~~Table~~ ofSECURITIES AND ~~Contents~~EXCHANGE COMMISSION Washington, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~FORM 6-K

~~Washington,~~REPORT ~~D.C.~~OF ~~20549~~ FOREIGN PRIVATE ISSUER

Pursuant ~~FORM~~ to 6Rule 13a-K16 or 15d-16 of the Securities Exchange Act of 1934

For ~~REPORT~~ the OFQuarter ~~FOREIGN~~ended ~~PRIVATE~~June ~~ISSUER~~ 30, 2002

WILLIS ~~PURSUANT~~ GROUP TOLIMITED (Translation of ~~RULE~~registrant’s ~~13a-16~~name ORinto ~~15d-16 OF~~ English)

Ten ~~THE~~ Trinity ~~SECURITIES~~Square, ~~EXCHANGE~~London ~~ACT~~EC3P ~~OF 1934~~3AX (Address of principal executive offices)

(Indicate ~~FOR~~ by ~~THE~~check ~~MONTH~~mark OFwhether ~~MARCH~~the ~~2002~~registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

~~WILLIS~~ ~~GROUP HOLDINGS LIMITED~~Form 20-F Form 40-F

(~~Exact~~Indicate by ~~name~~check ofmark ~~Registrant~~whether asthe ~~specified~~registrant by furnishing the information contained in ~~its~~this ~~charter~~form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

~~Ten~~ ~~Trinity Square~~ Yes No

(If ~~London~~ ‘‘Yes’’ ~~EC3P~~is ~~3AX~~marked, ~~England~~indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)

WILLIS ~~(Address~~ GROUP ofLIMITED ~~principal~~AND ~~executive~~SUBSIDIARIES ~~offices)~~ CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F of Form 40-F.)

	Three months ended June 30,						Six months ended June 30,

	2002			2001 As restated (Note 1)			2002			2001 As restated (Note 1)

				($ million, except per share data)
Operating revenues
Commissions and fees	393.2			318.9			829.1			677.9
Interest and investment income		17.8			18.2			32.9			34.1

	411.0			337.1			862.0			712.0
Operating expenses	(307.2		)	(270.8		)	(613.6		)	(551.5		)

Operating income	103.8				66.3		248.4			160.5
(Loss)/profit on disposal/closure of operations	(11.8		)		0.1		(11.8		)	(11.1		)
Share of profit/(loss) of associates		1.4			(1.1	)		11.9			13.8
Interest income (Note 2)		17.7			24.1			34.4			44.6
Interest expense	(16.9		)	(21.4		)	(33.3		)	(41.7		)

Income before taxation		94.2			68.0		249.6			166.1
Taxation	(29.3		)	(19.5		)	(85.2		)	(60.0		)

Income after taxation		64.9			48.5		164.4			106.1
Equity minority interests		(0.3	)		(1.1	)		(6.7	)		(2.4	)

Net income ⁽ⁱ⁾		64.6			47.4		157.7			103.7


Net income per ordinary share ⁽ⁱ⁾	$	0.13		$	0.10		$	0.33		$	0.22


Average number of ordinary shares outstanding (in millions)	481.7			479.3			481.7			479.3

~~Form 20-F x Form 40-F~~ (i) A summary of the significant adjustments to net income that would be required if United States generally accepted accounting principles were to be applied instead of those generally accepted in the United Kingdom is set forth in Note 6 of Notes to Condensed Financial Statements.

~~(Indicate~~ ~~by check mark whether the registrant by~~CONSOLIDATED ~~furnishing~~ STATEMENT ~~the~~OF ~~information~~TOTAL ~~contained~~RECOGNIZED inGAINS ~~this~~AND ~~Form is also~~LOSSES ~~thereby furnishing the information to the Commission pursuant to Rule 12g3-2~~ (bunaudited) ~~under the Securities Exchange Act of 1934.)~~

Yes No x

	Three months ended June 30,				Six months ended June 30,

	2002		2001		2002	2001

			($ million)
Net income	64.6		47.4		157.7	103.7
Currency translation differences	(18.7	)	(0.9	)	3.2	(52.1	)

Total recognized gains and losses in the period	45.9		46.5		160.9	51.6
Prior year adjustment (Note 1)	—		—		21.4	—


Total recognized gains and losses since last annual report ⁽ⁱⁱ⁾	45.9		46.5		182.3	51.6

(Ifii) ~~“Yes”~~A isstatement ~~marked,~~of ~~indicate~~Comprehensive ~~below~~Income ~~the file~~under ~~number~~U.S. ~~assigned~~GAAP tois ~~the~~set ~~registrant~~forth in ~~connection~~Note ~~with Rule 12g3-2(b):82-~~ 6 of Notes to Condensed Financial Statements.)

~~Table of Contents~~ 2

[ WILLIS GROUP ~~LOGO]~~LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)

WILLIS GROUP HOLDINGS LTD

	June 30, 2002	December 31, 2001⁽ⁱ⁾As restated (Note 1)

	($ million)
ASSETS
Current assets
Cash and short-term deposits	1,336.7	968.2
Investments	485.1	478.7
Accounts receivable, net	8,626.3	7,776.3

	10,448.1	9,223.2


Fixed assets
Intangible assets – goodwill, net	109.0	44.7
Tangible assets, net	194.3	185.1
Investments	43.9	70.7

	347.2	300.5

Total assets	10,795.3	9,523.7


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	8,857.8	6,796.3
Corporate tax payable	158.0	108.5
Accruals and deferred income	172.7	161.2
Other current liabilities	192.4	1,134.7

	9,380.9	8,200.7

Noncurrent liabilities
Bank loans	242.6	348.0
9% Senior Subordinated Notes due 2009	432.1	436.4
Other noncurrent liabilities	55.6	52.5

	730.3	836.9

Provisions for liabilities and charges (Note 5)	138.2	140.1
Equity minority interests	23.9	15.5

Total liabilities and minority interests	10,273.3	9,193.2

Shareholders’ equity⁽ⁱⁱ⁾
Share capital	97.9	97.5
Share premium	221.7	202.6
Revaluation reserve	21.5	21.5
Retained earnings	180.9	8.9

	522.0	330.5

Total liabilities and shareholders’ equity	10,795.3	9,523.7

Notice of 2002 Annual General Meeting of Shareholders and Proxy Statement

(i)	The consolidated balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

(ii)	A summary of the significant adjustments to shareholders’ equity that would be required if United States generally accepted accounting principles were to be applied instead of those generally accepted in the United Kingdom is set forth in Note 6 of Notes to Condensed Financial Statements.

~~March 22, 2002~~ 3

WILLIS ~~To:~~ GROUP ~~Shareholders~~LIMITED ofAND ~~the~~SUBSIDIARIES CONDENSED CONSOLIDATED ~~Company~~STATEMENT OF CASH FLOWS (unaudited)

Dear Shareholder,

	Six months ended June 30,

	2002		2001

	($ million)
Net cash inflow from operating activities (Note 3)	449.0		371.1
Dividends from associates	2.5		3.3
Returns on investments and servicing of finance
Interest received	37.1		46.5
Interest paid	(33.5	)	(41.2	)
Bank fees on borrowings	(0.4	)	(0.5	)
Minority dividends paid	(1.6	)	(1.3	)

	1.6		3.5


Taxation	(39.5	)	(18.0	)
Capital expenditure and financial investment
Purchase of tangible fixed assets	(17.2	)	(12.8	)
Sale of tangible fixed assets	1.1		1.9
Sale of fixed asset investments	—		0.1

	(16.1	)	(10.8	)

Acquisitions and disposals
Purchase of subsidiaries	(11.2	)	(4.3	)
Sale of subsidiaries	—		1.3
Proceeds from sale of operations	—		3.5
Net cash transferred on purchase/sale of subsidiaries	30.0		1.5

	18.8		2.0

Equity dividends paid	—		(21.8	)

Cash flow before management of liquid resources and financing	416.3		329.3

Management of liquid resources	(276.8	)	(166.7	)
Financing
Amounts due to/from parent company	(46.9	)	(45.1	)
Debt due beyond a year:
Decrease in long-term borrowings	(110.4	)	(48.5	)

	(157.3	)	(93.6	)

(Decrease)/increase in cash	(17.8	)	69.0

The significant differences between the consolidated statement of cash flows presented above and that required under U.S. GAAP are described in Note 6 of Notes to Condensed Financial Statements.

~~You are invited to attend our annual general meeting of shareholders at 9:00 am on Friday May 3, 2002 in the Ballroom E at the Grand Hyatt New York, Park Avenue at Grand Central, New York, New York.~~ 4

In ~~addition to the matters described in the~~WILLIS ~~attached~~ GROUP ~~proxy~~LIMITED ~~statement,~~AND ~~I will report on our current~~SUBSIDIARIES ~~activities. You will have an opportunity to ask questions and to~~ NOTES ~~meet~~ TO ~~your~~UNAUDITED ~~directors~~CONDENSED ~~and~~FINANCIAL ~~executives.~~ STATEMENTS

Note ~~Your~~ 1 ~~representation~~– ~~and~~Basis ~~vote~~of preparation These condensed consolidated financial statements, which are ~~important~~unaudited, ~~and~~have been ~~your~~ prepared ~~shares~~in ~~should~~accordance bewith ~~voted~~U.K. ~~whether~~GAAP orand ~~not~~the ~~you~~accounting ~~plan~~policies todescribed in ~~come~~the to Company’s audited consolidated financial statements for the ~~annual~~year ended ~~meeting~~December 31, 2001. ~~Please~~In ~~complete,~~the ~~sign~~opinion of the Company’s management, ~~date~~all adjustments ~~and~~(consisting ~~return~~of ~~the~~normal recurring adjustments) considered necessary ~~enclosed~~ for ~~proxy~~a ~~card~~fair ~~promptly~~presentation have been included. Operating results for the six months ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.

