FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                                                    Exhibit 10.1


                           FOURTH AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                  This   FOURTH    AMENDED   AND   RESTATED    EMPLOYMENT    AGREEMENT
("Agreement") is dated as of the [ ] day of February 2008, by and between WILLIS
GROUP HOLDINGS LIMITED, a company established under the laws of Bermuda ("Willis
Holdings"), WILLIS NORTH AMERICA, INC. (Willis US", and collectively with Willis
Holdings, "Employer") and JOSEPH J. PLUMERI ("Executive").

                  WHEREAS, on October 15, 2000 (the "Commencement Date"), Willis
US and Willis Group Limited   (f/k/a Willis Group plc,   "Willis UK") entered into
an employment   agreement in order to employ   Executive as Executive   Chairman of
Willis US and   Chairman   and Chief   Executive   Officer of Willis UK, among other
things; and

                  WHEREAS, effective on or about May 8, 2001, as a result of the
exchange of ordinary shares of TAI Limited, a company established under the laws
of England   and Wales and the former   ultimate   parent   company of Willis UK and
Willis US, for shares of common stock of Willis Holdings (such stock,   "Holdings
Stock"),   Willis   Holdings   instead   become the ultimate   parent   company of TAI
Limited, Willis US and Willis UK (the "Share Exchange"); and

                  WHEREAS,   in connection with the Share   Exchange,   as of March
26, 2001, Willis US and Willis UK, along with Willis Holdings (collectively, the
"Willis   Group")   agreed   to   amend   and   restate   this   Agreement   (the   "First
Restatement"); and

                  WHEREAS, Willis Holdings, as the ultimate parent of Willis US,
became   jointly   and   severally   liable   with   Willis   US   for   all   obligations
hereunder;

                  WHEREAS,   the parties last amended and restated this Agreement
as of May 25, 2004, creating the Third Amended and Restated Employment Agreement
(the "Third Amendment"); and

                  WHEREAS,   the parties   desire to make   certain   changes to the
Third   Amendment,   including to extend the Term and to bring this Agreement into
compliance with Section 409A of the Internal   Revenue Code of 1986, as it may be
amended from time to time ("Section 409A").

                   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.   Employment,   Compensation   and   Benefits.   During   the   period   of this
Agreement,   Employer   agrees to employ   Executive   in the   capacity,   to pay the
remuneration, and to provide the benefits, described below.

     (a) Title and Duties.

         (i) During the Term (as defined in Section 2 herein),   Executive   shall
be   employed as   Executive   Chairman of Willis US, and shall hold the offices of
Executive   Chairman and Chief Executive Officer of Willis Holdings and Willis US
and the   offices of   Chairman,   Chief   Executive   Officer   and   Senior   Managing
Director of Willis UK. During the Term,   Executive shall also be a member of the

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Board of Directors of Willis   Holdings   (the "Board") (or such other most senior
governing board of Willis Holdings) and Executive   Committee of Willis Holdings,
Willis UK and   Willis   US.   Executive   shall also be   appointed   to such   senior
director   and   executive   positions,   as   the   Board,   after   consultation   with
Executive, deems appropriate, of each subsidiary of Willis Holdings.

                  (ii)    Executive    shall    have    the     customary      duties,
responsibilities   and authority of a chairman and a chief executive officer at a
corporation of a similar size and status as the Willis Group.

                  (iii) Executive shall report directly to the Board.

                  (iv)   Executive's   principal   office   shall be   located   at an
office of Willis US in Manhattan, New York City, New York.

     (b) Remuneration.

                  (i)   Base   Salary.    Beginning   on    the    Commencement   Date,
Executive's base salary shall be at the rate of $1,000,000 per annum, payable in
the United States in accordance with Willis U.S.'s normal payroll practices. The
amount of   Executive's   Base Salary   shall be reviewed   annually and may, at the
discretion of the Board, be adjusted (but never below the then Base Salary). Any
such increased amount shall constitute "Base Salary" hereunder. Unless otherwise
specified   hereunder,   all dollar   amounts   referred to in this Agreement are in
U.S. dollars and all amounts are to be paid in the United States.

                  (ii) Bonus. So   long   as Executive remains employed hereunder,
Executive   shall be   eligible   for an annual   bonus for each   fiscal year ending
during the Term (the "Fiscal Year") pursuant to the Employer's annual bonus plan
(currently The Willis Group Senior   Management   Incentive   Plan). So long as the
applicable performance criteria under the annual bonus plan for his position are
satisfied,   bonuses shall be paid to Executive as set forth on Exhibit A hereto.
The bonus for the 2007 fiscal year shall be paid in 2008 in accordance   with the
terms of this Agreement prior to this restatement.   Except as otherwise provided
on   Exhibit   A   hereto,   all   bonuses   shall be paid in the   calendar   year next
following the end of the fiscal year in which it is measured.

