Willis Files Shelf Registration for 35.8 Million KKR Shares

February 2, 2004

Global insurance broker Willis Group Holdings Limited announced that it has filed a new shelf registration statement with the Securities and Exchange Commission which up-dates the one filed last April in order to register all of the approximately 35.8 million shares of the Company’s common stock still owned by KKR 1996 Overseas, Limited, an affiliate of Kohlberg Kravis Roberts & Co., and Fisher Capital Corp. L.L.C., institutional shareholders of the Company.

The new registration adds the shares to those previously covered by a statement in April 2003, which included debt and equity securities of the Company and its subsidiaries, none of which has been sold,and approximately 21.5 million shares of common stock then held by KKR 1996 Overseas, Limited and Fisher Capital Corp. L.L.C, which were subsequently sold.

Willis said: “The registration statement will facilitate the continuation of KKR’s orderly disposition of its shares over time at the request of the Company and create additional liquidity in the Company’s common stock. The registration statement will also continue to provide flexibility for the Company to take advantage of favorable market conditions in the future to fulfill any financing needs on an expedited basis. At the time any securities are offered for sale, a prospectus supplement will be provided containing specific information about the terms of any such offering.”

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