Exhibit 10.2

                  SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT

         THIS SECOND  AMENDMENT TO 364-DAY CREDIT AGREEMENT dated as of February
4, 2009 (this  "Amendment"),  is entered into among WILLIS NORTH AMERICA INC., a
Delaware  corporation  (the  "Borrower"),  WILLIS  GROUP  HOLDINGS  LIMITED,  an
exempted  company under the Companies  Act 1981 of Bermuda (the  "Parent"),  the
other  Guarantors   identified  on  the  signature  pages  hereto,  the  Lenders
identified  on the  signature  pages  hereto  and  BANK  OF  AMERICA,  N.A.,  as
Administrative Agent (in such capacity, the "Administrative Agent"). Capitalized
terms used herein and not  otherwise  defined  shall have the meanings  ascribed
thereto in the Credit Agreement.

                                    RECITALS
                                    --------

         A.       The  Borrower,  the Parent, the Lenders and the Administrative
Agent entered into that certain 364-Day Credit  Agreement dated as of October 1,
2008 (as amended and modified from time to time, the "Credit Agreement").

         B.       The  parties hereto have agreed to amend the Credit  Agreement
as provided herein.

         C.       In  consideration of the agreements hereinafter set forth, and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows.

                                    AGREEMENT
                                    ---------

         1.       Amendments.

                  (a)  Section  1.01  of the  Credit  Agreement  is  amended  by
         inserting the following new definition  among the existing  definitions
         set forth in such section in the appropriate alphabetical order:

                           "Refinanced Principal Payment" means, for any period,
                  a  scheduled  payment of  principal  of any  senior  unsecured
                  Indebtedness  of the Parent or any of its  Subsidiaries to the
                  extent  such   payment  was  made  with,   and   substantially
                  concurrently  with the  receipt  of,  proceeds  of either  (a)
                  issuance of Equity  Interests of the Parent or any Subsidiary,
                  or (b) unsecured Indebtedness of the Parent or any Subsidiary,
                  or  a  combination   thereof,   issued  to  or  obtained,   as
                  applicable,  from a Person other than the Parent or one of its
                  Subsidiaries   or  Affiliates   in  a  transaction   permitted
                  hereunder  and provided  that in the case of clause (b) above,
                  the principal of such unsecured  Indebtedness  is not required
                  to  be  paid,  whether  by  way  of  mandatory  sinking  fund,
                  mandatory  redemption  or mandatory  prepayment,  prior to the
                  date which is six months after the Maturity Date.

                  (b) The definition of "Consolidated  Fixed Charges" in Section
         1.01 of the Credit Agreement is amended and restated in its entirety to
         read as follows:

<PAGE>

                           "Consolidated  Fixed Charges" means,  for any period,
                  for the Parent and its  Subsidiaries on a consolidated  basis,
                  the sum of (a) Consolidated  Interest Charges for such period,
                  plus (b) all  payments of  principal  on  Indebtedness  of the
                  Parent  and  its  Subsidiaries   (other  than  any  Refinanced
                  Principal  Payment)  scheduled  to be made in cash during such
                  period  (whether or not so made,  and expressly  excluding any
                  voluntary,  unscheduled prepayments or repayments thereof made
                  prior to the first day of the  fiscal  quarter  in which  such
                  principal payment is scheduled to be made).

         2.       Effectiveness;  Conditions Precedent.  This Amendment shall be
effective  as of the date  hereof  (the  "Amendment  Effective  Date")  upon (a)
receipt by the Administrative Agent of copies of this Amendment duly executed by
the Borrower,  the  Guarantors  and the Required  Lenders and (b) payment of all
fees and expenses required to be paid pursuant to any Loan Document on or before
the date hereof by any Loan Party.

         3.       Ratification  of Loan Documents.  Each Loan Party acknowledges
and consents to the terms set forth herein and agrees that this  Amendment  does
not impair,  reduce or limit any of its obligations under the Loan Documents (as
amended hereby).

         4.       Authority/Enforceability.   Each  Loan  Party  represents  and
warrants to the Administrative Agent and the Lenders that:

                  (a) It  has  taken  all  necessary  action  to  authorize  the
         execution, delivery and performance of this Amendment.

