UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.       )

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Filed by a Party other than the Registrant o

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þ		Preliminary Proxy Statement		o		Confidential, for Use of the Commission Only
o		Definitive Proxy Statement				(as permitted by Rule 14a-6(e)(2))
o		Definitive Additional Materials
o		Soliciting Material Under §240.14a-12

Willis Group Holdings Limited

N/A

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o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

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	(1)		Amount previously paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

          , 2009

Dear Shareholder:

     On           , 2009, at           , local time, we will hold a special court-ordered meeting of the holders of our common shares at                     ,                    , Dublin, Ireland           .

     Our board of directors has approved, and is submitting to the holders of our common shares for their approval, a proposal that would result in your holding shares in an Irish company rather than a Bermuda company. The proposed scheme of arrangement under Bermuda law will effectively change our place of incorporation from Bermuda to Ireland. Following our move to Ireland, the number of shares you will own in Willis Group Holdings plc, the Irish company, will be the same as the number of common shares you held in Willis Group Holdings Limited, the Bermuda company, immediately prior to the completion of the transaction, and your relative economic interest in Willis will remain unchanged. The special court-ordered meeting to approve the scheme of arrangement is being held in accordance with an order of the Supreme Court of Bermuda issued on           , 2009, which Bermuda law required us to obtain prior to holding the meeting. If the holders of our common shares approve the scheme of arrangement at the meeting, we will be required to make a subsequent application to the Supreme Court of Bermuda seeking sanction or approval of the scheme of arrangement. This application is expected to be heard on           , 2009.

     After the completion of the transaction, the Irish company will continue to conduct the same business operations as conducted by the Bermuda company before the transaction. We expect the shares of the Irish company to be listed on the New York Stock Exchange (“NYSE”) under the symbol “WSH,” the same symbol under which your common shares are currently listed. Upon completion of the transaction, 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.

     If the scheme of arrangement is approved, we will also ask you at the meeting to approve a proposal to create “distributable reserves,” which are required under Irish law in order to permit us to continue to pay quarterly dividends following the transaction. Approval of the “distributable reserves” proposal is not a condition to proceeding with the scheme of arrangement.

     Under U.S. federal income tax law, the holders of our common shares generally should not recognize any gain or loss on the transaction.

     This proxy statement provides you with detailed information regarding the transaction. We encourage you to read this entire document carefully. You should carefully consider “Risk Factors” beginning on page      for a discussion of risks before voting at the meeting.

     The transaction cannot be completed without (1) the affirmative vote of a majority in number of the holders of our common shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the common shares present and voting on the proposal, whether in person or by proxy and (2) the approval of the Supreme Court of Bermuda. Your board of directors recommends that you vote to approve all of the proposals on the agenda.

     Please mark, date, sign and return the enclosed proxy card in the enclosed, postage-paid envelope as promptly as possible, or appoint a proxy to vote your shares by using the Internet or by telephone, as described in the attached proxy statement, so that your shares may be represented at the special court-ordered meeting and voted in accordance with your wishes.

     If you have any questions about the meeting, or if you require assistance, please call            at (toll-free in the U.S.) or           (call collect).

Sincerely,

Joseph J. Plumeri
Chairman and Chief Executive Officer

Willis Group Holdings Limited
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda

     Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the transaction or determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

     The proxy statement is dated           , 2009 and is first being mailed to shareholders on or about           , 2009.

NOTICE OF SPECIAL COURT-ORDERED MEETING OF COMMON SHAREHOLDERS
IN THE SUPREME COURT OF BERMUDA
CIVIL JURISDICTION (COMMERCIAL COURT)
2009: NO.

IN THE MATTER OF WILLIS GROUP HOLDINGS LIMITED
AND IN THE MATTER OF SECTION 99 OF THE COMPANIES ACT 1981

NOTICE OF MEETING OF WILLIS GROUP HOLDINGS LIMITED
COMMON SHAREHOLDERS TO BE HELD ON           , 2009

To the holders of common shares of Willis Group Holdings Limited:

     Willis Group Holdings Limited, a company organized under the laws of Bermuda (“Willis-Bermuda”), will hold a special court-ordered meeting of the holders of its common shares at           , commencing at           , local time, on           , 2009 to vote:

	1.		to approve a scheme of arrangement substantially in the form attached as Annex A to the accompanying proxy statement (the “Scheme of Arrangement”). If the Scheme of Arrangement is approved and becomes effective, it will effect a transaction (the “Transaction”) pursuant to which your common shares of Willis-Bermuda will be cancelled and you will receive, on a one-for-one basis, new ordinary shares of an Irish company named Willis Group Holdings plc (“Willis-Ireland”); and
	2.		if the Scheme of Arrangement is approved, to approve the creation of distributable reserves of Willis-Ireland (through the reduction of the share premium account of Willis-Ireland) that was previously approved by Willis-Bermuda and the other current shareholders of Willis-Ireland (as described in the accompanying proxy statement). We refer to this proposal as the “distributable reserves proposal.”

     If any other matters properly come before the meeting or any adjournments or postponements of the meeting occur, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion.

     All registered holders of Willis-Bermuda common shares at the close of business on          , 2009 are entitled to notice of, and to vote at, the special court-ordered meeting and any adjournments or postponements thereof.

     The accompanying proxy statement and the accompanying proxy card are first being sent to Willis-Bermuda common shareholders on or about           , 2009.

     Either an admission ticket or proof of ownership of common shares, as well as a form of personal identification and proof of address, must be presented in order to be admitted to the meeting. If you are a shareholder of record, your admission ticket is attached to the accompanying proxy card. If you plan to attend the meeting, please vote your proxy, but keep the admission ticket and bring it to the meeting together with a form of personal identification and proof of address. If your shares are held in the name of a bank, broker or other holder of record and you plan to attend the special court-ordered meeting of Willis-Bermuda common shareholders, you must present proof of your ownership of common shares, such as a bank or brokerage account statement, together with a form of personal identification and proof of address, to be admitted to the meeting. If you would rather have an admission ticket, you can obtain one by following the instructions in the accompanying proxy statement. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted at the meeting.

     The special court-ordered meeting of Willis-Bermuda common shareholders is being held in accordance with an order of the Supreme Court of Bermuda issued on           , 2009, which Bermuda law required us to obtain prior to holding the meeting. If Willis-Bermuda common shareholders approve the Scheme of Arrangement at the meeting, we will make a subsequent application to the Supreme Court of

Bermuda seeking sanction or approval of the Scheme of Arrangement, which must be obtained as a condition to the Scheme of Arrangement becoming effective. We expect the sanction hearing to be held on          , 2009 at the Supreme Court of Bermuda in Hamilton, Bermuda. If you are a Willis-Bermuda common shareholder who wishes to appear in person or by counsel at the sanction hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement, you may do so. In addition, the Supreme Court has wide discretion to hear from interested parties. Willis-Bermuda will not object to the participation in the sanction hearing by any Willis-Bermuda common shareholder who holds shares through a broker.

     This notice incorporates the accompanying proxy statement.

By Order of the Board of Directors

Adam G. Ciongoli
Secretary

Dated:           , 2009

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL COURT-ORDERED MEETING, PLEASE PROMPTLY RETURN YOUR SIGNED PROXY IN THE ENCLOSED ENVELOPE OR DIRECT THE VOTING OF YOUR COMMON SHARES BY INTERNET OR BY TELEPHONE AS DESCRIBED ON YOUR PROXY CARD.

The accompanying proxy statement incorporates documents by reference. Please see “Where You Can Find More Information” beginning on page      for a listing of documents incorporated by reference. These documents are available to any person, including any beneficial owner, upon request from the Company Secretary, c/o Office of the General Counsel, Willis Group Holdings Limited, One World Financial Center, 200 Liberty Street, New York, NY 10281-1003. To ensure timely delivery of these documents, any request should be made by           , 2009. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in the accompanying proxy statement.

TABLE OF CONTENTS

Table of Contents

TRANSACTION STRUCTURE			2
QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION			4
SUMMARY			16
Parties to the Transaction			16
The Transaction			16
Reasons for the Transaction			17
Tax Considerations			19
Rights of Shareholders			19
Stock Exchange Listing			20
Court Sanction of the Scheme of Arrangement			20
Creation of Distributable Reserves			20
Market Price and Dividend Information			20
No Appraisal Rights			21
Accounting Treatment of the Transaction			21
Special Court-Ordered Meeting			21
Recommendation of the Board of Directors			21
Required Vote			21
Proxies			22
Selected Historical Financial and Other Data			22
Unaudited Summary Pro Forma Financial Information			24
RISK FACTORS			25
FORWARD-LOOKING STATEMENTS			29
PROPOSAL NUMBER ONE: THE TRANSACTION			30
Overview			30
Background and Reasons for the Transaction			31
Amendment, Termination or Delay			32
Conditions to Consummation of the Transaction			33
Court Sanction of the Scheme of Arrangement			33
Federal Securities Law Consequences; Resale Restrictions			34
Effective Date and Transaction Time			35
Management of Willis-Ireland			35
Deeds of Indemnification			36
Interests of Certain Persons in the Transaction			36
Required Vote; Board Recommendation			36
Regulatory Matters			37
No Appraisal Rights			37
No Action Required to Cancel Willis-Bermuda Shares and Receive Willis-Ireland Shares			37
Dividend Policy			37
Share Compensation Plans			37
Stock Exchange Listing			38
Accounting Treatment of the Transaction			38
Supplemental Indentures			38
Credit Agreement			38
Effect of the Transaction on Potential Future Status as a Foreign Private Issuer			39
PROPOSAL NUMBER TWO: CREATION OF DISTRIBUTABLE RESERVES			40
MATERIAL TAX CONSIDERATIONS			41
U.S. Federal Income Tax Considerations			41
Irish Tax Considerations			45
UK Tax Considerations			49
Bermuda Tax Considerations			52
DESCRIPTION OF WILLIS GROUP HOLDINGS PLC SHARE CAPITAL			53
Capital Structure			53

Pre-emption Rights, Share Warrants and Share Options			54
Dividends			54
Share Repurchases, Redemptions and Conversions			55
Bonus Shares			57
Consolidation and Division; Subdivision			57
Reduction of Share Capital			57
Annual Meetings of Shareholders			57
Special Meetings of Shareholders			58
Quorum for General Meetings			58
Voting			59
Variation of Rights Attaching to a Class or Series of Shares			60
Inspection of Books and Records			60
Acquisitions			60
Appraisal Rights			60
Disclosure of Interests in Shares			61
Anti-Takeover Provisions			61
Corporate Governance			64
Legal Name; Formation; Fiscal Year; Registered Office			64
Duration; Dissolution; Rights upon Liquidation			64
Uncertificated Shares			64
Stock Exchange Listing			64
No Sinking Fund			65
No Liability for Further Calls or Assessments			65
Transfer and Registration of Shares			65
COMPARISON OF RIGHTS OF SHAREHOLDERS AND POWERS OF THE BOARD OF DIRECTORS			67
Capitalization			67
Pre-emption Rights, Share Warrants and Share Options			70
Distributions and Dividends; Repurchases and Redemptions			71
Shareholder Approval of Business Combinations			78
Disclosure of Interests in Shares			80
Appraisal Rights			82
Other Anti-Takeover Measures			82
Election of Directors			87
Vacancies on Board of Directors			88
Removal of Directors			89
Board and Committee Composition; Management			89
Duties of the Board of Directors			89
Indemnification of Directors and Officers; Insurance			90
Limitation on Director Liability			91
Conflicts of Interest			92
Shareholders’ Suits			93
Shareholder Consent to Action Without Meeting			94
Annual Meetings of Shareholders			94
Special Meetings of Shareholders			95
Record Dates for Shareholder Meetings			97
Director Nominations; Proposals of Shareholders			97
Adjournment of Shareholder Meetings			98
Quorum Requirements			99
Voting Rights			99
Variation of Rights Attaching to a Class or Series of Shares			101
Amendment of Governing Documents			101
Inspection of Books and Records			102
Transfer and Registration of Shares			102
Rights upon Liquidation			105
Enforcement of Civil Liabilities Against Foreign Persons			106
THE SPECIAL COURT-ORDERED MEETING			108

General			108
Time, Place and Date			108
Purpose of the Meeting			108
Record Date; Voting Rights; Vote Required for Approval			108
Proxies			109
How You Can Vote			110
Validity			111
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			112
MARKET PRICE AND DIVIDEND INFORMATION			115
TAX MATTERS			116
FUTURE SHAREHOLDER PROPOSALS			116
HOUSEHOLDING			117
WHERE YOU CAN FIND MORE INFORMATION			117
Annex A—Scheme of Arrangement			A-1
Annex B—Memorandum and Articles of Association of Willis plc			B-1
Annex C—Relevant Territories			C-1
Annex D—Order of the Supreme Court of Bermuda			D-1
Annex E—Expected Timetable			E-1

WILLIS GROUP HOLDINGS LIMITED
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda

PROXY STATEMENT

For the Special Court-Ordered Meeting of Common Shareholders
to be held on            , 2009

     This proxy statement is furnished to the common shareholders of Willis Group Holdings Limited (sometimes referred to herein as “Willis-Bermuda”) in connection with the solicitation of proxies on behalf of the board of directors of Willis-Bermuda to be voted at Willis-Bermuda’s special court-ordered meeting of common shareholders (the “meeting” or “special court-ordered meeting”) to be held on               , 2009, and any adjournments or postponements thereof, at the times and places and for the purposes set forth in the accompanying Notice of Special Court-Ordered Meeting of Common Shareholders. This proxy statement and the accompanying proxy card are first being sent to Willis-Bermuda common shareholders on or about               , 2009. Please mark, date, sign and return the enclosed proxy card to ensure that all of your shares are represented at the special court-ordered meeting.

     Shares represented by valid proxies will be voted in accordance with instructions contained therein or, in the absence of such instructions, at the proxy’s discretion. You may revoke your proxy at any time before it is exercised at the special-court ordered meeting by submitting another properly signed, later-dated proxy (including an Internet or telephone proxy) or voting in person at the meeting. You may also submit another proxy or notify our Secretary in writing before the special court-ordered meeting that you are revoking your proxy, which proxy or notice must be received no later than 5:00 p.m. Eastern Time on            , 2009. If you hold your shares beneficially, please follow the procedures required by your broker to revoke a proxy. You should contact your broker directly for more information on these procedures.

     The board of directors has fixed the close of business on            , 2009 as the record date for determination of common shareholders entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof. As of the record date, there were           common shares of Willis-Bermuda issued and outstanding.

     All shareholders are invited to attend the special court-ordered meeting of Willis-Bermuda common shareholders. Either an admission ticket or proof of ownership of common shares, as well as a form of personal identification and proof of address, must be presented in order to be admitted to the meeting. If you are a shareholder of record, your admission ticket is attached to the enclosed proxy card. If you plan to attend the meeting, please vote your proxy, but keep the admission ticket and bring it to the meeting together with a form of personal identification and proof of address.

     If your shares are held in the name of a bank, broker or other holder of record and you plan to attend the special court-ordered meeting of Willis-Bermuda common shareholders, you must present proof of your ownership of common shares, such as a bank or brokerage account statement, together with a form of personal identification and proof of address, to be admitted to the meeting. If you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of common shares, to:

Company Secretary
c/o Office of the General Counsel
Willis Group Holdings Limited
One World Financial Center
200 Liberty Street
New York, NY 10281-1003

TRANSACTION STRUCTURE

     We are seeking your approval at the special court-ordered meeting of a scheme of arrangement (the “Scheme of Arrangement”) under Bermuda law that will result in you owning ordinary shares of Willis Group Holdings plc, a company incorporated in Ireland and currently a subsidiary of Willis Group Holdings Limited (“Willis-Ireland”), instead of common shares of Willis Group Holdings Limited (“Willis-Bermuda”).

     As explained in more detail below, the Scheme of Arrangement will effect a transaction (the “Transaction”), pursuant to which your common shares of Willis-Bermuda will be cancelled and you will receive, on a one-for-one basis, new ordinary shares of Willis-Ireland.

     The Transaction involves several steps. Willis-Bermuda, the Bermuda company whose common shares you currently own, formed Willis-Ireland as a direct subsidiary on September 24, 2009. On            , 2009, we petitioned the Supreme Court of Bermuda to order the calling of the meeting of Willis-Bermuda common shareholders to approve the Scheme of Arrangement. On             , 2009, the Supreme Court of Bermuda ordered us to seek your approval of the Scheme of Arrangement. We will hold the special court-ordered meeting to approve the Scheme of Arrangement on             , 2009. If we obtain the necessary approval from Willis-Bermuda’s common shareholders, the Supreme Court of Bermuda will hold a second hearing expected to be held on             , 2009, to sanction the Scheme of Arrangement (the “Sanction Hearing”). Assuming we receive the necessary approvals from Willis-Bermuda’s common shareholders and the Supreme Court of Bermuda and the conditions to consummation of the Transaction are satisfied (and we do not abandon the Transaction), we will file the court order sanctioning the Scheme of Arrangement with the Bermuda Registrar of Companies, at which time the Scheme of Arrangement will become effective.

     Various steps of the Transaction will effectively occur simultaneously at the “Transaction Time.” We currently expect the Scheme of Arrangement to become effective at 6:59 p.m. Eastern Time on            , 2009, which we refer to as the “Transaction Time,” which we anticipate will be after the close of trading on the New York Stock Exchange (“NYSE”) on the day the Scheme of Arrangement becomes effective and before the opening of trading on the NYSE on the next business day.

     At the Transaction Time, the following steps of the Transaction will effectively occur simultaneously:

	1.		All Willis-Bermuda common shares in issue shall be cancelled and shall cease to exist.
	2.		Willis-Ireland will issue ordinary shares on a one-for-one basis to the holders of Willis-Bermuda common shares that have been cancelled; provided, however, we will not issue Willis-Ireland ordinary shares in substitution for common shares held by Willis-Bermuda (other than shares held by or for the benefit of certain equity incentive plans).
	3.		In consideration for the issuance by Willis-Ireland of its ordinary shares to the Willis-Bermuda common shareholders as set forth in paragraph 2 above, Willis-Bermuda will allot and issue            fully paid Willis-Bermuda common shares to Willis-Ireland (which will then comprise all the Willis-Bermuda common shares in issue).
	4.		All previously outstanding ordinary shares of Willis-Ireland, which prior to the Transaction Time will be held by Willis-Bermuda and its nominees, will be acquired by Willis-Ireland and cancelled for no consideration in accordance with a resolution passed by Willis-Bermuda and the other current shareholders of Willis-Ireland.

     As a result of the Transaction, the common shareholders of Willis-Bermuda will become shareholders of Willis-Ireland, and Willis-Bermuda will become a wholly-owned subsidiary of Willis-Ireland.

     In connection with the completion of the Transaction, Willis-Ireland will assume, on a one-for-one basis, Willis-Bermuda’s existing obligations to deliver shares under our equity incentive and other similar equity awards. Willis-Ireland will also assume the obligations of Willis-Bermuda as a guarantor under the

indentures governing our outstanding notes and our credit agreement. Please see “Proposal Number One: The Transaction—Supplemental Indentures” and “—Credit Agreement.” In addition, any securities issued by Willis-Bermuda or its subsidiaries that are convertible, exchangeable or exercisable into common shares of Willis-Bermuda will become convertible, exchangeable or exercisable, as the case may be, into ordinary shares of Willis-Ireland. Further, after the Transaction we expect to transfer the assets of Willis-Bermuda to Willis-Ireland and/or a subsidiary of Willis-Ireland and thereafter liquidate or dissolve Willis-Bermuda, as required by Willis-Bermuda’s bye-laws. We refer to the foregoing transactions, together with the steps of the Transaction, as the “Reorganization.”

     At September 1, 2009, 166,661,539 common shares of Willis-Bermuda were issued and outstanding and an additional 11,241 common shares were held in treasury.

     There currently are no fractional shares held of record and we do not expect there to be any such fractional shares held of record immediately prior to the Transaction Time.

     The following diagram depicts our organizational structure immediately before and after the Transaction. The diagram does not depict any legal entities owned by Willis-Bermuda nor any aspects of the Reorganization that take place immediately after the Transaction Time.

     In this Proxy Statement, we sometimes refer to Willis-Bermuda before the Transaction and Willis-Ireland after the Transaction as “Willis,” “we,” “us,” or “our.”

QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION

Q:		What am I being asked to vote on at the meeting?
A:		You are being asked to vote on a Scheme of Arrangement under Bermuda law that will effect the Transaction, pursuant to which your common shares of Willis-Bermuda will be cancelled and you will receive, on a one-for-one basis, new ordinary shares of Willis-Ireland for the purpose of changing our place of incorporation from Bermuda to Ireland. As a result of the Transaction, common shareholders of Willis-Bermuda will become shareholders of Willis-Ireland. Many of the principal attributes of Willis-Bermuda’s common shares and Willis-Ireland’s ordinary shares will be similar. However, there are differences between what your rights will be under Irish law and what they currently are under Bermuda law. In addition, there are differences between Willis-Bermuda’s memorandum of association and bye-laws and Willis-Ireland’s memorandum and articles of association as they will be in effect after the Transaction. We discuss these differences in detail under “Description of Willis Group Holdings plc Share Capital” and “Comparison of Rights of Shareholders and Powers of the Board of Directors.” Willis-Ireland’s memorandum and articles of association substantially in the form they will be in effect after the Transaction are attached as Annex B to this proxy statement.
		If the Scheme of Arrangement is approved, you will also be asked at the special court-ordered meeting to vote on a proposal to approve the creation of distributable reserves of Willis-Ireland (through the reduction of the share premium account of Willis-Ireland) that was previously approved by Willis-Bermuda and the other current shareholders of Willis-Ireland (as described in this proxy statement). Approval of the distributable reserves proposal is not a condition to the Transaction, but is required under Irish law to continue our existing dividend payments. Please see “Proposal Number Two: Creation of Distributable Reserves.”
Q:		Why do you want to change Willis’ place of incorporation from Bermuda to Ireland?
A:		We are currently incorporated in Bermuda, where we have been incorporated since February 8, 2001. While our tenure in Bermuda has served Willis-Bermuda and its shareholders well, the board of directors has had cause to revisit the decision regarding the location of our place of incorporation and determined that it no longer remained appropriate to be located in Bermuda because proposals have from time to time been made and/or legislation has been introduced to change the United States (“U.S.”) tax laws that, if enacted, could increase our tax burden. In addition, the Organisation for Economic Co-operation and Development (“OECD”) has issued a statement whereby they are expected to use tax policy to address certain tax haven issues. Also, there continues to be negative publicity regarding, and criticism of, companies that are domiciled in countries that do not have a substantial network of commercial, tax and other treaties and trade agreements.
		After considering various factors and reviewing a number of different countries, our board of directors determined that it was advisable to change the jurisdiction of incorporation of the parent company of Willis to Ireland.
		Our board of directors’ determination that Ireland is the preferred choice for the domicile of the Willis parent company followed a study by management and outside advisors, and was reached based on many factors, including the following, in addition to those described above:

	•		As we continue to grow our business internationally, we believe that moving to Ireland will facilitate future business expansion. We have had company operations serving a wide range of clients in Ireland since 1903. Currently, we have approximately 300 employees in Ireland and we are one of the largest insurance brokers in Ireland. We intend to hire additional employees in Ireland to assist with board meetings and other head office functions.
	•		Ireland has strong international relationships as a member of the European Union (“EU”) and a long history of international investment and long-established commercial relationships, trade agreements and tax treaties with the other EU member states, the U.S. and other countries around the world where we do business. Ireland is also a founding member of the OECD. As a result, we

believe Ireland offers a stable long-term legal and regulatory environment with the financial and legal infrastructure to meet our needs, and that changing our jurisdiction of incorporation to Ireland may:

	•		improve our position with respect to various OECD and EU withholding and other tax proposals that could adversely affect companies incorporated in certain jurisdictions outside the OECD or the EU;
	•		improve our position with respect to certain U.S. federal and state legislative and regulatory proposals;
	•		permit favorable EU tax directives to apply to us; and
	•		permit us to maintain a competitive worldwide effective corporate tax rate.

	•		Ireland, like Bermuda, the UK and the U.S., is an English-speaking common law jurisdiction. As such, we believe its legal system is less prescriptive and more flexible than those of civil law jurisdictions and also more familiar to us and our shareholders.
	•		Ireland permits the payment of dividends in U.S. dollars.
	•		Ireland is the only English-speaking member of the eurozone.

We cannot assure you that the anticipated benefits of the Reorganization will be realized. In addition to the potential benefits described above, the Reorganization will expose you and us to some risks. These risks include the following:

	•		your rights as a shareholder will change due to differences between Bermuda and Irish law and between the governing documents of Willis-Bermuda and Willis-Ireland;
	•		our effective tax rate may increase whether we effect the Reorganization or not;
	•		legislative and regulatory action could materially and adversely affect us regardless of whether we complete the Reorganization;
	•		the Reorganization may result in additional costs even if it is not completed;
	•		potential changes may be required to the financial or other terms of our credit agreement or indentures in connection with obtaining the appropriate consents, waivers and/or amendments required for or supplemental indentures entered into in connection with the Reorganization;
	•		we may choose to abandon the Transaction;
	•		if the distributable reserves proposal is not approved, Willis-Ireland may not be able to pay dividends or repurchase shares following the Transaction;
	•		increased shareholder voting requirements in Ireland will reduce our flexibility in some aspects of capital management and our ability to amend the articles of association;
	•		the board of directors may be subject to takeover regulation under Irish law not necessarily

applicable in Bermuda;

	•		the transfer of Willis-Ireland shares after the Transaction may be subject to Irish stamp duty;
	•		dividends paid following the Transaction may be subject to Irish dividend withholding tax or Irish income tax; and
	•		the market for Willis-Ireland shares may differ from the market for Willis-Bermuda shares.

Please see the discussion under “Risk Factors.” Our board of directors has considered both the potential advantages of the Transaction and the associated risks and has approved the Scheme of Arrangement and recommends that the shareholders vote for the Scheme of Arrangement. Please see “Proposal Number One: The Transaction—Background and Reasons for the Transaction” for more information.

Q:		Will the Transaction affect Willis’ current or future operations?
A:		We believe that the Transaction will have no material impact on how we conduct our day-to-day operations. The location of our future operations will depend on the needs of our business, independent of our legal domicile.
Q:		How will the Transaction affect Willis’ presence in Ireland and around the world?
A:		Except for our increased presence in Ireland, there are no changes planned for our operations or workforce in the U.S. or elsewhere as a result of the Transaction.
Q:		What will be Willis’ corporate presence in Ireland?
A:		Willis-Ireland has been incorporated in Ireland and is subject to Irish law. Our intention is that we will hold all of our regularly scheduled board of directors meetings and annual general shareholders meetings in Ireland. We have ongoing operations with approximately 300 employees in Ireland and we are currently one of the largest insurance brokers in Ireland. We intend to hire additional employees in Ireland to assist with board meetings and other head office functions.
Q:		Will the Transaction dilute my economic interest?
A:		No, your relative economic ownership in Willis will not change as a result of the Transaction.
Q:		How will the Transaction affect Willis’ financial reporting and the information Willis provides to its shareholders?
A:		Upon completion of the transaction, we will remain subject to the U.S. Securities and Exchange Commission (the “SEC”) 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 (“U.S. GAAP”). We will continue to file reports on Forms 10-K, 10-Q and 8-K with the SEC, as we currently do. We will also comply with any additional reporting requirements of Irish law.
Q:		What impact will the Reorganization have on our current debt arrangements?
A:		We expect no material impact on our senior notes or our credit agreement.
		In connection with the Reorganization, Willis-Ireland expects to enter into supplemental indentures to the indentures governing our outstanding notes, including pursuant to which supplemental indentures Willis-Ireland or its subsidiaries will guarantee the obligations of the issuers of the notes. We will seek consents, waivers, and/or amendments to our five-year credit agreement in order to avoid any technical defaults that would otherwise result in connection with the Reorganization. One of the conditions to

consummation of the Reorganization is that we enter into supplemental indentures and/or obtain the appropriate consents, waivers and/or amendments under our credit agreement on terms acceptable to us, although we may waive this condition. Please see “Proposal Number One: The Transaction—Conditions to Consummation of the Transaction.” Although we expect that no material change would be made to the financial or other terms of the credit agreement in connection with obtaining the appropriate consents, waivers and/or amendments, we cannot guarantee that there would not be any such material change. Please see “Proposal Number One: The Transaction—Supplemental Indentures,” “—Credit Agreement” and “Risk Factors.”

