This discussion includes references to non-GAAP financial measures as defined in Regulation G of SEC rules. We present these measures because we believe they are of interest to the investment community and they provide 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. Organic revenue growth excludes the impact of acquisitions and disposals and year over year movements in foreign exchange from revenue growth. We believe organic revenue growth is helpful in assessing the performance of operations that were part of our operations in both the current and prior periods, and is a measure against which these businesses may be assessed in the future. These financial measures should be viewed in addition to,

not in lieu of, the Company's unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2009.

This discussion includes forward-looking statements, including under the headings 'Business Overview and Market Outlook', 'Executive Summary', 'Operating Results - Group - Revenues', 'Operating Results - Segment Information - North America' 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.

REORGANIZATION

In September 2009, our board of directors approved changing our place of incorporation from Bermuda to Ireland. This move is part of a reorganization (the "Reorganization") that will create a newly formed Irish company, Willis Group Holdings Public Limited Company. On December 11, 2009, our shareholders will be asked to vote in favor of completing the Reorganization at a special shareholders meeting. If conditions are satisfied, including approval by our shareholders and the Supreme Court of Bermuda, Willis Group Holdings Public Limited Company will replace Willis Group Holdings as the ultimate parent company. We currently expect the change of our place of incorporation to become effective on December 31, 2009. We have filed with the Securities and Exchange Commission and mailed to our shareholders a proxy statement containing important

information regarding the Reorganization, which all shareholders are urged to read.

We do not expect the Reorganization will have any material impact on our financial results. Upon completion of the Reorganization, we will remain subject to the U.S. Securities and Exchange Commission reporting requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the NYSE, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. generally accepted accounting principles. We will also comply with any additional reporting requirements of Irish law. We expect the shares of the Irish company will continue to be listed on the New York Stock Exchange under the symbol "WSH."

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 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 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 follow the same trend as 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.

In 2009, the benefit of rate increases in the reinsurance market and stabilization in some specialty markets has been 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 America and UK and Ireland retail operations have been particularly impacted by the weakened economic climate and continued soft market with no material improvement in rates across most sectors. These have resulted in declines in 2009 revenues in these operations, particularly amongst our smaller clients who are especially vulnerable to the economic downturn. However, we have seen the rate at which our North America revenues have been declining moderate in the third quarter of 2009.

EXECUTIVE SUMMARY

Overview

Despite the difficult market conditions, we reported 2 percent organic commissions and fees growth for both the three and nine month periods ended September 30, 2009 compared with the same periods in 2008. This reflected growth in our Global operations, in particular in Reinsurance, and many of our International businesses partly offset by a fall in organic commissions and fees in our North America, UK and Irish retail operations where revenues were adversely impacted by the continued soft market and weak economic conditions.

Operating margin for third quarter 2009 at 11 percent was in line with third quarter 2008, and for the first nine months of 2009 operating margin was 21 percent, compared with 18 percent in 2008.

Results from continuing operations for third quarter 2009

Total revenues at $725 million for third quarter 2009 were $146 million, or 25 percent, higher than in third quarter 2008. Organic revenue growth of 2 percent and a 29 percent benefit from net acquisitions and disposals in third quarter 2009 was driven primarily by the fourth quarter 2008 acquisition of HRH, which was partly offset by a negative 3 percent impact from foreign currency

translation and a $12 million decrease in investment income compared to 2008.

Organic revenue growth of 2 percent reflected net new business growth of 5 percent and a 3 percent negative impact from declining premium rates and other market factors.

Operating margin was in line with third quarter of 2009 as the benefits of organic revenue growth and proactive expense management were offset by intangibles amortization relating to the HRH acquisition, increased pension expense and lower investment income.

Net income from continuing operations in third quarter 2009 was $78 million, or $0.46 per diluted share, compared with $36 million, or $0.25 per diluted share, in 2008. This increase included the benefit of a net $29 million tax credit for the quarter and higher earnings from associates, partly offset by the dilutive impact of HRH, including increased interest expense and intangibles amortization together with the increased sharecount arising from the acquisition.

