<PAGE>

                              WILLIS GROUP LIMITED

                        Annual Report on Form 20-F 2001

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   FORM 20-F

(Mark One)
|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                                       or
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                  For the fiscal year ended December 31, 2001
                                       or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                     For the transition period from     to
                      Commission file number: 333-74483-02

                              Willis Group Limited
             (Exact name of Registrant as specified in its charter)

                               England and Wales
                (Jurisdiction of incorporation or organization)

                      Ten Trinity Square, London EC3P 3AX
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the
Act.

<TABLE>
<CAPTION>
<S>                                                         <C>
  Title of each                                             Name of each exchange
      class                                                  on which registered
       None                                                          None
</TABLE>

---------------

Securities registered or to be registered pursuant to Section 12(g) of the
Act.

                                      None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                     9% Senior Subordinated Notes due 2009

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

           Ordinary Shares of par value 12.5p per share  479,323,172

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes   x          No
    -----          -----
Indicate by check mark which financial statement item the Registrant has
elected to follow.

Item 17          Item 18    x
         -----            -----


                                       1

<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                               Page
<S>          <C>                                                               <C>
             Certain Definitions                                                  3
             Currency Translation                                                 3
             Forward Looking Statements                                           3
                                       PART I
Item 1       Identity of Directors, Senior Management and Advisers                4
Item 2       Offer Statistics and Expected Timetable                              4
Item 3       Key Information                                                      4
               Selected Financial Data                                            4
               Risk Factors                                                       7
Item 4       Information on the Company                                          11
               History and Development of the Company                            11
               Business Overview                                                 11
               Organizational Structure                                          20
               Property, Plants and Equipment                                    20
Item 5       Operating and Financial Review and Prospects                        21
               Operating Results                                                 23
               Liquidity and Capital Resources                                   26
Item 6       Directors, Senior Management and Employees                          28
               Directors and Senior Management                                   28
               Compensation                                                      30
               Board Practices                                                   34
               Employees                                                         35
               Share Ownership                                                   35
Item 7       Major Shareholders and Related Party Transactions                   36
               Major Shareholders                                                36
               Related Party Transactions                                        36
Item 8       Financial Information                                               37
               Consolidated Statements and Other Financial Information           37
               Significant Changes                                               41
Item 9       The Offer and Listing                                               41
               Markets                                                           41
Item 10      Additional Information                                              42
               Memorandum and Articles of Association                            42
               Material Contracts                                                44
               Exchange Controls                                                 44
               Taxation                                                          44
               Documents on Display                                              44
Item 11      Quantitative and Qualitative Disclosures about Market Risk          45
Item 12      Description of Securities Other Than Equity Securities              48
                                      PART II
Item 13      Defaults, Dividend Arrearages and Delinquencies                     49
Item 14      Material Modifications to the Rights of Security Holders and
             Use of Proceeds                                                     49
                                      PART III
Item 17      Financial Statements                                                49
Item 18      Financial Statements                                                49
Item 19      Exhibits                                                            49
</TABLE>



                                       2

<PAGE>
Certain Definitions

  The following definitions apply throughout this annual report unless the
context requires otherwise:

"Company"                      Willis Group Limited.

"Group"                        The Company and its subsidiaries.

"Guarantors"                   The Company and Willis Partners, each being a
                               Guarantor of the $550 million 9% Senior
                               Subordinated Notes due 2009.

"KKR"                          Kohlberg Kravis Roberts & Co. L.P.

"Notes"                        $550 million 9% Senior Subordinated Notes due
                               2009 issued by Willis North America Inc. and
                               guaranteed by the Company and Willis Partners.

"Ordinary Shares"              The issued fully paid Ordinary Shares of par
                               value 12.5p per share in the Company.

"Shares"                       The common shares of Willis Group Holdings
                               Limited, par value $0.000115 per share.

"Trinity"                      Trinity Acquisition Limited, an entity formed by
                               KKR for the purposes of acquiring the Company in
                               1998 in a going private transaction.

"Willis Holdings"              Willis Group Holdings Limited

Currency Translation

  The Company presents its financial statements expressed in pounds sterling.
In this annual report references to "US dollars", "US$" or "$" are to United
States ("US") currency and references to "pounds sterling", "sterling" or
"(L)" and "pence" or "p" are to the lawful currency of the United Kingdom of
Great Britain and Northern Ireland.

  Unless otherwise indicated, in this annual report, translations of pounds
sterling to US dollars have been made at the rate of $1.45 = (L)1, the noon
buying rate in the City of New York for cable transfers in pounds sterling as
announced for customs purposes by the Federal Reserve Bank of New York (the
"Noon Buying Rate") on December 31, 2001. These translations should not be
construed as representations that the pound sterling amounts actually
represent such US dollar amounts or could be converted into US dollars at the
rate indicated or at any other rate. For additional information on exchange
rates between the pound sterling and the US dollar, see Item 3 "Key
Information - Selected Financial Data".

Forward Looking Statements

  We have included in this document forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that state our
intentions, beliefs, expectations or predictions for the future. These forward
looking statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical results or those
anticipated, depending on a variety of factors such as general economic
conditions in different countries around the world, fluctuations in global
equity and fixed income markets, changes in premium rates, the competitive
environment and the actual cost of resolution of contingent liabilities.
Further information concerning the Group and its business, including factors
that potentially could materially affect the Group's financial results are
disclosed under Item 3 "Key Information - Risk Factors".


                                       3

<PAGE>
                                     PART I


Item 1 - Identity of Directors, Senior Management and Advisers

  Not applicable.

Item 2 - Offer Statistics and Expected Timetable

  Not applicable.

Item 3 - Key Information

Selected Financial Data

  The selected consolidated financial data presented below at December 31,
2001 and 2000 and for each of the three years ended December 31, 2001, have
been derived from, and should be read in conjunction with, the audited
consolidated financial statements of the Group and the notes thereto that are
included elsewhere in this annual report. The selected consolidated financial
data presented below at December 31, 1999, 1998 and 1997 and for the years
ended December 31, 1998 and 1997 have been derived from the audited
consolidated financial statements of the Group and the notes thereto that are
not included in this annual report.

  The Group prepares its consolidated financial statements in accordance with
UK GAAP ("accounting principles generally accepted in the United Kingdom"),
which differ in certain respects from US GAAP ("United States generally
accepted accounting principles"). Reconciliations of net income and
shareholders' equity reflecting the significant differences between UK GAAP
and US GAAP applicable to the Group are set forth in Note 31 of Notes to the
Financial Statements. Under UK GAAP, the acquisition of the Company by Trinity
has no impact on the historical amounts reported subsequently by the Company
and, accordingly, combined amounts for the year ended December 31, 1998 are
presented. Under US GAAP, the purchase of the Company by Trinity established a
new basis of accounting for the purchased assets and liabilities from
September 2, 1998. Accordingly, under US GAAP, it is not appropriate to
present combined amounts for the year ended December 31, 1998.


                                       4

<PAGE>
Consolidated Income Statement Data

<TABLE>
<CAPTION>
                                                                              Year ended December 31,
                                                           -------------------------------------------------    ---------
                                                                2001         2001         2000          1999         1998
                                                               $ (a)          (L)          (L)           (L)          (L)
------------------------------------------------------     ---------    ---------    ---------     ---------    ---------
                                                                 (in millions, except per Ordinary Share amounts)
<S>                                                       <C>          <C>          <C>           <C>          <C>
Amounts in accordance with UK GAAP:
Operating revenues                                           1,433.2        988.4        861.0         766.4        718.2
                                                           =========    =========    =========     =========    =========
Operating income before exceptional items                      322.3        222.3        129.9          51.6         82.8
Exceptional items (b)                                            ---          ---          ---         (54.6)       (40.8)
                                                           ---------    ---------    ---------     ---------    ---------
Operating income/(loss)                                        322.3        222.3        129.9          (3.0)        42.0
(Loss)/gain on disposal/closure of operations                   (5.9)        (4.1)        (5.1)          1.5        (29.3)
Share of profit/(loss) of associates                            10.4          7.2          4.6           6.6          6.3
Net interest income/(expense)                                    1.9          1.3          0.3           2.6         (3.2)
                                                           ---------    ---------    ---------     ---------    ---------
Income/(loss) before taxation                                  328.7        226.7        129.7           7.7         15.8
Taxation                                                      (114.4)       (78.9)       (36.8)        (11.1)       (54.4)
Equity minority interest                                        (7.2)        (5.0)        (1.5)         (3.0)        (2.7)
                                                           ---------    ---------    ---------     ---------    ---------
Net income/(loss)                                              207.1        142.8         91.4          (6.4)       (41.3)
                                                           =========    =========    =========     =========    =========
Per Ordinary Share (basic and diluted):
Net income/(loss)                                              $0.43         29.8p        19.2p         (1.4)p       (9.7)p
                                                           =========    =========    =========     =========    =========
Average number of Ordinary Shares (basic and diluted)
outstanding                                                    479.3        479.3        476.5         470.8        425.4
                                                           =========    =========    =========     =========    =========
Amounts in accordance with US GAAP:
Operating revenues                                           1,433.2        988.4        861.0         766.4
                                                           ---------    ---------    ---------     ---------
Operating income/(loss)                                        159.9        110.3        102.2          (9.7)
Net interest income/(expense)                                    1.9          1.3          0.3           2.6
                                                           ---------    ---------    ---------     ---------
Income/(loss) before tax                                       161.8        111.6        102.5          (7.1)
Income tax expense                                             (98.6)       (68.0)       (35.4)        (12.2)
Equity in net earnings/(losses) of associates                    4.1          2.8          2.2           4.7
Minority interest                                               (7.3)        (5.0)        (1.5)         (3.0)
                                                           ---------    ---------    ---------     ---------
Net income/(loss)                                               60.0         41.4         67.8         (17.6)
                                                           =========    =========    =========     =========
Per Ordinary Share (basic and diluted):
Net earnings/(loss)                                            $0.13          8.6p        14.2p         (3.7)p
======================================================     =========    =========    =========     =========

<CAPTION>
                                                         September 2    January 1      Year
                                                                  to           to      ended
                                                        December 31, September 1, December 31,
                                                           ---------    ---------    ---------
                                                                1998         1998         1997
                                                                 (L)          (L)          (L)
------------------------------------------------------     ---------    ---------    ---------
                                                           (in millions, except per Ordinary
                                                                     Share amounts)
<S>                                                       <C>          <C>          <C>
Amounts in accordance with UK GAAP:
Operating revenues                                             249.4        468.8        694.0
                                                           =========    =========    =========
Operating income before exceptional items                       26.0         56.8         92.1
Exceptional items (b)                                           (5.0)       (35.8)         ---
                                                           ---------    ---------    ---------
Operating income/(loss)                                         21.0         21.0         92.1
(Loss)/gain on disposal/closure of operations                   (1.3)       (28.0)         2.2
Share of profit/(loss) of associates                            (1.4)         7.7          1.9
Net interest income/(expense)                                   (1.2)        (2.0)        (0.7)
                                                           ---------    ---------    ---------
Income/(loss) before taxation                                   17.1         (1.3)        95.5
Taxation                                                       (40.9)       (13.5)       (38.1)
Equity minority interest                                        (1.9)        (0.8)        (0.5)
                                                           ---------    ---------    ---------
Net income/(loss)                                              (25.7)       (15.6)        56.9
                                                           =========    =========    =========
Per Ordinary Share (basic and diluted):
Net income/(loss)                                               (6.0)p       (3.7)p      13.6p
                                                           =========    =========    =========
Average number of Ordinary Shares (basic and diluted)
outstanding                                                    427.1        424.6        421.5
                                                           =========    =========    =========
Amounts in accordance with US GAAP:
Operating revenues                                             249.4        468.8        694.0
                                                           ---------    ---------    ---------
Operating income/(loss)                                          7.8        (10.8)        69.3
Net interest income/(expense)                                   (1.2)        (2.0)        (0.7)
                                                           ---------    ---------    ---------
Income/(loss) before tax                                         6.6        (12.8)        68.6
Income tax expense                                             (37.6)       (13.0)       (33.5)
Equity in net earnings/(losses) of associates                   (3.0)         7.6          1.6
Minority interest                                               (1.9)        (0.8)        (0.5)
                                                           ---------    ---------    ---------
Net income/(loss)                                              (35.9)       (19.0)        36.2
                                                           =========    =========    =========
Per Ordinary Share:
Net earnings/(loss)                                             (8.4)p       (4.5)p        8.7p
======================================================     =========    =========    =========
</TABLE>



                                       5

<PAGE>
Consolidated Balance Sheet Data

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                  ---------------------------------------------------------------------------------
                                                        2001          2001           2000          1999          1998          1997
                                                       $ (a)           (L)            (L)           (L)           (L)           (L)
----------------------------------------------    ----------    ----------     ----------    ----------    ----------    ----------
                                                                             (in millions)
<S>                                                <C>            <C>            <C>           <C>           <C>           <C>
Amounts in accordance with UK GAAP:
Total assets                                         9,494.2       6,547.7        5,465.2       4,722.5       4,589.0       3,304.3
Total long-term debt                                   784.5         541.0          634.3         604.7         276.4          34.0
Net assets                                             316.2         218.1           98.2         112.9          97.1         129.8
Share capital and share premium                        266.7         183.9          183.9         177.5          82.1          74.3
Total shareholders' equity                             300.7         207.4           85.4         101.8          89.0         124.6
Amounts in accordance with US GAAP:
Total assets                                        10,808.3       7,454.0        6,327.1       5,540.7(c)    5,369.9       3,763.4
Total long-term debt                                   787.2         542.9          638.3         609.6         276.4          34.0
Net assets                                           1,576.2       1,087.0          930.6         903.2         883.5         589.0
Share capital and share premium                        266.7         183.9          183.9         177.5          82.1          74.3
Total shareholders' equity                           1,560.6       1,076.3          917.8         892.1(c)      875.4         583.6
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
</TABLE>


(a) US dollar amounts have been translated at the Noon Buying Rate on December
    31, 2001 of $1.45 = (L)1.00, solely for convenience.

(b) Exceptional items charged against operating income in 1999 consisted of
    additional provisions of (L)40.0 million for the pensions review,
    restructuring charges of (L)10.5 million and financing costs of (L)4.1
    million (see Note 4 of Notes to the Financial Statements) and in 1998
    consisted of additional provisions for the pensions review of (L)25.0
    million and costs of (L)15.8 million written off in connection with the
    acquisition of the Company by Trinity.

Exchange Rates

  The following table shows certain information concerning the Noon Buying
Rate for pounds sterling, expressed in US dollars per (L)1.00. The exchange
rate on March 26, 2002 was (L)1 = US$1.43.

<TABLE>
<CAPTION>
                                        Month's Highest           Month's Lowest
Month                                     Exchange Rate            Exchange Rate
------------------------------    ---------------------    ---------------------
<S>                               <C>                      <C>
February 2002                                     $1.43                    $1.41
January 2002                                      $1.45                    $1.41
December 2001                                     $1.46                    $1.42
November 2001                                     $1.47                    $1.41
October 2001                                      $1.48                    $1.42
September 2001                                    $1.47                    $1.44
==============================    =====================    =====================
</TABLE>


<TABLE>
<CAPTION>
Calendar year                               At year end              Average (i)
------------------------------    ---------------------    ---------------------
<S>                               <C>                      <C>
1997                                              $1.64                    $1.64
1998                                              $1.66                    $1.66
1999                                              $1.62                    $1.61
2000                                              $1.50                    $1.52
2001                                              $1.45                    $1.44
==============================    =====================    =====================
</TABLE>


(i) The average of the Noon Buying Rates at the last business day of each month
    during the calendar year.

  A significant portion of the Group's assets and liabilities, revenues and
expenses are denominated in currencies other than pounds sterling, principally
US dollars. For a discussion of the impact of exchange rate movements, see
Item 11 "Quantitative and Qualitative Disclosures about Market Risk --
Financial Risk Management".


                                       6

<PAGE>
Risk Factors

  This section describes the material risks affecting the Group's business.
These risks could materially affect the Group's business, its revenues,
operating income, net income, net assets and liquidity and capital resources
and accordingly should be read in conjunction with any forward looking
statements in this Annual Report on Form 20-F.

Premiums and Commissions - We do not control the premiums on which our
commissions are based, and volatility or declines in premiums may seriously
undermine our profitability.

  We derive most of our revenues from commissions and fees for brokerage and
consulting services. We do not determine insurance premiums on which
commissions are generally based. Historically, although commercial property
and casualty pricing has been improving over the last year, premiums have been
cyclical in nature and have varied widely based on market conditions. From the
late 1980s through late 2000, insurance premium rates have generally been
declining as a result of a number of factors, including the expanded
underwriting capacity of insurance carriers; consolidation of both insurance
intermediaries and insurance carriers; and increased competition among
insurance carriers.

  In addition, as traditional risk-bearing insurance carriers continue to
outsource the production of premium revenue to non-affiliated agents or
brokers such as ourselves, those insurance carriers may seek to reduce further
their expenses by reducing the commission rates payable to those insurance
agents or brokers. The reduction of these commission rates, along with general
volatility and/or declines in premiums, may significantly undermine our
profitability.

Claims, Lawsuits and Proceedings - Our business, results of operations,
financial condition or liquidity may be materially adversely affected by
errors and omissions and the outcome of certain actual and potential claims,
lawsuits and proceedings.

  We are subject to various actual and potential claims, lawsuits and
proceedings relating principally to alleged errors and omissions in connection
with the placement of insurance and reinsurance in the ordinary course of
business. Because we often assist our clients with matters, including the
placement of insurance coverage and the handling of related claims, involving
substantial amounts of money and errors and omissions claims against us may in
turn allege our potential liability for all or part of the amounts in
question, claimants can seek large damage awards and these claims can involve
potentially significant defence costs. Such claims, lawsuits and proceedings
could, for example, include allegations of damages for our employees or sub-
agents failing, whether negligently or intentionally, to place coverage or
notify claims on behalf of clients, to provide insurance carriers with
complete and accurate information relating to the risks being insured or to
appropriately apply funds that we hold for our clients on a fiduciary basis.
We have established provisions against these items which are believed to be
adequate in the light of current information and legal advice, and we adjust
such provisions from time to time according to developments.

  While most of the errors and omissions claims made against us have, subject
to our self-insured deductibles, been covered by our professional indemnity
insurance, our business results of operations, financial condition or
liquidity may be adversely affected if in the future our insurance coverage
proves to be inadequate or unavailable or there is an increase in liabilities
for which we self-insure. In addition, claims, lawsuits and proceedings may
harm our reputation or divert management resources away from operating our
business.

  The principal actual or potential claims, lawsuits and proceedings to which
we are currently subject are (i) claims relating to services provided by one
of our UK subsidiaries to another subsidiary that was engaged in insurance
underwriting prior to 1991 as well as certain third party insurance companies;
(ii) certain liabilities relating to the selling of personal pension plans to
individuals in the United Kingdom

                                       7

<PAGE>
from 1988 to 1994; (iii) potential claims which could be asserted with respect
to our placement of property and casualty insurance for a number of entities
which were directly impacted by the September 11, 2001 destruction of New
York's World Trade Center complex; (iv) potential claims arising out of
various legal proceedings between reinsurers, reinsureds and their reinsurance
brokers relating to reinsurance placements for the years 1993 to 1998; and (v)
claims relating to activities by a US subsidiary of ours prior to 1984 for
certain insurance issuing companies.

  See Item 8 "Financial Information - Legal Proceedings" for a detailed
description of these risks.

Regulation - We are subject to insurance industry regulation worldwide. If we
fail to comply with regulatory requirements, we may not be able to conduct our
business.

  Many of our activities are subject to regulatory supervision in the various
countries and jurisdictions in which they are based or undertaken. We have in
the past failed to comply with some of these regulations and future failures
to comply by us or our employees may occur. While past failures have resulted,
or are likely to result in insignificant fines, any failures reported in the
future could lead to disciplinary action, including requiring clients to be
compensated for loss, the imposition of fines and the possible revocation of
our authorization to operate as well as reputational damage. In addition,
changes in legislation or regulations and actions by regulators, including
changes in administration and enforcement policies, could from time to time
require operational improvements or modifications at various locations which
could result in higher costs or hinder our ability to operate our business.

  See Item 4 "Information on the Company - Business Overview - Regulation".

Debt and Debt Service Requirements - Our significant debt and debt service
requirements could limit our ability to grow and remain competitive.

  As of December 31, 2001, we had total long-term indebtedness of $787 million
((L)541.0 million), shareholders' equity of (L)207.4 million and a debt to
equity ratio of 2.6 to 1 on a UK GAAP basis and 0.5 to 1 on a US GAAP basis.
Our interest expense for the year 2001 was (L)56.9 million. Our business may
not generate cash flow in an amount sufficient to enable us to service our
debt or to fund our liquidity needs. Our significant indebtedness and debt
service requirements could also limit our ability to fund planned capital
expenditures, take advantage of attractive potential acquisitions and
investments and otherwise successfully operate our business, including
implementing our expansion strategy. Our ability to make payments on or to
refinance our indebtedness, to fund planned capital expenditures, make
acquisitions and investments and otherwise pursue our expansion strategy will
depend on our future performance.

  Our acquisition strategy may also require us to seek additional financing.
If we are unable to obtain sufficient financing on satisfactory terms and
conditions, we may not be able to maintain or increase our market share or
expand our business. Our ability to obtain additional financing will depend
upon a number of factors, including general economic, financial, competitive,
regulatory and other considerations which may be beyond our control.

  The Group may borrow more money for working capital, capital expenditures or
other purposes. If debt is added to our current debt levels, the related risks
that we now face could intensify.

Put and Call Arrangements - We have entered into significant put and call
arrangements which may require us to pay substantial amounts to purchase
shares in one of our associates. Those payments would reduce our cash flow and
the funds available to grow our business.

  In connection with many of our investments in our associates, we retain
rights to increase our ownership percentages of these associates over time
and, in some cases, the existing owners also have a

                                       8

<PAGE>
right to put their shares to us. The put arrangement in place for shares of
our associate, Gras Savoye, may require us to pay substantial amounts to
purchase those shares, which may cause a significant decrease in our liquidity
and the funds available to grow our business.

  See Item 5 "Operating and Financial Review and Prospects - Liquidity and
Capital Resources".

  The rights under the put arrangement may be exercised between 2001 and 2011,
and if fully exercised, we would be required to buy shares of Gras Savoye,
other than those held by its management, possibly increasing our ownership
interest by 57% from 33% to 90%. Management shareholders of Gras Savoye,
representing approximately 10% of the outstanding shares, do not have general
put rights between 2001 and 2011, but have certain put rights on their death,
disability or retirement. We expect that payments in connection with
management put rights will not exceed (L)16.5 million if those rights are
fully exercised.

  From 2001 to 2005, the incremental 57% of Gras Savoye may be put to us at a
price equal to the greater of approximately 800 million French francs ((L)74.8
million at December 31, 2001 exchange rates) for the full 57% or a price
determined by a contractual formula based on earnings and revenue. After 2005,
the put price is determined solely by the formula. The shareholders may put
their shares individually at any time during the put period. The amounts we
may have to pay in connection with the put arrangement may significantly
exceed these estimates.

Competition - Competition in our industry is intense, and if we are unable to
compete effectively, we may lose market share and our business may be
materially adversely affected.

  We face competition in all fields in which we operate, based on global
capability, product breadth, innovation, quality of service and price. We
compete with Marsh & McLennan and Aon, the two other providers of global risk
management services, as well as with numerous specialist, regional and local
firms. If we are unable to compete effectively against these competitors, we
will suffer lower revenue, reduced operating margins and loss of market share.

  Competition for business is intense in all our business lines and in every
insurance market, and the other two providers of global risk management
services have substantially greater market share than we do. Competition on
premium rates has also exacerbated the pressures caused by a continuing
reduction in demand in some classes of business. For example, insureds have
been retaining a greater proportion of their risk portfolios than previously.
Industrial and commercial companies have been increasingly relying upon their
own subsidiary insurance companies, known as captive insurance companies,
self-insurance pools, risk retention groups, mutual insurance companies and
other mechanisms for funding their risks, rather than buying insurance.
Additional competitive pressures arise from the entry of new market
participants, such as banks, accounting firms and insurance carriers
themselves, offering risk management or transfer services.

  See Item 4 "Information on the Company - Business Overview - Competition".

Dependence on Key Personnel - The loss of any member of our senior management,
particularly our Chairman and Chief Executive Officer, or a significant number
of our brokers could negatively affect our financial plans, marketing and
other objectives.

  The loss of or failure to attract key personnel could significantly impede
our financial plans, growth, marketing and other objectives. Our success
depends to a substantial extent not only on the ability and experience of our
senior management, particularly our Chairman and Chief Executive Officer,
Joseph Plumeri, but also on the individual brokers and teams that service our
clients and maintain client relationships. The insurance brokerage industry
has in the past experienced intense competition for the services of leading
individual brokers and brokerage teams, and we have lost key individuals and
teams

                                       9

<PAGE>
to competitors in the past. We believe that our future success will depend in
large part on our ability to attract and retain additional highly skilled and
qualified personnel and to expand, train and manage our employee base. We may
not be successful in doing so, because the competition for qualified personnel
in our industry is intense. Although we have employment agreements with our
key employees, we do not generally purchase key man life insurance on our
employees.

International Operations - Our significant non-UK operations, particularly
those in the United States, expose us to exchange rate fluctuations and
various risks that could impact our business.

  A significant portion of our operations is conducted outside the United
States and the United Kingdom. Accordingly, we are subject to legal, economic
and market risks associated with operating in foreign countries, including
devaluations and fluctuations in currency exchange rates; imposition of
limitations on conversion of foreign currencies into pounds sterling or US
dollars or remittance of dividends and other payments by foreign subsidiaries;
hyperinflation in certain foreign countries; imposition or increase of
investment and other restrictions by foreign governments; and the requirement
of complying with a wide variety of foreign laws.

  We report our operating results and financial condition in pounds sterling.
Our US operations earn revenue and incur expenses primarily in US dollars. In
the United Kingdom, however, we earn revenue in a number of different
currencies, but expenses are almost entirely incurred in pounds sterling.
Outside the United States and the United Kingdom, we predominantly generate
revenue and expenses in the local currency. The table below details the
breakdown of revenues and expenses by currency in 2001.
<TABLE>
<CAPTION>
                                                                                       Pounds                         Other
                                                                                     Sterling     US Dollars     Currencies
                                                                                  -----------    -----------    -----------
        <S>                                                                      <C>            <C>            <C>
        Revenues                                                                           16%            62%           22%
        Expenses                                                                           38%            45%           17%
</TABLE>


  Because of devaluations and fluctuations in currency exchange rates or the
imposition of limitations on conversion of foreign currencies into pounds
sterling, we are subject to currency translation exposure on the profits of
our operations, in addition to economic exposure. Furthermore, the mismatch
between sterling revenues and expenses creates an exchange exposure. As the
pound sterling strengthens, the US dollars required to be translated into
pounds sterling to cover the net sterling expenses increase, which then causes
our results to be negatively impacted. This risk could have a material adverse
effect on our business, financial condition, cash flow and results of
operations in the future.

  Our policy is to convert into pounds sterling all revenues arising in
currencies other than US dollars together with sufficient US dollar revenues
to fund the remaining pounds sterling expenses. Outside the United Kingdom,
only those cash flows necessary to fund mismatches between revenues and
expenses are converted into local currency; amounts remitted to the United
Kingdom are generally converted into pounds sterling. These transactional
currency exposures are generally managed by entering into forward exchange
contracts. It is our policy to hedge at least 25% of the next 12 months'
exposure in significant currencies. We generally do not hedge exposures beyond
three years.

Controlling Shareholder - Because we are controlled by KKR 1996 Overseas,
Limited, other shareholders have a reduced ability to influence our business.

  KKR 1996 Overseas, Limited, an entity controlled by KKR, beneficially owns
approximately 52.7% of the common shares of our ultimate parent, Willis
Holdings.


                                       10

<PAGE>
  Affiliates of KKR will have sufficient voting power to prevent or cause a
change in control of our Company and amend our organizational documents.

Item 4 - Information on the Company

History and Development of the Company

  The Company is the holding company of a group which is the third largest
insurance broker in the world. We trace our history to 1828 and we are a
leading insurance broker in the United Kingdom, the United States and,
directly and through our associates, many other countries.

    The Company is headquartered in London and the registered address and
    contact details are:
    Willis Group Limited,
    Ten Trinity Square,
    London EC3P 3AX.
    Tel: +44 (0)20 7488 8111.

  The Company is incorporated in Great Britain and registered in, and operates
under, the laws of England and Wales.

  Our ultimate parent, Willis Holdings, was incorporated in Bermuda on
February 8, 2001 as an exempted company under the Companies Act 1981 of
Bermuda, as amended, for the sole purpose of redomiciling our ultimate parent
company at that time, TA I Limited ("TA I"), from the United Kingdom to
Bermuda. On incorporation, Willis Holdings was wholly-owned by Profit Sharing
(Overseas), Limited Partnership, an affiliate of KKR and one of the existing
shareholders of TA I.

Business Overview

General

  We provide a broad range of value-added risk management consulting, employee
benefits and insurance brokerage services to approximately 50,000 clients
worldwide. We have significant market positions in the United States, the
United Kingdom and, directly and through our associates, many other countries.
We are one of three recognized leaders in providing specialized risk
management advisory and other services on a global basis to clients in various
industries, with particular expertise in the construction, aerospace, marine
and energy industries. 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, many of which are highly
complex; helping clients determine the best means of managing their risks; and
negotiating and placing insurance risks with insurance carriers through our
global distribution network.

  We assist clients in the assessment of their risks, advise on the best ways
of transferring suitable risk to the global insurance and reinsurance markets,
and then execute the transactions at the most appropriate available price for
our client. Our global distribution network enables us to place the risk in
the most appropriate insurance or reinsurance market worldwide. We also offer
clients a broad range of services to help them to identify and control their
risks. These services range from strategic risk consulting (including
providing actuarial analyses) to a variety of due diligence services to the
provision of practical on-site risk control services (such as health and
safety or property loss control consulting). We also assist clients in
planning how to manage incidents or crises when they occur. These services
include contingency planning, security audits and product tampering plans. We
do not underwrite insurance risks for our own account.

  We and our associates serve a diverse base of clients located in
approximately 180 countries. Those clients include major multinational and
middle-market companies in a variety of industries, as well as public
institutions. Many of our client relationships span decades. With
approximately 13,000

                                       11

<PAGE>
employees around the world and a network of over 300 offices in some 80
countries, in each case including our associates, we believe we are one of
only three insurance brokers in the world possessing the global operating
presence, broad product expertise and extensive distribution network necessary
to meet effectively the global risk management needs of many of our clients.
For the twelve months ended December 31, 2001, our revenues were (L)988.4
million.

Business Strategy

  Our strategic objectives are to continue to grow revenues, cash flow and
earnings and to enhance our position as the third largest global provider of
risk management services. We will build on our areas of strength and eliminate
areas in which we do not see the opportunities for strong profitable growth.
The key elements of this strategy are to:

  Capitalize on Strong Global Franchise. As one of only three insurance
brokers providing risk management services on a global basis, we believe we
are well positioned to take advantage of the increased demand for global risk
management expertise. We intend to capitalize on our strong global franchise
by cross-selling both existing and new products and services to our existing
clients; targeting new clients in need of our global reach and specialized
expertise and knowledge and building in particular areas of strength such as
aerospace, marine, construction, reinsurance, financial risks and employee
benefits; and continuing to make strategic acquisitions and investments to
further strengthen our global platform.