Q:		Will the Transaction impact Willis’ ability to access the capital and bank markets in the future?
A:		We do not expect that the Transaction will have any significant effect on our ability to access the capital and bank markets. We expect to be able to access the capital and bank markets as efficiently and on similar terms as we can today, subject to any changes in market conditions applicable in general to all companies.
Q:		What effect would the failure to complete the Transaction have on Willis?
A:		We have incurred and will incur certain costs whether or not the Transaction is completed. We will consider all possible alternatives in the event that the Transaction is not completed. However, we may experience adverse tax consequences if the Transaction is not completed as currently contemplated. For more information, please see “Risk Factors.”
Q:		What are the material tax consequences of the Transaction?
A:		Please read the following questions and answers regarding some of the potential tax consequences of the Transaction. Please refer to “Material Tax Considerations” for a description of the material U.S. federal income tax, Irish tax, UK tax and Bermuda tax consequences of the Transaction to Willis-Bermuda common shareholders. Determining the actual tax consequences of the Transaction to you may be complex and will depend on your specific situation. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Transaction to you.
Q:		Is the Transaction taxable to me?
A:		Under U.S. federal income tax law, holders of common shares of Willis-Bermuda generally should not recognize any gain or loss in the Transaction. Under Irish tax law, no tax should be due for Willis-Bermuda’s shareholders in the Transaction. Under UK tax law, holders of common shares of Willis-Bermuda generally should not recognize any gain or loss in the Transaction. Please see “Material Tax Considerations.”
Q:		Is the Transaction a taxable transaction for Willis-Bermuda or Willis-Ireland?
A:		No. The Transaction should not be a taxable transaction for Willis-Bermuda or Willis-Ireland.
Q:		Will the Transaction impact Willis’ underlying effective tax rate in 2009—or expectations for later years?
A:		The Transaction is not anticipated to have any material impact on our underlying effective tax rate. However, see “Risk Factors—Our effective tax rate may increase whether we effect the Reorganization or not.”
Q:		Does it matter, for tax or other reasons, whether I hold my shares “beneficially” or “of record?”
A:		Yes. In general, Willis shareholders hold their shares in one of two ways. Some shareholders are directly registered in their own names on Willis’ shareholder records, as maintained by our transfer agent (currently Bank of New York Mellon (“BNY Mellon”)). In this proxy statement, we generally refer to these shareholders as holding their shares “directly” or “of record.” However, most of our

shareholders hold their shares through banks, brokers, trustees, custodians or other nominees, which in turn hold those shares through The Depository Trust Company (“DTC”). We generally refer to these shareholders as holding their shares “beneficially,” and to these banks, brokers, trustees, custodians or other nominees as “brokers.”

		Under Irish tax law, you may be treated differently depending on whether you hold your shares “beneficially” or “of record.” In particular, holders of record will generally be treated less favorably under Irish stamp duty and withholding tax requirements, so we are recommending that holders of record change the nature of their ownership to beneficial ownership through a brokerage or other nominee account prior to the Transaction Time. Please see “Material Tax Considerations—Irish Tax Considerations.” In addition, there are different procedures for voting and attending the meeting, depending on how you hold your shares. Please see “The Special Court-Ordered Meeting—Record Date; Voting Rights; Vote Required for Approval” and “—How You Can Vote.”
Q:		Will there be an Irish withholding tax on dividends on Willis-Ireland shares?
A:		For the majority of our shareholders, there should not be any Irish withholding tax on dividends.
		Irish withholding tax (if any) would arise in respect of dividends paid by Willis-Ireland, as it is tax resident in Ireland. This will not include any dividend declared by Willis-Bermuda with a record date prior to the Transaction Time. Whether Willis-Ireland is required to deduct Irish dividend withholding tax from such dividends paid to a shareholder will depend largely on whether that shareholder is resident for tax purposes in a “relevant territory.” A list of the “relevant territories” is included as Annex C to this proxy statement.
		Shares held by U.S. resident shareholders
		Dividends paid on Willis-Ireland shares that are owned by residents of the U.S. generally will not be subject to Irish withholding tax, subject to the completion and delivery of the relevant forms.
		Residents of the U.S. who hold their shares through DTC and who have a U.S. address should be entitled to receive dividends without Irish dividend withholding tax. To provide proof of a U.S. address, U.S. Willis-Ireland shareholders should have a Form W-9 on file with their broker. Residents of the U.S. who held their shares directly on          , 2009, and who continue to hold their shares directly can rely on the Form W-9 they have submitted to the company. Other residents of the U.S. who acquired all of their shares after           , 2009 and who are holders of record will need to file an Irish dividend withholding tax form with our transfer agent to receive dividends without Irish withholding tax.
		Shares held by residents of “relevant territories” other than the U.S.
		Dividends paid to Willis-Ireland shareholders who are residents of countries that are EU member states (other than Ireland) or other countries with which Ireland has signed a tax treaty whether that treaty has been ratified or not (other than the U.S.) should generally not be subject to Irish withholding tax, as long as such shareholders have provided Irish tax forms or Form 6166 to our current qualifying intermediary (for shares held through DTC) or our transfer agent (for shares held directly). We refer to these countries, together with the U.S., as “relevant territories,” a list of which is included as Annex C to this proxy statement.
		In addition, these shareholders who held shares on          , 2009 should generally receive dividends paid on or before      , 2010 without any Irish withholding tax if they have submitted a Form W-8 confirming their residence in a “relevant territory” to our current qualifying intermediary (for shares held through DTC) or our transfer agent (for shares held directly).
		Shares held by residents of countries that are not “relevant territories”

Willis-Ireland shareholders who do not reside in “relevant territories” will be subject to Irish withholding tax (currently at the rate of 20%), but there are a number of other exemptions that could apply on a case-by-case basis. Such shareholders should seek their own advice as to whether and how they may claim such exemptions.

		Important information for all shareholders about Irish withholding tax
		We and our qualifying intermediary will rely on information received directly or indirectly from brokers and our transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required Irish dividend withholding tax forms, as described above. We recommend that shareholders who will need to complete Irish forms as described above do so and provide them to our current qualifying intermediary or our transfer agent, as the case may be, as soon as possible. Shareholders who do not need to complete Irish forms should ensure that their residence or required U.S. tax information has been properly recorded by their brokers or provided to our transfer agent, as the case may be, as described above. If any shareholder who is exempt from withholding receives a dividend subject to Irish dividend withholding tax, he or she may make an application for a refund from the Irish Revenue Commissioners on the prescribed form.
		Links to the various Irish Revenue Commissioners forms are available at http://www.revenue.ie/en/tax/dwt/forms/index.html.
		Please contact your broker or your tax advisor if you have any questions regarding Irish dividend withholding tax. Please see “Material Tax Considerations—Irish Tax Considerations—Withholding Tax on Dividends” for a more detailed description of the Irish withholding tax on dividends.
Q:		Will there be Irish income tax on dividends on Willis shares?
A:		For the majority of our shareholders, we do not expect there to be any Irish income tax on dividends.
		Dividends paid on Willis-Ireland shares owned by residents of “relevant territories” or by other shareholders that are otherwise exempt from Irish dividend withholding tax will generally not be subject to Irish income tax unless these Willis-Ireland shareholders have some connection to Ireland other than merely holding Willis-Ireland ordinary shares. Residents of “relevant territories” and other shareholders that are otherwise exempt from Irish dividend withholding tax who receive dividends subject to Irish withholding tax should be able to make a reclaim of the withholding tax from the Irish Revenue Commissioners unless they have some connection to Ireland other than merely holding Willis-Ireland ordinary shares. Willis-Ireland shareholders who receive their dividends subject to Irish dividend withholding tax will have no further liability for Irish income tax on the dividend unless they have some connection to Ireland other than merely holding Willis-Ireland ordinary shares.
		This answer does not address shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes. Such shareholders should seek their own advice.
		Please see “Material Tax Considerations—Irish Tax Considerations—Income Tax on Dividends Paid on Willis Shares” for a more detailed description of the Irish income tax on dividends.
Q:		Will there be Irish stamp duty on the transfer of Willis-Ireland shares?
A:		For the majority of transfers of Willis-Ireland ordinary shares, we do not expect there to be any Irish stamp duty.
		Transfers of book-entry interests in DTC representing Willis-Ireland shares should not be subject to Irish stamp duty. Accordingly, transfers by shareholders who hold their Willis-Ireland shares beneficially through brokers, which in turn hold those shares through DTC, should not be subject to Irish stamp duty on transfers to holders who also hold through DTC.

		Transfers by shareholders who hold their shares other than beneficially through DTC, will be subject to Irish stamp duty, which is a legal obligation of the buyer.
		Irish stamp duty is currently 1% of the price paid or the market value of the shares acquired, if higher.
		Accordingly, we recommend that all directly registered shareholders open broker accounts so they can transfer their Willis-Bermuda shares into a broker account to be held through DTC as soon as possible, and in any event, prior to the Transaction Time. This will cause their Willis-Ireland shares to be held through DTC from the Transaction Time. We also recommend that any person who wishes to acquire Willis-Ireland shares after completion of the Transaction acquires such Willis-Ireland shares beneficially through a broker account to be held through DTC.
		Any transfer of Willis-Ireland shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to our transfer agent. Willis-Ireland’s articles of association allow Willis-Ireland, in its absolute discretion, to create an instrument of transfer and pay any stamp duty payable by a buyer. In the event of any such payment, Willis-Ireland is (on behalf of itself or its affiliates) entitled to (i) seek reimbursement from the buyer or seller (at its discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the buyer or seller (at its discretion), and (iii) claim a lien against the Willis-Ireland shares on which it has paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Willis-Ireland shares has been paid unless one or both of such parties is otherwise notified by us.
		Please see “Material Tax Considerations—Irish Tax Considerations—Stamp Duty” for a more detailed description of the Irish stamp duty.
Q:		Will the Transaction have any impact on Willis’ ability to pay dividends or buy back shares?
A:		Under Irish law, dividends must be paid and share repurchases must generally be funded out of “distributable reserves,” which Willis-Ireland will not have immediately following the Transaction Time. Please see “Description of Willis Group Holdings plc Share Capital—Dividends” and “—Share Repurchases, Redemptions and Conversions.” The common shareholders of Willis-Bermuda are being asked at the special court-ordered meeting, pending the approval of the Scheme of Arrangement, to approve the creation of distributable reserves of Willis-Ireland (through the reduction of the share premium account of Willis-Ireland), in order to permit us to continue to pay quarterly dividends and repurchase shares following the Transaction. Approval of the distributable reserves proposal is not a condition to the Transaction, but is required under Irish law to continue our existing dividend payments. Accordingly, if the common shareholders of Willis-Bermuda approve the Scheme of Arrangement, but do not approve the distributable reserves proposal, and the Transaction is consummated, Willis-Ireland may not have sufficient distributable reserves to pay dividends or to repurchase shares following the Transaction.
		The creation of distributable reserves also requires the approval of the Irish High Court. Although we are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court and there is no guarantee that such approval will be forthcoming. Please see “Risk Factors” and “Proposal Number Two: Creation of Distributable Reserves.”
Q:		Will the Transaction have any material impact on another company’s ability to acquire Willis?
A:		The Transaction should not materially affect the ability of another company to acquire Willis. However, after the Transaction Willis-Ireland will be subject to the Irish Takeover Panel Act of 1997 and the Takeover Rules promulgated thereunder which require review of certain acquisitions by the Irish Takeover Panel. Bermuda does not have similar laws, rules or regulations that currently apply to us as a Bermuda company. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—Shareholder Approval of Business Combinations,” “—Appraisal Rights,” and “—Other Anti-Takeover Measures.”

Q:		When do you expect the Transaction to be completed?
A:		We are working towards completing the Transaction as quickly as possible and, assuming the Scheme of Arrangement is approved by the requisite vote of Willis-Bermuda’s shareholders and by the Supreme Court of Bermuda and the other conditions to the consummation of the Transaction are satisfied (and we do not abandon the Transaction), we expect to do so as soon as practicable following the receipt of the necessary approvals. We currently expect to complete the Transaction within four weeks after receiving approval from Willis-Bermuda’s shareholders. Please see Annex E to this proxy statement for an expected timetable. However, the Transaction may be abandoned or delayed by our board of directors at any time prior to the Scheme of Arrangement becoming effective, without obtaining the approval of Willis-Bermuda’s shareholders, even though the Scheme of Arrangement may have been approved by Willis-Bermuda’s shareholders and sanctioned by the Supreme Court of Bermuda and all other conditions to the Transaction may have been satisfied. Please see “Proposal Number One: The Transaction—Amendment, Termination or Delay.”
Q:		What will I receive for my Willis-Bermuda common shares?
A:		You will receive one ordinary share of Willis-Ireland for each common share of Willis-Bermuda you held immediately prior to the completion of the Transaction.
Q:		If the Scheme of Arrangement is approved, do I have to take any action to cancel my Willis-Bermuda common shares and receive Willis-Ireland ordinary shares?
A:		No. Assuming the Transaction becomes effective, your Willis-Bermuda common shares will be cancelled and Willis-Ireland ordinary shares will be issued without any action on your part, regardless of whether you currently hold Willis-Bermuda common shares in certificated form or beneficially. All of Willis-Ireland’s shares will be issued in uncertificated book-entry form. Consequently, if you currently hold Willis-Bermuda common shares in certificated form, following the Transaction your Willis-Bermuda share certificates will cease to have effect as documents or evidence of title and you may disregard such certificates. The transfer agent will make an electronic book-entry in your name and will mail you a statement evidencing your ownership of Willis-Ireland shares. Please see “Proposal Number One: The Transaction—No Action Required to Cancel Willis-Bermuda Shares and Receive Willis-Ireland Shares.”
Q:		Can I trade Willis-Bermuda common shares between the date of this proxy statement and the Transaction Time?
A:		Yes. The Willis-Bermuda common shares will continue to trade during this period.
Q:		How will the Transaction affect the stock exchange listing of Willis shares?
A:		We have made an application to the NYSE and expect that, immediately following the Transaction Time, the Willis-Ireland ordinary shares will be listed on the NYSE under the symbol “WSH,” the same symbol under which your Willis-Bermuda common shares are currently listed. We do not plan for Willis-Ireland’s ordinary shares to be listed on the Irish Stock Exchange.
Q:		Who can vote?
A:		Holders of Willis-Bermuda common shares as recorded in our share register as of the          , 2009 record date for the special court-ordered meeting. A list of shareholders will be available for inspection at least 10 days prior to the meeting at our office located at One World Financial Center, 200 Liberty Street, New York, New York 10281-1003.
Q:		How many shares can vote?
A:		As of the           , 2009 record date, there were            common shares of Willis-Bermuda held by our

shareholders and            common shares held in treasury by us. Each holder of Willis-Bermuda common shares, except Willis-Bermuda with respect to its treasury shares, is entitled to one vote for each share held.

Q:		What quorum is required for action at the meeting?
A:		The presence, in person or by proxy, of holders of at least 50% of Willis-Bermuda common shares outstanding and entitled to vote at the meeting constitutes a quorum for the conduct of business. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum in respect of the proposals. A broker “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares. Please see “The Special Court-Ordered Meeting—Record Date; Voting Rights; Vote Required for Approval.”
Q:		What vote of Willis-Bermuda common shareholders is required to approve the proposals?
A:		The Scheme of Arrangement must be approved by a majority in number of the holders of the Willis-Bermuda common shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the Willis-Bermuda common shares present and voting on the proposal, whether in person or by proxy. Please see “The Special Court-Ordered Meeting—Record Date; Voting Rights; Vote Required for Approval.” The affirmative vote of holders of Willis-Bermuda common shares representing a simple majority of the Willis-Bermuda common shares present in person or by proxy at the meeting and voting on the proposal is required to approve the distributable reserves proposal. Please see “The Special Court-Ordered Meeting—Record Date; Voting Rights; Vote Required for Approval.” An abstention or broker non-vote on either proposal has the effect of a vote not being cast with respect to the relevant shares in relation to the proposals. As a consequence, such shares will not be considered when determining whether the proposals have received the required approvals.
Q:		What vote does the board of directors recommend?
A:		The Willis-Bermuda board of directors recommends that you vote “FOR” the proposal to approve the Scheme of Arrangement and “FOR” the distributable reserves proposal.
Q:		How do I attend the special court-ordered meeting?
A:		All common shareholders of Willis-Bermuda are invited to attend the meeting at           ,      ,       Dublin, Ireland                commencing at      , local time, on               , 2009. Either an admission ticket or proof of ownership of common shares, as well as a form of personal identification and proof of address, must be presented in order to be admitted to the meeting.
		If you are a common shareholder of record, your admission ticket is attached to the enclosed proxy card. If you plan to attend the meeting, please vote your proxy, but keep the admission ticket and bring it to the meeting together with a form of personal identification.
		If your common shares are held in the name of a bank, broker or other holder of record and you plan to attend the meeting, you must present proof of your beneficial ownership of common shares, such as a bank or brokerage account statement or letter from your bank, broker or other nominee showing that you owned Willis common shares as of the record date, together with a form of personal identification and proof of address to be admitted to the meeting. If you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your beneficial ownership of common shares, to:

Company Secretary
c/o Office of the General Counsel
Willis Group Holdings Limited
One World Financial Center
200 Liberty Street
New York, NY 10281-1003

		Only shareholders, their proxy holders and Willis’ guests may attend the meeting.
		No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted at the meeting.
Q:		How do I vote?
A:		You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you expect to attend the meeting. You will be able to revoke your proxy by voting in person at the meeting. Giving us your proxy means you authorize us to vote your shares at the meeting or at any adjournments or postponement thereof in the manner you direct. You may vote for or against the proposals or abstain from voting. You may also vote for both, either, or none of the two proposals. If you sign and return the enclosed proxy card but do not specify how to vote, we will vote your shares in favor of all proposals, pursuant to the recommendation of the board of directors. You can cast your votes by proxy by:

	•		using the Internet or telephone to appoint proxies to cast your vote by following the instructions on the enclosed proxy card; or
	•		completing, signing, dating and returning the enclosed proxy card.

		Executors, administrators, trustees, guardians, attorneys and other representatives should indicate the capacity in which they are signing and corporations should sign by an authorized officer whose title should be indicated.
		The procedures for Internet appointment of a proxy are designed to authenticate the appointment of a proxy to cast your vote by use of a personal identification number. The procedures allow shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If you are a shareholder of record and you would like to appoint your proxy to vote by Internet, please refer to the specific instructions contained on the enclosed proxy card. If you appoint your proxy to vote by Internet, you do not need to return the enclosed proxy card. In order to be timely processed, an Internet appointment must be received by 11:59 p.m. Eastern Time on          , 2009. For more details about Internet proxies, please see “The Special Court-Ordered Meeting—How You Can Vote.”
Q:		What if I hold shares through a broker?
A:		We recommend that you contact your broker, as shareholders who hold their shares through a broker must vote their shares in the manner prescribed by their broker. Your broker can give you directions on how to instruct the broker to vote your common shares.
		Your broker may not be able to vote your common shares unless the broker receives appropriate instructions from you. Brokers who hold shares on behalf of customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by brokers without instructions from customers for these non-routine matters are referred to as “broker non-votes.” We believe the proposal to approve the Scheme of Arrangement and the distributable reserves proposal are proposals for non-routine matters, so it is important you follow your broker’s instructions and vote.

Q:		What if I hold certificated shares?
A:		Assuming the Transaction becomes effective, your Willis-Bermuda common shares will be cancelled and Willis-Ireland ordinary shares will be issued to you without any action on your part, regardless of whether you currently hold Willis-Bermuda common shares in certificated form. All of Willis-Ireland’s shares will be issued in uncertificated book-entry form. Consequently, if you currently hold Willis-Bermuda common shares in certificated form, following the Transaction, your share certificates will cease to have effect as documents or evidence of title and you may disregard such certificates. The transfer agent will make an electronic book-entry in your name and will mail you a statement evidencing your ownership of Willis-Ireland shares.
Q:		How may employees vote under our employee plans?
A:		If you participate in our 401(k) Plan, then you may be receiving these materials because of the Willis-Bermuda common shares held for you in the plan. If you beneficially own Willis-Bermuda common shares through this plan, you can vote those shares as part of the general shareholder class and not as a separate class by using the enclosed proxy card to instruct the plan trustees of the plan how to vote your common shares, or appointing your proxy over the Internet or by telephone. They will vote such shares in accordance with your instructions and the terms of the plan.
		If you do not provide voting instructions for the common shares held for you in the plan, then the plan trustees will vote these shares in the same ratio as the shares for which voting instructions are provided.
Q:		May I revoke my proxy?
A:		Yes. You may revoke your proxy at any time before it is exercised at the special court-ordered meeting in any of the following ways:

	•		by notifying Willis-Bermuda’s Secretary in writing: Company Secretary, c/o Office of the General Counsel, Willis Group Holdings Limited, One World Financial Center, 200 Liberty Street, New York, NY 10281-1003 or by email to shareholder@willis.com, which notice must be received no later than 5:00 p.m. Eastern Time on           , 2009;
	•		by submitting another properly signed proxy card with a later date or another telephone or Internet proxy at a later date, which proxy must be received no later than 5:00 p.m. Eastern Time on           , 2009; or
	•		by voting in person at the meeting.

		You do not revoke a proxy merely by attending the meeting. To revoke a proxy, you must take one of the actions described above.
		If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf, follow the instructions provided to you by your broker in order to revoke your proxy.
Q:		How will the votes be counted and the results certified?
A:		BNY Mellon has been appointed as our U.S. branch registrar and the independent Inspector of Election and will count the votes, determine the existence of a quorum, validity of proxies and ballots, and certify the results of the voting.
Q:		Is my vote confidential?
A:		Proxy cards, proxies delivered by Internet or telephone, ballots and voting tabulations that identify

individual shareholders are mailed or returned directly to the independent Inspector of Election, BNY Mellon, and handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Willis or to third parties, except:

	•		as necessary to meet applicable legal requirements;
	•		to allow for the tabulation and certification of votes; and
	•		to facilitate a successful proxy solicitation.

		Occasionally, shareholders provide written comments on their proxy card, which may be forwarded to management and the board of directors.
Q:		Why am I receiving paper copies of these proxy materials when previously I received only a “Notice of Internet Availability of Proxy Materials” for the Company’s annual stockholders’ meeting?
A:		Due to the expected timing of the Transaction, we chose to distribute paper copies of these proxy materials instead of distributing these materials via the Internet. We expect to return to the Internet distribution approach in connection with our next annual general meeting.
Q:		Who is making and paying for this proxy solicitation?
A:		The proxy is being solicited on behalf of the board of directors of Willis-Bermuda. We have hired Mellon Investor Services LLC to assist in the distribution of proxy materials and the solicitation of proxies for a fee estimated at $10,000.00, plus out-of-pocket expenses. We will bear the cost of soliciting proxies. We will also reimburse brokers for their reasonable out-of-pocket expenses for forwarding proxy materials to beneficial owners of common shares or other persons for whom they hold Willis-Bermuda common shares. To the extent necessary in order to ensure sufficient representation at its meeting, Willis or its proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your proxy without delay.
Q:		How will my proxy get voted?
A:		If you properly complete, sign and date the enclosed proxy card and send it to us or properly appoint your proxy by telephone or over the Internet, your proxy holder (one of the individuals named on the enclosed proxy card) will vote your common shares as you have directed.
		If you do not wish to vote all of your common shares in the same manner on any particular proposal(s), you may split your vote by clearly hand-marking the reverse side of the proxy card to indicate how you want to vote your common shares. You may not split your vote if you are voting by the Internet.
		If you do not specify on the enclosed proxy card that is submitted (or when providing your proxy over the Internet or by telephone) how you want to vote your common shares, the proxy holders will vote them “FOR” each of the proposals set forth in this proxy statement.
Q:		Whom should I call if I have questions about the special court-ordered meeting or the Transaction?
A:		You should contact either of the following:
		Willis-Bermuda:

Company Secretary
c/o Office of the General Counsel
Willis Group Holdings Limited
One World Financial Center
200 Liberty Street
New York, NY 10281-1003
Phone: 1 (212) 915-8888

the proxy solicitor:

Mellon Investor Services LLC

Phone:           (toll-free in the U.S.)
Phone:           (call collect)

SUMMARY

     This summary highlights selected information from this proxy statement. It does not contain all of the information that is important to you. To understand the Reorganization more fully, and for a more complete legal description of the Transaction, you should read carefully the entire proxy statement, including the Annexes. The Scheme of Arrangement, substantially in the form attached as Annex A to this proxy statement, is the legal document that governs the Transaction. The memorandum and articles of association of Willis-Ireland, substantially in the form attached as Annex B to this proxy statement, will govern Willis-Ireland after the completion of the Transaction. We encourage you to read those documents carefully.

Parties to the Transaction

     Willis-Bermuda. Willis-Bermuda, together with its consolidated subsidiaries, is a diversified, global company that provides a broad range of insurance brokerage, reinsurance and risk management consulting services to our worldwide clients. 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.

     Willis-Ireland. Willis-Ireland is a newly formed Irish company and is currently wholly-owned by Willis-Bermuda, except for six shares that are held in trust for Willis-Bermuda by six nominees to satisfy Irish legal requirements with respect to the shareholding structure of an Irish public limited company. Willis-Ireland has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation and the Transaction. Immediately following the Transaction, Willis-Ireland will become the parent holding company of Willis-Bermuda and our other subsidiaries. The principal executive offices of Willis-Ireland are located at Grand Mill Quay, Barrow Street, Dublin 4, and the telephone number at that address is + 353 1799 6507.

The Transaction

     The Transaction will effectively change our place of incorporation from Bermuda to Ireland.

     The Transaction involves several steps. On September 24, 2009, Willis-Bermuda, the Bermuda company whose common shares you currently own, formed Willis-Ireland as a direct subsidiary. On             , 2009, we petitioned the Supreme Court of Bermuda to order the calling of a meeting of Willis-Bermuda common shareholders to approve the Scheme of Arrangement. On              , 2009, the Supreme Court of Bermuda ordered us to seek your approval of the Scheme of Arrangement. We will hold the special court-ordered meeting to approve the Scheme of Arrangement on                    , 2009. If we obtain the necessary shareholder approval, the Supreme Court of Bermuda will hold the Sanction Hearing, which is expected to be held on                                   , 2009, to sanction the Scheme of Arrangement. Assuming we receive the necessary approvals from Willis-Bermuda’s shareholders and the Supreme Court of Bermuda and the conditions to consummate the Transaction are satisfied (and we do not abandon the Transaction), we will file the court order sanctioning the Scheme of Arrangement with the Bermuda Registrar of Companies, at which time the Scheme of Arrangement will be effective. Various steps of the Transaction will effectively occur simultaneously at the Transaction Time, which we anticipate will be after the close of trading on the NYSE on the day the Scheme of Arrangement becomes effective and before the opening of trading on the NYSE on the next business day.