Results from continuing operations for the nine months ended September 30, 2009

Total revenues at $2,439 million for the nine months ended September 30, 2009 were $404 million, or 20 percent, higher than in 2008.

Organic revenue growth of 2 percent was driven by growth in our Global and International operations and a 27 percent benefit from net acquisitions and disposals, mainly reflecting the HRH acquisition, which were partly offset by a negative 7 percent impact from foreign currency translation and a year over year decline in investment income.

Net income from continuing operations for the nine months ended September 30, 2009 was $357 million, or $2.13 per diluted share, compared with $241 million, or $1.70 per diluted share, in same period 2008.

New shares issued as part consideration for the HRH acquisition had a $0.35 dilutive impact on earnings per diluted share for the nine months ended September 30, 2009.

Discontinued operations

Income from discontinued operations relates to the disposals of our Bliss and Glennon operation and the assets related to the wholesale business of the Managing Agency Group, a US-based wholesale insurance operation, in the second and third quarters of 2009, respectively. There were no net gains or losses recognized on these disposals. These disposals were made as part of our plan to dispose of non-core HRH activities.

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:

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

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

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

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

• maintaining high producer retention levels;

• reducing our expense base through synergies and other cost savings. On a combined pro forma basis, we achieved approximately $50 million of cost savings in third quarter 2009 and we expect to deliver total synergies and cost savings in excess of $180 million in 2009;

• good progress on integration of all work streams; and

• that as of September 30, 2009, over 90 percent of HRH's property and casualty contingent commissions have either been converted into higher standard commissions or we have reaffirmed with carriers that the existing agreements will remain in force for so long as permitted by the regulatory authorities or until the commissions are converted, whichever occurs first.

We recognized goodwill on the HRH acquisition of approximately $1.6 billion. Based on our internal forecasts of the combined Willis North America 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 September 30, 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.

Gras Savoye

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 ("Gras Savoye"), our French Associate, 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 now control just under 50 percent of the voting rights.

In June 2009, the Company announced that it was in discussions regarding the potential sale of a portion of its interest in Gras Savoye. Since that time the Company has entered into an exclusive arrangement with Astorg Partners, a private equity fund, but we have not yet entered into any definitive sale agreement. Pending the finalization of the financing terms, we anticipate executing definitive agreements in the next few months. We expect that finalization of the transaction will:

• eliminate the put option presently exercisable by the Gras Savoye shareholders;

• generate cash proceeds of between $100 to $150 million which we intend to use to pay down debt;

• reduce our ownership interest to 33 percent; and

• give us a call option to acquire a majority interest in Gras Savoye in 2015.

We believe that the anticipated revised structure would provide both Gras Savoye and ourselves additional time to effect a better transition and integration of the two companies.

As of the date of this report, we do not expect the other Gras Savoye shareholders to exercise their currently existing put options within the next twelve months.

As a result of the significant uncertainties underlying these forward-looking statements, our inclusion of this information is not a representation or guarantee by us that our objectives, plans or statements will be achieved.

Cash and financing

Cash at September 30, 2009 was $203 million, $27 million higher than at December 31, 2008.

In March 2009, we issued 12.875% senior unsecured notes due 2016 in an aggregate principal amount of $500 million to Goldman Sachs Mezzanine Partners and its affiliates which generated net proceeds of $482 million. These proceeds, together with $208 million cash generated from operating activities and cash in hand, were used to pay down the $750 million outstanding on our interim credit facility as of December 31, 2008.

In September 2009, we issued $300 million of 7% senior notes due 2019 at a purchase price of 99.503% per note. We launched a tender offer on September 22, 2009 to repurchase all or any of our $250 million 5.125% senior notes due July 2010 at a premium of $27.50 per $1,000 face value. Notes totaling $160 million were tendered and repurchased using the proceeds from the issuance of our 7.0% senior notes on September 29, 2009.