I The ~~look~~Company ~~forward~~has changed its reporting currency to ~~seeing~~United ~~you~~States atdollars (US$) from pounds sterling as a greater proportion of the ~~meeting.~~Group’s total revenues are now earned in US$ than in other currencies. Prior year financial statements have been restated in US$.

~~Yours~~ The ~~sincerely~~adoption of U.K. Financial Reporting Standard No.19 (FRS19) ‘‘Deferred Taxation’’ with effect from January 1, ~~Joseph~~2002 Jhas required changes in the method of accounting for deferred tax assets and liabilities. ~~Plumeri~~As a result of this change in accounting policy, ~~Chairman~~the balance sheet at December 31, 2001 has been restated to increase both deferred tax assets (included within accounts receivable) and retained earnings by $21.4 million. The effect on the current and prior period statements of income was not material.

Note ~~This~~ 2 ~~document~~– isInterest ~~also~~income Substantially all ~~available~~the inGroup’s ~~pdf~~external ~~format~~borrowings have been advanced to the Company’s ~~(64k)~~ indirect parent company, Trinity Acquisition Limited. Interest receivable on the amounts advanced has been disclosed separately from interest receivable on other funds, which is included in operating revenues.

~~Willis~~Note ~~Group~~3 ~~Holdings~~– ~~Limited~~ Reconciliation of operating income to net cash inflow from operating activities

Cedar House

	Six months ended June 30,

	2002		2001

	($ million)
Operating income	248.4		160.5
Depreciation and amortization	19.6		18.8
Loss on sale of tangible fixed assets	0.5		0.3
Increase in receivables	(1,333.4	)	(1,137.4	)
Increase in payables	1,518.8		1,342.9
Net movement on provisions	(4.9	)	(14.0	)

Net cash inflow from operating activities	449.0		371.1


Reconciliation of net cash flow to movement in net funds
	Six months ended June 30,

	2002		2001

	($ million)
Net funds at beginning of period	1,548.7		1,008.8
Net cash flow	(17.8	)	69.0
Management of liquid resources	276.8		166.7
Financing	157.3		93.6
Currency exchange movements	114.2		(82.4	)

Net funds at end of period	2,079.2		1,255.7

~~41 Cedar Avenue~~ 5

WILLIS ~~Hamilton~~ GROUP HMLIMITED 12AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (continued)

~~Bermuda~~ Note 4 – Reconciliation of movements in shareholders’ equity

TABLE OF CONTENTS

	Six months ended June 30,

	2002	2001

	($ million)
Net income	157.7	103.7
Dividends	—	(11.6	)
Ordinary shares issued	19.5	—
Goodwill reinstated on disposals	11.1	11.2
Exchange adjustments	3.2	(52.1	)

Net increase in shareholders’ equity	191.5	51.2
Shareholders’ equity at beginning of period as previously stated	309.1	135.6
Prior year adjustment	21.4	25.1

Shareholders’ equity at beginning of period as restated	330.5	160.7

Shareholders’ equity at end of period	522.0	211.9

Notice of 2002 Annual General Meeting of Shareholders and Proxy Statement
General Information
Item 1
Adoption of the Financial Statements for the year ended December 31, 2001 and Auditors’ Report thereon
	Item 2
	Item 3
EXECUTIVE COMPENSATION
Notice of 2002 Annual General Meeting of Shareholders and Proxy Statement
	Appendix A
SIGNATURES

Note 5 – Provisions for liabilities and charges

~~Table~~ In common with many companies involved in selling personal pension plans in the U.K., the Company’s financial advisory business, Willis Corroon Financial Planning Limited (‘‘WCFP’’), is required by the Financial Services Authority (‘‘the Regulator’’), which regulates these matters, to review certain categories of ~~Contents~~personal pension plans sold to individuals between 1988 and 1994. WCFP is required to compensate those individuals who transferred from, opted out or did not join, their employer-sponsored pension plan if the expected benefits from their personal pension plan did not equal the benefits that would have been available from their employer-sponsored pension plan. Whether compensation is due to a particular individual, and the amount thereof, is dependent upon the subsequent performance of the personal pension plan sold and the net present value of the benefits that would have been available from the employer-sponsored pension plan calculated using financial and demographic assumptions prescribed by the Regulator.

~~Willis~~ At ~~Group~~June ~~Holdings~~30, ~~Ltd~~2002, the Company had a provision of $26.4 million relating to this issue. Although the Company considers these provisions to be prudent and expects to pay out these provisions over the next two years, there remains some uncertainty as to the ultimate exposure relating to the review.

~~Notice~~ At ofJune 30, 2002, ~~Annual~~the ~~General~~Company ~~Meeting~~had a provision of $25.6 million for discontinued operations that includes estimates for future costs of administering the ~~Shareholders~~run-off of the Company’s former U.K. underwriting operations. Willis Faber (Underwriting Management) Limited (‘‘WFUM’’), a wholly-owned subsidiary of the Company, provided underwriting agency and ~~Proxy~~other ~~Statement~~services to certain insurance companies including Sovereign Marine & General Insurance Company Limited (‘‘Sovereign’’) (in Scheme of Arrangement) (collectively, the ‘‘stamp companies’’) and in 1991 ceased arranging new business on behalf of the stamp companies. Willis Faber Limited has agreed with certain of the stamp companies to fund certain costs of the run-off, subject to agreed guidelines as to timing and amount. Although the Company expects the run-off to be conducted in an orderly manner, it may ultimately prove to be a lengthy and expensive process. The amounts to be funded under the run-off arrangements are currently within the aggregate of the provisions made.

~~Time:~~ The Company is subject to various actual and potential claims, lawsuits and proceedings relating principally to alleged errors and omissions in connection with the placement of insurance and reinsurance in the ordinary course of business. Some of those claims, lawsuits and proceedings seek damages in amounts which could, if assessed, be significant.

~~9:00 am Local Time.~~ 6

WILLIS ~~Date:~~ GROUP LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (continued)

~~May 3,~~Note ~~2002.~~ 5 – Provisions for liabilities and charges (continued)

~~Place:~~ The Company acted as broker, but not as underwriter, for the placement of both property and casualty insurance for a number of entities that were directly impacted by the September 11, 2001 destruction of the World Trade Center complex, including Silverstein Properties L.L.C., which acquired a 99-year leasehold interest in the twin towers and related facilities from the Port Authority of New York and New Jersey in July 2001. There are a number of lawsuits pending in the U.S. between the insured parties and the insurers. Although the Company is not a party to any of these lawsuits, other disputes may arise with respect to the destruction of the World Trade Center complex which could affect the Company.

~~Ballroom~~ The ECompany maintains insurance, subject to certain deductibles and self-insurance, against such claims, lawsuits and proceedings. The Company has also established provisions against these items which are believed to be adequate in the light of current information and legal advice, and the Company adjusts such provisions from time to time according to developments. On the basis of current information, the Company does not expect that the ultimate outcome of the actual or potential claims, lawsuits and proceedings to which the Company is subject, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

~~Grand~~Note ~~Hyatt~~6 ~~New~~– ~~York,~~ Differences between accounting principles generally accepted in the United Kingdom and the United States

~~Park~~ The ~~Avenue~~unaudited atcondensed ~~Grand~~consolidated ~~Central,~~financial statements are prepared in accordance with U.K. GAAP which differ in certain respects from U.S. GAAP. Summaries of the significant differences as they apply to the Company are set forth in Note 31 of Notes to the Company’s Consolidated Financial Statements for the year ended December 31, 2001.

~~New~~ The ~~York~~effect on net (loss)/income, ~~New~~comprehensive ~~York~~(loss)/income and shareholders’ equity of applying the significant differences between U.K. GAAP and U.S. GAAP described above is summarized as follows:

~~Purpose:~~ Net (loss)/income

• Adoption of the Financial Statements for the year ended December 31, 2001 and Auditors’ Report thereon. • Re-appointment of Deloitte & Touche as auditors until the close of the next Annual General Meeting of Shareholders and authorise the Board of Directors to fix the auditors remuneration. • Election of Directors until the close of the next Annual General Meeting of Shareholders.

	Three months ended June 30,				Six months ended June 30,

	2002		2001		2002		2001

			($ million)
Net income as reported in the consolidated statement of income	64.6		47.4		157.7		103.7
Adjustments
Operating expenses – performance options	(78.1	)	—		(96.0	)	—
Goodwill	1.8		(8.0	)	3.5		(16.0	)
Gain/(loss) on disposal/closure of operations	11.1		(0.1	)	11.1		11.1
Gain/(loss) on derivative instruments	1.2		(2.3	)	1.4		1.3
Pension costs	0.7		5.0		1.3		5.6
Interest on tax refund relating to prior acquisition	—		(2.3	)	—		(2.3	)
Taxation	(11.0	)	(0.3	)	(7.3	)	(2.2	)


Net (loss)/income as adjusted to accord with U.S. GAAP	(9.7	)	39.4		71.7		101.2

~~Only~~(i) ~~shareholders~~The reconciliation of ~~record~~net onincome ~~March 20, 2002~~from ~~may~~U.K. ~~vote~~to ~~at the meeting~~U.S. ~~This~~GAAP ~~statement~~has isbeen ~~being~~restated ~~mailed~~ to ~~shareholders~~ onreflect orthe ~~about~~implementation ~~March 22, 2002 with a copy~~ of ~~the Company’s 2001 Annual Report~~FRS19, ~~which~~as ~~includes~~described ~~financial statements~~in ~~for~~Note ~~the year ended December 31, 2001~~1. 7

~~Your~~ ~~vote is important. Please follow the~~WILLIS ~~instructions~~ GROUP onLIMITED ~~the~~AND ~~proxy card you receive. The proxy card~~SUBSIDIARIES ~~should~~ NOTES TO beUNAUDITED ~~returned~~CONDENSED inFINANCIAL ~~accordance~~STATEMENTS ~~with the instructions thereon.~~ (continued)

~~Michael~~Note P.6 ~~Chitty,~~ – Differences between accounting principles generally accepted in the United Kingdom and the United States (continued)

Secretary.