     At the Transaction Time, the following steps of the Transaction will effectively occur simultaneously:

	1.		All Willis-Bermuda common shares in issue shall be cancelled and shall cease to exist.
	2.		Willis-Ireland will issue ordinary shares on a one-for-one basis to the holders of Willis-Bermuda common shares that have been cancelled; provided, however, we will not issue Willis-Ireland ordinary shares in substitution for common shares held by Willis-Bermuda (other than shares held by or for the benefit of certain equity incentive plans).

	3.		In consideration for the issuance by Willis-Ireland of its ordinary shares to the Willis-Bermuda common shareholders as set forth in paragraph 2 above, Willis-Bermuda will allot and issue ___ fully paid Willis-Bermuda common shares to Willis-Ireland (which will then comprise all the Willis-Bermuda common shares in issue).
	4.		All previously outstanding ordinary shares of Willis-Ireland, which prior to the Transaction Time will be held by Willis-Bermuda and its nominees, will be acquired by Willis-Ireland and cancelled for no consideration in accordance with a resolution passed by Willis-Bermuda and the other current shareholders of Willis-Ireland.

     As a result of the Transaction, the common shareholders of Willis-Bermuda will become shareholders of Willis-Ireland, and Willis-Bermuda will become a wholly-owned subsidiary of Willis-Ireland.

     In connection with the completion of the Transaction, Willis-Ireland will assume, on a one-for-one basis, Willis-Bermuda’s existing obligations in connection with awards granted under Willis-Bermuda’s equity incentive plans and other similar equity awards. Willis-Ireland will also assume the obligations of Willis-Bermuda as a guarantor under the indentures governing our outstanding notes and our credit agreement. Please see “Proposal Number One: The Transaction—Supplemental Indentures” and “—Credit Agreement.” In addition, any securities issued by Willis-Bermuda or its subsidiaries that are convertible, exchangeable or exercisable into common shares of Willis-Bermuda will become convertible, exchangeable or exercisable, as the case may be, into ordinary shares of Willis-Ireland. Further, after the Transaction we expect to transfer the assets of Willis-Bermuda to Willis-Ireland and/or a subsidiary of Willis-Ireland and thereafter liquidate or dissolve Willis-Bermuda, as required by Willis-Bermuda’s bye-laws.

     At September 1, 2009, 166,661,539 common shares of Willis-Bermuda were issued and outstanding and an additional 11,241 common shares were held in treasury.

     There currently are no fractional shares held of record and we do not expect there to be any such fractional shares held of record immediately prior to the Transaction Time.

     After the Transaction, you will continue to own an interest in a parent company that will continue to conduct the same business operations as conducted by Willis-Bermuda before the Transaction. The number of ordinary shares you will own in Willis-Ireland will be the same as the number of common shares you owned in Willis-Bermuda immediately prior to the Transaction, and your relative economic interest in Willis will remain unchanged. Please see “Proposal Number One: The Transaction—No Action Required to Cancel Willis-Bermuda Shares and Receive Willis-Ireland Shares.”

     The completion of the Transaction will change the governing companies law that applies to us from Bermuda law to Irish law. There are differences between Bermuda law and Irish law and between Willis-Bermuda’s memorandum of association and bye-laws, on the one hand, and Willis-Ireland’s memorandum and articles of association, as they will be in effect after the Transaction, on the other hand. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors” for a summary of certain of these differences.

     Upon completion of the Transaction, we will remain subject to SEC 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. GAAP. We will also comply with any additional reporting requirements of Irish law.

     Reasons for the Transaction

     We are currently incorporated in Bermuda, where we have been incorporated since February 8, 2001. While our tenure in Bermuda has served Willis-Bermuda and its shareholders well, the board of directors has had cause to revisit the decision regarding the location of our place of incorporation and determined that it no longer remained appropriate to be located in Bermuda because proposals have from time to time been made and/or legislation has been introduced to change the U.S. tax laws that, if enacted, could

increase our tax burden. In addition, the OECD has issued a statement whereby they are expected to use tax policy to address certain tax haven issues. Also, there continues to be negative publicity regarding, and criticism of, companies that are domiciled in countries that do not have a substantial network of commercial, tax and other treaties and trade agreements.

     After considering various factors and reviewing a number of different countries, our board of directors determined that it was advisable to change the jurisdiction of incorporation of the parent company of Willis to Ireland.

     Our board of directors’ determination that Ireland is the preferred choice for the domicile of the Willis parent company followed a study by management and outside advisors, and was reached based on many factors, including the following, in addition to those described above:

	•		As we continue to grow our business internationally, we believe that moving to Ireland will facilitate future business expansion. We have had company operations serving a wide range of clients in Ireland since 1903. Currently, we have approximately 300 employees in Ireland and we are one of the largest insurance brokers in Ireland. We intend to hire additional employees in Ireland to assist with board meetings and other head office functions.
	•		Ireland has strong international relationships as a member of the EU and a long history of international investment and long-established commercial relationships, trade agreements and tax treaties with the other EU member states, the U.S. and other countries around the world where we do business. Ireland is also a founding member of the OECD. As a result, we believe Ireland offers a stable long-term legal and regulatory environment with the financial and legal infrastructure to meet our needs, and that changing our jurisdiction of incorporation to Ireland may:

	•		improve our position with respect to various OECD and EU withholding and other tax proposals that could adversely affect companies incorporated in certain jurisdictions outside the OECD or the EU;
	•		improve our position with respect to certain U.S. federal and state legislative and regulatory proposals;
	•		permit favorable EU tax directives to apply to us; and
	•		permit us to maintain a competitive worldwide effective corporate tax rate.

	•		Ireland, like Bermuda, the UK and the U.S., is an English-speaking common law jurisdiction. As such, we believe its legal system is less prescriptive and more flexible than those of civil law jurisdictions and also more familiar to us and our shareholders.
	•		Ireland permits the payment of dividends in U.S. dollars.
	•		Ireland is the only English-speaking member of the eurozone.

     We cannot assure you that the anticipated benefits of the Reorganization will be realized. In addition to the potential benefits described above, the Reorganization will expose you and us to some risks. These risks include the following:

	•		your rights as a shareholder will change due to differences between Bermuda and Irish law and between the governing documents of Willis-Bermuda and Willis-Ireland;
	•		our effective tax rate may increase whether we effect the Reorganization or not;

	•		legislative and regulatory action could materially and adversely affect us regardless of whether we complete the Reorganization;
	•		the Reorganization may result in additional costs even if it is not completed;
	•		potential changes may be required to the financial or other terms of our credit agreement or indentures in connection with obtaining the appropriate consents, waivers and/or amendments required for or supplemental indentures entered into in connection with the Reorganization;
	•		we may choose to abandon the Transaction;
	•		if the distributable reserves proposal is not approved, Willis-Ireland may not be able to pay dividends or repurchase shares following the Transaction;
	•		increased shareholder voting requirements in Ireland will reduce our flexibility in some aspects of capital management and our ability to amend the articles of association;
	•		the board of directors may be subject to takeover regulation under Irish law not necessarily applicable in Bermuda;
	•		the transfer of Willis-Ireland shares after the Transaction may be subject to Irish stamp duty;
	•		dividends paid following the Transaction may be subject to Irish dividend withholding tax or Irish income tax; and
	•		the market for Willis-Ireland shares may differ from the market for Willis-Bermuda shares.

     Please see the discussion under “Risk Factors.” Our board of directors has considered both the potential advantages of the Transaction and the associated risks and has approved the Scheme of Arrangement and recommends that the shareholders vote for the Scheme of Arrangement. Please see “Proposal Number One: The Transaction—Background and Reasons for the Transaction” for more information.

Tax Considerations

     Under U.S. federal income tax law, holders of common shares of Willis-Bermuda generally should not recognize any gain or loss in the Transaction. Under Irish tax law, no tax should be due for Willis-Bermuda common shareholders in the Transaction unless such shareholders have some connection with Ireland other than holding Willis-Ireland shares. Under UK tax law, UK resident holders of common shares of Willis-Bermuda generally should not recognize any capital gain on the Transaction, subject to certain conditions being satisfied. Please refer to “Material Tax Considerations” for a description of the material U.S. federal income tax, Irish tax, UK tax and Bermuda tax consequences of the Transaction to Willis-Bermuda common shareholders. Determining the actual tax consequences of the Transaction to you may be complex and will depend on your specific situation. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Transaction to you.

Rights of Shareholders

     Many of the principal attributes of Willis-Bermuda’s common shares and Willis-Ireland’s ordinary shares will be similar. However, there are differences between what your rights will be under Irish law and what they currently are under Bermuda law. In addition, there are differences between Willis-Bermuda’s memorandum of association and bye-laws and Willis-Ireland’s memorandum and articles of association as they will be in effect after the Transaction. We discuss these differences in detail under “Description of

Willis Group Holdings plc Share Capital” and “Comparison of Rights of Shareholders and Powers of the Board of Directors.” Willis-Ireland’s memorandum and articles of association in the form substantially as they will be in effect after the Transaction are attached as Annex B to this proxy statement.

Stock Exchange Listing

     We have made an application with the NYSE and expect that, immediately following the Transaction Time, the Willis-Ireland ordinary shares will be listed on the NYSE under the symbol “WSH,” the same symbol under which your Willis-Bermuda common shares are currently listed.

Court Sanction of the Scheme of Arrangement

     We cannot complete the Transaction without the sanction of the Scheme of Arrangement by the Supreme Court of Bermuda. Subject to the common shareholders of Willis-Bermuda approving the Scheme of Arrangement, the Supreme Court of Bermuda will hold the Sanction Hearing, which is expected to be held on                          , 2009, to sanction of the Scheme of Arrangement. At the Sanction Hearing, the Supreme Court of Bermuda may impose such conditions as it deems appropriate in relation to the Scheme of Arrangement, but may not impose any material changes without the joint consent of Willis-Bermuda and Willis-Ireland. Willis-Bermuda may, subject to U.S. securities law constraints, consent to any modification of the Scheme of Arrangement on behalf of the shareholders which the Supreme Court of Bermuda may think fit to approve or impose. In determining whether to exercise its discretion and sanction the Scheme of Arrangement, the Supreme Court of Bermuda will determine, among other things, whether the Scheme of Arrangement is fair to Willis-Bermuda’s shareholders.

Creation of Distributable Reserves

     Under Irish law, Willis-Ireland requires “distributable reserves” in its unconsolidated balance sheet prepared in accordance with the Irish Companies Acts 1963-2009 (the “Irish Companies Acts”) to enable it to make distributions (including the payment of cash dividends) to its shareholders or to redeem or buy back shares. Please see “Description of Willis Group Holdings plc Share Capital—Dividends” and “—Share Repurchases, Redemptions and Conversions.” Immediately following implementation of the Transaction, the unconsolidated balance sheet of Willis-Ireland will not contain any distributable reserves. The current shareholders of Willis-Ireland (which are Willis-Bermuda and its nominees) have passed a resolution that would create distributable reserves following the Transaction by reducing the share premium account of Willis-Ireland. If the Scheme of Arrangement is approved, common shareholders of Willis-Bermuda will also be asked at the special court-ordered meeting to approve the creation of distributable reserves of Willis-Ireland that was previously approved by Willis-Bermuda and the other current shareholders of Willis-Ireland. If the common shareholders of Willis-Bermuda approve the creation of distributable reserves and the Transaction is completed, we will seek to obtain the approval of the Irish High Court, which is required for the creation of distributable reserves to be effective, as soon as practicable following implementation of the Transaction. The approval of the Irish High Court is expected to be obtained within three to six weeks of the consummation of the Transaction. Although we are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court and there is no guarantee that such approval will be forthcoming. Please see “Risk Factors.”

Market Price and Dividend Information

     On September 18, 2009, the last trading day before the public announcement of the Transaction, the closing price of the Willis-Bermuda common shares on the NYSE was $28.15 per share. On             , 2009, the most recent practicable date before the date of this proxy statement, the closing price of the Willis-Bermuda common shares on the NYSE was $       per share. Willis-Bermuda paid dividends totaling $1.03 per share on its common shares in the fiscal year 2008. Willis normally pays dividends on a quarterly basis to shareholders of record on March 31, June 30, September 30 and December 31. For the quarter ended June 30, 2009 the board of directors declared a regular quarterly cash dividend on our common shares of $0.26 per share, or an annual rate of $1.04 per share. The dividend is payable on October 12, 2009 to shareholders of record on September 30, 2009.

No Appraisal Rights

     Under Bermuda law, the common shareholders of Willis-Bermuda do not have any dissenters’ rights or right to an appraisal of the value of their shares or receive payment for them in connection with the Transaction.

Accounting Treatment of the Transaction

     Under U.S. GAAP, the Transaction represents a transaction between entities under common control. Assets and liabilities are transferred at carrying value between entities under common control. Accordingly, the assets and liabilities of Willis-Ireland will be reflected at their carrying amounts in the accounts of Willis-Bermuda at the Transaction Time.

Special Court-Ordered Meeting

     Time, Place, Date and Purpose. The special court-ordered meeting will be held on          , 2009 at                       , local time, at                           ,                            , Dublin, Ireland                 . At the meeting, Willis-Bermuda’s board of directors will ask the common shareholders of Willis-Bermuda to vote:

	1.		to approve the Scheme of Arrangement. If the Scheme of Arrangement is approved and becomes effective, it will effect the Transaction, pursuant to which your common shares of Willis-Bermuda will be cancelled and you will receive, on a one-for-one basis, new ordinary shares of Willis-Ireland; and
	2.		if the Scheme of Arrangement is approved, to approve the creation of distributable reserves of Willis-Ireland (through the reduction of the share premium account of Willis-Ireland) that was previously approved by Willis-Bermuda and the other current shareholders of Willis-Ireland (as described in this proxy statement).

     If any other routine matters properly come before the meeting or any adjournments or postponements of the meeting, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion.

     Record Date. Only holders of record of Willis-Bermuda common shares on              , 2009 are entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting.

     Quorum. Shareholders present in person or by proxy holding at least 50% of the Willis-Bermuda common shares outstanding and entitled to vote at the meeting constitutes a quorum for the conduct of business. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum in respect of the proposals. A broker “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.

Recommendation of the Board of Directors

     The Willis-Bermuda board of directors recommends that Willis-Bermuda’s shareholders vote “FOR” the proposal to approve the Scheme of Arrangement and “FOR” the distributable reserves proposal. Approval of the distributable reserves proposal is not a condition to the Transaction, but is required under Irish law to continue our existing dividend payments.

Required Vote

     The Scheme of Arrangement must be approved by a majority in number of the holders of the Willis-Bermuda common shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the Willis-Bermuda common shares present and voting on the proposal, whether in person or by proxy. The affirmative vote of holders of a simple majority of the Willis-Bermuda common shares present in person or by proxy at the meeting and voting on the proposal is required to approve the distributable reserves proposal. Please see “The Special Court-Ordered Meeting—Record Date; Voting Rights; Vote Required for Approval.”

Proxies

     General. A proxy card is being sent to each Willis-Bermuda common shareholder as of the record date. Shareholders of record can cast their votes by proxy by:

	•		using the Internet or telephone to appoint proxies to cast your vote by following the instructions on the enclosed proxy card; or
	•		completing, signing and returning the enclosed proxy card.

     The procedures for Internet appointment of a proxy are designed to authenticate the appointment of a proxy to cast your vote by use of a personal identification number. The procedures allow shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If you are a shareholder of record and you would like to appoint your proxy to vote by Internet, please refer to the specific instructions contained on the enclosed proxy card. If you appoint your proxy to vote by Internet, you do not need to return the enclosed proxy card. In order to be timely processed, an Internet appointment must be received by 11:59 p.m. Eastern Time on              , 2009. For more details about Internet proxies, please see “The Special Court-Ordered Meeting—How You Can Vote.”

     To vote your common shares directly, you may attend the meeting and cast your vote in person. If you hold your Willis-Bermuda common shares in the name of a broker, the broker may generally vote your shares it holds in accordance with instructions received. Shareholders who hold their shares through a broker must vote their shares in the manner prescribed by their broker. Therefore, please follow the instructions provided by your broker when voting your Willis-Bermuda common shares.

     Your broker may not be able to vote your common shares unless the broker receives appropriate instructions from you. Brokers who hold shares on behalf of customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by brokers without instructions from customers for these non-routine matters are referred to as “broker non-votes.” We believe the proposal to approve the Scheme of Arrangement and the distributable reserves proposal are proposals for non-routine matters, so it is important you follow your broker’s instructions and vote.

     Revocation. You may revoke your proxy at any time before it is exercised at the special court-ordered meeting in any of the following ways:

	•		by notifying Willis-Bermuda’s Secretary in writing at: Company Secretary, c/o Office of the General Counsel, Willis Group Holdings Limited, One World Financial Center, 200 Liberty Street, New York, NY 10281-1003 or by email to shareholder@willis.com, which notice must be received no later than 5:00 p.m. Eastern Time on              , 2009;
	•		by submitting another properly signed proxy card with a later date or another Internet or telephone proxy at a later date, which proxy must be received no later than 5:00 p.m. Eastern Time on              , 2009; or
	•		by voting in person at the meeting.

     You may not revoke a proxy merely by attending the meeting. To revoke a proxy, you must take one of the actions described above. If you hold your Willis-Bermuda common shares in the name of a broker, you should follow the instructions provided by your broker in revoking your previously granted instructions.

Selected Historical Financial and Other Data

     The following table presents selected historical financial and other data for Willis-Bermuda. The statement of income data for fiscal years 2004, 2005, 2006, 2007 and 2008, and the first and second fiscal quarters of 2009, and the balance sheet data as of December 31, 2004, 2005, 2006, 2007 and 2008, and the first and second fiscal quarters of 2009, are derived from our consolidated financial statements. The selected historical financial and other data presented below should be read in conjunction with the financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Willis-Bermuda’s Annual Report on Form 10-K for the year ended December 31, 2008, and the accompanying notes included in Form 10-Q for the quarter ended March 31, 2009 and Form 10-Q for the quarter ended June 30, 2009, and other financial information incorporated by reference in this proxy statement. Historical financial information may not be indicative of Willis-Ireland’s future performance.

     We have included no data for Willis-Ireland because this entity was not in existence during any of the periods shown below.

		Period ended December 31, March 31, and June 30,
		At and for the years ended,																				At and for the quarters ended,
		2004				2005				2006				2007				2008				1st Q 2009				2nd Q 2009
		(In millions, except per share amounts)
Statement of Operations Data
Total revenues		$	2,275			$	2,267			$	2,428			$	2,578			$	2,834			$	930			$	784
Salaries and benefits (including share-based compensation of $20, $18 $18, $33, $40)			(1,218	)			(1,384	)			(1,457	)			(1,448	)			(1,642	)			(480	)			(443	)
Other operating expenses			(391	)			(405	)			(454	)			(460	)			(605	)			(138	)			(139	)
Regulatory settlements			—				(51	)			—				—				—				—				—
Depreciation expense			(41	)			(43	)			(49	)			(52	)			(54	)			(14	)			(14	)
Amortization of intangible assets			(6	)			(11	)			(14	)			(14	)			(36	)			(24	)			(23	)
Gain on disposal of London headquarters			—				—				102				14				7				—				—
Net gain (loss) on disposal of operations			11				78				(4	)			2				—				—				—
Operating income			630				451				552				620				504				274				165
Interest expense			(22	)			(30	)			(38	)			(66	)			(105	)			(38	)			(43	)
Premium on redemption of subordinated notes			(17	)			—				—				—				—				—				—
Income from continuing operations before income taxes, interests in earnings of associates and non-controlling interest			591				421				514				554				399				236				122
Income taxes			(197	)			(143	)			(63	)			(144	)			(97	)			(62	)			(31	)
Interest in earnings of associates, net of tax			15				14				16				16				22				26				—
Discontinued Operations, net of tax			—				—				—				—				—				1				—
Non-controlling interest, net of tax			(7	)			(11	)			(18	)			(17	)			(21	)			(8	)			(4	)
Net income attributable to Willis-Bermuda		$	402			$	281			$	449			$	409			$	303			$	193			$	87
Earnings per Share — Basic		$	2.56			$	1.75			$	2.86			$	2.82			$	2.05			$	1.16			$	0.52
Continuing Operations			2.56				1.75				2.86				2.82				2.05				1.15				0.52
Discontinued Operations			—				—				—				—				—				0.01				—
Earnings per Share — Diluted		$	2.42			$	1.72			$	2.84			$	2.78			$	2.05			$	1.16			$	0.52
Continuing Operations			2.42				1.72				2.84				2.78				2.05				1.15				0.52
Discontinued Operations			—				—				—				—				—				0.01				—
Average number of shares outstanding
- basic			157				161				157				145				148				167				168
-diluted			166				163				158				147				148				167				168

		Period ended December 31, March 31, and June 30,
		At and for the years ended,																				At and for the quarters ended,
		2004				2005				2006				2007				2008				1st Q 2009				2nd Q 2009
		(In millions, except per share amounts)
Balance Sheet Data (as of period end)
Goodwill		$	1,491			$	1,507			$	1,569			$	1,648			$	3,275			$	3,272			$	3,267
Other intangible assets			60				77				87				78				682				652				637
Total assets			11,641				12,194				13,378				12,969				16,402				17,103				17,867
Net assets(1)			1,432				1,281				1,496				1,395				1,895				2,080				2,158
Total long-term debt			450				600				800				1,250				1,865				2,480				2,390
Common shares and additional paid-in capital			817				557				388				41				886				893				907
Total Willis-Bermuda stockholders’ equity			1,412				1,256				1,454				1,347				1,845				2,027				2,114
Other Financial Data
Capital expenditures		$	49			$	32			$	55			$	185			$	94			$	[•]			$	[•]
Cash dividends declared per common share		$	0.75			$	0.86			$	0.94			$	1.00			$	1.04			$	0.26			$	0.26

Unaudited Summary Pro Forma Financial Information

     Pro forma financial statements for Willis-Ireland are not presented in this proxy statement because no significant pro forma adjustments are required to be made to the historical statement of income and balance sheet of Willis-Bermuda as of and for the year ended December 31, 2008. Those financial statements are included in Willis-Bermuda’s Annual Report on Form 10-K for the year ended December 31, 2008.

RISK FACTORS

     Before you decide how to vote, you should consider carefully the following risk factors in addition to the other information contained in this proxy statement and the documents incorporated by reference, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2008, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 and our subsequent filings with the SEC.

Your rights as a shareholder will change as a result of the Transaction.

     Because of differences between Irish law and Bermuda law and differences between the governing documents of Willis-Ireland and Willis-Bermuda, your rights as a shareholder will change if the Transaction is completed. For a description of these differences, please see the comparison chart of your rights as a common shareholder of Willis-Bermuda against your rights as an ordinary shareholder of Willis-Ireland, located in “Comparison of Rights of Shareholders and Powers of the Board of Directors.”

Our effective tax rate may increase whether we effect the Reorganization or not.

     While the Reorganization is not anticipated to have any material impact on our effective tax rate, there is uncertainty regarding the tax policies of the jurisdictions where we operate (which include the potential legislative actions described below), and our effective tax rate may increase and any such increase may be material. Additionally, the tax laws of Ireland and other jurisdictions could change in the future, and such changes could cause a material change in our effective tax rate.

Legislative and regulatory action could materially and adversely affect us.

     If the transaction is not completed, our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority following the Transaction. For example, legislative action may be taken by the U.S. Congress which, if ultimately enacted, could override tax treaties upon which we rely or could broaden the circumstances under which we would be considered a U.S. resident regardless of whether we complete the Transaction, each of which could materially and adversely affect our effective tax rate and cash tax position. We cannot predict the outcome of any specific legislative proposals. However, if proposals were enacted that had the effect of disregarding all or some of the Transaction or limiting our ability to take advantage of tax treaties between Ireland and other jurisdictions (including the U.S.), we could be subjected to increased taxation. In addition, any future amendments to the current income tax treaties between Ireland and other jurisdictions could subject us to increased taxation.

     As an Irish company following the Transaction, we will be required to comply with numerous Irish and EU legal requirements. Compliance with Irish and EU laws and regulations may incur additional costs and have a material and adverse effect on Willis’ financial condition and results of operations.

     There continues to be negative publicity regarding, and criticism of, companies that conduct business in the U.S. and in other countries but are domiciled in countries that do not have a substantial network of commercial, tax and other treaties and trade agreements. We may become subject to criticism in connection with our proposed move to Ireland.

The Transaction will result in additional direct and indirect costs, even if it is not completed.

     We will incur additional costs as a result of the Transaction, although we do not expect these costs to be material. Willis-Ireland has been incorporated in Ireland and is subject to Irish law. Our intention is that we will hold all of our regularly scheduled board of directors meetings and annual general shareholders meetings in Ireland. We also expect to incur costs and expenses, including professional fees, to comply with Irish corporate and tax laws and financial reporting requirements. In addition, we expect to incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses and financial printing expenses in connection with the Transaction, even if the Scheme of Arrangement is not approved or completed. The Transaction also may negatively affect us by diverting attention of our management and employees from

our operating business during the period of implementation and by increasing other administrative costs and expenses.

We cannot guarantee that changes would not be made to the financial or other terms of our credit agreement in connection with obtaining the appropriate consents, waivers and/or amendments required for the Reorganization.

     We will seek consents, waivers, and/or amendments to our five-year credit agreement in order to avoid any technical defaults that would otherwise result in connection with the Reorganization. One of the conditions to consummation of the Transaction is that we enter into and/or obtain the appropriate consents, waivers and/or amendments under our credit agreement on terms acceptable to us, although we may waive this condition. Please see “Proposal Number One: The Transaction—Conditions to Consummation of the Transaction.” Although we expect that no material change would be made to the financial or other terms of our credit agreement in connection with obtaining the appropriate consents, waivers and/or amendments, we cannot guarantee that there would not be any such material change. Please see “Proposal Number One: The Transaction—Credit Agreement.”

We cannot guarantee that changes would not be made to the financial or other terms of our indentures in connection with obtaining the supplemental indentures required for the Reorganization.

     We will seek to enter into supplemental indentures with respect to our existing indentures under which Willis-Ireland and/or certain of its subsidiaries will guarantee the obligations of the issuers of our notes. One of the conditions to consummation of the Transaction is that Willis-Ireland enter into the supplemental indentures on terms acceptable to us, although we may waive this condition. Please see “Proposal Number One: The Transaction—Conditions to Consummation of the Transaction.” Although we expect that no material change would be made to the financial or other terms of our indentures in connection with obtaining the supplemental indentures, we cannot guarantee that there would not be any such material change. Please see “Proposal Number One: The Transaction—Supplemental Indentures.”

We may choose to abandon or delay the Transaction.

     We may abandon or delay the Transaction at any time prior to the Scheme of Arrangement becoming effective by action of our board of directors, even after the special court-ordered meeting and the sanction of the Supreme Court of Bermuda. While we currently expect to complete the Transaction as soon as practicable after obtaining shareholder approval of the Scheme of Arrangement at the meeting, our board of directors may delay the Transaction for a significant time or may abandon the Transaction after the meeting because, among other reasons, the Transaction is no longer in our best interest or the best interests of our shareholders or may not result in the benefits we expect, or our estimated cost of the Transaction increases. Additionally, we may not be able to obtain the requisite shareholder or court approvals. Please see “Proposal Number One: The Transaction—Amendment, Termination or Delay.”

If the common shareholders of Willis-Bermuda do not approve the distributable reserves proposal, Willis-Ireland may not be able to pay dividends or repurchase shares following the Transaction. In addition, there is no guarantee that Irish High Court approval of the creation of distributable reserves will be forthcoming.