Total debt, total equity and the capitalization ratio at September 30, 2009 were as follows:

                                       September 30,       December 31,
                                           2009                2008
                                       (millions, except percentages)

              Long-term debt         $           2,375     $       1,865
              Short-term debt                      231               785

              Total debt             $           2,606     $       2,650

              Total equity           $           2,201     $       1,895

              Capitalization ratio                  54 %              58 %

OPERATING RESULTS - GROUP

Revenues


                                                                                                 Change attributable to:
                                                                                      Foreign             Acquisitions        Organic
                                                                       %              currency                 and            revenue
Three months ended September 30              2009        2008        Change         translation             disposals        growth(i)
                                                (millions)

Global                                      $  175      $  159            10 %                  - %                   6 %             4 %
North America                                  320         175            83 %                  - %                  86 %            (3 )%
International                                  219         222            (1 )%                (5 )%                  1 %             3 %

Commissions and fees                        $  714      $  556            28 %                 (3 )%                 29 %             2 %

Investment income                               10          22           (55 )%
Other income                                     1           1             - %

Total revenues                              $  725      $  579            25 %

                                                                                                   Change attributable to:
                                                                                        Foreign             Acquisitions        Organic
                                                                        %              currency                  and            revenue
Nine months ended September 30             2009          2008         Change          translation             disposals        growth(i)
                                               (millions)

Global                                   $    657      $    627             5 %                  (5 )%                  5 %             5 %
North America                               1,023           559            83 %                   - %                  88 %            (5 )%
International                                 721           783            (8 )%                (14 )%                  1 %             5 %

Commissions and fees                     $  2,401      $  1,969            22 %                  (7 )%                 27 %             2 %

Investment income                              35            64           (45 )%
Other income                                    3             2            50 %

Total revenues                           $  2,439      $  2,035            20 %

(i) Revenues comprise commissions and fees, investment income and other income. Organic revenue growth excludes the impact of foreign currency translation, the first twelve months of net commission and fee revenues generated from acquisitions and the net commission and fee revenues related to operations disposed of in each period presented, from commissions and fees. Our method of calculating this measure may differ from that used by other companies and therefore comparability may be limited.

Revenues for the third quarter and first nine months of 2009 were significantly higher than 2008 due to the acquisition of HRH in fourth quarter 2008. The benefit of the acquisition revenues was partly offset by an adverse year over year impact from foreign currency translation and lower investment income due to sharply reduced global interest rates.

Our International and Global operations earn a significant portion of their revenues in currencies other than the US dollar. In the three and nine months ended September 30, 2009, reported revenues were adversely impacted by the year on year effect of foreign currency translation: in particular due to the strengthening of the dollar against the euro and against the pound sterling, compared with 2008.

Investment income in third quarter 2009 was $12 million lower than 2008 and $29 million lower for the first nine months of 2009, with the decreases

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. We currently expect that full year 2009 investment income will be in the range of $43 to $47 million.

Organic growth in commissions and fees was 2 percent for both the third quarter and first nine months of 2009 as the benefit of good growth in our Global operations and many of our International operations was partly offset by declines in our North America, UK and Irish retail operations reflecting the weak economic environments and continuing soft market conditions.

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

General and administrative expenses

                                                            Three months                   Nine months
                                                        ended September 30,            ended September 30,
                                                         2009           2008           2009            2008
                                                                  (millions, except percentages)

Salaries and benefits                                 $      449       $   359      $    1,372       $  1,198
Other                                                        151           131             428            421

General and administrative expenses                   $      600       $   490      $    1,800       $  1,619

Salaries and benefits as a percentage of revenues             62 %          62 %            56 %           59 %

Other as percentage of revenues                               21 %          23 %            18 %           21 %

We continue to manage our expense base aggressively and 2009 has benefited from both our 2008 expense review and our Right Sizing Willis initiatives. These initiatives, and the higher than expected synergies from the HRH acquisition, have allowed us to significantly reduce the pro forma expense base of the combined Group despite continued investment expenditures to support our Shaping our Future initiatives.

