Merrill Lynch Insurance Investor Conference

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• Merrill Lynch Insurance Investor Conference
• Willis Group Holdings
• Joe Plumeri, Chairman CEO
• February 14, 2005

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Topics for Discussion

• The Willis Platform
• Current Operating Results
• Growth Opportunities
• Conclusion

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The Willis Platform
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Willis Group

• One of only three global brokers
• Provides broad range of value-added risk
  management consulting, employee benefits and
  insurance brokerage services
• Leading market positions in the US, the UK and
  many other countries
• Global distribution capabilities to effectively
  meet risk management needs of large
  multinationals and middle-market clients
• Domiciled in Bermuda principal offices in London
  and New York
• Extensive global network of over 300 offices in
  more than 100 countries, including Gras Savoye
• Strong global franchise enables Willis and its
  associates to serve clients in approximately 180
  countries worldwide

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The Willis Value Experience

• The new global insurance brokerage model
• Client advocacy
• Placement discipline WEM
• Centralized financial controls, compliance and
  audit
• Expense discipline
• Technology efficiency and productivity
• Client Bill of Rights
• Transparency
• Willis Service Model Client Engagement Guide
• Disclosure Value we provide and what we are
  paid
• Glocal global resources, local delivery
• One Team One Flag
• Decentralized marketing

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Willis is a diversified global business
Willis business mix covers a broad spectrum of
clients, geographic locations and product lines
Global (UK-based)
North America
International

• 51 of 2004 revenues
• Serve UK-based multinational corporations
• Geographically diverse clients
• Strong UK/Ireland retail business serving large
  accounts, middle market and small/medium
  enterprises, enhanced by acquisitions
• Leader in

• 30 of 2004 revenues
• Significant opportunity for market share growth
• Organic
• Recruitment
• Strategic MA
• Strong middle market retail focus with a growing
  large account practice
• National Practice Groups
• Executive Risks
• Employee Benefits
• Construction
• Environmental
• Healthcare

• 19 of 2004 revenues
• Serve continental Europe, Eastern Hemisphere
  Latin America
• Considerable expansion opportunities
• Organic and Associates
• Leading positions in

• France
• Italy
• Iberia
• Germany
• Denmark

• Norway
• Sweden
• Venezuela
• Colombia

• Construction
• Energy
• Niche Products
• Financial and Executive Risks

• Reinsurance
• Aerospace
• Marine

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Current Operating Results
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Willis has established a strong track record of
performance, which has been maintained in the
current year...

• Adjusted operating income GAAP operating
  income, excluding restructuring costs (2000),
  non-cash compensation for performance-based
  options, gains on disposals of operations and
  goodwill amortization as a percentage of total
  revenues adjusted operating margin
• EBITDA margin revenues less GA expenses to
  revenues
• (3) Adjusted net income GAAP net income,
  excluding restructuring costs (2000 and 2001),
  non-cash compensation for performance-based
  options and gains on disposals of operations and
  goodwill amortization (2000-2001)

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New business production is driving organic
growth. . .
Willis' sales culture will allow the Company to
sustain itsgrowth throughout the insurance rate
cycle
5
3
3
1
(3)
(2)
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across all business units

• 4 organic revenue growth in 2004 came from 6
  net new business with (2) declining rate
  component

Note Organic revenue growth total revenue
growth excluding the impact of foreign currency
exchange rate movements, acquisitions and
disposals, and contingent commissions from
October 2004
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Growth Opportunities
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Levers for growth - a Window of Opportunity

• Significant revenue growth opportunities
• Opportunity to increase market share
• 9 market share of top 10 brokers
• Each additional 1 increase in market share
  represents an additional 230 million in revenues
  (1)
• North American market
• 6 market share of top 100 brokers
• Each additional 1 increase in market share
  represents an additional 180 million in revenues
  (1)
• Recruitment
• Margin focus
• Expense discipline
• Salaries and benefits 52 of total revenues
  performance-based compensation
• Capital management
• Acquisitions, share repurchase, dividends

Top 100 US brokers produced 18 billion in US
revenues, while the 162 global survey respondents
produced 30 billion in global revenues. The
top 10 global survey respondents produced 23
billion in global revenues.Source Business
Insurance July 2004 survey. Data as of
12/31/03.
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Strong cash flow has created opportunities and
ongoing financial flexibility
Cash Flow ( millions)
How have we used the cash?
In millions
2000
2001
2002
2003
2004
Year ending December
Repayment of debt
32
172
221
197
80
Acquisitions of
Subsidiaries and
9
0
13
81
137
Buy-Out
Dividends
0
0
0
63
115
Stock Buyback
0
11
7
1
339

• Dividends
• Initiated Feb. 2003, increased 3 times through
  Feb. 2005. Current 0.86 annual
• Common stock buyback program
• Current authorization 500m
• Cash on hand 222 million at Dec 31, 2004

Note Cash flow from operating and investing
activities, excluding acquisitions and disposals
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...and has led to a strengthened capital position
and improved ratings

• Includes 272 million of preference shares in
  2000
• Debt excludes preference shares
• Adjusted EBITDA revenue less GA expenses
• Interest expense excludes preference dividend
• Year end 2003 debt shown pro-forma for full
  drawdown of December 2003 refinancing

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Conclusion
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Willis is well-positioned for continued growth

• Willis is a growth company in a year of
  transition
• Willis is executing its game plan and is building
  a great franchise with a track record of progress
• Willis' sales culture and expense discipline will
  drive increases in market share and profitable
  growth in hard and soft insurance markets
• Willis' strong cash flow has been demonstrated
  historically and will continue to provide
  financial flexibility
• Willis is deploying capital prudently to fund
  growth and generate returns to shareholders

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About Forward Looking Statements
This presentation contains certain forward
looking statements within the meaning of Section
27A of the Securities Act of 1933, and Section
21E of the Securities Exchange Act of 1934, which
are intended to be covered by the safe harbors
created by those laws. These forward looking
statements include information about possible or
assumed future results of our operations. All
statements, other than statements of historical
facts, included in this presentation that address
activities, events or developments that we expect
or anticipate may occur in the future, including
such things as future capital expenditures,
business strategies, competitive strengths,
goals, growth of our business and operations,
plans, and references to future successes may be
considered forward looking statements. Also, when
we use the words such as anticipate, believe,
estimate, expect, intend, plan,
probably, or similar expressions, we are making
forward looking statements. Many risks and
uncertainties may impact the matters addressed in
these forward looking statements. Many possible
events or factors could affect our future
financial results and performance. These could
cause our results or performance to differ
materially from those we express in our forward
looking statements. Although we believe that the
assumptions underlying our forward looking
statements are reasonable, any of these
assumptions, and therefore also the forward
looking statements based on these assumptions,
could themselves prove to be inaccurate. In
light of the significant uncertainties inherent
in the forward looking statements included in
this presentation, our inclusion of this
information is not a representation by us or any
other person that our objectives and plans will
be achieved. Our forward looking statements
speak only as of the date made and we will not
update these forward looking statements unless
the securities laws require us to do so. In
light of these risks, uncertainties and
assumptions, the forward looking events discussed
in this presentation may not occur.
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• Merrill Lynch Insurance Investor Conference
• Willis Group Holdings
• Joe Plumeri, Chairman CEO
• February 14, 2005