Comprehensive (loss)/income
	Three months ended June 30,				Six months ended June 30,

	2002		2001		2002	2001

			($ million)
Net (loss)/income as adjusted to accord with U.S. GAAP	(9.7	)	39.4		71.7	101.2
Other comprehensive income:
Foreign currency translation adjustments	(17.4	)	(4.9	)	4.0	15.1
Cumulative effect of accounting change	—		(0.1	)	—	7.5
Net gain/(loss) on derivative instruments	13.2		0.7		11.5	(3.5	)
Unrealized holding gain/(loss)	0.8		(0.4	)	0.3	—


Comprehensive (loss)/income	(13.1	)	34.7		87.5	120.3

~~March 22~~(i) The reconciliation of comprehensive income from U.K. to U.S. GAAP has been restated to reflect the implementation of FRS19, ~~2002~~as described in Note 1.

Willis Group Holdings Limited,

Shareholders’ equity
	June 30, 2002		December 31, 2001 As restated⁽ⁱ⁾

	($ million)
Shareholders’ equity as reported in the consolidated balance sheet	522.0		330.5
Adjustments
Intangible assets:
Goodwill – cost	1,318.8		1,318.8
Goodwill – amortization	(102.9	)	(106.4	)
Current assets:
Investments	1.8		1.3
Receivables – derivative instruments	27.3		18.0
Pension cost asset	22.5		17.4
Noncurrent assets:
Receivables – derivative instruments	17.4		14.5
Current liabilities:
Payables – derivative instruments	(0.6	)	(2.5	)
Noncurrent liabilities:
Other – pension costs liability	(42.2	)	(39.6	)
Other – payables – derivative instruments	(7.0	)	(10.9	)
Other – taxation	(31.1	)	(6.0	)
Provisions for liabilities and charges:
Deferred taxes	47.0		34.9


Shareholders’ equity as adjusted to accord with U.S. GAAP	1,773.0		1,570.0

~~Cedar~~(i) ~~House~~The reconciliation of shareholders’ equity from U.K. to U.S. GAAP has been restated to reflect the implementation of FRS19, as described in Note 1. 8

WILLIS 41 GROUP ~~Cedar~~LIMITED ~~Avenue,~~AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (continued)

~~Hamilton~~Note HM6 ~~12,~~ – Differences between accounting principles generally accepted in the United Kingdom and the United States (continued)

~~Bermuda~~The categories of cashflow activity under U. S. GAAP can be summarized as follows:

Consolidated statement of cash flows
	Six months ended June 30,

	2002		2001

	($ million)
Cash inflow from operating activities	202.6		166.2
Cash outflow from investing activities	(12.9	)	(10.4	)
Cash outflow from financing activities	(157.3	)	(115.4	)

Increase in cash and cash equivalents	32.4		40.4
Effect of foreign exchange rate changes	4.8		(6.5	)
Cash and cash equivalents at beginning of period	124.1		87.8

Cash and cash equivalents at end of period	161.3		121.7

~~General Information~~ 9

~~Who~~ WILLIS ~~may~~GROUP ~~vote~~ LIMITED AND SUBSIDIARIES OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Summary ~~Holders~~ Total revenues ofincreased ~~our~~by ~~common~~22% ~~shares,~~to as$411.0 ~~recorded~~million in ~~our share~~the ~~register~~second onquarter ~~March 20,~~of 2002, ~~may~~from $337.1 ~~vote~~million atin the ~~meeting~~second quarter of 2001. As Excluding the effects of ~~that~~foreign currency ~~date~~exchange rate movements, ~~there~~acquisitions ~~were~~and ~~147~~disposals,~~682,120~~ ~~shares~~total revenues were 18% higher in the second quarter of ~~common~~2002 ~~stock~~than in the corresponding quarter ~~outstanding~~ of ~~and~~2001. ~~entitled~~For the six months to ~~one~~June ~~vote~~30, ~~per~~2002, ~~share.~~total Arevenues ~~list~~were of$862.0 million, ~~shareholders~~ 21% ~~will~~higher bethan ~~available~~a ~~for~~year ~~inspection~~ago ~~for~~and at17% ~~least~~higher ~~ten~~on a constant currency basis excluding ~~days~~ acquisitions ~~prior~~and todisposals. The increase in revenues in both the ~~meeting~~second atquarter and ~~our~~the ~~offices~~six-month atperiod 7was ~~Hanover~~due, ~~Square~~in approximately equal measure, to both new ~~New~~ business ~~York,~~growth ~~New~~and ~~York~~the impact of higher premium rates prevailing in the market.

~~How~~ Operating income increased by $37.5 million (57%) to ~~vote~~$103.8 million in the second quarter of 2002 from $66.3 million in the second quarter of 2001. For the six months, operating income was $248.4 million, an increase of $87.9 million (55%) compared to the corresponding period in 2001.

~~You~~ Net ~~may~~income ~~vote~~increased inby ~~person~~$17.2 atmillion ~~the~~(36%) ~~meeting~~to or$64.6 ~~by proxy~~million ($0.13 Weper ~~recommend~~share) ~~that~~in ~~you~~the ~~vote~~second byquarter ~~proxy~~of ~~even~~2002 iffrom ~~you~~net ~~expect~~income toof $47.4 million ($0.10 per ~~attend~~share) in the ~~meeting~~second quarter of 2001. ~~You~~For ~~will~~the besix ~~able~~months, tonet ~~change~~income ~~your~~was ~~vote~~$157.7 atmillion ~~the meeting~~($0. 33 per share) compared with $103.7 million ($0.22 per share) a year ago.

Revenues ~~Please~~ Commissions and ~~refer~~fees toincreased ~~your~~by ~~proxy~~$74.3 ~~card~~million or(23%) to $393.2 million in the second quarter ~~information~~ of ~~forwarded~~2002 byfrom ~~your~~$318.9 ~~bank,~~million ~~broker~~in orthe ~~other~~second ~~holder~~quarter of ~~record~~ to2001. ~~see~~Interest ~~how~~income ~~you~~was relatively ~~should~~unchanged ~~complete~~at ~~your~~$17.8 ~~proxy~~million ~~card~~when ~~and deliver~~compared it to $18.2 million in the corresponding ~~Company~~period of 2001.

~~How~~ Global: ~~proxies~~Revenues ~~work~~generated by our Global business increased by $38.1 million (21%) to $215.9 million in the second quarter of 2002 from $177.8 million in the second quarter of 2001. Adjusting for the disposal of Willis National in July 2001, revenues increased by 17% in constant currency terms. Global’s specialty businesses, aerospace, marine and reinsurance, continued to benefit from a pronounced increase in the premium rates prevailing in these markets and from new business successes.

~~The~~ North ~~Company’s~~America: ~~Board~~Revenues ofgenerated ~~Directors~~by isour ~~asking~~North America business ~~for~~increased ~~your~~by ~~proxy~~$20.6 ~~Giving~~million us(17%) ~~your~~to ~~proxy~~$139.7 ~~means~~million ~~you~~in ~~authorize~~the ussecond ~~to vote~~quarter ~~your~~of ~~shares~~2002 atfrom $119.1 million in the ~~meeting,~~second orquarter atof ~~any~~2001. ~~adjournment~~Adjusting ~~thereof, in~~for the ~~manner~~acquisition ~~you~~of ~~direct~~Richard N. ~~You~~Goldman ~~may~~& ~~vote~~Co., ~~for~~effective orDecember ~~against~~31, ~~the proposals~~2001, orrevenues ~~abstain~~increased ~~from voting~~by 15%. ~~You~~The ~~may~~U.S. ~~also~~middle ~~vote~~market ~~for~~experienced ~~all, some,~~significant orpremium ~~none~~rate ofincreases ~~the~~across ~~directors~~all ~~seeking election~~lines.

If International: ~~you~~Revenues ~~sign~~generated ~~and~~by ~~return~~our International business increased by $15.2 million (38%) to $55.4 million in the ~~enclosed~~second ~~proxy~~quarter ~~card~~of 2002 from $40.2 million in the second quarter of 2001. Adjusting for the effect on revenues of an additional 22% investment in Jaspers Wuppesahl, which resulted in an ~~but~~accounting dochange ~~not~~from ~~specify~~the ~~how~~equity method to ~~vote~~full consolidation, weInternational ~~will~~revenues ~~vote~~increased ~~your~~by ~~shares~~26% in ~~favor~~ ofconstant ~~all~~currency ~~items~~terms toled beby ~~voted~~good onperformance in Continental Europe, Eastern Hemisphere (especially Australia) and Latin America.

Expenses As Operating expenses ofincreased ~~the~~by ~~date~~$36.4 ~~hereof,~~million we(13%) doto ~~not~~$307.2 ~~know~~million offrom ~~any~~$270.8 million ~~other~~ in ~~business~~the ~~that~~second ~~will~~quarter beof ~~presented~~2001. atExcluding the ~~meeting.~~effect Ifof ~~other business~~foreign ~~shall~~currency ~~properly~~exchange rate ~~come~~movements ~~before~~and the ~~meeting~~effect orof ~~any~~acquisitions and disposals, operating expenses ~~adjournment~~ grew orby ~~postponement~~7% ~~thereof,~~in the ~~person~~second orquarter ~~persons~~of ~~named~~2002 compared with the second quarter of in 2001. Much of the ~~proxy~~increase ~~will~~related ~~vote~~to ~~according~~increased incentive compensation due to positive ~~their~~results ~~best~~and ~~judgment~~the impact of hiring production and sales executives. For the six months, operating expenses were 11% higher than a year ago but 8% higher on a constant currency basis adjusting for acquisitions and disposals.

