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                                                                     Exhibit 4.6

                              AMENDED AND RESTATED
                                WILLIS AWARD PLAN
                              FOR KEY EMPLOYEES OF
                          WILLIS GROUP HOLDINGS LIMITED


1.    PURPOSE OF PLAN

      The Willis Award Plan for Key Employees of Willis Group Holdings Limited
      (the "Plan") is designed:

      (a)   to promote the long term financial interests and growth of Willis
            Group Holdings Limited (the "Company") and its subsidiaries by
            attracting and retaining management personnel with the training,
            experience and ability to enable them to make a substantial
            contribution to the success of the Company's business;

      (b)   to motivate management personnel by means of growth-related
            incentives to achieve long range goals; and

      (c)   to further the alignment of interests of participants with those of
            the shareholders of the Company through opportunities for increased
            share ownership in the Company.

2.    DEFINITIONS

      As used in the Plan, the following words shall have the following
meanings:

      (a)   "Affiliate" shall mean with respect to any Person, any entity
            directly or indirectly controlling, controlled by or under common
            control with such Person.

      (b)   "Board" means the board of directors of the Company, or a duly
            authorised committee thereof.

      (c)   "Change of Control" means (i) a sale of all or substantially all of
            the assets of the Company to a Person who is not Kohlberg Kravis
            Roberts & Co., L.P. ("KKR") or an Affiliate of KKR, (ii) a sale by
            KKR or any of its Affiliates resulting in more than 50% of the
            voting 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 voting
            ordinary shares of the Company (or the resulting controlling entity)
            immediately after any such business combinations; if and only if any
            such event results in the inability of the KKR Partnership (as
            defined herein) to elect a majority of the Board of Directors of the
            Company (or the resulting entity).





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      (d)   "Employee" means a person, including an officer, in the regular
            employment of the Company or one of its Subsidiaries who, in the
            opinion of the Board, is, or is expected to be, primarily
            responsible for the management, growth or protection of some part or
            all of the business of the Company.

      (e)   "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
            amended.

      (f)   "Fair Market Value" means such value of a Share as determined no
            less than annually (or more frequently if the Board of Directors so
            determines is required), in good faith by the Board of Directors,
            after it has taken into consideration certain factors (including,
            without limitation, the general condition of the Company's industry,
            the historical performance of the Company, and the Company's
            financial prospects) and after it has consulted with an independent
            investment banking firm selected with the consent of the GEC. In
            addition, after determining the Fair Market Value, the value of an
            individual Participant's shares, on a per share basis, shall not be
            reduced to reflect the illiquidity or minority nature associated
            with such Participant's shares.

      (g)   "GEC" shall mean the Group Executive Committee of Willis Group
            Limited, or its successor body, or if none, the Board.

      (h)   "Grant" means an award made to a Participant pursuant to the Plan
            and described in Paragraph 5, including, without limitation, an
            award of an U.S. Incentive Stock Option U.S. Non-Qualified Stock
            Option, Share Appreciation Right, Performance Unit, Performance
            Share or any Other Share-Based Grant or any combination of the
            foregoing.

      (i)   "Grant Agreement" means an agreement between the Company and a
            Participant that sets forth the terms, conditions and limitations
            applicable to a Grant.

      (j)   "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.

      (k)   "KKR Partnership" means Profit Sharing (Overseas) Limited,
            Partnership, an affiliate of KKR.

      (l)   "Options" means the collective reference to "U.S. Incentive Stock
            Options" and "U.S. Non-Qualified Stock Options."

      (m)   "Option Agreement" means an agreement between the Company and a
            Participant that sets forth the terms, conditions and limitations
            applicable to a Option.

      (n)   "Ordinary Shares" or "Share" means management common shares in the
            Company.

      (o)   "Participant" means an Employee to whom one or more Options have
            been granted and such Options have not all been forfeited or
            terminated under the Plan.


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      (p)   "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.

      (q)   "Share-Based Grants" means the collective reference to the grant of
            Share Appreciation Rights, Performance Units, Performance Shares,
            and Other Share-Based Grants.

      (r)   "Subsidiary" shall mean a body corporate which is a subsidiary of
            the Company (within the meaning of Section 736 of the Companies Act
            1985).

