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                                                                     Exhibit 4.3



                          WILLIS GROUP HOLDINGS LIMITED

               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN





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                                    ARTICLE I

                                   DEFINITIONS

1.1    "Affiliate" means with respect to any Person (as defined herein), any
       entity directly or indirectly controlling, controlled by or under common
       control with such Person.

1.2    "Board" means the board of directors of the Company.

1.3    "Cash Account" shall mean the account created by the Company pursuant to
       Article III of this Plan in accordance with an election by a Director to
       receive deferred cash compensation under Article II hereof.

1.4    "Change of Control" means (a)(i) a sale of all or substantially all of
       the assets of the Company to a Person who is not KKR or any Affiliate of
       KKR (ii) a sale by KKR or any of its Affiliates resulting in more than
       50% of the Shares of the Company being held by a Person or Group (other
       than a Person or Group in which KKR or any of its respective Affiliates
       has a material interest) or (iii) a takeover, reconstruction or
       winding-up involving the Company or KKR or any of its respective
       Affiliates resulting in a Person or Group (other than a Person or Group
       in which KKR or any of its respective Affiliates has a material interest)
       holding more than 50% of the Shares of the Company (or the resulting
       controlling entity) immediately after any such business combinations; if
       and only if (b) any such event results in the inability of the KKR
       Partnership (as defined herein) to elect a majority of the Board (or the
       resulting entity).

1.5    "Committee" means a committee of the Board.

1.6    "Company" means Willis Group Holdings Limited, a company incorporated in
       Bermuda.

1.7    "Director" means a member of the Board who is not an employee of the
       Company or any of its subsidiaries.

1.8    "Fees" means amounts earned for serving as a member of the Board or any
       Committee.

1.9    "Group" means two or more Persons acting together as a partnership,
       limited partnership, syndicate or other group for the purpose of
       acquiring holding or disposing of securities of the Company.

1.10   "KKR" means Kohlberg, Kravis, Roberts & Co., L.P.

1.11   "KKR Partnership" shall mean Profit-Sharing (Overseas) Limited
       Partnership, an Affiliate of KKR.

1.12   "Listed" means the listing of the Shares on the New York Share Exchange
       or any other major stock exchange and the sale of the Shares (or American
       Depository Shares representing such Shares) to the public pursuant to an

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       effective registration statement (other than a registration statement on
       Form F-4 or S-8 or any similar or successor forms) filed under the
       Securities Act of 1933 (USA).

1.13   "Shares" means the common shares of the Company, par value $0.000115 per
       share.

1.14   "Person" means an individual, partnership, corporation, limited liability
       company business trust, joint share company, trust, unincorporated
       association, joint venture governmental authority or other entity of
       whatever nature.

1.15   "Plan" means this Willis Group Holdings Limited Non-Employee Directors'
       Deferred Compensation Plan as it may be amended from time to time.

1.16   "Share Account" means the account created by the Company pursuant to
       Article III of this Plan in accordance with an election by a Director to
       defer Fees and receive share-related compensation under Article II
       hereof.

1.17   "Share Value" shall mean, on a per share basis, for any given day, (i) if
       the Shares are not Listed, the fair market value per Share, as determined
       by the Board on the relevant calculation date, and (ii) if the Shares are
       Listed, the price per Share equal to the average of the last sale price
       of the Shares on each of the ten trading days prior to the relevant
       calculation date on the New York Stock Exchange or, if there shall have
       been no sales on such exchange on any such trading day, the average of
       the closing bid and asked prices on such exchange at the end of such
       trading day or if there is no such bid and asked price on the next
       preceding date when such bid and asked price occurred or, if the Shares
       shall not be so listed, the average of the closing sales prices as
       reported by NASDAQ at the end of the relevant calculation date in the
       over-the-counter market.

1.18   "Year" shall mean calendar year.

1.19   "He", "Him" or "His" shall apply equally to male and female members of
       the Board.