~~Solicitation~~ 10

In ~~addition to this mailing, our employees may~~WILLIS ~~solicit~~ GROUP ~~proxies~~LIMITED ~~personally,~~AND ~~electronically or by telephone. We~~SUBSIDIARIES ~~pay the costs of soliciting this proxy. We also reimburse~~ OPERATING ~~brokers~~ AND ~~and~~FINANCIAL ~~other~~REVIEW ~~nominees~~AND ~~for~~PROSPECTS ~~their expenses in sending these materials to you and getting your voting instructions.~~ (continued)

Loss ~~Revoking~~ on disposal of operations During the three months ended June 30, 2002, the Company disposed of Willis Safety Solutions. The loss on disposal amounted to $11.8 million which includes a ~~proxy~~non-cash charge of $11.1 million, representing the write-off of goodwill previously eliminated against reserves. In the first quarter of 2001, the Company disposed of the PENCO programs division recording a non-cash charge for goodwill of $11.1 million.

Associates ~~You~~ Our share ~~may~~of ~~revoke~~income ~~your~~before ~~proxy~~taxation ~~before~~from itour isassociates ~~voted~~was bya profit of $1.4 million ~~submitting~~ in the second quarter of 2002 and a ~~new~~profit ~~proxy~~of $11.9 million in the six months, compared with a ~~later~~loss ~~date;~~of by$1.1 ~~voting~~million inand ~~person~~a atprofit of $13.8 million, respectively, for the ~~meeting;~~corresponding orperiods byof ~~notifying~~2001. ~~the~~From ~~Company’s~~January ~~Corporate~~1, 2002, Jaspers Wuppesahl, ~~Secretary~~ which had previously been an associate, became a subsidiary.

Interest ~~Quorum~~ Interest income of $17.7 million in the second quarter of 2002 was $6.4 million lower than in the second quarter of 2001, reflecting lower principal amounts outstanding on loans advanced to our indirect parent company, Trinity Acquisition Limited.

In Interest ~~order~~expense toof ~~carry~~$16.9 onmillion in the ~~business~~second quarter of ~~the~~2002 ~~meeting, we~~was ~~must~~$4.5 ~~have~~million alower ~~quorum.~~than ~~This~~in ~~means,~~the ~~under~~second ~~our~~quarter ~~bye-laws~~of 2001, reflecting lower principal ~~shareholders~~amounts ~~representing~~of atdebt ~~least~~outstanding ~~50%~~following the early repayment of ~~our~~debt. ~~issued~~Interest ~~and outstanding~~expense ~~shares~~represents ofinterest ~~common~~payable ~~stock~~on ~~present~~long-term indebt ~~person~~consisting orof bythe ~~proxy~~ senior credit facilities and ~~entitled~~the to9% ~~vote~~senior ~~constitute~~subordinated anotes ~~quorum~~due 2009.

Minority ~~Votes~~ interests Minority interests ~~needed~~for the six months ended June 2002 were $6.7 million compared with $2.4 million for the corresponding period of 2001. The increase was largely due to the consolidation of Jaspers Wuppesahl (in which we now own a 67% interest) as a subsidiary from January 1, 2002.

Income ~~All~~ taxes The tax ~~matters~~charge tofor ~~be acted on at~~ the ~~meeting~~six ~~require the~~months ~~affirmative~~ended ~~vote~~June of2002 aamounted ~~simple~~to ~~majority~~$85.2 ofmillion. Excluding the ~~votes~~loss ~~cast~~on atdisposal ~~a meeting~~(including atgoodwill ~~which~~written aoff) ~~quorum~~of ~~is present~~$11.8 Amillion, ~~broker~~the effective ~~non-vote~~tax israte ~~a proxy~~was ~~submitted~~33%. byFor athe ~~broker~~corresponding inperiod ~~which~~of 2001, the ~~broker~~tax ~~fails~~charge of to$60.0 ~~vote~~million ~~on behalf~~included of a ~~client~~U.S. ontax arefund ~~particular~~in ~~matter~~respect ~~for~~of ~~lack~~prior years of $2.4 ~~instruction~~ million. ~~when~~Excluding ~~such~~this ~~instruction~~refund isand ~~required~~the bygoodwill ~~the~~write ~~New~~off ~~York Stock~~on ~~Exchange.~~the ~~Broker~~PENCO ~~nonvotes~~disposal for ~~will~~which beno ~~counted~~tax ~~for~~relief ~~purposes~~was ~~of determining~~available, the ~~presence~~effective oftax arate ~~quorum~~ for the ~~transaction~~six ofmonths ~~business~~ of 2001 was 35%.

4 Liquidity and capital resources Net cash inflow from operating activities increased by $77.9 million to $449.0 million in the six months from $371.1 million in the corresponding period of 2001. This increase was due primarily to the improved operating results.

~~Table~~ On January 1, 2002, the Company acquired a further 22% interest, in addition to the 45% already owned, in Jaspers Wuppesahl, Germany’s third largest insurance broker. Accordingly, Jaspers Wuppesahl (since renamed Willis GmbH & Co. K.G.) has been accounted for as a subsidiary from the date of ~~Contents~~acquisition. The aggregate purchase price was $14.3 million, of which $5.3 million was deferred to 2003.

~~Item 1~~ During the six months ended June 2002, we repaid $105.4 million of our term loans ahead of the repayment schedule. $5.0 million of 9% Senior Subordinated Notes have also been redeemed in this period.

~~Adoption~~ We ofexpect ~~the~~that ~~Financial~~internally ~~Statements~~generated ~~for~~funds ~~the year~~will ~~ended~~be ~~December~~sufficient 31to meet our foreseeable operating cash requirements, ~~2001~~capital expenditures and scheduled debt repayments, the next of which is not due until 2005. In addition, we have an undrawn $150.0 million revolving credit facility.

Differences between U.K. GAAP and ~~Auditors’~~U.S. ~~Report~~GAAP Net income ~~thereon~~for the second quarter of 2002 of $64.6 million and for the six months of $157.7 million under U.K. GAAP, compare with net (loss)/income of $(9.7) million and $71.7 million, respectively under U.S. GAAP.

We are required under Bermuda law to present for adoption at our Annual General Meeting of Shareholders the Company’s financial statements for the preceding financial year together with the auditors’ report thereon. 11

~~The~~ ~~Company’s financial statements and~~WILLIS ~~auditors’~~ GROUP ~~report~~LIMITED ~~for~~AND ~~the year ending December 31, 2001~~SUBSIDIARIES ~~were mailed to shareholders with this proxy statement. The~~ OPERATING ~~financial~~ AND ~~statements~~FINANCIAL ~~also~~REVIEW ~~include~~AND aPROSPECTS ~~report on the Company’s activities.~~ (continued)

In ~~Your~~ the ~~Board~~third ~~recommends~~quarter ~~you~~of ~~vote~~2001, ~~FOR~~management ~~this~~of ~~item~~Willis Group Holdings Limited determined that it was probable that the outstanding performance-based stock options would be earned and become exercisable in full. Accordingly, further compensation expense of $96.0 million was recognised in the six months ended June 30, 2002, mainly as a result of an increase in the quarter-end stock price to $32.91. The total charge to-date represents approximately 76% of the ultimate charge (assuming an unchanged stock price) that will be recognized over the remaining vesting period to the end of 2004.

5 For the purpose of reconciliation to U.S. GAAP, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), effective from January 1, 2002. In accordance with SFAS 142, the Company no longer amortizes goodwill and intangible assets but rather tests such assets at least annually for impairment. No impairment charges resulted from the implementation of SFAS 142. Amortization of goodwill in the six months ended June 30, 2001 amounted to $18.0 million.

~~Table~~ Other differences arise principally from the differing accounting treatment for goodwill, forward foreign exchange contracts in respect of ~~Contents~~future income, pensions and related deferred taxation. Details of the reconciling differences are given in Note 31 of the Company’s audited consolidated financial statements for the year ended December 31, 2001.

Forward ~~Item~~ looking 2information This quarterly statement contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors such as general economic conditions in different countries around the world, changes in premium rates, the competitive environment and the actual cost of resolution of contingent liabilities. Further information concerning the Company and its business, including factors that potentially could materially affect the Company’s financial results are contained in the Company’s filings with the Securities and Exchange Commission.

~~Reappointment of Deloitte & Touche~~ 12

WILLIS as GROUP ~~Independent~~LIMITED ~~Auditors~~AND SUBSIDIARIES SIGNATURES

~~The~~ ~~Company’s~~Pursuant ~~Board of Directors, upon the recommendation of its Audit Committee, selected Deloitte & Touche, independent auditors,~~ to ~~audit the~~ ~~financial~~ the ~~statements~~requirements of the ~~Company~~Securities ~~for~~Exchange ~~the~~Act ~~fiscal~~of ~~year ending December 31~~1934, ~~2002. Deloitte & Touche acted~~ as ~~the Company’s~~amended, ~~independent auditors for~~ the ~~year ended~~registrant ~~December 31,~~ has ~~2001.~~duly ~~Representatives~~caused ofthis ~~Deloitte & Touche~~report ~~will attend the meeting, will have an opportunity~~ to ~~make a~~be ~~statement~~signed ifon ~~desiring~~its tobehalf doby sothe ~~and~~undersigned, ~~will be available to answer~~thereunto ~~any~~ duly ~~pertinent questions~~authorized.

