Willis Reorganizes Board, Adopts Guidelines

March 5, 2004

Global insurance broker Willis Group Holdings Limited announced significant changes to its Board of Directors as well as the adoption of new corporate governance guidelines.

Three directors associated with Kohlberg, Kravis, Roberts & Co. L.P. (KKR) have left the board and three new directors have replaced them, effective as of the next regular board meeting on April 21, 2004. The move follows KKR’s recent successful sale of 24 million shares of Willis stock, reducing its stake in Willis to approximately 7.5 percent.

KKR’s Henry R. Kravis and George R. Roberts, co-founders of the investment buyout group, and Todd A. Fisher have resigned. The three new directors are Joseph A. Califano, Jr., Wendy E. Lane and James F. McCann.

Mr. Califano, 72, was senior partner of the Washington, D.C. office of the law firm Dewey Ballantine from 1983 to 1992. He served as the U.S. Secretary of Health, Education and Welfare from 1977 to 1979, and has served in senior policy-making positions in both the public and private sectors. Since 1992, he has been Chairman of the Board and President of the National Center on Addiction and Substance Abuse at Columbia University in New York City.

Ms. Lane, 52, has been Chairman of Lane Holdings, Inc., an investment firm, since 1992. She was a Principal and Managing Director of the investment banking firm Donaldson, Lufkin and Jenrette Securities Corporation from 1980 to 1992. She has spoken on business ethics on numerous occasions to senior executive and director forums and consortia at various institutions, including Harvard Business School and Stanford Law School.

Mr. McCann, 52, is a highly successful entrepreneur. He bought a small New York City flower shop in 1976 and built it into 1-800-Flowers.Com, Inc. where he serves as Chairman and CEO. He is active in numerous business and community organizations.

The announcement also noted that the Board had adopted new corporate governance guidelines, “which meet the requirements of the Sarbanes-Oxley Act and the new listing standards recently adopted by the New York Stock Exchange. The statute and the NYSE listing standards require, among other things, that by the time of the Company’s 2004 Annual General Meeting a majority of the Company’s board be independent and that the Board’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee be comprised solely of independent directors. The board reconstituted the membership of these committees to ensure that all members are independent within the meaning of the new requirements.”

In announcing the changes, Chairman of the Board and CEO Joseph J. Plumeri, commented: “We are completely committed to the highest standards of corporate governance. The changes we have made today are part of that commitment. We very much appreciate the invaluable service Henry Kravis, George Roberts and Todd Fisher have provided to Willis throughout the six years of their involvement with the Company, and we are particularly pleased that Joe Califano, Wendy Lane, and Jim McCann have agreed to bring their experience, energy and fresh perspective to our board. The three individuals joining our board are each stand-outs in their own right. Collectively, they add tremendous strength as we move into the next phase of our mission to build the world’s greatest insurance brokerage firm.”

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