     Under Irish law, dividends must be paid and share repurchases must generally be funded out of “distributable reserves,” which Willis-Ireland will not have immediately following the Transaction Time. Please see “Description of Willis Group Holdings plc Share Capital—Dividends” and “—Share Repurchases, Redemptions and Conversions.” If the Scheme of Arrangement is approved, the common shareholders of Willis-Bermuda will also be asked at the special court-ordered meeting to approve the creation of distributable reserves of Willis-Ireland (through the reduction of the share premium account of Willis-Ireland), in order to permit us to continue to pay quarterly dividends and repurchase shares following the Transaction. Approval of the distributable reserves proposal is not a condition to the Transaction, but is required under Irish law to continue our existing dividend payments. Accordingly, if the common shareholders of Willis-Bermuda approve the Scheme of Arrangement but do not approve the

distributable reserves proposal, and the Transaction is consummated, Willis-Ireland may not have sufficient distributable reserves to pay dividends or to repurchase shares following the Transaction.

     In addition, the creation of distributable reserves requires the approval of the Irish High Court. Although we are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court and there is no guarantee that such approval will be forthcoming. Even if the Irish High Court does approve the creation of distributable reserves, it may take substantially longer than we anticipate. Please see “Proposal Number Two: Creation of Distributable Reserves.”

As a result of different shareholder voting requirements in Ireland relative to Bermuda, we will have less flexibility with respect to certain aspects of capital management than we now have.

     Under Bermuda law, our directors may issue, without shareholder approval, any common shares authorized in our memorandum of association that are not already issued. Irish law allows shareholders to authorize a board of directors to subsequently issue shares without shareholder approval for a period of five years. Additionally, subject to specified exceptions, Irish law grants statutory pre-emptive rights to existing shareholders to subscribe for new issuances of shares for cash, but allows shareholders to authorize the waiver of such statutory pre-emptive rights. In advance of the Transaction, the current shareholders of Willis-Ireland will have provided such authority to issue shares and waived these statutory pre-emption rights for a period of five years in each case. These authorizations must be renewed by the shareholders every five years and we cannot guarantee that these authorizations will always be approved, which could limit our ability to issue equity and thereby adversely affect the holders of our debt securities. As a result of these Irish law requirements, situations may arise where the flexibility we now have in Bermuda would have provided benefits to our shareholders that will not be available in Ireland.

As a result of different shareholder voting requirements in Ireland relative to Bermuda, we will have less flexibility with respect to our ability to amend our constituent documents than we now have.

     Under Bermuda law and our current bye-laws, the bye-laws may be amended by the vote of the holders of a majority of the outstanding shares, except for certain enumerated provisions. Irish law requires a special resolution of 75% of the shareholder votes cast at a general meeting for any amendment to the articles of association of Willis-Ireland. As a result of this Irish law requirement, situations may arise where the flexibility we now have in Bermuda would have provided benefits to our shareholders that will not be available in Ireland. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—Amendment of Governing Documents.”

After the Transaction, attempted takeovers of Willis-Ireland will be subject to the Irish Takeover Rules and subject to review by the Irish Takeover Panel.

     We will become subject to the Irish Takeover Rules, under which the board of directors of Willis-Ireland will not be permitted to take any action which might frustrate an offer for Willis-Ireland ordinary shares once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent. Further, it could be more difficult for Willis-Ireland to obtain shareholder approval for a merger or negotiated transaction after the Transaction because the shareholder approval requirements for certain types of transactions differ, and in some cases are greater, under Irish law than under Bermuda law. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—Capitalization,” “—Pre-emption Rights, Share Warrants and Share Options” and “—Distributions and Dividends; Repurchases and Redemptions.”

After the Transaction, a future transfer of your Willis-Ireland ordinary shares may be subject to Irish stamp duty.

     In certain circumstances, the transfer of shares in an Irish incorporated company will be subject to Irish stamp duty which is a legal obligation of the buyer. This duty is currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher. However, transfers of book-entry interests in DTC representing Willis-Ireland shares should not be subject to Irish stamp duty. Accordingly, transfers

by shareholders who hold their Willis-Ireland ordinary shares beneficially through brokers which in turn hold those shares through DTC, should not be subject to Irish stamp duty on transfers to holders who also hold through DTC. This exemption is available because our shares are traded on a recognized stock exchange in the U.S. Any transfer of Willis-Ireland ordinary shares which is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is executed by or on behalf of the seller, is duly stamped and is provided to our transfer agent. Although in the majority of transactions there should be no stamp duty because the transaction is effected by transfer of book-entry interest through DTC, this additional risk for the buyer could adversely affect the price of our shares.

     Any transfer of Willis-Ireland shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to our transfer agent. Willis-Ireland’s articles of association allow Willis-Ireland, in its absolute discretion, to create an instrument of transfer and pay any stamp duty payable by a buyer. In the event of any such payment, Willis-Ireland is (on behalf of itself or its affiliates) entitled to (i) seek reimbursement from the buyer or seller (at its discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the buyer or seller (at its discretion), and (iii) claim a lien against the Willis-Ireland shares on which it has paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Willis-Ireland shares has been paid unless one or both of such parties is otherwise notified by us.

After the Transaction, dividends received by you may be subject to Irish dividend withholding tax.

     In certain circumstances, as an Irish tax resident company, Willis-Ireland may be required to deduct Irish dividend withholding tax (currently at the rate of 20%) from dividends paid to its shareholders. Shareholders resident in “relevant territories” (including countries that are EU member states (other than Ireland), the U.S. and other countries with which Ireland has signed a tax treaty whether that treaty has been ratified or not) should not be subject to Irish withholding tax provided that, in each case, they complete certain tax forms. However, some shareholders may be subject to withholding tax, which could adversely affect the price of Willis-Ireland’s shares. Please see “Material Tax Considerations—Irish Tax Considerations—Withholding Tax on Dividends.”

After the Transaction, dividends received by you could be subject to Irish income tax.

     Dividends paid in respect of Willis-Ireland shares will generally not be subject to Irish income tax where the beneficial owner of these dividends is exempt from dividend withholding tax, unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Willis-Ireland. Willis-Ireland shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on the dividend unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Willis-Ireland. Please see “Material Tax Considerations—Irish Tax Considerations—Income Tax on Dividends Paid on Willis Shares.”

     Willis recommends that each shareholder consult his or her own tax advisor as to the tax consequences of holding shares in and receiving dividends from Willis.

The market for the Willis-Ireland shares may differ from the market for the Willis-Bermuda shares.

     We intend to list the Willis-Ireland ordinary shares on the NYSE under the symbol “WSH,” the same trading symbol as the Willis-Bermuda common shares. The market price, trading volume or volatility of the Willis-Ireland ordinary shares could be different than those of the Willis-Bermuda shares.

FORWARD-LOOKING STATEMENTS

     We have included in this document and in the documents incorporated by reference in this proxy statement, ‘‘forward-looking statements’’ within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included in this document that address activities, events or developments that we expect or anticipate may occur in the future, including such things as business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes are forward-looking statements. Political, economic, climatic, currency, tax, regulatory, competitive, and other factors could cause actual results to differ materially from those anticipated in the forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably,” or similar expressions, we are making forward-looking statements.

     The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For additional factors see also those factors discussed under “Risk Factors” and “Proposal Number One: The Transaction—Background and Reasons for the Transaction” and elsewhere in this proxy statement, as well as those in the documents that we incorporate by reference into this proxy statement (including, without limitation, the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2008, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009, and subsequent SEC filings, all of which are available online at www.sec.gov or on our website at www.willis.com). There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. We expressly disclaim any obligation to update these forward-looking statements other than as required by law.

     Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

PROPOSAL NUMBER ONE: THE TRANSACTION

Overview

     The Transaction will effectively change our place of incorporation from Bermuda to Ireland.

     As explained in more detail below, the Scheme of Arrangement on which we are asking you to vote will effect the Transaction, which is part of a broader Reorganization.

     The Transaction involves several steps. On September 24, 2009, Willis-Bermuda, the Bermuda company whose common shares you currently own, formed Willis-Ireland as a direct subsidiary. On         , 2009, we petitioned the Supreme Court of Bermuda to order the calling of a meeting of Willis-Bermuda common shareholders to approve the Scheme of Arrangement. On           , 2009, the Supreme Court of Bermuda ordered us to seek your approval of the Scheme of Arrangement. We will hold the special court-ordered meeting to approve the Scheme of Arrangement on           , 2009. If we obtain the necessary shareholder approval, the Supreme Court of Bermuda will hold the Sanction Hearing, which is expected to be held on           , 2009, to sanction the Scheme of Arrangement. Assuming we receive the necessary approvals from Willis-Bermuda’s shareholders and the Supreme Court of Bermuda and the conditions to consummation of the Transaction are satisfied (and we do not abandon the Transaction), we will file the court order sanctioning the Scheme of Arrangement with the Bermuda Registrar of Companies, at which time the Scheme of Arrangement will be effective. Various steps of the Transaction will effectively occur simultaneously at the Transaction Time, which we anticipate will be after the close of trading on the NYSE on the day the Scheme of Arrangement becomes effective, and before the opening of trading on the NYSE on the next business day.

     At the Transaction Time, the following steps of the Transaction will effectively occur simultaneously:

	1.		All Willis-Bermuda common shares in issue shall be cancelled and shall cease to exist.
	2.		Willis-Ireland will issue ordinary shares on a one-for-one basis to the holders of Willis-Bermuda common shares that have been cancelled; provided, however, we will not issue Willis-Ireland ordinary shares in substitution for common shares held by Willis-Bermuda (other than shares held by or for the benefit of certain equity incentive plans).
	3.		In consideration for the issuance by Willis-Ireland of its ordinary shares to the Willis-Bermuda common shareholders as set forth in paragraph 2 above, Willis-Bermuda will allot and issue ___ fully paid Willis-Bermuda common shares to Willis-Ireland (which will then comprise all the Willis-Bermuda common shares in issue).
	4.		All previously outstanding ordinary shares of Willis-Ireland, which prior to the Transaction Time will be held by Willis-Bermuda and its nominees, will be acquired by Willis-Ireland and cancelled for no consideration in accordance with a resolution passed by Willis-Bermuda and the other current shareholders of Willis-Ireland.

     As a result of the Transaction, the common shareholders of Willis-Bermuda will become shareholders of Willis-Ireland, and Willis-Bermuda will become a wholly-owned subsidiary of Willis-Ireland.

     In connection with the completion of the Transaction, Willis-Ireland will assume, on a one-for-one basis, Willis-Bermuda’s existing obligations in connection with awards granted under Willis-Bermuda’s equity incentive plans and other similar equity awards. Willis-Ireland will also assume the obligations of Willis-Bermuda as a guarantor under the indentures governing our outstanding notes and our credit agreement. In addition, any securities issued by Willis-Bermuda or its subsidiaries that are convertible, exchangeable or exercisable into common shares of Willis-Bermuda will become convertible, exchangeable or exercisable, as the case may be, into ordinary shares of Willis-Ireland. Further, after the Transaction we expect to transfer the assets of Willis-Bermuda to Willis-Ireland and/or a subsidiary of Willis-Ireland and thereafter liquidate or dissolve Willis-Bermuda, as required by Willis-Bermuda’s bye-laws.

     At September 1, 2009, 166,661,539 common shares of Willis-Bermuda were issued and outstanding and an additional 11,241 common shares were held in treasury.

     There currently are no fractional shares held of record and we do not expect there to be any such fractional shares held of record immediately prior to the Transaction Time.

Background and Reasons for the Transaction

     We are currently incorporated in Bermuda, where we have been incorporated since February 8, 2001. While our tenure in Bermuda has served Willis-Bermuda and its shareholders well, the board of directors has had cause to revisit the decision regarding the location of our place of incorporation and determined that it no longer remained appropriate to be located in Bermuda because proposals have from time to time been made and/or legislation has been introduced to change the U.S. tax laws that, if enacted, could increase our tax burden. In addition, the OECD has issued a statement whereby they are expected to use tax policy to address certain tax haven issues. Also, there continues to be negative publicity regarding, and criticism of, companies that are domiciled in countries that do not have a substantial network of commercial, tax and other treaties and trade agreements.

     After considering various factors and reviewing a number of different countries, our board of directors determined that it was advisable to change the jurisdiction of incorporation of the parent company of Willis to Ireland.

     Our board of directors’ determination that Ireland is the preferred choice for the domicile of the Willis parent company followed a study by management and outside advisors, and was reached based on many factors, including the following, in addition to those described above:

	•		As we continue to grow our business internationally, we believe that moving to Ireland will facilitate future business expansion. We have had company operations serving a wide range of clients in Ireland since 1903. Currently, we have approximately 300 employees in Ireland and we are one of the largest insurance brokers in Ireland. We intend to hire additional employees in Ireland to assist with board meetings and other head office functions.
	•		Ireland has strong international relationships as a member of the EU and a long history of international investment and long-established commercial relationships, trade agreements and tax treaties with the other EU member states, the U.S. and other countries around the world where we do business. Ireland is also a founding member of the OECD. As a result, we believe Ireland offers a stable long-term legal and regulatory environment with the financial and legal infrastructure to meet our needs, and that changing our jurisdiction of incorporation to Ireland may:

	•		improve our position with respect to various OECD and EU withholding and other tax proposals that could adversely affect companies incorporated in certain jurisdictions outside the OECD or the EU;
	•		improve our position with respect to certain U.S. federal and state legislative and regulatory proposals;
	•		permit favorable EU tax directives to apply to us; and
	•		permit us to maintain a competitive worldwide effective corporate tax rate.

•

Ireland, like Bermuda, the UK and the U.S., is an English-speaking common law jurisdiction. As such, we believe its legal system is less prescriptive and more flexible than those of civil law jurisdictions and also more familiar to us and our shareholders.

	•		Ireland permits the payment of dividends in U.S. dollars.
	•		Ireland is the only English-speaking member of the eurozone.

     We cannot assure you that the anticipated benefits of the Reorganization will be realized. In addition to the potential benefits described above, the Reorganization will expose you and us to some risks. These risks include the following:

	•		your rights as a shareholder will change due to differences between Bermuda and Irish law and between the governing documents of Willis-Bermuda and Willis-Ireland;
	•		our effective tax rate may increase whether we effect the Reorganization or not;
	•		legislative and regulatory action could materially and adversely affect us regardless of whether we complete the Reorganization;
	•		the Reorganization may result in additional costs even if it is not completed;
	•		potential changes may be required to the financial or other terms of our credit agreement or indentures in connection with obtaining the appropriate consents, waivers and/or amendments required for or supplemental indentures entered into in connection with the Reorganization;
	•		we may choose to abandon the Transaction;
	•		if the distributable reserves proposal is not approved, Willis-Ireland may not be able to pay dividends or repurchase shares following the Transaction;
	•		increased shareholder voting requirements in Ireland will reduce our flexibility in some aspects of capital management and our ability to amend the articles of association;
	•		the board of directors may be subject to takeover regulation under Irish law not necessarily applicable in Bermuda;
	•		the transfer of Willis-Ireland shares after the Transaction may be subject to Irish stamp duty;
	•		dividends paid following the Transaction may be subject to Irish dividend withholding tax or Irish income tax; and
	•		the market for Willis-Ireland shares may differ from the market for Willis-Bermuda shares.

     Please see the discussion under “Risk Factors.” Our board of directors has considered both the potential advantages of the Transaction and the associated risks and has approved the Scheme of Arrangement and recommends that the shareholders vote for the Scheme of Arrangement.

Amendment, Termination or Delay

     The Scheme of Arrangement may be amended, modified or supplemented at any time before or after its adoption by the common shareholders of Willis-Bermuda at the special court-ordered meeting. However, after adoption, no amendment, modification or supplement may be made or effected that legally requires further approval by Willis-Bermuda’s shareholders without obtaining that approval.

     At the Sanction Hearing, the Supreme Court of Bermuda may impose such conditions as it deems appropriate in relation to the Scheme of Arrangement, but may not impose any material changes without the joint consent of Willis-Bermuda and Willis-Ireland. Willis-Bermuda may, subject to U.S. securities law constraints, consent to any modification of the Scheme of Arrangement on behalf of the shareholders which the Supreme Court of Bermuda may think fit to approve or impose.

     The board of directors of Willis-Bermuda may terminate the Scheme of Arrangement and abandon the Transaction, or delay the Transaction, at any time prior to the effectiveness of the Scheme of Arrangement, without obtaining the approval of Willis-Bermuda’s shareholders, even though the Scheme of Arrangement may have been approved by such shareholders and sanctioned by the Supreme Court of Bermuda and all other conditions to the Transaction may have been satisfied, if the board of directors determines that such course is in our best interests.

     Unless the Scheme of Arrangement has become effective on or before          ,       or such later date, if any, as Willis-Bermuda may agree and the Supreme Court of Bermuda may allow, the Scheme of Arrangement will lapse by its terms and not come into effect.

Conditions to Consummation of the Transaction

     The Transaction will not be completed unless, among other things, the following conditions are satisfied or, if allowed by law, waived:

	•		a definitive version of this proxy statement has been filed with the SEC;
	•		the Scheme of Arrangement is approved by the requisite vote of the common shareholders of Willis-Bermuda;
	•		the requisite court order sanctioning the Scheme of Arrangement is obtained from the Supreme Court of Bermuda;
	•		at the Transaction Time, there is no threatened, pending or effective decree, order, injunction or other legal restraint prohibiting the consummation of the Scheme of Arrangement or related transactions;
	•		the Willis-Ireland shares to be issued pursuant to the Transaction are authorized for listing on the NYSE, subject to official notice of issuance;
	•		all consents and governmental authorizations that are necessary, desirable or appropriate in connection with the Scheme of Arrangement and related transactions (including, without limitation, waivers, consents and/or amendments to the credit agreement and the entering into of supplemental indentures with respect to the indentures) are obtained on terms acceptable to Willis-Bermuda and are in full force and effect; and
	•		Willis-Bermuda receives an opinion from Ernst & Young LLP, in form and substance reasonably satisfactory to it, confirming, as of the Transaction Time, the matters discussed under “Material Tax Considerations—U.S. Federal Income Tax Considerations,” and the matters discussed under “Material Tax Considerations—Irish Tax Considerations.”

Court Sanction of the Scheme of Arrangement

     Pursuant to Section 99 of the Bermuda Companies Act 1981 (the “Bermuda Companies Act”), the Scheme of Arrangement must be sanctioned by the court in Bermuda. This requires Willis-Bermuda to file a petition (the “Petition”) for the Scheme of Arrangement with the Supreme Court of Bermuda. Prior to the mailing of this proxy statement, Willis-Bermuda obtained directions from the Supreme Court of Bermuda providing for the convening of a meeting of Willis-Bermuda’s shareholders and other procedural matters regarding the meeting and the Supreme Court of Bermuda proceeding, including a date upon which the Supreme Court of Bermuda will hear the Petition. A copy of the Supreme Court of Bermuda’s directions is attached as Annex D to this proxy statement. Subject to the common shareholders of Willis-Bermuda approving the Scheme of Arrangement with the vote required by the Bermuda Companies Act, a Sanction Hearing will be required to hear the Petition and sanction the Scheme of Arrangement. At the Sanction Hearing, the Supreme Court of Bermuda may impose such conditions as it deems appropriate in relation to the Scheme of Arrangement, but may not impose any material changes without the joint consent of Willis-Bermuda and Willis-Ireland. Willis-Bermuda may, subject to U.S. securities law constraints, consent to any modification of the Scheme of Arrangement on behalf of the shareholders which the Supreme Court of Bermuda may think fit to approve or impose. In determining whether to exercise its discretion and sanction the Scheme of Arrangement, the Supreme Court of Bermuda will determine, among other things, whether the Scheme of Arrangement is fair to Willis-Bermuda’s shareholders. We expect the Sanction Hearing to be held on           , 2009 at the Supreme Court of Bermuda in Hamilton, Bermuda. If you are a common shareholder who wishes to appear in person or by counsel at the Sanction Hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement, you may do so. In addition, the Supreme Court of Bermuda has wide discretion to hear from interested parties. Willis-Bermuda will not object to the participation in the Sanction Hearing by any common shareholder who holds shares through a broker. In accordance with its terms, the Scheme of Arrangement will become effective as soon as a copy of the Order of the Supreme Court of Bermuda sanctioning the Scheme of Arrangement has been delivered to the Registrar of Companies of Bermuda for registration as required by Section 99 of the Bermuda Companies Act. Please see “—Conditions to Consummation of the Transaction” for more information on the conditions to the Transaction.

     At the special court-ordered meeting, Willis-Bermuda’s shareholders will be asked to approve the Scheme of Arrangement, substantially in the form attached as Annex A to this proxy statement. If the shareholders approve the Scheme of Arrangement, then Willis-Bermuda will apply for sanction of the Scheme of Arrangement at the Sanction Hearing. We encourage you to read the Scheme of Arrangement in its entirety for a complete description of its terms and conditions.

     Once the Scheme of Arrangement is effective, the Supreme Court of Bermuda will have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which arises out of or is connected with the terms of the Scheme of Arrangement or its implementation or out of any action taken or omitted to be taken under the Scheme of Arrangement or in connection with the administration of the Scheme of Arrangement. A common shareholder who wishes to enforce any rights under the Scheme of Arrangement after such time must notify Willis-Bermuda in writing of its intention at least five business days prior to commencing a new proceeding. After the Transaction Time, no shareholder may commence a proceeding against Willis-Ireland or Willis-Bermuda in respect of or arising from the Scheme of Arrangement except to enforce its rights under the Scheme of Arrangement where a party has failed to perform its obligations under the Scheme of Arrangement.

     When under any provision of the Scheme of Arrangement a matter is to be determined by Willis-Bermuda, then Willis-Bermuda will have discretion to interpret those matters under the Scheme of Arrangement in a manner that it considers fair and reasonable, and its decisions will be binding on all concerned.

Federal Securities Law Consequences; Resale Restrictions

     The issuance of Willis-Ireland shares to Willis-Bermuda’s shareholders in connection with the Transaction will not be registered under the Securities Act. Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction after a hearing upon the fairness of the terms and

conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. In determining whether it is appropriate to sanction the Scheme of Arrangement, the Supreme Court of Bermuda will consider at the Sanction Hearing whether the terms and conditions of the Scheme of Arrangement are fair to Willis-Bermuda’s shareholders. The Supreme Court of Bermuda has fixed the date and time for the Sanction Hearing, which is expected to be held at the Supreme Court of Bermuda in Hamilton, Bermuda, on           , 2009. The Willis-Ireland shares issued to Willis-Bermuda common shareholders in connection with the Transaction will be freely transferable, except for restrictions applicable to certain “affiliates” of Willis-Bermuda under the Securities Act, as follows:

	•		Persons who were not affiliates of Willis-Bermuda at the Transaction Time and have not been affiliates within 90 days prior to such time will be permitted to sell any Willis-Ireland shares received in the Transaction without regard to Rule 144 under the Securities Act.
	•		Persons who were affiliates of Willis-Bermuda at the Transaction Time or were affiliates within 90 days prior to such time will be permitted to resell any Willis-Ireland shares they receive pursuant to the Transaction in the manner permitted by Rule 144. In computing the holding period of the Willis-Ireland shares for the purposes of Rule 144(d), such persons should be permitted to “tack” the holding period of their Willis-Bermuda shares held prior to the Transaction Time.
	•		Persons whose shares of Willis-Bermuda bear a legend restricting transfer will receive shares of Willis-Ireland that are subject to the same restrictions.

     Persons who may be deemed to be affiliates of Willis-Bermuda and Willis-Ireland for these purposes generally include individuals or entities that control, are controlled by, or are under common control with, Willis-Bermuda and Willis-Ireland and would generally not be expected to include shareholders who are not executive officers, directors or significant shareholders of Willis-Bermuda and Willis-Ireland.

     We have not filed a registration statement with the SEC covering any resales of the Willis-Ireland shares to be received by Willis-Bermuda’s shareholders in connection with the Transaction. Willis-Ireland intends to file certain post-effective amendments to existing effective registration statements of Willis-Bermuda concurrently with the completion of the Transaction.

     Upon consummation of the Transaction, the ordinary shares of Willis-Ireland will be deemed to be registered under Section 12(b) of the Exchange Act, by virtue of Rule 12g-3 under the Exchange Act, without the filing of any Exchange Act registration statement.

Effective Date and Transaction Time

     If the Scheme of Arrangement is approved by the requisite shareholder vote and sanctioned by the Supreme Court of Bermuda and the other conditions to the consummation of the Transaction are satisfied (and we do not abandon the Transaction), the Scheme of Arrangement will become effective upon our filing of the court order sanctioning the Scheme of Arrangement with the Bermuda Registrar of Companies. Various steps of the Transaction will occur effectively simultaneously at the Transaction Time, which we anticipate will be 6:59 p.m. Eastern Time on           . The expected timetable for the Transaction is set forth in Annex E to this proxy statement.

     In the event the conditions to the Transaction are not satisfied, the Transaction may be abandoned or delayed, even after approval by Willis-Bermuda’s shareholders and the sanction of the Supreme Court of Bermuda. In addition, the Transaction may be abandoned or delayed by our board of directors at any time prior to the Scheme of Arrangement becoming effective, without obtaining the approval of Willis-Bermuda’s shareholders, even though the Scheme of Arrangement may have been approved by Willis-Bermuda’s shareholders and sanctioned by the Supreme Court of Bermuda and all other conditions to the Transaction may have been satisfied. Please see “—Amendment, Termination or Delay.”

Management of Willis-Ireland

     When the Transaction is completed, the executives and directors of Willis-Bermuda immediately prior to the completion of the Transaction will be the executives and directors of Willis-Ireland. Willis-Ireland’s memorandum and articles of association, as they will be in effect after the Transaction, provide for a single class of directors, just as Willis-Bermuda currently has, and Willis-Ireland’s directors will be subject to re-election at the 2010 annual general meeting of Willis-Ireland.

Deeds of Indemnification

     Willis-Bermuda’s bye-laws require it to indemnify any director, alternate director, officer and member of a committee constituted under the bye-laws and any resident representative against all liabilities incurred or suffered by such person as a director, alternate director, officer and committee member or resident representative. The bye-laws further provide that such indemnified persons shall be indemnified out of Willis-Bermuda’s funds against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment is given in his favor, or in which he or she is acquitted, or in connection with any application under the Bermuda Companies Act in which relief from liability is granted to him by the court. The Willis-Bermuda bye-laws also require Willis-Bermuda to pay reasonable expenses incurred in a proceeding in advance of the final disposition of any such proceeding, provided that the indemnified person undertakes to repay Willis-Bermuda if it is ultimately determined that such person was not entitled to indemnification.

     Willis-Ireland’s articles of association contain similar indemnification and expense advancement provisions, although the scope of the indemnification provided to Willis-Ireland’s directors and Secretary is limited in accordance with the Irish Companies Acts. For information on the limitations on the ability of an Irish company to indemnify its directors or its Secretary, please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—Indemnification of Directors and Officers; Insurance.”

     In addition, due to the difference between Irish and Bermuda law and in connection with the Transaction, we expect that each of Willis-Ireland and Willis North America Inc., or such other subsidiary of Willis-Ireland as the board of directors deem appropriate, will enter into indemnification agreements (or deed poll indemnities) with or as to each of Willis-Ireland’s directors and certain officers, as well as with individuals serving as directors or officers of our subsidiaries, providing for the indemnification of, and advancement of expenses to, these persons. We expect and intend that the indemnification and expense advancement provided under these indemnification agreements (or deed poll indemnities) will be substantially similar to that currently afforded by Willis-Bermuda under its bye-laws to its directors and officers and those serving at its request in other capacities as described above.

     Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—Indemnification of Directors and Officers; Insurance.”

Interests of Certain Persons in the Transaction

     Except for the indemnification arrangements described above, no person who has been a director or executive officer of Willis-Bermuda at any time since the beginning of the last fiscal year, or any associate of any such person, has any substantial interest in the Transaction, except for any interest arising from his or her ownership of securities of Willis. No such person is receiving any extra or special benefit not shared on a pro rata basis by all other holders of common shares of Willis-Bermuda.

Required Vote; Board Recommendation

     The special court-ordered meeting will be conducted in accordance with the directions of the Supreme Court of Bermuda. The presence in person or by proxy of the holders of at least 50% of the Willis-Bermuda common shares outstanding and entitled to vote at the meeting constitutes a quorum for the conduct of business. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum in respect of the proposals. A broker “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares. Assuming the presence of a quorum at the meeting, the Scheme of Arrangement must be approved by a majority in number of the

holders of the Willis-Bermuda common shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the Willis-Bermuda common shares present and voting on the proposal, whether in person or by proxy. Please see “The Special Court-Ordered Meeting—Record Date; Voting Rights; Vote Required for Approval.” Our board of directors has approved the Scheme of Arrangement and recommends that shareholders vote “FOR” approval of all of the proposals.

Regulatory Matters

     Other than the Scheme of Arrangement, we are not aware of any other governmental approvals or actions that are required to complete the Transaction other than compliance with U.S. federal and state securities laws and Bermuda and Irish corporate law. We do not believe that any significant regulatory approvals will be required to effect the Transaction.

No Appraisal Rights

     Under Bermuda law, none of the common shareholders of Willis-Bermuda has any dissenters’ rights or right to an appraisal of the value of their shares or receive payment for them in connection with the Transaction.

No Action Required to Cancel Willis-Bermuda Shares and Receive Willis-Ireland Shares

     Assuming the Transaction becomes effective, your Willis-Bermuda common shares will be cancelled and Willis-Ireland ordinary shares will be issued to you without any action on your part, regardless of whether you currently hold Willis-Bermuda common shares in certificated form. All of Willis-Ireland’s shares will be issued in uncertificated book-entry form. Consequently, if you currently hold Willis-Bermuda common shares in certificated form, following the Transaction, your share certificates will cease to have effect as documents or evidence of title and you may disregard such certificates. The transfer agent will make an electronic book-entry in your name and will mail you a statement evidencing your ownership of Willis-Ireland shares.

Dividend Policy

     Willis-Bermuda paid dividends totaling $1.03 per share on its common shares in the fiscal year 2008. Willis normally pays dividends on a quarterly basis to shareholders of record on March 31, June 30, September 30 and December 31. For the quarter ended June 30, 2009, the board of directors declared a regular quarterly cash dividend on Willis’ common stock of $0.26 per share, or an annual rate of $1.04 per share. The dividend is payable on October 12, 2009 to shareholders of record on September 30, 2009. Please see “Market Price and Dividend Information.” Future dividends, if any, on the Willis-Bermuda common shares and/or Willis-Ireland ordinary shares will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the board of directors may deem relevant, as well as our ability to pay dividends in compliance with the Bermuda Companies Act or Irish law, as applicable.

     Under Irish law, dividends must be paid out of “distributable reserves,” which Willis-Ireland will not have immediately following the Transaction Time but which we are taking steps to create. Please see “Risk Factors,” “Description of Willis Group Holdings plc Share Capital—Dividends” and “Proposal Number Two: Creation of Distributable Reserves.”

     For a description of the Irish tax rules relating to dividends, please see “Material Tax Considerations—Irish Tax Considerations.”

Share Compensation Plans

     We have a variety of equity incentive plans, deferred compensation plans, and other plans, agreements, awards and arrangements outstanding that provide for options, restricted shares or other rights to purchase or receive shares of Willis-Bermuda (or the right to receive benefits or amounts by reference to those shares). We refer to these plans, agreements, awards and arrangements as our equity incentive plans. Some of our equity incentive plans are sponsored by Willis-Bermuda, and others are sponsored by some of our

subsidiaries or affiliates. In furtherance of the Transaction, our equity incentive plans require amendments or other modifications. For instance, if the Transaction is completed, Willis-Ireland will assume, on a one-for-one basis, Willis-Bermuda’s existing obligations to deliver shares under our equity incentive plans (as they may be amended or modified to take into account the Transaction and, if applicable, subject to any necessary governmental approvals for tax purposes in specified jurisdictions). To the extent Willis-Bermuda currently sponsors those equity incentive plans, Willis-Ireland will assume or adopt those equity incentive plans. At the same time, equity incentive plans sponsored by subsidiaries or other affiliates are expected to continue to be sponsored by those subsidiaries or other affiliates, even though Willis-Ireland will assume some obligations under those equity incentive plans. The amendments or other modifications will be necessary, among other things, to: (i) facilitate the assumption or adoption by Willis-Ireland of the various equity incentive plans it will sponsor or various rights, duties or obligations under the equity incentive plans; (ii) provide that shares of Willis-Ireland will be issued, acquired, purchased, held, available or used to measure benefits or calculate amounts as appropriate under the equity incentive plans, instead of shares of Willis-Bermuda; and (iii) provide for the appropriate substitution of Willis-Ireland in place of references to Willis-Bermuda under the equity incentive plans. Shareholder approval of the Scheme of Arrangement will also constitute shareholder approval of these amendments or modifications and the relevant adoption and assumption of the equity incentive plans by Willis-Ireland.

Stock Exchange Listing

     Willis-Bermuda’s common shares are currently listed on the NYSE. There is currently no established public trading market for the ordinary shares of Willis-Ireland. We intend to make application so that, immediately following the Transaction Time, the ordinary shares of Willis-Ireland will be listed on the NYSE under the symbol “WSH,” the same symbol under which the Willis-Bermuda common shares are currently listed. We do not plan for Willis-Ireland’s ordinary shares to be listed on the Irish Stock Exchange at the present time.

Accounting Treatment of the Transaction

     Under U.S. GAAP, the Transaction represents a transaction between entities under common control. Assets and liabilities are transferred at carrying value between entities under common control. Accordingly, the assets and liabilities of Willis-Ireland will be reflected at their carrying amounts in the accounts of Willis-Bermuda at the Transaction Time.

Supplemental Indentures

     Upon completion of the Transaction, we expect Willis-Ireland to enter into supplemental indentures to the indentures governing the following notes issued by current subsidiaries of Willis-Bermuda: (i) the 5.125% senior notes, 5.625% senior notes, 6.20% senior notes and 7.00% senior notes issued by Willis North America Inc. and (ii) the 12.875% senior notes issued by Trinity Acquisition Ltd. The supplemental indentures will provide that Willis-Ireland and/or certain of its subsidiaries will guarantee the obligations of the issuer under the indentures. One of the conditions to consummation of the Transaction is that we enter into the supplemental indentures on terms acceptable to us, although we may waive this condition. Please see “—Conditions to Consummation of the Transaction.” Although we expect that no material change would be made to the financial or other terms of the indentures in connection with entering into the supplemental indentures, we cannot guarantee that there would not be any such material change.

Credit Agreement

     We will seek consents, waivers, and/or amendments to our five-year credit agreement in order to avoid any technical defaults that would otherwise result in connection with the Reorganization. One of the conditions to consummation of the Transaction is that we enter into and/or obtain the appropriate consents, waivers and/or amendments under our credit agreement on terms acceptable to us, although we may waive this condition. Please see “—Conditions to Consummation of the Transaction.” Although we expect that no material change would be made to the financial or other terms of the credit agreement in connection with

obtaining the appropriate consents, waivers and/or amendments, we cannot guarantee that there would not be any such material change.

Effect of the Transaction on Potential Future Status as a Foreign Private Issuer

     Upon completion of the Transaction, we will remain subject to SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the 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. GAAP. We will also comply with any additional reporting requirements of Irish law.

     Willis-Bermuda currently is not a “foreign private issuer” within the meaning of the rules promulgated under the Exchange Act, and we do not currently believe that Willis-Ireland will qualify as a “foreign private issuer” upon completion of the Transaction. The definition of a “foreign private issuer” has two parts—one based on a company’s percentage of U.S. resident shareholders and the other on its business contacts with the U.S. An organization incorporated under the laws of a foreign country qualifies as a foreign private issuer unless both parts of the definition are satisfied as of the last business day of its most recently completed second fiscal quarter. We believe Willis-Bermuda currently satisfies the shareholder test because more than 50% of our outstanding voting securities are held by U.S. residents, and we currently expect that Willis-Ireland will meet the shareholder test upon the completion of the Transaction. The business contacts test requires that any of the following be true with respect to the organization incorporated under the laws of a foreign country: (i) the majority of its executive officers or directors are U.S. citizens or residents; (ii) more than 50% of its assets are located in the U.S.; or (iii) its business is administered principally in the U.S. Willis-Bermuda currently meets the business contacts test, and we currently expect that Willis-Ireland will meet the business contacts test upon the completion of the Transaction. However, Willis-Ireland could fail to satisfy the shareholder test and/or the business contacts test at some time in the future and, as a result, qualify for status as a foreign private issuer. If that occurs, Willis-Ireland would be exempt from certain requirements applicable to U.S. public companies, including:

	•		the rules requiring the filing of Quarterly Reports on Form 10-Q and Current Reports on Form 8-K with the SEC;
	•		the SEC’s rules regulating proxy solicitations;
	•		the provisions of Regulation FD;
	•		the filing of reports of beneficial ownership under Section 16 of the Exchange Act (although beneficial ownership reports may be required under Section 13 of the Exchange Act); and
	•		“short-swing” trading liability imposed on insiders who purchase and sell securities within a six-month period.

     In addition, Willis-Ireland would then be allowed to:

	•		file annual reports within six months after the end of a fiscal year, and within four months after the end of a fiscal year beginning with fiscal years ending on or after December 15, 2011;
	•		include more limited compensation disclosure in its filings with the SEC;
	•		apply accounting principles other than U.S. GAAP to its financial statements, although reconciliation to U.S. GAAP would be required if IFRS is not used; and
	•		choose which reporting currency to use in presenting its financial statements.

PROPOSAL NUMBER TWO: CREATION OF DISTRIBUTABLE RESERVES

     Under Irish law, Willis-Ireland requires “distributable reserves” in its unconsolidated balance sheet prepared in accordance with the Irish Companies Acts to enable it to make distributions (including the payment of cash dividends) to its shareholders or to buy back shares. Distributable reserves generally means the accumulated realized profits of Willis-Ireland less accumulated realized losses of Willis-Ireland and includes reserves created by way of capital reduction. Please see “Description of Willis Group Holdings plc Share Capital—Dividends” and “—Share Repurchases, Redemptions and Conversions.” Immediately following implementation of the Transaction, the unconsolidated balance sheet of Willis-Ireland will not contain any distributable reserves, and “shareholders’ equity” in such balance sheet will be comprised entirely of “share capital” (equal to the aggregate par value of the Willis-Ireland shares issued in the Transaction) and “share premium” (resulting from the issuance of Willis-Ireland shares in the Transaction). The current shareholders of Willis-Ireland (which are Willis-Bermuda and its nominees) have passed a resolution that would create distributable reserves following the Transaction by converting to distributable reserves all of the share premium of Willis-Ireland. We expect that the distributable reserves of Willis-Ireland created in this manner will be approximately $     billion.

     The common shareholders of Willis-Bermuda are being asked at the special court-ordered meeting, pending the approval of the Scheme of Arrangement, to approve the creation of distributable reserves of Willis-Ireland (through the reduction of the share premium account of Willis-Ireland) that was previously approved by Willis-Bermuda and the other current shareholders of Willis-Ireland. The distributable reserves proposal requires the affirmative vote of holders of a simple majority of the Willis-Bermuda common shares present in person or by proxy at the meeting and voting on the proposal. Please see “The Special Court-Ordered Meeting—Record Date; Voting Rights; Vote Required for Approval.” Our board of directors has approved the distributable reserves proposal and recommends that shareholders vote “FOR” approval of all of the proposals.

     If the common shareholders of Willis-Bermuda approve the creation of distributable reserves and the Transaction is completed, we will seek to obtain the approval of the Irish High Court, which is required for the creation of distributable reserves to be effective, as soon as practicable following implementation of the Transaction. The approval of the Irish High Court is expected to be obtained within three to six weeks of the consummation of the Transaction.

     Approval of the distributable reserves proposal is not a condition to the Transaction, but is required under Irish law to continue our existing dividend payments. Accordingly, if the common shareholders of Willis-Bermuda approve the Scheme of Arrangement but do not approve the distributable reserves proposal, and the Transaction is consummated, Willis-Ireland may not have sufficient distributable reserves to pay dividends or to repurchase shares following the Transaction. In addition, although we are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, there is no guarantee that such approval will be forthcoming. Even if the Irish High Court does approve the creation of distributable reserves, it may take substantially longer than we anticipate. Please see “Risk Factors.”

MATERIAL TAX CONSIDERATIONS

     The information presented under the caption “U.S. Federal Income Tax Considerations” below is a discussion of the material U.S. federal income tax consequences to U.S. holders and non-U.S. holders (as defined below) of the Transaction and of investing in the Willis-Ireland shares received in the Transaction. The information presented under the caption “—Irish Tax Considerations” is a discussion of the material Irish tax consequences of the Transaction and of investing in the Willis-Ireland shares. The information presented under the caption “—UK Tax Considerations” is a discussion of the material UK tax consequences of the Transaction and of investing in the Willis-Ireland shares. The information presented under the caption “—Bermuda Tax Considerations” is a discussion of the material Bermuda tax consequences of the Transaction.

     You should consult your tax advisor regarding the applicable tax consequences to you of the Transaction and investing in the Willis-Ireland shares under the laws of the U.S. (federal, state and local), Ireland, UK, Bermuda and any other applicable foreign jurisdiction in light of your particular circumstances, including the effects of any changes in tax laws or regulations after the date of this proxy statement.

U.S. Federal Income Tax Considerations

In General

     The following discussion sets forth the material U.S. federal income tax consequences of the Transaction to Willis-Bermuda shareholders as of the date hereof. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to income tax.

     This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder and court and administrative rulings and decisions in effect on the date of this document. These laws may change, possibly retroactively, and any change could affect the continuing validity of this discussion.

     This discussion addresses only those holders that hold their Willis-Bermuda shares solely as capital assets within the meaning of Section 1221 of the Code. It does not address all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances or if you are subject to special treatment under U.S. federal income tax laws, including if you are:

	•		a financial institution;
	•		a tax-exempt organization;
	•		an S corporation, partnership, or other pass-through entity (or an investor in an S corporation, partnership, or other pass-through entity);
	•		an insurance company;
	•		a mutual fund;
	•		a dealer in stocks and securities, or foreign currencies;
	•		a trader in securities who elects the mark-to-market method of accounting for your securities;

	•		a holder of Willis-Bermuda stock who is subject to the alternative minimum tax provisions of the Code;
	•		a holder of Willis-Bermuda stock who received such stock through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation;
	•		a person who has been, but is no longer, a citizen or resident of the U.S.;
	•		a corporation that has been, but is no longer, organized in or under the laws of the U.S. or any political subdivision thereof;
	•		a U.S. holder (as defined below) who has a functional currency other than the U.S. dollar;
	•		a holder of Willis-Bermuda stock who holds such stock as part of a hedge, straddle, a constructive sale or conversion transaction; or
	•		a holder of Willis-Ireland shares who, immediately after the Transaction, actually or constructively owns 10% or more of the total combined voting power of all classes of stock entitled to vote of Willis-Ireland.

     This discussion assumes that neither Willis-Bermuda nor Willis-Ireland is currently, or was in the years preceding the Transaction (or will become), a “passive foreign investment company” under the Code (a “PFIC”). Neither Willis-Bermuda nor Willis-Ireland will request a ruling from the Internal Revenue Service (“IRS”) as to the U.S. federal income tax consequences of the Transaction, post-Transaction ownership and disposition of Willis-Ireland shares or any other matter. There can be no assurance that the IRS will not challenge any of the U.S. federal income tax consequences described below and that a court would not uphold such challenge.

     As used in the remainder of this discussion, the term “U.S. holder” means a beneficial owner of Willis-Bermuda shares (or record owner that does not hold such shares on behalf of another person), or, after the completion of the Transaction, Willis-Ireland shares, that is, for U.S. federal income tax purposes:

	•		a citizen or resident of the U.S.;
	•		a corporation (other than an S corporation) created or organized in or under the laws of the U.S. or any political subdivision thereof;
	•		an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•		a trust if it (i) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

     A “non-U.S. holder” is any beneficial owner of Willis-Bermuda shares (or record owner that does not hold such shares on behalf of another person), or after the completion of the Transaction, Willis-Ireland shares, that is not a partnership for U.S. federal income tax purposes and is not a U.S. holder. For purposes of this summary, “holder” or “shareholder” means either a U.S. holder or a non-U.S. holder or both, as the context may require.

     If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds the Willis-Bermuda or Willis-Ireland shares, the tax treatment of a partner will

generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Willis-Bermuda shares, you should consult your tax advisors.

     THIS SUMMARY IS NOT A SUBSTITUTE FOR AN INDIVIDUAL ANALYSIS OF THE TAX CONSEQUENCES OF THE TRANSACTION TO YOU. WE URGE YOU TO CONSULT A TAX ADVISOR REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTION IN LIGHT OF YOUR OWN PARTICULAR SITUATION.

Material Tax Consequences to U.S. Holders

The Transaction

     The U.S. holders who own shares of Willis-Ireland immediately after the Transaction and who received such shares in cancellation of their shares of Willis-Bermuda should generally recognize no gain or loss in the Transaction pursuant to Section 354 of the Code. The tax basis of the Willis-Ireland shares received by the U.S. holders in the Transaction should be equal to the adjusted tax basis of their Willis-Bermuda shares held prior to the Transaction. The holding period for the Willis-Ireland shares received by U.S. holders should include the period those holders held their Willis-Bermuda shares. U.S. holders who hold their Willis-Bermuda shares with differing tax bases or holding periods are urged to consult their tax advisors with regard to identifying the tax bases and holding periods of the particular Willis-Ireland shares received in the Transaction. Additionally, under applicable Treasury regulations, no U.S. holder should be required to file a “gain recognition agreement” with the IRS solely as a result of the Transaction.

Ownership of Willis-Ireland Shares following the Transaction

     Distributions on Willis-Ireland Shares. The gross amount of distributions on Willis-Ireland shares (including any amounts withheld to reflect Irish withholding tax) should be taxable as dividends to the extent paid out of Willis-Ireland’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles). Such income (including withheld taxes) should be includable in a U.S. holder’s gross income as ordinary income on the day it is actually or constructively received under U.S. federal income tax principles. Note that non-corporate holders of shares of Willis-Ireland who receive such dividends are not eligible for the dividends-received deduction allowed to corporations under the Code.

     With respect to non-corporate U.S. holders, certain dividends received in taxable years beginning before January 1, 2011 from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the U.S. which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The U.S. Treasury Department has determined that the current income tax treaty between the U.S. and Ireland meets these requirements, and Willis-Ireland believes it is eligible for the benefits of that treaty. A foreign corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the U.S. U.S. Treasury Department guidance indicates that Willis-Ireland shares, which are expected to be listed on the NYSE immediately following the Transaction, are readily tradable on an established securities market in the U.S. There can be no assurance that Willis-Ireland shares will be considered readily tradable on an established securities market in later years. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of Willis-Ireland’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

     Subject to certain conditions and limitations, Irish withholding taxes on dividends may be treated as foreign taxes eligible for credit against a U.S. holder’s U.S. federal income tax liability. For purposes of calculating the foreign tax credit, distributions paid on Willis-Ireland shares that are treated as dividends for U.S. federal income tax purposes may be treated as income from sources outside the U.S., in which case

such income would generally constitute passive category income. Further, in certain circumstances, if a U.S. holder:

	•		has held Willis-Ireland shares for less than a specified minimum period during which such holder is not protected from risk of loss; or
	•		is obligated to make payments related to the dividends;
such U.S. holder will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on the Willis-Ireland shares. The rules governing the foreign tax credit are complex. U.S. holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

     To the extent that the amount of any distribution exceeds Willis-Ireland’s current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution should first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the Willis-Ireland shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized on a subsequent disposition of the shares), and the balance in excess of adjusted basis should be taxed as capital gain recognized on a sale or exchange. Consequently, such distributions in excess of Willis-Ireland’s current and accumulated earnings and profits would generally not give rise to foreign source income and a U.S. holder would generally not be able to use the foreign tax credit arising from any Irish withholding tax imposed on such distributions unless such credit can be applied (subject to applicable limitations) against U.S. federal income tax due on other foreign source income in the appropriate category for foreign tax credit purposes. U.S. holders who hold their Willis-Ireland shares with differing tax bases are urged to consult their tax advisors in determining the consequences of distributions which exceed Willis-Ireland’s current and accumulated earnings and profits.

     Sale, Exchange or Other Taxable Disposition of Willis-Ireland Shares. For U.S. federal income tax purposes, a U.S. holder should recognize gain or loss on any sale or exchange of Willis-Ireland shares in an amount equal to the difference between the amount realized for the shares and the U.S. holder’s tax basis in such shares. Such gain or loss should generally be capital gain or loss. Capital gains of individuals, but not corporations, derived with respect to capital assets held for more than one year may be eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized should generally be treated as U.S. source gain or loss.

Passive Foreign Investment Company Rules

     Willis-Bermuda believes that it was not a PFIC (generally, a foreign corporation that has a specified percentage of “passive” income or assets, after the application of certain “look-through” rules) for U.S. federal income tax purposes for its 2009 taxable year and it does not expect Willis-Ireland to become a PFIC in the foreseeable future. However, because PFIC status depends on the composition of a company’s income and assets and the market value of its assets from time to time, there can be no assurance that Willis-Ireland will not be a PFIC for any taxable year. If Willis-Bermuda was or Willis-Ireland is a PFIC for any taxable year during which a U.S. holder held Willis-Bermuda shares or holds Willis-Ireland shares, certain adverse tax consequences could apply to such U.S. holder.

Treatment of Certain Irish Taxes

     Any stamp duty or Irish capital acquisitions tax imposed on a U.S. holder as described below under the heading “—Irish Tax Considerations” should not be creditable against U.S. federal income taxes, although a U.S. holder may be entitled to deduct such taxes, subject to applicable limitations under the Code. U.S. holders should consult their tax advisors regarding the tax treatment of these Irish taxes.

Material Tax Consequences to Non-U.S. Holders

The Transaction

     For U.S. federal income tax purposes, the non-U.S. holders who own shares of Willis-Ireland immediately after the Transaction, and who received such shares in cancellation of their shares of Willis-Bermuda, should generally recognize no gain or loss in the Transaction pursuant to Section 354 of the Code. In addition, such non-U.S. holders should not be subject to withholding tax on any realized gain with respect to the Transaction.

Ownership of Willis-Ireland Shares

     Non-U.S. holders of Willis-Ireland shares generally should not be subject to U.S. federal income or withholding tax on dividend income from Willis-Ireland and should not be subject to U.S. federal income or withholding tax on any gain recognized on a subsequent disposition of Willis-Ireland shares, unless:

	•		such gain or dividend income is effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S. or, if a treaty applies, is attributable to a permanent establishment or fixed place of business maintained by such holder in the U.S.; or
	•		in the case of capital gain of a non-U.S. holder who is an individual that is treated as a tax resident in the U.S.

Information Reporting and Backup Withholding

     U.S. holders that own Willis-Ireland shares immediately after the Transaction should be required to file certain reporting statements.

     In general, information reporting should apply to any subsequently declared dividend payments in respect of Willis-Ireland shares and the proceeds from the sale, exchange or redemption of such shares that are paid within the U.S. (and in certain cases, outside the U.S.), unless the holder is an exempt recipient such as a corporation. Backup withholding tax may apply to such payments if the holder fails to certify its U.S. status and taxpayer identification number or other exempt status on Form W-9 (or conforming substitute statement) or fails to report in full dividend and interest income.

     Any amounts withheld under the backup withholding rules should be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

     In order not to be subject to backup withholding imposition on a subsequent disposition of Willis-Ireland shares, or dividends paid on those shares, a non-U.S. holder may be required to certify such person’s foreign status (on an applicable W-8, or conforming substitute statement) or otherwise establish an exemption.

Irish Tax Considerations

Scope of Discussion

     The following is a general summary of the main Irish tax considerations applicable to certain investors who are the beneficial owners of Willis-Ireland shares. It is based on existing Irish law and practices in effect on the date of this proxy statement and on discussions and correspondence with the Irish Revenue Commissioners. Legislative, administrative or judicial changes may modify the tax consequences described below.

     The statements do not constitute tax advice and are intended only as a general guide. Furthermore, this information applies only to Willis-Ireland shares held as capital assets and does not apply to all categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired their Willis-Ireland shares by virtue of an office or employment. This summary is not exhaustive and shareholders should consult their own tax advisors as to the tax consequences in Ireland, or other relevant jurisdictions of the Transaction, including the acquisition, ownership and disposition of the Willis-Ireland shares.

Irish Tax on Chargeable Gains

     The receipt by Willis-Bermuda common shareholders of Willis-Ireland shares as consideration for the cancellation of their Willis-Bermuda shares in the Transaction should not give rise to a liability to Irish tax on chargeable gains for persons that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold such shares in connection with a trade carried on by such holder in Ireland through a branch or agency.

     The issuance, pursuant to the Transaction, of Willis-Ireland shares to holders of Willis-Bermuda shares who are resident or ordinarily resident for tax purposes in Ireland, or who hold their shares in connection with a trade carried on by such holder in Ireland through a branch or agency, should be treated as falling within the relief for a reorganization for the purposes of taxation of chargeable gains. Accordingly, the Willis-Ireland shares issued to holders of Willis-Bermuda shares in accordance with their entitlements as holders of Willis-Bermuda shares should be treated as the same asset and as acquired at the same time as the Willis-Bermuda shares. Shareholders should consult their own tax advisor if they believe they may be subject to Irish tax.

Withholding Tax on Dividends

     Distributions made by Willis-Ireland will generally be subject to dividend withholding tax (“DWT”) at the standard rate of income tax (currently 20%) unless one of the exemptions described below applies, which we believe should be the case for the majority of our shareholders. DWT (if any) arises in respect of dividends paid by Willis-Ireland, as it is tax resident in Ireland. For DWT purposes, a dividend includes any distribution made by Willis-Ireland to its shareholders, including cash dividends, non-cash dividends and additional stock or units taken in lieu of a cash dividend. Willis-Ireland is responsible for withholding DWT at source and forwarding the relevant payment to the Irish Revenue Commissioners.

     Certain shareholders (both individual and corporate) are also entitled to an exemption from DWT. In particular, a non-Irish resident shareholder is not subject to DWT on dividends received from Willis if the shareholder is:

	•		an individual shareholder resident for tax purposes in a “relevant territory,” and the individual is neither resident nor ordinarily resident in Ireland;
	•		a corporate shareholder that is not resident for tax purposes in Ireland and which is ultimately controlled, directly or indirectly, by persons resident in a “relevant territory”;
	•		a corporate shareholder resident for tax purposes in a “relevant territory” provided that the corporate shareholder is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;
	•		a corporate shareholder that is not resident for tax purposes in Ireland and whose principal class of shares (or those of its 75% parent) is substantially and regularly traded on a recognized stock exchange either in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance; or
	•		a corporate shareholder that is not resident for tax purposes in Ireland and is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a recognized stock exchange in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance,

and provided that, in all cases noted above but subject to the matters described below, the shareholder has provided the appropriate forms to his or her broker (and the relevant information is further transmitted to Willis-Ireland or any qualifying intermediary appointed by Willis-Ireland) before                           for the

dividend (in the case of shares held beneficially), or to Willis’ transfer agent at least seven business days before such record date (in the case of shares held directly).