                  (iii) Deferral   of   Receipt of   Remuneration.   Executive shall
have the right to defer, on an annual basis,   receipt of his Base Salary and, to
the extent permitted by the Deferred   Compensation Plan, his annual bonus to the
full extent   provided and otherwise in   accordance   with the terms of Employer's
deferred   compensation   plan in which Executive   participates   (or any successor
plan thereto) as in effect from time to time (the "Deferred   Compensation Plan")
and Section 409A.

     (c) Benefits.

                  (i) Willis US Plans   Generally.    Employer   shall provide,   or
shall cause to be provided,   Executive with those benefits,   including   medical,
life   insurance,   disability,   pension   and other   benefit   programs,   plans and
practices to which   similarly-situated,   full-time executive employees of Willis
US and its subsidiaries   (commensurate with Executive's position with Willis US)
are   entitled   (under   the   applicable   benefit   plans   as in   effect   as of the
Commencement   Date or as may be amended from time to time),   as set forth in the

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Staff Handbook (the "Company   Plans"),   as well as fringe benefits   commensurate
with the Executive's   position,   including,   at Employer's   expense,   reasonable
availability   of private   air   transportation,   as   determined   appropriate   for
business travel by Executive in his reasonable,   good faith discretion and, when
reasonably necessary for security reasons,   personal travel of Executive and his
family, unless otherwise expressly waived by Executive in writing.

                  (ii)   Deferred   Compensation   Benefit.   So   long   as Executive
remains employed by Employer   hereunder,   Executive shall be entitled to receive
an annual deferred   compensation credit of $800,000 (the "Deferred   Compensation
Benefit") under the Deferred   Compensation   Plan in respect of the Contract Year
beginning on October 15, 2003 and each full (or partial) Contract Year occurring
thereafter.   Each such   Deferred   Compensation   Benefit   shall be credited to an
account   established   for Executive   under the Deferred   Compensation   Plan (the
"Deferral   Account") in four equal   installments of $200,000 each,   beginning on
January 14, April 14, July 14 and October 14 of each Contract Year in respect of
which such   Deferred   Compensation   Benefit is being   credited.   Notwithstanding
anything set forth in this Agreement,   or the Deferral   Account to the contrary,
(A) Executive has received an additional Deferred Compensation Benefit credit in
respect of the Contract   Year ending on October 14, 2003,   of which one half was
credited on each of July 14, 2003 and October 14, 2003 and (B) on each date that
any Deferred Compensation Benefit is credited to the Deferral Account, Executive
shall be vested in, but not then entitled to payment of, such   credited   amount.
Subject to the foregoing,   all Deferred Compensation Benefits shall otherwise be
treated   under the   Deferred   Compensation   Plan in the same manner   (including,
without   limitation   but   subject to   Section   3(a)(ii)   below) as any   elective
deferrals   of Base Salary and annual bonus   amounts made by Executive   under the
Deferred Compensation Plan as provided in Section 1(b)(iii) above.

     (d) U.K.   Corporate   Housing.   The   Company   shall   continue to provide the
Executive with hotel housing when in London,   England on Company business at the
same level as provided in 2007.

     (e) Other Expenses.   All expenses of Executive   incurred in connection with
the   performance   of his   services   hereunder or prior   hereto,   other than with
respect   to the   commutation   by   Executive   from his home in New   Jersey to his
office in New York City,   shall be payable or reimbursed by Employer   (including
but not limited to those fringe benefits set forth in Sections 1(c)(i) and 1(d),
above) and, to the extent,   if any, such expenses would be taxable to Executive,
shall be grossed up by Employer such that   Executive   has no after-tax   cost for
such expenses or additional   gross-up   amount.   Expenses   shall be reimbursed as
soon   as    practicable    after    Executive    incurs   such   expense   and   submits
documentation   thereof (which shall be submitted   within ninety (90) days of the
incurrence of the expense).   All taxable payments and reimbursements,   including
any gross-up   payment   related to expenses   paid   pursuant to this Section 1(e),
shall be paid in accordance with Section 7(l)(iii) hereof.