  We also seek to work more closely with selected insurance carriers to
develop new products and services for our clients. While these initiatives
continue to be developed and implemented, we have begun to see improvements.

  Emphasize Value-Added Services. We seek to offer value-added, fee-based risk
management services, such as risk management consulting advice, including
captive insurance company management, loss control techniques and self-
insurance consulting, employee benefits consulting, claims administration and
alternative risk transfer methods to complement our existing insurance
brokerage business. These fee-based services have increased as a percentage of
our total revenues and, unlike typical insurance brokerage commissions, are
not directly tied to insurance premium rates. For 2001, we estimate that the
percentage of our total revenues from fees, including from insurance
placements and consulting and other services, is approximately 30%. We believe
that by emphasizing these value-added risk management consulting services we
can increase the quality and scope of services we offer to our clients
worldwide; reduce our exposure to declines in insurance premium rates; and
continue to enhance revenue growth and operating profit margins despite
historical trends toward decreasing insurance premiums and brokerage
commissions.

  Focus on Expanding and Cross-Selling Our Employee Benefits Capabilities. We
intend to grow our employee benefits capabilities and revenues. Together with
our associates, we currently have a global annual employee benefits revenue of
over (L)96 million of which nearly three-quarters is in North America where we
are a prominent provider of solutions for middle market clients. More than 5.6
million of our clients' employees are covered by plans we have sold. We have
established a strong presence in North America and selected European countries
and an emerging position in Latin America.

  The market for employee benefits is rapidly growing for a number of reasons.
First, the increasing proportion of older people in most mature economies is
leading governments to turn from state benefits to the private sector for
benefits and pensions. Second, the companies for similar reasons are seeking
to shift the burden of their employees' benefits from their own balance sheets
to external providers. Third, the cost of welfare is increasing in most
countries.


                                       12

<PAGE>
  We are establishing a coordinated global strategy for employee benefits to
cross-sell employee benefits offerings to our existing insurance brokerage
clients; and develop other products and services, such as payroll, asset
management and other employee related services and sell these to our existing,
extensive client base.

  Increase Operating Efficiencies. In addition to our revenue growth and
improved client service initiatives, we are implementing a number of cost
reduction measures designed to streamline work processes to increase
efficiency while improving client service. Thus far, these initiatives have
reduced our workforce by over 1,400 employees since 1995, or more than 13%. We
changed in 1998 the reporting structure of the organization and reorganized
all our major operations. Other on-going initiatives include intensifying
efforts to develop existing and new accounts; increasing cross-selling of both
existing and new products and services to our existing clients; increasing the
proportion of insurance transactions handled electronically; reducing real
estate, travel, entertainment and other operating expenses; further
streamlining back-office functions and consolidating offices; and reducing
purchasing costs by implementing vendor programs.

  Additionally, we are increasingly selective in the number of insurance
carriers with which we do business in order to create direct economic benefits
for clients, carriers and us. We are streamlining administrative processes and
working closely with certain insurance carriers to generate new product and
service ideas. We believe that there are further benefits to come from our
cost reduction and efficiency measures and that there is scope for further
improvement in margins.

  Implement Global Best Practices and Create a Single Company Culture. Our
management team, led by Mr. Plumeri, believes we can be better positioned for
continued profitable expansion through the implementation of global best
practices and the creation of a single company culture. The key elements of
this strategy is a group wide approach to training, risk analysis, product
design, selling, information technology management, procurement and real
estate, which will improve delivery quality while reducing duplication and
cost; increased employee stock ownership, thus further aligning the goals of
staff and shareholders; improved communications from top management to staff
at all levels; and investment in key areas will generally be funded by the
elimination of unnecessary expenditure.

  Pursue Strategic Acquisitions and Investments. We intend to strengthen our
global franchise through selective acquisitions and strategic investments. We
believe that the consolidation in the brokerage and risk management consulting
industry, coupled with the importance of a global presence, will provide us
with opportunities to acquire smaller brokers, consultants and related
businesses that have a strong regional or local market position or possess
specialized product expertise which complements our existing products. In
addition to acquiring controlling interests, we have also expanded
internationally through strategic minority investments in, and developing a
close working relationship with, other brokers. In connection with these
investments, we assume an active role in management and generally retain the
right to obtain ownership interests in excess of 50% over time. These and
future strategic investments should significantly enhance our global presence
and enable us to better leverage our global operations. We believe that we can
improve the profitability of acquired companies and strategic investments
through economies of scale.

Our Business

  Insurance is a global business, and its participants are affected by global
trends in capacity and pricing. Accordingly, we operate as a single global
business. We organize our business into three main areas:

    o   Global;

    o   North America; and

    o   International.


                                       13

<PAGE>
Global

  Our Global business provides specialist brokerage and consulting services to
clients throughout the world for the risks of specific industrial and
commercial activities. In these operations, we have extensive specialized
experience handling diverse lines of coverage, including complex insurance
programs, and acting as an intermediary between retail brokers and insurers.
We increasingly provide consulting services on risk management with the
objective of assisting clients to reduce the overall cost of risk. Our Global
business serves clients in approximately 180 countries, primarily from United
Kingdom offices, although we also serve clients from offices in the United
States, Continental Europe and Asia.

  In early 2000, we created Global Risk Solutions ("GRS") to meet the often
multinational risk management needs of Fortune 1000 and FTSE 250 companies and
their private equivalents. This major unit comprises our Risk Solutions hubs
in New York and London, as well as such specialist divisions as Global
Property and Casualty, Global Financial and Executive Risks and Structured
Financial Solutions.

  Within GRS, we design and obtain innovative property coverage solutions for
large or unusual exposures in a variety of industries, including mining and
metals, chemicals and pharmaceuticals, telecommunications, offshore energy,
refining, utilities, transport authorities and motor manufacturers. We also
handle the design, implementation and servicing of reinsurance protections for
captive insurance companies and offer comprehensive liability programs for
coverage against environmental liability, libel and slander.

  Other product lines include directors' and officers' insurance, as well as
professional indemnity insurance for corporations and professional firms. We
secure insurance coverage for crime, computer fraud and unauthorized trading
risks for financial institutions on a worldwide basis, and place specialty
directors' and officers' coverage and related products to the high-technology
industry. Such products and services are tailored to individual client needs
and range from strategic risk assessment to transactional risk transfer and
alternative risk financing solutions.

  In addition to GRS, the Global business unit includes our specialist
industry sector divisions, such as Aerospace, Marine, Construction and
Reinsurance, as well as our UK and Republic of Ireland Retail operations and
Niche Products business.

  We have particular expertise in the provision of insurance brokerage and
risk management services to clients in the aerospace industry, including
aircraft manufacturers, air cargo handlers and shippers, airport managers and
other general aviation companies. Advisory services provided by Aerospace
include claims recovery and collections, contract and leasing risk management,
safety services and markets information. Aerospace is prominent in supplying
the space industry through providing insurance and risk management services to
over 40 companies. Aerospace is also a prominent reinsurance broker of
aerospace risks. Aerospace's clients are spread throughout the world and
include 250 airlines and more than 35% of the world's leading non-American
airports by passenger movement. Other clients include those introduced from
other intermediaries as well as insurers seeking reinsurance.

  We provide marine insurance brokerage services, including hull, cargo and
general marine liabilities. Marine's clients include direct buyers, other
insurance intermediaries and insurance and reinsurance companies. Marine
insurance brokerage is our oldest line of business. Other services of Marine
include claims collection and recoveries.

  The Construction practice provides risk management advice and places
insurance coverage for a wide range of United Kingdom and international
construction activities. These range from domestic

                                       14

<PAGE>
home buildings to such major, complex projects as the construction of bridges,
dams, airports and the deactivation of the Chernobyl nuclear power plant.

  We are one of the world's largest intermediaries for reinsurance and have a
significant market share in many of the major markets. We are the largest
marine and aviation reinsurance broker servicing the Japanese insurance
sector. In the reinsurance area, we provide clients, both insurance and
reinsurance companies, with a complete range of transactional capabilities as
well as analytical and advisory services such as hazard modeling, insurance
and reinsurance, financial and balance sheet analysis and reinsurance
optimization studies. We also have a consulting unit, which markets its
capabilities in actuarial and hazard modeling, as well as knowledge of the
financial implications of catastrophe losses.

  We also provide risk management and insurance brokerage services to
industrial and individual clients through approximately 20 locations in the
United Kingdom and Ireland. These operations arrange for their home-based
clients similar risk management and insurance brokerage services provided
outside the United Kingdom and Ireland through our North America business,
overseas subsidiaries and associates.

  We have four Niche Products areas: Fine Art, Jewelry, and Specie; Special
Contingency Risks; Hughes Gibb; and Commercial Risks.

  The Fine Art, Jewelry, and Specie unit provides specialist risk management
and insurance services to fine art, diamond and jewelry businesses and
operators of armored cars. Coverage is also obtained for vault and bullion
risks. The Special Contingency Risks unit specializes in producing packages to
protect corporations, groups and individuals against special contingencies
such as kidnap and ransom, extortion, detention, political repatriation and
product contamination. The Hughes Gibb unit principally services the insurance
needs of the horse racing and horse breeding industry and also arranges the
reinsurance of horse racing and horse breeding related business for insurance
companies worldwide.

  We also provide traditional insurance brokerage services primarily to
smaller companies, which we call Commercial Risks. The principal types of risk
covered are property damage, employee liability, directors' and officers'
liability, product liability, professional liability and fiduciary liability.
From 1998, we have entered into franchise partnerships with local United
Kingdom insurance brokers to handle the insurance requirements of small
companies and individuals, utilizing specialized electronic systems linking
the franchised brokers directly to the commercial panel of insurance carriers.
These small companies and individuals represent a very large market in the
United Kingdom. Companies with revenues of under (L)14 million account for 55-
70% of premiums paid by companies and over 85% of the number of corporate
clients in the United Kingdom. Accordingly, we believe that the franchise
program provides an opportunity for growth, with some 50 franchise agreements
in place at December 31, 2001.

North America

  Our North America business provides comprehensive risk management, insurance
brokerage and related services to a wide variety of clients in the United
States and Canada. Headquartered in Nashville, Tennessee, our North America
business operates through a network of more than 100 offices located in
37 states in the United States and six offices in Canada. Certain parts of our
Global business also have operations in the United States.

  Our North America business' clients include principally middle-market and,
to a lesser extent, major multinational companies to which we provide a full
range of property and casualty products and services. In addition, we supply
specialist consulting and brokerage services, including construction; employee
benefits; healthcare; and advanced risk management services.


                                       15

<PAGE>
  The construction division specializes in providing risk management,
insurance and surety bonding services to the construction industry. This
division provides services to around a fifth of the Engineering New Record Top
400 contractors (a listing of the largest 400 North American contractors based
on revenue). The employee benefits division helps clients with the design and
implementation of benefits and compensation plans. Healthcare provides
insurance and consulting services to local healthcare professionals. Our North
America advanced risk management services division provides actuarial
consulting, captive management services and a wide range of other risk
consulting activities to large clients.

  In addition to these divisions, we provide specialist expertise to clients
and insurance underwriters through other practices operating through expert
staff located throughout the North American network. These practices include
environmental risk, financial and executive risk and marine risk. Centers of
excellence providing fast, focused and tailored services to clients in claims
and certification of insurance operate from Nashville, Tennessee and Phoenix,
Arizona.

  We also have a small wholesale unit that provides specialist advice and
market expertise in property, casualty, professional and excess and surplus
lines insurance placements in a variety of industries, including
manufacturing, hospitality, real estate/habitational, transportation,
construction, technology, entertainment and social services. The public entity
and municipal program business of Public Entities National Company (Penco),
which provides access to specialized coverage for governmental entities,
schools and other municipal and public entities, was sold in January 2001. We
will continue to focus on Penco's pooling and association program business.

  In December 2001, Willis Holdings acquired Richard N. Goldman & Co. of San
Francisco, California. This acquisition, in which the Goldman team will
combine with our San Francisco office, significantly strengthens our position
in the Northern California market.

International

  Our International unit consists of a network of subsidiaries and associates
other than those in North America, the United Kingdom and Republic of Ireland.
This operation is located in over 70 countries worldwide, including 22
countries in Europe, 14 in the Asia/Pacific region and 36 elsewhere in the
world. The services provided are focused according to the characteristics of
each market and are not identical in every office, but generally include
direct risk management and insurance brokerage, specialist and reinsurance
brokerage and employee benefits consulting.

  We believe the combined total revenues of our International subsidiaries and
associates provide an indication of the spread and capability of our
International network. In 2001, combined total revenues of our International
subsidiaries and our associates were (L)335.6 million compared to (L)285.3
million in 2000. Our consolidated total revenues for 2001 only include the
revenues of our International subsidiaries of (L)122.2 million and do not
include the revenues of our associates of (L)213.4 million.

  As part of our on-going strategy, we have significantly strengthened
International's market share and operations through a number of acquisitions
and strategic investments in recent years. The most significant of these was
the acquisition, in 1997, of a 33% interest in Gras Savoye, France's leading
insurance broker and the tenth largest broker in the world.

  During 1999 and 2000, we acquired a 40% interest in Herzfeld & Levy S.A., an
independent insurance broker in Argentina, and also established with Herzfeld
& Levy a joint reinsurance brokerage venture under the name Willis S.A. Also
in 1999, we acquired a 51% interest in an independent Mexican insurance
broker, Bourchier, Marquard, Zepeda, Agente de Seguros y de Fianzas, S.A. de
C.V. In 1999 we acquired a 51% interest in four Venezuelan companies, which
included Ronto-Aralca y Asociados, C.A. Rontarca, the largest insurance broker
in that country, and C.A. Prima Corretaje de

                                       16

<PAGE>
Seguros, the fourth largest insurance broker in Venezuela. In August 2000, we
acquired a majority holding in Sev. Dahl's Assurancekontor AS, the third
largest insurance broker in Norway. In addition we have strengthened our
management and production capabilities in Singapore and Korea, re-entered the
South African market and acquired 51% of Suma, the second largest broker in
Colombia. Those investments have improved our market position and the market
positions of our associates worldwide.

  In February 2001, we acquired 100% of Bradstock G.I.S. Pty Limited in
Australia which we merged with an existing Australian operation to provide
greater scale and depth of management. Further, in December 2001 we increased
our interest in Willis Italia, one of Italy's top three brokers, from 50.1% to
67% and in January 2002, we increased our ownership position from 45% to 67%
in Jaspers Wuppesahl, Germany's third largest insurance broker (since renamed
Willis GmbH & Co. K.G.).

  The following is a list of the major International associate investments
currently held by us and our interest as of December 31, 2001:

<TABLE>
<CAPTION>
Company                                                                     Country                                     % Ownership
 -------------------------------------------                                 -------------------------    -------------------------
<S>                                                                         <C>                          <C>
Europe
Gras Savoye & Cie                                                           France                                              33%
Gras Savoye Belgium S.A.                                                    Belgium                                             33%
Willis GmbH & Co. K.G. (formerly Jaspers Wuppesahl Industrie Assekuranz
GmbH & Co., K.G.)                                                           Germany                                             45%
Willis A/S                                                                  Denmark                                             30%
Asia/Pacific
Multi-Risk Consultants (Thailand) Limited                                   Thailand                                            25%
Willis (Malaysia) Sdn. Bhd.                                                 Malaysia                                            30%
Willis Faber Insurance Brokers (B) Sdn. Bhd.                                Brunei                                              38%
Rest of the World
Al-Futtaim Willis Faber (Private) Limited                                   Dubai                                               49%
Herzfeld & Levy S.A.                                                        Argentina                                           40%
</TABLE>


  In connection with many of our investments, we retain rights to increase our
ownership percentage over time, typically to a majority or 100% ownership
position. In addition, in certain instances our co-shareholders have a right,
typically based on some price formula of revenues or earnings, to put some or
all of their shares to us.

  See Item 5 "Operating and Financial Review and Prospects - Liquidity and
Capital Resources".


                                       17

<PAGE>
  In addition to our strategic investments in associates, we have acquired a
controlling interest in a broad geographic spread of other brokers. The
following is a list of the significant International subsidiaries in which we
have a controlling interest and our interest as of December 31, 2001:

<TABLE>
<CAPTION>
Company                                                                     Country                                     % Ownership
 ------------------------------------------------------------------------    -------------------------    -------------------------
<S>                                                                         <C>                          <C>
Europe
Mansfeld, Willis GmbH & Co. K.G.                                            Germany                                            100%
Willis AB                                                                   Sweden                                              82%
Willis OY AB                                                                Finland                                            100%
Willis Italia Holding S.p.A.                                                Italy                                               67%
Willis Iberia Correduria de Seguros y Reaseguros S.A.                       Spain                                               60%
Willis Sev. Dahl A.S.(1)                                                    Norway                                              50%
Willis Corretores de Seguros S.A.                                           Portugal                                            60%
Willis B.V.                                                                 Netherlands                                        100%
Willis CIS L.L.C.                                                           Russia                                             100%
Willis Polska S.A.                                                          Poland                                              70%
Willis s.r.o                                                                Czech Republic                                     100%
Willis Kft.                                                                 Hungary                                             80%
Willis Faber A.G.                                                           Switzerland                                        100%
Asia/Pacific
Willis China (Hong Kong) Limited                                            Hong Kong                                          100%
Willis India Private Limited                                                India                                              100%
PT Willis Corroon BancBali(2)                                               Indonesia                                           50%
Willis Korea Limited                                                        Korea                                              100%
Willis (Singapore) Pte Ltd.                                                 Singapore                                          100%
Willis (Taiwan) Limited                                                     Taiwan                                             100%
Rest of the World
Willis Faber & Dumas (Mexico) Intermediario de Reaseguro S.A. de C.V.       Mexico                                             100%
Willis Faber Corretaje de Reaseguros S.A.                                   Venezuela                                          100%
Willis Faber do Brasil Consultoria e Participacoes S.A.                     Brazil                                             100%
York Willis Corroon Corretores de Seguros S.A.                              Brazil                                             100%
Willis Faber Chile Limitada                                                 Chile                                              100%
Willis Australia Limited                                                    Australia                                          100%
Willis New Zealand Limited                                                  New Zealand                                         99%
Willis S.A.                                                                 Argentina                                           60%
Willis Correa Insurance Services Limitada                                   Chile                                               80%
BMZ-Willis Agente de Seguros y de Fianzas, S.A. de C.V.                     Mexico                                              51%
Willis South Africa (Pty) Limited                                           South Africa                                        70%
Rontarca-Prima Y Asociados, C.A.                                            Venezuela                                           51%
Suma Corredores de Seguros S.A.                                             Colombia                                            51%
</TABLE>


(1) We have a 50.1% interest in the company.

(2) We have a 50.3% interest in the company.

Customers

  Our customers operate on a global and local scale in a multitude of
businesses and industries throughout the world and generally range in size
from major multinational corporations to middle market companies. Further,
many of our client relationships span decades, for instance our relationship
with The Tokio Marine and Fire Insurance Company, Limited dates back over 100
years. In the United States, we serve approximately 10% of the Fortune 1000
companies, with an average relationship of

                                       18

<PAGE>
more than 10 years, and we also serve over 30% of the UK FTSE 100 companies.
No one client accounted for more than 2% of revenues for 2001, and our 80
largest clients accounted for less than 12% of 2001 revenues. Additionally, we
place insurance with over 4,000 insurance carriers, none of which individually
accounted for more than 8% of the total premiums we placed on behalf of our
clients in 2001.

Competition

  We face competition in all fields in which we operate. The insurance
brokerage industry, having recently gone through a period of rapid
consolidation, is led by three global participants: Marsh & McLennan
Companies, Inc., with approximately 34% of the worldwide market referred to
above; Aon Corporation, with approximately 25% of the worldwide market; and
us, with approximately 7% of the worldwide market. The industry is highly
fragmented beyond these three brokers, with the next largest broker having
approximately 3% of the worldwide market.

  Competition in the insurance brokerage and risk management businesses in
general is based on global capability, product breadth, innovation, quality of
service and price. Our global capability and product breadth is similar to
those of the two other global brokers, and thus we compete with them primarily
based on innovation, quality of service and price. In addition, we compete
with numerous specialist, regional and local firms. Insurance companies also
compete with our brokers by directly soliciting insureds without the
assistance of an independent broker or agent. Competition for premiums is
intense in all our business lines and in every insurance market. Competition
on premium rates has also exacerbated the pressures caused by a continuing
reduction in demand in some classes of business. For example, insurers are
currently retaining a greater proportion of their risk portfolios than
previously. Industrial and commercial companies are increasingly relying upon
captive insurance companies, self-insurance pools, risk retention groups,
mutual insurance companies and other mechanisms for funding their risks,
rather than buying insurance. We provide management and similar services for
those alternative risk transfer programs. Additional competitive pressures
arise from the entry of new market participants, such as banks, accounting
firms and insurance carriers themselves, offering risk management or transfer
services. Our market share has been stable in recent years. We believe that
our strategies of building on our strong global franchise, expanding on our
employee benefit capabilities, increasing our operating efficiencies and
creating a single company culture will allow us to retain and gain clients in
the competitive marketplace. We also believe that our market position will
provide us with opportunities to acquire smaller companies with strong
regional presence or specialized expertise.

Regulation

  The manner in which we conduct our business is subject to legal requirements
and governmental and quasi-governmental regulatory supervision in the various
countries in which we operate. These requirements are generally designed to
protect our clients by establishing minimum standards of conduct and practice,
particularly regarding the provision of advice and product information as well
as financial criteria.

    In the United Kingdom, our business activities are regulated by the General
Insurance Standards Council, as well as by the Financial Services Authority,
which also conducts monitoring visits to assess our compliance with their
requirements. Further, our clients have the right to file complaints with our
regulators about our services, and the regulators may conduct an investigation
or require us to conduct an investigation into these complaints. Our failure,
or that of our employees, to satisfy the regulators that we are in compliance
with their requirements or the legal requirements governing our activities,
can result in disciplinary action, fines, reputational damage and financial
harm. Lloyd's, whose regulatory responsibilities for our insurance brokerage
activities in the United Kingdom were transferred to the General Insurance
Standards Council on July 3, 2000, other than for complaints that

                                       19

<PAGE>
arose prior to that date, has disciplined and fined a number of Lloyd's
brokers and their employees for misconduct. This misconduct covered failures
to maintain procedures and records and to act in the clients' best interests,
particularly in the taking of commissions without appropriate disclosure.

  It was announced in December 2001, that the regulatory supervision of
general insurance brokerage in the United Kingdom is to be passed to the
Financial Services Authority and the General Insurance Standards Council will
cease to have any regulatory supervisory function. The expectation is that
this change will occur during late 2004.

  HM Treasury, whose regulatory functions have been delegated to the Financial
Services Authority, will continue to regulate Sovereign Marine & General
Insurance Company Limited (in Scheme of Arrangement) ("Sovereign") as an
insurance company.

  Our activities in connection with insurance brokerage services and third
party administration within the United States are subject to regulation and
supervision by state authorities. Although the scope of regulation and form of
supervision may vary from jurisdiction to jurisdiction, insurance laws in the
United States are often complex and generally grant broad discretion to
supervisory authorities in adopting regulations and supervising regulated
activities. That supervision generally includes the licensing of insurance
brokers and agents and third party administrators and the regulation of the
handling and investment of client funds held in a fiduciary capacity. Our
continuing ability to provide insurance brokerage and third party
administration in the jurisdictions in which we currently operate is dependent
upon our compliance with the rules and regulations promulgated from time to
time by the regulatory authorities in each of these jurisdictions.

  All companies carrying on similar activities in a given jurisdiction are
subject to that regulation, and we do not consider that these controls
adversely affect our competitive position.

Organizational Structure

Principal operating subsidiary undertakings

  The Company is a wholly-owned subsidiary of TA IV Limited and its ultimate
parent company is Willis Holdings. Its principal subsidiary undertakings are:

        Investment Holding
        Willis Faber Limited(a)
        Willis Europe BV (incorporated and operates in the Netherlands)
        Willis International Holdings Limited

        Insurance brokerage and risk management
        Willis Limited
        Willis North America Inc. (incorporated and operates principally in the
        United States)

Notes

(a) Held directly by the Company. All other undertakings are indirectly held.

(b) Unless stated otherwise, undertakings are incorporated in Great Britain,
    registered in England and Wales and operate principally within the United
    Kingdom.

Property, Plants and Equipment

  We own and lease a number of properties for use as offices throughout the
world and believe that our properties are generally suitable and adequate for
the purposes for which they are used. The principal properties are located in
the United Kingdom and the United States. Our headquarters at Ten Trinity
Square in London is a landmark building which we own. Our aim is to bring our
London employees together into one building to improve our efficiency and
further the development of our

                                       20

<PAGE>
sales and marketing efforts. Accordingly, we are considering various options
in London which may include the disposal of Ten Trinity Square.

Item 5 - Operating and Financial Review and Prospects

  The following discussion generally relates to the Group's historical
consolidated results of operations and financial condition and should be read
in conjunction with the consolidated financial statements included in this
annual report beginning on page F-1. These consolidated financial statements
have been prepared in accordance with UK GAAP, which differ in certain
respects from US GAAP. The principal differences between UK GAAP and US GAAP
as they relate to the Company and its subsidiaries are discussed in Note 31 of
the Financial Statements.

Overview

  The Group provides a broad range of value-added risk management consulting
and insurance brokerage services, both directly and indirectly through its
associates, to a diverse base of clients internationally. The Group provides
specialized risk management advisory and other services on a global basis to
clients in various industries, including the construction, aerospace, marine
and energy industries. In its capacity as an advisor and insurance broker, the
Group acts as an intermediary between clients and insurance carriers by
advising clients on risk management requirements, helping clients determine
the best means of managing risk and negotiating and placing insurance risk
with insurance carriers through the Group's global distribution network. The
Group also provides other value-added services.

  We generate revenue from commissions and fees on insurance placements and
fees from consulting and other services. We also earn interest on premiums
held before remittance to the insurer and on claims held before payment to the
insured.

  The majority of our revenue is commission-based and varies based upon the
premiums on the policies we place on behalf of our clients. As such, when
premium rates in the insurance market decline, as they have in certain markets
in past years, we experience pressure on our revenues and earnings, and when
pricing increases, we tend to benefit, although in both cases there are many
conflicting factors including changes in buying and selling behavior.
Beginning in late 2000, market pricing generally began to move upward for the
first time in recent years and this continued throughout 2001. Although
commissions have traditionally been the greatest sources of our revenues, fee
income, from both insurance placements and consulting and other services, has
been increasing as a percentage of our total revenues in recent years, while
commission income has been declining, largely because of an increasing
preference for fees generally and rising demand by clients for fee-generating
risk management consulting services. We expect this trend toward increasing
fee income to continue.

  The events of September 11 have had a significant impact on the market for
insurance and reinsurance. Many insurers have reduced the amount of insurance
they write, particularly in the airline, energy and large complex property
areas, and net industry capacity has been reduced, at least temporarily.
Insurers have also increased premium rates and restricted coverage terms, a
process that had commenced before September 11 but which accelerated after
that time. We believe this is due in part to concerns about the ability to
arrange for reinsurance, as well as to a more conservative view on risk,
particularly in the areas mentioned above. As a result of these changes, the
Group experienced increased difficulty and delays in placing certain risks in
the market during the fourth quarter of 2001, although most insurance renewals
scheduled to be completed during the quarter were ultimately completed on time
at similar, or higher, commissions due to increased premium rates. Results for
the fourth quarter were therefore not adversely affected. Although these
trends appear to have continued after year-end, there can be no assurance that
they will continue in the future.


                                       21

<PAGE>
  Like many insurance brokers, we earn revenue in an uneven fashion during the
year, primarily due to the timing of insurance policy renewals. As many
insurance and reinsurance policies incept and renew as of December 31 or
January 1, we generate the majority of our revenues in the first and fourth
calendar quarters. In 2001 for example, we generated 26% of our revenues in
the first quarter and 27% of our revenues in the fourth quarter. The second
and third quarters are less substantial revenue quarters, accounting for 24%
and 23% respectively, of 2001 revenues. Operating expenses, however, are
incurred on a relatively even basis throughout the year. As a result, we have
historically earned the majority of our operating income in the first and
fourth quarters, with the second and third quarters accounting for a lower
percentage of full year operating income. Operating income in 2001 as a
percentage of the full year was 29%, 21%, 17% and 33% for the first, second,
third and fourth quarters respectively.

  We conduct our business in over 100 currencies. Accordingly, movements in
foreign currency exchange rates affect our results. Our exposure to market
risk from foreign currency exchange rates is discussed below under Item 11
"Quantitative and Qualitative Disclosures about Market Risk - Financial Risk
Management".

  In recent years we have completed a number of dispositions and acquisitions
as part of our efforts to focus our operations out of non-core or non-
profitable businesses and to expand our global capabilities. In 2001, we sold
our 51% interest in Willis National, an independent financial advisor, and the
PENCO programs division of our North America wholesale operations. We acquired
Bradstock G.I.S. Pty Limited, an Australian broker. Also, at the end of 2001,
we increased our investment in Willis Italia Holdings S.p.A. from 50.1% to 67%
in exchange for the disposal of a subsidiary of that entity. On January 1,
2002 we increased our investment in our German associated company, Jaspers
Wuppesahl, to 67% having previously increased our investment in that company
to 45% in January 1999. In early 2002, we also acquired Richard N. Goldman &
Co., a broker based in San Francisco, California. During 2000 and 1999 we
acquired several businesses in Latin America, South Africa and Norway.

Critical Accounting Policies

  The Group's accounting policies are described in Note 1 to the consolidated
financial statements. Management believes that the following policies are both
the most important to the portrayal of the Group's financial condition and
results and require management's most difficult, subjective or complex
judgments.

Revenue recognition

  The Group takes credit for commissions (or fees negotiated in lieu of
commission) in respect of insurance placements at the date when the insured is
billed or at the inception date of the policy, whichever is the later. Fees
for other services are generally recognized as the services are provided. Many
clients are now negotiating a combined fee for an agreed period to cover both
risk management advisory services and the placement of insurances, for which
there may be several different renewal dates. Further, an increasing number of
policies are for periods, either longer or shorter, than the traditional one-
year policy. These trends give rise to a number of subjective and complex
judgments concerning the allocation of revenue between accounting periods.
Management believes it is applying these judgments in a consistent manner.

Provisions

  The Group has established provisions against actual and potential claims,
lawsuits and proceedings relating principally to alleged errors and omissions
in connection with the placement of insurance and reinsurance in the ordinary
course of business. Such provisions cover claims that have been reported but
not paid and also claims that have been incurred but not yet reported. These
provisions are

                                       22

<PAGE>
established based on advice received from qualified professionals, including
external legal advice, and are developed using actuarial principles and
assumptions, including historical claim payment patterns. A significant change
in historical payment patterns or increased frequency or severity of claims
for errors and omissions could have a material effect on the Group's results
of operations.

