8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 1, 2008

WILLIS HRH, INC.

(Exact name of registrant as specified in its charter)

Virginia
(Jurisdiction of incorporation or organization)

0-15981
(Commission file number) 54-1194795
(I.R.S. Employer Identification No.)

c/o Willis Group Holdings Limited
One World Financial Center
200 Liberty Street
New York, NY 10281
(Address of principal executive offices)

(212) 915-8899
(Registrant’s telephone number, including area code)

Hilb Rogal & Hobbs Company
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On October 1, 2008, Willis Group Holdings Limited (“Willis”) completed its previously announced acquisition of Hilb Rogal & Hobbs Company (“HRH”) pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2008 (the “Merger Agreement”), by and among Willis, Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.), a wholly owned subsidiary of Willis (“Merger Sub”), and HRH. In accordance with the terms of the Merger Agreement, HRH was merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as a wholly owned subsidiary of Willis. As of the effective time of the Merger, each share of common stock, no par value, of HRH (the “HRH Common Stock”), issued and outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive, at the election of each HRH shareholder, consideration in the form of cash or shares of Willis common stock, par value $0.000115 per share (the “Willis Common Stock”), plus cash in lieu of fractional shares and subject to potential proration and adjustment if either form of consideration was oversubscribed.

     The value of the per share consideration payable in connection with the Merger was based on the average closing sales price per share of Willis Common Stock for the ten-trading day period ending on the second full trading day prior to the effective time of the Merger (such average price is referred to as the “Average Willis Share Price”). Based on the Average Willis Share Price of $31.70, the value of the cash consideration per share of HRH Common Stock for which a valid cash election was made is equal to $46.00 and the value of the stock consideration per share of HRH Common Stock for which a valid stock election was made is 1.4510 shares of Willis Common Stock, which is equal to the cash consideration per share divided by the Average Willis Share Price.

     Prior to the Merger, HRH Common Stock was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and traded on the New York Stock Exchange (the “NYSE”). As a result of the Merger, HRH no longer meets the listing requirements of NYSE. HRH requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to report that shares of HRH Common Stock are no longer listed on NYSE. HRH will file a Form 15 with the Securities and Exchange Commission to terminate the registration of its common stock under the Exchange Act. Trading of HRH Common Stock on NYSE was suspended as of the opening of trading on October 2, 2008.

     The issuance of Willis Common Stock in connection with the Merger, as described above, was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-152560), filed with the SEC on July 25, 2008, amended by Amendment No. 1 thereto and declared effective on August 26, 2008 (the “Form S-4”). The proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the Form S-4 contains additional information about the Merger and the related transactions. Additional information about the Merger is also contained in Current Reports on Form 8-K filed by Willis and by HRH and incorporated by reference into the Proxy Statement/Prospectus.

     In addition, the Merger was financed in part with the proceeds of approximately $1.525 billion of borrowings under certain credit facilities entered into by Willis and Willis North America, Inc. on October 1, 2008.

     This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Willis on June 12, 2008 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     Prior to the Merger, HRH Common Stock was registered pursuant to Section 12(b) of the Exchange Act, and traded on the New York Stock Exchange (the “NYSE”). On October 1, 2008, HRH notified the NYSE of the effectiveness of the Merger. As a result of the Merger, HRH no longer meets the listing requirements of NYSE. HRH also notified NYSE that the cash consideration per share of HRH Common Stock for which a valid cash election was made is equal to $46. The stock consideration per share of HRH Common Stock for which a valid stock election was made is 1.4510 shares of Willis Common Stock, which is equal to the cash consideration per share divided by the Average Willis Share Price. HRH also requested that NYSE file with the SEC an application on Form 25 to report that shares of HRH Common Stock are no longer listed on NYSE. HRH will file a Form 15 with the SEC to terminate the registration of its common stock under the Exchange Act. Trading of HRH Common Stock on NYSE was suspended as of the opening of trading on October 2, 2008.

Item 3.03 Material Modification to Rights of Security Holders.

     Pursuant to the Merger Agreement, as of the effective time of the Merger, each share of HRH Common Stock, issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive, at the election of each HRH shareholder, consideration in the form of cash or Willis Common Stock, plus cash in lieu of fractional shares (subject to potential proration and adjustment if either form of consideration was oversubscribed). The value of the per share consideration payable in connection with the Merger was based on the Average Willis Share Price. Based on the Average Willis Share Price of $31.70, the value of the cash consideration per share of HRH Common Stock for which a valid cash election was made is equal to $46.00 and the

value of the stock consideration per share of HRH Common Stock for which a valid stock election was made is 1.4510 shares of Willis Common Stock, which is equal to the cash consideration per share divided by the Average Willis Share Price.