     Prior to paying any dividend Willis-Ireland will put in place an agreement with an entity which is recognized by the Irish Revenue Commissioners as a “qualifying intermediary” which satisfies one of the Irish requirements for dividends to be paid free of DWT to certain shareholders who hold their shares through DTC, as described below. The agreement will generally provide for certain arrangements relating to cash distributions in respect of those shares of Willis-Ireland that are held through DTC (the “Deposited Securities”). The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution to be made to holders of the Deposited Securities, after Willis-Ireland delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

     Willis-Ireland and its qualifying intermediary will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required Irish dividend withholding tax forms, as described below. Shareholders who are required to file Irish forms in order to receive their dividends free of DWT should note that such forms are valid for five years and new forms must be filed before the expiration of that period in order to continue to enable them to receive dividends without DWT. Links to the various Irish Revenue Commissioners forms are available at http://www.revenue.ie/en/tax/dwt/forms/index.html.

     For a list of “relevant territories” as defined for the purposes of DWT, please see Annex C to this proxy statement.

Shares Held by U.S. Resident Shareholders

     Dividends paid on Willis-Ireland shares that are owned by residents of the U.S. should not be subject to Irish withholding tax, subject to the completion and delivery of the relevant forms.

     Residents of the U.S. who hold their shares through DTC and who have a U.S. address should be entitled to receive dividends without Irish dividend withholding tax. To provide proof of a U.S. address, U.S. Willis-Ireland shareholders should have a Form W-9 on file with their broker. Residents of the U.S. who held their shares directly on          , 2009, and who continue to hold their shares directly can rely on the Form W-9 they have submitted to the company. Other residents of the U.S. who acquired all of their shares after          , 2009 and who are holders of record will need to file an Irish dividend withholding tax form with our transfer agent to receive dividends without Irish withholding tax.

Shares Held by Residents of “Relevant Territories” Other Than the U.S.

     Dividends paid to Willis-Ireland shareholders who are residents of countries that are EU member states (other than Ireland) or other countries with which Ireland has signed a tax treaty whether that treaty has been ratified or not (other than the U.S.) should not be subject to Irish withholding tax, as long as such shareholders have provided Irish tax forms or Form 6166 to our current qualifying intermediary (for shares held through DTC) or our transfer agent (for shares held directly). We refer to these countries, together with the U.S., as “relevant territories,” a list of which is included as Annex C to this proxy statement.

     In addition, these shareholders who held shares on          , 2009 should generally receive dividends paid on or before          , 2010 without any Irish withholding tax if they have submitted a Form W-8 confirming their residence in a “relevant territory” to our current qualifying intermediary (for shares held through DTC) or our transfer agent (for shares held directly).

     If any shareholder who is resident in a “relevant territory” receives a dividend subject to DWT, he or she may make an application for a refund from the Irish Revenue Commissioners on the prescribed form.

     Please note that this exemption from DWT does not apply to a Willis-Ireland shareholder that is resident or ordinarily resident in Ireland or to a body corporate that is under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland, but other exemptions may apply.

     However, it may be possible for such a shareholder to rely on a double tax treaty to limit the applicable DWT.

Shares Held by Residents of Ireland

     Irish tax resident corporate shareholders, pension schemes, and collective investment undertakings are entitled to an exemption from DWT in respect of dividend payments on their Willis-Ireland shares, provided a relevant declaration has been made to the Irish Revenue Commissioners. Most other Irish tax resident or ordinarily resident shareholders will be subject to DWT in respect of dividend payments on their Willis-Ireland shares.

     Shareholders that are residents of Ireland but are entitled to receive dividends without DWT must complete the appropriate Irish forms and provide them to our qualifying intermediary (for shares held through DTC) or our transfer agent (for shares held directly). Shareholders who are resident or ordinarily resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisor.

Shares Held by Other Persons

     Willis-Ireland shareholders who do not reside in “relevant territories” or in Ireland will be subject to DWT, but there are a number of other exemptions that could apply on a case-by-case basis. Dividends paid to such shareholders will be paid subject to DWT unless the relevant shareholder has provided the appropriate Irish dividend withholding tax form to our qualifying intermediary (for shares held through DTC) or our transfer agent (for shares held directly). Willis recommends that such shareholders to whom an exemption applies complete the appropriate Irish forms and provide them to our qualifying intermediary or our transfer agent, as the case may be, as soon as possible.

     If any shareholder who is not a resident of a “relevant territory” or Ireland but is exempt from withholding receives a dividend subject to DWT, he or she may make an application for a refund from the Irish Revenue Commissioners on the prescribed form.

Income Tax on Dividends Paid on Willis Shares

     Irish income tax (if any) arises in respect of dividends paid by Willis-Ireland, as it is tax resident in Ireland.

     A shareholder who is not resident or ordinarily resident in Ireland and who is entitled to an exemption from DWT, generally has no Irish income tax liability on a dividend from Willis-Ireland unless he or she holds their Willis shares through a branch or agency in Ireland through which a trade is carried on.

     Willis-Ireland shareholders that are not resident nor ordinarily resident in Ireland and do not hold their shares through a branch or agency in Ireland, are generally liable to Irish income tax on dividends received from Willis-Ireland unless they are entitled to exemption from DWT. However, the DWT deducted by Willis-Ireland discharges such liability to Irish income tax provided that the shareholder furnishes the statement of DWT imposed to the Irish Revenue Commissioners.

     Irish resident or ordinarily resident shareholders may be subject to Irish tax and/or levies on dividends received from Willis-Ireland. Such shareholders should consult their own tax advisor.

Capital Acquisitions Tax

     Irish capital acquisitions tax (“CAT”) comprises principally of gift tax and inheritance tax. CAT could apply to a gift or inheritance of Willis-Ireland ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Willis-Ireland ordinary shares are regarded as property situated in Ireland as the share register of Willis must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

     CAT is levied at a rate of 25% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT.

Stamp Duty

     Irish stamp duty (if any) is only payable in respect of the transfer of Willis-Ireland shares and not Willis-Bermuda shares. Irish stamp duty is currently 1% of the price paid or the market value of the shares acquired, if higher.

     No stamp duty should be payable on the cancellation of the common shares of Willis-Bermuda or the issue of Willis-Ireland ordinary shares under the Transaction.

     For the majority of transfers of Willis-Ireland ordinary shares, we do not expect there to be any Irish stamp duty as transfers of book-entry interests in DTC representing Willis-Ireland shares should not be subject to Irish stamp duty. Accordingly, transfers by shareholders who hold their Willis-Ireland shares beneficially through brokers, which in turn hold those shares through DTC, should not be subject to Irish stamp duty on transfers to holders who also hold through DTC. Transfers by shareholders who hold their shares other than through DTC, will be subject to Irish stamp duty, which is a legal obligation of the buyer. Accordingly, we recommend that all directly registered shareholders open broker accounts so they can transfer their Willis-Bermuda shares into a broker account to be held through DTC as soon as possible, and in any event prior to the Transaction Time. This will cause their Willis-Ireland shares to be held through DTC from the Transaction Time. We also recommend that any person who wishes to acquire Willis-Ireland shares after completion of the Transaction acquires such Willis-Ireland shares beneficially through a broker account to be held through DTC.

     Any transfer of Willis-Ireland shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to our transfer agent. Willis-Ireland’s articles of association allow Willis-Ireland, in its absolute discretion, to create an instrument of transfer and pay any stamp duty payable by a buyer. In the event of any such payment, Willis-Ireland is (on behalf of itself or its affiliates) entitled to (i) seek reimbursement from the buyer or seller (at its discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the buyer or seller (at its discretion), and (iii) claim a lien against the Willis-Ireland shares on which it has paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Willis-Ireland shares has been paid unless one or both of such parties is otherwise notified by us.

UK Tax Considerations

In general

     The following statements summarize certain UK tax implications of the Transaction. They are based on current UK legislation and an understanding of current Her Majesty’s Revenue and Customs (“HM Revenue & Customs”) published practice as at the date of this document. The paragraphs are intended as a general guide and, except where express reference is made to the position of non-residents, apply only to Willis-Bermuda shareholders who are resident and, if individuals, ordinarily resident and domiciled in the UK for tax purposes. They relate only to such Willis-Bermuda shareholders who hold their existing Willis-Bermuda shares, and who will hold their Willis-Ireland shares directly as an investment (other than under an individual savings account) and who are absolute beneficial owners of those Willis-Bermuda shares. These paragraphs do not deal with share owners, such as persons who hold or who have acquired Willis-Bermuda shares or Willis-Ireland shares in the course of trade or by reason of their, or another’s, employment, or collective investment schemes and insurance companies.

     If you are in any doubt as to your taxation position or if you are resident or otherwise subject to taxation in any jurisdiction other then the UK, you should consult an appropriate professional advisor immediately.

Material Tax Consequences to UK Holders

Taxation of income

     The Transaction should not be treated as involving a distribution subject to UK tax as income.

Taxation of chargeable gains on the Scheme of Arrangement

     The Transaction should be treated as a reconstruction for purposes of UK taxation of chargeable gains under certain specified conditions. Accordingly, a Willis-Bermuda shareholder holding five percent or less of the issued share capital of Willis-Bermuda who receives Willis-Ireland shares under the Transaction should be treated as not having made a disposal of his or her Willis-Bermuda shares. Instead “roll-over” treatment should apply, which means that the Willis-Ireland shares should be treated as the same asset as the Willis-Bermuda shares in respect of which they are issued and treated as acquired at the same time as those Willis-Bermuda shares, and for the same acquisition cost.

     If a Willis-Ireland shareholder, alone or together with persons connected with him, holds more than five percent of the Willis-Bermuda shares, such a Willis shareholder should be eligible for the “roll-over” treatment described above only if the Transaction is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to capital gains tax or corporation tax. Clearance has not been sought by Willis from HM Revenue & Customs under section 138 Taxation of Chargeable Gains Act 1992 that HM Revenue & Customs is satisfied that the Transaction will be effected for bona fide commercial reasons and will not form part of such a scheme or arrangement. A Willis-Bermuda shareholder holding more than five percent of Willis-Bermuda shares is advised to consult his or her tax advisor with regard to their own specific circumstances.

Transaction in securities

     Willis-Bermuda shareholders should not suffer a counter-acting tax assessment under the transactions in securities rules in sections 703 et seq. of the Income and Corporation Taxes Act 1988 and sections 682 et seq. of the Income Tax Act 2007 by reference to the Transaction.

     No application for clearance has been sought from HM Revenue & Customs under section 707 of the Income and Corporation Taxes Act 1988 or section 701 of the Income Tax Act 2007 in relation to the Transaction, in that the Transaction in Securities legislation will not apply. If you are in any doubt on this aspect you should consult a professional advisor accordingly.

     Your attention is drawn to section 720 Income Tax Act 2007 (transfer of assets abroad) which can impute income of a non-UK resident company to its ultimate owners. If you are in any doubt on these issues you are advised to seek appropriate professional advice.

Stamp duty and stamp duty reserve tax (“SDRT”)

     No stamp duty or SDRT should be payable by Willis-Bermuda shareholders as a result of the cancellation of Willis-Bermuda shares and the issue of Willis-Ireland shares under the Transaction.

Taxation of chargeable gains on subsequent disposal of Willis-Ireland shares

     Liability to UK tax on chargeable gains will depend on the individual circumstances of Willis-Ireland shareholders.

     A disposal of Willis-Ireland shares by a Willis-Ireland shareholder who is resident in the UK may, depending on individual circumstances (including the availability of exemptions and relief(s), give rise to a chargeable gain or allowable loss for the purposes of the UK taxation of chargeable gains.

     On the basis that the Transaction should be treated as a reconstruction for purposes of UK taxation of chargeable gains, there should be no change to the basis of taxation and the calculation of any future gain or loss from holding a Willis-Ireland share compared to a Willis-Bermuda share.

Individuals

     For individuals, there is a single rate of charge to capital gains tax at 18%. The principal factors which will determine the extent to which a capital gain arising from the disposal of Willis-Ireland shares will be subject to capital gains tax are the level of the annual exemption (£10,100 for the 2009/2010 tax year) of tax-free capital gains in the tax year in which the disposal takes place, the extent to which the Willis-Ireland shareholder realizes any other capital gains in that year and the extent to which the Willis-Ireland shareholder has incurred capital losses in that or any earlier tax year. All gains and losses are to be calculated in sterling terms using spot rates for acquisition and disposal.

Companies

     For a corporate Willis-Ireland shareholder, any chargeable gain will be included in its profits chargeable to corporation tax and will be taxed at the appropriate rate of corporation tax (currently a maximum of 28%). For the purposes of calculating a chargeable gain but not an allowable loss arising on any disposal or part disposal of Willis-Ireland shares by a corporate Willis-Ireland shareholder, indexation allowance on the relevant proportion of the original allowable cost will continue to be available until the Willis-Ireland shares are disposed of. Broadly speaking, indexation allowance increases the acquisition cost of an asset for tax purposes in line with the rise in the retail prices index, except that indexation allowance cannot be used to create or increase a loss for tax purposes.

     Certain chargeable gains can be exempt form corporation tax where the holder owns at least 10% of the ordinary share capital of Willis-Bermuda and other conditions are met. Each shareholder is advised to consult their tax advisor in relation to their specific circumstances.

The Willis-Ireland Reduction of Capital

     The Willis-Ireland reduction of capital should not have any UK tax consequences for Willis-Ireland shareholders. It should be treated as a reorganization of the share capital of Willis-Ireland and, accordingly, will not result in a disposal by Willis-Ireland shareholders in any of their shares in Willis-Ireland.

Receipt of dividends

Dividends received from Willis-Ireland

     A Willis-Ireland shareholder who:

	(a)		is resident, ordinary resident and domiciled in the UK; or
	(b)		carries on a trade in the UK through a UK branch or agency or, in the case of a corporate share owner, a permanent establishment in connection with which their Willis—Ireland shares are held,

should generally be subject to UK income tax (at rate of 10%, in the case of those who are not higher rate taxpayer and 32.5%, in the case of higher rate taxpayers) or corporation tax (at the prevailing rates of corporation tax, currently a maximum of 28% — but see below for dividends exempt from corporation tax in certain circumstances), as the case may be, on the gross amount of any dividends paid by Willis-Ireland before deduction of Irish withholding tax (if any). UK-resident Willis-Ireland shareholders may be able to apply for an exemption from withholding taxes under Irish domestic law or the UK-Ireland double tax treaty and Willis-Ireland shareholders are referred generally to “Withholding Tax on Dividends” in the section headed “Irish Tax Considerations” for a description of Irish tax consequences of the payment of dividends by Willis-Ireland.

     HM Revenue & Customs will generally give credit for any Irish dividend withholding tax withheld from the payment of a dividend (if any) and not recoverable from the Irish tax authorities against the income tax or corporation tax payable by the relevant Willis-Ireland shareholder in respect of the dividend

(such credit being limited to the UK-Ireland double tax treaty rate). This is subject to the detailed rules of UK tax law and practice regarding the availability and calculation of any such credit.

Individuals

     An individual Willis-Ireland shareholder who is resident for tax purposes in the UK and who owns a shareholding of less than 10% in Willis-Ireland should, for dividends received from Willis-Ireland, be entitled to a non-repayable tax credit. The value of the tax credit will be one-ninth of the amount of the dividends paid by Willis-Ireland and the tax credit is added to the amount paid to compute the gross amount of the dividend paid by Willis-Ireland. The gross amount of the dividend will be regarded as the top slice of the Willis-Ireland shareholder’s income and will be subject to UK income tax as set out above. The tax credit should be available to set against such holder’s liability (if any) to tax on the gross amount of the dividend.

     A UK resident individual holder of Willis-Ireland shares who is not liable to income tax in respect of the gross dividend should not be entitled to reclaim any part of the tax credit referred to above. A UK resident shareholder who is liable to income tax at the finance year 2009/10 basics rate should be subject to income tax on the dividend at 10% of the gross dividend so that the tax credit will satisfy in full such shareholder’s liability to income tax on the dividend. A UK resident individual shareholder liable to income tax at the higher rate will generally be subject to income tax on the gross amount of the dividend before the deduction of Irish withholding tax at the finance year 2009/10 tax rate of 32.5%, but should be able to set off the Irish tax credit (if available) against this liability. The effect of that set off of the Irish tax credit is such that a holder should have to account for additional tax equal to one quarter of the net cash dividend received (as noted above, UK resident shareholders of Willis-Ireland shares may be able to apply for an exemption from withholding taxes under Irish domestic law).

Companies

     Dividends received by UK corporate investors on overseas investments are generally subject to UK corporation tax at differing rates depending on the size of the corporate investor. The Finance Act 2009, includes legislation which in certain circumstances modifies this basic position and allows a UK tax resident company to receive (gross of any withholding tax suffered) overseas dividends free of any liability to UK corporation tax on the amount received. In this context, it is anticipated that a relevant circumstance could apply to exempt a UK resident corporate holder of Willis-Ireland shares from UK corporation tax on the receipt of any dividend. However, each shareholder is advised to consult their tax advisor in relation to their specific circumstances.

Bermuda Tax Considerations

     The Transaction should not result in any income tax consequences under Bermuda law to Willis-Bermuda or Willis-Ireland or their respective shareholders.

DESCRIPTION OF WILLIS GROUP HOLDINGS PLC SHARE CAPITAL

     The following description of Willis-Ireland’s share capital is a summary. This summary is subject to the Irish Companies Acts and the complete text of Willis-Ireland’s memorandum and articles of association substantially in the form attached as Annex B to this proxy statement. We encourage you to read those laws and documents carefully.

     There are differences between Willis-Bermuda’s memorandum of association and bye-laws and Willis-Ireland’s memorandum and articles of association as they will be in effect after the Transaction, especially relating to changes (i) that are required by Irish law (i.e., certain provisions of the Willis-Bermuda bye-laws were not replicated in the Willis-Ireland articles of association because Irish law would not permit such replication, and certain provisions were included in the Willis-Ireland articles of association although they were not in the Willis-Bermuda bye-laws because Irish law requires such provisions to be included in the articles of association of an Irish public limited company), or (ii) that are necessary in order to preserve the current rights of shareholders and powers of the board of directors of Willis following the Transaction. See “Comparison of Rights of Shareholders and Powers of the Board of Directors.” Except where otherwise indicated, the description below reflects Willis-Ireland’s memorandum and articles of association as those documents will be in effect upon completion of the Transaction.

Capital Structure

     Authorized Share Capital. The authorized share capital of Willis-Ireland is €40,000 divided into 40,000 ordinary shares with a nominal value of €1 per share and US$575,000 divided into 4,000,000,000 ordinary shares with a nominal value of US$0.000115 per share and 1,000,000,000 preferred shares with a nominal value of US$0.000115 per share. The authorized share capital includes 40,000 ordinary shares with a nominal value of €1 per share in order to satisfy statutory requirements for all Irish public limited companies commencing operations.

     Willis-Ireland may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum and articles of association. The authorized share capital may be increased or reduced by way of an ordinary resolution of Willis-Ireland’s shareholders. The shares comprising the authorized share capital of Willis-Ireland may be divided into shares of such nominal value as the resolution shall prescribe. As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires the approval of over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders of the company by an ordinary resolution. Because of this requirement of Irish law, the articles of association of Willis-Ireland authorize the board of directors of Willis-Ireland to issue new ordinary or preferred shares without shareholder approval for a period of five years from the date of adoption of such articles of association, which will be           , 2009.

     The rights and restrictions to which the ordinary shares will be subject will be prescribed in Willis-Ireland’s articles of association. Willis-Ireland’s articles of association entitle the board of directors, without shareholder approval, to determine the terms of the preferred shares issued by Willis-Ireland. The Willis-Ireland board of directors is authorized, without obtaining any vote or consent of the holders of any class or series of shares, unless expressly provided by the terms of that class or series or shares, to provide from time to time for the issuance of other classes or series of preferred shares and to establish the characteristics of each class or series, including the number of shares, designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other rights and limitations not inconsistent with applicable law.

     Irish law does not recognize fractional shares held of record. Accordingly, Willis-Ireland’s articles of association do not provide for the issuance of fractional shares of Willis-Ireland, and the official Irish register of Willis-Ireland will not reflect any fractional shares.

     Issued Share Capital. Immediately prior to the Transaction, the issued share capital of Willis-Ireland will be €40,000, comprised of 40,000 ordinary shares, with nominal value of €1 per share (the “Euro Share Capital”). In connection with the consummation of the Transaction, the Euro Share Capital will be acquired by Willis-Ireland and will then be cancelled by Willis-Ireland. Willis-Ireland will simultaneously issue a number of ordinary shares with a nominal value of $0.000115 each that is equal to the number of Willis-Bermuda common shares that will be cancelled as part of the Transaction, including with respect to common shares held by Willis-Bermuda; provided however, common shares held by subsidiaries of Willis-Bermuda shall not receive Willis-Ireland ordinary shares in substitution for them. All shares issued on completion of the Transaction will be issued as fully paid up.

Pre-emption Rights, Share Warrants and Share Options

     Under Irish law certain statutory pre-emption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, Willis-Ireland has opted out of these pre-emption rights in its articles of association as permitted under Irish company law. Because Irish law requires this opt-out to be renewed every five years by a special resolution of the shareholders, Willis-Ireland’s articles of association provide that this opt-out must be so renewed. A special resolution requires the approval of not less than 75% of the votes of Willis-Ireland’s shareholders cast at a general meeting. If the opt-out is not renewed, shares issued for cash must be offered to pre-existing shareholders of Willis-Ireland pro rata to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution).

     The articles of association of Willis-Ireland provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Willis-Ireland is subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. The Willis-Ireland board may issue shares upon exercise of warrants or options without shareholder approval or authorization (up to the relevant authorized share capital limit). In connection with the Transaction, Willis-Ireland will assume, on a one-for-one basis, Willis-Bermuda’s existing obligations to deliver shares under our equity incentive plans, warrants or other rights pursuant to the terms thereof.

     The Irish Companies Act prohibits an Irish company from allotting shares for “nil” or no consideration. Accordingly, the nominal value of the shares issued upon the lapse of restrictions or the vesting of any restricted stock unit, performance shares awards, bonus shares or any other share-based grants must be paid pursuant to the Irish Companies Act.

     Willis-Ireland will be subject to the rules of the NYSE and the Code that require shareholder approval of certain equity plan and share issuances.

Dividends

     Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves generally means the accumulated realized profits of Willis-Ireland less accumulated realized losses of Willis-Ireland and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless the net assets of Willis-Ireland are equal to, or in excess of, the aggregate of Willis-Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce Willis-Ireland’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Willis-Ireland’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Willis-Ireland’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

     The determination as to whether or not Willis-Ireland has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of Willis-Ireland. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of Willis-Ireland’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

     Although Willis-Ireland will not have any distributable reserves immediately following the Transaction Time, we are taking steps to create such distributable reserves. Please see “Risk Factors” and “Proposal Number Two: Creation of Distributable Reserves.”

     The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the articles of association of Willis-Ireland. Willis-Ireland’s articles of association authorize the directors to declare such dividends as appear justified from the profits of Willis-Ireland without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. The board of directors may direct that the payment be made by distribution of assets, shares or cash and no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets.

     The directors of Willis-Ireland may deduct from any dividend payable to any member all sums of money (if any) payable by such member to Willis-Ireland in relation to the shares of Willis-Ireland.

     The directors of Willis-Ireland are also entitled to issue shares with preferred rights to participate in dividends declared by Willis-Ireland. The holders of such preferred shares may, depending on their terms, rank senior to the Willis-Ireland ordinary shares in terms of dividend rights and/or be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.

     For information about the Irish tax issues relating to dividend payments, please see “Material Tax Considerations—Irish Tax Considerations.”

Share Repurchases, Redemptions and Conversions

Overview

     Willis-Ireland’s articles of association provide that any ordinary share which Willis-Ireland has acquired or agreed to acquire shall be converted into a redeemable share. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by Willis-Ireland can technically be effected as a redemption of those shares as described below under “—Repurchases and Redemptions by Willis-Ireland.” If the articles of association of Willis-Ireland did not contain such provision, repurchases by Willis-Ireland would be subject to many of the same rules that apply to purchases of Willis-Ireland shares by subsidiaries described below under “—Purchases by Subsidiaries of Willis-Ireland,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer elsewhere in this proxy statement to repurchasing or buying back ordinary shares of Willis-Ireland, we are referring to the redemption of ordinary shares by Willis-Ireland pursuant to such provision of the articles of association or the purchase of ordinary shares of Willis-Ireland by Willis-Ireland or a subsidiary of Willis-Ireland, in each case in accordance with the Willis-Ireland articles of association and Irish company law as described below.

Repurchases and Redemptions by Willis-Ireland

     Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “—Dividends”) or the proceeds of a new issue of shares for that purpose. Although Willis-Ireland will not have any distributable reserves immediately following the Transaction Time, we are taking steps to create such distributable reserves. Please see “Risk Factors” and “Proposal Number Two: Creation of Distributable Reserves.” The issue of redeemable shares may only be

made by Willis-Ireland where the nominal value of the issued share capital that is not redeemable is at least 10% of the nominal value of the total issued share capital of Willis-Ireland. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Based on the provision of Willis-Ireland’s articles described above, shareholder approval will not be required to redeem Willis-Ireland shares.

     Willis-Ireland may also be given an additional general authority to purchase its own shares on-market which would take effect on the same terms and be subject to the same conditions as applicable to purchases by Willis-Ireland’s subsidiaries as described below.

     The board of directors of Willis-Ireland will also be entitled to issue preferred shares which may be redeemed at the option of either Willis-Ireland or the shareholder, depending on the terms of such preferred shares. Please see “—Capital Structure—Authorized Share Capital” above for additional information on preferred shares.

     Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Willis-Ireland at any time must not exceed 10% of the nominal value of the issued share capital of Willis-Ireland. Willis-Ireland cannot exercise any voting rights in respect of shares held as treasury shares. Treasury shares may be cancelled by Willis-Ireland or re-issued subject to certain conditions.

Purchases by Subsidiaries of Willis-Ireland

     Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares of Willis-Ireland either on-market or off-market. A general authority of the shareholders of Willis-Ireland (by way of ordinary resolution) is required to allow a subsidiary of Willis-Ireland to make on-market purchases of Willis-Ireland shares. However, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of Willis-Ireland shares is required. Prior to the Transaction Time, we expect Willis-Bermuda together with the nominee shareholders of Willis-Ireland to authorize the purchase of Willis-Ireland shares by subsidiaries of Willis-Ireland, such that Willis-Ireland’s subsidiaries will be authorized to purchase shares in an aggregate amount approximately equal to the then remaining authorization under the existing Willis-Bermuda share repurchase program. This authority will expire no later than 18 months after the date on which it takes effect.

     In order for a subsidiary of Willis-Ireland to make an on-market purchase of Willis-Ireland’s shares, such shares must be purchased on a “recognized stock exchange.” The NYSE, on which the shares of Willis-Ireland will be listed following the Transaction, is not currently specified as a recognized stock exchange for this purpose by Irish company law. It is possible that the Irish authorities will take appropriate steps in the near future to add the NYSE to the list of recognized stock exchanges. For an off-market purchase by a subsidiary of Willis-Ireland, the proposed purchase contract must be authorized by special resolution of the shareholders of Willis-Ireland before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Willis-Ireland.

