Willis Group Holdings Limited

                                4,000,000 Shares
                                  Common Stock
                              ($0.000115 par value)

                          Form of Repurchase Agreement


                                                        New York, New York
                                                         February 19, 2004

Willis Group Holdings Limited
Ten Trinity Square
London, EC3P 3AX

Ladies and Gentlemen:

                  Profit Sharing (Overseas), Limited Partnership, a limited
partnership formed pursuant to the laws of the Province of Alberta ("Overseas")
and Fisher Capital Corp. L.L.C., a Delaware limited liability company ("Fisher
Capital" and, together with Overseas, the "Selling Stockholders"), propose to
sell, pursuant to Section 42A of the Companies Act 1981 of Bermuda (the
"Companies Act"), to Willis Group Holdings Limited, a Bermuda company (the
"Company"), 4,000,000 shares of Common Stock, par value $0.000115 per share
("Common Stock"), of the Company (said shares to be sold by the Selling
Stockholders being hereinafter called the "Securities"). Reference is made to
the Underwriting Agreement, dated the date hereof (the "Underwriting
Agreement"), among Citigroup Global Markets Inc., Banc of America Securities
LLC, Credit Suisse First Boston LLC and the other several Underwriters named in
Schedule I thereto (the "Underwriters"), the Company and the Selling
Stockholders.

     1.  Representations  and Warranties of the Company.  The Company represents
and warrants to, and agrees with, each Selling Stockholder that:

     (a) This Agreement and the purchase and sale contemplated  hereby have been
duly  authorized  by the Company and have been entered into in  compliance  with
Section 42A of the Companies Act.

     (b) No consent,  approval,  authorization,  filing, order,  registration or
qualification of or with any court or governmental agency or body is required in
connection with the transactions contemplated herein.

     (c) To ensure the legality, validity, enforceability and admissibility into
evidence  of each of this  Agreement  and any  other  document  to be  furnished
hereunder in Bermuda, it is not necessary that this Agreement, the Securities or
such other  document be filed or recorded  with any court or other  authority in
Bermuda or any stamp or similar  tax be paid in Bermuda on or in respect of this
Agreement, the Securities or any such other document.

<PAGE>

     (d) The Company  acknowledges that, prior to the completion of the sale and
purchase  contemplated by this Agreement and the purchase and sale  contemplated
by the Underwriting Agreement, it is an affiliate of Overseas.

     2. Representations and Warranties of the Selling Stockholders. Each Selling
Stockholder,  severally and not jointly,  represents and warrants to, and agrees
with the Company that:

     (a) Such Selling  Stockholder  is the record owner of the  Securities to be
sold by it  hereunder  free and clear of all liens,  encumbrances,  equities and
claims.

     (b) No consent,  approval,  authorization,  filing, order,  registration or
qualification  of or with any court or  governmental  agency or body is required
for the sale of the Securities by such Selling Stockholder.

     3.  Purchase  and Sale.  (a)  Subject  to the terms and  conditions  and in
reliance upon the  representations and warranties herein set forth, each Selling
Stockholder  agrees to sell to the  Company the amount of  Securities  set forth
opposite such Selling  Stockholder's  name in Schedule I hereto, and the Company
agrees to purchase from each Selling  Stockholder the Securities,  at a purchase
price of $37.026  per share  (such  purchase  price equal to the price per share
that the Underwriters shall pay to the Selling Stockholders for the Underwritten
Securities (as defined in the Underwriting  Agreement)  pursuant to the terms of
the Underwriting Agreement).

     4. Delivery and Payment.  Delivery of and payment for the Securities  shall
be made at 10:00 AM, New York City time,  on February 25, 2004,  or at such time
on  such  later  date  as the  delivery  of and  payment  for  the  Underwritten
Securities sold pursuant to the terms of the  Underwriting  Agreement shall take
place (such date and time of  delivery  and  payment  for the  Securities  being
herein called the "Closing  Date").  Delivery of the Securities shall be made to
the Company  against  payment by the Company of the aggregate  purchase price of
the  Securities  being sold by each of the Selling  Stockholders  to or upon the
order of such Selling  Stockholder by wire transfer payable in same-day funds to
an account specified by such Selling Stockholder.

