Summary of WILLIS GROUP HOLDINGS LTD

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2009, Willis North America Inc. ("WNAI"), an indirect subsidiary of Willis Group Holdings Limited, amended the Willis U.S. 2005 Deferred Compensation Plan (the "Deferred Compensation Plan") which shall be effective on January 1, 2010. The Deferred Compensation Plan permits certain employees of WNAI and its affiliates who satisfy certain eligibility requirements to make annual irrevocable elections to defer a specified portion of their base salary and bonus to be earned during the following calendar year. The amendments to the Deferred Compensation Plan eliminated (1) the application of IRS compensation limits for salary deferrals beginning in 2010, (2) the application of IRS compensation limits for bonus compensation deferrals beginning in 2011, and (3) the cap on payments to participants who are terminated for cause or voluntarily resign their employment within three (3) years of their initial deferral election. Beginning January 1, 2010, participants will be permitted to defer up to 50% of their base salary and beginning January 1, 2011, participants will be permitted to defer up to 95% of their bonus and incentive compensation.

This description of the Amended and Restated Willis US 2005 Deferred Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Willis US 2005 Deferred Compensation Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.