This discussion includes references to non-GAAP financial measures as defined in Regulation G of SEC rules. We present such non-GAAP financial measures, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company's operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. These financial measures should be viewed in addition to, not in lieu of, the Company's condensed consolidated financial

statements for the three months ended March 31, 2009.

This discussion includes forward-looking statements, including under the headings 'Business Overview and Market Outlook', 'Executive Summary' and 'Liquidity and Capital Resources'. Please see 'Information Concerning Forward-Looking Statements' for certain cautionary information regarding forward-looking statements and a list of factors that could cause actual results to differ materially from those predicted in the forward-looking statements.

BUSINESS OVERVIEW AND MARKET OUTLOOK

We provide a broad range of insurance brokerage and risk management consulting services to our worldwide clients. Our core businesses include Aerospace; Energy; Marine; Construction; Financial and Executive Risks; Fine Art, Jewelry and Specie; Special Contingency Risks; and Reinsurance.

In our capacity as an advisor and insurance broker, we act as an intermediary between our clients and insurance carriers by advising our clients on their risk management requirements, helping clients determine the best means of managing risk, and negotiating and placing insurance risk with insurance carriers through our global distribution network.

We derive most of our revenues from commissions and fees for brokerage and consulting services and we do not determine the insurance premiums on which our commissions are generally based. Fluctuations in these premiums charged by the insurance carriers have a direct and potentially material impact on our results of operations. Commission levels generally trend with such premium levels as they are derived from a percentage of the premiums paid by the insureds. Due to the cyclical nature and impact of other market conditions on insurance premiums, they may vary widely between accounting periods. Such variations can result in a reduction in premium rates leading to downward pressure on commission revenues (a "soft" market) which in turn can have a

potentially material impact on our commission revenues and operating margin.

A "hard" market occurs when premium uplifting factors, including a greater than anticipated loss experience or capital shortages, more than offset any downward pressures on premiums. This usually has a favorable impact on our commission revenues and operating margin.

From 2000 through 2003 we benefited from a hard market with premium rates stable or increasing. During 2004, we saw a rapid transition from a hard market to a soft market, with premium rates falling in most markets. The soft market continued to have an adverse impact on our commission revenues and operating margin from 2005 through 2008 with premium rate decreases averaging approximately 10 percent across our market sectors in 2008.

In first quarter 2009, the benefit of a stabilization in rates in the reinsurance market was more than offset by the continuing soft market in other sectors and the adverse impact of the weakened economic environment across the globe.

Our North American operations have been particularly impacted by the weakened economic environment and we have seen sharp first quarter 2009 declines in revenues from our US construction business, as many projects are postponed or cancelled.

EXECUTIVE SUMMARY

Overview

Difficult market conditions and the weakness of the global economy continued to adversely impact our results in first quarter 2009, although there was a modest benefit from rate stabilization in the reinsurance market.

Despite these difficult trading conditions, we reported 2 percent organic commissions and fees growth in first quarter 2009 compared with same period 2008, reflecting growth in our International and Global operations, partly offset by a fall in organic commissions and fees in North America where revenues were adversely impacted by our focus on integration and margin improvement as well as the soft market conditions and the weakened economy.

Operating margin for first quarter 2009 was 29 percent, 1 percentage point higher than in first quarter 2008 with the increase primarily attributable to costs savings arising from our 2008 expense review and Right Sizing Willis initiatives and the non-recurrence of first quarter 2008 charges of $18 million for property and systems rationalizations, partly offset by higher pension charges and the dilutive impact of the HRH acquisition and the related deal amortization.

Results from continuing operations

Net income from continuing operations in first quarter 2009 was $192 million, or $1.15 per diluted share, compared with $166 million, or $1.16 per diluted share, in 2008 as the benefit of the improved margin and a lower effective tax rate were partly offset by the dilutive impact of HRH, including increased interest expense and intangibles amortization together with the increased sharecount arising from the acquisition.

HRH's first quarter 2009 results, net of related funding costs and intangible amortization contributed $0.03 per diluted share. New shares issued as part consideration for the HRH acquisition had a $0.20 dilutive impact on first quarter 2009 earnings per diluted share.

Total revenues at $930 million were $135 million, or 17 percent, higher than in first quarter 2008.

Organic revenue growth of 2 percent and a 28 percent benefit from net acquisitions and disposals in the quarter, driven primarily by the fourth quarter 2008 acquisition of HRH, were partly offset by a negative 12 percent impact from foreign currency translation and a decline in investment income compared to 2008.

Organic revenue growth of 2 percent reflected net new business growth of 7 percent and a 5 percent negative impact from declining rates and other market factors.