                                   ARTICLE II

                                ELECTION TO DEFER

2.1    A Director may elect, on or before December 31 of any Year, to
       irrevocably defer payment of all or a specified part of all Fees earned
       during the Year following such election and succeeding Years (until the
       Director ceases to be a Director or elects (in writing) to change such
       election); PROVIDED, HOWEVER, that with respect to Year 2001 a Director
       may elect, on or before the thirtieth day following the effective date
       of this Plan, to defer all or a specified part of all Fees earned on or
       after the date of adoption of this Plan (and which have not been paid
       to him). Any person who shall become a Director during any


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       Year, and who was not a Director of the Company on the preceding December
       31, may elect, before the Director's term begins, to defer payment of all
       or a specified part of such Fees earned during the remainder of such Year
       and for succeeding Years. Any Fees deferred pursuant to this Section 2.1
       shall be paid to the Director at the time(s) and in the manner specified
       in Article IV hereof, as designated by the Director.

2.2    The election to participate in the Plan and manner of payment shall be
       designated by submitting a letter in the form attached hereto as Appendix
       A to the Secretary of the Company.

2.3    The election shall continue from Year to Year unless the Director changes
       such election by written request delivered to the Secretary of the
       Company at least six months prior to the commencement of the Year for
       such the changed election shall be effective.


                                   ARTICLE III

                         DEFERRED COMPENSATION ACCOUNTS

3.1    The Company shall maintain separate accounts for the Fees deferred by
       each Director, based on the elections each Director has made.

3.2    If a Director has elected to defer a portion of his or her Fees into a
       cash account, on the first day of each quarter, the Company shall credit
       such cash account of each Director with interest calculated on the basis
       of the balance in such account on the first day of each month of the
       preceding quarter at the interest rate the Company does or could earn on
       a bank account of similar size with its principal lender as in effect
       from time to time (the "CASH ACCOUNT").

3.3    Fees deferred into the Cash Account shall be held in the general assets
       of the Company and no separate fund or trust shall be created or moneys
       set aside on account of the Cash Account. Further, the Company shall not
       be required to acquire, reserve, segregate, or otherwise set aside shares
       of its Shares for the payment of its obligations, if any, with respect to
       the Share Account, but shall make available as and when required a
       sufficient number of shares of its Shares to meet the needs of the Plan.

3.4    If a Director has elected to defer a portion of his or her Fees into a
       stock account, the Company shall credit, on the tenth day after the
       Company announces its quarterly results (which shall from time to time
       either follow or precede each corresponding quarterly date on which the
       Fees would otherwise become payable to the Director if the Director had
       elected to defer the Fees into a Cash Account), the Share Account of each
       Director with the number of Shares, which is equal to the deferred Fees
       otherwise payable to the Director as to which an election to receive
       share-related compensation has been made, divided by the Share Value (the
       "SHARE ACCOUNT"). For the purposes of this Section 3.2, the Share Value
       shall be determined on the date the Fees are actually credited to the
       Director's Share Account pursuant to this Section 3.4.



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3.5    The Company shall credit, on the date that any dividends are paid with
       respect to the Shares, the Share Account of each Director who has elected
       to defer Fees with the number of Shares equivalent to the product of (x)
       the amount of any dividend paid, multiplied by (y) the quotient of (a)
       the number of Shares represented in the relevant Director's Share
       Account, divided by (b) the Share Value on the dividend payment date.

3.6    If adjustments are made to the authorized or issued share capital of the
       Company as a result of split-ups, recapitalizations, mergers,
       consolidations and the like, an appropriate adjustment shall also be made
       in the number of Shares credited to the Directors' Share Account.

3.7    The value of the Shares shall be computed to two decimal places.

3.8    Nothing contained herein shall be deemed to create a trust of any kind or
       any fiduciary relationship. To the extent that any Person acquires a
       right to receive payments from the Company under the Plan, such right
       shall be no greater than the right of any unsecured general creditor of
       the Company.