  Further, as detailed in Note 22 to the financial statements, the Group has
established provisions for the costs of the UK review of personal pension
plans sold to individuals between 1988 and 1994, for future lease rental
payments of leasehold properties surplus to operational requirements and for
discontinued operations.

  Although there remains some uncertainty as to the ultimate liability with
respect to these matters, management believes that it is unlikely that the
eventual outcome will have a material adverse effect on the Group's reported
results.

Operating Results

2001 compared with 2000

  Total revenues increased by (L)127.4 million (15%) to (L)988.4 million in
2001 from (L)861.0 million in 2000. Excluding the effects of foreign currency
exchange rate movements and the effects of acquisitions and disposals, total
revenues on an underlying basis were 12% higher in 2001 than in 2000. The
increase in revenues was primarily due to increased business from existing
clients, new business exceeding lost business, and generally higher premium
rates and volumes.

  Operating income increased by (L)92.4 million (71%) to (L)222.3 million in
2001 from (L)129.9 million in 2000. In constant currency terms, operating
income increased by 63%.

  Net income increased by (L)51.4 million (56%) to (L)142.8 million in 2001
from (L)91.4 million in 2000.

Revenues

  Revenues consist of commissions and fees, which increased by (L)125.9
million (15%) to (L)941.9 million in 2001 from (L)816.0 million in 2000, and
interest income, which increased by (L)1.5 million (3%) to (L)46.5 million in
2001 from (L)45.0 million in 2000.

  Global: Revenues generated by our Global business increased by (L)70.6
million (16%) to (L)514.5 million in 2001 from (L)443.9 million in 2000. In
constant currency terms, revenues increased by 12%. Adjusting for the effect
of the Willis National disposal in July 2001, revenues increased by 16%, with
strong new business performance being supplemented by rising premium rates.

  North America: Revenues generated by our North America business increased by
(L)31.6 million (10%) to (L)351.1 million in 2001 from (L)319.5 million in
2000. Adjusting for the effect of the disposal of the PENCO programs division
in January 2001, revenues increased by 7% in constant currency terms,
primarily attributable to increased premium rates.

  International: Revenues generated by our International business increased by
(L)25.2 million (26%) to (L)122.8 million in 2001 from (L)97.6 million in
2000. In constant currency terms, revenues increased by 26%, mainly as a
result of our acquisitions in Norway, Colombia and South Africa. Excluding the
effect on revenue of these acquisitions, International business revenues
increased by 14% in constant currency terms. Most international insurance
markets hardened in line with UK and US markets, although rates lag in some
countries.


                                       23

<PAGE>
  In the comparison above, revenues previously reported for 2000 have been
restated (Global revenue increased and North America revenue decreased) by
(L)38.2 million to reflect the Group's reporting structure effective from 1
January, 2001.

Operating Expenses

  Operating expenses increased by (L)35.0 million (5%) to (L)766.1 million in
2001 from (L)731.1million in 2000. Severance and consulting expenses incurred
primarily in connection with our improvement initiatives declined by (L)13
million in 2001 compared with 2000. On an underlying basis, excluding
acquisitions and disposals, severance and consultancy, general and
administrative expenses were 5% higher in constant currency terms than in
2000. Much of this increase related to higher incentive payments arising from
improved revenues and operating profits. Excluding these incentives and other
expenses linked to revenue growth, expenses were flat in 2001 compared with
2000 as we eliminated waste and improved productivity.

2000 compared with 1999

  Total revenues increased by (L)94.6 million (12%) to (L)861.0 million in 2000
from (L)766.4 million in 1999. In constant currency terms, total revenues
increased by 8%. Excluding the effects of foreign currency exchange rate
movements, the loss of revenues from businesses sold, and the revenues gained
from acquisitions, total revenues were 7% higher in 2000 than in 1999 due to
improved new business and firming premium rates.

  Operating income before exceptional items increased by (L)78.3 million
(152%) to (L)129.9 million in 2000 from (L)51.6 million in 1999. In constant
currency terms, operating income before exceptional items increased by 106%.
Excluding certain unusual and non-recurring items referred to below (see "--
Operating Expenses"), operating income before exceptional items was 51% higher
in 2000 than 1999 reflecting our improved revenues as well as the benefits of
effective expense controls and operations improvement initiatives.

  There were no exceptional items in 2000. In 1999, exceptional charges of
(L)54.6 million consisted of a further provision of (L)40.0 million in
connection with the pensions review, a provision of (L)10.5 million for costs
to be incurred in connection with the change program initiatives introduced in
North America in early 2000 and fees totalling (L)4.1 million incurred in
connection with the issue of the Notes.

  Net income increased by (L)97.8 million to (L)91.4 million in 2000 from a
net loss of (L)6.4 million in 1999.

Revenues

  Revenues consist of commissions and fees, which increased by (L)88.2 million
(12%) to (L)816.0 million in 2000, from (L)727.8 million in 1999 and interest
income, which increased by (L)6.4 million (17%) to (L)45.0 million from
(L)38.6 million.

  Global: Revenues generated by our Global business increased by (L)49.7
million (14%) to (L)406.3 million in 2000 from (L)356.6 million in 1999. In
constant currency terms, revenues increased by 8%, mainly from improved rates
and increased orders.

  North America: Revenues generated by our North America business increased by
(L)36.0 million (11%) to (L)357.7 million in 2000 from (L)321.7 million in
1999. In constant currency terms, revenues increased by 5%, reflecting firming
premium rates in most areas.

  International: Revenues generated by our International business increased by
(L)8.9 million (10%) to (L)97.0 million in 2000 from (L)88.1 million in 1999.
In constant currency terms, revenues increased by

                                       24

<PAGE>
15%, mainly as a result of acquisitions in Norway and Latin America. Excluding
these acquisitions, International revenues increased by 9% in constant
currency terms.

Operating Expenses

  Operating expenses before exceptional items increased by (L)16.3 million
(2%) to (L)731.1 million in 2000 from (L)714.8 million in 1999. Excluding the
effect of foreign currency exchange rate movements and the effect of
acquisitions and disposals, operating expenses were unchanged in 2000 from
1999 levels. However, unusual and non-recurring costs, mainly consulting costs
and non-recurring provisions, were (L)12.5 million lower in 2000 than 1999.
Adjusting for all these items, operating expenses grew by 1%, reflecting the
benefits from the improvement initiatives initiated in 1998 and the continuing
tight control over expenditures.

(Loss)/Gain on Disposal/Closure of Operations

  In July 2001, we completed the sale of Willis National, the UK independent
financial advisor in which we had a 51% interest. The gain on disposal
amounted to (L)12.9 million, net of a goodwill write-off of (L)2.6 million. In
December 2001, we incurred a (L)9.2 million loss on disposal, including a net
goodwill write-off of (L)8.3 million, related to the restructure of Willis
Italia Holdings S.p.A., which involved the disposal of part of that business
in exchange for an increase in our ownership from 50.1% to 67%. Also, in
January 2001, the sale of PENCO, for which provision has been made in 2000,
was completed. As required under UK GAAP, related goodwill previously
eliminated against reserves of (L)7.7 million was reinstated and written off.

Associates

  Our share of income before taxation of our associates rose by (L)2.6 million
to (L)7.2 million in 2001, mainly from increased earnings of our principal
associates, Gras Savoye in France and Jaspers Wuppesahl in Germany. In 2000,
our share of income before taxation of our associates declined by (L)2.0
million mainly as a result of lower profits from Germany and adverse foreign
exchange movements.

Interest

  Interest income of (L)58.2 million for 2001 was the same as 2000 and
compares with (L)56.8 million for 1999. Interest income arises from loans
advanced to Trinity.

  Interest expense of (L)56.9 million in 2001 decreased from (L)57.9 million
in 2000 and represents interest payable on long-term debt consisting of the
senior credit facilities and the Notes issued in connection with the
acquisition of the Group by Trinity in September 1998.

Taxation

  The tax charge for 2001 amounted to (L)78.9 million, giving an effective tax
rate of 35% compared with an effective rate of 28% in 2000. The tax charge for
2000 benefited from the recognition of tax relief on provisions established in
prior years.

Differences between UK GAAP and US GAAP

  Net income for 2001 of (L)142.8 million and for 2000 of (L)91.4 million,
under UK GAAP, compare with net income of (L)41.4 million and (L)67.8 million,
respectively, under US GAAP.

  The differences arise principally from the differing accounting treatment
for performance-based stock options, goodwill, derivative financial
instruments, pension costs and related deferred taxation. Details of the
reconciling differences are given in Note 31 to the Financial Statements.


                                       25

<PAGE>
Liquidity and Capital Resources

  As an intermediary, we hold funds generally in a fiduciary capacity for the
account of third parties, typically as the result of premiums received from
clients that are in transit to insurers and claims due to clients that are in
transit from insurers. We report premiums, which are held on account of, or
due from clients, as assets with a corresponding liability due to the
insurers. Claims held by, or due to, us which are due to clients are also
shown as both assets and liabilities. All these balances due or payable are
included in accounts receivable and accounts payable on the balance sheet. We
earn interest on these funds during the time between the receipt of the cash
and the time the cash is paid out. Fiduciary cash must be kept in certain
regulated bank accounts subject to guidelines, which generally emphasize
capital preservation and liquidity and is not generally available to service
our debt or for other corporate purposes.

  Net cash provided by operations increased by (L)267.8 million to (L)474.2
million in 2001 from (L)206.4 million in 2000 and (L)130.4 million in 1999.
These increases were due to increasing revenues and widening operating margins
over the three-year period.

  During 2001, the net cash inflow for acquisitions less proceeds from
disposals amounted to (L)13.2 million and included proceeds of (L)20.6 million
mainly arising from the disposal of PENCO and Willis National. During 2000,
the net cash outflow for acquisitions less proceeds from disposals amounted to
(L)5.8 million and, in 1999, amounted to (L)10.5 million which included a
payment of (L)10.3 million for a further 15% interest in Jaspers Wuppesahl,
increasing our ownership to 45%.

  In connection with many of our investments in less than wholly-owned
subsidiaries and associates, we retain rights to increase our ownership
percentage over time, typically to a majority or 100% ownership position. In
addition, in certain instances, the other owners have a right, typically at a
price calculated pursuant to a formula based on revenues or earnings, to put
some or all of their shares to us.

  As part of our acquisition of 33% of Gras Savoye, we entered into a put
arrangement, whereby the other shareholders in Gras Savoye (primarily two
families, two insurance companies and Gras Savoye's executive management team)
could put their shares to us. From 2001 to 2011, we will be obligated to buy
the shares of certain shareholders to the extent that those shareholders put
their shares, potentially increasing our ownership from 33% to 90% if all
shareholders put their shares, at a price determined by a contractual formula
based on earnings and revenue. Management shareholders of Gras Savoye
(representing approximately 10% of shares) do not have general put rights
between 2001 and 2011, but have certain put rights on their death, disability
or retirement from which payments are not expected to exceed (L)16.5 million.
From 2001 to 2005, the incremental 57% of Gras Savoye may be put to us at a
price equal to the greater of approximately 800 million French francs ((L)74.8
million at December 31, 2001 exchange rates), or a price based on the formula,
which at December 31, 2001 amounted to approximately (L)93.2 million. After
2005, the put price is determined solely by the formula. The shareholders may
put their shares individually at any time during the put period.

  While neither we nor the management of Gras Savoye expect significant
exercises of the puts, on a separate or aggregate basis, in the near to medium
term, we nevertheless believe that, should the aggregate amount of shares be
put to us, sufficient funds would be available to satisfy this obligation. In
addition, we have a call option to move to majority ownership under certain
circumstances and in any event by 2009. Upon exercising this call option, the
remaining Gras Savoye shareholders have a put.

  Although we discontinued our UK underwriting operations in 1991, we are
still required to handle the administration of claims arising from insurance
business previously written by Willis Faber (Underwriting Management) Limited
on behalf of Sovereign and third party insurance carriers. Cash

                                       26

<PAGE>
payments in connection with the renegotiated arrangements for administering
the WFUM run-off amounted to (L)2 million during 2001 and (L)4 million in
2000. No significant cash payments were made in 1999, as such amounts had been
pre-funded in 1998. Annual payments of about (L)2 million are expected to be
payable in 2002.

  Cash payments in connection with the government initiated review of personal
pension plans amounted to (L)12.5 million, (L)13.7 million and (L)13.0 million
in 2001, 2000 and 1999, respectively. We expect the remaining provision of
(L)21.5 million at December 31, 2001 to be paid out over the next two years.

  Capital expenditures for 2001, 2000 and 1999 less the proceeds from
disposals of fixed assets, were (L)24.8 million, (L)16.8 million and (L)18.1
million, respectively. We expect that capital expenditures for 2002 will
continue at approximately the same level. We have funded our requirements for
capital expenditures by cash generated internally from operations and expect
to continue to do so in the future.

  Our wholly owned subsidiary Willis North America entered into a credit
agreement on July 22, 1998 with JPMorgan Chase Bank. The credit agreement, as
amended, consists of a term loan facility of $450 million under which portions
of the loan mature on four different dates between 2005 and 2008 and a revolving
credit facility of $150 million. Willis North America borrowed the term loan
portions of the credit agreement in full in November 1998 to refinance certain
of our existing indebtedness incurred in connection with the tender offer for
the Group. During 2001, 2000 and 1999, repayments totaling $60 million ((L42
million), $30 million ((L)20 million) and $12 million ((L)7 million),
respectively, were made. As a consequence, we are ahead of our repayment
schedule. At December 31, 2001, the outstanding balance on the term loans was
$348 million ((L)240 million). The next mandatory repayment under the facility
is not due until 2005. The revolving credit portion is available for working
capital requirements and general corporate purposes, subject to certain
limitations. At December 31, 2001, the revolving credit facility remained
undrawn.

  On February 2, 1999, Willis North America issued $550 million of 9% senior
subordinated notes, the proceeds from which were used to repay short-term
facilities. The Notes mature on February 1, 2009 and interest is payable on the
Notes semi-annually on February 1 and August 1 of each year. During 2001, Willis
North America using cash from operations repurchased in the open market and
retired $111 million ((L)77 million) principal amount of these Notes. There was
no material gain or loss from the repurchase.

  Total long-term debt outstanding at December 31, 2001 was $787 million ((L)541
million), down from $958 million ((L)634 million) at the end of 2000.

  Willis North America has entered into an interest rate swap agreement on
December 4, 1998 with JPMorgan Chase Bank under which its LIBOR-based floating
rate interest payment obligations on the full amount of the term loans have
been swapped for fixed rate interest payment obligations, resulting in an
effective base rate of 5.099% per annum, plus the applicable margin, until the
final maturity of those term loans. The swap agreement provides for a
reduction of the notional amount of the swap obligation on a semi-annual basis
and, to the extent the actual amount outstanding under the term loans exceeds
the notional amount at any time, Willis North America would be exposed to the
risk of increased interest rates on that excess.

  The Company and its subsidiaries may pay interest on any intercompany note
issued in favor of Trinity, and may make loans or pay dividends to Trinity in
an amount sufficient to enable Trinity to pay interest and principal then due
on any intercompany note, intercompany subordinated note or intercompany bank
note issued by Trinity, in each case so long as such amounts are immediately
repaid to the Company or its subsidiaries. The aggregate amount of
intercompany notes issued in favor of

                                       27

<PAGE>
Trinity outstanding at December 31, 2001 was $923 million, the aggregate
amount of intercompany notes issued by Trinity outstanding was (L)614.1
million.

  We expect that internally generated funds will be sufficient to meet our
foreseeable operating cash requirements, capital expenditures and scheduled
debt repayments, the next of which is not due until 2005. In addition, we have
an undrawn $150 million revolving credit facility.

Item 6 - Directors, Senior Management and Employees

Directors and Senior Management

  The Group Executive Committee of the Board of the Company manages the
operational business and strategic direction of our operating subsidiaries. It
consists of the Chairman and Chief Executive Officer, directors and seven
senior Group executives who are not directors, whose ages and positions at
January 1, 2002 are:

<TABLE>
<CAPTION>
Name                        Age   Position
----                        ---   --------
<S>                         <C>   <C>
Joseph J. Plumeri.......     58   Chairman and Chief Executive Officer
Frederick Arnold........     47   Group Executive Vice President, Strategic Development
William P. Bowden Jr....     57   Group General Counsel
Richard J. S. Bucknall..     53   Group Chief Operating Officer
Thomas Colraine.........     43   Group Chief Financial Officer
Janet Coolick...........     58   Group Chief Administrative Officer
Brian D. Johnson........     59   Chief Executive Officer of the North American operations
Patrick Lucas...........     62   Managing Partner of Gras Savoye
Stephen G. Maycock......     49   Group Human Resources Director
Joseph M. McSweeny......     52   Chairman and Chief Executive Officer of Global Risk Solutions
Grahame J. Millwater....     38   Chief Operating Officer of Willis Re.
John M. Pelly...........     48   Chairman and Chief Executive Officer of Willis Re.
James A. Ratcliffe......     48   Chief Executive of Global Specialties
Sarah J. Turvill........     48   Chief Executive of International operations (excluding United Kingdom and North
                                  America)
Mario Vitale............     46   Executive Vice President -- Group Sales and Marketing
</TABLE>


  Joseph J. Plumeri--Joseph J. Plumeri is our Chairman, Chief Executive
Officer and a director, positions held since October 15, 2000. Before joining
us, Mr. Plumeri spent 32 years as an executive with Citigroup Inc. and its
predecessors. Of note, Mr. Plumeri oversaw the 450 North American retail
branches of Citigroup's Citibank unit. Mr. Plumeri also served as Chairman and
Chief Executive Officer of Citigroup's Primerica Financial Services from 1995
to 1999. In 1994, Mr. Plumeri was appointed Vice Chairman of Citigroup's
predecessor, Travelers Group Inc., and in 1993 Mr. Plumeri became the
President of a predecessor of Citigroup's Salomon Smith Barney unit after
overseeing the merger of Smith Barney and Shearson and serving as the
President and Managing Partner of Shearson since 1990. Mr. Plumeri also serves
as a director of Velcero, Inc. He is also a board member and advisor to many
organizations, including The Board of Visitors of the College of William &
Mary, The United Negro College Fund, The National Center on Addiction and
Substance Abuse. He is also a commissioner of the New Jersey Sports and
Exposition Authority.

  Frederick Arnold--Frederick Arnold became a member of the Group Executive
Committee in December 2000 and Group Executive Vice President, Strategic
Development in July 2001. Mr. Arnold joined us in March 2000 as Executive Vice
President--Development, Finance and Administration of the North American
operations and was Group Chief Administrative Officer from December 2000 to
June 2001. Prior to joining us, Mr. Arnold worked for 20 years as an
investment banker, primarily at

                                       28

<PAGE>
Lehman Brothers, Smith Barney and Arnhold and S. Bleichroeder, specializing in
mergers and acquisitions and equity capital markets.

  William P. Bowden, Jr.--William P. Bowden, Jr. joined us on September 1,
2001 as our Group General Counsel and was appointed a member of the Group
Executive Committee. Prior to joining us, Mr. Bowden was General Counsel for
the Americas of Societe Generale for four years, General Counsel of CS First
Boston, Inc. for three years and Chief Counsel for the Office of the
Comptroller of the Currency, an independent agency of the US Treasury
Department, for four years.

  Richard J.S. Bucknall--Richard J.S. Bucknall joined the board on November 1,
1998 and has been a member of the Group Executive Committee since April 1995.
He was appointed Group Chief Operating Officer on January 1, 2001. His current
responsibilities include Global Specialties, Global Risk Solutions,
International Holdings and UK and Republic of Ireland Retail businesses. He
also has responsibilities for the discontinued United Kingdom underwriting
operations. Mr. Bucknall has 35 years of experience in the insurance brokerage
industry, of which 16 years have been with us.

  Thomas Colraine--Thomas Colraine joined the board and the Group Executive
Committee on August 31, 1997 and has been the Group Chief Financial Officer
since September 1997. From January 1995 to October 1996, he was Chief
Financial Officer of our North American operations and was Change Program
Director from October 1996 to September 1997. Mr. Colraine has 14 years of
experience in the insurance brokerage industry, all 14 years of which have
been with us.

  Janet Coolick--Janet Coolick joined the board and the Group Executive
Committee on July 1, 2001. Ms Coolick joined the Group on March 5, 2001 as
Executive Vice President and Director, Operational Efficiency and on July 1,
2001 she was appointed the Group Chief Administrative Officer. Before joining
us, Ms Coolick spent 15 years with Citigroup Inc., and its predecessors where
she held various executive positions including Chief of Staff and Director of
Expense Management and Control.

  Brian D. Johnson--Brian D. Johnson joined the board and the Group Executive
Committee on January 1, 1993. He is an actuary and has been the Chief
Executive Officer of the Group's North American operations since October 1,
1999. From 1994 until 1999 he was Vice Chairman and Chief Operating Officer of
the North American retail business and from 1999 he was Chief Executive of
that area. Mr. Johnson has 37 years of experience in the insurance brokerage
industry, of which 35 years have been with us.

  Patrick Lucas--Patrick Lucas joined the board on April 15, 1998 as a non-
executive director and became a member of the Group Executive Committee on
January 1, 2001. He is the Managing Partner of Gras Savoye and Chairman and
Chief Executive Officer of Gras Savoye S.A. and Gras Savoye Reassurance,
positions held since 1991, 1979 and 1976 respectively. Mr. Lucas has 35 years
of experience in the insurance brokerage industry.

  Stephen G. Maycock--Stephen G. Maycock joined the Group Executive Committee
on July 1, 2001. He has been the Group Human Resources Director of the Group
since he joined in 1996. Prior to joining the Group, he had a global human
resources role with S C Johnson & Son Inc., for 13 years. Mr. Maycock has five
years of experience in the insurance brokerage industry, all of which have
been with us.

  Joseph M. McSweeny--Joseph M. McSweeny joined the board on September 1, 2000
and has been a member of the Group Executive Committee since October 1, 1999.
He became Chairman and Chief Executive Officer of Global Risk Solutions on
July 1, 2001. He joined us in 1994 and held senior executive positions in the
North American retail business until 1998 when he was appointed Chief
Executive Officer of the International operations, a position held until June
2001. Mr. McSweeny has 25 years of experience in the insurance industry, of
which seven years have been with us.


                                       29

<PAGE>
  Grahame J. Millwater--Grahame J. Millwater became a member of the Group
Executive Committee on December 18, 2001 and is the Chief Operating Officer of
Willis Re. Mr. Millwater joined the Group in September 1985 and, while always
focused on reinsurance, has had several additional cross Group
responsibilities during his career with us. Mr. Millwater has 16 years of
experience in the insurance brokerage industry, all of which have been with
us.

  John M. Pelly--John M. Pelly joined the board on November 1, 1998 and has
been a member of the Group Executive Committee since April 1995. He is
Chairman and Chief Executive Officer of Willis Re., a position held since
1995. Mr. Pelly has 30 years of experience in the insurance brokerage
industry, all 30 years of which have been with us. Mr. Pelly is also a non-
executive director of Mitsui Sumitomo Insurance (London Management) Ltd.

  James A. Ratcliffe--James A. Ratcliffe became a member of the Group
Executive Committee on December 18, 2001 and is the Chief Executive of Global
Specialties. Mr. Ratcliffe joined us in September 1999 as Managing Director of
the Aerospace Division. Prior to joining us, Mr. Ratcliffe was part of the
Granada Group Plc for five years, encompassing responsibilities as the
Managing Director of the Granada UK Rental Group and a Director of On Digital,
the world's first digital terrestrial multi-channel television company. He was
also Managing Director of Granada's Air Travel Group of companies. Prior to
joining Granada Group, he was Managing Director of ADT Security Systems,
Britain's largest electronic security company. Mr. Ratcliffe has 2 1/2 years
of experience in the insurance brokerage industry, all of which have been with
us.

  Sarah J. Turvill--Sarah J. Turvill became a member of the Group Executive
Committee on July 1, 2001. Miss Turvill joined us in May 1978 and for over the
last 10 years has had a senior management role in the growth of our
international activities, particularly in Europe where she was Managing Director
from 1995 to 2001. Since July 1, 2001 Miss Turvill has been the Chief Executive
of International operations. She has 24 years of experience in the insurance
brokerage industry, all of which have been with us.

  Mario Vitale--Mario Vitale joined us as Executive Vice President - Group
Sales and Marketing on November 13, 2000 and became a member of the Group
Executive Committee in December 2000. Prior to joining us, Mr. Vitale was
President of the Risk Management Division of Kemper Insurance Company for one
year and President of the Risk Management Division of Reliance National with
full global responsibilities for 13 years. He is also on the board of
directors of the College of Insurance in New York. Mr. Vitale has 25 years of
experience in the insurance industry.

  There are no family relationships among the directors and officers of the
Company.

  Kenneth H. Pinkston resigned as a director of the Company on September 21,
2001.

Compensation

  In the year ended December 31, 2001, the aggregate compensation and benefits
paid to or accrued to all the directors and members of the Group Executive
Committee, except Mr. Lucas, as a group (15 persons) was (L)8,115,120. The
aggregate amount of compensation and benefits of Mr. Plumeri, the highest paid
director, in the year was (L)1,796,375.

  The aggregate amount set aside or accrued to provide pension, retirement and
similar benefits for the directors and members of the Group Executive
Committee, except Mr. Lucas, during the year ended December 31, 2001 was
(L)766,423.

  The compensation and pension contributions for Mr. Lucas are paid by his
employing company, our associate Gras Savoye.


                                       30

<PAGE>
Annual Incentive Plan

  The Annual Incentive Plan provides a cash bonus to middle and senior
management as well as the directors and officers based on performance by
reference to the results of the Group and agreed qualitative objectives.

Amended and Restated 1998 Stock Option Plan

  The Amended and Restated 1998 Share Purchase and Option Plan for Key
Employees of Willis Holdings ("1998 Plan") provides for the grant of time-
based vesting options, performance-based vesting options and various other
share-based grants to our employees to purchase Shares. The 1998 Plan is
intended to promote the Group's long-term financial interests and growth by
attracting and retaining management personnel with the training, experience
and ability to enable them to make a substantial contribution to the success
of our business; motivate management personnel by means of growth-related
incentives to achieve long range goals; and further the alignment of interests
of participants with those of the shareholders of Willis Holdings through
opportunities for increased share ownership in that company.

  As of March 8, 2002, of the time-based and performance-based options
granted, 27,942,472 remained unforfeited under the 1998 Plan. Under the 1998
Plan, unless otherwise provided by the Board of Directors of Willis Holdings,
time-based options generally become exercisable in five equal annual
installments beginning on the second anniversary of the date of grant and
performance-based options generally become exercisable to the extent, if any,
that performance goals generally based on the Company's cumulative
consolidated cash flow and annual EBITDA, as defined, for periods ending
2001 and 2002 are achieved. 30% of the performance-based options are
calculated based upon the Company's achievement of the cash flow targets, and
the remaining 70% of the performance-based options are calculated based upon
the Company's achievement of the EBITDA targets. Upon the determination of
whether and to what extent the targets are achieved, the performance-based
options will vest and become exercisable in four equal annual installments,
generally beginning on the third anniversary of the date of grant. The
exercisability of the options may accelerate or terminate based on the
circumstances surrounding an optionee's termination of employment, and both
time-based and performance-based options may (in the discretion of Willis
Holdings' Board of Directors) fully accelerate upon a change in control of
Willis Holdings.

  Unless sooner terminated by the Board of Directors of Willis Holdings, the
1998 Plan will expire 10 years after its adoption. That termination will not
affect the validity of any grant outstanding on the date of the termination of
the 1998 Plan.

  The Board of Directors of Willis Holdings retain the right to amend, suspend
or terminate the 1998 Plan at any time. No further grants are to be made under
the 1998 Plan.

2001 Share Purchase and Option Plan

  The Willis Group Holdings Limited 2001 Share Purchase and Option Plan (the
"2001 Plan") provides for the grant of options, including "incentive stock
options", to purchase Shares and restricted shares and other share-based
grants to the Group's employees. The 2001 Plan is intended to accomplish the
same purposes as the 1998 Plan explained above.

  As of March 8, 2002, options and restricted shares granted over 2,038,519
Shares remained unforfeited. There are 10,000,000 shares available to be
granted under the 2001 Plan, of which 5,000,000 may be granted to any one
employee in any given calendar year. Options generally become exercisable on
the sixth or eighth anniversary of grant. Certain option grants may accelerate
depending on the achievement of certain performance goals and option grants
may terminate based on the circumstances surrounding an optionee's termination
of employment. The vesting of options and other

                                       31

<PAGE>
share-based awards may also be accelerated, at the discretion of the Board of
Directors of Willis Holdings, upon a change in control of that company. In
connection with certain of the option grants, employees have agreed and may in
the future agree to restrict the transferability of the Shares that they own,
as of the date the option is granted, for a period of six years from the date
of the original option grant, which options may be forfeited without payment
in the event the employees breach the transfer restrictions imposed on their
Shares.

  Unless sooner terminated by the Board of Directors of Willis Holdings, the
2001 Plan will expire 10 years after its adoption. That termination will not
affect the validity of any grant outstanding on the date of that plan's
termination.

Bonus and Stock Plan

  The Willis Group Holdings Limited 2001 Bonus and Stock Plan is a sub-plan of
the 2001 Plan and provides for awards of restricted stock units (the "Award")
which is, except for UK employees, simply a promise by Willis Holdings to
deliver, on the third anniversary of the grant of an Award, Shares equal to
the Award. For all UK employees the Award takes the form of a Zero Cost
Option. The Award is determined in accordance with a formula based on the
eligible bonus and the quoted market price of the Share at the date of the
Award. Further, Willis Holdings matches the Award with an additional award of
restricted stock units, equal to 25% of the Award.

Sharesave Plan

  The Willis Group Holdings Limited Sharesave Plan 2001 is also a sub-plan of
the 2001 Plan, which has been approved by the Inland Revenue of the United
Kingdom, under which all executive directors and employees of the Group who
have completed a minimum service requirement not exceeding five years and are
subject to certain taxes in the United Kingdom are granted options to purchase
Shares. Options may be granted with a sterling option price that is not less
than 80% of the market value of the Shares on the date of grant and, where the
Shares are to be subscribed, the nominal value if greater. The options may
vest in three, five or seven years' time, with each participant being able to
pay for his or her options by entering into a savings contract with a savings
provider under which he or she agrees to save a regular monthly amount, not to
exceed (L)250 per month. The options granted in 2001 were issued at fair
market value and vest in August 2004. The maximum monthly saving amount is
(L)100. At the end of the savings period, the participants receive their
savings back plus a tax-free bonus, which may be used, at the participant's
discretion, to exercise the option. Options not exercised within six months
from the end of the contract will lapse. In addition, in the event of a change
of control of Willis Holdings, options may be exercised within six months of
the change of control. As of March 8, 2002, 593,901 Shares remain unforfeited.

