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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Second Amendment, dated as of January 1, 2003 to the Amended and Restated Employment Agreement entered into by
and between Willis North America Inc. ("Willis US") and Joseph J. Plumeri ("Executive") effective as of March 26, 2001 (the
WHEREAS, the parties wish to formally amend the Employment Agreement and reflect their mutual agreement and
understanding of the modification.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable
consideration, receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1(b)(ii) of the Employment Agreement is hereby amended by the substituting for the words "Fiscal Year 2002"
the words "Fiscal Years 2002 and 2003" therein.
All other terms of the Employment Agreement, as amended, not specifically amended or modified by this Second
Amendment, shall remain in full force and effect and unaltered by this Second Amendment.
SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WILLIS NORTH AMERICA, INC.
/s/ WILLIAM P. BOWDEN, JR.
William P. Bowden, Jr.
/s/ JOSEPH J. PLUMERI
Joseph J. Plumeri