Willis Partners Plan
OPTION AGREEMENT (Amended and Restated October 21, 2008)
THIS AGREEMENT , effective as of May 6, 2008 is made by and between Willis Group Holdings
Limited, hereinafter referred to as the “Company” and the individual (the “Optionee”) who has duly completed,
executed and delivered the Option Acceptance Form, a copy of which is set out in Schedule A attached hereto
and deemed to be a part hereof and, if applicable, the Agreement of Restrictive Covenants and Other
Obligations, a copy of which is set out in Schedule B attached hereto and deemed to be a 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 Board (as hereinafter defined) has determined that it would be to the advantage and
best interest of the Company and its shareholders to grant the Option (as hereinafter defined) provided for herein
to Optionee as an incentive for increased efforts on the part of Optionee during Optionee’s employment with the
Company or its subsidiaries, and has advised the Company thereof and instructed the undersigned officer to grant
NOW, THEREFORE , the parties hereto do hereby agree as follows:
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 - Adjusted Earnings Per Share
“Adjusted Earnings Per Share” shall mean the adjusted earnings per share as stated by the Company in
its annual financial results as published by the New York Stock Exchange.
Section 1.2 - Adjusted Operating Margin
“Adjusted Operating Margin” shall mean the adjusted operating margin as stated by the Company in its
annual financial results as published by the New York Stock Exchange.
Section 1.3 - Board
“Board” shall mea