Item 5.01 Changes in Control of Registrant.

          On October 1, 2008, Willis completed the acquisition of HRH, through the merger of HRH with and into Merger Sub, pursuant to the Merger Agreement, by and among Willis, Merger Sub, and HRH.

          Pursuant to the Merger Agreement, as of the effective time of the Merger, each share of HRH Common Stock, issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive, at the election of each HRH shareholder, consideration in the form of cash or Willis Common Stock, plus cash in lieu of fractional shares. The cash consideration per share of HRH Common Stock for which a valid cash election was made is equal to $46.00. The stock consideration per share of HRH Common Stock for which a valid stock election was made is 1.4510 shares of Willis Common Stock, which is equal to the cash consideration per share divided by the Average Willis Share Price. The cash and stock consideration payable in the Merger was subject to proration and adjustment if either the cash or stock election was oversubscribed.

          In connection with its acquisition of HRH, on October 1, 2008, Willis along with its wholly owned subsidiary, Willis North America Inc., entered into two new credit facilities: (i) a five-year facility providing for loans of up to $1,000 million consisting of a $15 million US dollar revolving credit facility, a $285 million multicurrency revolving credit facility and a $700 million multiple draw term loan facility (the “Five-Year Credit Facility”) and (ii) a 364-day $1,000 million senior term loan (the “364-Day Credit Facility” and together with the Five-Year Credit Facility, the “Credit Facilities”). The terms of the new credit facilities are set forth in two separate agreements, as follows: (i) the Credit Agreement, dated as of October 1, 2008 (the “Five-Year Credit Agreement”), among Willis North America Inc., Willis Group Holdings Limited, 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 and (ii) the 364-Day Credit Agreement, dated as of October 1, 2008 (the “364-Day Credit Agreement”), among Willis North America Inc., Willis Group Holdings Limited, the Lenders party thereto and Bank of America Securities LLC, as Administrative Agent and Sole Lead Arranger. Proceeds of the loans under the Credit Facilities can be used to finance, in part, the acquisition of HRH, and to pay fees and expenses in connection therewith, to refinance certain existing indebtedness of HRH and Willis and, in the case of the Five-Year Credit Facility, for the purpose of making certain permitted repurchases of Willis Common Stock or repaying the existing indebtedness of Willis and its subsidiaries.

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

          Effective upon the closing of the Merger, each of the following members of the board of directors of HRH resigned from the board of directors of HRH and all committees thereof, as applicable: Robert W. Fiondella, Robert H. Hilb, Julious P. Smith, Jr., Martin L. Vaughan, III, Julie A. Beck, Anthony F. Markel, Scott R. Royster, Warren M. Thompson, Theodore L. Chandler, Jr., and Robert S. Ukrop.

Item 5.03 Amendments to the Articles of Incorporation or Bylaws, Change in Fiscal Year.

          Pursuant to the Merger Agreement, at the effective time of the Merger, HRH merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation in the Merger. Merger Sub is governed by the Articles of Incorporation, as amended by the Articles of Amendment to the Articles of Incorporation, dated September 30, 2008, and the Bylaws of Merger Sub, as attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference. On October 3, 2008, Articles of Amendment to the Articles of Incorporation of Merger Sub were filed, changing the name of Merger Sub to Willis HRH, Inc. A copy of the Articles of Amendment to the Articles of Incorporation of Merger Sub is attached hereto as Exhibit 3.4 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.)
3.2	Articles of Amendment of Articles of Incorporation of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.), dated September 30, 2008
3.3	Bylaws of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.)
3.4	Articles of Amendment of Articles of Incorporation of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.), dated October 1, 2008

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WILLIS HRH, INC.
By:	/s/ Adam G. Ciongoli
	Name:	Adam G. Ciongoli
	Title:	Secretary

Date: October 7, 2008

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Incorporation of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.)
3.2	Articles of Amendment of Articles of Incorporation of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.), dated September 30, 2008
3.3	Bylaws of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.)
3.4	Articles of Amendment of Articles of Incorporation of Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.), dated October 1, 2008

EX-3.1

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF INCORPORATION
OF A VIRGINIA STOCK CORPORATION

     The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, state(s) as follows:

1.	The name of the corporation is: HERMES ACQUISITION CORP.
2.	The number of shares the corporation is authorized to issue is one hundred (100) shares of Common Stock, no par value.
3.	A. The name of the corporation’s initial registered agent is Corporation Service Company.