AWILLIS ~~simple~~GROUP ~~majority~~LIMITED ofBy: ~~the~~/S/ ~~Company’s~~THOMAS ~~shares~~COLRAINE ~~of common~~Name: ~~stock~~Thomas ~~present~~Colraine orTitle: ~~represented~~Group ~~and~~Chief ~~entitled~~Financial to vote at the meeting is required to ratify the appointment of Deloitte & Touche and refer the issue of the auditors’ remuneration for the 2002 audit to the Board of Directors. Unless otherwise directed in the proxy, the persons named in the proxy will vote FOR the reappointment of Deloitte & Touche. Officer

~~Your~~Date: ~~Board~~August ~~recommends~~14, ~~you vote FOR this proposal.~~ 2002

~~Audit Fees~~ 13

The aggregate fees for professional services rendered by Deloitte & Touche and their respective affiliates (collectively “Deloitte”) for the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2001 and for the reviews of the financial statements included in the Company’s Quarterly Reports for that fiscal year were approximately $1,532,000.

Initial and secondary public offerings

The aggregate fees for professional services rendered by Deloitte for services relating to the Company’s initial and secondary public offerings in the fiscal year ended December 31, 2001 were approximately $2,878,000.

All other fees

The aggregate fees for services rendered by Deloitte to the Company, other than the services described above under “Audit Fees” and “Initial and Secondary Public Offerings” for the fiscal year ended December 31, 2001 were approximately $994,000. This includes approximately $594,000 for tax advisory services and $202,000 for regulatory consulting services in respect of the pension review activities of a subsidiary in the United Kingdom.

Audit Committee Report

The primary function of the Audit Committee is to assist the Board of Directors in its oversight of the Company’s financial reporting process. The Committee operates pursuant to a Charter, a copy of which is attached to this Proxy Statement as Appendix A. Executive management is responsible for the Company’s financial statements and overall reporting process, including the system of internal controls. The independent auditors are responsible for conducting annual audits and quarterly reviews of the Company’s financial statements and expressing an opinion as to the conformity of the annual financial statements with generally accepted accounting principles.

In the performance of its oversight function, the Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2001 with management and the independent auditors. The Committee has also discussed with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, Communication with Audit Committees. Finally, the Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, has considered whether the provision of non-audit services by the independent auditors to the Company is compatible with maintaining the auditors’ independence and has discussed with the auditors the auditors’ independence.

It is not the duty or responsibility of the Committee to conduct auditing or accounting reviews or procedures. In performing their oversight responsibility, members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee’s considerations and discussions do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the financial statements are presented in accordance with generally accepted accounting principles.

Based upon the review discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Audit Committee Charter, the Committee recommended to the Board that Deloitte & Touche be retained to audit the financial statements of the Company for the fiscal year ending December 31, 2002 and that the audited financial statements referred to above be submitted for approval by shareholders and included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2001 to be filed with the Securities and Exchange Commission.

Item 3

Election of Directors

Under the Company’s bye-laws, directors hold office only until the next following Annual General Meeting of Shareholders unless they are earlier removed or resign. All the Company’s directors were appointed directors at the Annual General Meeting held on February 8, 2001.

Your Board recommends you vote FOR each of the following:

James R. Fisher+ Mr. Fisher, age 46, is the managing member and majority owner of Fisher Capital Corp. L.L.C. From 1986 through March 1997, Mr. Fisher was a senior executive at American Re Corporation and served most recently as Senior Vice President and Chief Financial Officer of American Re-Insurance Company and American Re Corporation, President of American Re Financial Products and President and Chief Executive Officer of American Re Asset Management. Before joining American Re, Mr. Fisher was a Senior Accountant at Peat, Marwick, Mitchell & Co., Chief Financial Officer of The Lawrence Corporation and Senior Manager/Director of Insurance Industry Services at Price Waterhouse. Mr. Fisher is also Chairman and Chief Executive Officer of BRW Acquisition, Inc. and a member of the board of directors and Chairman of the audit committee of Alea Group Holdings, A.G.

Todd A. Fisher*+# Mr. Fisher, age 36, has been a member of KKR & Co. L.L.C. since January 1, 2001. Mr. Fisher was an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) from June 1993 to December 31, 2000. Mr. Fisher was an associate at Goldman Sachs & Co. from July 1992 to June 1993. He is also a member of the board of directors of Accuride Corporation, Layne Christensen Company, BRW Acquisition, Inc., Alea Group Holdings A.G. and Rockwood Specialties, Inc.

Perry Golkin*+# Mr. Golkin, age 48, has been a member of KKR & Co. L.L.C. since January 1, 1996. Mr. Golkin was a general partner of KKR from 1995 to January 1996. Prior to 1995, he was an executive of KKR. He is a general partner of KKR Associates, L.P. He is also a member of the board of directors of BRW Acquisition, Inc., PRIMEDIA, Inc., Alea Group Holdings A.G., Rockwood Specialties, Inc. and Walter Industries, Inc.

Paul M. Hazen+# Mr. Hazen, age 60, joined Wells Fargo in 1970 and was named Chairman on November 2, 1998 and retired in 2001. Mr. Hazen served as Chairman and Chief Executive Officer from January 1, 1995 to November 2, 1998, President and Chief Operating Officer from 1984 to 1995 and Vice Chairman from 1981 to 1984. Mr. Hazen is also a director of Safeway Inc., Phelps Dodge Corporation, E.piphany Inc., Xstrata AG and is Chairman of Accel-KKR Company, Sr. Advisor to KKR, Deputy Chairman and a director of Vodafone plc and is President of Intermountain Center for Human Development.

Henry R. Kravis Mr. Kravis, age 58, is a founding partner of KKR and, since January 1, 1996, has been a managing member of KKR & Co. L.L.C., the limited liability company which is the general partner of KKR. Mr. Kravis is also a general partner of KKR Associates, L.P. and a director of Accuride Corporation, Amphenol Corporation, Borden, Inc., The Boyds Collection, Ltd., BRW Acquisition, Inc., Evenflo Company, Inc., IDEX Corporation, KinderCare Learning Centers, Inc., KSL Recreation Corporation, MedCath Incorporated, Owens-Illinois, Inc., PRIMEDIA, Inc., Sotheby’s Holdings, Inc., Spalding Holdings Corporation, U.S. Natural Resources, Inc., Accel-KKR Company, Alliance Imaging, Inc., Birch Telecom Inc., United Fixtures Company and Worldcrest Group.

Scott C. Nuttall+# Mr. Nuttall, age 29, has been an executive of KKR since November 1996. Mr. Nuttall was an executive at The Blackstone Group from January 1995 to November 1996. He is also a member of the board of directors of Alea Group Holdings (Bermuda) Ltd., Amphenol Corporation, BRW Acquisition, Inc., KinderCare Learning Centers and Walter Industries, Inc.

Joseph J. Plumeri* Mr. Plumeri, age 58, is our Chairman. Before joining the Group, Mr. Plumeri spent 32 years as an executive with Citigroup Inc. and its predecessors. Of note, Mr. Plumeri oversaw the 450 North American retail branches of Citigroup’s Citibank unit. Mr. Plumeri also served as Chairman and Chief Executive Officer of Citigroup’s Primerica Financial Services from 1995 to 1999. In 1994, Mr. Plumeri was appointed Vice Chairman of Citigroup’s predecessor, Travelers Group Inc., and in 1993 Mr. Plumeri became the President of a predecessor of Citigroup’s Salomon Smith Barney unit after overseeing the merger of Smith Barney and Shearson and serving as the President and Managing Partner of Shearson since 1990. Mr. Plumeri also serves as a director of Velcero, Inc. He is also a board member and advisor to many organizations, including The Board of Visitors of the College of William & Mary, The United Negro College Fund, The National Center on Addiction and Substance Abuse. He is also a commissioner of the New Jersey Sports and Exposition Authority.

George R. Roberts Mr. Roberts, age 58, is a founding partner of KKR, and, since January 1, 1996, has been a managing member of KKR & Co. L.L.C. Mr. Roberts is also a general partner of KKR Associates, L.P. and a director of Accuride Corporation, Amphenol Corporation, Borden, Inc., The Boyds Collection, Ltd., DPL Inc. (The Dayton Power & Light Co.), Evenflo Company, Inc., IDEX Corporation, KinderCare Learning Centers, Inc., KSL Recreation Corporation, Owens-Illinois, Inc., PRIMEDIA, Inc., Safeway Inc., Spalding Holdings Corporation, U.S. Natural Resources, Inc, Accel-KKR Company, Alliance Imaging, Inc., Birch Telecom Inc., United Fixtures Company and Worldcrest Group.

* Member of the Executive Committee.

+ Member of the Board Audit Committee.

# Member of the Compensation Committee.

Directors’ compensation

The directors, other than Mr. Plumeri, do not receive additional compensation for service in those capacities, other than customary directors’ fees which for the Company is currently $40,000 per annum. These directors are entitled to defer receipt of those fees under the directors’ deferred compensation plan described below. Mr. Plumeri receives no specific compensation for his services as a director or member of any committee of the Board of Directors.

Under the Company’s directors’ deferred compensation plan, non-employee directors may elect to defer all or any portion of their fees to be earned in any given calendar year into (a) a cash account, in which the deferred fees earn interest at a rate equal to that which the Company earns or could earn on an equal amount of money deposited with its principal lender, or (b) a stock account, which the Company credits with a number of shares equal to the amount of the fees deferred into the stock account divided by the 10-day average sales price of the Company’s shares with respect to the date the director defers his or her fees. A director shall only receive a distribution of his or her cash account (in cash) and stock account (in the Company’s shares of common stock), upon the earlier to occur of (a) a change of control of the Company, (b) the first business day of the calendar year following the date the director retires, resigns or otherwise separates from service as a director and (c) the termination of the plan by the Board of Directors. As of March 8, 2002 there were 500,000 shares available for distribution into stock accounts under this plan of which 6,896 shares have been credited in aggregate to directors’ stock accounts.

