall make full payment to the Company or
any Subsidiary of an amount equal to the Tax-Related Items, or otherwise enter into arrangements
acceptable to the Company or any Subsidiary to secure that such a payment by any method set forth
in Section 2.5 of the Agreement within 90 days after the Taxable Event although the Director
acknowledges that he ultimately will be responsible for reporting any income tax or NICs due on the
RSU income directly to the HMRC under the self-assessment regime.



UNITED STATES OF AMERICA




Notifications



Exchange Control Information. If the Director hold assets (i.e., RSUs, shares) or other financial
assets in an account outside of the United States and the aggregate amount of said assets is
US$10,000 or more, the Director is required to submit a report of Foreign Bank and Financial
Account (“FBAR”) with the United States Internal Revenue Service by June 30 of the year following
the year in which the assets in your account meet the US$10,000 threshold.





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