Operating margin at 29 percent was 1 percentage point higher than in first quarter 2008 with the increase mainly reflecting:

º •
º good cost control and the realization of savings from our previous Shaping our Future and 2008 expense review initiatives;

º •
º the non-recurrence of the $18 million charge in first quarter 2008 for systems and property rationalization as part of the 2008 expense review, equivalent to approximately 2 percentage points;

º •
º a reduction in discretionary expenses, driven by our right-sizing initiatives in 2009; and

º •
º a $4 million reduction in share-based compensation;

partly offset by

º •
º a $21 million increase in amortization of intangible assets, primarily related to HRH, equivalent to approximately 3 percentage points;

º •
º a $20 million increase in pension expense, driven by lower asset levels in our UK and US pension plans, equivalent to approximately 3 percentage points;

º •
º the acquisition of HRH which has a lower margin than the Group;

º •
º a foreign currency translation loss of approximately 40 basis points; and

º •
º a $9 million decrease in investment income as global interest rates fell sharply in first quarter 2009 compared to first quarter 2008, equivalent to 1 percentage point.

Discontinued operations

On April 15, 2009, the Company entered into a contract and disposed of Bliss & Glennon, a US-based wholesale insurance operation acquired as part of the HRH acquisition. Gross proceeds were $41 million, of which $3 million is held in escrow for potential indemnification claims.

Bliss & Glennon's net assets at March 31, 2009 were $39 million, of which $35 million related to identifiable intangible assets and goodwill. In addition, there will be costs and income taxes relating to the transaction of $2 million. There will be no gain or loss recognized on this disposal in second quarter 2009.

HRH acquisition and integration

On October 1, 2008, we completed the acquisition of HRH, the eighth largest insurance and risk management intermediary in the United States.

We remain confident that the acquisition of HRH will:

º •
º substantially improve our position in key markets including California, Florida, Texas, Illinois, New York, Boston, New Jersey and Philadelphia;

º •
º greatly strengthen our position as a middle market broker and reinforce our large account presence; and

º •
º enable the combined Willis HRH operation to deliver enhanced value to clients through a more robust and diversified platform.

We have made significant progress in the first quarter of 2009 in implementing the integration processes that we believe will lead to successful fulfilment of our stated goals, reflected by:

º •
º maintaining high producer retention levels;

º •
º reducing our expense base through synergies. We achieved $23 million of costs savings in first quarter 2009 and we expect to exceed our initial synergy target of $100 million, with a revised target for annualized synergies of $140 million by December 2010;

º •
º good progress on integration of all work streams and, on a combined pro forma basis, we anticipate a total saving of $150 million in 2009 from synergies and other cost reduction initiatives; and

º •
º conversion of HRH's contingent commissions into higher standard commissions, 70 percent of which had been renegotiated by March 31, 2009.

We recognized goodwill on the HRH acquisition of approximately $1.6 billion. Based on our forecasts of the combined Willis HRH's future revenue streams and anticipated synergies from the deal, we believe the combined goodwill for North America of $1.8 billion was not impaired as of March 31, 2009. However, if we fail to recognize some or all of the strategic benefits and synergies expected from the HRH transaction, goodwill may be impaired in future periods.

Other equity transactions

During first quarter 2009, we acquired the remaining 20 percent of our Venezuela operations at a cost of approximately $7 million, bringing our ownership to 100 percent as at March 31, 2009.

In our 2008 report on Form 10-K we noted that AXA had exercised its option to put to us its shareholding in Gras Savoye & Cie of approximately 4 percent, subject to pre-emption provisions set out in the shareholders agreement. In March 2009, existing shareholders chose to purchase 2 percent and in April 2009 Gras Savoye bought back the remaining shares and canceled them. As a consequence of these transactions, we controlled just under 50 percent of the voting rights as of the end of April 2009. As of the date of this report, we do not expect the remaining shareholders to exercise their put options within the next twelve months.

In April 2009, we acquired the remaining 12 percent of our Irish operations at a cost of approximately $17 million, bringing our ownership to 100 percent as at April 30, 2009.

2008 expense review and Right Sizing Willis

Our Shaping our Future strategy is a series of initiatives designed to deliver profitable growth.

In order to fund a portion of these initiatives, we conducted a thorough review in 2008 of all businesses to identify additional opportunities to rationalize our expense base.

In first quarter 2008, we consequently incurred a pre-tax charge of $33 million ($23 million net of tax, equivalent to $0.16 per diluted share) in connection with this expense review comprising:

º •
º $15 million of severance costs relating to approximately 150 positions which were eliminated; and

º •
º $18 million of other operating expenses, primarily relating to property and systems rationalization costs.

In the latter part of 2008 and in light of the global economic uncertainty, we launched Right Sizing Willis to reinforce our cost saving initiatives. Right Sizing Willis initiatives include talent management to either improve or manage out poor performers, location optimization and aggressive reduction of discretionary spending. In first quarter 2009, we incurred severance costs of $16 million in connection with our right-sizing initiatives.