B. The initial registered agent is (mark appropriate box):

(1	)	an individual who is a resident of Virginia and
		o an initial director of the corporation.
		o a member of the Virginia State Bar.
		OR
(2	)	þ   a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

4. A. The corporation’s initial registered office address, which is the business office of the initial registered agent, is:

11 South 12th Street, P.O. Box 1463	Richmond	,    VA	23218	.
(number/street)	(city or town)		(zip code)

B. The registered office is physically located in the þ city or o county of Richmond.

5.	The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Virginia Stock Corporation Act, as from time to time amended.
6.	A director of the corporation shall not be personally liable either to the corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law. Neither amendment nor repeal of this paragraph 6 nor the adoption of any provision of the Articles of Incorporation of the corporation inconsistent with this paragraph 6 shall eliminate or reduce the effect of this paragraph 6 in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph 6, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
7.	The corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer or incorporator of the corporation, or, while a director or officer the Corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full

	extent permitted by law, and the corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification.
8.	The initial directors are:

NAME(S)	ADDRESS(ES)
PATRICK C. REGAN	c/o Willis Group Holdings, Ltd., One World Financial Center, 200 Liberty Street, New York, NY 10281
ADAM G. CIONGOLI	c/o Willis Group Holdings, Ltd., One World Financial Center, 200 Liberty Street, New York, NY 10281
DONALD J. BAILEY	c/o Willis Group Holdings, Ltd., One World Financial Center, 200 Liberty Street, New York, NY 10281

9. INCORPORATOR:

	JOHN ELLSWORTH
SIGNATURE	PRINTED NAME

Dated this fifth day of June, 2008.

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EX-3.2

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
HERMES ACQUISITION CORP.

     1. Name.  The name of the corporation is Hermes Acquisition Corp.

     2. The Amendments.  The text of the amendments adopted is as follows:

          A. Article 2 of the Articles of Incorporation shall be deleted and, in lieu thereof, the following new Article 2 substituted therefor:

     2. A. The aggregate number and designation of shares of capital stock which the corporation shall have the authority to issue and the par value per share are as follows:

	Number		Par Value
Class	of Shares		Per Share
Class A Common		1,000	no par value
Class B Common		1,000	no par value

          B. The designations, voting rights, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions of the above classes of stock are as follows:

     (i) Voting Rights. The holders of the outstanding Class A Common Shares shall, to the exclusion of the holders of Class B Common Shares, have the sole power to vote for the election of directors and for all other purposes without limitation, except as may be required by law.

     (ii) Distributions. The Class A Common Shares and the Class B Common Shares shall be of equal rank and shall entitle the holders thereof to the same rights and privileges except as provided in Section 2.B.(i) above. The holders of the Class A Common Shares and the Class B Common Shares shall be entitled to distributions, including dividends when declared by the Board of Directors, and to

the net assets of the corporation upon the liquidation, dissolution or winding up of the affairs of the corporation.

          B. Article 6 of the Articles of Incorporation shall be deleted and, in lieu thereof, the following new Article 6 substituted, as follows:

     6. To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the corporation shall not be liable to the corporation or its shareholders for any monetary damages. Neither amendment nor repeal of this Article 6 nor the adoption of any provision of the Articles of Incorporation of the corporation inconsistent with this Article 6 shall eliminate or reduce the effect of this Article 6 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 6, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

          C. Article 7 of the Articles of Incorporation shall be deleted and, in lieu thereof, a new Article 7 substituted, as follows:

     7. A. For purposes of this Article, the following definitions shall apply:

     “expenses” include, without limitation, counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expenses in asserting a claim for indemnification;

     “liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;

     “party” means an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding; and

     “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal.

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          B. To the full extent permitted by the Virginia Stock Corporation Act, as it exists on the date hereof or as hereafter amended the corporation shall indemnify any person who is, was or is threatened to be made a party to any proceeding, including without limitation a proceeding brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation, by reason of the fact that such person is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity, against all liabilities and reasonable expenses incurred by such person in connection with the proceeding, except such liabilities and expenses as are incurred because of his willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the corporation shall be deemed service at the request of the corporation. The corporation may contract in advance to indemnify, and make advances and reimbursements for expenses to, any person entitled to indemnify under this Section B of Article 7.