     (f)   Indemnification.   Employer shall provide   Executive with Directors and
Officers and Errors and Omissions insurance in amounts reasonably   acceptable to
Executive.   Willis   Holdings   and Willis US each   agrees,   and shall cause their
respective   subsidiaries   to agree,   to indemnify and defend   Executive,   to the
fullest extent permitted by applicable law and by their   respective   Articles of
Incorporation and by-laws (or the applicable   equivalent   governing   documents),
with   respect to any and all claims   which   arise from or relate to   Executive's
duties as an officer,   member of the Board (and any other board of directors (or
equivalent    governing   entity)   of   Willis   UK,   Willis   US   or   any   of   their
affiliates),   employee of Willis US, and duties performed in connection with the

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offices of Willis UK and Willis Holdings held by Executive, or as a fiduciary of
any employee   benefit plan or a similar capacity with any other entity for which
Executive   is   performing   services at   Employer's   request,   whether   performed
heretofore or hereafter.

     (g) Equity Participation.

                  (i) General. The provisions of the Third Amendment as to prior
equity grants shall continue to apply.

                  (ii) Registration   Rights.   Executive   shall   be   entitled   to
registration rights in accordance with the 2004 Registration Rights Agreement.

                  (iii) Change of Control. The   definition   of Change of Control
applicable   to any   equity   grant   made to the   Executive   or in any   equity   or
employee   benefit   plan as it   applies   to   Executive   shall   be the same as the
definition of Change of Control set forth herein,   provided that this subsection
(ii) shall not apply to any already   outstanding equity grant as of May 25, 2004
to the extent   application of it would result in an adverse accounting charge to
the Employer because of a change in the definition of Change in Control.

                  (iv) 2008 Equity   Grant. Executive   shall be entitled to stock
option grants as provided in Exhibit B hereto.

                  (v) Future Grants. Executive shall be eligible for such future
equity awards as determined by the Compensation Committee of the Board.

     (h)   Executive   shall be   entitled   to   vacation   time and   holidays as are
provided in general to executive employees of Willis US but shall, in any event,
be entitled to no less than four (4) weeks of vacation per year. Any unused days
accrued in a particular year may not be carried over to a subsequent year.

     2. Term and Termination.

     (a) Term.   This   Agreement   shall become   effective as of the   Commencement
Date.   Unless terminated   earlier pursuant to Section 2(b),   below,   Executive's
employment   hereunder   shall   remain in effect   until the annual   meeting of the
Employer occurring in 2011. For purposes of this Agreement,   the employment term
(which   began on the   Commencement   Date) shall be deemed to be the "Term",   and
each   twelve-month   period   commencing   on the   Commencement   Date   and on   each
anniversary   thereof occurring during the Term shall be deemed to be a "Contract
Year".

     (b)   Termination.   The Term shall   terminate on the earlier to occur of (i)
the expiration of the Term and (ii) the date upon which   Executive's   employment
is terminated by Employer or Executive. Subject to the conditions and procedures
of Section   3(d)(iii) and (iv),   below,   either party may terminate the Term and
Executive's employment at any time by providing 90 days' prior written notice to
the other party of the termination of Executive's   employment.   A termination by
either   Employer   shall be deemed a   termination   by the   Employer and all other
members of the Willis Group and their respective subsidiaries.

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     3. Effect of Certain Terminations.

     (a) Termination   without Cause by Employer or Resignation   with Good Reason
by   Executive.   If at any time during the Term,   Employer   terminates   Executive
without Cause (as defined below) or the Executive terminates his employment with
the Willis Group for Good Reason (as defined below), Executive shall be entitled
to the following:

                  (i) Subject to Section   7(l) hereof,   within   thirty (30) days
after such termination,   Employer shall pay to Executive as severance the lesser
of (x) Four Million Dollars ($4,000,000) and (y) Two Million Dollars (2,000,000)
multiplied   by a   fraction,   the   numerator   of which is the   number   of   months
remaining in the Term (without regard to the Termination) and the denominator of
which is twelve (12); provided, however, if (I) after the occurrence of a Change
in Control (or prior thereto,   at the direction of an   anticipated   successor or
otherwise in connection therewith), Executive's employment is terminated for any
reason by Employer (or their respective successors) or (II) after the occurrence
of a Change in Control,   Executive's   employment is terminated by Executive with
or without Good Reason, then, in lieu of Executive's   entitlements for severance
as set forth above,   Employer (or its applicable successor) shall be required to
pay Executive as severance,   subject to Section 7(l) hereof,   within thirty (30)
days   after   such    termination,    an   amount   equal   to   Six   Million    Dollars
($6,000,000); and

                  (ii) Employer   shall   provide,   or shall cause to be provided,
Executive   with his (x) Accrued   Amounts (as defined   below) and (y) his Accrued
Rights (as defined below);   provided,   however,   that any Deferred   Compensation
Benefit that would otherwise have been credited to Executive's   Deferral Account
pursuant   to Section   1(c)(ii)   above if   Executive   had   remained   employed   by
Employer hereunder for the balance of the Term shall instead be credited in full
to the Deferral Account   effective as of the date of such   termination,   and all
Deferred   Compensation   Benefits   then   credited to the Deferral   Account   shall
otherwise be paid to Executive pursuant to and in accordance with the provisions
of the Deferred   Compensation   Plan and in   accordance   with the   provisions   of
Section 409A, as applicable.