In connection with Mr. P. M. Hazen becoming a non-employee member of the Board of Directors, he purchased 37,037 of the Company’s shares of common stock at the initial public offering price of $13.50 per share and was granted on June 11, 2001, under the Amended and Restated 1998 Share Purchase and Option Plan, an option to purchase 111,111 shares at $13.50 per share. The options are exercisable from June 2003 until June 2011.

Board Committees and Meetings

The Executive Committee has all the powers of the Board, when it is not in session, in the management of the business and affairs of the Company except as otherwise provided in resolutions of the Board and under applicable law.

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to (a) the annual financial information to be provided to shareholders and the Securities and Exchange Commission; (b) the system of internal controls that management has established; and (c) the internal and external audit process. In addition, the Audit Committee provides an avenue for communication between internal audit, the independent auditors, management and the Board.

The Compensation Committee determines the compensation of the Company’s Chairman, and other senior executives. In addition, the Compensation Committee administers the Company’s stock-based award plans.

The Board held six meetings during 2001.

Chairman’s Employment Agreement

On October 15, 2000, the Company entered into a five-year employment agreement with Mr. J. J. Plumeri, pursuant to which Mr. Plumeri receives an annual $1,000,000 base salary, subject to annual review, plus additional bonus amounts provided for therein. The agreement also contains certain non-compete covenants. In respect of 2001, Mr. Plumeri received a base salary of $1,000,000, plus a contractually guaranteed bonus of $1,000,000.

Mr. Plumeri was awarded an additional $1,000,000 discretionary bonus determined by the Board of Directors for extraordinary performance, less $244,000 of corporate costs relating to the Company’s private airplane and other travel, lodging and business entertainment expenses for which Mr. Plumeri wished to be personally responsible as an example of corporate cost consciousness to other officers and employees of the Company. Out of the $756,000 discretionary bonus payable, Mr. Plumeri elected to purchase 6,194 restricted stock units for $166,250, which the Company matched with an additional 1,548 units, all in accordance with the terms of the Company’s Bonus for Stock Plan applicable to other officers and employees of the Company.

The agreement’s term ends upon the earlier of October 15, 2005 or the giving by either party of 90 days’ prior written notice. In general, upon Mr. Plumeri’s termination of employment without cause or by Mr. Plumeri’s resignation with good reason (which terms are defined in the agreement), including a resignation by Mr. Plumeri following a change of control (as defined in the agreement), he will receive payments and benefits based on formulae, which in no case exceeds an amount equal to the sum of three times annual base salary, bonus and benefits due to him.

Further, if any payment or benefit payable to Mr. Plumeri after a change in ownership or control would be considered to be an excess parachute payment subject to a federal excise tax, then Mr. Plumeri will be paid an additional payment or benefit to gross up the amount of the excise tax.

Following his retirement (or any termination of Mr. Plumeri’s employment) at normal retirement age 65, he will be eligible to receive a retirement benefit for the rest of his life generally equal to 5.3% of his base salary. Eligible compensation for pension purposes is limited by the Internal Revenue Service. The United States Willis Pension Plan does not consider bonuses as eligible compensation.

Security Ownership

The following table reflects the number of shares of stock beneficially owned by persons known to the Company to own more than 5% of its outstanding shares:

Name and Address		Percentage of Stock
		Outstanding
	Amount Beneficially Owned	at December 31, 2001
KKR 1996 Overseas, Limited,(1)	77,750,683	52.7%
Ugland House,
PO Box 309,
Georgetown,
Grand Cayman,
Cayman Islands,
B.W.I.

(1) Shares are owned of record by Profit Sharing (Overseas), Limited Partnership.

Security Ownership of Management

The amounts and percentages of our shares beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission (“SEC”) governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of that security, or investment power, which includes the power to dispose of or to direct the disposition of that security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or restricted shares held by that person that are currently exercisable or exercisable within 60 days of the date of this offering are deemed issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage beneficial ownership of any other person. The percentage of our share capital is based on 147,635,170 shares of common stock outstanding on March 8, 2002.

	Number of Shares	Percent Beneficially
Name	Beneficially Owned	Owned
KKR 1996 Overseas, Limited(1)	77,750,683		52.7%
Henry R. Kravis(1)	77,750,683		52.7%
George R. Roberts(1)	77,750,683		52.7%
Perry Golkin(1)	77,784,683		52.7%
Todd A. Fisher(1)	77,758,683		52.7%
Scott C. Nuttall(1)	77,753,683		52.7%
James R. Fisher(2)	598,078		0.4%
Paul M. Hazen	37,037		*
Joseph J. Plumeri	2,854,251		1.9%
Frederick Arnold	105,176		*
William P. Bowden, Jr	19,886		*
Richard J.S. Bucknall	310,000		*
Thomas Colraine	189,100		*
Janet Coolick	13,731		*
Brian D. Johnson	250,000		*
Patrick Lucas	50,000		*
Stephen G. Maycock	96,036		*
Joseph M. McSweeny	192,871		*
Grahame J. Millwater	85,040		*
John M. Pelly	305,000		*
James A. Ratcliffe	51,360		*
Sarah J. Turvill	77,000		*
Mario Vitale	145,000		*
All our directors and executive officers (22 persons)(3)	4,918,549		2.2%

* Less than 1%.

(1) Shares shown as beneficially owned by KKR 1996 Overseas, Limited are owned of record by Profit Sharing (Overseas), Limited Partnership. KKR 1996 Overseas, Limited is the general partner of KKR Associates II (1996), Limited Partnership, which is the general partner of KKR 1996 Fund (Overseas), Limited Partnership, which is the general partner of Profit Sharing (Overseas), Limited Partnership, which owns approximately 52.7% of the Company’s issued and outstanding shares. Messrs. Henry R. Kravis, George R. Roberts, Robert I. McDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Edward A. Gilhuly, Perry Golkin, Scott M. Stuart and Todd A. Fisher as members of KKR 1996 Overseas, Limited, may be deemed to share beneficial ownership of any shares beneficially owned by KKR 1996 Overseas, Limited but disclaim such beneficial ownership. Scott C. Nuttall is a director and an executive of Kohlberg Kravis Roberts & Co. L.P. Mr. Nuttall is also a limited partner of KKR Associates II (1996), Limited Partnership. Mr. Nuttall disclaims beneficial ownership of any of the Company’s shares beneficially owned by Kohlberg Kravis Roberts & Co. L.P. and KKR Associates II (1996), Limited Partnership. The amounts owned by Messrs. Golkin, Fisher and Nuttall include 34,000, 8,000 and 3,000 shares respectively.

(2) James R. Fisher owns 28,500 of the Company’s shares of common stock. Fisher Capital Corp. L.L.C., is the beneficial owner of 505,657 of the Company’s shares, which include currently exercisable options to purchase 422,501 shares. Mr. Fisher, as the managing member and majority owner of Fisher Capital Corp. L.L.C., may be deemed to share ownership of any shares beneficially owned by Fisher Capital Corp. L.L.C. but disclaims such beneficial ownership. James R. Fisher has an interest in 63,921 of the Company’s shares as an investor through KKR Partners (International) Limited Partnership. Mr. Fisher may be deemed to share beneficial ownership of any shares beneficially owned by KKR Partners (International) Limited Partnership but disclaims such beneficial ownership.

(3) This includes 119,119 shares held in trust on behalf of the Company’s executive officers subject to vesting. These shares were issued in connection with the cancellation of unvested incentive awards owned by such executive officers prior to the acquisition of a predecessor company in 1998.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth cash and other compensation paid or accrued for services rendered in 2001 to the Chairman and each of the other four most highly compensated executive officers of the Company.

							Restricted
					Other Annual		Stock		Securities		LTIP		All Other
			Bonus		Compensation		Awards		Underlying		Payouts		Compensation
Name	Salary ($)		($)(1)		($)		($)		Options (#)		($)		($)
J. J. Plumeri		1,000,000		1,589,750		—		—		5,164,222		—		11,780
R. J. S. Bucknall		504,140		725,778		—		—		587,893		—		90,241
T. Colraine		342,090		513,409		—		—		407,049		—		58,012
J. M. Pelly		342,724		793,698		—		—		485,393		—		56,191
M. Vitale		500,000		600,000		—		—		250,000		—		8,276

(1) The bonus figures above exclude the eligible amount used to receive an award under the Company’s Bonus and Stock Plan, which is a sub-plan of the Company’s 2001 Share Purchase and Option Plan. The Bonus and Stock Plan provides for awards of restricted stock units (the “Award”) which is, except for a UK employee, simply a promise by the Company to deliver on the third anniversary of the Award, subject to being in the Company’s employment, shares of common stock of the Company equal to the Award. For a UK employee the Award takes the form of a zero cost option. The Award is determined in accordance with a formula based on the eligible bonus and the Company’s share price at the time of the Award. Further, the Company matches the Award with an additional award of restricted stock units equal to 25% of the Award.

In respect of the year 2001, the eligible bonus of the executives, who participated in the Bonus and Stock Plan, used for the Award and the Award, which includes the matching element, are Mr. Plumeri $166,250 and 7,742 restricted stock units; and Mr. Colraine $119,134 and 5,547 restricted stock units.

Share Option Grants in 2001

The following table sets forth certain information concerning share options granted during 2001 to the five most highly compensated executive officers of the Company.

									Potential
									Realized Value
									at Assumed
									Annual Rates
									of Stock Price
			% of						Appreciation
			Total						for Option
			Options						Term
	No. of		Granted
	Options		to		Exercise		Expiration
Name	Granted		Employees		Price		Date		5%		10%
J. J. Plumeri		—		—		—		—		—		—
R. J. S. Bucknall		393		0.02	$	13.50		07.31.04	$	836	$	1,756
T. Colraine		393		0.02	$	13.50		07.31.04	$	836	$	1,756
J. M. Pelly		393		0.02	$	13.50		07.31.04	$	836	$	1,756
M. Vitale		—		—		—		—		—		—

(1) The above options were granted under the Company’s UK Sharesave Plan at the time of the initial public offering of the Company’s shares in June 2001. The option exercise price was fixed at £9.85 being the pound sterling equivalent of our initial public offering price of $13.50.