          C. Any determinations or authorizations required to be made by the corporation with respect to any claim by a person for indemnification or the advancement or reimbursement of expenses under this Article 7 shall be made in the manner provided by law; provided, however, that in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any such determination as to indemnification and expenses shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

          D. The corporation shall advance or reimburse the reasonable expenses incurred by a director, officer or other person specified in Section B of this Article 7 in advance of final disposition of a proceeding to which such person is a party if such person furnishes the corporation (i) a written statement of his good faith belief that he is entitled to indemnification under this Article and (ii) a written

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undertaking from him to repay any funds advanced if it is ultimately determined that he is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation and shall be accepted without reference to his ability to make repayment. The corporation is empowered to pay or reimburse expenses incurred by a director, officer or other person specified in Section B of this Article 7 in connection with his appearance as a witness in a proceeding at a time when he is not a party.

          E. The corporation is empowered to indemnify or contract in advance to indemnify any person not specified in Section B of this Article 7 who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity, against liabilities and reasonable expenses incurred by such person in connection with the proceeding to the same or a lesser extent as if such person had been specified as one to whom indemnification is granted in Section B.

          F. The corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the corporation would have power to indemnify him against such liability under the provisions of this Article 7.

          G. The provisions of this Article 7 shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, arising from any action taken or failure to act, whether occurring before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in

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any other pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

          H. Every reference in this Article 7 to directors, officers, employees, agents and other persons who are or may be entitled to indemnification, advances or reimbursements shall include all persons who formerly occupied any of the positions referred to herein. The rights of each person entitled to indemnification, advances and reimbursements pursuant to this Article shall inure to the benefit of such person’s heirs, executors and administrators. Indemnification pursuant to this Article shall not be exclusive of any other right to indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the corporation and indemnification under policies of insurance purchased and maintained by the corporation or others.

          I. Each provision of this Article 7 shall be severable, and if any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect the validity of any other provisions or applications of this Article.

     3. Reclassification of Outstanding Shares. As of the effective time of these Articles of Amendment, each outstanding share of Common Stock, no par value, of the corporation shall be reclassified and converted into ten Class A Common Shares of the corporation.

     4. Approval.  The amendments were adopted on September 26, 2008.

     5. Shareholder Action.  The amendment was approved by the written consent of the sole shareholder of the corporation dated September 26, 2008.

Dated: September 30, 2008

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          IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed by its duly authorized officer.

Hermes Acquisition Corp.
By:	/s/ Debra M. Enderle
Name: Debra M. Enderle
Title: Vice President

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EX-3.3

BYLAWS

OF

HERMES ACQUISITION CORP.
(a Virginia Corporation)

ARTICLE I

SHAREHOLDERS

          SECTION 1. Share Certificates. Certificates evidencing fully-paid shares of the Corporation shall set forth thereon the statements prescribed by Section 13.1-647 of the Virginia Stock Corporation Act, as amended (“VSCA”) and by any other applicable provision of law, shall be signed by any two of the following officers: the President, a Vice-President, the Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or any two officers designated by the Board of Directors, and may bear the corporate seal or its facsimile. Any or all of the signatures upon a certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

          SECTION 2. Fractional Shares Or Scrip. The Corporation may, if authorized by the Board of Directors: issue fractions of a share or pay in money the value of fractions of a share; arrange for disposition of fractional shares by the shareholders; or issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. Each certificate representing scrip shall be conspicuously labeled “Scrip” and shall contain the information required by subsection B of Section 13.1-647 of the VSCA. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the Corporation upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. The Board of Directors may authorize the issuance of scrip subject to any conditions considered desirable. When the Corporation is to pay in money the value of fractions of a share, such value shall be determined by the Board of Directors. A good faith judgment of the Board of Directors as to the value of a fractional share shall be conclusive.

          SECTION 3. Share Transfers. Upon compliance with any provisions restricting the transferability of shares that may be set forth in the articles of incorporation, these Bylaws, or any written agreement in respect thereof, transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, or with a transfer agent or a registrar and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon, if any. Except as may be otherwise provided by law, the person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the Corporation, shall be so expressed in the entry of transfer.