     (b) Other Terminations. In the case of any other termination not covered by
Section 3(a) alone,   Executive shall only be entitled to his Accrued Amounts and
Accrued   Rights;   provided,   however,   that after the   occurrence of a Change in
Control, if Executive terminates his employment without Good Reason, Executive's
Deferred   Compensation Benefits shall be credited and payable in the same manner
and pursuant to the same terms as set forth in Section 3(a)(ii) above.

     (c) No Mitigation;   No Offset.   The amounts due under Section 3(a) shall be
paid without any obligation of mitigation or offset for future earnings or other
amounts, and shall be paid without setoff,   counterclaims or defense.   Executive
shall not be eligible for any amounts of a similar   nature that would be payable
to Executive pursuant to other severance plans of the Willis Group.

     (d) Definitions. For purposes of this Agreement, the capitalized terms used
above shall have the following meanings:

                  (i) "Accrued   Amounts" shall mean (x) all accrued   but   unpaid
Base Salary and vacation pay, to be paid   promptly   after   termination;   (y) any
bonus due as a result of actual   performance but unpaid for any completed fiscal
year, to be paid in the calendar year of such   termination when bonuses are paid

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to its   senior   level   executives   in respect to such   fiscal   year;   and (z) in
respect   of the   Fiscal   Year in which the   termination   occurs,   payment   of an
amount, (the "Prorated Bonus") equal to a pro rated portion of the actual annual
bonus   earned   based   on   performance   during   the   Fiscal   Year   in   which   the
termination   occurs   based   on   actual   results,   which   bonus   shall be paid to
Executive in the calendar year next   following the calendar year of   termination
and at the same   time as said   payment   would   be made if   Executive   was   still
employed   by   the   Employer;   provided,   however,   that   upon a   termination   of
Executive's employment for Cause or by Executive without Good Reason (other than
as a result of death, Disability,   Mutual Retirement (as defined below) prior to
the end of the   Term or at or   after   the   annual   meeting   in   2011),   "Accrued
Amounts"   shall not   include a Prorated   Bonus in respect of the Fiscal   Year in
which the termination occurs.

                  (ii) "Accrued   Rights" shall   mean any amounts or benefits due
to Executive under any benefit or equity plan or program (other than a severance
plan),   and Executive's   rights under Sections 1(c), 1(e), 1(f), 4 and 7 hereof,
payable in accordance with the terms of such plan or program.

                  (iii) "Cause"   shall   mean (A)   Executive's   conviction of, or
pleading nolo contendere to, a misdemeanor   involving sexual   misconduct or to a
felony (other than a traffic infraction not involving actual imprisonment),   (B)
Executive's willful and continuous misconduct with regard to his material duties
and   responsibilities   which causes   demonstrable   harm of a material nature (C)
Executive's   serious or persistent   breach of Executive's   material   obligations
under this   Agreement   (including   any   repeated   failure to abide by the legal,
written   directives   presented to him by the Board,   which directives are not in
violation of Section 1(a)(ii)   hereof) or (D) gross negligence   (other then as a
result of physical or mental   impairment)   with regard to his duties;   provided,
that,   in the case of (B),   (C) and   (D),   above,   such   misconduct,   breach   or
negligence   was not resolved or cured within   fifteen   (15) days   following   the
applicable Employer's written notice to Executive of the Employer's intention to
terminate   Executive's   employment for Cause as a result of such   circumstances,
which notice   (pursuant   to Section   2(b))   describes   such   circumstances   with
sufficient   particularity to give Executive a reasonable   opportunity to resolve
or cure   any   such   misconduct,   breach   or   negligence.   For   purposes   of this
definition,   an act (or omission) shall not be deemed "willful", if, in the good
faith belief of Executive,   such act (or omission) was in the best   interests of
the Willis Group (or any of their respective subsidiaries),   and such belief was
reasonable.

