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                                                                     Exhibit 4.8

                                                                20 November 2001





                     THE WILLIS GROUP HOLDINGS LIMITED 2001
                              BONUS AND STOCK PLAN



















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1.       DEFINITIONS AND INTERPRETATION

1.1      In this Plan, unless the context otherwise requires:-

"ALLOCATION" means a conditional promise to deliver Shares for no payment upon
the terms set out in the Plan;

"AWARD DATE" in relation to an Allocation means the date on which the Board
awards the Allocation and in relation to an Option the date on which the Board
grants the Option;

"BOARD" means the board of directors of the Company or a committee appointed by
them;

"BONUS" means a cash bonus or other cash incentive for which an Employee may be
eligible in respect of a financial year of the Company;

"CHANGE IN CONTROL" means:

(i)      sale of all or substantially all of the assets of the Company or Willis
         Group to a Person or Group that is not Kohlberg Kravis Roberts & Co. or
         an affiliate thereof (collectively, the "KKR Partnerships"),

(ii)     a sale by any member of the KKR Partnerships resulting in more than 50%
         of the voting stock of the Company or Willis Group being held by a
         Person or Group that is not a member of the KKR Partnerships, or

(iii)    a merger, consolidation, recapitalisation or reorganisation of the
         Company or Willis Group with or into another Person which is not a
         member of the KKR Partnerships;

and following any of the foregoing events in (ii)-(iii), (x) the KKR
Partnerships no longer have the ability, without the approval of a Person or
Group who is not a member of the KKR Partnerships, to elect a majority of the
Board of Directors of the Company (or the resulting entity) and (y) a Person
or Group who is not a member of the KKR Partnerships is or becomes the
Beneficial Owner, directly or indirectly, in the aggregate, of a greater
percentage of the total voting power of the Company, or Willis Group than
that held, directly or indirectly, in the aggregate, by the KKR Partnerships.
For the purposes of this definition, "Beneficial Owner" shall have the same
meaning as defined in Rules 13d(3) and 13d(5) under the Exchange Act, which
shall in any event include having the power to vote (or cause to be voted)
pursuant to contract, irrevocable proxy or otherwise, and which, for purposes
of the calculation under clause (y), shall be deemed to include shares that
any such Person or Group has a right to acquire, whether such right is
exercisable immediately or only after the passage of time.

"COMPANY" means Willis Group Holdings Limited (a company incorporated in
Bermuda);

"EMPLOYEE" means an employee or director of a Participating Company;

"EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United States,
as amended;



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"GROUP" means a "group" as such term is used in Sections 13(d) and 14(d) of the
Exchange Act;

"OPTION" means a right to acquire Shares upon payment of (pound)1 consideration
upon the terms set out in the Plan;

"PARTICIPANT" means a person who is awarded an RSU or acquires Bonus Investment
Shares pursuant to clause 5 of this Plan;

"PARTICIPATING COMPANY" means the Company or any Subsidiary;

"PERMANENT DISABILITY" means the Participant shall be deemed to have a
"Permanent Disability" if the Participant meets the requirements of the
definition of such term as defined in the Company's or Subsidiary's long-term
disability plan applicable to the Participant or, if no such plan is applicable,
in the event the Participant is unable by reason of physical or mental illness
or other similar disability, to perform the material duties and responsibilities
of his job for a period of 180 consecutive business days out of 270 business
days or as the Board may in its discretion determine;

"PERSON" means "person" as such term is used in Section 13(d) and 14(d) of the
Exchange Act;

"PLAN" means the Willis Group Holdings Limited 2001 Bonus and Stock Plan which
is a sub-plan of the Willis Group Holdings Limited 2001 Share Purchase and
Option Plan;

"RSU" means the Allocation or an Option determined by the Board pursuant to Rule
3.2 below and subject to the terms of the Plan;

"RSU SHARES" means any Shares which are subject to an RSU awarded under this
Plan and which have not been transferred or allotted or forfeited in accordance
with the Rules of the Plan;

"SHARES" means shares of common stock of US$0.00015 par value of the Company;

"SUBSIDIARY" means a body corporate which is a subsidiary of the Company (within
the meaning of section 86 of the Bermudan Companies Act 1981);

"VESTING DATE" means the third anniversary of the Award Date or such other date
as the Board may determine at the time of the award;

"WILLIS GROUP" means the Company and each of its subsidiaries.