          SECTION 4. Record Date For Shareholders. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days before the meeting or action requiring such determination of shareholders. If not otherwise fixed, the record date is the close of business on the day before the effective date of notice to shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

          SECTION 5. Meaning Of Certain Terms. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the Corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the articles of incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the VSCA confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

          SECTION 6. Shareholder Meetings.

               (a) Time. The annual meeting shall be held on the date fixed from time to time by the Board of Directors. A special meeting shall be held on the date fixed from time to time by the Board of Directors except when the VSCA confers the right to call a special meeting upon the shareholders.

               (b) Place. Annual meetings and special meetings shall be held at such place in or out of the Commonwealth of Virginia as the Board of Directors shall from time to time fix.

               (c) Call. Annual meetings may be called by the Board of Directors or the Chairman of the Board of Directors, the President, or the Secretary or by any officer instructed by the directors or the President to call the meeting. Special meetings may be called in like manner.

               (d) Notice Or Actual Or Constructive Waiver Of Notice. The Corporation shall notify shareholders of each annual and special shareholders’ meeting. Such notice shall be given no less than ten (10) nor more than sixty (60) days before the meeting date except that notice of a shareholders’ meeting to act on an amendment of the articles of incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to Section 13.1-724 of the VSCA, or the dissolution of the Corporation shall be given not less than twenty-five (25) nor more than sixty (60) days before the meeting date. Unless the VSCA or the articles of incorporation require otherwise, notice of an annual meeting need not state the purpose for which the meeting is called. Notice of a special meeting shall state the purpose for which the meeting is called. Notwithstanding the foregoing, no notice of a shareholders’ meeting need be given to a shareholder in any instance in which Section 13.1-658 of the VSCA so provides. A shareholder may waive any notice required by the VSCA, the articles of incorporation or these Bylaws before or after the time and date of the meeting that is the subject of such notice. The

waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting waives objection to (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and (b) consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. The term “notice” as used in this paragraph shall mean notice in writing as prescribed by Section 13.1-610 of the VSCA.

               (e) Voting List. The officer or agent having charge of the share transfer books of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number of shares held by each. The list shall be arranged by voting group and within each voting group by class or series. For a period of ten (10) days prior to such meeting, the list of shareholders shall be kept on file at the registered office of the Corporation or at its principal office or at the office of its transfer agent or registrar and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. The original share transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

               (f) Conduct Of Meeting. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, the President, a Vice-President, if any, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the Corporation, or in his absence, an assistant secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an assistant secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

               (g) Proxy Representation. A shareholder may appoint a proxy to vote or otherwise act for him, either personally or by his attorney-in-fact pursuant to the provisions of Section 13.1-663 of the VSCA. An appointment is valid for eleven (11) months, unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

               (h) Shares Held By Nominees. The Corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the Corporation as the shareholder. The extent of this recognition may be determined in the procedure.

               (i) Quorum. Unless the articles of incorporation or the VSCA provides otherwise, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.

               (j) Voting. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the VSCA provides otherwise.

          SECTION 7. Action Without Meeting. Action required or permitted by the VSCA to be taken at a shareholders’ meeting may be taken without a meeting and without action by the Board of Directors if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records. Any action taken by unanimous written consent shall be effective according to its terms when all consents are in the possession of the Corporation. Action taken under this paragraph is effective as of the date specified therein, provided the consent states the date of execution by each shareholder.

ARTICLE II

BOARD OF DIRECTORS

          SECTION 1. Functions Generally — Compensation. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, a Board of Directors. The Board of Directors may fix the compensation of directors.

          SECTION 2. Qualifications And Number. A director need not be a shareholder, a citizen of the United States, or a resident of the Commonwealth of Virginia. The initial Board of Directors shall consist of three (3) persons, which is the number of directors stated in the articles of incorporation, and which shall be the number of directors until changed. Thereafter, the number of directors shall not be less than two (2) nor more than five (5). The number of directors may be fixed or changed from time to time, within such minimum and maximum, by the shareholders or by the Board of Directors. If not so fixed, the number shall be three. After shares are issued, only the shareholders of the Corporation may change the range for the size of the Board of Directors or change from a fixed to a variable-range size board or vice versa. A decrease in the number of directors does not shorten an incumbent director’s term. The number of directors shall never be less than one (1).