                  (b) This  Amendment  has been duly  executed and  delivered by
         such Person and  constitutes  such  Person's  legal,  valid and binding
         obligations,  enforceable  in  accordance  with its  terms,  subject to
         applicable bankruptcy, insolvency, reorganization,  moratorium or other
         laws  affecting  creditors'  rights  generally  and  subject to general
         principles of equity,  regardless of whether considered in a proceeding
         in equity or at law.

                  (c) No consent or approval of, registration or filing with, or
         any other action by, any  Governmental  Authority,  except such as have
         been obtained or made and are in full force and effect,  is required in
         connection  with the execution,  delivery or performance by such Person
         of this Amendment.

                  (d) The execution and delivery of this  Amendment does not (i)
         violate,  contravene  or  conflict  with any  provision  of its, or its
         Subsidiaries'   Organization  Documents  or  (ii)  materially  violate,
         contravene  or conflict  with any Laws  applicable  to it or any of its
         Subsidiaries.

         5.       Representations  and Warranties of the Loan Parties. Each Loan
Party represents and warrants that after giving effect to this Amendment (a) the
representations  and warranties of (i) the Parent and the Borrower  contained in
Article V of the Credit  Agreement  and (ii) each Loan Party  contained  in each
other  Loan  Document  or in any  document  furnished  at any  time  under or in
connection  herewith or  therewith,  shall be true and  correct in all  material
respects  (or,  if  such  representation  or  warranty  is  itself  modified  by
materiality  or  Material  Adverse  Effect,  it shall be true and correct in all
respects)  as  of  the  date  hereof,   except  (A)  to  the  extent  that  such
representations  and warranties  specifically refer to an earlier date, in which
case they shall be true and correct as of such  earlier  date and (B) the making
of the  representation  and warranty  contained in Section 5.04(b) of the Credit
Agreement  and (b) no event has occurred and is continuing  which  constitutes a
Default or an Event of Default.

<PAGE>

         6.       Counterparts/Telecopy.  This  Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts of this Amendment by telecopy or electronic
mail shall be effective as an original.

         7.       Reference to the Effect of the Credit Agreement.

                  (a) As of the Amendment  Effective Date, each reference in the
Credit Agreement to "this Agreement,"  "hereunder," "hereof," "herein," or words
of like  import,  shall  mean and be a  reference  to the  Credit  Agreement  as
modified  hereby,  and this  Amendment  and the Credit  Agreement  shall be read
together and construed as a single instrument. This Amendment shall constitute a
Loan Document.

                  (b) Except as expressly  amended hereby,  all of the terms and
provisions of the Credit Agreement are and shall remain in full force and effect
and are hereby ratified and confirmed.

                  (c)  The  execution,   delivery  and   effectiveness  of  this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Lenders,  the  Administrative  Agent under the
Credit Agreement, nor constitute a waiver or amendment of any other provision of
the Credit Agreement or for any purpose except as expressly set forth herein.

         8.       GOVERNING LAW.  THIS  AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK.  THE  PROVISIONS OF SECTIONS
10.14 AND 10.15 OF THE CREDIT AGREEMENT ARE  INCORPORATED BY REFERENCE,  MUTATIS
MUTANDIS, AS IF FULLY SET FORTH HEREIN.

                  [remainder of page intentionally left blank]



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

BORROWER:                      WILLIS NORTH AMERICA INC.

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


GUARANTORS:                    WILLIS GROUP HOLDINGS LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               TA I LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               TA II LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               TA III LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               TA IV LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________

<PAGE>

                               TRINITY ACQUISITION LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               WILLIS GROUP LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               WILLIS INVESTMENT UK HOLDINGS LIMITED

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________



<PAGE>

ADMINISTRATIVE
AGENT:                         BANK OF AMERICA, N.A.,

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


LENDERS:                       BANK OF AMERICA, N.A.

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               JPMORGAN CHASE BANK, N.A.

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               SUNTRUST BANK

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________


                               THE ROYAL BANK OF SCOTLAND PLC

                               By:  ____________________________________________
                               Name:  __________________________________________
                               Title:___________________________________________