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WILLIS GROUP HOLDINGS LIMITED ANNOUNCES SECONDARY OFFERING OF COMMON STOCK

NEW YORK (April 28, 2003) -- Willis Group Holdings Limited (NYSE: WSH), the global insurance broker, today announced that certain of its shareholders commenced a secondary offering of 17,400,000 shares of common stock. The offered shares are being sold by Profit Sharing (Overseas), Limited Partnership, an affiliate of Kohlberg Kravis Roberts & Co. L.P., and Fisher Capital Corp. L.L.C. The selling shareholders also intend to grant to the underwriters an option for a period of 30 days to purchase up to an aggregate of 2,600,000 additional common shares to cover over-allotments, if any. Willis will not issue any shares of common stock in the offering.

Banc of America Securities LLC, Credit Suisse First Boston and J.P. Morgan Securities Inc. will be joint book-running managers of the offering. A preliminary prospectus relating to the proposed common stock offering may be obtained by contacting:

Banc of America Securities LLC
Prospectus Department
100 West 33rd Street
New York, NY 10001
646-733-4166

Credit Suisse First Boston
Prospectus Department
One Madison Avenue
New York, NY 10010
212-325-2580

JP Morgan Securities
Prospectus Department
277 Park Avenue
New York, NY 10172
212-622-5219

The offering will be made under an effective shelf registration statement and is expected to price later this week.

Joe Plumeri, Chairman and CEO of Willis said, "We are excited by this opportunity to broaden our shareholder base with long-term institutional investors and to increase the liquidity in our common stock. We believe that Willis' newly instituted common dividend and its strong operating performance, as evidenced by the Company's first quarter 2003 results, are examples of our continuous efforts to enhance shareholder value."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities is made only by means of the prospectus.

Willis Group Holdings is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. With over 300 offices in about 80 countries, its global team of 13,000 associates serves clients in 180 countries.

Contacts:

Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro,
+1 212/837-0880
calaiaro_ke@willis.com

Media:
Nicholas Jones,
+1 44 20 7488-8190
jonesnr@willis.com
 
or
 
Dan Prince,
+1 212 837-0806
prince_da@willis.com

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