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.

Additionally, 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 the nine months ended September 30, 2009, we incurred severance costs of $18 million pre-tax ($13 million net of tax, equivalent to $0.08 per diluted share) in connection with our Right Sizing Willis initiatives, none of which were incurred in third quarter 2009.

In the nine months ended September 30, 2008, we incurred pre-tax costs of $95 million ($68 million net of tax, equivalent to $0.47 per diluted share) in connection with the 2008 expense review, none of which were incurred in third quarter 2008. The 2008 costs comprised:

• $42 million to buy out remuneration packages that did not align with the Group's overall remuneration strategy;

• $24 million of severance costs relating to approximately 350 positions which were eliminated; and

• $29 million of other operating expenses, including property and systems rationalization costs.

Third quarter 2009

General and administrative expenses at $600 million for third quarter 2009 were $110 million, or

22 percent, higher than in 2008. This increase was mainly attributable to:

• the impact of expenses relating to HRH, equivalent to approximately 21 percentage points; and

• increased pension costs, equivalent to approximately 3 percentage points;

partly offset by

• a significant reduction in discretionary expenses, including lower travel and entertainment, legal and professional fees, driven by our Right Sizing Willis initiatives; and

• a year over year benefit from foreign currency translation of $33 million, equivalent to approximately 7 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, together with the benefit of lower foreign exchange losses relating to the UK sterling pension asset.

Salaries and benefits were 62 percent of both third quarter 2009 and 2008 revenues as the benefit of:

• good cost controls including our previous Shaping our Future and 2008 expense review initiatives together with the benefits from our Right Sizing Willis initiatives in 2009;

were offset by

• a $16 million increase in pension expense which mainly reflected the impact of lower asset levels in our UK pension plans following recent declines in the equity market, equivalent to approximately 3 percentage points.

Other expenses were 21 percent of revenues in third quarter 2009 compared with 23 percent in 2008, reflecting the benefits of:

• a significant reduction in discretionary expenses driven by our Right Sizing Willis initiatives together with cost savings from HRH synergies in 2009, in particular our travel and entertainment expenses were approximately $30 million lower than in 2008;

partly offset by

• the impact of foreign currency translation losses arising on forward contracts maturing in third quarter 2009, compared with gains on the equivalent contracts in 2008.

Nine months ended September 30, 2009

General and administrative expenses at $1,800 million for the first nine months of 2009 were $181 million, or 11 percent, higher than in 2008 with the increase mainly reflecting:

• the impact of expenses relating to HRH, equivalent to approximately 24 percentage points; and

• a $41 million increase in pension costs, equivalent to approximately 3 percentage points;

partly offset by

• the $77 million reduction in costs associated with our Right Sizing Willis and 2008 expense review, as discussed above, equivalent to 5 percentage points, of which $48 million related to salaries and benefits and $29 million to other expenses;

• the benefit of a significant reduction in discretionary expenses, including lower travel and entertainment, legal and professional fees, driven by our Right Sizing Willis initiatives; and

• a year over year benefit from foreign currency translation of $135 million, equivalent to approximately 8 percentage points, as the impact of losses on forward contracts was more than offset by gains relating to the significant year over year strengthening of the dollar against the pound sterling, in which our London market based operations incur the majority of their expenses, and the euro, together with the benefit of lower foreign exchange losses relating to the UK sterling pension asset.

Salaries and benefits were 56 percent of revenues for the nine months ended September 30, 2009, compared with 59 percent in 2008 reflecting the benefits of:

• the $48 million reduction in costs incurred in connection with our Right Sizing Willis initiatives

and 2008 expense review, equivalent to approximately 2 percentage points;

. . .