3.    ADMINISTRATION OF PLAN

      (a)   The Plan shall be administered by the Board. None of the members of
            the Board shall be eligible to be selected for Grants under the
            Plan, or have been so eligible for selection within one year prior
            thereto; PROVIDED, HOWEVER, that the members of the Board shall
            qualify to administer the Plan for purposes of Rule 16b-3
            (and any other applicable rule) promulgated under Section 16(b)
            of the Exchange Act to the extent that the Company is subject
            to such rule. The Board may adopt its own rules of procedure, and
            action of a majority of the members of the Board taken at a meeting,
            or action taken without a meeting by unanimous written consent,
            shall constitute action by the Board. The Board shall have the power
            and authority to administer, construe and interpret the Plan, to
            make rules for carrying it out and to make changes in such rules.
            Any such interpretations, rules, and administration shall be
            consistent with the basic purposes of the Plan.

      (b)   The Board may delegate to the Chief Executive Officer and to other
            senior officers of the Company its duties under the Plan subject to
            such conditions and limitations as the Board shall prescribe except
            that only the Board may designate and make Grants to Participants
            who are subject to Section 16 of the Exchange Act.

      (c)   The Board may employ lawyers, consultants, accountants, appraisers,
            brokers or other persons. The Board, the Company, and the officers
            and directors of the Company shall be entitled to rely upon the
            advice, opinions or valuations of any such persons. All actions
            taken and all interpretations and determinations made by the Board
            in good faith shall be final and binding upon all Participants, the
            Company and all other interested persons. No member of the Board
            shall be personally liable for any action, determination or
            interpretation made in good faith with respect to the Plan or the
            Grants, and all members of the Board shall be fully protected by the
            Company with respect to any such action, determination or
            interpretation.

4.    ELIGIBILITY

      (a)   The Board may from time to time make Grants under the Plan to such
            Employees and in such form and having such terms, conditions and
            limitations as the Board may determine. No Grants may be made under
            this Plan to non-employee directors of Company or any of its
            Subsidiaries. The terms, conditions and limitations of each Grant
            under the Plan shall be set forth in a Grant Agreement, in a form
            approved by the Board, consistent, however, with the terms of the
            Plan; PROVIDED, HOWEVER, that such Grant Agreement shall contain
            provisions dealing with the treatment of Grants

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            in the event of the termination, death or disability of a
            Participant, and may also include provisions concerning the
            treatment of Grants in the event of a change of control of the
            Company.

5.    GRANTS

      From time to time, the Board will determine the forms and amounts of
      Grants for Participants. Such Grants may take the following forms in the
      Board's sole discretion:

      (a)   U.S. INCENTIVE STOCK OPTIONS - These are stock options within the
            meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as
            amended ("Code"), to purchase Ordinary Shares. In addition to other
            restrictions contained in the Plan, an option granted under this
            Paragraph 5(a), (i) may not be exercised more than 10 years after
            the date it is granted, (ii) may not have an option price less than
            the Fair Market Value of Ordinary Shares on the date the option is
            granted, (iii) must otherwise comply with Code Section 422, and (iv)
            must be designated as an "Incentive Stock Option" by the Board. The
            maximum aggregate Fair Market Value of Ordinary Shares (determined
            at the time of grant) with respect to which Incentive Stock Options
            are first exercisable with respect to any participant under this
            Plan and any Incentive Stock Options granted to the Participant for
            such year under any plans of the Company or any Subsidiary in any
            calendar year is $100,000. Payment of the option price shall be made
            in cash in accordance with the terms of the Plan, the Option
            Agreement, and of any applicable guidelines of the Board in effect
            at the time.

      (b)   U.S. NON-QUALIFIED STOCK OPTIONS - These are options to purchase
            Ordinary Shares which are not designated by the Board as "U.S.
            Incentive Stock Options". At the time of grant the Board shall
            determine, and shall include in the Option Agreement or other Plan
            rules, the option exercise period, the option price, and such other
            conditions or restrictions on the grant or exercise of the option as
            the Board deems appropriate. In addition to other restrictions
            contained in the Plan, an option granted under this Paragraph 5(b)
            may not be exercised more than 10 years after the date it is
            granted. Payment of the option price shall be made in cash in
            accordance with the terms of the Plan, the Option Agreement and of
            any applicable guidelines of the Board in effect at the time.