  The Board of Directors of Willis Holdings may determine the maximum number
of Shares available for any option grant. Options may be adjusted, subject to
the prior approval of the UK Inland Revenue, to reflect variations in the
share capital of Willis Holdings, including the capitalization, rights issue
and subdivision, consolidation or reduction in the capital of Willis Holdings.
Also, the Board of Directors of Willis Holdings may at any time amend the
Sharesave Plan, which amendments must be approved by the UK Inland Revenue
prior to taking effect in order to ensure that the Sharesave Plan retains its
tax-qualified status. However, the Board of Directors of Willis Holdings may
not make any amendments that would adversely affect the rights of participants
without obtaining appropriate consents. No options may be granted under the
Sharesave Plan after the tenth anniversary of the adoption of the Sharesave
Plan.

Employee Stock Purchase Plan

  Under the Employee Stock Purchase Plan ("ESPP") employees of certain of our
subsidiaries, currently US and Canadian subsidiaries, have the opportunity to
purchase up to a maximum amount of

                                       32

<PAGE>
Shares through payroll deductions over certain specified periods of time. The
price for the Shares will be the lesser of the closing price of a Share on the
first day or the last day of an offering period under the ESPP. The ESPP
qualifies as an employee stock purchase plan under section 423 of the Internal
Revenue Code, which provides the participants in the ESPP with certain tax
benefits upon their subsequent sale or other disposition of the Shares that
they will purchase under the terms of the ESPP. Participants in the ESPP are
offered the opportunity to elect to have up to a certain amount of their
salaries deducted from their paychecks over a period of six months, and to use
that money to purchase Shares. In no event may a participant purchase more
than $25,000 worth of Shares in any given calendar year. 103,055 Shares were
issued at fair market value in accordance with the first offering under this
plan.

Employee Stock Purchase Agreements

  Shares purchased by employees and former employees, the options granted to
the employees and Shares an employee may receive upon exercise of an option
(all as granted under the 1998 Plan), generally are subject to transfer
restrictions until the sixth anniversary of the date the employees originally
purchased their Shares. One exception to this transfer restriction allows an
employee to sell Shares under an effective registration statement at the time
Profit Sharing (Overseas), the majority shareholder of Willis Holdings and an
indirect wholly-owned subsidiary of KKR, sells its Shares pursuant to such
registration statement, in the same proportion as Profit Sharing (Overseas)
sells its Shares. Shares and options are also subject to certain risks of
forfeiture, in whole or in part, prior to the sixth anniversary of the date
the employees originally purchased the stock, including, without limitation,
Willis Holdings' right to repurchase the Shares and to terminate options at a
stated repurchase or termination price, which price ranges from the fair
market value of the Shares to the book value per Share (for Shares purchased
and options granted prior to January 20, 2001), depending upon the
circumstances of an employee's termination of employment. In the event Profit
Sharing (Overseas) is selling all or a portion of its Shares to an
unaffiliated third party, the Shares purchased by the employees are also
subject to Profit Sharing (Overseas)'s right to cause the employees to sell
all or a portion of their Shares, and the employees have a right to cause
Profit Sharing (Overseas) to permit employees and former employees to sell a
portion of their Shares.

Employee Stock Ownership Plans and Trust

  The Company maintains Employee Share Ownership Plans, which as of March 8,
2002, held 804,834 Shares on behalf of the Company's directors, officers and
other Group employees. These Shares were acquired by the Plans at the time of
the 1998 acquisition of the Company in return for the employees forfeiting
cash awards held by the Plans for their benefit. As part of the forfeiture
arrangements, certain employees were granted under our Zero Cost Share Option
Scheme, options over shares (now Shares), the value of which equaled on grant
the cash amount of forfeited cash awards. The Plans are obliged to deliver the
Shares held when the zero cost option is exercised upon payment of (L)1 and
relevant taxes. No option may be exercised more than 10 years from the date of
grant and no further options will be granted under the Scheme.

  Those employees who forfeited cash awards but did not receive a zero cost
option grant have their Shares vested under the Plans at the same time they
would have received the cash awards.

  The options and Shares subject to the options, as well as the other Shares
held in Plans, will be subject, among other things, to our right to repurchase
them at varying purchase prices upon certain terminations of employment,
pursuant to the employee stock purchase agreements above. However, in the
event that the Shares subject to the options are, as also described above,
required by Profit Sharing (Overseas) to be sold to a third party, the
participants will be entitled to receive a cash payment in respect of his or
her Shares if the participant would have received cash under his or her
forfeited award in that circumstance.


                                       33

<PAGE>
  In addition, options may be adjusted to reflect variations in the share
capital of Willis Holdings including the capitalization, rights issue and
subdivision, consolidation or reduction in the capital of Willis Holdings. The
Board of Directors of Willis Holdings may amend the provisions of the
Zero Cost Share Option Scheme at any time; however, the Board of Directors of
Willis Holdings may not make any amendments that would disadvantage the
participants without obtaining prior approval of the amendments from a
majority of the participants.

  In connection with the employee stock purchase agreements described above, a
trust was established at the time of the 1998 acquisition of the Company,
which through its trustees, is a party to the Management and Employees
Shareholders' and Subscription Agreement, which governs the Shares purchased
by our employees. Under this agreement, the trust can be required to purchase
Shares and options owned by these employees whose employment with us is
terminated. Also, the trust has the power to repurchase the Shares and options
owned by such former and current employees and the power to sell Shares at
fair market value to employees in connection with certain option grants under
the 2001 Plan. As of March 8, 2002, the trust had an interest in 846,132
Shares which can be purchased by employees or used to satisfy options grants
made by us. As of March 8, 2002, 331,250 of the Shares held by the trust were
reserved to satisfy option grants when exercised.

Other

  We also maintain a deferred compensation plan for certain employees that
allows employees to defer a portion of their annual compensation and Willis
North America has a 401(k) plan covering all eligible employees of Willis
North America and its subsidiaries. Shares are available as an investment
option to participants in Willis North America's 401(k) plan.

Board Practices

  The employment contracts of the directors and members of the Group Executive
Committee generally provide for six months' notice.

  On October 15, 2000, the Group entered into a five-year employment agreement
with Mr. Plumeri, pursuant to which Mr. Plumeri receives an annual $1,000,000
base salary, subject to annual review, plus additional bonus amounts provided
for therein. The agreement also contains certain non-compete covenants. In
respect of 2001, Mr. Plumeri received a base salary of $1,000,000 plus a
contractually agreed bonus of $1,000,000. Mr. Plumeri was awarded an
additional $1,000,000 discretionary bonus determined by the Board of Directors
of Willis Holdings for extraordinary performance, less $244,000 of corporate
costs relating to the Group's private airplane and other travel, lodging and
business entertainment expenses, for which Mr. Plumeri wanted to be personally
responsible as an example of corporate cost consciousness to other officers
and employees of the Group. Out of the $756,000 discretionary bonus payable
Mr. Plumeri elected to purchase 6,194 restricted stock units for $166,250,
which Willis Holdings matched with an additional 1,548 units, all in
accordance with the terms of the Bonus and Stock Plan applicable to other
officers and employees of the Group.

  The agreement's term ends upon the earlier of October 15, 2005 or the giving
by either party of 90 days' prior written notice. In general, upon Mr.
Plumeri's termination of employment without cause or by Mr. Plumeri's
resignation with good reason (which terms are defined in the agreement),
including a resignation by Mr. Plumeri following a change of control (as
defined in the agreement), he will receive payments and benefits based on
formulae, which in no case exceeds an amount equal to the sum of three times
annual base salary, bonus and benefits due to him.

  Further, if any payment or benefit payable to Mr. Plumeri after a change in
ownership or control would be considered to be an excess parachute payment
subject to a federal excise tax, then Mr. Plumeri will be paid an additional
payment or benefit to gross up the amount of the excise tax.


                                       34

<PAGE>
  Following his retirement (or any termination of Mr. Plumeri's employment) at
normal retirement age 65, he will be eligible to receive a retirement benefit
for the rest of his life, generally equal to 5.3% of his base salary. Eligible
compensation for pension purposes is limited by the Internal Revenue Service.
The Willis North America Inc. Pension Plan does not consider bonuses as
eligible compensation.

  The Company has neither an audit nor a remuneration committee. These
committees are established within Willis Holdings.

Employees

  At December 31, 2001, 2000 and 1999 we had approximately 11,300, 10,470 and
10,716 employees, broken down by geographic location as follows:

<TABLE>
<CAPTION>
Year                                                                    United Kingdom          United States     Rest of the World
 ---------------------------------------------------------------    ------------------     ------------------    ------------------
<S>                                                                <C>                    <C>                   <C>
2001                                                                             3,485                  3,885                 3,930
2000                                                                             3,890                  3,870                 2,710
1999                                                                             3,916                  4,518                 2,282
</TABLE>


  We are not involved in any material dispute with employees and management
believes that relations with employees are good.

Share Ownership

  The interests of the directors and members of the Group Executive Committee
in Shares at March 8, 2002 were as follows:

<TABLE>
<CAPTION>
                                                               Percent ownership
                                          No. of Shares(1)             of Shares
-----------------------------------     ------------------    ------------------
<S>                                    <C>                   <C>
Joseph J. Plumeri                                2,854,251                   1.2%
Frederick Arnold                                   105,176                     *
William P. Bowden, Jr.                              19,886                     *
Richard J. S. Bucknall                             310,000                     *
Thomas Colraine                                    189,100                     *
Janet Coolick                                       13,731                     *
Brian D. Johnson                                   250,000                     *
Patrick Lucas                                       50,000                     *
Stephen G. Maycock                                  96,036                     *
Joseph M. McSweeny                                 192,871                     *
Grahame J. Millwater                                85,040                     *
John M. Pelly                                      305,000                     *
James A. Ratcliffe                                  51,360                     *
Sarah J. Turvill                                    77,000                     *
Mario Vitale                                       145,000                     *
</TABLE>


* less than 1%

(1) The figures disclosed include options exercisable within 60 days from March
    8, 2002.


                                       35

<PAGE>
  The following table provides information for each of our directors and
members of the Group Executive Committee who held options to purchase Shares
at March 8, 2002.

<TABLE>
<CAPTION>
                                                                          No. of Shares
                                                                             Underlying    Exercise
                                                     Date of Grant      Options Granted       Price        Option Expiration Period
                                      ----------------------------    -----------------    --------    ----------------------------
<S>                                   <C>                             <C>                 <C>          <C>
Joseph J. Plumeri                                 October 15, 2000            5,164,222        (L)2                October 15, 2010
Frederick Arnold                                      July 6, 2000              200,000        (L)2               December 18, 2010
William P. Bowden, Jr.                          September 10, 2001               11,362      $17.60              September 10, 2011
Richard J.S. Bucknall                            December 18, 1998              400,000        (L)2               December 18, 2008
                                                 December 29, 2000              187,500        (L)2               December 29, 2010
                                                     June 11, 2001                  393     (L)9.85                January 31, 2005
Thomas Colraine                                  December 18, 1998              406,656        (L)2               December 18, 2008
                                                     June 11, 2001                  393     (L)9.85                January 31, 2005
                                                 February 27, 2002                5,547      $26.84               February 27, 2012
Janet Coolick                                        June 11, 2001                5,554      $13.50                   June 11, 2011
Brian D. Johnson                                 December 18, 1998              400,000        (L)2               December 18, 2008
Stephen G. Maycock                               December 18, 1998              210,496        (L)2               December 18, 2008
                                                     June 11, 2001                  393     (L)9.85                January 31, 2005
Joseph M. McSweeny                               December 18, 1998              209,411        (L)2               December 18, 2008
                                                      July 6, 2000              218,644        (L)2                    July 6, 2010
Grahame J. Millwater                             December 18, 1998              213,902        (L)2               December 18, 2008
                                                     June 11, 2001                  393     (L)9.85                January 31, 2005
John M. Pelly                                    December 18, 1998              360,000        (L)2               December 18, 2008
                                                 December 29, 2000              125,000        (L)2               December 29, 2010
                                                     June 11, 2001                  393     (L)9.85                January 31, 2005
James A. Ratcliffe                                    July 6, 2000              120,000        (L)2                    July 6, 2010
                                                     June 11, 2001                  393     (L)9.85                January 31, 2005
Sarah J. Turvill                                 December 18, 1998              108,000        (L)2               December 18, 2008
                                                     June 11, 2001                  393     (L)9.85                January 31, 2005
Mario Vitale                                     December 29, 2000              250,000        (L)2               December 29, 2010
</TABLE>


Item 7 - Major Shareholders and Related Party Transactions

Major Shareholders

  The Company is a wholly-owned subsidiary of TA IV Limited, following the
transfer of equity by Trinity effective from January 1, 2001. The Company's
ultimate parent company is Willis Holdings.

  The Company's ultimate controlling party is KKR 1996 Overseas, Limited,
which is the general partner of KKR Associates II (1996), Limited Partnership,
which is the general partner of KKR 1996 Fund (Overseas), Limited Partnership,
which is the general partner of Profit Sharing (Overseas), Limited Partnership
which beneficially owns 52.7% or 77,750,683 Shares. During 2001, as a
consequence of two public offerings, the percentage owned decreased from 74.3%
or 92,002,916 Shares.

Related Party Transactions

  KKR and Fisher Capital Corp. L.L.C., a company for which Mr. J.R. Fisher, a
director of Willis Holdings, is the managing member and majority owner, render
management, consulting, and certain other services to us and our subsidiaries
for annual fees payable quarterly in arrears. In 2001, we paid $1,000,000 to
KKR and $350,000 to Fisher Capital Corp. L.L.C. for those services. We also
reimbursed their incidental expenses in connection with those services.


                                       36

<PAGE>
  Willis North America has an interest of approximately 7.5% in OneShield
Inc., a company it is partnering with to bring major segments of its workflow
process on United States business to the Internet. Our subsidiary also has
warrants in OneShield Inc., which on exercise could increase its interest to
approximately 12.5% on a fully diluted basis. The partners and employees of
KKR and Fisher Capital Corp. L.L.C., some of whom serve as our directors, have
current interests of 16.7% in aggregate and 0.3% respectively in OneShield
Inc. Fisher Capital Corp. L.L.C. also has an interest of 0.3% in OneShield
Inc.

  In 2000, our United States and United Kingdom subsidiaries received advice
and consultancy services relating to their overall approach to e-business
strategy and specific opportunities from Dynamis Solutions Inc., who received
fees of approximately $319,000. At that time the partners and employees of KKR
had interests of 14.23% in aggregate in Dynamis Solutions.

  Through a series of transactions in late 1998, Trinity, an entity formed by
KKR for purposes of effecting the acquisition, acquired the Company in a going
private transaction. Trinity financed the acquisition with common and
preferred equity investments, senior subordinated debt financing and
borrowings under a senior credit agreement. In addition to common equity
invested by the KKR 1996 Fund (Overseas), Limited Partnership, equity
financing for the acquisition came from six major insurance companies, Axa
Insurance, Royal & Sun Alliance Insurance Group, The Chubb Corporation,
The Hartford Financial Services Group, Inc., Travelers Property Casualty Corp.
and The Tokio Marine and Fire Insurance Company, Limited (the "consortium")
which invested in the preferred equity of one of the subsidiaries of TA I, and
to a lesser extent, in the common equity of TA I. The preferred equity was
redeemed in 2001.

  In the ordinary course of our business we have placed and will continue to
place premiums with the members of the consortium who beneficially own in
aggregate approximately 12% of the Shares as of March 8, 2002.

  From time to time, in the ordinary course of business and on commercial
terms the Company's insurance brokerage subsidiaries may provide services to
directors or executive officers and their families in connection with their
personal insurance requirements.

  R.J.S. Bucknall, was an Underwriting Member of Lloyd's during 2001. Some of
our insurance brokerage subsidiaries place risks with the syndicates in which
R.J.S. Bucknall participates in the normal course of their brokerage
activities on the same basis as those subsidiaries do with other Lloyd's
syndicates. The Company has guaranteed the performance obligations of Willis
North America in respect of the pension benefits for B.D. Johnson under the
Willis North America Inc. Executive Supplemental Retirement Plan, an unfunded
pension plan.

  During 2000, our subsidiary, Willis North America, acquired from J.J.
Plumeri, our Chairman and Chief Executive Officer, a 12.5% undivided interest
in a Citation V Ultra aircraft for $693,719. The transaction was conducted on
terms equivalent to those that prevail in arms' length transactions.

  We believe that the transactions described in this section between the
Company or our subsidiaries and affiliates are on terms no less favourable to
the Company or our subsidiaries than the terms that would be available to the
Company or its subsidiaries in transactions with a non-affiliated third party.
We intend that future transactions with our affiliates will be on a similar
basis.

Item 8 - Financial Information

Consolidated Statements and Other Financial Information

Financial Statements

  See "Item 18 - Financial Statements".


                                       37

<PAGE>
Legal Proceedings

  General. We are subject to various actual and potential claims, lawsuits and
proceedings relating principally to alleged errors and omissions in connection
with the placement of insurance and reinsurance in the ordinary course of
business. Like other large corporations, however, we are also subject to a
variety of other claims, including those relating to our employment practices.
Some of those claims, lawsuits and proceedings seek damages in amounts which
could, if assessed, be significant. Most of the claims, lawsuits and
proceedings arising in the ordinary course of business are covered by
professional indemnity or other appropriate insurance. In respect of self-
insured deductibles applicable, we have established provisions against these
items which are believed to be adequate in the light of current information
and legal advice, and we adjust such provisions from time to time according to
developments. On the basis of current information, we do not expect that the
outcome of the actual claims, lawsuits and proceedings to which we are subject
or potential claims, lawsuits and proceedings relating to the matters
described below, either individually or in the aggregate, will have a material
adverse effect on our financial conditions, results of operations or
liquidity.

  The material actual or potential claims, lawsuits and proceedings, of which
we are currently aware are:

  Sovereign/WFUM. Sovereign, a wholly owned subsidiary of ours, operated as an
insurance company in the UK and from 1972 Sovereign's underwriting activities
were managed by another wholly owned subsidiary of ours, Willis Faber
(Underwriting Management) Limited, or WFUM. WFUM also provided underwriting
agency and other services to third-party insurance companies, which we refer
to as the stamp companies, some of which are long-standing clients of ours. As
an underwriting agent, WFUM did not issue any contracts of insurance or
reinsurance in its own name or retain any underwriting risks for its own
account. As part of its services as agent, WFUM arranged insurance and
reinsurance business on behalf of Sovereign and the stamp companies in the
following main classes of insurance: marine, non-marine, casualty and
aviation. WFUM also arranged reinsurance on behalf of Sovereign and the stamp
companies through third-party brokers, as well as through brokers within our
group of companies.

  In 1991, Sovereign ceased underwriting new business and WFUM ceased
arranging new business on behalf of Sovereign and the stamp companies. From
that time until August 1998, WFUM administered the business it arranged on
behalf of Sovereign and the stamp companies, referred to as handling the "run-
off" of the business. From 1998, the run-off services were transferred to a
new subsidiary of ours which services have in turn been sub-contracted to a
third party with experience in running off pools with an insolvent member. In
the case of Sovereign, those services are provided directly by that third
party. One of our subsidiaries has agreed with certain of the stamp companies
to fund certain costs of the run-off, subject to certain agreed guidelines as
to timing and amount. The amounts to be funded under the run-off arrangements
are currently within the aggregate of the unused provisions we have made.
However, we cannot assure you that the provisions will be adequate to cover
the actual run-off costs over time. Although we expect the run-off of the
business to be conducted in an orderly manner, it may ultimately prove to be a
lengthy and expensive process.

  In July 1997, Sovereign received an adverse arbitration decision in respect
of a dispute between Sovereign and one of its reinsurers regarding the
enforceability of certain reinsurance which WFUM had arranged. The award is
confidential and non-binding as to third parties. As a result of the decision,
the directors of Sovereign determined that Sovereign could not continue to
trade unless the Company provided unlimited financial support. The Company's
directors decided that, in the interests of its shareholders, this support for
Sovereign could not be justified. Accordingly, Sovereign's directors placed
Sovereign into provisional liquidation on July 11, 1997. On January 5, 2000, a
scheme of arrangement proposed by Sovereign to its creditors became effective.
The stated purpose of the scheme of arrangement is to resolve Sovereign's
liabilities and provide that Sovereign's business is run off in as

                                       38

<PAGE>
orderly a manner as possible. Sovereign's provisional liquidators have been
discharged from office and have been appointed as scheme administrators. On
January 16, 2001, the scheme administrators announced an initial payment
percentage of 30% payable out of Sovereign's assets. Those creditors with
established scheme liabilities received payment by May 2001. Sovereign's
assets are separate and distinct from ours, and any payment from Sovereign
will have no effect on our results of operations, financial condition or
liquidity.

  Following the adverse arbitration decision, Sovereign and certain of the
stamp companies expressed concern about the enforceability of other
reinsurance put in place by WFUM on behalf of Sovereign and the stamp
companies. We understand Sovereign has recently prevailed in an arbitration to
ensure that a reinsurer honors its obligations to Sovereign on similar facts
to the previous adverse arbitration decision. The reinsurer failed to obtain
permission to appeal to the English courts. We also understand that Sovereign
and possibly some of the stamp companies have commenced arbitration
proceedings with a number of other reinsurers that are at a preliminary stage.
Accordingly, we cannot assure you that there will be no further arbitration
decisions, court decisions or discounted settlements arising in the future
that result in shortfalls in reinsurance recoveries for Sovereign or the stamp
companies. Other reinsurers which underwrite Sovereign's or the stamp
companies' reinsurance contracts may seek to challenge the enforceability of
such contracts. The failure of Sovereign or the stamp companies to collect
reinsurance following any adverse arbitration awards would increase the
likelihood of them pursuing claims against WFUM.

  Sovereign and the stamp companies have reserved their rights generally in
respect of such potential claims, and WFUM, the Company and certain of our
brokerage subsidiaries have entered into standstill agreements which preserve
the rights of potential claimants with respect to their potential claims.
The scheme administrators and/or the stamp companies may seek to bring claims
directly against the Company and hold it responsible for the liabilities of
its subsidiaries. Although claims that the Company is liable merely because it
is the subsidiary's parent are difficult to pursue successfully under English
law, we cannot assure you that claims will not be made or, if made, that such
claims could not succeed. The scheme administrators or the stamp companies may
also seek to bring claims in respect of alleged acts or omissions of other
subsidiaries or of the Company.

  We and our subsidiaries have not made any financial provisions in respect of
possible future claims relating to alleged breach of duty by WFUM or
otherwise, although if and to the extent that these claims are pursued it may
be necessary for our affected subsidiaries to review the need for financial
provisions. Those companies in our group with insurance protection have
notified their insurance providers of certain potential claims. We do not know
whether any of these claims will be made; the validity and amount of such
claims and the extent, if any, to which they will be covered by insurance,
after giving effect to the applicable deductibles, exclusions and limits, can
be assessed only when and if these claims are made.

  We plan to continue to deal with the foregoing matters in our best interests
and in a manner designed to assist an orderly run-off of the obligations of
Sovereign and of the stamp companies while limiting the costs of resolution.
It is possible that circumstances may lead the directors of WFUM to place WFUM
in liquidation.

  Pension Review. As is the case for many companies involved in selling
personal pension plans to individuals in the United Kingdom from 1988 to 1994,
we face liabilities as a result of the pension transfers and opt-outs review
initiated by the United Kingdom government. Sellers of personal pension plans
have been subject to liabilities based on claims that they allegedly mis-sold
pension products or gave improper advice. In particular, the regulators of the
companies that engaged in this business, such as our independent financial
advisory business, Willis Corroon Financial Planning Limited, required these
companies to compensate individuals who withdrew from their previous or
existing company

                                       39

<PAGE>
pension plans or who were otherwise advised to set up personal plans, to the
extent that following withdrawal, and the consequent loss of the employer
contribution, that individual's personal pension plan did not produce returns
equal to those that would have been achievable with an employer's company-
sponsored plan. Whether compensation is due to a particular individual, and
the amount of any compensation, is dependent on the subsequent performance of
the pension plan sold and the relative cost to reinstate that individual into
his or her prior company pension plan. These amounts could be significant and,
in that case, materially adversely affect our results of operations or
financial condition. Although we believe that the provisions established for
the pension review are prudent, there remains a possibility that the
provisions made will be insufficient.

  World Trade Center. We acted as the insurance broker, but not as an
underwriter, for the placement of both property and casualty insurance for a
number of entities which were directly impacted by the September 11, 2001
destruction of the World Trade Center complex, including Silverstein
Properties LLC, which acquired a 99-year leasehold interest in the twin towers
and related facilities from the Port Authority of New York and New Jersey in
July 2001. Although the World Trade Center complex insurance was bound at or
before the July 2001 closing of the leasehold acquisition, consistent with
standard industry practice, the final policy wording for the placements was
still in the process of being finalized when the twin towers and other
buildings in the complex were destroyed on September 11, 2001. There are a
number of lawsuits pending in the US between the insured parties and the
insurers, but we are not a party to any of these lawsuits. Other disputes may
also arise in respect of the World Trade Center insurance placed by us which
could affect the Group, including claims by one or more of the insureds that
we made culpable errors or omissions in connection with our brokerage
activities. However, we do not believe that our role as broker will lead to
liabilities which in the aggregate would have a material adverse effect on our
results of operations, financial condition or liquidity.

  Insurance Market Dispute. Various legal proceedings are pending, have been
concluded or may commence between reinsurers, reinsureds and in some cases
their intermediaries, including reinsurance brokers, relating to personal
accident excess of loss reinsurance for the years 1993 to 1998. The proceedings
principally concern allegations by reinsurers that they have sustained
substantial losses due to an alleged abnormal "spiral" in the market in which
the reinsurance contracts were placed, the existence and nature of which, as
well as other information, was not disclosed to them by the reinsureds or
their reinsurance broker. A "spiral" is a market term for a situation in which
reinsureds and reinsurers reinsure each other with the effect that the same
loss or portion of that loss moves through the market multiple times.

  The reinsurers concerned are taking the position that, despite their
decisions to underwrite risks or a group of risks, they are no longer bound by
their reinsurance contracts. As a result, they have stopped settling claims
and are seeking to recover claims already paid. We also understand that there
have been two arbitration awards in relation to a spiral, among other things,
in which the reinsurer successfully argued that it was no longer bound by
parts of its reinsurance program. Willis Limited, our principal insurance
brokerage subsidiary in the UK, acted as the reinsurance broker or otherwise
as intermediary, but not as an underwriter, for numerous personal accident
reinsurance contracts, including for two contracts that were involved in one
of the arbitrations. Due to the small number of reinsurance brokers generally,
Willis Limited was one of a small number of brokers active in the market for
this reinsurance during the relevant period. We also utilized other brokers
active in this market as sub-agents, including brokers who are parties to the
legal proceedings described above, for certain contracts and may be
responsible for any errors and omissions they may have made. One proceeding
brought by one of the reinsurers concerned commenced on January 21, 2002 in
the English High Court against certain parties, including a sub-broker that
Willis Limited used to place two of the contracts involved in this trial. This
trial is the first major public proceeding relating to the alleged spiral.
Although neither we nor any of our subsidiaries are a party to this or any
other proceeding or

                                       40

<PAGE>
arbitration, Willis Limited has entered into standstill agreements with
certain of the reinsureds for which it has acted as reinsurance broker or
otherwise as intermediary, with the primary purpose of tolling the statute of
limitations pending the outcome of proceedings between the reinsureds and
reinsurers so that those reinsureds would not feel compelled to commence
proceedings against Willis Limited in order to avoid the lapse of any claims
they may have.

  As a result of the significant amount of underwriting losses that the
underwriters for personal accident reinsurance have incurred, settlements
between reinsureds and reinsurers have largely stopped. It is possible that
reinsureds or reinsurers or other intermediaries may bring claims against
Willis Limited or may ask Willis Limited to contribute to any settlements that
may be reached. We understand that industry groups have been or are being
formed with a view to seeking a market-wide settlement of claims arising in
various years, and Willis Limited has been approached to join groups for
certain years. Although at this time no claims are pending against Willis
Limited and we have not joined any settlement effort, claims may be made
against Willis Limited if reinsurers do not pay claims on policies issued by
them. It is too early to know what amount of underwriting losses will be
alleged to be attributable to an abnormal spiral or the other issues that may
be raised, or what amount, if any, reinsureds or reinsurers or other
intermediaries may seek to recover from Willis Limited.

  Baccala & Shoop. Prior to 1984, Baccala and Shoop Insurance Services, a US
subsidiary, acted as managing general agent for certain insurance issuing
companies, including three subsidiaries of The Hartford Financial Services
Group, Inc. Since Baccala and Shoop ceased active operations in 1983, issuing
companies (including Hartford) have notified Baccala and Shoop of potential
errors and omissions claims against Baccala and Shoop. In August 1987, Baccala
and Shoop, Hartford and Willis North America entered into a Standstill
Agreement, amended in 1994, pursuant to which the statutes of limitations on
Hartford's claims against Baccala and Shoop were tolled indefinitely in
exchange for Hartford's agreement to forbear filing complaints against Baccala
and Shoop based on these potential claims. Since 1983, the Group has paid
approximately $7.9 million in settlement of errors and omissions claims
brought by certain other issuing companies, including issuing companies that
went into liquidation. There has been no notification of additional potential
claims from Hartford or other issuing companies since 1992. Hartford has not
stated what it believes to be its total aggregate losses potentially
attributable to Baccala and Shoop.

Significant Changes

  None.

Item 9 - The Offer and Listing

Markets

  The Ordinary Shares are held by TA IV Limited and there is therefore no
trading market in such shares.

  The Notes are listed for trading on the Luxembourg Stock Exchange. However,
no trades have been executed on the Luxembourg Stock Exchange since the first
listing date. Willis North America has not applied for and does not intend to
apply for listing of the Notes on any securities exchange (other than listing
on the Luxembourg Stock Exchange) or for the quotation of the Notes through
NASDAQ. The underwriter of the Notes issued acts as a market maker for the
Notes. However, the underwriter is not obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Notes or that an active market for
the Notes will develop. If an active public market for the Notes does not
develop or fails to be maintained, the market price and liquidity of the Notes
may be adversely affected.


                                       41

<PAGE>
  Kredietbank S.A. Luxembourgeoise is the listing agent for the Notes on the
Luxembourg Stock Exchange. The Notes have been accepted for clearance by
Euroclear Operator and Cedel Bank. The Notes have been assigned the following
CUSIP number: 970620AC4; a Euroclear common code number of 009610391; and an
ISIN number of US970620AC42.

Item 10 - Additional Information

Memorandum and Articles of Association

  The following is only a summary of certain material rights of the Company's
shareholders under the provisions of the Company's Memorandum and Articles of
Association and is qualified in its entirety by reference to the Companies Act
1985, as amended, of Great Britain ("Companies Act") and the Memorandum and
Articles of Association. Copies of the Company's Memorandum and Articles of
Association have been filed as exhibits to this Annual Report on Form 20-F.

Objects

  The Company is registered in England and Wales with registered number
621757. The third clause of the Company's Memorandum and Articles of
Association permits the Company to act as an investment holding company, to
carry on the business of insurance brokers, insurance agents and underwriting
agents and to acquire shares or stocks, debentures, debenture stock, bonds,
obligations or any other securities as well as carrying on any other business
as may be considered to be incidental or conductive to any of the Company's
objects.

