Exhibit 10.1

                                 FIRST AMENDMENT

                                       TO

              THE FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This  FIRST  AMENDMENT  (this  "Amendment")  is  dated  as the  31st day of
December,  2008,  by and  between  WILLIS  GROUP  HOLDINGS  LIMITED,  a  company
established under the laws of Bermuda ("Willis Holdings"),  WILLIS NORTH AMERICA
INC.  (collectively  with Willis  Holdings,  "Employer")  and JOSEPH J.  PLUMERI
("Executive").

     WHEREAS,  Executive has been employed by Employer  pursuant to the terms of
the Fourth Amended and Restated Employment  Agreement,  dated as of February 29,
2008 (the "Employment Agreement"); and

     WHEREAS,  the parties desire to amend the  Employment  Agreement to further
comply  with,  or be exempt  from,  Internal  Revenue  Code Section 409A and the
regulations  and  guidance  promulgated  thereunder  to  the  extent  applicable
(collectively "Section 409A"); and

     WHEREAS, on October 21, 2008 the Compensation  Committee of Willis Holdings
revised  the  performance  targets  for the stock  options  granted to all other
senior  Associates  under the Willis Partners Plan grant of May 6, 2008 in light
of the  acquisition  of Hilb  Rogal & Hobbs  Company  ("HRH")  and seek to treat
Executive  the same in the grants  issued  pursuant to the  requirements  of the
Employment Agreement; and

     WHEREAS,  the  parties  desire to make  certain  changes to the  Employment
Agreement as set forth herein.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained  herein  and  for  other  valuable  consideration,   the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

1. Section 3(d)(i)(x) of the Employment  Agreement is hereby amended by changing
"promptly"  to  "within  thirty  (30)  days"  where the  former  appears in such
Section.

2. The first  sentence in Section  4(b) of the  Employment  Agreement  is hereby
amended by changing  "highest  marginal rates" and "highest  effective rates" to
"actual tax rates" and "actual tax rates"  respectively  where the former appear
in such Section.

3. The first sentence of Section  7(l)(i) of the Employment  Agreement is hereby
amended  by adding  the phrase  "or be exempt  therefrom"  in between  the words
"thereunder" and "and" where they appear in such sentence.

4. Section 7(l)(ii) of the Employment  Agreement is hereby amended by (i) adding
the phrase "subject to Section 409A" in between the words  "benefits" and "upon"
where they appear in the first  sentence of such  Section and (ii)  deleting the
phrase "or the  provision of any benefit that is specified  herein as subject to
this Section or is  otherwise"  where it appears in the second  sentence of such
Section, and "or benefit" where it appears later in the same sentence.

<PAGE>

5. The first sentence of Section 7(l)(iii) of the Employment Agreement is hereby
amended by (i) adding the phrase "or  otherwise"  in between the words  "hereof"
and "that" where they appear in such sentence,  and (ii) deleting the phrase "or
pays such related tax" where it appears in such sentence.

6. Section 7(l)(v)(x) of the Employment  Agreement is hereby amended by changing
all the references to "excise" to "additional"  where the former appears in such
Section.

7. Section  7(l)(v)(y)  of the  Employment  Agreement  is hereby  amended by (i)
changing  the word  "must" to  "shall"  where the  former  appears  in the third
sentence of such Section; (ii) deleting the phrase "within the ten (10) business
days  immediately  following  the date that the amount of such excess is finally
determined" where such phrase appears in the third sentence of such Section; and
(iii) adding the phrase "but in all events  within the time period  specified in
(iii) above" at the end of the last sentence of such Section.

8. The  fourth  sentence  in  Exhibit A of the  Employment  Agreement  is hereby
amended by adding the phrase "and the last sentence of this paragraph, and shall
be  distributed  at the earlier of the annual  meeting in 2011 or when Executive
incurs "a  separation  from  service"  as defined  in  Section  409A" at the end
thereof.

9.  Exhibit B attached to the  Employment  Agreement  is hereby  replaced in its
entirety  by the  Exhibit  B  attached  hereto  which  sets  forth  the  revised
performance   targets  for  the  stock  options  granted  under  the  Employment
Agreement.

10. By signing below,  Executive reaffirms Executive's agreement to abide by the
terms and  conditions  the  Employment  Agreement  (subject to the terms of this
Amendment).

11. The Recitals set forth above constitute  operative provisions hereof and are
deemed incorporated in the operative text of this Amendment.

12. Except as expressly  amended and modified by this Amendment,  the Employment
Agreement shall remain in full force and effect.

13. If there is any conflict  between the terms of the Employment  Agreement and
this Amendment, the terms of this Amendment shall prevail.