1.2 Any reference in the Plan to any enactment includes a reference to that
enactment as from time to time modified extended or re-enacted.

2.       PURPOSE OF THE PLAN



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2.1      The Plan is designed to provide the Company with the ability to award
         RSUs to Employees in lieu of Bonuses and to allow Employees to acquire
         Shares using Bonuses in order to:-

         2.1.1    promote the long term financial interests and growth of the
                  Willis Group by attracting and retaining personnel with the
                  training, experience and ability to enable them to make a
                  substantial contribution to the success of Willis Group's
                  business;

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

         2.1.3    further the identity of interests of Participants with those
                  of the shareholders of the Company through opportunities for
                  increased share, or share-based, ownership in the Company.

3.       AWARDS UNDER THE PLAN

3.1      The Board may award RSUs to Employees or invite Employees to invest
         Bonuses in Shares in accordance with the terms of this Plan within the
         period during which awards may be granted under the Company's 2001
         Share Purchase and Option Plan, which expires on 3 May 2011.

3.2      When the Board awards an RSU, it shall decide whether the RSU shall
         take the form of an Allocation or an Option, and all RSUs awarded to
         Employees who are UK tax resident shall take the form of Options.

3.3      No payment for an RSU shall be made by a Participant.

3.4      The price at which all the RSU Shares may be acquired by the
         Participant on the exercise of an Option granted under the Plan shall
         be a total of (pound)1.

3.5      The Board may make such other type of award under this Plan as the
         Board may determine is appropriate for the purpose of taking account of
         a change in legislation, exchange control or regulatory treatment or to
         obtain or maintain tax or social security benefits for Participants or
         the Willis Group and the terms of any award granted under this Rule 3.5
         shall be set out in a schedule to the Plan.

4.       BONUS RSU AWARD

4.1      The Board may, in its absolute discretion, determine that a percentage
         of part of an Employee's Bonus, being such part and percentage as the
         Board may determine, shall be awarded as an RSU ("Bonus RSU") upon the
         terms set out in this Plan and upon such other terms as the Board may
         specify at the time of award.

4.2      Unless otherwise determined by the Board at the time of award, the
         number of Shares subject to a Bonus RSU shall equal the number of
         Shares which could have been


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         acquired with the amount of the Bonus (before tax and other
         required witholdings which may be applicable) in respect of which the
         Bonus RSU is awarded at the price per Share equal to the average of the
         closing price of the Shares on each of the five trading days
         immediately preceding the Award Date on the New York Stock Exchange.

5.       BONUS INVESTMENT SHARES

5.1      The Board may in its absolute discretion invite an Employee who
         receives a Bonus to acquire Shares ("Bonus Investment Shares") in the
         Company with a percentage or a part of the proceeds of his or her Bonus
         (after tax and other required withholdings have been deducted) being
         such part and percentage as the Board may determine, on the terms set
         out in this Plan and such other terms as the Board may specify prior to
         the time of acquisition.

5.2      Unless otherwise determined by the Board, the price of the Bonus
         Investment Shares which the Employee may acquire under Rule 5.1 above
         shall be the closing price of a Share on the New York Stock Exchange on
         the last trading day immediately preceding to the payment of the Bonus.

5.3      A Participant who acquires Bonus Investment Shares in accordance with
         Rule 5.1 will be the legal and beneficial owner of those Shares and
         will not forfeit those Shares in any circumstances.

5.4      A Participant will not be permitted to sell his or her Bonus Investment
         Shares until the third anniversary of the date of their acquisition or
         such other date as the Board may determine prior to their acquisition
         (the "Acquisition Date") except for:

         5.4.1    transfers to the Participant's estate upon his death;

         5.4.2    transfers to the Participant's immediate family members, a
                  trust or other entity the primary beneficiary or holder of
                  which is for or by Participant's immediate family members; and

         5.4.3    other transfers permitted by the Company
                  (e.g. financial hardship).