Directors

  Under the Company's Articles of Association the directors are permitted to
be interested in any contract, transaction or arrangement to which the Company
is a party or in which the Company is in any way interested, as long as the
director has declared the nature of his interest as required by the Companies
Act.

  The directors have the authority to determine the aggregate fees up to a
fixed limit of (L)100,000 annually and to grant special remuneration to any
director for any special or extra services tendered. In addition, the
directors have the power to pay and agree to pay any retirement, death or
disability benefits to any director or ex-director. Further, the directors
have power to purchase and maintain liability insurance for their benefit or
for that of officers, employees and ex-directors of the Company.

  The Articles of Association do not restrict in any way the power of the
directors to borrow and raise funds.

  There is no age limit requirement whereby directors have to retire or any
requirement for directors to hold shares in the Company by way of
qualification.

Rights attaching to Ordinary Shares

  Under English law, dividends are only payable out of the Company's profits
available for distribution, as determined in accordance with the UK GAAP and
by the Companies Act. Holders of Ordinary Shares on which the dividend is
declared by the shareholders in general meeting are paid a dividend in
proportion to the amount paid up on those shares. In declaring such dividend,
the general meeting may, at the recommendation of the directors, direct that
it shall be satisfied wholly or partly by a distribution of assets.

  The directors may also pay interim dividends to the shareholders if it
appears to them that they are justified by the Company's profits available for
distribution.


                                       42

<PAGE>
  Any dividend which has remained unclaimed for twelve years from the date
when it became due for payment, may, if the directors so resolve, be forfeited
and will revert to the Company.

Voting Rights

  At any general meeting, voting is by a show of hands, unless a poll is
demanded, with each shareholder present, in person, by proxy or, if a
corporation, by a duly authorised representative having one vote regardless of
the number of shares held.

  However, before or on the declaration of the result of any vote, a poll may
be demanded which entitles shareholders to one vote for every share held by
them. A poll may be demanded by:

    a)  the chairman of the meeting; or

    b)  at least two members having the right to vote at the meeting; or

    c)  a member or members representing not less than one-tenth of the total
        voting rights of all the members having the right to vote at the
        meeting; or

    d)  a member or members holding shares conferring a right to vote at the
        meeting being shares on which an aggregate sum has been paid up equal
        to not less than one-tenth of the total sum paid up on all the shares
        conferring that right.

  A demand for a poll by a person as proxy shall be treated as the same as a
demand by a member.

  In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting is entitled to a casting vote in addition to
any other vote he may have.

  No business can be transacted at any general meeting unless a quorum of two
persons entitled to vote upon the business to be transacted is present,
whether in person or by proxy.

  The Company has passed an elective resolution to dispense with the need to
hold Annual General Meetings. Other meetings must be convened upon advance
written notice of 21 days for the passing of a special resolution and 14 days
for any other resolution, depending on the nature of the business to be
transacted. The days of delivery or receipt of notice are not included. The
notice must specify the nature of the business to be transacted.

  Matters are transacted at general meetings of the Company by the proposing
and passing of resolutions of which there are four kinds: ordinary, special,
extraordinary and elective. An ordinary resolution requires a simple majority
of the votes of those persons voting, at a meeting at which there is a quorum.
Special and extraordinary resolutions requires the approval of 75% of those
voting at a meeting at which there is a quorum. An elective resolution has to
be approved by all the Company's shareholders.

Variation of Rights

  The Company's share capital may be varied with the consent in writing of
holders of 75% in value of the shares held or upon the adoption of an
extraordinary resolution by the shareholders.

Rights in Winding up

  In the event of a winding up, the liquidator may following the adoption of
an extraordinary resolution of shareholders, divide the whole or any part of
the assets of the Company between the shareholders. The assets available for
distribution to members are subject to any liabilities or payments to
creditors, whether statutorily preferred or not.


                                       43

<PAGE>
Material Contracts

  See the matters described in Item 7 "Major Shareholders and Related Party
Transactions".

Exchange Controls

  There are currently no UK foreign exchange control restrictions on the
conduct of the Group's operations. While there are certain foreign exchange
control restrictions which may affect the ability of certain of the Company's
subsidiaries to pay dividends to the Company, the amounts involved have not
been material to the Company in the past and the Company does not believe that
such restrictions will have a material adverse impact on the Company or its
ability to meet its cash flow requirements.

Taxation

  The statements set forth below in this Item are based on current law and
published practice at the date of this annual report and are subject to
change.

  Under current law if the Company, as guarantor, makes any payments in
respect of interest on the Notes (or other amounts due under the Notes other
than repayment of principal) such payments may be subject to UK withholding
tax at the basic rate (currently 22%). Relief from such withholding may be
available pursuant to the provisions of any applicable double taxation treaty.
In particular, under the terms of the US/UK double taxation treaty, holders of
the Notes entitled to the benefit of that treaty would be able to recover in
full any UK tax withheld by making a claim on the appropriate form.
Alternatively, a claim may be made by a holder of the Notes in advance of a
payment in respect of interest. If the claim is accepted by the UK Inland
Revenue, it will authorize subsequent payments to be made without deduction of
UK withholding tax. Claims for repayment must be made within six years of the
end of the UK year of assessment (generally April 5 in each year) to which the
interest relates and must be accompanied by the original statement provided by
the Company when the interest payment was made showing the amount of UK income
tax deducted. Because a claim is not considered until the UK Inland Revenue
receives the appropriate form from the Internal Revenue Service, forms should
be sent to the Internal Revenue Service, in the case of an advance claim well
before the relevant interest payment date or, in the case of a claim for
repayment of the tax, well before the end of the appropriate limitation
period.

  The Company has agreed, subject to specific exceptions and limitations, to
pay to the holders of the Notes such additional amounts in respect of any
applicable UK withholding tax in order that the interest (and other amounts
due under the Notes) they receive, net of any applicable UK withholding tax,
will equal the amounts which would have been receivable by them in the absence
of such UK withholding tax.

  Under current law the sale or transfer in the United Kingdom of the Notes
will not be subject to stamp duty or stamp duty reserve tax or any other
transfer tax in the United Kingdom.

Documents on Display

  It is possible to read and copy documents referred to in this annual report
on Form 20-F that have been filed with the SEC at the SEC's public reference
room located at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms
and their copy charges.


                                       44

<PAGE>
Item 11 - Quantitative and Qualitative Disclosures about Market Risk

Financial Risk Management

  We are exposed to market risk from changes in interest rates and foreign
currency exchange rates. In order to manage the risk arising from these
exposures, we enter into a variety of interest rate and foreign currency
derivatives. We do not hold derivative or financial instruments for trading
purposes.

  A discussion of our accounting policies for financial and derivative
instruments is included in Note 1 of the consolidated financial statements and
further disclosure is provided in Note 25 to the consolidated financial
statements, included elsewhere in this annual report.

Foreign exchange risk management

  We report our operating results and financial condition in pounds sterling.
Our US operations earn revenue and incur expenses primarily in US dollars. In
the United Kingdom, however, we earn revenue in a number of different
currencies, but expenses are almost entirely incurred in pounds sterling.
Outside the United States and the United Kingdom, we predominantly generate
revenue and expenses in the local currency. The table below details the
breakdown of revenues and expenses by currency in 2001.
<TABLE>
<CAPTION>
                                                                                       Pounds             US          Other
                                                                                     Sterling        Dollars     currencies
                                                                                  -----------    -----------    -----------
        <S>                                                                      <C>            <C>            <C>
        Revenues                                                                          16%            62%            22%
        Expenses                                                                          38%            45%            17%
</TABLE>


  Our operations are exposed to foreign exchange risk arising from cash flows
and financial instruments that are denominated in currencies other than pounds
sterling. Our primary foreign exchange risk arises from changes in the
exchange rates between US dollars and pounds sterling. Our objective is to
maximize our cash flow in US dollars. Our policy is to convert into pounds
sterling all revenues arising in currencies other than US dollars together
with sufficient US dollar revenues to fund the remaining pound sterling
expenses. Outside the United Kingdom, only those cash flows necessary to fund
mismatches between revenues and expenses are converted into local currency;
amounts remitted to the United Kingdom are generally converted into pounds
sterling. These transactional currency exposures are generally managed by
entering into forward exchange contracts. It is our policy to hedge at least
25% of the next 12 months' exposure in significant currencies. We do not
generally hedge exposures beyond three years.

  The table below provides information about our foreign currency forward
exchange contracts, which are sensitive to exchange rate risk. The table
summarizes the pounds sterling equivalent amounts of each currency bought and
sold forward and the weighted average contractual exchange rates. All forward
exchange contracts mature within three years.


                                       45

<PAGE>

<TABLE>
<CAPTION>
                                                               Settlement date before December 31,
                              -----------------------------------------------------------------------------------------------------
                                           2002                               2003                               2004
                              -------------------------------    -------------------------------    -------------------------------
                                                      Average                            Average                            Average
                               Contract           contractual     Contract           contractual     Contract           contractual
December 31, 2001                amount         exchange rate       amount         exchange rate       amount         exchange rate
--------------------------    ---------    ------------------    ---------    ------------------    ---------    ------------------
                                   ((L)                               ((L)                               ((L)
                               million)                           million)                           million)
<S>                           <C>          <C>                   <C>          <C>                   <C>          <C>
Foreign currency sold
US dollars sold for
 sterling                            43          $1.49 = (L)1           31          $1.44 = (L)1           14          $1.41 = (L)1
Japanese Yen sold for
 sterling                             7     Yen 156.02 = (L)1            5     Yen 157.79 = (L)1            2     Yen 156.06 = (L)1
Euro sold for sterling               14      Euro 1.59 = (L)1            3      Euro 1.57 = (L)1            -
                              ---------                          ---------                          ---------
Total                                64                                 39                                 16
==========================    =========                          =========                          =========
Fair Value(1)                         1                                  1                                  -
==========================    =========                          =========                          =========
</TABLE>


<TABLE>
<CAPTION>
                                                               Settlement date before December 31,
                              -----------------------------------------------------------------------------------------------------
                                           2001                               2002                               2003
                              -------------------------------    -------------------------------    -------------------------------
                                                      Average                            Average                            Average
                               Contract           contractual     Contract           contractual     Contract           contractual
December 31, 2000                amount         exchange rate       amount         exchange rate       amount         exchange rate
--------------------------    ---------    ------------------    ---------    ------------------    ---------    ------------------
                                   ((L)                               ((L)                               ((L)
                               million)                           million)                           million)
<S>                           <C>          <C>                   <C>          <C>                   <C>          <C>
Foreign currency sold
US dollars sold for
 sterling                            46          $1.56 = (L)1           37          $1.50 = (L)1           17          $1.46 = (L)1
Japanese Yen sold for
 sterling                             7     Yen 160.81 = (L)1            4     Yen 144.21 = (L)1            -                     -
Euro sold for sterling               15      Euro 1.58 = (L)1            5      Euro 1.60 = (L)1            -                     -
                              ---------                          ---------                          ---------
Total                                68                                 46                                 17
==========================    =========                          =========                          =========
Fair Value(1)                        (1)                                 -                                  -
==========================    =========                          =========                          =========
</TABLE>


(1) Represents the difference between the contract amount and the cash flow in
    pounds sterling which would have been receivable had the foreign currency
    forward exchange contracts been entered into on December 31, 2001 or 2000
    at the forward exchange rates prevailing at that date.

Interest rate risk management

  We are subject to market risk from exposure to changes in interest rates
based on our financing and investing activities. Our primary interest rate
risk arises from changes in short-term interest rates in both US dollars and
pounds sterling.

  Our operations are financed principally by variable rate bank borrowings and
the 9% senior subordinated notes due 2009 issued by a subsidiary. Interest
rate swaps are used to generate the desired interest rate profile and to
manage our exposure to interest rate fluctuations. Our policy is to minimize
our exposure to increases in interest rates on our borrowings. Accordingly,
the majority of our variable rate borrowings is currently hedged through the
use of interest rate swaps to convert the borrowings to reflect a fixed rate
of interest.

  As a consequence of our insurance and reinsurance brokerage activities,
there is a delay between the time we receive cash for premiums and claims and
the time the cash needs to be paid. We earn interest on this float, which is
included in our consolidated financial statements as interest income. This
float is regulated in terms of access and the instruments in which it may be
invested, most of which are short-term in maturity. We manage the interest
rate risk arising from this exposure primarily through the use of interest
rate swaps. It is our policy that, for currencies with significant balances, a
minimum of 25% of forecast income arising is hedged for each of the next three
years.


                                       46

<PAGE>
  The table below provides information about our derivative instruments and
other financial instruments that are sensitive to changes in interest. For
interest rate swaps, the table presents notional principal amounts and average
interest rates analyzed by expected maturity dates. Notional principal amounts
are used to calculate the contractual payments to be exchanged under the
contracts. The duration of interest rate swaps varies between one and five
years, with an average re-fixing period of three months. Average variable
rates are based on interest rates set at December 31, 2001 or 2000, as
appropriate, or, in the case of interest rate swaps not yet started, at the
rates prevailing at December 31, 2001 or 2000, as appropriate.

<TABLE>
<CAPTION>
                                             Expected to mature before December 31,
                                    ----------------------------------------------------------
                                                                                                                               Fair
December 31, 2001                       2002        2003         2004        2005         2006  Thereafter        Total    Value(1)
-------------------------------     --------    --------     --------    --------     --------    --------     --------    --------
                                                                  ((L) million, except percentages)
<S>                                <C>         <C>          <C>         <C>          <C>         <C>          <C>         <C>
Current asset investments
Principal ($)                            204                        3           5            8                      220         220
 Fixed rate receivable                  2.23%                    5.49%       6.42%        5.53%                    2.49%
Principal ((L))                           57                        3           6            3                       69          69
 Fixed rate receivable                  4.91%                    6.60%       7.17%        7.63%                    5.31%
Principal (Euro)                          33                                                                         33          33
 Fixed rate receivable                  4.12%                                                                      4.12%
Long-term debt
Principal ($)                                                                                          301          301         313
 Fixed rate payable                                                                                   9.00%        9.00%
Principal ($)                                                                  57           81         102          240         240
 Variable rate payable                                                       5.75%        6.95%       7.64%        7.02%
Interest rate swaps
Principal ($)                            232         171          132         161           24                      720          15
 Fixed rate receivable                  6.40%       6.50%        5.82%       5.39%        6.29%                    5.91%
 Variable rate payable                  1.90%       3.21%        3.92%       4.51%        4.96%                    4.15%
Principal ($)                                                                              226                      226         (5)
 Fixed rate payable                                                                       5.10%                    5.10%
 Variable rate receivable                                                                 4.10%                    4.10%
Principal ((L))                           63          49           28          66                                   206           2
 Fixed rate receivable                  6.72%       6.64%        6.63%       5.64%                                 6.19%
 Variable rate payable                  4.01%       4.56%        5.16%       5.51%                                 5.20%
Principal (Euro)                          15           4           17          19            6                       61           -
 Fixed rate receivable                  4.49%       5.24%        4.68%       4.58%        4.55%                    4.71%
 Variable rate payable                  3.26%       3.80%        3.93%       4.28%        4.49%                    4.27%
Forward rate agreements
Principal ($)                            145         193           48                                               386           -
 Fixed rate receivable                  2.53%       3.29%        4.49%                                             3.16%
 Variable rate payable                  2.18%       2.62%        3.64%                                             3.50%
Principal ((L))                                       28                                                             28           -
 Fixed rate receivable                              7.21%                                                          7.21%
 Variable rate payable                              4.69%                                                          4.69%
</TABLE>



                                       47

<PAGE>

<TABLE>
<CAPTION>
                                         Expected to mature before December 31,
                                ----------------------------------------------------------
                                                                                                                           Fair
December 31, 2000                   2001        2002         2003        2004         2005  Thereafter        Total       Value(1)
---------------------------     --------    --------     --------    --------     --------    --------     --------    --------
                                                               ((L) million, except percentages)
<S>                            <C>         <C>          <C>         <C>          <C>         <C>          <C>         <C>
Current asset investments
Principal ($)                        173                                    8            4           3          188         188
 Fixed rate receivable              6.86%                                6.07%        6.21%       5.62%        6.79%
Principal ((L))                       25                        2           4            6                       37          37
 Fixed rate receivable              6.51%                    6.30%       6.35%        6.52%                    6.52%
Principal (Euro)                      26           4                                                             30          30
 Fixed rate receivable              4.53%       4.50%                                                          4.53%
Long-term debt
Principal ($)                                                                                      363          363         324
 Fixed rate payable                                                                                9.0%         9.0%
Principal ($)                                                               7           63         202          272         272
 Variable rate payable                                                   8.20%        8.28%       8.30%        8.29%
Interest rate swaps
Principal ($)                        175         224          105          40                                   544           2
 Fixed rate receivable              5.96%       6.02%        7.07%       6.83%                                 6.26%
 Variable rate payable              5.81%       5.66%        6.06%       6.12%                                 5.82%
Principal ($)                                                                                      257          257           5
 Fixed rate payable                                                                               5.10%        5.10%
 Variable rate receivable                                                                         6.22%        6.22%
Principal ((L))                       70          63           37          28                                   198           2
 Fixed rate receivable              6.20%       6.59%        7.11%       6.63%                                 6.55%
 Variable rate payable              5.67%       5.66%        6.01%       6.07%                                 5.79%
Principal (Euro)                       8          16            5          11                                    40           -
 Fixed rate receivable              3.96%       4.05%        5.27%       5.27%                                 4.52%
 Variable rate payable              4.64%       4.55%        4.97%       5.25%                                 4.82%
Principal (Japanese Yen)               4                                                                          4           -
 Fixed rate receivable              1.70%                                                                      1.70%
 Variable rate payable              0.47%                                                                      0.47%
</TABLE>


(1) Represents the net present value of the expected cash flows discounted at
    current market rates of interest.


Item 12 - Description of Securities Other Than Equity Securities

  Not applicable.


                                       48

<PAGE>
                                    PART II


Item 13 - Defaults, Dividend Arrearages and Delinquencies

  None.

Item 14 -  Material Modifications to the Rights of Security  Holders and Use of
Proceeds

  None.



                                    PART III

Item 17 - Financial Statements

  Not applicable.

Item 18 - Financial Statements

  The following financial statements and schedule, together with the report of
Deloitte & Touche thereon, are filed as part of this annual report:

  Report of Independent Auditors                                            F-1
  Consolidated Statements of Operations                                     F-2
  Consolidated Balance Sheets                                               F-3
  Consolidated Statements of Shareholders' Equity                           F-4
  Consolidated Statements of Cash Flows                                     F-5
  Notes to Consolidated Financial Statements                                F-7

Schedule

  Schedule II - Valuation and Qualifying Accounts                           S-1

Item 19 - Exhibits

    2.1    Indenture, dated February 2, 1999, among Willis Corroon
           Corporation, as issuer, Willis Corroon Partners and Willis Corroon
           Group Limited, as guarantors, and The Bank of New York, as trustee
           (incorporated by reference to Exhibit No. 4.1 to Registration
           No. 333-74483).

    2.2    Credit Agreement, dated as of July 22, 1998, and amended and
           restated as of February 19, 1999 and amended as of January 1, 2001,
           among Willis Corroon Corporation, as borrower, Willis Corroon Group
           Limited and Trinity Acquisition plc, as guarantors, the lenders
           thereunder and The Chase Manhattan Bank, as administrative agent
           and collateral agent (incorporated by reference to Exhibit No. 10.2
           to Registration Statement No. 333-74483).

    4.1    Management and Employee Shareholders' and Subscription Agreement,
           dated as of December 20, 1999, among TA I Limited, Mourant & Co.
           Trustees Limited, and certain management members of TA I Limited
           and its subsidiaries (the "Management Registration
           Rights Agreement") (incorporated by reference to Exhibit No. 4.7 to
           Registration Statement No. 333-60982).

    4.2    Global Amendment to the Equity Participation Plan Agreements of TA
           I Limited (incorporated by reference to Exhibit No. 4.8 to
           Registration Statement No. 333-60982).

    4.3    Amended and Restated 1998 Share Purchase and Option Plan for Key
           Employees of Willis Group Holdings Limited (incorporated by
           reference to Exhibit No. 4.5 to Registration Statement
           No. 333-63186).


                                       49

<PAGE>
    4.4    Willis Group Holdings Limited 2001 Share Purchase and Option Plan
           (incorporated by reference to Exhibit No. 10.8 to Registration
           Statement No. 333-60982).

    4.5    Willis Group Holdings Limited North America 2001 Employee Stock
           Purchase Plan (incorporated by reference to Exhibit No. 4.3 to
           Registration Statement No. 333-62780).

    4.6    Willis North America Inc. Financial Security Partnership Plan
           (incorporated by reference to Exhibit No. 4.3 to Registration
           Statement No. 333-67466).

    4.7    Form of Willis Group Holdings Limited Zero Cost Share Option Scheme
           (incorporated by reference to Exhibit No. 10.12 to Registration
           Statement No. 333-74483).

    4.8    Willis Group Holdings Limited 2001 Bonus and Stock Plan
           (incorporated by reference to Exhibit No. 4.8 to Post Effective
           Amendment to Registration Statement No. 333-63186).

    4.9    Form of Amended and Restated Employment Agreement, dated as of
           March 26, 2001, between Willis Group Holdings Limited and Joseph J.
           Plumeri (incorporated by reference to Exhibit No. 10.9 to
           Registration Statement No. 333-60982).

    4.10   Guarantee by Willis Corroon Group Limited of pension plan of Brian
           Johnson (incorporated by reference to Exhibit No. 10.11 to
           Registration Statement No. 333-74483).

    8.1    List of subsidiaries of the Company - (see the list of our
           principal subsidiaries in Item 4 "Information on the Company -
           Business Overview").


                                       50

<PAGE>
                                   SIGNATURES


The Registrant hereby certifies that it meets all the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.


                                        WILLIS GROUP LIMITED
                                        (Registrant)

                                        By:/s/ T COLRAINE
                                        ---------------------------------------
                                        Name: T Colraine
                                        Title: Group Chief Financial Officer

Dated: London, March 28, 2002


                                       51

<PAGE>

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

                         REPORT OF INDEPENDENT AUDITORS


  We have audited the accompanying consolidated balance sheets of Willis Group
Limited and subsidiaries as of December 31, 2001 and 2000, and the related
statements of operations, shareholders' equity, cash flows and total recognized
gains and losses for each of the three years in the period ended December 31,
2001. Our audits also included the financial statement schedule listed in the
Index at Item 18. These financial statements and the financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements and the
financial statement schedule based on our audits.

  We conducted our audits in accordance with auditing standards generally
accepted in the United Kingdom and the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Willis Group Limited and
subsidiaries at December 31, 2001 and 2000 and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2001, in conformity with accounting principles generally accepted in the
United Kingdom. Also, in our opinion, such related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

  Accounting principles generally accepted in the United Kingdom vary in
certain significant respects from accounting principles generally accepted in
the United States of America. The application of the latter would have
affected the determination of net income for each of the three years in the
period ended December 31, 2001 and the determination of shareholders' equity
and financial position at December 31, 2001 and 2000, to the extent summarized
in Note 31.



                                                              Deloitte & Touche
                                  Chartered Accountants and Registered Auditors

London, England.
March 28, 2002


                                      F-1

<PAGE>

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                  Note           2001           2000           1999
-----------------------------------------------------------------------    -----------    -----------    -----------    -----------
                                                                                            ((L) million, except per share data)
<S>                                                                        <C>            <C>            <C>            <C>
Commissions and fees                                                                 3          941.9          816.0          727.8
Interest and investment income                                                       5           46.5           45.0           38.6
                                                                                          -----------    -----------    -----------
Operating revenues                                                                              988.4          861.0          766.4
Operating expenses before exceptional items                                                    (766.1)        (731.1)        (714.8)
Exceptional items                                                                    4              -              -          (54.6)
Operating expenses                                                                             (766.1)        (731.1)        (769.4)
                                                                                          -----------    -----------    -----------
Operating income/(loss)                                                              5          222.3          129.9           (3.0)
(Loss)/gain on disposal/closure of operations                                                    (4.1)          (5.1)           1.5
Share of profit of associates                                                                     7.2            4.6            6.6
Interest income                                                                      7           58.2           58.2           56.8
Interest expense                                                                     8          (56.9)         (57.9)         (54.2)
                                                                                          -----------    -----------    -----------
Income before taxation                                                               9          226.7          129.7            7.7
Taxation                                                                            10          (78.9)         (36.8)         (11.1)
                                                                                          -----------    -----------    -----------
Income/(loss) after taxation                                                                    147.8           92.9           (3.4)
Equity minority interests                                                                        (5.0)          (1.5)          (3.0)
                                                                                          -----------    -----------    -----------
Net income/(loss) (i)                                                                           142.8           91.4           (6.4)
Dividends                                                                           11           (8.2)         (72.7)         (74.8)
                                                                                          -----------    -----------    -----------
Retained income/(loss) for the financial year                                                   134.6           18.7          (81.2)
                                                                                          ===========    ===========    ===========
Per ordinary share
Net income/(loss) (i)                                                               12           29.8p          19.2p          (1.4)
                                                                                          ===========    ===========    ===========
Average number of ordinary shares outstanding
  (in millions)                                                                                 479.3          476.5          470.8
======================================================================================    ===========    ===========    ===========
</TABLE>


(i) A summary of the adjustments to net income that would be required if United
    States generally accepted accounting principles were to be applied instead
    of those generally accepted in the United Kingdom is set forth in Note 31.




The Notes to the Financial Statements are an integral part of these Financial
                                   Statements


                                      F-2

<PAGE>

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                   Note               2001                          2000
--------------------------------------------------------    -----------    --------------------------    --------------------------
                                                                                                ((L) million)
<S>                                                         <C>            <C>            <C>            <C>            <C>
ASSETS
Current assets
Cash and short-term deposits                                                                    667.8                         427.1
Investments                                                          13                         330.1                         318.4
Accounts receivable, net                                             14                       5,348.3                       4,511.8
                                                                                          -----------                   -----------
Total current assets                                                                          6,346.2                       5,257.3
Fixed assets
Intangible assets - goodwill, net                                    15           28.7                          35.2
Tangible assets, net                                                 16          127.7                         128.0
Investments                                                          17           45.1                          44.7
                                                                           -----------                   -----------
Total fixed assets                                                                              201.5                         207.9
                                                                                          -----------                   -----------
Total assets                                                                                  6,547.7                       5,465.2
========================================================                                  ===========                   ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable                                                                              4,687.1                       3,655.8
Corporate tax payable                                                                            74.8                          41.6
Accruals and deferred income                                                                    111.2                          86.3
Bank loans and overdrafts                                            19                            --                           8.7
Other current liabilities                                            18                         782.6                         799.3
                                                                                          -----------                   -----------
 Total current liabilities                                                                    5,655.7                       4,591.7
Noncurrent liabilities
Bank loans                                                           19          240.0                         271.7
Loan notes                                                           19          301.0                         362.6
Other noncurrent liabilities                                         20           36.3                          35.9
                                                                           -----------                   -----------
 Total noncurrent liabilities                                                                   577.3                         670.2
Provisions for liabilities and charges                               22                          96.6                         105.1
Equity minority interests                                                                        10.7                          12.8
                                                                                          -----------                   -----------
 Total liabilities and minority interests                                                     6,340.3                       5,379.8
Shareholders' equity (i)
Share capital                                                                     59.9                          59.9
Share premium                                                                    124.0                         124.0
Revaluation reserve                                                               14.9                          14.9
Retained earnings/(deficit)                                                        8.6                        (113.4)
                                                                           -----------                   -----------
 Total shareholders' equity                                                                     207.4                          85.4
                                                                                          -----------                   -----------
Total liabilities and shareholders' equity                                                    6,547.7                       5,465.2
=======================================================================                   ===========                   ===========
</TABLE>


(i) A summary of the adjustments to shareholders' equity that would be required
    if United States generally accepted accounting principles were to be
    applied instead of those generally accepted in the United Kingdom is set
    forth in Note 31.



The Notes to the Financial Statements are an integral part of these Financial
                                   Statements


                                      F-3

<PAGE>

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

          CONSOLIDATED STATEMENTS OF MOVEMENTS IN SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
Authorized Share Capital                                      Ordinary Shares
 ---------------------------------------------------    ----------------------------
                                                                                ((L)
                                                        Number (000)        million)
At January 1 and December 31, 1999, 2000 and 2001            528,000            66.0
 ===================================================    ============    ============
                                                           Issued Share Capital
                                                        ----------------------------          Share     Revaluation        Retained
Issued Share Capital and Reserves                             Ordinary Shares            premium(i)      reserve(i)    earnings(ii)
 ---------------------------------------------------    ----------------------------   ------------    ------------    ------------
                                                        Number (000)                           ((L) million)
<S>                                                    <C>             <C>             <C>             <C>             <C>
At January 1, 1999                                           428,415            53.6           28.5            14.9            (8.0)
Retained loss                                                      -               -              -               -           (81.2)
Convertible loan conversion (iii)                             46,465             5.7           87.2               -               -
Issued for cash                                                1,250             0.2            2.3               -               -
Goodwill reinstated on disposals                                   -               -              -               -             4.8
Exchange adjustments                                               -               -              -               -            (6.2)
                                                        ------------    ------------   ------------    ------------    ------------
At December 31, 1999                                         476,130            59.5          118.0            14.9           (90.6)
Retained income                                                    -               -              -               -            18.7
Issued for cash                                                3,193             0.4            6.0               -               -
Goodwill reinstated on disposals                                   -               -              -               -             0.2
Exchange adjustments                                               -               -              -               -           (41.7)
                                                        ------------    ------------   ------------    ------------    ------------
At December 31, 2000                                         479,323            59.9          124.0            14.9          (113.4)
Retained income                                                    -               -              -               -           134.6
Goodwill reinstated on disposals                                   -               -              -               -            10.1
Exchange adjustments                                               -               -              -               -           (22.7)
                                                        ------------    ------------   ------------    ------------    ------------
At December 31, 2001                                         479,323            59.9          124.0            14.9             8.6
 ===================================================    ============    ============   ============    ============    ============
</TABLE>


(i) The share premium and revaluation reserve are not distributable.

(ii)    Retained earnings at December 31, 2001 included (L)12.4 million (2000 :
        (L)9.1 million, 1999 : (L)8.5 million) in respect of associates.

(iii)   Relates to the conversion of an interest free convertible loan of
        (L)92.9 million owed to a parent company into 46,464,949 ordinary
        shares in the Company on February 3, 1999.

(iv)    The cumulative amount of goodwill eliminated before December 31, 1997,
        net of goodwill relating to subsidiaries sold, amounts to (L)527.0
        million.

(v) Trinity Acquisition Limited ("Trinity") has the right to convert the
    preferred shares it holds in a subsidiary of Willis Group Limited into
    563,580 ordinary shares of Willis Group Limited ("ordinary shares") at any
    time up to December 31, 2002.



The Notes to the Financial Statements are an integral part of these Financial
                                  Statements.