     The number of shares held by the subsidiaries of Willis-Ireland at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Willis-Ireland. While a subsidiary holds shares of Willis-Ireland, it cannot exercise any voting rights in respect of those shares. The acquisition of the shares of Willis-Ireland by a subsidiary must be funded out of distributable reserves of the subsidiary.

Existing Share Repurchase Program

     The board of directors of Willis-Bermuda has previously authorized a program to repurchase up to one billion of its common shares. Prior to the consummation of the Transaction, we expect (i) the board of directors of Willis-Ireland to authorize the repurchase of Willis-Ireland shares by Willis-Ireland and its

subsidiaries and (ii) Willis-Bermuda and its nominee shareholders of Willis-Ireland to authorize the purchase of Willis-Ireland shares by subsidiaries of Willis-Ireland, such that Willis-Ireland and its subsidiaries will be authorized to purchase shares in an aggregate amount approximately equal to the then remaining authorization under the existing Willis-Bermuda share repurchase program.

     As noted above, because repurchases of Willis-Ireland shares by Willis-Ireland can technically be effected as a redemption of those shares pursuant to the articles of association, such repurchases may be made whether or not the NYSE is a “recognized stock exchange” and shareholder approval for such repurchases will not be required.

     However, because purchases of Willis-Ireland shares by subsidiaries of Willis-Ireland may be made only on a “recognized stock exchange” and only if the required shareholder approval has been obtained, we expect that the shareholder authorization for purchases by subsidiaries of Willis-Ireland described above will be effective as of the later of (i) the Transaction Time and (ii) the date on which the NYSE becomes a recognized stock exchange for this purpose. This authorization will expire no later than 18 months after the date on which it takes effect and we expect that we would seek shareholder approval to renew this authorization at future annual general meetings.

Bonus Shares

     Under Willis-Ireland’s articles of association, the board may resolve to capitalize any amount for the time being standing to the credit of any of Willis-Ireland’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of profit and loss account for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

     Under its articles of association, Willis-Ireland may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares or subdivide its shares into smaller amounts than is fixed by its articles of association.

Reduction of Share Capital

     Willis-Ireland may, by ordinary resolution, reduce its authorized share capital in any way. Willis-Ireland also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any way. The distributable reserves proposal discussed above in “Proposal Number Two: Creation of Distributable Reserves” involves a reduction of share capital, namely the share premium account of Willis-Ireland, for purposes of Irish law.

Annual Meetings of Shareholders

     Willis-Ireland will be required to hold an annual general meeting within 18 months of incorporation and at intervals of no more than 15 months thereafter, provided that an annual general meeting is held in each calendar year following the first annual general meeting and no more than nine months after Willis-Ireland’s fiscal year-end. Willis-Ireland plans to hold an annual general meeting in 2010 if the Transaction is consummated. Under Irish law, the first annual general meeting of Willis-Ireland is permitted to be held outside Ireland. Thereafter, any annual general meeting may be held outside Ireland if a resolution so authorizing has been passed at the preceding annual general meeting. We intend to hold annual general meetings in Ireland if the Transaction is consummated. Because of the fifteen-month requirement described in this paragraph, Willis-Ireland’s articles of association include a provision reflecting this requirement of Irish law. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—Director Nominations; Proposals of Shareholders” below.

     Notice of an annual general meeting must be given to all shareholders of Willis-Ireland and to the auditors of Willis-Ireland. The articles of association of Willis-Ireland provide for a minimum notice period of 21 days, which is the minimum permitted under Irish law.

     The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the appointment of auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office.

     Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at an annual general meeting and serve until the next following general meeting. Any nominee for director who does not receive a majority of the votes cast is not elected to the board.

Special Meetings of Shareholders

     Extraordinary general meetings of Willis-Ireland may be convened by (i) the chairman of the board of directors, (ii) the board of directors, (iii) on requisition of the shareholders holding not less than 10% of the paid up share capital of Willis-Ireland carrying voting rights or (iv) on requisition of Willis-Ireland’s auditors. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions of Willis-Ireland as may be required from time to time. At any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof.

     Notice of an extraordinary general meeting must be given to all shareholders of Willis-Ireland and to the auditors of Willis-Ireland. Under Irish law, the minimum notice periods are 21 days notice in writing for an extraordinary general meeting to approve a special resolution and 14 days notice in writing for any other extraordinary general meeting. Because of the 21-day and 14-day requirements described in this paragraph, Willis-Ireland’s articles of association include provisions reflecting these requirements of Irish law.

     In the case of an extraordinary general meeting convened by shareholders of Willis-Ireland, the proposed purpose of the meeting must be set out in the requisition notice. Upon receipt of this requisition notice, the board of directors has 21 days to convene a meeting of Willis-Ireland’s shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice.

     If the board of directors becomes aware that the net assets of Willis-Ireland are half or less of the amount of Willis-Ireland’s called-up share capital, the directors of Willis-Ireland must convene an extraordinary general meeting of Willis-Ireland’s shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

Quorum for General Meetings

     The presence, in person or by proxy, of the holders of at least 50% of the Willis-Ireland ordinary shares outstanding constitutes a quorum for the conduct of business. No business may take place at a general meeting of Willis-Ireland if a quorum is not present in person or by proxy. The board of directors has no authority to waive quorum requirements stipulated in the articles of association of Willis-Ireland. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum in respect of the proposals. A broker “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.

Voting

     Willis-Ireland’s articles provide that all resolutions shall be decided by a poll. Every shareholder shall have one vote for each ordinary share that he or she holds as of the record date for the meeting. Voting rights may be exercised by shareholders registered in Willis-Ireland’s share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company this company may exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by Willis-Ireland’s articles of association. The articles of association of Willis-Ireland permit the appointment of proxies by the shareholders to be notified to Willis-Ireland electronically in such manner as may be approved by the board.

     In accordance with the articles of association of Willis-Ireland, the directors of Willis-Ireland may from time to time cause Willis-Ireland to issue preferred shares. These preferred shares may have such voting rights as may be specified in the terms of such preferred shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to a class vote on such matters as may be specified in the terms of the preferred shares).

     Treasury shares will not be entitled to vote at general meetings of shareholders.

     Irish company law requires “special resolutions” of the shareholders at a general meeting to approve certain matters. A special resolution requires the approval of not less than 75% of the votes of Willis-Ireland’s shareholders cast at a general meeting where a quorum is present. This may be contrasted with “ordinary resolutions,” which require a simple majority of the votes of Willis-Ireland’s shareholders cast at a general meeting.

     Examples of matters requiring special resolutions include:

	•		amending the objects of Willis-Ireland;
	•		amending the articles of association of Willis-Ireland;
	•		approving the change of name of Willis-Ireland;
	•		authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;
	•		opting out of pre-emption rights on the issuance of new shares;
	•		re-registration of Willis-Ireland from a public limited company as a private company;
	•		variation of class rights attaching to classes of shares (where the articles of association do not provide otherwise);
	•		purchase of own shares off-market;
	•		the reduction of share capital;
	•		sanctioning a compromise/scheme of arrangement;
	•		resolving that Willis-Ireland be wound up by the Irish courts;
	•		resolving in favor of a shareholders’ voluntary winding-up;

	•		re-designation of shares into different share classes; and
	•		setting the re-issue price of treasury shares.

Variation of Rights Attaching to a Class or Series of Shares

     Any variation of class or series rights attaching to the issued shares of Willis-Ireland is addressed in the articles of association of Willis-Ireland as well as the Irish Companies Acts and must be in accordance with the articles of association be approved by ordinary resolution of the class or series affected.

Inspection of Books and Records

     Under Irish law, shareholders have the right to: (i) receive a copy of the memorandum and articles of association of Willis-Ireland and any act of the Irish Government which alters the memorandum of association of Willis-Ireland; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of Willis-Ireland; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Willis-Ireland; (iv) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of a subsidiary company of Willis-Ireland which have previously been sent to shareholders prior to an annual general meeting for the preceding 10 years. The auditors of Willis-Ireland will also have the right to inspect all books, records and vouchers of Willis-Ireland. The auditors’ report must be circulated to the shareholders with Willis-Ireland’s financial statements prepared in accordance with Irish law 21 days before the annual general meeting and must be read to the shareholders at Willis-Ireland’s annual general meeting.

Acquisitions

     There are a number of mechanisms for acquiring an Irish public limited company, including:

	(a)		a court-approved scheme of arrangement under the Irish Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (i) 75% of the voting shareholders by value; and (ii) 50% in number of the voting shareholders, at a meeting called to approve the scheme;
	(b)		through a tender offer by a third party for all of the shares of Willis-Ireland. Where the holders of 80% or more of Willis-Ireland’s shares have accepted an offer for their shares in Willis-Ireland, the remaining shareholders may be statutorily required to also transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If shares of Willis-Ireland were listed on the Irish Stock Exchange or another regulated stock exchange in the EU, this threshold would be increased to 90%; and
	(c)		it is also possible for Willis-Ireland to be acquired by way of a merger with an EU-incorporated public company under the EU Cross Border Merger Directive 2005/56. Such a merger must be approved by a special resolution. If Willis-Ireland is being merged with another EU public company under the EU Cross Border Merger Directive 2005/56 and the consideration payable to Willis-Ireland’s shareholders is not all in cash, Willis-Ireland’s shareholders may be entitled to require their shares to be acquired at fair value.

     Under Irish law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets.

Appraisal Rights

     Generally, under Irish law, shareholders of an Irish company do not have dissenters or appraisal rights. Under the European Communities (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish public limited company and a company incorporated in the European Economic Area, a

shareholder (i) who voted against the special resolution approving the merger or (ii) of a company in which 90% of the shares is held by the other company the party to the merger of the transferor company has the right to request that the company acquire its shares for cash.

Disclosure of Interests in Shares

     Under the Irish Companies Acts, there is a notification requirement for shareholders who acquire or cease to be interested in five percent of the shares of an Irish public limited company. A shareholder of Willis-Ireland must therefore make such a notification to Willis-Ireland if as a result of a transaction the shareholder will be interested in five percent or more of the shares of Willis-Ireland; or if as a result of a transaction a shareholder who was interested in more than five percent of the shares of Willis-Ireland ceases to be so interested. Where a shareholder is interested in more than five percent of the shares of Willis-Ireland, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Willis-Ireland. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of Willis-Ireland’s share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. All such disclosures should be notified to Willis-Ireland within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above no right or interest of any kind whatsoever in respect of any shares in Willis-Ireland concerned, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the court to have the rights attaching to the shares concerned reinstated.

     In addition to the above disclosure requirement, Willis-Ireland, under the Irish Companies Acts, may by notice in writing require a person whom Willis-Ireland knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in Willis-Ireland’s relevant share capital to: (i) indicate whether or not it is the case; and (ii) where such person holds or has during that time held an interest in the shares of Willis-Ireland, to give such further information as may be required by Willis-Ireland including particulars of such person’s own past or present interests in shares of Willis-Ireland. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

     Where such a notice is served by Willis-Ireland on a person who is or was interested in shares of Willis-Ireland and that person fails to give Willis-Ireland any information required within the reasonable time specified, Willis-Ireland may apply to court for an order directing that the affected shares be subject to certain restrictions. Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:

	(a)		any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, shall be void;
	(b)		no voting rights shall be exercisable in respect of those shares;
	(c)		no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and
	(d)		no payment shall be made of any sums due from Willis-Ireland on those shares, whether in respect of capital or otherwise.

     Where the shares in Willis-Ireland are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

Anti-Takeover Provisions

Irish Takeover Rules and Substantial Acquisition Rules

     A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of Willis-Ireland will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

     The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

	•		in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;
	•		the holders of securities in the target company must have sufficient time to allow them to make an informed decision regarding the offer;
	•		the board of a company must act in the interests of the company as a whole. If the board of the target company advises the holders of securities as regards the offer it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;
	•		false markets in the securities of the target company or any other company concerned by the offer must not be created;
	•		a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered;
	•		a target company may not be hindered longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt the day-to-day running of a target company particularly if the offer is hostile and the board of the target company must divert its attention to resist the offer; and
	•		a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

     If an acquisition of shares were to increase the aggregate holding of an acquirer and its concert parties to shares carrying 30% or more of the voting rights in Willis-Ireland, the acquirer and, depending on the circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make a cash offer for the remaining outstanding shares at a price not less than the highest price paid for the shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of shares by a person holding (together with its concert parties) shares carrying between 30% and 50% of the voting rights in Willis-Ireland if the effect of such acquisition were to increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a twelve-month period. A single holder (that is, a holder excluding any parties acting in concert with the holder) holding more than 50% of the voting rights of a company is not subject to this rule.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

     A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire ordinary shares of Willis-Ireland within the period of three months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for Willis-Ireland ordinary

shares by the bidder or its concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard to the General Principles, believes it is appropriate to do so.

     If the bidder or any of its concert parties has acquired ordinary shares of Willis-Ireland (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total ordinary shares of Willis-Ireland or (ii) at any time after the commencement of the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the price per Willis-Ireland ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in the case of (i), the period of 12 months prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total ordinary shares of Willis-Ireland in the 12 month period prior to the commencement of the offer period if the Irish Takeover Panel, having regard to the General Principles, considers it just and proper to do so.

     An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

     The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Willis-Ireland. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Willis-Ireland is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Willis-Ireland and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action

     Under the Irish Takeover Rules, the board of directors of Willis-Ireland is not permitted to take any action which might frustrate an offer for the shares of Willis-Ireland once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent except as noted below. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

	(a)		the action is approved by Willis-Ireland’s shareholders at a general meeting; or
	(b)		with the consent of the Irish Takeover Panel where:

	(i)		the Irish Takeover Panel is satisfied the action would not constitute a frustrating action;
	(ii)		the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;
	(iii)		in accordance with a contract entered into prior to the announcement of the offer; or
	(iv)		the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

     For other provisions that could be considered to have an anti-takeover effect, please see above at “—Authorized Share Capital” (regarding issuance of preferred shares), “—Pre-emption Rights, Share Warrants and Share Options” and “—Disclosure of Interests in Shares,” in addition to “—Corporate Governance,”

“Comparison of Rights of Shareholders and Powers of the Board of Directors—Election of Directors,” “Comparison of Rights of Shareholders and Powers of the Board of Directors —Vacancies on Board of Directors,” “Comparison of Rights of Shareholders and Powers of the Board of Directors —Removal of Directors,” “Comparison of Rights of Shareholders and Powers of the Board of Directors —Shareholder Consent to Action Without Meeting,” “Comparison of Rights of Shareholders and Powers of the Board of Directors —Amendment of Governing Documents” and “Comparison of Rights of Shareholders and Powers of the Board of Directors —Director Nominations; Proposals of Shareholders” below.

Corporate Governance

     The articles of association of Willis-Ireland allocate authority over the management of Willis-Ireland to the board of directors. The board of directors may then delegate management of Willis-Ireland to committees (consisting of members of the board or other persons) or executives, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of Willis-Ireland. Willis-Ireland will replicate the existing committees that are currently in place for Willis-Bermuda which include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. It also is the intention of Willis-Ireland to adopt Willis-Bermuda’s current Corporate Governance Guidelines.

Legal Name; Formation; Fiscal Year; Registered Office

     The legal and commercial name of Willis-Ireland is Willis Group Holdings public limited company. Willis-Ireland was incorporated in Ireland, as a public limited company on September 24, 2009 with company registration number 475616. Willis-Ireland’s fiscal year ends on December 30 and Willis-Ireland’s registered address is Grand Mill Quay, Barrow Street, Dublin 4.

Duration; Dissolution; Rights upon Liquidation

     Willis-Ireland’s duration will be unlimited. Willis-Ireland may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding-up, a special resolution of shareholders is required. Willis-Ireland may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Willis-Ireland has failed to file certain returns. The articles of association of Willis-Ireland also provide for a voluntary winding up to be effected by way of a unanimous vote of the shareholders.

     The rights of the shareholders to a return of Willis-Ireland’s assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in Willis-Ireland’s articles of association or the terms of any preferred shares issued by the directors of Willis-Ireland from time to time. The holders of preferred shares in particular may have the right to priority in a dissolution or winding up of Willis-Ireland. If the articles of association contain no specific provisions in respect of a dissolution or winding up then, subject to the priorities or any creditors, the assets will be distributed to shareholders in proportion to the paid-up nominal value of the shares held. Willis-Ireland’s articles provide that the ordinary shareholders of Willis-Ireland are entitled to participate pro rata in a winding up, but their right to do so may be subject to the rights of any preferred shareholders to participate under the terms of any series or class of preferred shares.

Uncertificated Shares

     Holders of ordinary shares of Willis-Ireland will not have the right to require Willis-Ireland to issue certificates for their shares. Willis-Ireland will only issue uncertificated ordinary shares.

Stock Exchange Listing

     We intend to file an application with the NYSE to list the Willis-Ireland ordinary shares that holders of Willis-Bermuda common shares will receive in the Transaction. We expect that, immediately following the Transaction Time, the Willis-Ireland ordinary shares will be listed on the NYSE under the symbol

“WSH,” the same symbol under which your Willis-Bermuda common shares are currently listed. We do not plan for Willis-Ireland’s ordinary shares to be listed on the Irish Stock Exchange at the present time.

No Sinking Fund

     The Willis-Ireland ordinary shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

     The shares to be issued in the Transaction will be duly and validly issued and fully paid.

Transfer and Registration of Shares

     Willis-Ireland’s share register will be maintained by its transfer agent. Registration in this share register will be determinative of membership in Willis-Ireland. A shareholder of Willis-Ireland who holds shares beneficially will not be the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee will be the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in Willis-Ireland’s official share register, as the depository or other nominee will remain the record holder of such shares.

     A written instrument of transfer is required under Irish law in order to register on Willis-Ireland’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer also is required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on Willis-Ireland’s official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

     Any transfer of Willis-Ireland shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to our transfer agent. Willis-Ireland’s articles of association allow Willis-Ireland, in its absolute discretion, to create an instrument of transfer and pay any stamp duty payable by a buyer. In the event of any such payment, Willis-Ireland is (on behalf of itself or its affiliates) entitled to (i) seek reimbursement from the buyer or seller (at its discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the buyer or seller (at its discretion), and (iii) claim a lien against the Willis-Ireland shares on which it has paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Willis-Ireland shares has been paid unless one or both of such parties is otherwise notified by us.

     Willis-Ireland’s articles of association as they will be in effect after the Transaction delegate to Willis-Ireland’s Secretary the authority to execute an instrument of transfer on behalf of a transferring party.

     In order to help ensure that the official share register is regularly updated to reflect trading of Willis-Ireland shares occurring through normal electronic systems, we intend to regularly produce any required instruments of transfer in connection with any transactions for which we pay stamp duty (subject to the reimbursement and set-off rights described above). In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Willis-Ireland for this purpose) or request that Willis-Ireland execute an instrument of transfer on behalf of the transferring party in a form determined by Willis-Ireland. In either event, if the parties to the share transfer have the

instrument of transfer duly stamped (to the extent required) and then provide it to Willis-Ireland’s transfer agent, the buyer will be registered as the legal owner of the relevant shares on Willis-Ireland’s official Irish share register (subject to the matters described below).

     If Willis-Bermuda is under a contractual obligation to register or to refuse to register the transfer of a share to any person, the board shall act in accordance with such obligation and register or refuse to register the transfer of a share to such person, whether or not it is a fully-paid share or a share on which Willis-Bermuda has a lien. Subject to the previous sentence, the directors of Willis-Ireland have general discretion to decline to register an instrument of transfer of a share whether or not it is a fully-paid share or a share on which Willis-Bermuda has a lien.

     The registration of transfers may be suspended by the directors at such times and for such period, not exceeding in the whole 30 days in each year, as the directors may from time to time determine.

COMPARISON OF RIGHTS OF SHAREHOLDERS AND
POWERS OF THE BOARD OF DIRECTORS

     Your rights as a common shareholder of Willis-Bermuda and the relative powers of Willis-Bermuda’s board of directors are governed by Bermuda law and Willis-Bermuda’s memorandum of association and bye-laws. After the Transaction, you will become a shareholder of Willis-Ireland, and your rights and the relative powers of Willis-Ireland’s board of directors will be governed by Irish law and Willis-Ireland’s memorandum and articles of association as they will be in effect after the Transaction.

     Many of the principal attributes of Willis-Bermuda’s common shares and Willis-Ireland’s ordinary shares will be similar. However, there are differences between what your rights are under Bermuda law and what they will be after the Transaction under Irish law. In addition, there are differences between Willis-Bermuda’s memorandum of association and bye-laws and Willis-Ireland’s memorandum and articles of association as they will be in effect after the Transaction, especially as it relates to changes (i) that are required by Irish law (i.e., certain provisions of the Willis-Bermuda bye-laws were not replicated in the Willis-Ireland articles of association because Irish law would not permit such replication, and certain provisions were included in the Willis-Ireland articles of association although they were not in the Willis-Bermuda bye-laws because Irish law requires such provisions to be included in the articles of association of an Irish public limited company), or (ii) that are necessary in order to preserve the current rights of shareholders and powers of the board of directors of Willis following the Transaction.

     The following discussion is a summary of material changes in your rights resulting from the Transaction. This summary does not cover all of the differences between Irish law and Bermuda law affecting companies and their shareholders or all the differences between Willis-Bermuda’s memorandum of association and bye-laws and Willis-Ireland’s memorandum and articles of association. This summary is subject to the complete text of the relevant provisions of the Irish Companies Acts, the Bermuda Companies Act, Willis-Bermuda’s memorandum of association and bye-laws and Willis-Ireland’s memorandum and articles of association as they will be in effect after the Transaction. We encourage you to read those laws and documents carefully.

     The form of Willis-Ireland’s memorandum and articles of association substantially as they will be in effect after the Transaction are attached as Annex B to this proxy statement. For information as to how you can obtain Willis-Bermuda’s memorandum of association and bye-laws, please see “Where You Can Find More Information.” Except where otherwise indicated, the discussion of Willis-Ireland below reflects Willis-Ireland’s memorandum and articles of association as those documents will be in effect upon completion of the Transaction.

COMPARISON OF CORPORATE GOVERNANCE PROVISIONS

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
CAPITALIZATION
Authorized Share Capital		The authorized share capital of Willis-Bermuda is US$575,000, consisting of (i) 4,000,000,000 common shares, par value US$0.000115 per share and (ii) 1,000,000,000 preference shares, par value US$0.000115 per share, which preference shares consist of such series of preference shares as may be designated from time to time with the respective rights and restrictions determined by our board of directors. Under Willis-Bermuda’s bye-laws, the directors of Willis-Bermuda may		The authorized share capital of Willis-Ireland is €40,000 divided into 40,000 ordinary shares with a nominal value of €1 per share and US$575,000 consisting of (i) 4,000,000,000 ordinary shares with a nominal value of US$0.000115 per share and (ii) 1,000,000,000 preferred shares with a nominal value of US$0.000115 per share. The authorized share capital includes 40,000 ordinary shares with a nominal value of €1 per share in order to satisfy statutory requirements for all Irish public limited companies commencing operations.

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		issue new common or preferred shares out of authorized but unissued share capital without shareholder approval. In accordance with Willis-Bermuda’s bye-laws and the provisions of the Bermuda Companies Act, the authorized share capital may be increased, altered or reduced by way of a resolution of a majority of votes cast by Willis-Bermuda’s shareholders. The Willis-Bermuda board of directors is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of the issue of that class or series or to the extent the rights attached to any existing class or series of shares are varied, to provide from time to time for the issuance of other classes or series of preference shares and to establish the characteristics of each class or series, including the number of shares, designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other rights and limitations not inconsistent with applicable law. As permitted by Bermuda law, Willis-Bermuda may issue fractional shares.		Willis-Ireland may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum and articles of association. The authorized share capital may be increased or reduced by way of an ordinary resolution of Willis-Ireland’s shareholders. The shares comprising the authorized share capital of Willis-Ireland may be divided into shares of such nominal value as the resolution shall prescribe. As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires the approval of over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders of the company by an ordinary resolution. Because of this requirement of Irish law, which does not have an analog under Bermuda law, the articles of association of Willis-Ireland authorize the board of directors of Willis-Ireland to issue new ordinary or preferred shares without shareholder approval for a period of five years from the date of adoption of such articles of association which was will be _________, 2009, even though the Willis-Bermuda bye-laws do not include an analogous provision. The rights and restrictions to which the ordinary shares will be subject will be prescribed in Willis-Ireland’s articles of association. Willis-Ireland’s articles of association entitle the board of directors, without shareholder approval, to determine the terms of the preferred shares issued by Willis-Ireland. The Willis-Ireland board of directors is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of that class or series of shares, to provide from time to

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				time for the issuance of other classes or series of preferred shares and to establish the characteristics of each class or series, including the number of shares, designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other rights and limitations not inconsistent with applicable law. Unlike Bermuda law, Irish law does not recognize fractional shares held of record. Accordingly, Willis-Ireland’s articles of association do not provide for the issuance of fractional shares of Willis-Ireland, and the official Irish register of Willis-Ireland will not reflect any fractional shares. Whenever as a result of an alteration or reorganization of the share capital of Willis-Ireland any shareholder would become entitled to fractions of a share, the directors may, on behalf of those shareholders, sell the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those shareholders. This ability of the directors of Willis-Ireland to dispose of fractional shares is required in order to comply with the Irish law prohibition on fractional shares held of record.
Issued Share Capital		At September 1, 2009, 166,661,539 common shares of Willis-Bermuda were issued and outstanding and an additional 11,241 common shares were held in treasury. No preference shares are currently issued or outstanding.		Immediately prior to the Transaction, the issued share capital of Willis-Ireland will be €40,000, comprised of 40,000 ordinary shares, with nominal value of €1 per share. In connection with the consummation of the Transaction, the Euro Share Capital will be acquired by Willis-Ireland and will then be cancelled by Willis- Ireland. Willis-Ireland will simultaneously issue a number of ordinary shares with a nominal value of $0.000115 each that is equal to the number of Willis-Bermuda common shares that will be cancelled as part of the Transaction, including with respect to common shares held by Willis-Bermuda; provided however, common shares held by subsidiaries of Willis-Bermuda shall not receive Willis-

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				Ireland ordinary shares in substitution for them. All shares issued on completion of the Transaction will be issued as fully paid up.
Reduction of Share Capital		Willis-Bermuda may, by resolution of a majority of votes cast by its shareholders, reduce its authorized share capital in any way.		Willis-Ireland may, by ordinary resolution, reduce its authorized share capital in any way. Willis-Ireland also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any way. The distributable reserves proposal discussed above in “Proposal Number Two: Creation of Distributable Reserves” involves a reduction of share capital, namely the share premium account of Willis-Ireland, for purposes of Irish law.

PRE-EMPTION RIGHTS, SHARE WARRANTS AND SHARE OPTIONS		Common shareholders do not have pre-emption rights under the Bermuda Companies Act or in Willis-Bermuda’s bye-laws over further issuances of shares of Willis-Bermuda.		Under Irish law certain statutory pre-emption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, Willis-Ireland has opted out of these pre-emption rights in its articles of association as permitted under Irish company law. Because Irish law requires this opt-out to be renewed every five years by a special resolution of the shareholders and there is no analogous provision of Bermuda law, Willis-Ireland’s articles of association provide that this opt-out must be so renewed, even though Willis-Bermuda’s bye-laws do not include an analogous provision. A special resolution requires the approval of not less than 75% of the votes of Willis-Ireland’s shareholders cast at a general meeting. If the opt-out is not renewed, shares issued for cash must be offered to pre-existing shareholders of Willis-Ireland pro rata to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution). The articles of association of Willis-

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				Ireland provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Willis-Ireland is subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. The board of Willis-Ireland may issue shares upon exercise of warrants or options without shareholder approval or authorization (up to the relevant authorized share capital limit). In connection with the Transaction, Willis-Ireland will also assume, on a one-for-one basis, Willis-Bermuda’s existing obligations to deliver shares under our equity incentive plans and other similar equity awards pursuant to the terms thereof. Willis-Ireland will be subject to the rules of the NYSE and the Code that require shareholder approval of certain equity plans and share issuances. The Irish Companies Act prohibits an Irish company from allotting shares for “nil” or no consideration. Accordingly, the nominal value of the shares issued upon the lapse of restrictions or the vesting of any restricted stock unit, performance shares awards, bonus shares or any other share-based grants must be paid pursuant to the Irish Companies Act.