Cash and financing

Cash at March 31, 2009 was $147 million, $29 million lower than at December 31, 2008. This excludes cash classified within assets held for sale of $3 million at March 31, 2009 and $nil at December 31, 2008.

Net cash from operating activities of $84 million, net proceeds from the issuance of long-term debt of $482 million and net proceeds from the drawdown of our revolving credit facility of $150 million were used to fund:

º •
º repayments of outstanding debt of $647 million relating to our interim credit facility;

º •
º acquisitions of $41 million, including a $39 million payment for the 5 percent of Gras Savoye & Cie, our French associate, acquired in fourth quarter 2008;

º •
º dividend payments of $43 million; and

º •
º other smaller net cash outflows of $14 million.

Total long-term debt at March 31, 2009 was $2,480 million (December 31, 2008: $1,865 million), total short-term debt was $174 million (December 31, 2008: $785 million) and total equity was $2,080 million (December 31, 2008:
$1,895 million) giving a

capitalization ratio (total debt to total debt and equity) of 56 percent at March 31, 2009 compared with 58 percent at December 31, 2008.

In February 2009, we entered into an agreement with Goldman Sachs Mezzanine Partners to issue 12.875 percent senior unsecured notes due 2016 in an aggregate principal amount of $500 million. The transaction closed in March 2009 and the $482 million net proceeds of the issue were used to refinance part of our interim credit facility.

Internally generated cash and a $150 million drawdown on our revolving credit facility were used to repay a further $165 million of the interim credit facility and to fund dividends, pension contributions, bonuses and taxes. The $150 million drawn under the revolving credit facility as of March 31, 2009 compares with $215 million drawn as of March 31, 2008.

We expect to be able to repay the remaining $103 million outstanding on the interim credit facility over the next two quarters from free cash flow and proceeds from the sale of non-core businesses, including $38 million received from the sale of our US wholesale operations in April 2009.

Liquidity

We believe that existing cash and cash equivalents at March 31, 2009 of $147 million, remaining availability of $150 million under our revolving credit facility, future generation of free cash flow and proceeds from the sale of non-core businesses should be adequate to meet our cash needs for at least the next 12 months, including full repayment of our interim credit facility and current portions of our long-term debt together with the financing of other contractual obligations and presently known operating requirements.

Long-term liquidity for debt service and other contractual obligations will be dependent on continued generation of free cash flow and, given favorable market conditions, future borrowings or refinancing. However, our cash requirements could be materially affected by a deterioration in our results of operations, as well as various uncertainties discussed in this section and elsewhere in this document, which could

require us to pursue other financing options, including, but not limited to, additional borrowings, debt refinancing, asset sales or other financing alternatives. With the current tightening in the credit markets, the amount and terms, if any, of these financing sources cannot be assured.

We continue to identify and implement further actions to control costs and enhance our operating performance, including cash flow. These actions include the rationalization of our

cost base through our ongoing right-sizing initiatives to achieve best fit within the current environment.

Share buybacks

On November 1, 2007, the Board authorized a new share buyback program for $1 billion. In first quarter 2008, we repurchased 2.3 million shares at a cost of $75 million under the new authorization. There were no repurchases under this authorization in first quarter 2009.

OPERATING RESULTS-GROUP

Revenues

                                                                                                                                                           Change attributable to:
                                                                                                             Three months
                                                                                                           ended March 31,                     Foreign           Acquisitions         Organic
                                                                                                                                   %           currency              and              revenue
                                                                                                           2009        2008      change      translation          disposals        growth(i)(ii)
                                                                                                              (millions)
Global                                                                                                    $   275     $   277         (1 )%             (8 )%                2 %                5 %
North America                                                                                                 371         191         94 %              (1 )%              100 %               (5 )%
International                                                                                                 269         304        (12 )%            (17 )%                - %                5 %

Commissions and fees                                                                                      $   915     $   772         19 %             (11 )%               28 %                2 %

Investment income                                                                                              13          22        (41 )%
Other income                                                                                                    2           1        100 %

Total revenues                                                                                            $   930     $   795         17 %

º (ii)
º From fourth quarter 2008, we have changed our methodology for the calculation of organic growth in commissions and fees. Previously, organic growth included growth from acquisitions from the date of acquisition. Under the new method, the first twelve months of commissions and fees generated from acquisitions are excluded from organic growth in commissions and fees.

Our first quarter 2009 revenues at $930 million were $135 million, or 17 percent, higher than in 2008 reflecting a 28 percent benefit from net acquisitions and disposals principally attributable to HRH and organic commissions and fees growth of 2 percent. These benefits were partly offset by an 11 percent adverse impact from foreign currency translation and a decline in investment income compared to first quarter 2008.