                                      F-4

<PAGE>

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                Note           2001            2000            1999
 -------------------------------------------------------------------    ------------   ------------    ------------    ------------
                                                                                                       ((L) million)
<S>                                                                    <C>             <C>             <C>             <C>
Net cash inflow from operating activities                                         24          474.2           206.4           130.4
                                                                                       ------------    ------------    ------------
Dividends from associates                                                                       2.6             3.2             2.2
                                                                                       ------------    ------------    ------------
Returns on investments and servicing of finance
Interest paid                                                                                 (57.1)          (56.0)          (44.8)
Interest received                                                                              61.8            58.5            47.8
Bank fees on borrowings                                                                        (0.5)           (0.6)           (4.7)
Minority dividend paid                                                                         (2.3)           (0.6)           (1.1)
                                                                                       ------------    ------------    ------------
Net cash inflow/(outflow) for returns on investments and servicing
  of finance                                                                                    1.9             1.3            (2.8)
                                                                                       ------------    ------------    ------------
Taxation                                                                                      (28.7)          (18.0)          (12.8)
                                                                                       ------------    ------------    ------------
Capital expenditure and financial investment
Purchase of tangible fixed assets                                                             (28.0)          (19.9)          (25.1)
Sale of tangible fixed assets                                                                   3.3             4.6             6.4
Purchase of fixed asset investments                                                            (0.2)           (1.5)           (0.2)
Sale of fixed asset investments                                                                 0.1               -             0.8
                                                                                       ------------    ------------    ------------
Net cash outflow for capital expenditure and financial investment                             (24.8)          (16.8)          (18.1)
                                                                                       ------------    ------------    ------------
Acquisitions and disposals
Purchase of subsidiaries                                                                       (3.5)           (9.0)          (10.2)
Purchase of associates                                                                            -            (0.8)          (10.6)
Proceeds from sale of business                                                                  2.4               -               -
Sale of subsidiaries                                                                           20.6             0.3             9.0
Net cash transferred on purchase/sale of subsidiaries                                          (6.3)            3.7             1.3
                                                                                       ------------    ------------    ------------
Net cash inflow/(outflow) for acquisitions and disposals                                       13.2            (5.8)          (10.5)
                                                                                       ------------    ------------    ------------
Equity dividends paid                                                                         (15.1)          (13.1)           (9.9)
                                                                                       ------------    ------------    ------------
Cash flow before management of liquid resources and financing                                 423.3           157.2            78.5
                                                                                       ------------    ------------    ------------
Management of liquid resources                                                                 (5.4)          (32.5)          (43.3)
                                                                                       ------------    ------------    ------------
Financing
Issue of ordinary shares                                                                          -             6.4             2.5
Capital contribution                                                                            0.5               -               -
Amounts due from parent companies                                                             (16.6)           20.5            23.0
Amounts due to parent companies                                                               (36.0)          (80.4)          (47.1)
Debt due within a year:
 Decrease in short-term borrowings                                                                -               -          (351.0)
Debt due beyond a year:
 Decrease in long-term borrowings                                                            (119.1)          (20.9)          (11.4)
Issue of Senior Subordinated Notes                                                                -               -           333.3
                                                                                       ------------    ------------    ------------
Net cash outflow from financing                                                              (171.2)          (74.4)          (50.7)
                                                                                       ------------    ------------    ------------
Increase/(decrease) in cash                                                                   246.7            50.3           (15.5)
 ===================================================================================   ============    ============    ============
</TABLE>


(i) The differences between the consolidated statements of cash flows presented
    above and that required under US GAAP are described in Note 31.

The Notes to the Financial Statements are an integral part of these Financial
                                  Statements.


                                      F-5

<PAGE>

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

          CONSOLIDATED STATEMENTS OF TOTAL RECOGNIZED GAINS AND LOSSES
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                          2001               2000              1999
----------------------------------------------------------------------------    --------------     --------------    --------------
                                                                                                   ((L) million)
<S>                                                                             <C>               <C>               <C>
Net income/(loss)
Parent and subsidiaries                                                                  138.3               89.2             (11.1)
Associates                                                                                 4.5                2.2               4.7
                                                                                --------------     --------------    --------------
                                                                                         142.8               91.4              (6.4)
Currency translation differences
Subsidiaries                                                                             (22.5)             (41.9)             (4.9)
Associates                                                                                (0.2)               0.2              (1.3)
                                                                                --------------     --------------    --------------
Total recognized gains and losses for the financial year                                 120.1               49.7             (12.6)
============================================================================    ==============     ==============    ==============
</TABLE>


(i) A statement of Comprehensive Income under US GAAP is set forth in Note 31
    of Notes to the Financial Statements.



The Notes to the Financial Statements are an integral part of these Financial
                                  Statements.


                                      F-6

<PAGE>

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

                       NOTES TO THE FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

Note 1 - Accounting policies

Organization

  Willis Group Limited (the "Company") and its subsidiaries (together, the
"Group") provide a broad range of value-added risk management consulting and
insurance brokerage services both directly, and indirectly through its
associates, to a diverse base of clients internationally. The Group provides
specialized risk management advisory and other services on a global basis to
clients in various industries, including the construction, aerospace, marine
and energy industries. In its capacity as an insurance advisor and broker, the
Group acts as an intermediary between clients and insurance carriers by
advising clients on risk management requirements, helping clients determine
the best means of managing risk, and negotiating and placing insurance risk
with insurance carriers through the Group's global distribution network. The
Group also provides other value-added services.

Basis of preparation

  The consolidated financial statements of the Company and its subsidiaries
have been prepared on the going concern basis under the historical cost
convention as modified by the revaluation of certain land and buildings. The
Group's consolidated financial statements comply with accounting standards
applicable in the United Kingdom ("UK GAAP").

Basis of consolidation

  The Group's consolidated financial statements incorporate those of the
Company and its subsidiaries based on financial statements drawn up to
December 31. Intercompany transactions and balances are eliminated on
consolidation. Interests of outside shareholders in non-wholly owned
subsidiaries are shown as minority interests. Associates, being those entities
in which the Group has a long-term equity interest and over which it exercises
significant influence, are included on the basis of the Group's proportion of
the operating profit and loss, interest expense, taxation and net assets (the
"equity method"). The results of subsidiaries and associates acquired or
disposed of during the year are included from or to the relevant dates of
acquisition or disposal.

  Investments in less than 20% owned associates are accounted for by the cost
method. Such investments are not publicly traded.

Goodwill

  Goodwill arising on acquisitions occurring after January 1, 1998 is
capitalized and amortized on a straight-line basis over its estimated useful
economic life, determined on the individual circumstances of each business
acquired but limited to a maximum period of 20 years. Goodwill on acquisitions
completed before January 1, 1998 was eliminated against retained earnings and,
as permitted by Financial Reporting Standard ("FRS") 10, "Goodwill and
Intangible Assets", has not been reinstated. On disposal of a business
acquired before January 1, 1998, any goodwill which was previously eliminated
against retained earnings is reinstated and charged to the statement of
operations.

Revenue recognition

  Revenue includes insurance commissions, fees for services rendered, certain
commissions receivable from insurance carriers and interest income.

  The Group takes credit for insurance commissions (or fees negotiated in lieu
of commission) in respect of insurance placements at the date when the insured
is billed or at the inception date of the policy, whichever is later.
Commissions on additional premiums and adjustments are recognized as and when
advised. Fees for consulting services are generally recorded on completion of
the project. Fees for other services are recognised over the period for which
the services are rendered. The Group establishes contract cancelation reserves
where appropriate. At December 31, 2001, 2000 and 1999, such amounts were not
material.


                                      F-7

<PAGE>


Note 1 - Accounting policies (continued)

  Commissions receivable from insurance carriers such as commissions
contingent on the performance of insurance policies placed are recognized at
the earlier of the date when cash is received, or when formal, written
notification of the actual amount due is received from the insurance carrier.
If some of the commissions received are potentially subject to full or partial
repayment to the carrier, then recognition is deferred until the conditions
for repayment have passed. Interest income is recognized as earned.

Insurance brokerage receivables and payables

  Insurance brokers usually act as agents in placing the insurable risks of
their clients with insurers and, as such, generally are not liable as
principals for amounts arising from such transactions. Notwithstanding the
legal relationships with clients and insurers, insurance brokers are entitled
to retain investment income on any cashflows arising from insurance brokerage
transactions; accounting standards require receivables and payables arising
from such transactions to be shown as assets and liabilities.

  Debit and credit balances arising from insurance brokerage transactions are
reported as separate assets or liabilities unless such balances are due to or
from the same party and the offset would survive the insolvency of that party,
in which case they are aggregated into a single net balance.

  Funds held in connection with insurance brokerage transactions are generally
required to be held in regulated bank accounts subject to local operating
guidelines and are not generally available for purposes other than settling
insurance brokerage transactions.

Currency translation

  Transactions in currencies other than the reporting currency of the entity
are recorded at the rate of exchange at the date of the transaction, or, in
the case of forward contracts in respect of the current year's income, at the
contracted rate. Assets and liabilities in foreign currencies are translated
into the reporting currency at the rates of exchange ruling at the balance
sheet date. All exchange differences are taken to income.

  On consolidation, the results of subsidiaries and associates whose reporting
currency is other than pounds sterling, are translated into pounds sterling at
the average rates of exchange and assets and liabilities are translated at
year-end rates. Translation adjustments arising are taken to retained
earnings. Exchange differences arising on foreign currency borrowings taken
out to provide a hedge against the exchange risk associated with those
investments are also taken to retained earnings.

Depreciation

  Depreciation is calculated on a straight-line basis at rates estimated to
write down the value of assets over their expected useful lives. Depreciation
on freehold buildings and long leaseholds is provided at 2% per annum. Other
leaseholds are written off over the lesser of the useful life of the assets or
the remaining period of the lease. Depreciation on fixed plant, furniture and
equipment is provided at rates between 4% and 33.3% per annum. Vehicles are
depreciated over a period of up to 4 years. No depreciation is provided on
freehold land.

Deferred tax

  Deferred tax assets and liabilities are accounted for using the liability
method for all timing differences to the extent that it is probable that an
asset or liability will crystallize. No provision is made for tax that would
be payable on the disposal of revalued properties until it is decided in
principle to dispose of the asset.


                                      F-8

<PAGE>



Note 1 - Accounting policies (continued)

Pensions

  The regular cost of providing benefits is charged to operating income over
the employees' service lives on the basis of a constant percentage of
pensionable earnings. Variations from regular cost, arising from periodic
actuarial valuations, are allocated to operating income on a systematic basis
over the expected remaining service lives of current employees.

Derivative financial instruments

  The Group uses derivative financial instruments for other than trading
purposes to alter the risk profile of an existing underlying exposure.
Interest rate swaps are used to manage interest risk exposures and amounts
payable are recognized in interest income or expense on an accrual basis based
on the terms of the agreement and the interest rates prevailing at that time.
Forward foreign currency exchange contracts are used to manage currency
exposures arising from future income and gains or losses based on the
contracted rate are recognised on maturity of the contract.

Note 2 - Major acquisitions and dispositions

Acquisitions

  During 2001, 2000 and 1999, the Group acquired, or increased its investments
in, a number of businesses and also increased its ownership in certain
associates. The aggregate purchase price of all acquisitions completed during
2001, 2000 and 1999 approximated (L)3.8 million, (L)7.7 million and (L)20.0
million, respectively, inclusive of deferred payments amounting to (L)0.2
million, (L)2.6 million and (L)4.1 million. All of these transactions were
recorded using the purchase method of accounting. Accordingly, the results of
operations of the acquired businesses and the Group's increased share of the
undistributed net income of associates have been included in the Group's
consolidated results from their respective acquisition dates. The assets
acquired and liabilities assumed were recorded at estimated fair values. Pro
forma results from these acquisitions would not have been materially different
from the amounts reported.

  The preliminary purchase price allocations for the acquisitions are subject
to adjustment during the year following acquisition. In most of the
acquisitions, the preliminary allocation resulted in an excess of purchase
price over the fair value of net assets acquired being allocated to goodwill.
Goodwill arising on acquisitions is being amortized on a straight-line basis
over 20 years.


                                      F-9

<PAGE>


Note 2 - Major acquisitions and dispositions (continued)

  The effect of acquiring subsidiaries, all of which were accounted for under
the purchase method of accounting, was as follows:

<TABLE>
<CAPTION>
                             2001           2000           1999
 -----------------    -----------    -----------    -----------
                                   ((L) million)
<S>                  <C>            <C>            <C>
Net assets
  acquired
Tangible assets               0.4            0.5            0.9
Fixed asset
  investments                   -            0.3              -
Accounts
  receivable                  4.2           13.5           10.3
Cash and
  investments                 1.1            3.7            1.2
Accounts payable             (5.5)         (15.0)         (11.8)
Minority interest            (0.1)          (1.7)          (1.2)
Goodwill                      4.6            7.0           11.9
                      -----------    -----------    -----------
Cost of
  Acquisitions                4.7            8.3           11.3
 =================    ===========    ===========    ===========
Satisfied by
Cash                          3.0            5.7            9.2
Preference shares
  in subsidiary               1.5              -              -
Deferred
  consideration               0.2            2.6            2.1
                      -----------    -----------    -----------
                              4.7            8.3           11.3
 =================    ===========    ===========    ===========
</TABLE>


  Included within "Cost of Acquisitions" above is (L)0.9 million,
(L)1.5 million and (L)2.8 million for 2001, 2000 and 1999 respectively
relating to additional consideration for acquisitions made in prior years.

  The cash outflow of (L)3.5 million shown as "purchase of subsidiaries" in
the consolidated statement of cash flows includes (L)0.5 million relating to
deferred consideration paid during 2001 in respect of acquisitions completed
in prior years.

  These acquisitions would have had no material impact on revenues, net
income/(loss), or basic and diluted net income/(loss) per share for 2001, 2000
and 1999 had they been consummated at the beginning of each of the respective
years of acquisition and of the immediate preceding year.

Dispositions

  In July 2001, the Group completed the sale of its 51% interest in Willis
National Holdings Limited. The gain on disposal amounted to (L)12.9 million,
net of a goodwill write-off of (L)2.6 million which included (L)2.4 million
previously eliminated against reserves, and has been recorded in the statement
of operations. In December 2001, the Group completed a restructuring of Willis
Italia Holdings S.p.A. in which a subsidiary of that entity was disposed of in
exchange for an increase in the Group's investment in Willis Italia Holdings
S.p.A. from 50.1% to 67%. The loss on disposal of (L)9.2 million, included a
net goodwill write-off of (L)8.3 million.

  In 2000, the Group developed a plan to exit certain business lines,
including the sale of the municipality business of Public Entities National
Corporation, part of the US wholesale operations, and the sale of certain
other non-strategic businesses. The loss on disposal/closure of operations in
2000 consisted of provisions of (L)2.8 million of redundancy costs and (L)2.3
million of excess operating lease obligations and other closure costs relating
to these plans. The sale was completed in January 2001, giving rise to the
reinstatement of (L)7.7 million of goodwill previously eliminated against
reserves.


                                      F-10

<PAGE>


Note 2 - Major acquisitions and dispositions (continued)

  Total proceeds relating to 2000 were not material. Total proceeds relating
to 1999 dispositions of subsidiaries and associates amounted to (L)4.5 million
with a gain of (L)1.5 million recorded in the consolidated statement of
operations. Additional cash was received in 1999 in the amount of (L)4.5
million, which related to deferred amounts on acquisitions completed in prior
years.

  The effect of the above, and other dispositions, was as follows:

<TABLE>
<CAPTION>
                                              2001           2000           1999
-----------------------------------    -----------    -----------    -----------
                                                     ((L) million)
<S>                                    <C>            <C>            <C>
Net assets disposed of
Tangible assets                                3.9              -              -
Fixed asset investments                        0.5              -              -
Accounts receivable                           23.7              -            0.9
Deposits and cash                             15.2              -           (0.1)
Accounts payable                             (31.4)          (0.1)          (0.8)
                                       -----------    -----------    -----------
                                              11.9           (0.1)             -
Minority interest                             (6.2)             -              -
Goodwill written off                          18.7            0.2            3.0
(Loss)/gain on disposal                       (4.1)           0.2            1.5
                                       -----------    -----------    -----------
Total Proceeds                                20.3            0.3            4.5
===================================    ===========    ===========    ===========
Satisfied by
Cash                                          20.3            0.1            4.5
Deferred consideration                           -            0.2              -
                                       -----------    -----------    -----------
                                              20.3            0.3            4.5
===================================    ===========    ===========    ===========
</TABLE>


  The subsidiaries disposed of during the year did not have a material effect
on the Group's operating cash flow.

  The cash inflow of (L)20.6 million shown as "Sale of subsidiaries" in the
consolidated statement of cash flows includes (L)0.3 million relating to
deferred consideration received during 2001 in respect of disposals completed
in prior years.

Note 3 - Segmental analysis

<TABLE>
<CAPTION>
Geographical analysis by location
  of client                                   2001           2000           1999
-----------------------------------    -----------    -----------    -----------
                                                     ((L) million)
<S>                                    <C>            <C>            <C>
Commissions and fees
United Kingdom                               183.9          178.4          163.2
North America                                508.6          433.2          391.0
Rest of the World                            249.4          204.4          173.6
                                       -----------    -----------    -----------
                                             941.9          816.0          727.8
===================================    ===========    ===========    ===========
</TABLE>


  The above table analyzes commissions and fees by the address of the client
from whom the business is derived. This does not necessarily reflect the
original source or location of the business.


                                      F-11

<PAGE>


Note 3 - Segmental analysis (continued)

<TABLE>
<CAPTION>
Geographical analysis by location
  of company                                  2001           2000           1999
-----------------------------------    -----------    -----------    -----------
                                                     ((L) million)
<S>                                    <C>            <C>            <C>
Commissions and fees
United Kingdom                               357.9          315.6          280.6
North America                                464.7          406.5          359.7
Rest of the World                            119.3           93.9           87.5
                                       -----------    -----------    -----------
                                             941.9          816.0          727.8
                                       -----------    -----------    -----------
Operating revenues
United Kingdom                               389.5          344.7          306.4
North America                                476.7          419.7          370.9
Rest of the World                            122.2           96.6           89.1
                                       -----------    -----------    -----------
                                             988.4          861.0          766.4
                                       -----------    -----------    -----------
Operating income/(loss)
United Kingdom                               102.1           65.1          (25.2)
North America                                 96.3           51.9            5.4
Rest of the World                             23.9           12.9           16.8
                                       -----------    -----------    -----------
                                             222.3          129.9           (3.0)
                                       -----------    -----------    -----------
Depreciation and amortization                 25.7           26.7           26.8
                                       -----------    -----------    -----------
Capital expenditure                           29.2           19.9           26.6
===================================    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Net assets
United Kingdom                                              (48.5)        (110.0)
North America                                               126.3           85.9
Rest of the World                                           140.3          122.3
                                                      -----------    -----------
                                                            218.1           98.2
                                                      -----------    -----------
Total assets
United Kingdom                                            3,554.6        2,888.1
North America                                             2,746.2        2,334.5
Rest of the World                                           246.9          242.6
                                                      -----------    -----------
                                                          6,547.7        5,465.2
==================================================    ===========    ===========
</TABLE>


                                      F-12

<PAGE>


Note 4 - Exceptional items

  Exceptional items for the year ended December 31, 1999 consisted of:

(i) Pensions review

  The pensions review provision was increased by (L)40 million (see Note 22 -
Provisions for liabilities and charges) as the estimated cost of compensation
and administration increased as a consequence of falling UK interest rates,
changes in financial and demographic assumptions prescribed by the Regulator
and the prospect of having to rework a substantial number of previously agreed
claims as a result of the Regulator's announcement in December 1999 of the
discovery of errors in the prescribed method of calculating compensation.

(ii) Restructuring charges

  A charge of (L)10.5 million was made in 1999 to cover the costs of
implementing changes to business processes in the North American operations
during 2000. The charge comprised (L)4.0 million for severance payments
covering 275 employees and (L)6.5 million for property leases in excess of
Group requirements.

(iii) Financing costs

  In connection with the issue of the 9% Senior Subordinated Notes, fees
amounting to (L)4.1 million were written off during 1999.


                                      F-13

<PAGE>


Note 5 - Operating income/(loss)

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Operating income/(loss) was arrived at after (crediting)/charging:
Interest receivable                                                                             (33.0)         (32.5)         (28.1)
Investment income                                                                               (13.5)         (12.5)         (10.5)
                                                                                          -----------    -----------    -----------
Interest and investment income                                                                  (46.5)         (45.0)         (38.6)
                                                                                          -----------    -----------    -----------
Auditors' remuneration
Audit fees                                                                                        1.1            1.0            0.9
Other services provided by auditors (United Kingdom only)                                         0.7            0.2            0.7
Depreciation and amortization on owned assets                                                    25.7           26.7           26.8
Operating lease rentals
Land and buildings                                                                               36.0           36.8           34.3
Equipment                                                                                         7.8            6.8            5.2
======================================================================================    ===========    ===========    ===========
</TABLE>


Note 6 - Employees

<TABLE>
<CAPTION>
Salaries and associated expenses                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Salaries                                                                                        466.9          429.8          396.2
Social security costs                                                                            34.5           31.1           27.4
Other pension costs                                                                              13.0           13.4           20.1
                                                                                          -----------    -----------    -----------
                                                                                                514.4          474.3          443.7
======================================================================================    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                                             Average for year ended December 31,
                                                                                          -----------------------------------------
Number of Group employees                                                                        2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                          (Number)
<S>                                                                                       <C>            <C>            <C>
United Kingdom                                                                                  3,409          3,690          3,695
North America                                                                                   3,763          3,918          4,324
Rest of the World                                                                               2,992          2,162          1,427
                                                                                          -----------    -----------    -----------
                                                                                               10,164          9,770          9,446
======================================================================================    ===========    ===========    ===========
</TABLE>


Note 7 - Interest income

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Interest receivable from parent company                                                          55.9           58.2           56.1
Other interest receivable                                                                         2.3              -            0.7
                                                                                          -----------    -----------    -----------
                                                                                                 58.2           58.2           56.8
======================================================================================    ===========    ===========    ===========
</TABLE>


                                      F-14

<PAGE>


Note 8 - Interest expense

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Bank loans and overdrafts                                                                        53.8           55.9           53.1
Amortization of bank fees                                                                         2.2            1.3            1.1
Other                                                                                             0.9            0.7              -
                                                                                          -----------    -----------    -----------
                                                                                                 56.9           57.9           54.2
======================================================================================    ===========    ===========    ===========
</TABLE>


Note 9 - Income/(loss) before taxation

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
United Kingdom                                                                                  149.5           99.1          (24.1)
North America                                                                                    52.1           21.1            8.2
Rest of the World                                                                                25.1            9.5           23.6
                                                                                          -----------    -----------    -----------
                                                                                                226.7          129.7            7.7
======================================================================================    ===========    ===========    ===========
</TABLE>


Note 10 - Taxation

<TABLE>
<CAPTION>
Charge for the year                                                                              2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
UK corporation tax at 30%
   (2000 : 30%, 1999 : 30.3%)                                                                    45.9           16.4           12.0
United States                                                                                    23.7           12.1            1.6
Rest of the World                                                                                 8.5            9.7           10.3
Deferred tax                                                                                      0.5           (3.1)         (14.2)
Overprovision in prior years                                                                     (2.4)          (0.7)          (0.5)
                                                                                          -----------    -----------    -----------
                                                                                                 76.2           34.4            9.2
Associates                                                                                        2.7            2.4            1.9
                                                                                          -----------    -----------    -----------
Charge for the year                                                                              78.9           36.8           11.1
======================================================================================    ===========    ===========    ===========
</TABLE>


  There was no tax effect in either 2001 or 2000 resulting from exceptional
items.

  The standard rate of tax for the year, based on the UK standard rate of
corporation tax, is 30%. The actual tax charge for the current and previous
years differs from the standard rate for the reasons set out in the following
reconciliation.


                                      F-15

<PAGE>


Note 10 - Taxation (continued)

<TABLE>
<CAPTION>
Reconciliation of UK statutory rate to effective rate                                            2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                             (%)
<S>                                                                                       <C>            <C>            <C>
UK statutory rate                                                                                30.0           30.0           30.3
Profits taxed at other than UK statutory rate
 United States                                                                                    2.3            1.6          (11.9)
 Rest of World                                                                                    1.2            3.0           31.3
 Capital gains not currently taxable or reduced by other reliefs                                 (1.9)          (0.3)          (1.4)
 Permanent differences and other items                                                            2.0           (5.3)          99.2
 Prior year adjustments                                                                          (0.9)          (0.6)          (4.4)
 Disallowable costs incurred by the company on the acquisition                                      -              -            1.5
 Disallowable consolidated goodwill eliminated on disposal                                        2.1              -              -
                                                                                          -----------    -----------    -----------
Effective rate                                                                                   34.8           28.4          144.6
======================================================================================    ===========    ===========    ===========
</TABLE>


  Permanent differences and other items for 1999 largely relate to provisions,
principally those relating to the pensions review, not being recognized as a
tax deduction in 1999.

Note 11 - Dividends

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
First interim                                                                                     8.2           42.6           61.1
Second interim                                                                                      -           30.1           13.7
                                                                                          -----------    -----------    -----------
                                                                                                  8.2           72.7           74.8
======================================================================================    ===========    ===========    ===========
</TABLE>


Note 12 - Net income/(loss) per ordinary share

  Net income/(loss) per ordinary share has been calculated using net income
and the weighted average number of ordinary shares in issue during the year
ended December 31, 2001 of 479.3 million (2000 : 476.5 million, 1999 : 470.8
million).

Note 13 - Current asset investments

<TABLE>
<CAPTION>
                                                          2001              2000
-------------------------------------------     --------------    --------------
                                                         ((L) million)
<S>                                            <C>               <C>
Listed investments (market value (L)35.3
  million (2000 : (L)42.2 million))                       34.4              41.7
Unlisted investments                                     295.7             276.7
                                                --------------    --------------
                                                         330.1             318.4
===========================================     ==============    ==============
</TABLE>


  Listed investments mainly comprise investments that were purchased with the
intention of holding to maturity. Unlisted investments comprise commercial
paper and certificates of deposit.


                                      F-16

<PAGE>


Note 14 - Accounts receivable

<TABLE>
<CAPTION>
                                                          2001              2000
-------------------------------------------     --------------    --------------
                                                         ((L) million)
<S>                                            <C>               <C>
Due within one year
 Trade receivables                                     3,909.4           3,102.6
 Less: provision for bad and doubtful
  debts                                                  (17.2)            (15.7)
                                                --------------    --------------
                                                       3,892.2           3,086.9
 Amounts owed by parent companies                        748.9             614.5
 Amounts owed by associates                                0.1               0.2
 Corporate tax                                             0.1               0.5
 Prepayments and accrued revenue                          88.3              89.4
 Other receivables                                        29.5              29.2
                                                --------------    --------------
                                                       4,759.1           3,820.7
Due after more than one year
 Trade receivables                                         3.3               6.1
 Amounts owed by parent companies                        542.9             638.3
 Deferred tax (see Note 23)                               12.4              12.3
 Other receivables                                        30.6              34.4
                                                --------------    --------------
                                                       5,348.3           4,511.8
===========================================     ==============    ==============
</TABLE>


  The level of insurance brokerage receivables is no indication of credit
risk, since the status of the insurance broker as agent means that generally
the credit risk is borne by the principals; nor is it an indication of future
cash flows as it is normal practice for insurance brokers to settle accounts
with clients, insurers, other intermediaries and market settlement bureaux on
a net basis. The simultaneous recording of an insurance brokerage transaction
between client and insurer results in a high level of correlation between
insurance brokerage receivables and payables.

  The costs charged to the consolidated statements of operations in respect of
provisions for bad and doubtful debts were (L)6.8 million, (L)5.2 million and
(L)6.3 million in the years ended December 31, 2001, 2000, and 1999
respectively.


                                      F-17

<PAGE>


Note 15 - Intangible assets - goodwill

<TABLE>
<CAPTION>
                                                                                          2001               2000              1999
----------------------------------------------------------------------------    --------------     --------------    --------------
                                                                                                   ((L) million)
<S>                                                                             <C>               <C>               <C>
Cost or valuation
January 1,                                                                                39.3               32.0              20.0
Exchange adjustments                                                                       0.1                0.3               0.1
Acquisitions                                                                               4.6                7.0              11.9
Dispositions                                                                             (10.1)                 -                 -
                                                                                --------------     --------------    --------------
December 31,                                                                              33.9               39.3              32.0
                                                                                --------------     --------------    --------------
Amortization
January 1,                                                                                (4.1)              (1.9)             (0.3)
Provided in the year                                                                      (2.6)              (2.2)             (1.6)
Dispositions                                                                               1.5                  -                 -
                                                                                --------------     --------------    --------------
December 31,                                                                              (5.2)              (4.1)             (1.9)
                                                                                --------------     --------------    --------------
Net book value
December 31,                                                                              28.7               35.2              30.1
============================================================================    ==============     ==============    ==============
</TABLE>


Note 16 - Tangible assets

<TABLE>
<CAPTION>
                                                    Furniture,
                                   Land and      equipment and
                                  buildings           vehicles             Total
-------------------------    --------------     --------------    --------------
                                                ((L) million)
<S>                          <C>               <C>               <C>
Year ended December 31,
  2001
Cost or valuation
January 1, 2001                        93.6              130.5             224.1
Exchange adjustments                    0.1                0.6               0.7
Additions                               6.5               22.7              29.2
Disposals                              (2.0)             (30.7)            (32.7)
Arising from
  acquisitions                            -                0.6               0.6
                             --------------     --------------    --------------
December 31, 2001                      98.2              123.7             221.9
                             --------------     --------------    --------------
Depreciation
January 1, 2001                       (19.3)             (76.8)            (96.1)
Exchange adjustments                    0.1               (0.3)             (0.2)
Provided in the year                   (5.6)             (17.5)            (23.1)
Disposals                               0.7               24.7              25.4
Arising from
  acquisitions                            -               (0.2)             (0.2)
                             --------------     --------------    --------------
December 31, 2001                     (24.1)             (70.1)            (94.2)
                             --------------     --------------    --------------
Net book value
December 31, 2001                      74.1               53.6             127.7
=========================    ==============     ==============    ==============
</TABLE>


                                      F-18

<PAGE>


Note 16 - Tangible assets (continued)

<TABLE>
<CAPTION>
                                                     Furniture
                                   Land and      equipment and
                                  buildings           vehicles             Total
-------------------------    --------------     --------------    --------------
                                                ((L) million)
<S>                          <C>               <C>               <C>
Year ended December 31,
  2000
Cost or valuation
January 1, 2000                        92.7              127.8             220.5
Exchange adjustments                    0.7                2.9               3.6
Additions                               3.3               16.6              19.9
Disposals                              (3.1)             (18.7)            (21.8)
Arising from
  acquisitions                            -                1.9               1.9
                             --------------     --------------    --------------
December 31, 2000                      93.6              130.5             224.1
                             --------------     --------------    --------------
Depreciation
January 1, 2000                       (15.6)             (69.2)            (84.8)
Exchange adjustments                      -               (1.1)             (1.1)
Provided in the year                   (5.2)             (19.3)            (24.5)
Disposals                               1.5               14.1              15.6
Arising from
  acquisitions                            -               (1.3)             (1.3)
                             --------------     --------------    --------------
December 31, 2000                     (19.3)             (76.8)            (96.1)
                             --------------     --------------    --------------
Net book value
December 31, 2000                      74.3               53.7             128.0
=========================    ==============     ==============    ==============
Year ended December 31,
  1999
Cost or valuation
January 1, 1999                        96.1              150.7             246.8
Exchange adjustments                      -                0.2               0.2
Additions                               3.2               23.4              26.6
Disposals                              (6.6)             (47.9)            (54.5)
Arising from
  acquisitions                            -                1.4               1.4
                             --------------     --------------    --------------
December 31, 1999                      92.7              127.8             220.5
                             --------------     --------------    --------------
Depreciation
January 1, 1999                       (12.7)             (92.5)           (105.2)
Provided in the year                   (5.4)             (19.8)            (25.2)
Disposals                               2.5               43.6              46.1
Arising from
  acquisitions                            -               (0.5)             (0.5)
                             --------------     --------------    --------------
December 31, 1999                     (15.6)             (69.2)            (84.8)
                             --------------     --------------    --------------
Net book value
December 31, 1999                      77.1               58.6             135.7
=========================    ==============     ==============    ==============
</TABLE>


                                      F-19

<PAGE>


Note 16 - Tangible assets (continued)

<TABLE>
<CAPTION>
Net book value of land and buildings                                                      2001               2000              1999
----------------------------------------------------------------------------    --------------     --------------    --------------
                                                                                                   ((L) million)
<S>                                                                             <C>               <C>               <C>
Freehold : Land                                                                           17.0               18.1              18.1
        Buildings                                                                         41.2               42.7              44.8
Leasehold : Long                                                                             -                  -                 -
        Short                                                                             15.9               13.5              14.2
                                                                                --------------     --------------    --------------
                                                                                          74.1               74.3              77.1
============================================================================    ==============     ==============    ==============
</TABLE>


  The transitional rules of FRS 15 "Tangible fixed assets" have been adopted
for Group properties, which permit the retention of the carrying values at the
previously revalued amounts. The Group's principal properties, valued at
December 31, 1995, will not be subject to further revaluations. Other fixed
assets are shown at historical cost to the Group. Any impairment in the value
of fixed assets is charged to the statement of operations in accordance with
FRS 11 "Impairment of fixed assets and goodwill".