14.  Employer  shall  promptly pay  Executive's  reasonable  legal and financial
advisory  fees incurred in  connection  with  entering  into this  Amendment and
shall, to the extent such amounts would be taxable to Executive,  fully gross up
such payments so that  Executive  shall have no net after-tax cost in respect of
such  payments.  Any  reimbursement  hereunder that is treated as taxable income
shall be paid to Executive  promptly and in accordance with Section 7(l)(iii) of
the Employment Agreement.

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<PAGE>

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



WILLIS NORTH AMERICA, INC.



By:      _________________________________
Name:    _________________________________
Title:   _________________________________




AND, signed as a Deed and delivered
By WILLIS GROUP HOLDINGS LIMITED    )       ________________________________
                                    )       Director
                                    )

                                            ________________________________
                                            Director/Secretary




EXECUTIVE:


_________________________________
Joseph J. Plumeri

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<PAGE>

                                    EXHIBIT B
                                    ---------
                               Stock Option Grant


     Given that the shareholders of the Company approved a new equity plan at
the 2008 annual general shareholder's meeting, and that the Executive as
provided in his then-effective contract, was promptly thereafter awarded
1,700,000 options at the fair market value on the date of grant, such grant
shall be subject to earning and vesting, as follows:

     1. Earning of 1,200,000 based on earnings per share and operating budgets
for calendar 2008, 2009 and 2010 with a catch-up in 2010 for nonvesting in 2008
and 2009, as follows:

(x)
    EPS                  At least         Options Earned
    ---                  --------         --------------

    2008                 $2.85            200,000

    2009                 $3.15            200,000

    2010                 $4.05            200,000 plus any unearned options from
                                          2008 or 2009
(y)
    Operating Margin     Target           Options Earned
    ----------------     ------           --------------

    2008                 24.0%            200,000

    2009                 24.0%            200,000

    2010                 27.0%            200,000 plus any unearned options from
                                          2008 or 2009
(z)
    Kicker               Target           Options Earned
    ------               ------           --------------
    2010 EPS             Exceed           250,000
                         $4.15

    Annual Average       At least         250,000
    TSR from 2008-2010   S&P 500 & 1.5%

The targets for 2008 shall be based on Willis Holdings only results, ignoring
the effects of Hilb Rogal & Hobbs Company which was acquired by the Willis
Holdings on October 1, 2008.

The Compensation Committee will have discretion to treat the kicker options as
earned if targets are not met for reasons beyond Executive's control. To be
considered in good faith by the Compensation Committee and Board.

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<PAGE>

     2. Options shall have at least a 7-year term (or such longer term as
provided in grants to other executives at or about the time of grant) with two
years (not to go beyond the original term) to exercise after later of (A) the
end of the relevant performance period, if applicable, and (B) death, Disability
Termination, Termination without Cause or Termination for Good Reason, any
termination on or after annual meeting in 2011 or Mutual Retirement. If employed
at the time of the annual meeting in 2011, the earned options will be
exercisable from that date forward. If not so employed because of any of the
foregoing events, options will be exercisable from the dates provided in the
prior sentence. If termination is for Cause or without Good Reason (and, in both
cases, not either after the annual meeting in 2011 or as a result of Mutual
Retirement), the options shall be forfeited upon such termination.

     3. In the event of termination as a result of death, Disability
Termination, Termination without Cause, Termination for Good Reason, any
employment condition is waived but performance criteria remain for Options not
then earned.

     4. In the event of a Mutual Retirement, the employment condition is waived
with respect to Options theretofore earned.

     5. In the event of a Change in Control of the Company before the end of
2010 (if Executive is then employed by the Company or his employment had
terminated prior thereto on a basis covered by paragraph 3 above), all
performance criteria are deemed satisfied, but, if then employed, the employment
obligation remains until the annual meeting in 2011 or an earlier Termination
without Cause, Termination for Good Reason, Mutual Retirement, death or
incurring of a Disability Termination; also fully vests and the Options become
immediately exercisable if a Good Reason event occurs after a Change in Control
and Executive agrees to waive it.

     6. All criteria will be adjusted for change in GAAP, mergers, acquisitions,
dispositions, material change in actual stock repurchases as compared to
budgeted repurchases for purposes of calculating the projected EPS or other
material corporate event, as determined in good faith by the Compensation
Committee.

     7. There will be no forfeiture provisions (other than above forfeiture for
nonvesting) and no post-employment restrictions in grant.

     8. Forms of grants will be agreed by Company and Executive in good faith.

     9. All terms shall have the same meaning as in the Employment Agreement.

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