      (c)   SHARE APPRECIATION RIGHTS - These are rights that on exercise
            entitle the holder to receive the excess of (i) the Fair Market
            Value of a share of Ordinary Shares on the date of exercise over
            (ii) the Fair Market Value on the date of Grant (the "base value")
            multiplied by (iii) the number of rights exercised as determined by
            the Board. Share Appreciation Rights granted under the Plan may, but
            need not be, granted in conjunction with an Option under Paragraph
            5(a) or 5(b). The Board, in the Grant Agreement or by other Plan
            rules, may impose such conditions or restrictions on the exercise of
            Share Appreciation Rights as it deems appropriate, and may
            terminate, amend, or suspend such Share Appreciation Rights at any
            time. No Share Appreciation Right granted under this Plan may be
            exercised less than 6 months or more than 10 years after the date it
            is granted except in the event of death or disability of a
            Participant. To the extent that any Share Appreciation Right that
            shall have become exercisable but shall not have been exercised or
            cancelled or by reason of any termination of employment, shall have
            become non-exercisable, it shall be deemed to have been exercised
            automatically, without any notice of exercise, on the last day of


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            which it is exercisable, provided that any conditions or limitations
            on its exercise are satisfied (other than (i) notice of exercise and
            (ii) exercise or election to exercise during the period prescribed)
            and the Share Appreciation Right shall then have value. Such
            exercise shall be deemed to specify that the holder elects to
            receive cash and that such exercise of a Share Appreciation Right
            shall be effective as of the time of automatic exercise.

      (d)   PERFORMANCE UNITS - These are rights to receive at a specified
            future date, payment in cash of an amount equal to all or a portion
            of the value of a unit granted by the Board. At the time of the
            Grant, in the Grant Agreement or by other Plan rules, the Board must
            determine the base value of the unit, the performance factors
            applicable to the determination of the ultimate payment value of the
            unit and the period over which Company performance will be measured.
            These factors must include a minimum performance standard for the
            Company below which no payment will be made and a maximum
            performance level above which no increased payment will be made. The
            term over which Company performance will be measured shall be not
            less than six months.

      (e)   PERFORMANCE SHARES - These are rights to receive at a specified
            future date, payment in cash or Ordinary Shares, as determined by
            the Board, of an amount equal to all or a portion of the Fair Market
            Value for all days that the Ordinary Shares are traded during the
            last forty-five (45) days of the specified period of performance of
            a specified number of shares of Ordinary Shares at the end of a
            specified period based on Company performance during the period. At
            the time of the Grant, the Board, in the Grant Agreement or by Plan
            rules, will determine the factors which will govern the portion of
            the rights so payable and the period over which Company performance
            will be measured. The factors will be based on Company performance
            and must include a minimum performance standard for the Company
            below which no payment will be made and a maximum performance level
            above which no increased payment will be made. The term over which
            Company performance will be measured shall be not less than six
            months. Performance Shares will be granted for no consideration.

      (f)   OTHER SHARE-BASED GRANTS - The Board may make other Grants under the
            Plan pursuant to which Ordinary Shares, are or may in the future be
            acquired, or Grants denominated in Share units, including ones
            valued using measures other than market value. Other Share-Based
            Grants may be granted with or without consideration. Such Other
            Share-Based Grants may be made alone, in addition to or in tandem
            with any Grant of any type made under the Plan and must be
            consistent with the purposes of the Plan.

6.    LIMITATIONS AND CONDITIONS

      (a)   The number of Shares available for Grants under this Plan shall be
            5,000,000 Shares; PROVIDED, HOWEVER, that in no event shall the
            total number of Shares subject to options and other equity for
            current and future Participants exceed 25% of the equity of the
            Company on a fully diluted basis. Shares subject to Grants that are
            forfeited, terminated, canceled or expire unexercised, shall
            immediately become available for other Grants.
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      (b)   No Grants shall be made under the Plan beyond ten years after the
            effective date of the Plan, but the terms of Grants made on or
            before the expiration of the Plan may extend beyond such expiration.
            At the time a Grant is made or amended or the terms or conditions of
            a Grant are changed, the Board may provide for limitations or
            conditions on such Grant.

      (c)   Nothing contained herein shall affect the right of the Company to
            terminate any Participant's employment at any time or for any
            reason. The rights and obligations of any individual under the terms
            of his office or employment with the Company or any Subsidiary shall
            not be affected by his participation in this Plan or any right which
            he may have to participate in it, and an individual who participates
            in it shall waive any and all rights to compensation or damages in
            consequence of the termination of his office or employment for any
            reason whatsoever insofar as those rights arise or may arise from
            his ceasing to have rights under or be entitled to exercise any
            Grant as a result of such termination.