  The Group's principal freehold properties were valued at December 31, 1995
on the basis of open market value for existing use. The carrying value of
these revalued properties, at December 31, 2001, was (L)57.3 million (2000 :
(L)57.3 million, 1999 : (L)57.7 million) and the accumulated depreciation was
(L)11.1 million (2000 : (L)9.1 million, 1999 : (L)7.7 million). On an
historical cost basis these properties would be included at cost of (L)57.1
million (2000 : (L)57.1 million, 1999 : (L)57.1 million) less accumulated
depreciation of (L)25.6 million (2000 : (L)23.7 million, 1999 : (L)21.8
million).

  No tax would be payable on the realization of revalued properties at their
net funds value by virtue of available capital loss carryforwards.

Note 17 - Investments

<TABLE>
<CAPTION>
                                                                                        Shares held           Other
                                                                          Associates    by ESOPs(i)     investments           Total
 -------------------------------------------------------------------    ------------   ------------    ------------    ------------
                                                                                               ((L) million)
<S>                                                                    <C>             <C>             <C>             <C>
Year ended December 31, 2001
Cost
January 1, 2001                                                                 43.5            2.5             4.5            50.5
Exchange adjustments                                                            (0.2)             -               -            (0.2)
Additions                                                                          -              -             0.2             0.2
Disposals                                                                       (0.3)          (0.8)           (0.4)           (1.5)
Share of undistributed net income of associates                                  3.3              -               -             3.3
                                                                        ------------   ------------    ------------    ------------
December 31, 2001                                                               46.3            1.7             4.3            52.3
                                                                        ------------   ------------    ------------    ------------
Provisions
January 1, 2001                                                                 (3.5)          (0.8)           (1.5)           (5.8)
Exchange adjustments                                                               -           (0.1)              -            (0.1)
Amortization                                                                    (1.4)          (0.8)              -            (2.2)
Disposals                                                                          -            0.8             0.1             0.9
                                                                        ------------   ------------    ------------    ------------
December 31, 2001                                                               (4.9)          (0.9)           (1.4)           (7.2)
                                                                        ------------   ------------    ------------    ------------
Net book value
December 31, 2001                                                               41.4            0.8             2.9            45.1
 ===================================================================    ============   ============    ============    ============
</TABLE>


                                      F-20

<PAGE>


Note 17 - Investments (continued)

<TABLE>
<CAPTION>
                                                                                        Shares held           Other
                                                                          Associates    by ESOPs(i)     investments           Total
 -------------------------------------------------------------------    ------------   ------------    ------------    ------------
                                                                                               ((L) million)
<S>                                                                    <C>             <C>             <C>             <C>
Year ended December 31, 2000
Cost
January 1, 2000                                                                 42.0            3.6             4.2            49.8
Exchange adjustments                                                             0.2            0.2            (0.1)            0.3
Additions                                                                        0.9              -             1.5             2.4
Disposals                                                                          -           (1.3)           (1.1)           (2.4)
Share of undistributed net income of associates                                  0.4              -               -             0.4
                                                                        ------------   ------------    ------------    ------------
December 31, 2000                                                               43.5            2.5             4.5            50.5
                                                                        ------------   ------------    ------------    ------------
Provisions
January 1, 2000                                                                 (2.1)          (1.1)              -            (3.2)
Exchange adjustments                                                               -           (0.1)              -            (0.1)
Provided in the year                                                               -              -            (1.5)           (1.5)
Amortization                                                                    (1.4)          (0.7)              -            (2.1)
Disposals                                                                          -            1.1               -             1.1
                                                                        ------------   ------------    ------------    ------------
December 31, 2000                                                               (3.5)          (0.8)           (1.5)           (5.8)
                                                                        ------------   ------------    ------------    ------------
Net book value
December 31, 2000                                                               40.0            1.7             3.0            44.7
 ===================================================================    ============   ============    ============    ============
</TABLE>


                                      F-21

<PAGE>


Note 17 - Investments (continued)

<TABLE>
<CAPTION>
                                                                                       Shares held           Other
                                                                       Associates         by ESOPs(i)  investments            Total
----------------------------------------------------------------    -------------    -------------   -------------    -------------
                                                                                             ((L) million)
<S>                                                                 <C>              <C>             <C>              <C>
Year ended December 31, 1999
Cost
January 1, 1999                                                              29.0              3.6             3.3             35.9
Exchange adjustments                                                         (1.3)             0.1               -             (1.2)
Additions                                                                    11.5                -             1.3             12.8
Capital repayment                                                            (0.9)               -               -             (0.9)
Disposals                                                                       -             (0.1)           (0.4)            (0.5)
Share of undistributed net income of associates                               3.7                -               -              3.7
                                                                    -------------    -------------   -------------    -------------
December 31, 1999                                                            42.0              3.6             4.2             49.8
                                                                    -------------    -------------   -------------    -------------
Provisions
January 1, 1999                                                              (0.7)            (0.8)              -             (1.5)
Amortization                                                                 (1.4)            (0.4)              -             (1.8)
Disposals                                                                       -              0.1               -              0.1
                                                                    -------------    -------------   -------------    -------------
December 31, 1999                                                            (2.1)            (1.1)              -             (3.2)
                                                                    -------------    -------------   -------------    -------------
Net book value
December 31, 1999                                                            39.9              2.5             4.2             46.6
================================================================    =============    =============   =============    =============
</TABLE>


(i) The Group has Employee Stock Ownership Plans (the "ESOPs") which invest in
    common shares of the ultimate parent company, Willis Group Holdings
    Limited. The trustees of the ESOPs transferred 424,724, 527,495 and 34,687
    common shares during the years ended December 31, 2001, 2000 and 1999,
    respectively. At December 31, 2001, 2000 and 1999, the ESOP shares
    outstanding were 828,687, 1,253,411 and 1,780,906, respectively,
    representing approximately 0.6%, 1.0% and 1.5% of the total common shares
    of Willis Group Holdings Limited. Willis Group Holdings Limited shares are
    listed on the New York Stock Exchange. The fair market value of the common
    shares held by the ESOP at December 31, 2001 was (L)13.4 million. No
    dividends have been distributed on the common shares held by the ESOPs.

  Unaudited condensed financial information for associates, in the aggregate,
is presented below.

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Operating revenues                                                                              213.4          188.7          183.0
Operating income                                                                                 24.2           21.9           21.7
Net income                                                                                       16.4           11.1           20.2
======================================================================================    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Current assets                                              446.4          433.0
Fixed assets                                                 65.3           73.2
                                                      -----------    -----------
                                                            511.7          506.2
                                                      ===========    ===========
Current liabilities                                         435.1          425.4
Noncurrent liabilities                                       23.5           29.4
Shareholders' equity                                         53.1           51.4
                                                      -----------    -----------
                                                            511.7          506.2
==================================================    ===========    ===========
</TABLE>


                                      F-22

<PAGE>


Note 17 - Investments (continued)

  Associates at December 31, 2001, which principally affected the Group's
financial position and results of operations, all of which are insurance
brokers and were accounted for under the equity accounting method, were:

<TABLE>
<CAPTION>
                                                                      Percentage
                                                                    ownership of
Name of associate                                 Country           common stock
 ----------------------------------------------   -------------    -------------
<S>                                               <C>              <C>
Al-Futtaim Willis Faber (Private) Limited         Dubai                       49
Willis GmbH & Co. K.G.
  (formerly Jaspers Wuppesahl Industrie
  Assekuranz GmbH & Co., K.G. ("Jaspers
  Wuppesahl"))                                    Germany                     45
Gras Savoye & Cie ("Gras Savoye")                 France                      33
Willis A/S                                        Denmark                     30
Herzfeld & Levy S.A.                              Argentina                   40
 ==============================================   =============    =============
</TABLE>


Note 18 - Other current liabilities

<TABLE>
<CAPTION>
                                                           2001             2000
 ----------------------------------------------   -------------    -------------
                                                           ((L) million)
<S>                                               <C>              <C>
Amounts owed to parent companies                          678.7            678.8
Income tax and social security                             10.6             10.2
Other payables                                             93.3            110.3
                                                  -------------    -------------
                                                          782.6            799.3
 ==============================================   =============    =============
</TABLE>


Note 19 - Bank loans and overdrafts

  Short-term bank loans and overdrafts due in less than one year at December
31, 2001 and 2000, amounted to (L)nil and (L)8.7 million, respectively. The
weighted average interest rate payable on short-term bank loans and overdrafts
outstanding at December 31, 2000 was 7.9%.

  Aggregate maturities of noncurrent bank loans for the five years subsequent
to December 31, are as follows:

<TABLE>
<CAPTION>
Bank loans repayable in more than one year                 2001             2000
 ----------------------------------------------   -------------    -------------
                                                           ((L) million)
<S>                                               <C>              <C>
Between three and four years                               57.1              7.3
Between four and five years                                81.6             62.9
Thereafter                                                101.3            201.5
                                                  -------------    -------------
                                                          240.0            271.7
 ==============================================   =============    =============
</TABLE>


Senior credit facility

  During 1998, the Group entered into a Senior Credit Facility agreement
comprising Term Loans of $450 million and a Revolving Credit Facility of $150
million.

  The Term Loans were fully drawn down on November 19, 1998 and are arranged
in four tranches that are repayable between 2005 and 2008. The loans accrue
interest at the London Inter-Bank Offered Rate ("LIBOR") plus a variable
margin. With effect from February 19, 1999 the Group entered into a swap
transaction to exchange the applicable LIBOR rate for a fixed rate. At that
date the weighted average interest rate was 7.7%.


                                      F-23

<PAGE>


Note 19 - Bank loans and overdrafts (continued)

  Pursuant to the Senior Credit Facility agreement, the Group makes loan
repayments based on the amortization schedule specified in the agreement. In
addition, during 2001 and 2000, the Group made non-mandatory early repayments
totaling (L)41.7 million and (L)20.9 million, respectively. As a consequence,
the Group's next scheduled repayment under the facility is not due until 2005.
For the years ended December 31, 2001 and 2000, the weighted-average interest
rate relating to all loans under the Senior Credit Facility ranged from 5.63% to
6.88% and 8.40% to 9.22%, respectively; net of an interest rate swap, the ranges
were 6.26% to 7.50% and 6.96% to 7.76%.

  The Senior Credit Facility agreement also includes a Revolving Credit
Facility of $150 million; such facility is available for working capital
requirements and general corporate purposes, subject to certain limitations,
until 2005. The Revolving Credit Facility is available for loans denominated
in US dollars, pounds sterling and certain other currencies and for letters of
credit, including to support loan note guarantees. At December 31, 2001 and
2000, the balance drawn on this facility was (L)nil.

  The Senior Credit Facility agreement contains numerous operating and
financial covenants, including, without limitation, requirements to maintain
minimum ratios of adjusted earnings before interest, tax, depreciation and
amortization ("EBITDA"), to interest and maximum levels of indebtedness in
relation to adjusted EBITDA. In addition, the credit agreement includes
covenants relating to limitation on liens, limitations on sales and other
disposals of assets, limitations on indebtedness and other liabilities,
limitations on capital expenditures, limitations on investments, mergers,
acquisitions, loans and advances, limitations on dividends and other
distributions, limitations on prepayment, redemption or amendment of the
Senior Subordinated Notes, maintenance of property, environmental matters,
employee benefit matters, maintenance of insurance, nature of business,
compliance with applicable laws, corporate existence and rights, payment of
taxes and access to information and properties. At December 31, 2001, the
Group was in compliance with all covenants.

9% Senior Subordinated Notes

  In February 1999, Willis North America Inc. ("Willis North America"),
refinanced a short-term loan by issuing 9% Senior Subordinated Notes due 2009
(the "Notes") in the aggregate principal amount of $550 million. The interest
on the Notes is payable semiannually on February 1 and August 1 of each year,
beginning August 1, 1999.

  The Notes are redeemable at the option of Willis North America in the
following cases:

    o   On or before February 1, 2002, Willis North America was able to redeem
        up to 35% of the aggregate principal amount of the Notes at a
        redemption price equal to 109% of the aggregate principal amount of
        those Notes, plus accrued and unpaid interest, using the net proceeds
        of certain equity offerings.

    o   From and after February 1, 2004, Willis North America may redeem the
        Notes, in whole or in part, at a redemption price equal to 104.5% of
        the aggregate principal amount of the Notes being redeemed in 2004,
        which percentage declines by 1.5% per annum over the next years to 100%
        in 2007, plus accrued and unpaid interest.

  During 2001, Willis North America bought back and canceled Notes totaling
(L)77.4 million. The difference between the market price paid and the book
value was not material.


                                      F-24

<PAGE>


Note 19 - Bank loans and overdrafts (continued)

  If Willis North America becomes subject to a change of control, holders of
its Notes will have the right to require the Group to purchase all of their
Notes at a price equal to 101% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest to the date of repurchase. In addition, under
specified circumstances, Willis North America will be required to offer to
purchase the Notes at a price equal to 100% of the principal amount of the
Notes, plus accrued and unpaid interest to the date of purchase, with the
excess proceeds of certain assets sales.

  The indenture for the Notes contains covenants that, among other things,
limit the ability of Willis North America, Willis Group Limited, Willis
Partners and some of their subsidiaries to incur additional indebtedness and
issue preferred stock; pay dividends or make other distributions; repurchase
capital stock or subordinated indebtedness; create liens; enter into some
transactions with associates; sell assets and assets of subsidiaries; issue or
sell capital stock of some subsidiaries; and enter into some mergers and
acquisitions. At December 31, 2001, the Group was in compliance with all
covenants.

Note 20 - Other noncurrent liabilities

<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Trade payables                                                3.7            3.5
Accruals and deferred income                                  1.0            1.2
Other payables                                               31.6           31.2
                                                      -----------    -----------
                                                             36.3           35.9
==================================================    ===========    ===========
</TABLE>


Note 21 - Operating lease commitments

  The Group leases certain land, buildings and equipment under various
operating lease arrangements. Original non-cancelable lease terms typically
are between 10 and 20 years and may contain escalation clauses, along with
options that permit early withdrawal. The total amount of the minimum rent is
expensed on a straight-line basis over the minimum lease period.

  At December 31, 2001, the aggregate future minimum rental commitments under
all non-cancelable operating lease agreements are as follows:

<TABLE>
<CAPTION>
                                                                               Land and Buildings                  Other
                                                                           --------------------------    --------------------------
                                                                                  2001           2000           2001           2000
-----------------------------------------------------------------------    -----------    -----------    -----------    -----------
                                                                                                ((L) million)
<S>                                                                        <C>            <C>            <C>            <C>
Payments committed to be made within one year for leases expiring:
in less than one year                                                              3.2            2.5            0.7            0.4
between one and five years                                                        11.4           12.1            2.4            4.0
after five years                                                                  18.3           18.0              -            0.2
                                                                           -----------    -----------    -----------    -----------
                                                                                  32.9           32.6            3.1            4.6
=======================================================================    ===========    ===========    ===========    ===========
</TABLE>


                                      F-25

<PAGE>


Note 21 - Operating lease commitments (continued)

  At December 31, 2001, the aggregate future minimum rental commitments under
all non-cancelable operating lease agreements are as follows:

<TABLE>
<CAPTION>
                                                                                  Gross rental       Rentals from        Net rental
                                                                                   commitments          subleases       commitments
----------------------------------------------------------------------------    --------------     --------------    --------------
                                                                                                   ((L) million)
<S>                                                                             <C>               <C>               <C>
2002                                                                                      36.0               (5.9)             30.1
2003                                                                                      30.4               (5.3)             25.1
2004                                                                                      26.9               (4.6)             22.3
2005                                                                                      21.8               (4.3)             17.5
2006                                                                                      19.6               (4.1)             15.5
Thereafter                                                                                66.4              (17.0)             49.4
                                                                                --------------     --------------    --------------
                                                                                         201.1              (41.2)            159.9
============================================================================    ==============     ==============    ==============
</TABLE>


  Rent expense amounted to (L)43.8 million and (L)43.6 million for the years
ended December 31, 2001 and 2000, respectively. The Group's rental income from
subleases was (L)4.1 million and (L)2.6 million for the years ended December
31, 2001 and 2000, respectively.


                                      F-26

<PAGE>


Note 22 - Provisions for liabilities and charges

<TABLE>
<CAPTION>
                                                              Pension
                                              Claims           review           Surplus
                                       provisions(i)    provision(ii)          property
                   provisions(iii)      Discontinued
                                          operations
                    provisions(iv)          Deferred
                                                 tax            Total
----------------------------------     -------------    -------------     -------------    -------------     ---------    ---------
                                                                              ((L) million)
<S>                                   <C>              <C>               <C>              <C>               <C>          <C>
January 1, 1999                                 27.5             20.7              16.9             23.7           6.0         94.8
Charged to income                               10.9             40.0               6.7                -         (14.2)        43.4
Utilized in the year                            (4.5)           (13.0)             (4.4)            (0.6)            -        (22.5)
Transferred to receivables                         -                -                 -                -           8.2          8.2
Exchange and other adjustments                   0.6                -                 -                -             -          0.6
                                       -------------    -------------     -------------    -------------     ---------    ---------
December 31, 1999                               34.5             47.7              19.2             23.1             -        124.5
Charged to income                                9.6                -               0.7                -             -         10.3
Utilized in the year                            (9.7)           (13.7)             (5.0)            (4.0)            -        (32.4)
Exchange and other adjustments                   0.5                -               0.5              1.7             -          2.7
                                       -------------    -------------     -------------    -------------     ---------    ---------
December 31, 2000                               34.9             34.0              15.4             20.8             -        105.1
Charged to income                               19.9                -               0.6                -             -         20.5
Utilized in the year                            (9.4)           (12.5)             (4.4)            (2.9)            -        (29.2)
Exchange and other adjustments                     -                -               0.1              0.1             -          0.2
                                       -------------    -------------     -------------    -------------     ---------    ---------
December 31, 2001                               45.4             21.5              11.7             18.0             -         96.6
==================================     =============    =============     =============    =============     =========    =========
</TABLE>


(i)   The claims provisions include estimates for liabilities that may arise
      from potential claims for errors and omissions.

(ii)  In common with many companies involved in selling personal pension plans
      in the UK, the Group's financial advisory business, Willis Corroon
      Financial Planning Limited ("WCFP"), is required by the Financial
      Services Authority ("the Regulator"), which regulates these matters, to
      review certain categories of personal pension plans sold to individuals
      between 1988 to 1994. WCFP is required to compensate those individuals
      who transferred from, opted out or did not join, their employer-
      sponsored pension plan if the expected benefits from their personal
      pension plan did not equal the benefits that would have been available
      from their employer-sponsored pension plan. Whether compensation is due
      to a particular individual, and the amount thereof, is dependent upon
      the subsequent performance of the personal pension plan sold and the net
      present value of the benefits that would have been available from the
      employer-sponsored pension plan calculated using financial and
      demographic assumptions prescribed by the Regulator. The Regulator
      currently requires all offers of compensation to be made by June 30,
      2002. In 1999, the pension review provision was increased by
      (L)40 million. This was necessitated by adverse changes in the
      demographic assumptions used and the Regulator's announcement of the
      discovery of errors in their prescribed method of calculating
      compensation resulting in the prospective reworking of previously
      settled claims. Although the Company considers the established
      provisions to be prudent and expects to pay out these provisions over
      the next two years, there remains some uncertainty as to the ultimate
      exposure relating to the review. This exposure is subject to a number of
      variable factors including, among others, the effect of future changes
      in prescribed UK interest rates and in financial and other assumptions
      which are issued by the Regulator on a quarterly basis.

(iii) Provisions for properties surplus to operational requirements.


                                      F-27

<PAGE>


Note 22 - Provisions for liabilities and charges (continued)

(iv)  Provisions for discontinued operations include estimates for future costs
      of administering the run-off of the former UK underwriting operations.
      These operations, which ceased underwriting new business in 1991,
      comprised Willis Faber (Underwriting Management) Limited, an underwriting
      agency, and Sovereign Marine & General Insurance Company Limited (in
      Scheme of Arrangement) ("Sovereign"), an insurance company. Sovereign was
      placed into provisional liquidation in July 1997 and in January 2000 a
      scheme of arrangement became effective.


Note 23 - Deferred tax

<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Opening balance                                              12.3            8.2
Transfer from income                                         (0.5)           3.1
Other adjustments                                             0.6            1.0
                                                      -----------    -----------
Closing balance                                              12.4           12.3
                                                      ===========    ===========
The deferred tax assets arise from:
Capital allowances                                           (8.5)          (8.4)
Timing differences                                           20.9           20.7
                                                      -----------    -----------
                                                             12.4           12.3
==================================================    ===========    ===========
</TABLE>


Note 24 - Notes to consolidated statements of cash flows

<TABLE>
<CAPTION>
Reconciliation of operating income/(loss) to
  net cash inflow from operating activities                                                      2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Operating income/(loss)                                                                         222.3          129.9           (3.0)
Exceptional items                                                                                   -              -           54.6
Cash outflow on exceptional items                                                                   -          (19.4)         (13.0)
Depreciation charges, loss on sale of tangible fixed assets and unlisted investments             23.1           27.1           28.6
Provision against unlisted investments                                                              -            1.5              -
Amortization of goodwill                                                                          2.6            2.2            1.6
Increase in receivables                                                                        (807.2)        (559.2)         (60.6)
Increase in payables                                                                          1,042.8          631.0          120.1
Net movement on provisions                                                                       (9.4)          (6.7)           2.1
                                                                                          -----------    -----------    -----------
Net cash inflow from operating activities                                                       474.2          206.4          130.4
======================================================================================    ===========    ===========    ===========
</TABLE>


                                      F-28

<PAGE>


Note 24 - Notes to consolidated statements of cash flows (continued)

<TABLE>
<CAPTION>
                                                  Cash and overdrafts                                Borrowings
                                          ------------------------------------                 -----------------------
                                                                                                     Due     Due after
                                                                                     Liquid       within     more than
                                               Cash   Overdrafts         Total    resources     one year      one year    Net funds
 -------------------------------------    ---------    ---------     ---------    ---------    ---------     ---------    ---------
                                                                                ((L) million)
<S>                                      <C>           <C>          <C>          <C>           <C>          <C>          <C>
January 1, 1999                               123.4         (6.2)        117.2        475.3        (99.9)         (6.1)       486.5
Cash flow before management of liquid
  resources and financing                      82.3         (3.8)         78.5            -            -             -         78.5
Management of liquid resources                (43.3)           -         (43.3)        43.3            -             -            -
Financing                                     (53.2)           -         (53.2)           -         41.8          11.4            -
Issue of share capital                          2.5            -           2.5            -            -             -          2.5
Non-cash movements                                -            -             -            -         32.6             -         32.6
Foreign exchange                               (1.2)         0.7          (0.5)         2.4         (6.6)         (5.3)       (10.0)
                                          ---------    ---------     ---------    ---------    ---------     ---------    ---------
December 31, 1999                             110.5         (9.3)        101.2        521.0        (32.1)            -        590.1
Cash flow before management of liquid
  resources and financing                     156.5          0.7         157.2            -            -             -        157.2
Management of liquid resources                (32.5)           -         (32.5)        32.5            -             -            -
Financing                                     (80.8)           -         (80.8)           -         80.8             -            -
Issue of share capital                          6.4            -           6.4            -            -             -          6.4
Non-cash movements                                -            -             -            -        (67.2)            -        (67.2)
Foreign exchange                                1.8         (0.1)          1.7         30.1        (45.9)            -        (14.1)
                                          ---------    ---------     ---------    ---------    ---------     ---------    ---------
December 31, 2000                             161.9         (8.7)        153.2        583.6        (64.4)            -        672.4
Cash flow before management of liquid
  resources and financing                     414.7          8.6         423.3            -            -             -        423.3
Management of liquid resources                 (5.4)           -          (5.4)         5.4            -             -            -
Financing                                    (171.7)           -        (171.7)           -        171.7             -            -
Capital contribution                            0.5            -           0.5            -            -             -          0.5
Non-cash movements                                -            -             -            -        (13.0)            -        (13.0)
Foreign exchange                               (1.7)         0.1          (1.6)        10.6        (24.1)            -        (15.1)
                                          ---------    ---------     ---------    ---------    ---------     ---------    ---------
December 31, 2001                             398.3            -         398.3        599.6         70.2             -      1,068.1
 =====================================    =========    =========     =========    =========    =========     =========    =========
</TABLE>


  Amounts in the 1999 cash flow have been restated to reflect a
reclassification of (L)8.1 million between overdrafts and liquid resources,
thus changing the decrease in cash in the year from (L)7.4 million to (L)15.5
million. Net funds are unaffected by this reclassification.


                                      F-29

<PAGE>


Note 24 - Notes to consolidated statements of cash flows (continued)

<TABLE>
<CAPTION>
Analysis of cash and short-term deposits and liquid resources
  as shown in the balance sheet                                                                  2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Cash
Cash and short-term deposits                                                                    667.8          427.1          363.5
Less: short-term deposits classified as liquid resources                                       (269.5)        (265.2)        (253.0)
                                                                                          -----------    -----------    -----------
                                                                                                398.3          161.9          110.5
======================================================================================    ===========    ===========    ===========
Liquid resources
Current asset investments                                                                       330.1          318.4          268.0
Short-term deposits                                                                             269.5          265.2          253.0
                                                                                          -----------    -----------    -----------
                                                                                                599.6          583.6          521.0
======================================================================================    ===========    ===========    ===========
</TABLE>


Note 25 - Financial instruments

  The Group's principal financial instruments, other than derivatives, comprise
bank loans and overdrafts, amounts owed to or from the parent companies, Senior
Credit Facility and the Notes, cash, deposits and investments. The Group also
enters into derivative transactions (principally interest rate swaps and forward
foreign currency contracts) in order to manage interest rate and currency risks
arising from the Group's operations and its sources of finance. The Group does
not hold financial instruments for trading purposes.

  The main risks arising from the Group's financial instruments are interest
rate risk, liquidity risk and foreign currency risk. The Board reviews and
agrees policies for managing each of these risks as summarized below.

  As permitted by FRS 13, "Derivatives and Other Financial Instruments:
Disclosures", short-term trade debtors and creditors have been omitted from
the following analysis.

Interest rate risk

  The Group's operations are financed principally through the Senior Credit
Facility, which has a variable interest rate and the Notes, which have a 9%
fixed interest rate. Interest rate swaps are used to generate the desired
interest rate profile and to manage the Group's exposure to interest rate
fluctuations. The Group's policy is to minimize its exposure to increases in
interest rates on its borrowings. Accordingly, the majority of the Group's
floating rate borrowings is currently hedged through the use of interest rate
swaps.

  Willis North America has entered into an interest rate swap agreement under
which its LIBOR-based variable rate interest payment obligations on the full
amount of the Term Loans have been swapped for fixed rate interest payment
obligations until the final maturity of those Term Loans. The swap agreement
provides for a reduction of the notional amount of the swap obligation on a
semi-annual basis, and to the extent the actual amount outstanding under the
Term Loans exceeds the notional amount at any time, Willis North America would
be exposed to the risk of increased interest rates on that excess.

  The differential to be paid or received is recognized as an adjustment to
interest expense as incurred. The swap agreement matures on or before the
Senior Credit Facility to which it is matched.


                                      F-30

<PAGE>


Note 25 - Financial instruments (continued)

  As a result of the Group's operating activities, the Group receives cash for
premiums and claims which it deposits in short-term investments denominated in
pounds sterling, US dollars and other foreign currencies. The Group earns
interest on these funds, which is included in the Group's financial statements
as interest income. These funds are regulated in terms of access and the
instruments in which they may be invested, most of which are short-term in
maturity. In order to manage interest rate risk arising from these financial
assets, the Group enters into interest rate swaps to receive a fixed rate of
interest and pay a variable rate of interest fixed in the various currencies
related to the short-term investments. The use of interest rate contracts
essentially converts groups of short-term investments to fixed rates. It is
Group policy that, for currencies with significant balances, a minimum of 25%
of forecast income arising is hedged for each of the next three years.

Liquidity risk

  The Group's objective is to ensure that it has the ability to generate
sufficient cash, either from internal or external sources, in a timely and
cost-effective manner, to meet its commitments as they fall due. The Group's
management of liquidity risk is embedded within its overall risk management
framework. Scenario analysis is continually undertaken to ensure that its
resources can comfortably meet the Group's liquidity requirements. These
resources are supplemented by a $150 million Revolving Credit Facility which
expires on November 19, 2005, but which is currently undrawn.

Foreign currency risk

  The Group's objective is to maximize its cash flow in US dollars. In all
locations with the exception of the UK, the Group predominantly generates
revenues and expenses in the local currency. In the UK, however, the Group
earns revenues in a number of different currencies but expenses are almost
entirely in pounds sterling. This mismatch creates a currency exposure.

  The Group's policy within the UK is to convert into sterling all revenues
arising in currencies other than US dollars together with sufficient US dollar
revenues to fund the remaining sterling expenses. Outside the UK, only those
cash flows necessary to fund mismatches between revenues and expenses are
converted into local currency; amounts remitted to the UK are generally
converted into sterling. These transactional currency exposures are
principally managed by entering into forward foreign exchange contracts.

