Willis Group Holdings (WSH)

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2009, Willis Group Holdings Limited, a Bermuda Company ("Willis-Bermuda"), along with its indirect wholly owned subsidiary, Willis North America Inc. ("WNA"), entered into a third amendment (the "Third Amendment") to the Credit Agreement, dated as of October 1, 2008 (as amended, the "Credit Agreement"), among WNA, Willis-Bermuda, the lenders party thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and Bank of America Securities LLC, as Administrative Agent and Sole Lead Arranger. The Third Amendment, which became effective on October 28, 2009, provides, among other things, that for all purposes of the Credit Agreement, Willis Group Holdings plc ("Irish Newco") shall become the parent of WNA upon its becoming the publicly held indirect parent company of WNA in lieu of Willis-Bermuda (the "Redomestication") and that in connection therewith and following the consummation of the Redomestication, (i) Willis-Bermuda shall be released from its obligations under the Credit Agreement and the other loan documents upon the transfer of substantially all of its assets and its ceasing to own any equity in WNA, and (ii) Irish Newco and the other new entities to be formed in connection with the Redomestication that own, directly or indirectly, any equity interests in WNA shall become guarantors under the Credit Agreement. In addition, the Third Amendment permits investments in an aggregate amount not to exceed $300 million at any one time outstanding by Willis Securities Inc., an indirect subsidiary of WNA and a licensed broker-dealer ("WSI"), in debt, equity securities and/or equity-linked securities that are underwritten and/or initially purchased by WSI for the purpose of placement with and distribution to third party investors in WSI’s ordinary course of business.

This description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.01.          Entry into a Material Definitive Agreement.

On February 10, 2009, Willis Group Holdings Limited (“Willis”), along with certain of its subsidiaries, including Trinity Acquisition Limited (“TAL”), as the issuer, entered into a note purchase agreement, pursuant to which Goldman Sachs Mezzanine Partners and related funds have agreed to purchase $500 million of 12.875% senior unsecured notes due 2016¹ from TAL.  The transaction is subject to customary closing conditions, including the continued accuracy of representations and warranties, the absence of a change of control and the maintenance of investment grade ratings, and is expected to close during the first quarter of 2009.

The net proceeds of the senior unsecured debt will be used to repay a substantial portion of Willis North America’s, a wholly-owned subsidiary of Willis, existing interim credit facility.