                                   ARTICLE IV

                        PAYMENT OF DEFERRED COMPENSATION

4.1    Subject to the second succeeding sentence of this Section 4.1 and to
       Section 4.4, amounts contained in a Director's Cash Account and/or Share
       Account shall be distributed as the Director's election (made pursuant to
       Section 2.2 of Article II hereof) shall provide. Distributions shall
       begin upon the earlier of the first day of the Year following the
       Director's retirement (other than retirement by rotation), resignation,
       removal or separation from the Board, or the termination of this Plan.
       The total amounts credited to a Director's Cash Account shall be paid in
       cash (equal to the amount of the Fees and interest that have accumulated
       in the Director's Cash Account pursuant to Article III); the total
       amounts credited to a Director's Share Account shall be paid in Shares
       (equal to the number of Shares that have accumulated in the Director's
       Share Account pursuant to Article III).

4.2    Each Director shall have the right to designate a beneficiary who is to
       succeed to his right to receive payments hereunder in the event of his
       death. Any designated beneficiary shall receive payments in the same
       manner as the Director would have received payments if he had lived. In
       case of a failure of designation or the death of a designated beneficiary
       without a designated successor, the balance of the amounts contained in
       the Director's Cash Account and/or Share Account shall be payable in
       accordance with Section 4.1 to the Director's or former Director's estate
       in full on the first day of the Year following the Year in which he dies.
       No designation of beneficiary or change in beneficiary shall be valid
       unless in writing signed by the Director and filed with the Secretary of
       the Company.

4.3    The Company shall not, and no Director or his beneficiary shall have the
       right to require the Company to, allot and issue any Shares (or other
       securities of


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       the Company) as payment in respect of any amounts due and payable to him
       pursuant to this Plan in lieu of the payment in cash in respect of the
       Director's Cash Account, as provided in Section 4.1 above.

4.4    Notwithstanding anything set forth in this Article IV, no distributions
       shall be made until the shareholders of the Company approve the
       establishment of this Plan; PROVIDED, HOWEVER, that this Plan shall
       terminate and be of no further force and effect in the event such
       shareholder approval is not obtained prior to December 31, 2001.


                                    ARTICLE V

                     ADMINISTRATION; INTERPRETATION; SHARES

                           AVAILABLE FOR DISTRIBUTION

5.1    The Committee shall administer and interpret the Plan in its sole
       discretion, and the Company shall maintain the Plan at its expense. All
       decisions made by the Committee with respect to issues hereunder shall be
       final and binding on all parties.

5.2    Except to the extent required by law, the right of any Director or any
       beneficiary to any benefit or to any payment hereunder shall not be
       subject in any manner to attachment or other legal process for the debts
       of such Director or beneficiary; and any such benefit or payment shall
       not be subject to alienation, sale, transfer assignment or encumbrance.

5.3    The number of Shares available for distribution in respect of the payment
       of Share Accounts shall be 500,000 authorized Shares as of the effective
       date of this plan.


                                   ARTICLE VI

               AMENDMENT OF PLAN; GOVERNING LAW; CHANGE OF CONTROL

6.1    The Plan may be amended, suspended or terminated in whole or in part from
       time to time by the Board except that no amendment, suspension, or
       termination shall apply to the payment to any Director or beneficiary of
       a deceased Director of any amounts previously credited to a Director's
       Cash Account and/or Share Account.

6.2    This Plan shall be governed by and construed and enforced in accordance
       with the laws of Bermuda.

6.3    In the event of a Change of Control, all amounts contained in each
       Director's Cash Account and/or Share Account shall be distributed (in a
       lump sum or in equal annual installments) as the Director's election
       shall provide within thirty (30) days after the occurrence of a Change of
       Control.


Effective the 3rd day of May, 2001.



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