(2) The dollar amounts are the result of calculations at the 5% and 10% growth rates set by the SEC; the rates are not intended to be a forecast of future stock price appreciation. A zero percent stock price growth rate will result in a zero gain for all optionees.

Aggregated Share Option Exercises in 2001 and Share Option Value at December 31, 2001

The following table shows the share options exercised during 2001 by the five most highly compensated executive officers of the Company and the number and value of specified unexercised options at December 31, 2001. The value of unexercised in-the-money share options at December 31, 2001 shown below is presented pursuant to SEC rules and, with respect to the Company’s shares, is based on the December 31, 2001 closing price on the New York Stock Exchange of $23.55 per share. The actual amount, if any, realized upon exercise of share options will depend upon the market price of the shares relative to the exercise price per share at the time the stock option is exercised. There is no assurance that the values of unexercised in-the-money share options reflected in this table will be realized.

					Number of
					Securities
					Underlying
					Unexercised Options				Value of Unexercised
					at December 31,				In-the-Money Options at
	Shares				2001 $				December 31, 2001 $
	Acquired		Value
	on		Realized		Exer-		Unexer-		Exer-		Unexer-
Name	Exercise		$		cisable		cisable		cisable		cisable
J. J. Plumeri		—		—		1,032,844		4,131,378		21,326,163		85,304,693
R. J. S. Bucknall		14,755		45,317		117,500		470,393		2,426,140		9,708,201
T. Colraine		24,380		75,742		80,000		327,049		1,651,840		6,767,735
J. M. Pelly		40,000		—		55,000		430,393		1,135,640		8,882,281
M. Vitale		—		—		50,000		200,000		1,032,400		4,129,600

RETIREMENT PLANS

United States Retirement Program

The Group maintains a United States Retirement Program, the Willis North America Inc. Pension Plan, a qualified defined benefit plan.

The following table shows the estimated annual straight-life annuity benefit payable from the Plan to employees with the specified Maximum Average Salary (average salary over the five consecutive years out of the last 15 years that produces the highest average). Annual pay under the Plan is subject to a maximum ($170,000 for 2001, $180,000 for 2002) that is subject to annual cost-of-living increases. The Maximum Average Salary amounts shown in the table presume that actual eligible pay exceeds the annual limit at all times.

Maximum Average Salary ($)	Years of Service
	5		10		20		30		40
$170,000	$	28,059	$	56,130	$	99,270	$	129,418	$	134,612
$180,000	$	29,770	$	59,540	$	105,319	$	137,362	$	142,861
$190,000	$	31,469	$	62,949	$	111,380	$	145,305	$	151,110
$200,000	$	33,179	$	66,359	$	117,442	$	153,249	$	159,359
$250,000	$	41,710	$	83,419	$	147,737	$	192,966	$	200,604
$300,000	$	50,240	$	100,479	$	178,033	$	232,684	$	241,850
$400,000	$	67,300	$	134,588	$	238,636	$	312,119	$	324,340

The Plan also allows reduced benefits to be paid in a form that provides continued payments (100%, 75% or 50% of the participant’s reduced benefit) to the spouse after the death of the participant. For example, if a participant with a spouse three years younger were to receive benefits in the form of a joint and survivor with 75% continuance to the spouse, the benefit payable to the participant would be about 13% less than those shown, with the spouse receiving 75% of the participant’s benefit after the death of the participant, payable for the spouse’s lifetime. The compensation of participants used to calculate the retirement benefit consists of regular salary disclosed in the “Salary” column of the Summary Compensation Table. Certain other types of pay are includible in pensionable earnings, such as production incentives and commissions (but not other bonus payments). However, neither Mr. Plumeri nor Mr. Vitale received any includible compensation other than regular pay for 2001. Moreover, the regular pay received by both gentlemen exceeded the Plan’s limit on includible compensation for 2001.

As of year-end 2001, Mr. Plumeri and Mr. Vitale each had approximately one year of credited service. Neither of these two individuals was a participant in the Plan, and therefore neither had accrued any benefits under the Plan, as of year-end 2001. At retirement (age 65), the years of service and annual Maximum Average Salary (assuming periodic increases in the Plan’s pay limit for cost of living) are: Mr. Plumeri, eight years and $210,000; Mr. Vitale, 20 years and $324,000.

United Kingdom Retirement Program

The Group also maintains a United Kingdom retirement program consisting of the Willis Pension Scheme, an approved defined benefit plan, and an unfunded unapproved plan.

The table overleaf shows the estimated annual pension benefit payable under the Willis Pension Scheme to certain categories of executives in the United Kingdom, including officers of the Company with the specified Pensionable Salary (basic salary averaged over the 12 months leading up to retirement) and specified years of pensionable service upon retirement at the normal age of 60. The pension in payment increases by 3% each year and on death two thirds of the pension is payable to a surviving spouse.

Pensionable
Salary	Years of Pensionable Service
	5	10	20	30	40
$660,000	$110,000	$220,000	$440,000	$440,000	$440,000
$680,000	$113,333	$226,667	$453,333	$453,333	$453,333
$700,000	$116,667	$233,333	$466,667	$466,667	$466,667
$720,000	$120,000	$240,000	$480,000	$480,000	$480,000
$740,000	$123,333	$246,667	$493,333	$493,333	$493,333
$760,000	$126,667	$253,333	$506,667	$506,667	$506,667
$780,000	$130,000	$260,000	$520,000	$520,000	$520,000
$800,000	$133,333	$266,667	$533,333	$533,333	$533,333
$820,000	$136,667	$273,333	$546,667	$546,667	$546,667
$840,000	$140,000	$280,000	$560,000	$560,000	$560,000
$860,000	$143,333	$286,667	$573,333	$573,333	$573,333
$880,000	$146,667	$293,333	$586,667	$586,667	$586,667
$900,000	$150,000	$300,000	$600,000	$600,000	$600,000
$920,000	$153,333	$306,667	$613,333	$613,333	$613,333

The compensation of participants used to calculate the retirement benefit consists of regular salary as disclosed in the “Salary” column of the Summary Compensation Table and excludes bonuses and other forms of compensation not regularly received. Messrs. Bucknall, Colraine and Pelly participate in the United Kingdom retirement program. At retirement the years of completed pensionable service and the Pensionable Salary (assuming the 2001 compensation increases by 6% on average each year to retirement date) are: Mr. Bucknall, 21 years and $720,000; Mr. Colraine 30 years and $920,000; and Mr. Pelly, 39 years and $660,000.

Transactions with Management and Others

In 2001, the Company paid annual fees, quarterly in arrears, of $1.0 million to KKR and $350,000 to Fisher Capital Corp. L.L.C. for management, consulting, and certain other services provided to the Company and its subsidiaries. We also reimburse their incidental expenses in connection with those services.

Through a series of transactions in late 1998, Trinity Acquisition Limited, an entity formed by KKR for purposes of effecting the acquisition, acquired a predecessor company in a going private transaction. Trinity Acquisition financed the acquisition with common and preferred equity investments, senior subordinated debt financing and borrowings under a senior credit agreement. In addition to common equity invested by the KKR 1996 Fund (Overseas), Limited Partnership, equity financing for the acquisition came from six major insurance companies, Axa Insurance, Royal & Sun Alliance Insurance Group, The Chubb Corporation, The Hartford Financial Services Group, Inc., Travelers Property Casualty Corp. and The Tokio Marine and Fire Insurance Company, Limited (the “consortium”) which invested in the preferred equity of one of our subsidiaries and, to a lesser extent, in our common equity. The preferred equity was redeemed in 2001.

In the ordinary course of our business the Company’s subsidiaries place and will continue to place premiums with the members of the consortium who beneficially owned approximately 12% of our common stock as of March 8, 2002.

Our United States subsidiary, Willis North America Inc., has an interest of approximately 7.5% in OneShield Inc., a company it is partnering with to bring major segments of its workflow process on United States business to the Internet. Our subsidiary also has warrants in OneShield Inc., which on exercise could increase its interest to approximately 12.5% on a fully diluted basis. The partners and employees of KKR and Fisher Capital Corp. L.L.C., some of whom serve as our directors, have current interests of 16.7% in aggregate and 0.3% respectively in OneShield Inc. Fisher Capital Corp. L.L.C. also has an interest of 0.3% in OneShield Inc.

From time to time, in the ordinary course of business and on commercial terms the Company’s insurance brokering subsidiaries may provide services to directors or executive officers and their families in connection with their personal insurance requirements.

The Company has entered into a shareholder rights agreement and a registration rights agreement with the consortium members and Profit Sharing (Overseas), Limited Partnership. Under that shareholder rights agreement, certain holders of the Company’s shares of common stock will be subject to rights of, and restrictions on, transfer, as well as the other provisions described below.

Under the shareholder rights agreement, each member of the consortium has the right to require a proposed acquirer of any of the Company’s shares of common stock held by Profit Sharing (Overseas) or any of its affiliates to purchase a specified percentage of that member’s holding of the Company’s shares of common stock on similar terms. Additionally, if Profit Sharing (Overseas) or any of its affiliates receives a bona fide offer from a third party to purchase a majority of the Company’s shares of common stock then owned by them, they may require each member of the consortium to sell a similar proportion of their shares in the Company to that third party on similar terms.