      (d)   Other than as specifically provided in the Management and Employee
            Shareholders' and Subscription Agreement attached hereto as Exhibit
            A with regard to the death of a Participant, no benefit under the
            Plan shall be subject in any manner to anticipation, alienation,
            sale, transfer, assignment, pledge, encumbrance, or charge, and any
            attempt to do so shall be void. No such benefit shall, prior to
            receipt thereof by the Participant, be in any manner liable for or
            subject to the debts, contracts, liabilities, engagements, or torts
            of the Participant.

      (e)   Participants shall not be, and shall not have any of the rights or
            privileges of, shareholders of the Company in respect of any Shares
            purchasable in connection with any Grant unless and until
            certificates representing any such Shares have been issued by the
            Company to such Participants.

      (f)   No Grant may be exercised during a Participant's lifetime by anyone
            other than the Participant except by a legal representative
            appointed for or by the Participant.

      (g)   Absent express provisions to the contrary, any Grant made under this
            Plan shall not be deemed compensation for purposes of computing
            benefits or contributions under any retirement plan of the Company
            or its Subsidiaries and shall not affect any benefits under any
            other benefit plan of any kind now or subsequently in effect under
            which the availability or amount of benefits is related to level of
            compensation. This Plan is not a "Retirement Plan" or "Welfare Plan"
            under the U.S. Employee

      (h)   Unless the Board determines otherwise, no benefit or promise under
            the Plan shall 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 the Plan.

7.    TRANSFERS AND LEAVES OF ABSENCE

      For purposes of the Plan, unless the Board determines otherwise: (a) a
      transfer of a Participant's employment without an intervening period of
      separation among the Company and any Subsidiary shall not be deemed a
      termination of employment, and (b) a

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      Participant who is granted in writing a leave of absence shall be deemed
      to have remained in the employ of the Company during such leave of
      absence.

8.    ADJUSTMENTS

      (a)   In the event of any increase or variation of the share capital of
            the Company, the Board may make such adjustments as it considers
            appropriate under Paragraph 8(b) below.

      (b)   An adjustment made under this Paragraph 8(b) shall be to one or more
            of the following:

            (i)   the number of Shares in respect of which any Option or
                  Other Share-Based Grant may be exercised;

            (ii)  the price at which Shares may be acquired by the
                  exercise of any Option or Other Share-Based Grant;

            (iii) where any Option or Other Share-Based Grant has been exercised
                  but no Shares have been allotted or transferred pursuant to
                  the exercise, the number of Shares which may be so allotted or
                  transferred and the price at which they may be acquired.

      (c)   An adjustment under Paragraph 8(b) above may have the effect of
            reducing the price at which Shares may be acquired by the exercise
            of an Option or Other Share-Based Grant to less than their nominal
            value, but only if and to the extent that the Board of Directors
            shall be authorized to capitalise from the reserves of the Company a
            sum equal to the amount by which the nominal value of the Shares in
            respect of which the Option or Other Share-Based Grant is exercised
            and which are to be allotted pursuant to such exercise exceeds the
            price at which the same may be subscribed for and to apply that sum
            in paying up that amount on the Shares; and so that on exercise of
            any Option or Other Share-based Grant in respect of which such a
            reduction shall have been made the Board shall capitalise such sum
            (if any) and apply it in paying up such amount as aforesaid.

9.    EXCHANGE, ACQUISITION, LIQUIDATION OR DISSOLUTION

      (a)   In its absolute discretion, and on such terms and conditions as it
            deems appropriate, coincident with or after the grant of any Option
            or Other Share-Based Grant, the Board may provide that such Option
            or Other Share-Based Grant cannot be exercised after the exchange of
            all or substantially all of the assets of the Company for the
            securities of another corporation, the acquisition by another
            corporation of 80% or more of the Company's then outstanding voting
            Shares, liquidation or dissolution of the Company, any variation of
            the share capital of the Company, and if the Board so provides, it
            may, in its absolute discretion and on such terms and conditions as
            it deems appropriate, also provide, either by the terms of such
            Option or Other Share-Based Grant or by a resolution adopted prior
            to the occurrence of such exchange, acquisition, any variation of
            the share capital of the Company, liquidation or dissolution, that,
            for some period of time prior to such event, such Option or Other
            Share-Based Grant shall be exercisable as to all Shares subject
            thereto, notwithstanding anything to the contrary herein (but
            subject to the provisions of Paragraph 6(b)) and that, upon the
            occurrence of

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            such event, such Option or Other Share-Based Grant shall terminate
            and be of no further force or effect; provided, HOWEVER, that the
            Board may also provide, in its absolute discretion, that even if the
            Option or Other Share-Based Grant shall remain exercisable after any
            such event, from and after such event, any such Option or Other
            Share-Based Grant shall be exercisable only for the kind and amount
            of securities and/or other property, or the cash equivalent thereof,
            receivable as a result of such event by the holder of a number of
            Shares for which such Option or Other Share-Based Grant could have
            been exercised immediately prior to such event.