          SECTION 3. Terms And Vacancies. The terms of the initial directors of the Corporation expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. A decrease in the number of directors does not shorten an incumbent director’s term. The term of a director elected by the Board of Directors to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. Despite the expiration of a director’s term, he will continue to serve until his successor is elected and qualifies. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the shareholders or the Board of Directors may fill the vacancy; or if the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.

          SECTION 4. Meetings.

               (a) Time. Meetings shall be held at such time as the Board of Directors shall fix, except that the first meeting of a newly elected Board of Directors shall be held as soon after its election as the directors may conveniently assemble.

               (b) Place. The Board of Directors may hold regular or special meetings in or out of the Commonwealth of Virginia at such place as shall be fixed by the Board of Directors.

               (c) Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, the President, or a majority of the directors then in office.

               (d) Notice Or Actual Or Constructive Waiver. Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Written, or oral, notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not describe the purpose of the meeting. A director may waive any notice required by the VSCA or by these Bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Except as hereinbefore provided, a waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

               (e) Quorum And Action. A quorum of the Board of Directors consists of a majority of the number of directors specified in or fixed in accordance with these Bylaws. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. Whenever the VSCA requires the Board of Directors to take any action or to recommend or approve any proposed corporate act, such action, recommendation or approval shall not be required if the proposed action or corporate act is adopted by the unanimous consent of shareholders. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

               (f) Chairman Of The Meeting. Meetings of the Board of Directors shall be presided over by the following directors in the order of seniority and if present and acting: the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, the President, or any other director chosen by the Board of Directors.

          SECTION 5. Removal Of Directors. The shareholders may remove one or more directors with or without cause pursuant to the provisions of Section 13.1-680 of the VSCA.

          SECTION 6. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee may have two (2) or more members, who serve at the pleasure of the Board of Directors. The creation of a committee and the appointment of members to it shall be approved by the greater number of (a) a majority of all the directors in office when the action is taken, or (b) the number of directors required by the articles of incorporation or these Bylaws to take action under the provisions of Section 13.1-688 of the VSCA. The provisions of

Sections 13.1-684 through 13.1-688 of the VSCA, which govern meetings, action without meetings, notice, and waiver of notice, apply to committees and their members as well. To the extent specified by the Board of Directors or these Bylaws, each committee may exercise the authority of the Board of Directors except such authority as may not be delegated under the VSCA.

          SECTION 7. Action Without Meeting. Action required or permitted by the VSCA to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this paragraph is effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.

ARTICLE III

OFFICERS

          SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such assistant treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two (2) or more offices may be held by the same person.

          SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one (1) year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

          SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

          SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

          SECTION 5. President and Chief Executive Officer. The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and

employees, other than officers referred to in Section 1 of this Article III; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

          SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

          SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

          SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

          SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE IV

REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the Corporation and the name of the initial registered agent of the Corporation are set forth in the original articles of incorporation.

ARTICLE V

CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE VI

FISCAL YEAR

          The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE VII

          SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of such primary financial officer, or other person so designated by the Board of Directors.

          SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

          SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman of the Board of Directors, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman of the Board of Directors, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

          SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE VII

CONTROL OVER BYLAWS

          The power to alter, amend, and repeal the Bylaws and to make new Bylaws shall be vested in the Board of Directors, but Bylaws made by the Board of Directors may be repealed or changed, and new Bylaws made, by the shareholders, and the shareholders may prescribe that any Bylaw made by them shall not be altered, amended, or repealed by the Board of Directors.

EX-3.4

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
HERMES ACQUISITION CORP.

     1. Name. The name of the corporation is Hermes Acquisition Corp. (the “Company”).

     2. Text of Amendment. The test of the amendment adopted is as follows:

     A. Article 1 of the Articles of Incorporation shall be deleted and, in lieu thereof, a new Article 1 substituted that changes the name of the Company as follows:

     1. The name of the corporation is Willis HRH, Inc.

     3. Approval. The amendment was adopted on October 1, 2008.

     4. Shareholder Action. The amendment was approved by the unanimous written consent of the shareholders of the Company dated October 1, 2008.

Dated: October 3, 2008

[Signature on Next Page]

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed by its duly authorized officer.

HERMES ACQUISITION CORP.
By:	/s/ Adam G. Ciongoli
Name:	Adam G. Ciongoli
Title	Secretary

Signature Page to Articles of Amendment (2)