                  (iv)   "Change    of    Control"   means   (a) the   acquisition   of
ownership,   directly or indirectly,   beneficially or of record, by any Person or
group (within the meaning of the   Securities   Exchange Act of 1934 and the rules
of the   Securities and Exchange   Commission   thereunder as in effect on the date
hereof),   of   equity   interests   representing   more   than   30% of the   aggregate
ordinary voting power represented by the issued and outstanding equity interests
of Willis Holdings; (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of Willis   Holdings by Persons who were neither
(i) nominated by the board of directors of Willis Holdings nor (ii) appointed by
directors   so   nominated;   provided a Person shall not be deemed so nominated or
appointed if such   nomination or appointment is the result of a proxy contest or
a threatened proxy contest;   (c) the failure of Willis Holdings to own, directly
or indirectly,   at least 50% of the aggregate   ordinary voting power represented
by the issued and   outstanding   equity   interests of Willis US (or the successor
entity owing all or substantially   all of the assets   previously owned by Willis
US if such   assets   are   transferred);   (d) a   merger,   consolidation   or   other
corporate   transaction   of   Willis   Holdings   (a   "Transaction")   such   that the

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shareholders of Willis Holdings immediately prior to such Transaction do not own
more than 50 percent of the   aggregate   ordinary   voting power of the   surviving
entity (or its parent)   immediately   after such Transaction in approximately the
same proportion to each other as immediately   prior to the Transaction;   (e) the
sale   of all or   substantially   all of the   assets   of   Willis   Holdings   or (f)
approval by the   shareholders   of Willis   Holdings of a plan of   liquidation   or
dissolution of Willis Holdings.

                  (v)    "Good   Reason"   shall    mean   Executive   terminates   his
employment   as a result of (A) any   diminution by any member of the Willis Group
of his titles,   positions or status within the Willis Group, without Executive's
written    consent    thereof,    (B)   any   material    diminution   of   his   duties,
responsibilities or authority, or the assignment to him of any duties materially
inconsistent   with his positions   within the Willis Group,   without   Executive's
written   consent   thereof,   (C) any relocation of his principal   office from New
York, New York, without   Executive's   written consent thereof,   (D) any material
breach of this Agreement by Employer,   (E) the occurrence of a Change in Control
or (F) the Board   repeatedly   overrides,   supersedes   or   disregards   reasonable
decisions by Executive or   recommendations   made by Executive to the Board, such
that the Board   materially   interferes with   Executive's   ability to effectively
function as the Executive   Chairman and Chief   Executive   Officer,   or the Board
otherwise   takes actions that   constructively   represent a lack of confidence in
Executive's ability to perform his duties and responsibilities;   provided,   that
in all cases   (other than (E) above),   such action or breach is not   resolved or
cured within fifteen (15) days following Executive's written notice (pursuant to
Section   2(b)) to   Employer   of the event   that he asserts is the basis for Good
Reason,   and which   event or behavior   Employer   does not resolve or cure during
such 15-day period.

                  (vi) "Mutual   Retirement"    shall   mean a Retirement   with the
mutual agreement of the Executive and the Board with a successor chief executive
officer approved by both in writing in place.

                  (vii)   "Retirement"    shall   mean   Executive's   termination of
employment   with the Willis Group after   Executive   has been   employed   with the
Willis Group for at least five years following the Commencement Date.

                   (viii)   "Section    409A"   shall    mean   Section   409A   of   the
Internal Revenue Code of 1986, as it may be amended from time to time.

     (e) Disability   Termination.   Employer may terminate Executive's employment
as a result of a   "Disability"   if Executive,   as a result of mental or physical
incapacity,   has   been   unable   to   perform   his   material   duties   for   six (6)
consecutive   months (or 180 days in any 360-day period).   Such termination shall
be only permitted while Executive is still so disabled and shall be effective on
thirty (30) days written   notice to Executive,   provided   that such   termination
shall not be   effective   if Executive   returns to full time   performance   of his
material   duties   within such thirty (30) day period and   continues in such full
time   capacity   (which full time status shall be deemed to continue   even in the
event that vacation or intermittent   and de minimis sick leave is taken) for six
(6) consecutive months thereafter. For the avoidance of doubt, in the event that
Executive   does return to full time   performance   but does not   continue in such
full time capacity for six (6)) consecutive months   thereafter,   the termination
shall be deemed   effective on thirty (30) days written notice following the most
recent   date that   Executive   fails to   continue   in such   full   time   capacity.
Notwithstanding the foregoing,   in the event that as a result of absence because
of mental or physical   incapacity   Executive   incurs a "separation from service"

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