5.5      The transfer restrictions in Rule 5.4 above expire upon the
         Participant's termination of employment with the Willis Group for any
         reason.

6.       MATCHING RSU AWARD

6.1      The Board shall award an RSU ("Matching RSU") to each Participant in
         respect of a Bonus RSU awarded under Rule 4.1 above and an acquisition
         of Bonus Investment Shares under Rule 5.1 above, on the terms set out
         in the Plan and such other terms as the Board may specify at the time
         of the award.

6.2      The number of Shares subject to a Matching RSU shall be equal to 25% of
         the number of Shares subject to the Bonus RSU granted or the number of
         Bonus Investment Shares



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         acquired and in respect of which the Matching
         RSU is awarded, or such other percentage as the Board may in its
         absolute discretion determine prior to the Award Date of the Matching
         RSUs.

7.       DELIVERY OF SHARES AND EXERCISE OF OPTION

7.1      The delivery of RSU Shares subject to an Allocation and the exercise of
         an Option shall be effected in such form and manner as the Board from
         time to time prescribe and may be subject to such conditions as the
         Board may in its absolute discretion determine at the time of award.

7.2      Subject to Rules 7.3, 7.4, 7.5, 7.7 and Rule 8, an Option granted under
         the Plan may not be exercised nor any RSU Shares subject to an
         Allocation be delivered prior to the Vesting Date.

7.3      If any Participant dies before the Vesting Date and at a time when he
         is an Employee (or entitled to exercise Options or receive RSU Shares
         subject to Allocations by virtue of Rule 7.4 below) the following
         provisions shall apply:

         7.3.1    in the case of any Bonus RSUs, an Option may (and must if at
                  all) be exercised by his personal representatives within the
                  period of 12 months following his death and RSU Shares subject
                  to any Allocation shall be delivered to his personal
                  representatives as soon as practicable following his death;

         7.3.2    in the case of any Matching RSUs, an Option may not be
                  exercisable at all and no RSU Shares subject to any Allocation
                  shall be delivered, unless the Board shall so permit in which
                  event the Board may in its absolute discretion determine the
                  number of RSU Shares which may be so acquired or delivered and
                  such period (not exceeding 12 months) within which the Option
                  may be exercised.

7.4      If any Participant ceases to be an Employee by reason of Permanent
         Disability before the Vesting Date the following provisions shall
         apply:-

         7.4.1    in the case of any Bonus RSUs, an Option may (and must if all)
                  be exercised within the period of 6 months following such
                  cessation and RSU Shares subject to any Allocation shall be
                  delivered to him as soon as is practicable following such
                  cessation;

         7.4.2    in the case of any Matching RSUs, an Option may not be
                  exercisable at all and no RSU Shares subject to any Allocation
                  shall be delivered, unless the Board shall so permit in which
                  event the Board may in its absolute discretion determine the
                  number of RSU Shares which may be so acquired or delivered and
                  such period (not exceeding 6 months) within which the Option
                  may be exercised.

7.5      If a Participant ceases to be an Employee otherwise than as mentioned
         in Rules 7.3 and 7.4 above, the Option may not be exercised at all and
         no RSU Shares shall be delivered to him or her, unless the Board shall
         so permit in which event the Board may in its absolute



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         discretion determine the number of RSU Shares which may be so acquired
         or delivered and such period (not exceeding 6 months) within which the
         Option may be exercised.

7.6      A Participant shall not be treated for the purposes of Rules 7.4 and
         7.5 as ceasing to be an Employee until such time as he or she is no
         longer a director or employee of any of the Participating Companies.

7.7      Subject to Rule 7.3, but notwithstanding any other provision of the
         Plan, an Option granted under the Plan may not be exercised after the
         expiration of 6 months beginning with the Vesting Date (or such other
         period, not to exceed 10 years from the Award Date, as the Board may
         have determined before its grant thereof).