      (b)   If any person becomes bound or entitled to acquire shares in the
            Company under sections 428 of 430F of the Companies Act 1985, or if
            under section 425 of that Act the Court sanctions a compromise or
            arrangement proposed for the purposes of or in connection with a
            scheme for the reconstruction of the Company or its amalgamation
            with any other company or companies, or if the Company passes a
            resolution for voluntary winding up, or if an order is made for the
            compulsory winding up of the Company, the Board shall forthwith
            notify every Participant thereof and any Option or Other Share-Based
            Grant may be exercised within one month of such notification, but to
            the extent that it is not exercised within that period shall
            (notwithstanding any other provision of this Plan) lapse on the
            expiration thereof.

10.   AMENDMENT AND TERMINATION

      The Board shall have the authority to make such amendments to any terms
      and conditions applicable to outstanding Grants as are consistent with
      this Plan provided that, except for adjustments under Paragraph 8 or 9
      hereof, no amendment to the disadvantage of any Participant shall be made
      unless:

      (a)   the Board shall have invited every such Participant to give an
            indication as to whether or not he approves the amendment, and

      (b)   the amendment is approved by a majority of those Participants who
            have given such an indication.

      The Board of Directors may amend, suspend or terminate the Plan except
      that no such action, other than an action under Paragraph 8 or 9 hereof,
      may be taken which would, without shareholder approval, increase the
      aggregate number of Shares available for Grants under the Plan, decrease
      the price of outstanding Grants, change the requirements relating to the
      Board or extend the term of the Plan.

11.   INTERNATIONAL OPTIONS AND RIGHTS

      The Board may make Grants to Employees who are subject to the laws of
      countries other than the United States or the United Kingdom, which Grants
      may have terms and conditions that differ from the terms thereof as
      provided elsewhere in the Plan for the purpose of complying with foreign
      laws.


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12.   WITHHOLDING TAXES, ALLOTMENT AND TRANSFER

      (a)   The Company shall have the right to deduct from any cash payment
            made under the Plan any federal, state or local income or other
            taxes required by law to be withheld with respect to such payment.

      (b)   Within 30 days after an Option has been exercised by any person,
            before payment of Performance Shares (if paid in Ordinary Shares) or
            before exercise, settlement or payment (if paid in Ordinary Shares)
            of any Other Share-Based Grant, the Board of Directors shall allot
            to such person (or a nominee for him) or, as appropriate, procure
            the transfer to him (or a nominee for him) of the number of Shares
            in respect of which the option has been exercised, provided that:

            (i)      the Board of Directors considers that the issue or
                     transfer thereof would be lawful in all relevant
                     jurisdictions; and

            (ii)     in a case where the Company or any Subsidiary ("Group
                     Member") is obliged to (or would suffer a
                     disadvantage if it were not to) account for any tax
                     (in any jurisdiction) for which the person in
                     question is liable by virtue of the exercise of the
                     option and/or for any social security, contributions
                     recoverable from the person in question (together,
                     the "Tax Liability"), that person has either:

                     (A)  made a payment to the Group Member of an amount
                          equal to the Tax Liability; or

                     (B)  entered into arrangements acceptable to that or
                          another Group Member to secure that such a payment is
                          made (whether by authorizing the sale of some or all
                          of the Shares on his behalf and the payment to the
                          Group Member of the relevant amount out of the
                          proceeds of sale or otherwise).

      (c)   All Shares allotted under this Plan shall rank equally in all
            respects with Shares of the same class then in issue except for any
            rights attaching to such Shares by reference to a record date prior
            to the date of the allotment.

13.   EFFECTIVE DATE AND TERMINATION DATES

      The Plan shall be effective on and as of the date of its approval by the
      Board and shall terminate ten years later, subject to earlier termination
      by the Board pursuant to Paragraph 10.
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14.   FINANCIAL ASSISTANCE

      The Company and any Subsidiary may provide money to the trustees of any
      trust or any other person to enable them or him to acquire Shares to be
      held for the purposes of the Plan, or enter into any guarantee or
      indemnity for these purposes or provide financial assistance of any other
      kind, to the extent permitted by section 153 of the Companies Act 1985.

15.   MISCELLANEOUS

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