The shareholder rights agreement provides that if before September 2, 2003 Profit Sharing (Overseas), any of its affiliates or the Company or any of its subsidiaries receive a written, unsolicited offer from a third party to enter into a transaction which would result in a sale of the business, then the members of the consortium will have the right to match the unsolicited offer, and that offer may not be accepted if any member of the consortium makes an offer at the same price and on the same terms in writing within 35 days of being notified of the unsolicited offer. In addition, if during that period Profit Sharing (Overseas) or the Company or any of its subsidiaries propose to enter into a transaction which would result in a sale of the business other than in an unsolicited offer, that entity must first allow the members of the consortium to make an offer to enter into a similar transaction within 30 days, but if Profit Sharing (Overseas) or the Company decide to refuse that offer, or if no member of the consortium makes this type of offer, then Profit Sharing (Overseas) or the Company or any of its subsidiaries, as the case may be, will be free to enter into a transaction resulting in a sale of the business, provided that a definitive agreement is entered into within specified time periods at the same or a higher price. These provisions will also apply to the entering into of a transaction or series of related transactions, whether by an unsolicited offer or a proposal by Profit Sharing (Overseas) or any of its affiliates to enter into such a transaction, whereby Profit Sharing (Overseas) and its affiliates would transfer at least 30% of the Company’s then issued shares of common stock to a single person or a group of persons acting in concert.

The Company has entered into a registration rights agreement with the members of the consortium. Under the registration rights agreement, the consortium members and certain of their transferees, subject to a number of conditions and limitations, may require the Company to file a registration statement under the Securities Exchange Act of 1934 to register the sale of the Company’s shares of common stock held by them. The Company may be required to file up to four registration statements. The registration rights agreement also provides, subject to a number of conditions and limitations, that the consortium members and those transferees have piggy-back registration rights in connection with registered offerings of the Company’s shares that are initiated by the Company. Under this agreement, the Company is required to pay all registration expenses. In addition, the Company is required to indemnify the persons whose shares are registered, and they in turn are required to indemnify the Company with respect to any information they provide, against certain liabilities in respect of any registration statement or offering covered by the registration rights agreement.

The Company has entered into a registration rights agreement with Profit Sharing (Overseas). Like the registration rights agreement with the members of the consortium discussed in the previous paragraph, this agreement gives Profit Sharing (Overseas), the right, subject to a number of conditions and limitations, to demand the registration of the Company’s shares of common stock that it owns or to partake in a registration initiated by the Company. The Company is responsible for expenses for the first 10 registrations of each class or series of the Company’s securities held by it. In addition, the Company is required to indemnify Profit Sharing (Overseas), and it in turn is required to indemnify the Company, with respect to any information they provide, against certain liabilities in respect of any registration statement or offering covered by the registration rights agreement.

The Company’s bye-laws permit directors to hold office with the Company or act in a professional capacity for it, other than as an auditor. In addition, the Company’s bye-laws permit directors to be interested in any transaction or arrangement with it or in which the Company is otherwise interested. Under the Company’s bye-laws, so long as a director declares the nature of his or her interest as required by the Companies Act 1981 of Bermuda, any transaction or arrangement in which he or she is interested may not be voided on the basis of his or her interest. Further, under the Company’s bye-laws, a director that has disclosed his or her interest in a transaction or arrangement with the Company may be counted in the quorum and vote at any meeting at which the transaction or arrangement is considered by the Board of Directors.

The Company believes that the transactions described in this section between it or its subsidiaries and affiliates are on terms no less favorable to the Company or its subsidiaries than the terms that would be available to the Company or its subsidiaries in transactions with a non-affiliated third party. The Company intends that future transactions with its affiliates will be on a similar basis.

Compliance with Section 16 of the Exchange Act

Our officers, directors and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions contained in Section 16 of the Securities Exchange Act of 1934.

Solicitation of Proxies

The Board of Directors hereby solicits proxies for use at the 2002 Annual General Meeting and at any adjournment thereof. Shareholders who execute a proxy may still attend the meeting and vote in person. A proxy may be revoked at any time before it is voted by giving to the Secretary of the Company, care of the office of its subsidiary Willis Group Limited, Ten Trinity Square, London EC3P 3AX, written notice bearing a later date than the proxy, by submission of a later dated proxy or by voting in person at the meeting. Executors, administrators, trustees, guardians, attorneys and other representatives should indicate the capacity in which they are signing and corporations should sign by an authorized officer whose title should be indicated. Mere attendance at the meeting will not revoke a proxy which was previously submitted to the Company.

The cost of this proxy solicitation is borne directly by the Company. Georgeson Shareholder Communications Inc. has been retained to assist in the proxy solicitation at a fee of approximately $1,000 plus expenses. In addition to solicitation of proxies by mail, proxies may be solicited personally, by telephone, by e-mail and by facsimile by the Company’s directors, officers and other employees. Such persons will receive no additional compensation for such services. The Company will also request brokers and other nominees to forward soliciting material to the beneficial owners of shares which are held of record by them, and will pay the necessary expenses.

Shareholder and Other Proposals

Shareholders who wish to present a proposal and have it considered for inclusion in the Company’s proxy materials for the 2003 Annual General Meeting of the Company’s shareholders must submit such proposal in writing to the Secretary of the Company on or before November 30, 2002.

Shareholders who wish to present a proposal at the 2003 Annual General Meeting that has not been included in the Company’s proxy materials must submit such proposal in writing to the Secretary of the Company. Any such notice received by the Secretary on or after January 31, 2003 shall be considered untimely for the presentation of proposals by shareholders. In addition, the Company’s bye-laws and the Bermuda Companies Act contain further requirements relating to the timing and content of the notice which shareholders must provide to the Company for any nomination or matter to be properly presented at a shareholders’ meeting.

By order of the Board of Directors,

Michael P. Chitty,

Secretary.

Willis Group Holdings LTD

Notice of 2002 Annual General Meeting of Shareholders and

Proxy Statement

Appendix A

WILLIS GROUP HOLDINGS LIMITED

Audit Committee Charter

The Audit Committee (“the Committee”) of the Board of Directors (“the Board”) of Willis Group Holdings Limited (“the Company”), will have the oversight responsibility, authority and specific duties as described below.

Role and Organisation

The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, internal control and financial reporting practices of the Company. It may also have such other duties as may from time to time be assigned to it by the Board. The membership of the Committee shall consist of at least three directors. The Committee shall maintain free and open communication with the independent auditors, the internal auditors and Company management. In discharging its oversight role, the Committee is empowered to investigate any matter relating to the Company’s accounting, auditing, internal control or financial reporting practices brought to its attention, with full access to all Company books, records, facilities and personnel. The Committee may retain outside counsel, auditors or other advisors.

One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, and making regular reports to the Board. The chair will also maintain regular liaison with the Chairman / Chief Executive Officer, the Chief Financial Officer, the lead independent audit partner and the Group Audit Director.

The Committee shall meet at least three times a year, or more frequently as the Committee considers necessary. At least once each year the Committee shall have separate private meetings with the independent auditors, management and the internal auditors.

Responsibilities

Although the Committee may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below. The Committee shall be responsible for:

1. Recommending to the Board the independent auditors to be retained (or nominated for shareholder approval) to audit the financial statements of the Company. Such auditors are ultimately accountable to the Board and the Committee, as representatives of the shareholders.

2. Evaluating, together with the Board and management, the performance of the independent auditors and, where appropriate, replacing such auditors.

3. Obtaining annually from the independent auditors a formal written statement describing all relationships between the auditors and the Company, consistent with Independence Standards Board Standard Number 1. The Committee shall actively engaged in a dialogue with the independent auditors with respect to any relationships that may impact the objectivity and independence of the auditors and shall take, or recommend that the Board take, appropriate action to oversee and satisfy itself as to the auditors’ independence.

4. Reviewing the audited financial statements and discussing them with management and the independent auditors. These discussions shall include the matters required to be discussed under Statement of Auditing Standards No. 61 and consideration of the quality of the Company’s

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accounting principles as applied in its financial reporting, including a review of particularly sensitive accounting estimates, reserves and accruals, judgmental areas, audit adjustments (whether or not recorded), and other such inquiries as the Committee or the independent auditors shall deem appropriate. Based on such review, the Committee shall make its recommendations to the Board as to the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 20-F (or the Annual Report to Shareholders, if distributed prior to the filing of the Form 20-F).

5. Issuing annually a report to be included in the Company’s proxy statement.

6. Overseeing the relationship with the independent auditors, including discussing with the auditors the nature and rigour of the audit process, receiving and reviewing audit reports and providing the auditors full access to the Committee (and the Board) to report on any and all appropriate matters.

7. Discussing with a representative of management and the independent auditors: (1) the interim financial information contained in the Company’s Quarterly Report on Form 6-K prior to its filing, (2) the earnings announcement prior to its release (if practicable), and (3) the results of the review of such information by the independent auditors. (These discussions may be held with the Committee as a whole or with any Committee member in person or by telephone).

8. Overseeing internal audit activities, including discussing with management and the internal auditors the internal audit function’s organisation, objectivity, responsibilities, plans, results, budget and staffing.

9. Discussing with management, the internal auditors and the independent auditors the quality and adequacy of and compliance with the Company’s internal controls.

10. Discussing with management and/or the Company’s General Counsel any legal matters (including the status of pending litigation) that may have a material impact on the Company’s financial statements, and any material reports or inquiries from regulatory or governmental agencies.

11. Reviewing and overseeing related party transactions and potential conflicts of interest situations between the Company and its officers and directors.

The Committee’s job is one of oversight. Management is responsible for the preparation of the Company’s financial statements and the independent auditors are responsible for auditing those financial statements. The Committee and the Board recognise that management (including internal audit staff) and the independent auditors have more resources and time and more detailed knowledge and information regarding the Company’s accounting, auditing, internal control and financial reporting practices than the Committee does; accordingly the Committee’s oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by the Company to its shareholders and others.

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SIGNATURES

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

WILLIS GROUP HOLDINGS LIMITED

By: /s/ MARY E. CAIAZZO

Mary E. Caiazzo Assistant General Counsel

Date: March 22, 2002

Filing Compare · WILLIS GROUP LTD