Keefe, Bruyette

1

• Keefe, Bruyette Woods
• 2003 Insurance Conference
• Willis Group Holdings
• Joe Plumeri, CEO, September 3, 2003

2
Willis profile

• Specialize in providing risk management and
  insurance services - core brokerage business
• Global distribution capabilities to effectively
  meet risk management needs of large
  multinationals and middle-market clients
• Powerful and differentiated business model
• Global platform with client-focused local
  delivery and service
• Client advocate helps clients assess risk,
  negotiate policy terms and place coverage on
  their behalf, and advises them on appropriate
  levels of self-insurance
• Efficient delivery of customized solutions
• Growth strategy for success in all market
  environments - sales culture, recruitment,
  acquisitions
• Execution of model is driving market share gains
• Disciplined expense management for margin and
  profitability
• Shareholders come first 70 of employees are
  shareholders

3
Willis is a diversified global business
One of three global insurance brokers with
leading market positions in the U.S., the U.K.
and many other countries. Business mix covers a
broad spectrum of clients, geographic locations
and product lines
Global (U.K. based)
North America
International

• 51 of 2002 revenue 15 offices
• Global client focus
• Leader in
• Reinsurance
• Aerospace
• Marine
• Construction
• Energy
• Niche Products
• Financial and Exec. Risk
• Geographically diverse
• Clients in 180 countries

• 34 of 2002 revenue 63 offices
• Significant market share opportunity
• Organic and MA
• Middle market retail focus
• Growing large account practice
• Specialize in
• Wholesale
• Construction
• Employee Benefits
• Executive Risk
• Environmental
• Healthcare

• 15 of 2002 revenue 74 countries (incl.
  Associates)
• 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

4
Willis revenue base is diversified by geography
and line
Total 2002 Revenues by Geography
. and by Line
2002 total revenues 1,735 million
Source Business Insurance survey, July 2003
5
Willis is building a track record of performance

• 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

6
Willis has achieved exceptional organic revenue
growth across all business units
Willis organic revenue growth rate more than
doubled since 2000

Note Organic revenue growth total revenue
growth excluding the impact of foreign currency
exchange rate movements and/or acquisitions and
disposals
7
The majority of organic growth has been from new
business production
Willis sales culture has driven organic growth
Historical organic growth contributors
19
18
18
18
17
17
14
5
5
7
13
8
8
10
13
13
12
7
7
10
9
7
7
6
2001
2002
2003
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Willis has expanded its margins through revenue
growth and vigorous expense control
Results
Strategy for margin expansion
Adjusted operating margin1

• Build sales culture to drive continued revenue
  growth over fixed expenses in all market
  environments
• Organic growth, acquisitions and recruiting
• Continued focus on high-margin reinsurance
  brokerage business
• Increased operating efficiencies
• Continued streamlining of work processes to
  increase efficiency while improving client
  service
• Expense management and discipline
• Integral part of the culture
• Consistent and fair policy, group-wide
• Tight approval mechanisms in all headcount and
  expense areas
• Targeted savings in embedded costs, such as
  temporary help, stationery and supplies,
  advertising, and travel and entertainment
• Steady debt reduction

1 Excludes restructuring costs (2000), non-cash
performance charges, gains on disposal of
operations and other non-recurring items
9
Willis is best in class relative to its
brokerage peers
Organic growth and margin vs. peers
1 Defined as (Total revenues - GA expenses -
Depreciation - Non-goodwill Amortization) / Total
revenues
10
Willis plans to augment organic revenue growth
andmargin expansion through a disciplined
acquisition strategy

• Very disciplined approach
• Typically target smaller insurance brokers,
  consultants and related businesses with strong
  regional or local market position or with
  specialized product expertise that complements
  Willis existing products
• Focus on North America where greatest
  opportunities and leverage are Northeast,
  Florida, California, Texas
• Must subscribe to Willis cross-sell and
  management culture
• Strong management talent, with vested interest in
  merger success and opportunity to succeed within
  Willis
• Increase equity ownership in associates where
  appropriate
• Return capital to shareholders rather than
  overpay for acquisitions

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Willis strong cash flow has led to significant
debt and preference share prepayments . . .
( millions)
2Q03 EBITDA/interest expense
10.2x Debt/EBITDA 0.8x Debt
to total capitalization 32
Preference shares redeemed with IPO proceeds, Jul
01
Note Adjusted EBITDA total revenues less
general and administrative expenses, excluding
non-cash compensation for performance options,
gain or loss on disposal and other non-recurring
items. Interim period represents last 12 months
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and provides ongoing financial flexibility
Cash Flow ( millions)

• Increased quarterly dividend by 30 to 0.1625,
  or 0.65 per year in July 2003
• Authorized 100 million common share buyback
  plan, July 2003
• Unrestricted cash on hand 178 million as of
  June 30, 2003
• Options include
• Make acquisitions
• Increase cash dividend
• Refinance and/or repay debt
• Buy back stock
• Reinvest in business

Note Cash flow from operating and investing
activities, excluding acquisitions and disposals
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Capitalization analysis
1 Positive outlook assigned on July 24, 2003 2
Debt excludes preference shares 3 Interest
expenses excludes preference dividends Interim
period represents last 12 months
14
KKRs ownership has decreased significantly
Ownership prior to IPO - As of June 11, 2001
Ownership - As of June 30, 2003
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Willis is well-positioned for continued growth

• Willis is a growth company
• We are executing our game plan and are building a
  great company - and a track record of progress
• Our sales culture and expense discipline will
  drive success in all market environments
• We have a strong balance sheet and cash flow -
  provides financial flexibility
• We are deploying capital to fund growth and
  returns to shareholders
• Outlook - operating cash EPS 25 for 2003, with
  organic revenue growth 15 beyond 2003,
  operating cash EPS 15

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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.