7.8      The Company shall allot or procure the transfer to a Participant
         (or a nominee for him or her) of the RSU Shares to which he is
         entitled, provided that:-

         7.8.1    the Board considers that the allotment or transfer thereof
                  would be lawful in all relevant jurisdictions; or

         7.8.2    in any case where a Participating Company is obliged (or would
                  suffer disadvantage if it were not to) to account for any tax
                  (in any jurisdiction) for which the person in question is
                  liable by virtue of the receipt of shares 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 Participating Company of an
                           amount of equal to the Tax Liability; or

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

8.       MERGER, CONSOLIDATION, EXCHANGE, ACQUISITION, LIQUIDATION OR
         DISSOLUTION

8.1      In its absolute discretion, and on such terms and conditions as it
         deems appropriate, the Board may provide that any RSU (including a
         Matching RSU and a Bonus RSU) shall lapse on a Change in Control, a
         merger, amalgamation pursuant to Bermudan law, or other consolidation
         of the Company or the Willis Group with or into another company, the
         exchange or all or substantially all of the assets of the Company or
         the Willis Group for the securities of another company, the acquisition
         by another Person or Group of 80% or more of the Company or the Willis
         Group then outstanding shares of voting stock or the recapitalisation,
         reclassification, liquidation or dissolution of the Company or the
         Willis Group ("Event"), and if the Board so provides, it shall on such
         terms and conditions as it deems appropriate in its absolute
         discretion, determine that the Vesting Date for all RSUs awarded under
         the Plan shall be such date prior to the occurrence of such Event as it
         may decide and that upon the occurrence of such Event such RSU shall



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         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 RSUs shall continue in existence following the occurrence of such
         Event, any such RSUs shall constitute an Allocation or Option over 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 in the Company which was subject to the RSUs
         prior to the occurrence of such Event.

9.       VARIATION OF CAPITAL

9.1      In the event of any variation of the share capital of the Company, the
         Board may adjust the number of RSU Shares subject to Options or
         Allocations as it considers appropriate.

9.2      As soon as reasonably practicable after making any adjustment under
         Rule 9.1, the Company shall give notice in writing thereof to any
         Participant affected thereby.

10.      ALTERATIONS

10.1     Subject to Rule 10.2 below, the Board may at any time alter any of the
         provisions of this Plan, or the terms of any RSU (including a Matching
         RSU and Bonus RSU) awarded under it, in any respect, provided that no
         alteration shall be made which conflicts with the terms of the
         Company's 2001 Share Purchase and Option Plan, of which this Plan forms
         a sub-plan.

10.2     No alteration to the disadvantage of any Participant shall be made
         under Rule 10.1 unless:

         10.2.1   the Company shall have invited every such Participant to give
                  an indication as to whether or not he approves the alteration;
                  and

         10.2.2   the alteration is approved by a majority of those Participants
                  who have given such an indication.

10.3     As soon as reasonably practicable after making any alteration under
         Rule 10.1, the Company shall give notice in writing thereof to any
         Participant affected thereby.

10.4     The Board may amend, suspend or terminate the Plan at any time.

11.      MISCELLANEOUS

11.1     The rights and obligations of any individual under the terms of his or
         her office or employment with any Participating Company shall not be
         affected by his or her participation in this Plan or any right which he
         or she may have to participate therein, and an individual who
         participates therein shall waive any and all rights to compensation or
         damages in consequence of the termination of his or her office or
         employment for any reason whatsoever insofar as those rights arise or
         may arise from his or her ceasing to have rights under any RSUs under
         this Plan as a result of such termination.



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11.2     In the event of any dispute or disagreement as to the interpretation of
         this Plan, or as to any question or right arising from or related to
         this Plan, the decision of the Board shall be final and binding upon
         all persons.

11.3     Any notice or other communication under or in connection with this Plan
         may be given either:

         11.3.1   by personal delivery or by sending the same by post, in the
                  case of a company to its registered office, and in the case of
                  an individual to his last known address, or, where he or she
                  is a director or employee of a Participating Company, either
                  to his last known address or to the address of the place of
                  business at which he or she performs the whole or
                  substantially the whole of the duties of his or her office or
                  employment; or

         11.3.2   in an electronic communication to an address for the time
                  being notified for that purpose to the person giving the
                  notice.

12.      GOVERNING LAW

         This Plan shall be governed by the laws of Bermuda, without regard to
         conflicts of laws.

         20 November 2001