                  Each Selling Stockholder will pay all applicable transfer
taxes, if any, involved in the transfer to the Company of the Securities to be
purchased by it from such Selling Stockholder.

     5.   Conditions  to  the   Obligations  of  the  Company  and  the  Selling
Stockholders.

     (a) The  obligations  of the Company to purchase  the  Securities  shall be
subject to the accuracy of the representations and warranties on the part of the
Selling  Stockholders  contained  herein as of the date  hereof and the  Closing
Date,  to the  performance  by the  Selling  Stockholders  of  their  respective
obligations hereunder and to the delivery of and payment for of the Underwritten
Securities pursuant to the terms of the Underwriting Agreement.

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<PAGE>

     (b) The  obligations  of the Selling  Stockholders  to sell the  Securities
shall be subject to the accuracy of the  representations  and  warranties on the
part of the Company contained herein as of the date hereof and the Closing Date,
to the  performance  by the  Company  of its  obligations  hereunder  and to the
delivery of and payment for of the Underwritten Securities pursuant to the terms
of the Underwriting Agreement.

     (c) If any of the  conditions  specified  in this  Section 5 shall not have
been fulfilled in all material  respects when and as provided in this Agreement,
this Agreement and all  obligations of the Company and the Selling  Stockholders
hereunder  may be canceled  at, or at any time prior to, the Closing Date by the
other party.  Notice of such  cancelation  shall be given to the Company and the
Selling  Stockholders  in writing or by  telephone  or  facsimile  confirmed  in
writing.

     6. Notices.  All communications  hereunder will be in writing and effective
only on  receipt,  and, if sent to the  Company,  will be mailed,  delivered  or
telefaxed  to  44(0)20  7481 7183 and  confirmed  to it at Ten  Trinity  Square,
London,  England,  EC3P 3AX, Attention:  Corporate Secretary;  or if sent to the
Selling  Stockholders,  will be mailed,  delivered  or  telefaxed to each of the
addresses or telefax numbers set forth in Schedule I hereto.

     7.  Applicable  Law.  This  Agreement  will be governed by and construed in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed  within the State of New York.  The Company and each Selling
Stockholder hereby submits to the non-exclusive  jurisdiction of the Federal and
state  courts  in the  Borough  of  Manhattan  in New  York  City in any suit or
proceeding  arising  out of or relating to this  Agreement  or the  transactions
contemplated hereby.

     8. Counterparts.  This Agreement may be signed in one or more counterparts,
each of which shall  constitute  an  original  and all of which  together  shall
constitute one and the same agreement.

     9. Headings.  The section headings used herein are for convenience only and
shall not affect the construction hereof.


                                       3
<PAGE>



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the Selling Stockholders.

                                 Very truly yours,

                                 PROFIT SHARING (OVERSEAS), LIMITED PARTNERSHIP,

                                   by  KKR 1996 FUND (OVERSEAS), LIMITED
                                       PARTNERSHIP, its general partner

                                   by  KKR ASSOCIATES II (1996), LIMITED
                                       PARTNERSHIP, its general partner,

                                   by  KKR 1996 OVERSEAS, LIMITED, its general
                                       partner,

                                   By
                                       -----------------------------------------
                                       Name:
                                      Title:

                                  FISHER CAPITAL CORP. L.L.C.

                                   by
                                       --------------------------------------
                                       Name:
                                      Title:

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

WILLIS GROUP HOLDINGS LIMITED
     By
           -------------------------------------------------------
           Name:
           Title:


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<PAGE>


                                   SCHEDULE I
                                   ----------
<TABLE>
<CAPTION>


                     Selling Stockholders:                                                       Number of
                     --------------------                                             Securities to be Sold
                                                                                      ---------------------
<S>                                                                                               <C>
Profit Sharing (Overseas), Limited Partnership                                                    3,974,154
Ugland House
P.O. Box 309 George Town, Grand Cayman Cayman Islands, B.W.I. Fax: (212)
750-0003

Fisher Capital Corp. L.L.C.                                                                          25,846
8 Clarke Drive
Cranbury, NJ 08512
Fax: (609) 409-1235                                                                            ____________

      Total:................................                                                      4,000,000
                                                                                                  =========


</TABLE>


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