Our International and Global operations earn a significant portion of their revenues in currencies other than the US dollar. In first quarter 2009, reported revenues in International and Global

were significantly adversely impacted by the year on year effect of foreign currency translation, in particular due to the strengthening of the dollar against both the euro and pound sterling, compared with first quarter 2008.

Investment income was $13 million in first quarter 2009, $9 million lower than same period 2008, with the decrease reflecting significantly lower average interest rates in 2009. The impact of rate decreases on our investment income is partially mitigated by our forward hedging program, from which we expect to generate significant additional income in 2009 compared to current LIBOR based rates.

Organic growth in commissions and fees in first quarter 2009 was 2 percent
compared with first quarter 2008 as the benefit of good net new business growth
particularly in our International and Global businesses was partly offset by the

impact of other market factors, including rate declines particularly in North
America.

Organic revenue growth by segment is discussed further in 'Operating
Results-Segment Information' below.

General and administrative expenses

                                                                                                            Three months ended
                                                                                                                March 31,
                                                                                                            2009         2008
                                                                                                            (millions, except
                                                                                                               percentages)
Salaries and benefits
                                                                                                           $    480     $    411
Other                                                                                                           138          149

General and administrative expenses                                                                        $    618     $    560

Compensation ratio or salaries and benefits as a percentage of revenues                                          52 %         52 %
Other as a percentage of revenues                                                                                15 %         19 %

General and administrative expenses at $618 million for first quarter 2009 were $58 million, or 10 percent, higher than in 2008. This increase was mainly attributable to:

º •
º the impact of expenses relating to the fourth quarter 2008 acquisition of HRH, equivalent to approximately 26 percentage points; and

º •
º a $20 million increase in pension expense, equivalent to 4 percentage points;

partly offset by

º •
º a year on year benefit from foreign currency of $48 million, equivalent to approximately 9 percentage points, as the impact of losses on forward contracts was more than offset by gains relating to the significant strengthening of the dollar against the pound sterling, in which our London market based operations incur the majority of their expenses, and the euro;

º •
º reductions in salaries and benefits, excluding pension costs, and discretionary expenses, including lower travel, legal and professional fees, driven by our right-sizing initiatives; and

º •
º the non-recurrence of an $18 million charge in first quarter 2008 for systems and property rationalization as part of the 2008 expense review, equivalent to approximately 3 percentage points.

Salaries and benefits were 52 percent of both first quarter 2009 and first quarter 2008 revenues. Excluding the impact of the HRH acquisition, salaries and benefits were 51 percent of revenue in first quarter 2009 compared with 52 percent in 2008, reflecting the benefits of:

º •
º cost controls including our previous Shaping our Future and 2008 expense review initiatives. Group headcount was approximately 350 lower than at December 31, 2008 despite recruiting an additional 100 staff in our Mumbai operations. We continue to actively manage headcount and incurred severance costs of $16 million in 2009 (2008: $16 million) relating to the elimination of approximately 300 further positions; and

º •
º a $4 million reduction in share-based compensation, which included a $5 million credit relating to certain 2008 awards linked to performance targets which we no longer expect to achieve in the current markets;

partly offset by

º •
º a $20 million increase in pension expense. This increase was mainly attributable to lower asset levels in both the UK and US plans following recent declines in the equity markets.

We have announced that we will close our US defined benefit plan to future accrual with effect from mid-May 2009. Consequently we will recognize a curtailment gain of $12 million in

second quarter 2009 and we now expect the full year 2009 charge for the US plan to be approximately $9 million compared with an expected $39 million charge had the plan not been closed to future accrual.

We have also suspended our US 401(k) match for 2009 which benefited first quarter 2009 by $3 million and will benefit full year 2009 by $9 million compared with 2008.

Other expenses were 15 percent of revenues in first quarter 2009 compared with 19 percent in 2008. Excluding the impact of the HRH acquisition, other expenses were 13 percent of

revenues in first quarter 2009 compared with 19 percent in 2008, with the decrease reflecting:

º •
º a reduction in discretionary expenses driven by our right-sizing initiatives; and

º •
º the year on year benefit from the $18 million systems and property rationalization charge relating to the first quarter 2008 expense review, attributable to 2 percentage points;

partly offset by

º •
º foreign currency translation losses arising on forward contracts maturing in first quarter 2009.

Amortization of intangible assets

Amortization of intangible assets for first quarter 2009 of $24 million was
$21 million higher than in same period 2008 with the increase primarily

attributable to the $20 million first quarter 2009 charge in respect of
intangible assets recognized on the HRH acquisition.

Operating income and margin (operating income as a percentage of revenues)

                                                                                                            Three months ending
                                                                                                                 March 31,
                                                                                                             2009          2008
. . .