DISTRIBUTIONS AND DIVIDENDS; REPURCHASES AND REDEMPTIONS
Distributions and		Under Bermuda law, a company is		Under Irish law, dividends and

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
Dividends		not required to present proposed dividends or distributions from contributed surplus to its shareholders for approval or adoption. Under the Bermuda Companies Act, the board of directors of a company may not declare or pay dividends or make distributions from contributed surplus to the common shareholders if there are reasonable grounds for believing that (i) the company is or would after the payment be unable to pay its liabilities as they become due, or (ii) the realizable value of the company’s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts. Contributed surplus includes proceeds arising from donated shares, credits resulting from the redemption or conversion of shares at less than the amount set up as nominal capital and donations of cash and other assets of the company. Subject to the rights, if any, of holders of any preference shares in issue, Willis-Bermuda may make distributions and pay dividends, to the extent not prohibited by applicable law, by action of the board of directors. The directors of Willis-Bermuda are also entitled to issue shares with preferred rights to participate in dividends declared by Willis-Bermuda. The holders of such preferred shares may, depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to common shareholders.		distributions may only be made from distributable reserves. Distributable reserves generally means the accumulated realized profits of Willis-Ireland less accumulated realized losses of Willis-Ireland and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless the net assets of Willis-Ireland are equal to, or in excess of, the aggregate of Willis-Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce Willis-Ireland’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Willis-Ireland’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Willis-Ireland’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital. The determination as to whether or not Willis-Ireland has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of Willis-Ireland. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of Willis-Ireland’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). Although Willis-Ireland will not have any distributable reserves immediately following the Transaction Time, we are taking steps to create such distributable reserves. Please see “Risk Factors” and “Proposal Number Two: Creation of Distributable Reserves.” The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				articles of association of Willis-Ireland. Willis-Ireland’s articles of association authorize the directors to declare such dividends as appear justified from the profits of Willis-Ireland without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. The board of directors may direct that the payment be made by distribution of assets, shares or cash and no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets. Although the provisions of Willis-Ireland’s articles of association described in this paragraph are different from the analogous provisions of Willis-Bermuda’s bye-laws, these differences are required due to differences between Irish law and Bermuda law with respect to distributions and dividends. The directors of Willis-Ireland may deduct from any dividend payable to any member all sums of money (if any) payable by such member to Willis-Ireland in relation to the shares of Willis-Ireland. The directors of Willis-Ireland are also entitled to issue shares with preferred rights to participate in dividends declared by Willis-Ireland. The holders of such preferred shares may, depending on their terms rank senior to the Willis-Ireland ordinary shares in terms of dividend rights and/or be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders. For information about the Irish tax issues relating to dividend payments, please see “Material Tax Considerations—Irish Tax Considerations.”
Share Repurchases, Redemptions and Conversions		Under the Bermuda Companies Act, shares of a Bermuda company may be repurchased if so authorized by its		Willis-Ireland’s articles of association provide that any ordinary share which Willis-Ireland has acquired or agreed to

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		bye-laws or memorandum of association, and preferred shares may be redeemed at the option of the company if so authorized by its bye-laws or, in the case of shares redeemable at the option of the holder, its memorandum of association, provided that: (i) no such shares shall be repurchased or redeemed except out of the capital paid thereon, the funds of the company available for dividend or distribution, or out of the proceeds of a new issue of shares made for the purposes of redemption; (ii) the premium, if any, payable on redemption, is provided out of the company’s funds which would be otherwise available for dividend or distribution or out of the company’s share premium account before the shares are repurchased or redeemed; and (iii) there are no reasonable grounds for believing that the company is, or after such redemption or repurchase would be, unable to pay its liabilities as they become due. Willis-Bermuda’s bye-laws provide that it may from time to time purchase its own shares in accordance with the provisions of the Bermuda Companies Act. Shareholder approval is not required for the purchase by Willis-Bermuda (or any of its subsidiaries) of Willis-Bermuda’s shares. Bermuda law does not distinguish between on-market and off-market purchases of a company’s own shares. Under Willis-Bermuda’s bye-laws, the board of directors is authorized to provide for the issuance of preferred shares with such rights (including redemption rights) as the board of directors may adopt by resolution, as set out in the bye-laws. Willis-Bermuda’s memorandum of association authorizes Willis-Bermuda to issue preferred shares redeemable at the option of the holder, subject to the provisions of the Bermuda Companies Act. Repurchased and redeemed shares may be cancelled or held as treasury		acquire shall be converted into a redeemable share. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by Willis-Ireland can technically be effected as a redemption of those shares as described below under “—Repurchases and Redemptions by Willis-Ireland.” If the articles of association of Willis-Ireland did not contain such provision, repurchases by Willis-Ireland would be subject to many of the same rules that apply to purchases of Willis-Ireland shares by subsidiaries described below under “—Purchases by Subsidiaries of Willis-Ireland,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Because Bermuda law does not impose such requirements with respect to share repurchases by Willis-Bermuda and we desired to preserve the status quo with respect to share repurchases to the greatest extent possible after the Transaction, a provision was included in the Willis-Ireland articles of association, even though there is no analogous provision in the Willis-Bermuda bye-laws. Except where otherwise noted, when we refer elsewhere in this proxy statement to repurchasing or buying back ordinary shares of Willis-Ireland, we are referring to the redemption of ordinary shares by Willis-Ireland pursuant to such provision of the articles of association or the purchase of ordinary shares of Willis-Ireland by Willis-Ireland or a subsidiary of Willis-Ireland, in each case in accordance with the Willis-Ireland articles of association and Irish company law as described below. Repurchases and Redemptions by Willis-Ireland Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “—Distributions and Dividends”) or the proceeds of a new issue of shares for that purpose. Although Willis-Ireland will not have

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		shares. While Willis-Bermuda holds shares as treasury shares, it cannot exercise any voting rights in respect of those shares. Treasury shares may be cancelled by Willis-Bermuda or re-issued subject to certain conditions. Under Bermuda law, it is permissible for a Bermuda or non-Bermudian subsidiary to purchase shares of Willis-Bermuda. While the subsidiary holds the shares of Willis-Bermuda, there is no statutory prohibition with respect to such shareholder exercising voting rights in respect of those shares; however, there may be circumstances in which such shares could not be voted by the subsidiary.		any distributable reserves immediately following the Transaction Time, we are taking steps to create such distributable reserves. Please see “Risk Factors” and “Proposal Number Two: Creation of Distributable Reserves.” The issue of redeemable shares may only be made by Willis-Ireland where the nominal value of the issued share capital that is not redeemable is at least 10% of the nominal value of the total issued share capital of Willis-Ireland. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Based on the provision of Willis-Ireland’s articles described above, shareholder approval will not be required to redeem Willis-Ireland shares. Willis-Ireland may also be given an additional general authority to purchase its own shares on-market which would take effect on the same terms and be subject to the same conditions as applicable to purchases by Willis-Ireland’s subsidiaries as described below. The board of directors of Willis-Ireland will also be entitled to issue preferred shares which may be redeemed at the option of either Willis-Ireland or the shareholder, depending on the terms of such preferred shares. Please see “—Capitalization—Authorized Share Capital” above for additional information on preferred shares. Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Willis-Ireland at any time must not exceed 10% of the nominal value of the issued share capital of Willis-Ireland. Willis-Ireland cannot exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by Willis-Ireland or re-issued subject to certain conditions. Purchases by Subsidiaries of Willis-

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				Ireland Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares of Willis-Ireland either on-market or off-market. A general authority of the shareholders of Willis-Ireland (by way of ordinary resolution) is required to allow a subsidiary of Willis-Ireland to make on-market purchases of Willis-Ireland shares. However, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of Willis-Ireland shares is required. Prior to the Transaction Time, we expect Willis-Bermuda together with the nominee shareholders of Willis-Ireland to authorize the purchase of Willis-Ireland shares by subsidiaries of Willis-Ireland, such that Willis-Ireland’s subsidiaries will be authorized to purchase shares in an aggregate amount approximately equal to the then remaining authorization under the existing Willis-Bermuda share repurchase program. This authority will expire no later than 18 months after the date on which it takes effect. In order for a subsidiary of Willis-Ireland to make an on-market purchase of Willis-Ireland’s shares, such shares must be purchased on a “recognized stock exchange.” The NYSE, on which the shares of Willis-Ireland will be listed following the Transaction, is not currently specified as a recognized stock exchange for this purpose by Irish company law. It is possible that the Irish authorities will take appropriate steps in the near future to add the NYSE to the list of recognized stock exchanges. For an off-market purchase by a subsidiary of Willis-Ireland, the proposed purchase contract must be authorized by special resolution of the shareholders of Willis-Ireland before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Willis-

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				Ireland. The number of shares held by the subsidiaries of Willis-Ireland at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Willis-Ireland. While a subsidiary holds shares of Willis-Ireland, it cannot exercise any voting rights in respect of those shares. The acquisition of the shares of Willis-Ireland by a subsidiary must be funded out of distributable reserves of the subsidiary. Existing Share Repurchase Program The board of directors of Willis-Bermuda has previously authorized a program to repurchase up to one billion of its common shares. Prior to the consummation of the Transaction, we expect (i) the board of directors of Willis-Ireland to authorize the repurchase of Willis-Ireland shares by Willis-Ireland and its subsidiaries and (ii) Willis-Bermuda and the nominee shareholders of Willis-Ireland to authorize the purchase of Willis-Ireland shares by subsidiaries of Willis-Ireland, such that Willis-Ireland and its subsidiaries will be authorized to purchase shares in an aggregate amount approximately equal to the then remaining authorization under the existing Willis-Bermuda share repurchase program. As noted above, because repurchases of Willis-Ireland shares by Willis-Ireland can technically be effected as a redemption of those shares pursuant to the articles of association, such repurchases may be made whether or not the NYSE is a “recognized stock exchange” and shareholder approval for such repurchases will not be required. However, because purchases of Willis-Ireland shares by subsidiaries of Willis-Ireland may be made only on a “recognized stock exchange” and only if the required shareholder approval has been obtained, we expect that the shareholder authorization for purchases

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				by subsidiaries of Willis-Ireland described above will be effective as of the later of (i) the Transaction Time and (ii) the date on which the NYSE becomes a recognized stock exchange for this purpose. This authorization will expire no later than 18 months after the date on which it takes effect and we expect that we would seek shareholder approval to renew this authorization at future annual general meetings.
Bonus Shares		Under Willis-Bermuda’s bye-laws, the board may resolve to capitalize any part of the amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account or any capital redemption reserve fund or other undistributable reserve for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.		Under Willis-Ireland’s articles of association, the board may resolve to capitalize any amount for the time being standing to the credit of any of Willis-Ireland’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of profit and loss account for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

SHAREHOLDER APPROVAL OF BUSINESS COMBINATIONS		There are a number of mechanisms for acquiring a Bermuda company, including:		There are a number of mechanisms for acquiring an Irish public limited company, including:
		(a)     a procedure under Section 99 of the Bermuda Companies Act known as a “scheme of arrangement.” A scheme of arrangement is a compromise or agreement made between us and our creditors or shareholders, which is made by obtaining (i) the consent for the arrangement of the holders of the common shares by a majority in number representing 75% in value of the shares voting at such meeting at which a quorum is present in person or by proxy and (ii) the consent of the Bermuda Court. A scheme of arrangement is binding on all of our members or creditors; (b)     a procedure under Section 102 of the Bermuda Companies Act for the compulsory acquisition of the shares of shareholders who dissent from a scheme or contract		(a)     a court-approved scheme of arrangement under the Irish Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (i) 75% of the voting shareholders by value; and (ii) 50% in number of the voting shareholders, at a meeting called to approve the scheme; (b)     through a tender offer by a third party for all of the shares of Willis-Ireland. Where the holders of 80% or more of Willis-Ireland’s shares have accepted an offer for their shares in Willis-Ireland, the remaining shareholders may be statutorily required to also transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If shares of Willis-

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		which involves the transfer of shares in us to another company. Where such a scheme or contract is approved by the holders of 90% in value of the shares to be transferred, the transferee company can, within 2 months of such approval, serve notice requiring those shareholders who dissent to transfer their shares to the transferee company. If no application is made by a dissenting shareholder to the Bermuda court within one month of receiving such notice, the dissenting shareholder is obliged to transfer his shares to the transferee on the terms of the scheme or contract. There are additional requirements which the transferee company has to satisfy in the event that it already holds more than 10% in value of the shares in us when proposing the scheme or contract; (c)     a procedure under Section 103 of the Bermuda Companies Act, under which the holders of not less than 95% of the shares or a class of shares in us may give notice to the remaining shareholders or shareholders of the relevant class that they wish compulsorily to acquire their shares, on the terms set out in the notice. The shareholders receiving the notice can either accept it, or apply to the Bermuda court within one month of receiving such notice for the court to appraise the value of their shares. The shareholder who gave the notice to acquire has the option either to proceed to acquire the shares at the price fixed by the court, or to discontinue the purchase; and (d)     under the Bermuda Companies Act, two or more companies registered in Bermuda can amalgamate and continue as one amalgamated company. A Bermuda exempted company and a foreign corporation may		Ireland were listed on the Irish Stock Exchange or another regulated stock exchange in the EU, this threshold would be increased to 90%; and (c)     it is also possible for Willis-Ireland to be acquired by way of a merger with an EU-incorporated public company under the EU Cross-Border Mergers Directive 2005/56/EC. Such a merger must be approved by a special resolution. If Willis-Ireland is being merged with another EU public company under the EU Cross-Border Mergers Directive 2005/56/EC and the consideration payable to Willis-Ireland’s shareholders is not all in the form of cash, Willis-Ireland’s shareholders may be entitled to require their shares to be acquired at fair value. Under Irish law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets.

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		amalgamate and continue either as a Bermuda exempted company or as a foreign corporation. The statutory threshold for approval of an amalgamation is 75% of shareholders voting at a special general meeting or such lower majority as is stipulated in the bye-laws of the company. Willis-Bermuda’s bye-laws provide that the affirmative vote of the holders of a majority of the votes cast is required to approve an amalgamation. For purposes of approval of an amalgamation, all shares, whether or not otherwise entitled to vote, carry the right to vote. A separate vote of a class of shares is required if the rights of that class would be altered by virtue of the amalgamation. Under Bermuda law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets. However, Willis-Bermuda’s bye-laws provide that the sale of all or substantially all of Willis-Bermuda’s assets is a termination event triggering the liquidation and dissolution of Willis-Bermuda.

DISCLOSURE OF INTERESTS IN SHARES		The Bermuda Companies Act does not include provisions related to disclosure of interests in shares analogous to the provisions of the Irish Companies Acts described below.		Under Irish law, there is a notification requirement for shareholders who acquire or cease to be interested in five percent of the shares of an Irish public limited company. A shareholder of Willis-Ireland must therefore make such a notification to Willis-Ireland if as a result of a transaction the shareholder will be interested in five percent or more of the shares of Willis-Ireland; or if as a result of a transaction a shareholder who was interested in more than five percent of the shares of Willis-Ireland ceases to be so interested. Where a shareholder is interested in more than five percent of the shares of Willis-Ireland, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Willis-Ireland. The

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of Willis-Ireland’s share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. All such disclosures should be notified to Willis-Ireland within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above, no right or interest of any kind whatsoever in respect of any shares in Willis-Ireland concerned, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the court to have the rights attaching to the shares concerned reinstated. In addition to the above disclosure requirement, Willis-Ireland, under the Irish Companies Acts, may by notice in writing require a person whom Willis-Ireland knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in Willis-Ireland’s relevant share capital to: (i) indicate whether or not it is the case; and (ii) where such person holds or has during that time held an interest in the shares of Willis-Ireland, to give such further information as may be required by Willis-Ireland including particulars of such person’s own past or present interests in shares of Willis-Ireland. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice. Where such a notice is served by Willis-Ireland on a person who is or was interested in shares of Willis-Ireland and that person fails to give Willis-Ireland any information required

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				within the reasonable time specified, Willis-Ireland may apply to court for an order directing that the affected shares be subject to certain restrictions. Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:
				(a)     any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, shall be void; (b)     no voting rights shall be exercisable in respect of those shares; (c)     no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and (d)     no payment shall be made of any sums due from Willis-Ireland on those shares, whether in respect of capital or otherwise. Where the shares in Willis-Ireland are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

APPRAISAL RIGHTS		Under the Bermuda Companies Act, a dissenting shareholder of a company participating in an amalgamation (other than an amalgamation between a company and its wholly-owned subsidiary or between two or more subsidiaries of the same company) may apply to the Bermuda courts to appraise the fair value of its shares. Under Bermuda law, the common shareholders of Willis-Bermuda do not have any dissenters’ rights or right to an appraisal of the value of their shares or receive payment for them in connection with the Transaction.		Generally, under Irish law, shareholders of an Irish company do not have dissenters or appraisal rights. Under the European Communities (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish public limited company and a company incorporated in the European Economic Area, a shareholder (i) who voted against the special resolution approving the merger or (ii) of a company in which 90% of the shares is held by the other company the party to the merger of the transferor company has the right to request that the company acquire its shares for cash.

OTHER ANTI-TAKEOVER MEASURES		Bermuda law does not expressly prohibit companies from issuing share purchase rights or adopting a		Shareholder Rights Plans and Share Issuances

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		shareholder rights plan. However, there is little case law on the enforceability of such plans under Bermuda law. In the adoption of such a plan, the following principles should be observed: (i) the directors must take bona fide actions in the best interests of the company as a whole, (ii) the powers of the directors are used for a proper purpose, (iii) the directors exercise their powers fairly between shareholders and (iv) the plan does not penalize any existing shareholders. The board also has power to issue any authorized and unissued shares of the company on such terms and conditions as it may determine and any such action should be taken in the best interests of Willis-Bermuda. It is possible, however, that the terms and conditions of any issue of preferred shares could discourage a takeover or other transaction that holders of some or a majority of the common shares believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares.		Irish law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law. In any event, such a plan would be subject to the Irish Takeover Rules described below. Subject to the Irish Takeover Rules described below, the board also has power to issue any authorized and unissued shares of Willis-Ireland on such terms and conditions as it may determine and any such action should be taken in the best interests of Willis-Ireland. It is possible, however, that the terms and conditions of any issue of preferred shares could discourage a takeover or other transaction that holders of some or a majority of the ordinary shares believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares. Irish Takeover Rules and Substantial Acquisition Rules A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of Willis-Ireland will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below. General Principles The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:
				•     in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				•     the holders of securities in the target company must have sufficient time to allow them to make an informed decision regarding the offer;
				•     the board of a company must act in the interests of the company as a whole. If the board of the target company advises the holders of securities as regards the offer it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;
				•     false markets in the securities of the target company or any other company concerned by the offer must not be created;
				•     a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered;
				•     a target company may not be hindered longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt the day-to-day running of a target company particularly if the offer is hostile and the board of the target company must divert its attention to resist the offer; and
				•     a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure. Mandatory Bid If an acquisition of shares were to increase the aggregate holding of an acquirer and its concert parties to shares carrying 30% or more of the voting rights in Willis-Ireland, the acquirer and, depending on the circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make a cash offer for the remaining outstanding shares at a price not less than the highest price paid for the shares by the acquirer or its concert parties during the previous 12 months.

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				This requirement would also be triggered by an acquisition of shares by a person holding (together with its concert parties) shares carrying between 30% and 50% of the voting rights in Willis-Ireland if the effect of such acquisition were to increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a twelve-month period. A single holder (that is, a holder excluding any parties acting in concert with the holder) holding more than 50% of the voting rights of a company is not subject to this rule. Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire ordinary shares of Willis-Ireland within the period of three months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for Willis-Ireland ordinary shares by the bidder or its concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard to the General Principles, believes it is appropriate to do so. If the bidder or any of its concert parties has acquired ordinary shares of Willis-Ireland (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total ordinary shares of Willis-Ireland or (ii) at any time after the commencement of the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the price per Willis-Ireland ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in the case of (i), the period of 12 months prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total ordinary

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				shares of Willis-Ireland in the 12 month period prior to the commencement of the offer period if the Panel, having regard to the General Principles, considers it just and proper to do so. An offer period will generally commence from the date of the first announcement of the offer or proposed offer. Substantial Acquisition Rules The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Willis-Ireland. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Willis-Ireland is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Willis-Ireland and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings. Frustrating Action Under the Irish Takeover Rules, the board of directors of Willis-Ireland is not permitted to take any action which might frustrate an offer for the shares of Willis-Ireland once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent except as noted below. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
				to believe an offer is imminent. Exceptions to this prohibition are available where:
				(a)     the action is approved by Willis-Ireland’s shareholders at a general meeting; or (b)     with the consent of the Irish Takeover Panel where:
				(i)     the Irish Takeover Panel is satisfied the action would not constitute a frustrating action; (ii)     the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting; (iii)     in accordance with a contract entered into prior to the announcement of the offer; or (iv)     the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business. For other provisions that could be considered to have an anti-takeover effect, please see above at “—Pre-emption Rights, Share Warrants and Share Options” and “—Disclosure of Interests in Shares,” in addition to “—Election of Directors,” “—Vacancies on Board of Directors,” “—Removal of Directors,” “—Board and Committee Composition; Management,” “—Shareholder Consent to Action Without Meeting,” “—Amendment of Governing Documents” and “—Director Nominations; Proposals of Shareholders” below.

ELECTION OF DIRECTORS		Willis-Bermuda’s bye-laws provide that the board of directors will consist of not less than two nor more than 20 persons, with the exact number in that range to be set from time to time by the board of directors. The common shareholders of Willis-Bermuda may from time to time increase or reduce the maximum		The Irish Companies Acts provide for a minimum of two directors. Willis-Ireland’s articles of association provide for 12 directors. Willis-Bermuda currently has 11 directors, and these directors will be the directors of Willis-Ireland if the Transaction is consummated. The

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		number, or increase the minimum number, of directors by a special resolution amending the bye-laws. Accordingly, the board of directors, and not the shareholders, has the authority to determine the number of directors within the stated range. Directors are elected or appointed at the annual general meeting or at any special general meeting called for that purpose. Each director is elected by the affirmative vote of a majority of the votes cast with respect to such director at any meeting for the election of directors at which a quorum is present. Directors hold office until the earliest of (i) the next annual general meeting, (ii) their successors are elected or appointed or (iii) their office is otherwise vacated in accordance with our bye-laws. Holders of common shares are entitled to one vote per each such at all meetings at which directors are elected.		shareholders of Willis-Ireland may from time to time increase or reduce the maximum number, or increase the minimum number, of directors by a special resolution amending the articles of association. Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at an annual general meeting and serve until the next following annual general meeting. Any nominee for director who does not receive a majority of the votes cast is not elected to the board.

VACANCIES ON BOARD OF DIRECTORS		Willis-Bermuda’s bye-laws provide that the board may fill any vacancy occurring in the board of directors. If the board of directors fills a vacancy, the director’s term expires at the next		Willis-Ireland’s articles of association provide that the board may fill any vacancy occurring in the board of directors. If the board of directors fills a vacancy, the director’s term expires at

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		annual general meeting. A vacancy on the board created by the removal of a director may be filled by the shareholders at the meeting at which such director is removed and, in the absence of such election or appointment, the remaining directors may fill the vacancy.		the next annual general meeting. A vacancy on the board created by the removal of a director may be filled by the shareholders at the meeting at which such director is removed and, in the absence of such election or appointment, the remaining directors may fill the vacancy.

REMOVAL OF DIRECTORS		Willis-Bermuda’s bye-laws provide that directors may be removed without cause upon the affirmative vote of the holders of a majority of the shares entitled to vote for the election of directors; provided that the notice of any such meeting convened for the purpose of removing a director contain a statement of the intention to do so and be served on such director not less than 14 days before the meeting and at such meeting such director shall be entitled to be heard on the motion for such director’s removal.		The Irish Companies Acts provide that notwithstanding anything contained in the articles of association of a company or in any agreement between that company and a director, the shareholders may by an ordinary resolution remove a director from office before the expiration of his or her term provided that not less than 28 days notice of any such meeting be given and the director shall be entitled to be heard at such meeting. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) which the director may have against Willis-Ireland in respect of his or her removal.

BOARD AND COMMITTEE COMPOSITION; MANAGEMENT		Willis-Bermuda’s bye-laws provide that the board of directors may delegate any or all of its powers to a committee or committees appointed by the board which may consist partly or entirely of non-directors and every such committee shall conform to such directions as the board shall impose on them. The meetings and proceedings of any such committee shall be governed by the provisions of Willis-Bermuda’s bye-laws regulating the meetings and proceedings of the board, so far as the same are applicable and are not superseded by directions imposed by the board.		The articles of association of Willis-Ireland allocate authority over the management of Willis-Ireland to the board of directors. The board of directors may then delegate management of Willis-Ireland to committees of the board (consisting of members of the board or other persons) or executives, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of Willis-Ireland. Willis-Ireland will replicate the existing committees that are currently in place for Willis-Bermuda which include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. It also is the intention of Willis-Ireland to adopt Willis-Bermuda’s current Corporate Governance Guidelines.

DUTIES OF THE BOARD OF DIRECTORS		Bermuda law does not impose an all-embracing code of conduct on directors. Many of the duties and obligations of a director are statutory; others are found only in common		The directors of Willis-Ireland have certain statutory and fiduciary duties. All of the directors have equal and overall responsibility for the management of Willis-Ireland

PROVISION		WILLIS-BERMUDA		WILLIS-IRELAND
		law. The Bermuda Companies Act contains numerous provisions relating to the duties of directors and prescribes penalties for breach of such duties. At common law a director owes two types of duty to the company: a fiduciary duty and a duty of skill and care. An individual director must act in good faith in his or her dealings with or on behalf of the company and exercise the powers and fulfill the duties of the office honestly. A director has a duty to act in good faith in what he or she considers is the best interests of the company and not for any collateral purpose. Directors must act within the powers set out in the company’s memorandum of association and bye-laws and exercise their powers in the company’s interests and for the purposes for which those powers were conferred. Directors are responsible to the company and not, in the absence of special circumstances, to the shareholders as individuals. For these purposes, the company is generally defined with reference to the interest of both present and future shareholders of the company as a whole.		(although directors who also serve as employees will have additional responsibilities and duties arising under their employment agreements and it is likely that more will be expected of them in compliance with their duties than non-executive directors). The principal directors’ duties include the common law fiduciary duties of good faith and exercising due care and skill. The statutory duties include ensuring the maintenance of proper books of account, having annual accounts prepared, having an annual audit performed, the duty to maintain certain registers and make certain filings as well as disclosure of personal interests. Particular duties also apply to directors of insolvent companies. For example, the directors could be liable to sanctions where they are deemed by the court to have carried on the business of Willis-Ireland while insolvent, without due regard to the interests of creditors. For public limited companies like Willis-Ireland, directors are under a specific duty to ensure that the Secretary is a person with the requisite knowledge and experience to discharge the role.