Exhibit 10.2

                   FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT

         THIS FIRST  AMENDMENT TO 364-DAY CREDIT  AGREEMENT dated as of November
14, 2008 (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  definitions among the existing definitions set
         forth in such section in the appropriate alphabetical order:

                           "ILS" means reinsurance  related debt securities that
                  are underwritten and/or initially purchased for the purpose of
                  placement with or distribution to third parties.

                           "WSI"  means  Willis  Securities,  Inc.,  a  Delaware
                  corporation and an indirect Subsidiary of the Parent that is a
                  licensed broker-dealer.

                  (b)  Section  7.03 of the Credit  Agreement  is amended by (A)
         deleting "and" at the end of clause (e), (B) re-lettering clause (g) to
         (h), and (C) adding a new clause (g) to read as follows:

                           (g)  Investments  by WSI in any  ILS in the  ordinary
                  course of WSI's business in an aggregate  amount not to exceed
                  $250,000,000 at any one time outstanding; and

                  (c) All cross-references in the Credit Agreement and any other
         Loan Document to "Section  7.03(g)" is hereby  amended to read "Section
         7.03(h)".

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         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.

         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.

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         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.

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         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:_________________________________________



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<PAGE>

                                 TRINITY ACQUISITION LIMITED

                                 By:  __________________________________________
                                 Name:  ________________________________________
                                 Title:_________________________________________


                                 WILLIS GROUP LIMITED

                                 By:  __________________________________________
                                 Name:  ________________________________________
                                 Title:_________________________________________


                                 WILLIS INVESTMENT UK HOLDINGS LIMITED

                                 By:  __________________________________________
                                 Name:  ________________________________________
                                 Title:_________________________________________



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<PAGE>

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

                                 By:  __________________________________________
                                 Name:  ________________________________________
                                 Title:_________________________________________


LENDERS:                         BANK OF AMERICA, N.A.,
                                 as a Term Lender

                                 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:  _______________________________________



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