  It is Group policy to hedge at least 25% of the next 12 months' exposures in
significant currencies.

  Translational exposures are not hedged.


                                      F-31

<PAGE>


Note 25 - Financial instruments (continued)

Interest rate risk profile of financial liabilities

  The interest rate profile of the financial liabilities of the Group, after
taking account of interest rate swaps is summarized below:

<TABLE>
<CAPTION>
                                                                            Floating
                                                                                rate
                                                                           financial     Financial liabilities on
                              Fixed rate financial liabilities           liabilities     which no interest is paid            Total
                         -------------------------------------------    ------------   ----------------------------    ------------
                                                            Weighted
                                            Weighted         average                                       Weighted
                                             average      period for                                        average
                                            interest      which rate                                   period until
Currency                      Amount            rate        is fixed          Amount         Amount        maturity
--------------------    ------------    ------------    ------------    ------------   ------------    ------------    ------------
                                ((L)                                            ((L)           ((L)                            ((L)
                            million)             (%)         (years)        million)       million)         (years)        million)
<S>                     <C>             <C>            <C>             <C>             <C>             <C>             <C>
At December 31, 2001
Sterling                           -               -               -               -            2.6               -             2.6
US dollar                      527.2            8.05             5.0            13.8          679.7               -         1,220.7
Other currencies                   -               -               -               -            0.1               -             0.1
                        ------------                                    ------------   ------------                    ------------
                               527.2                                            13.8          682.4                         1,223.4
====================    ============                                    ============   ============                    ============
At December 31, 2000
Sterling                           -               -               -             0.4            2.1               -             2.5
US dollar                      619.2            8.14             6.0            15.0          680.0               -         1,314.2
Other currencies                   -               -               -             8.3            0.3               -             8.6
                        ------------                                    ------------   ------------                    ------------
                               619.2                                            23.7          682.4                         1,325.3
====================    ============                                    ============   ============                    ============
</TABLE>


                                      F-32

<PAGE>


Note 25 - Financial instruments (continued)

Interest rate risk profile of financial assets

  The interest rate profile of the financial assets of the Group, after taking
account of interest rate swaps is summarized below:

<TABLE>
<CAPTION>
                                                                            Floating
                                                                                rate
                                                                           financial   Financial assets on which no
                                Fixed rate financial assets                   assets         interest is paid                 Total
                         -------------------------------------------    ------------   ----------------------------    ------------
                                                            Weighted
                                            Weighted         average                                       Weighted
                                             average      period for                                        average
                                            interest      which rate                                   period until
Currency                      Amount            rate        is fixed          Amount         Amount        maturity
--------------------    ------------    ------------    ------------    ------------   ------------    ------------    ------------
                                ((L)                                            ((L)           ((L)                            ((L)
                            million)             (%)         (years)        million)       million)         (years)        million)
<S>                     <C>             <C>            <C>             <C>             <C>             <C>             <C>
At December 31, 2001
Sterling                        81.5            6.58             1.2           115.4          617.6               -           814.5
US dollar                      808.0            6.75             3.2           350.4          134.6               -         1,293.0
Japanese yen                       -               -               -            24.3              -               -            24.3
Euro                            24.4            4.64             1.5            39.5              -               -            63.9
Other currencies                   -               -               -            97.3              -               -            97.3
                        ------------                                    ------------   ------------                    ------------
                               913.9                                           626.9          752.2                         2,293.0
====================    ============                                    ============   ============                    ============
At December 31, 2000
Sterling                        89.0            6.40             0.7            47.4          617.5               -           753.9
US dollar                      891.9            7.94             4.5           225.1            1.5               -         1,118.5
Japanese yen                       -               -               -            12.7              -               -            12.7
Euro                            11.3            4.00             0.5            31.2              -               -            42.5
Other currencies                   -               -               -            75.5            1.3               -            76.8
                        ------------                                    ------------   ------------                    ------------
                               992.2                                           391.9          620.3                         2,004.4
====================    ============                                    ============   ============                    ============
</TABLE>


Currency exposure

  The table below shows the Group's currency exposure after the effects of
forward contracts and other derivatives used to manage that exposure. The
amounts shown represent the net monetary assets and liabilities of the Group
that are not denominated in the functional currency of the operating unit
involved and so give rise to net currency gains and losses recognized in the
consolidated statements of operations.

<TABLE>
<CAPTION>
                                                                              Net foreign currency monetary assets/(liabilities)
                                                                           --------------------------------------------------------
Functional currency of Group operations                                       Sterling      US dollar          Other          Total
-----------------------------------------------------------------------    -----------    -----------    -----------    -----------
                                                                                                ((L) million)
<S>                                                                        <C>            <C>            <C>            <C>
At December 31, 2001
Sterling                                                                             -            4.8            0.2            5.0
US dollar                                                                         13.9              -            3.3           17.2
                                                                           -----------    -----------    -----------    -----------
                                                                                  13.9            4.8            3.5           22.2
=======================================================================    ===========    ===========    ===========    ===========
At December 31, 2000
Sterling                                                                             -           75.8            0.6           76.4
US dollar                                                                        (21.4)             -            3.8          (17.6)
                                                                           -----------    -----------    -----------    -----------
                                                                                 (21.4)          75.8            4.4           58.8
=======================================================================    ===========    ===========    ===========    ===========
</TABLE>


                                      F-33

<PAGE>


Note 25 - Financial instruments (continued)

Maturity of financial liabilities

  The maturity profile of the Group's financial liabilities at December 31, is
summarized below:

<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
On demand or within one year or less                        678.7          687.5
More than one year but not more than two years                3.7            3.5
More than two years but not more than five years            138.7           70.2
More than five years                                        402.3          564.1
                                                      -----------    -----------
                                                          1,223.4        1,325.3
==================================================    ===========    ===========
</TABLE>


Borrowing facilities

  The Group had undrawn committed facilities of (L)104.9 million, all of which
expire in less than
five years, available at December 31, 2001 (2000 : (L)102.7 million of which
(L)100.0 million expires in more than five years).

Fair Value

  The estimated fair value of the Group's financial instruments at December
31, is summarized below:

<TABLE>
<CAPTION>
                                                                                      2001                          2000
                                                                           --------------------------    --------------------------
                                                                                            Estimated                     Estimated
                                                                            Book value     fair value     Book value     fair value
-----------------------------------------------------------------------    -----------    -----------    -----------    -----------
                                                                                                ((L) million)
<S>                                                                        <C>            <C>            <C>            <C>
Primary financial instruments held or issued to finance the Group's
  operations
Cash and short-term deposits                                                     667.8          667.8          427.1          427.1
Current asset investments                                                        330.1          331.0          318.4          318.7
Trade receivables                                                                  3.3            3.3            6.1            6.1
Amounts due from parent companies                                              1,291.8        1,303.9        1,252.8        1,214.3
Short-term bank loans and overdrafts                                                 -              -           (8.7)          (8.7)
Trade payables                                                                    (3.7)          (3.7)          (3.5)          (3.5)
Amounts owed to parent companies                                                (678.7)        (678.7)        (678.8)        (678.8)
Long-term bank loans                                                            (240.0)        (240.0)        (271.7)        (271.7)
Notes                                                                           (301.0)        (313.1)        (362.6)        (324.1)
                                                                           -----------    -----------    -----------    -----------
                                                                               1,069.6        1,070.5          679.1          679.4
                                                                           -----------    -----------    -----------    -----------
Derivative financial instruments held to manage interest rate and
  currency exposure
Interest rate swaps- assets                                                          -           19.3              -           10.5
            - liabilities                                                            -           (7.1)             -           (1.2)
Forward foreign exchange contracts- assets                                           -            3.3              -            2.2
                       - liabilities                                                 -           (2.2)             -           (2.9)
=======================================================================    ===========    ===========    ===========    ===========
</TABLE>


                                      F-34

<PAGE>


Note 25 - Financial instruments (continued)

  Certain estimates and judgments were required to develop the fair value
amounts. The fair value amounts shown above are not necessarily indicative of
the amounts that the Group would realize upon disposition nor do they indicate
the Group's intent or ability to dispose of the financial instrument.

  The following methods and assumptions were used by the Group in estimating
its fair value disclosure for financial instruments:

    o   Cash and short-term deposits - The estimated fair value of these
        financial instruments approximates their carrying values due to their
        short maturities.

    o   Current asset investments - The fair value of these instruments are
        based on market prices.

    o   Amounts due from and payable to parent companies - The estimated fair
        value of those amounts classified as repayable in less than one year
        equates with their carrying value due to their short maturities.
        Amounts due from parent companies and classified as greater than one
        year have similar terms to the long-term bank loans and the Notes and
        have been discounted on a similar basis.

    o   Short-term bank loans and overdrafts - The estimated fair value of
        these financial instruments approximates their carrying values due to
        their short maturities.

    o   Long-term bank loans - The fair value of these instruments approximates
        the carrying value as the interest rates on such loans are variable.

    o   Notes - The estimated fair values of the Notes are based on current
        interest rates available to the Group for debt instruments with similar
        terms and remaining maturities.

    o   Trade receivables and payables - The estimated fair value of these
        financial instruments approximates their carrying values due to their
        short maturities.

    o   Derivative financial instruments - Market values have been used to
        determine the fair value of interest rate swaps and forward foreign
        exchange contracts based on estimated amounts the Group would receive
        or have to pay to terminate the agreements, taking into account the
        current interest rate environment or current foreign currency forward
        rates.


                                      F-35

<PAGE>


Note 25 - Financial instruments (continued)

Hedges

  Gains and losses on instruments used for hedging are not recognized until
the exposure that is being hedged is itself recognized. Unrecognized gains and
losses on instruments used for hedging are as follows:

<TABLE>
<CAPTION>
                                                                       Total net
December 31, 2001                            Gains         Losses gains/(losses)
-----------------------------------    -----------    -----------    -----------
                                                     ((L) million)
<S>                                    <C>            <C>            <C>
Unrecognized gains and losses on
  hedges at January 1, 2001                   12.7           (4.1)           8.6
Gains and losses arising in
  previous years that were
  recognized in 2001                          (1.4)           3.0            1.6
                                       -----------    -----------    -----------
Gains and losses arising before
  January 1, 2001 that were not
  recognized in 2001                          11.3           (1.1)          10.2
Gains and losses arising in 2001
  that were not recognized in 2001            11.3           (8.2)           3.1
                                       -----------    -----------    -----------
Unrecognized gains and losses on
  hedges at December 31, 2001                 22.6           (9.3)          13.3
                                       ===========    ===========    ===========
Of which:
Gains and losses expected to be
  recognized in 2002                           8.6           (1.6)           7.0
Gains and losses expected to be
  recognized in 2003 or later                 14.0           (7.7)           6.3
===================================    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                       Total net
December 31, 2000                            Gains         Losses gains/(losses)
-----------------------------------    -----------    -----------    -----------
                                                     ((L) million)
<S>                                    <C>            <C>            <C>
Unrecognized gains and losses on
  hedges at January 1, 2000                   18.8           (7.7)          11.1
Gains and losses arising in
  previous years that were
  recognized in 2000                          (2.1)           1.0           (1.1)
                                       -----------    -----------    -----------
Gains and losses arising before
  January 1, 2000 that were not
  recognized in 2000                          16.7           (6.7)          10.0
Gains and losses arising in 2000
  that were not recognized in 2000            (4.0)           2.6           (1.4)
                                       -----------    -----------    -----------
Unrecognized gains and losses on
  hedges at December 31, 2000                 12.7           (4.1)           8.6
                                       ===========    ===========    ===========
Of which:
Gains and losses expected to be
  recognized in 2001                           1.4           (3.0)          (1.6)
Gains and losses expected to be
  recognized in 2002 or later                 11.3           (1.1)          10.2
===================================    ===========    ===========    ===========
</TABLE>


                                      F-36

<PAGE>


Note 26 - Pensions

  The Group operates two principal pension schemes, one in the United Kingdom
and the other in the United States. Both schemes are of the defined benefit type
and are funded externally. The pension cost of both schemes is assessed in
accordance with the advice of professionally qualified actuaries, using the
projected unit credit method. The Group's total pension charge for the year was
(L)13.0 million (2000 : (L)13.4 million).

  The most recent actuarial valuation of the UK scheme was at December 31,
1998 and of the US scheme at January 1, 2001. The most recent actuarial
valuations have been reviewed and updated as at December 31, 2001 to take
account of the requirements of FRS 17, "Retirement Benefits", in order to
assess the liabilities of the schemes at December 31, 2001. Scheme assets are
stated at their market value at December 31, 2001.

<TABLE>
<CAPTION>
Financial assumptions                                          UK             US
--------------------------------------------------    -----------    -----------
                                                                 (%)
<S>                                                   <C>            <C>
Rate of increase in salaries                                  3.5            5.0
Rate of increase in pensions in payment                       3.0              -
Discount rate                                                 5.8            7.0
Inflation                                                     2.5            4.0
==================================================    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
Fair value of assets                                           UK             US
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Equities                                                    632.9          148.2
Bonds                                                        78.6           86.6
Other                                                        53.8              -
                                                      -----------    -----------
Total                                                       765.3          234.8
==================================================    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
Expected return                                                UK             US
--------------------------------------------------    -----------    -----------
                                                                 (%)
<S>                                                   <C>            <C>
Equities                                                      7.6            9.3
Bonds                                                         5.6            7.0
Other                                                         5.8              -
==================================================    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
Reconciliation of scheme assets and liabilities
  to the balance sheet                                         UK             US
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Total market value of assets                                765.3          234.8
Present value of scheme liabilities                        (670.3)        (256.1)
                                                      -----------    -----------
Surplus/(deficit)                                            95.0          (21.3)
Related deferred tax                                        (28.5)           8.5
                                                      -----------    -----------
Net pension asset/(liability)                                66.5          (12.8)
==================================================    ===========    ===========
</TABLE>


                                      F-37

<PAGE>


Note 27 - Capital commitments

<TABLE>
<CAPTION>
Capital commitments to acquire fixed assets                  2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Expenditure contracted for                                    1.7            1.7
==================================================    ===========    ===========
</TABLE>


Note 28 - Contingent liabilities

Put and call options relating to subsidiaries and associates

  For certain subsidiaries and associates, the Group has the right to purchase
shares ("a call option") from co-shareholders at various dates in the future.
In addition, the co-shareholders of certain subsidiaries and associates have
the right to sell ("a put option") their shares to the Group at various dates
in the future. Generally, the exercise price of such puts and calls is
formula-based (using revenues and earnings) and is designed to reflect fair
value.

  On inception of an option agreement, the Group records the puts and calls at
fair value. The put and call options are subsequently marked to market at each
reporting period with changes in value being recognized in the statements of
operations.

  On July 23, 1997, the Group entered into an agreement with Gras Savoye
whereby, among other things, the co-shareholders of Gras Savoye (other than
management) have the right to sell their shares to the Group possibly
increasing the Company's ownership interest from 33% to 90%. The option
expires in 2011 and Gras Savoye's eligible co-shareholders may exercise their
rights from January 1, 2001. In addition, the Group has the right to purchase
at least 50.1% of Gras Savoye's shares from the co-shareholders. The call
option is exercisable from December 1, 2009. The exact amount payable by the
Group under the put and call is based on the greater of a price per Gras
Savoye share defined contractually or a formula-based price contingent on Gras
Savoye's future results.

  Based on current projections of profitability and exchange rates, the
potential amount payable in 2001 from these options is not expected to exceed
(L)101.5 million. Of this balance, (L)93.2 million relates to Gras Savoye. The
total potential amounts payable from all options, based on current projections
of profitability and exchange rates, is not expected to exceed (L)196.9
million (2000 : (L)169.3 million). Of this balance, (L)126.3 million relates
to Gras Savoye.

Financial commitments

  The Company has undertaken to provide certain subsidiaries with financial
support to enable them to meet their future operational obligations as they
fall due. This financial support does not extend to providing finance for
liabilities arising from negligence, breach of contract, breach of trust or
any other breach of duty.

Assets subject to charge

  The Company has entered into a debenture in favor of the JPMorgan Chase Bank
in which it has charged by way of a first fixed charge its interests in the
shares of Willis Faber Limited and, by way of a floating charge, all its
assets not otherwise effectively mortgaged, charged or assigned by the first
fixed charge.

  The Company has also entered into a Pledge Agreement in favor of the
JPMorgan Chase Bank whereby it has assigned and pledged its interest in the
shares of Willis North America.


                                      F-38

<PAGE>


Note 28 - Contingent liabilities (continued)

Financing obligations

  The Company has guaranteed, on a joint and several basis with other
companies in the Group, the prompt and complete performance of Willis North
America in respect of credit facilities ("facilities") made available to that
company. On February 2, 1999, $575 million of the facilities were repaid and
Willis North America issued $550 million 9% Senior Subordinated Notes due 2009
(the "Notes"). The Company together with its affiliate Willis Partners, has
guaranteed Willis North America's obligations in respect of the Notes. At
December 31, 2001 these facilities amounted to $937.2 million ((L)646.3 million)
(2000 : $1,107.5 million ((L)738.3 million)).

Other

  The Company has given guarantees to bankers and other third parties relating
principally to letters of credit amounting to (L)5.1 million (2000 :
(L)5.1million). The Company has also given guarantees to bankers in respect of
commitments entered into by them to provide security for membership of Lloyd's
of certain Group employees who are not directors of the Company amounting to
(L)30,000 (2000 : (L)35,000).

  The Company and certain of its UK subsidiaries have given the landlords of
some of the leasehold properties occupied by the Group in the United Kingdom
and the United States guarantees in respect of the performance of the lease
obligations of the Group companies holding the leases. The operating lease
obligations amounted to (L)82.8 million at December 31, 2001 (2000 : (L)104.2
million).

  The Group has extensive international operations and the Company and its
subsidiaries are subject to various actual and potential claims, lawsuits and
proceedings relating principally to alleged errors and omissions in connection
with the placement of insurance and reinsurance in the ordinary course of
business. Some of these claims, lawsuits and proceedings seek damages in
amounts which could, if assessed, be significant.

  Group companies acted as broker, but not as underwriter, for the placement
of both property and casualty insurance for a number of entities that were
directly impacted by the September 11, 2001 destruction of the World Trade
Center complex, including Silverstein Properties L.L.C., which acquired a 99-
year leasehold interest in the twin towers and related facilities from the
Port Authority of New York and New Jersey in July 2001. There are a number of
lawsuits pending in the US between the insured parties and the insurers.
Although the Group is not a party to any of the these lawsuits, other disputes
may arise with respect to the destruction of the World Trade Center complex
which could affect the Group.

  The Group maintains insurance, subject to certain deductibles and self-
insurance, against such claims, lawsuits and proceedings. The Group has also
established provisions against these items which are believed to be adequate
in the light of current information and legal advice, and the Group adjusts
such provisions from time to time according to developments. On the basis of
current information, the Group does not expect that the ultimate outcome of
the actual or potential claims, lawsuits and proceedings to which the Group is
subject, will have a material adverse effect on the Group's financial
condition, results of operations or liquidity.


                                      F-39

<PAGE>


Note 29 - Directors' interests in contracts

  The undermentioned directors who held office during each of the three years
in the period ended December 31, 2001 (except as otherwise indicated) and,
where applicable, connected persons (as defined in section 346 of the
Companies Act) were Underwriting Members of Lloyd's:

  R J S Bucknall   G F Nixon (1999 only)   J M Pelly (1999 only)

  Insurance brokerage subsidiaries of the Company place risks with the
syndicates in which the directors or connected persons (as defined above)
participate in the normal course of their brokerage activities on the same
basis as such subsidiaries do with other Lloyd's syndicates.

  The Company gave J Reeve a guarantee in respect of the performance
obligations of Willis Limited, his employing company, in respect of an
unfunded pension scheme established for him. The Company has also guaranteed
the performance obligations of Willis North America in respect of the pension
benefits for B D Johnson and K H Pinkston under the Willis North America Inc.
Executive Supplemental Retirement Plan, an unfunded pension plan.

  Save as disclosed above, no director or connected person (as defined above)
had any interest either during or at the end of the financial years 2001, 2000
and 1999 in any contract which was significant in relation to the Company's
business, or in a contract, transaction or arrangement which required
disclosure under section 232 of the Companies Act.

Note 30 - Related party transactions

  The Group had the following balances with its parent companies at December
31:

<TABLE>
<CAPTION>
                                             2001             2000    Terms
 --------------------------------   -------------    -------------    -------------------------------------------------------------
                                               (million)
<S>                                 <C>              <C>              <C>
Amounts due from Trinity                 (L)614.1         (L)614.1    Repayable on demand, non interest-bearing
                                           $439.2           $550.0    Repayable in line with repayment of Notes, interest of 70
                                                                      basis points over interest on Notes
                                           $348.0           $407.5    Repayable in line with repayment of Term Loans, interest of
                                                                      25 basis points over interest on Term Loans
Amounts due from TA I                      (L)0.5           (L)0.4    Repayable on demand, non interest-bearing
Amounts due from TA IV                     $194.8                -    Repayable on demand, non interest-bearing
Amounts due to Trinity                    $(923.0)         $(982.5)   Repayable on demand, non interest-bearing
                                         (L)(35.2)        (L)(23.8)   Repayable on demand, non interest-bearing
Amounts due to Willis Group
  Holdings Limited                         $(10.1)               -    Repayable on demand, non interest-bearing
 ================================   =============    =============    =============================================================
</TABLE>


  During the year the following material transactions occurred:

1.  Dividends declared amounted to (L)8.2 million (2000 : (L)72.7 million) of
    which (L)8.2 million was paid before December 31, 2001 (2000 : (L)13.1
    million).

2.  Interest income for 2001 amounted to (L)55.9 million (2000 : (L)58.2
    million).

  During 2000, Willis North America acquired from J J Plumeri, the Chairman
and Chief Executive Officer of Willis Group Limited, a 12 1/2% undivided
interest in a Citation V Ultra Aircraft for (L)462,479; at December 31, 2000
this balance was recorded as a payable. This transaction was consummated on
terms equivalent to those that prevail in arms-length transactions.


                                      F-40

<PAGE>


Note 30 - Related party transactions (continued)

  Kohlberg Kravis Roberts & Co. L.P. and Fisher Capital Corp. LLC, a company for
which J R Fisher, a Director of Willis Group Holdings, is the managing member
and majority owner, render management, consulting and certain other services to
the Company for annual fees payable quarterly in arrears. In 2001 and 2000, the
Company paid amounts of (L)694,252 ($1,000,000) and (L)659,544 ($1,000,000)
respectively, in the case of Kohlberg Kravis Roberts & Co. L.P. and (L)242,988
($350,000) and (L)230,840 ($350,000) respectively, in the case of Fisher Capital
Corp. LLC for those services. Included in accrued expenses is (L)nil and
(L)166,647 ($249,970) payable to Kohlberg Kravis Roberts & Co. L.P. and
(L)48,846 ($70,827) and (L)58,347 ($87,520) payable to Fisher Capital Corp. LLC
at December 31, 2001 and 2000, respectively.

Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States

  The Group's financial statements are prepared in accordance with UK GAAP
which differ in certain respects from US GAAP.

Use of Estimates

  The preparation of financial statements in conformity with accounting
principles generally accepted in both the UK and US requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the
dates of the financial statements and the reported amounts of revenues and
expenses during the year. In the preparation of these consolidated financial
statements, estimates and assumptions have been made by management concerning
the selection of useful lives of fixed assets and goodwill, provisions
necessary for trade receivables and liabilities, the carrying value of
investments, income tax valuation allowances and other similar evaluations.
Actual results could differ from those estimates.

Pushdown Accounting

  Under US GAAP, Trinity's cost of acquiring the Company should be "pushed
down," i.e., used to establish a new accounting basis in the Company's
separate financial statements. Under UK GAAP, there is no such requirement.

Goodwill

  Under UK GAAP, goodwill (which includes expirations) arising on acquisitions
occurring after January 1, 1998 is capitalized and amortized on a straight-
line basis over its estimated useful economic life, not exceeding 20 years.
Goodwill arising on acquisitions completed before January 1, 1998 was
eliminated against retained earnings and other reserves.

  Under US GAAP, goodwill and expirations are capitalized and amortized over
their respective useful economic lives except for goodwill on acquisitions
completed after June 30, 2001, which is not amortized. Acquired intangible
assets are amortized on a straight-line basis over their estimated useful
life. For the purposes of the reconciliation below, for periods prior to
September 2, 1998, estimated useful lives of up to 40 years have been
utilized, giving a weighted average of 39 years. Under US GAAP, goodwill
arising in the financial statements of Trinity following its acquisition of
the Company on September 2, 1998 is required to be pushed down into the
Company's financial statements. This goodwill is being amortized over a period
of 40 years for the purposes of the reconciliation below.

  Under UK GAAP, on the disposition of a business acquired before January 1,
1998, goodwill previously eliminated against retained earnings is reinstated
and charged to income in arriving at the gain or loss on disposition of an
entity; under US GAAP, only unamortized goodwill is charged.


                                      F-41

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

  Under US GAAP, the Group reviews goodwill for impairment whenever facts or
circumstances indicate that the carrying amounts may not be recoverable. If an
evaluation is required, the estimated future undiscounted cash flows
associated with the underlying business operation are compared to the carrying
amount of goodwill to determine if a write-down is required. If such an
assessment indicates that the undiscounted future cash flows will not be
recovered, the carrying amount is reduced to the estimated fair value.

Impairment of long-lived assets

  Under US GAAP long-lived assets and certain identifiable intangibles held
and used by a Group are required to be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. In performing the review for recoverability, the Group
estimates the future cash flows expected to result from the use of the asset
and its eventual disposition. If the undiscounted future cash flow is less
than the carrying amount of the asset, the asset is deemed impaired. The
amount of the impairment is measured as the difference between the carrying
value and the fair value of the asset. Generally, long-lived assets and
certain identifiable intangibles to be disposed of are reported at the lower
of carrying amount or fair value less cost to sell.

Revaluation of freehold land and buildings

  Certain of the Group's freehold land and buildings are included in the
financial statements at revalued amounts on which depreciation is calculated.
Under US GAAP, such assets must be recorded at their historical cost less
depreciation thereon. The depreciation charged on the revaluation increase is
not significant.

Pension costs

  For the purposes of the reconciliation below, the Group has adopted the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 87,
"Employers' Accounting for Pensions", ("SFAS 87") in respect of the Group's
principal UK pension plan. This standard requires that the projected benefit
obligation be matched against the market value of the underlying plan assets
and other unrecognized actuarial gains and losses in determining the pension
expense for the year. As a result, pension expense can be significantly
different from that computed under UK GAAP which requires the cost of
providing pension benefits to be expensed over the periods benefiting from the
employees' service on the basis of a constant percentage of current and
estimated future earnings.

  The additional information required by SFAS 87 in respect of the principal
UK and US pension plans is given below.

Derivative financial instruments

  The Group enters into forward exchange contracts and other financial
instruments which, under UK GAAP, are treated as hedges of future income.
Under US GAAP, the fair value of derivative contracts are recorded in other
current and noncurrent assets and liabilities with changes in fair value of
effective hedges recorded in other comprehensive income, and changes in fair
value of ineffective hedges recorded in general and administrative expenses.
Amounts are reclassified from other comprehensive income into earnings when
the hedged exposure affects earnings.

  SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133") as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133, and SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities", was effective for the Group from
January 1,


                                      F-42
<PAGE>

Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

2001. SFAS 133 requires that all derivative instruments be recorded
on the balance sheet at fair value. Gains or losses resulting from changes in
the value of derivatives are accounted for depending on the intended use of
the derivative and whether they qualify for hedge accounting. The adoption of
SFAS 133, effective January 1, 2001, resulted in an increase in other
comprehensive income, net of tax, of (L)5.2 million reported as the cumulative
effect of adopting an accounting principle.

Exceptional items

  Under US GAAP, the amounts reported as exceptional items in 1999 under UK
GAAP would not be so reported and the gain/(loss) on disposal/closure of
operations would have been included in the determination of operating income.

Investments

  Certain of the Group's investments, purchased with the intention of holding
to maturity, have been valued at amortized cost. For US GAAP purposes, all the
Group's investments have been classified as available for sale as they do not
qualify for "held-to-maturity" accounting and are reported at fair value with
unrealized gains and losses reported in other comprehensive income.

Deferred tax

  Under UK GAAP, deferred taxes are accounted for using the liability method
to the extent that is considered probable that a liability or asset will
crystallizes in the foreseeable future. Under US GAAP, the Group accounts for
income taxes under the provisions of SFAS No. 109, "Accounting for Income
Taxes". SFAS 109 requires recognition of deferred tax assets and liabilities
for the estimated future tax consequences of events attributable to
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss and
capital loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted rates in effect for the year in which the
differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of changes in tax rates is recognized in the
statement of operations in the period in which the enactment date changes.
Deferred tax assets and liabilities are reduced through the establishment of a
valuation allowance at such time as, based on available evidence, it is more
likely than not that the deferred tax assets will not be realized.

Restructuring costs

  Under US GAAP, surplus property must be physically segregated from property to
be retained for ongoing use within the business in order to be accrued as a
restructuring cost. At December 31, 1999, the process of segregating surplus
properties arising from the changes to business processes in the North American
operations had not been completed and, accordingly, costs accrued under UK GAAP
for surplus properties had not been so accrued under US GAAP. This process had
been completed by December 31, 2000.

Stock options

  Under UK GAAP, there is no requirement for a subsidiary company to account for
stock options granted to its employees by a parent company. Under US GAAP, stock
options granted by a parent company to employees of a subsidiary company, should
be accounted for in the financial statements of the subsidiary company as if the
options were granted by the subsidiary itself. The amount of compensation
expense recorded by the subsidiary, less any amount paid by the subsidiary to
its parent in exchange for the award, should be recorded as a capital
contribution in shareholders' equity in the separate financial statements of the
subsidiary. Accordingly, the Group computes compensation costs


                                      F-43
<PAGE>

Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

for each employee stock option granted as the amount by which the quoted
market price (or estimated fair value for options granted before the initial
public offering) of Willis Group Holdings' common shares on the date of the
grant exceeds the amount the employee must pay to acquire the shares.
  The additional information required by FAS No. 123, "Accounting for Stock-
Based Compensation", is given below.
  The effect on net income, comprehensive income and shareholders' equity of
applying the aforementioned differences between UK GAAP and US GAAP is
summarized as follows:

<TABLE>
<CAPTION>
Net income                                                                                       2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                          ((L) million, except per ordinary share)
<S>                                                                                       <C>            <C>            <C>
Net income/(loss) as reported in the consolidated statements
  of operations under UK GAAP                                                                   142.8           91.4           (6.4)
Adjustments
Operating expenses - performance options                                                       (110.1)             -              -
Operating expenses - pensions review                                                                -              -           15.0
Operating expenses - restructuring costs                                                            -           (6.9)           6.5
Amortization of goodwill and expirations                                                        (22.3)         (21.2)         (19.9)
Gain on disposal of operations                                                                   16.2            0.2            4.8
Gain/(loss) on derivative instruments                                                             1.5           (1.6)          (2.0)
Pension costs                                                                                     8.5            6.9          (12.6)
Interest on tax refund relating to prior acquisition                                             (1.6)             -              -
Tax refund relating to prior acquisition                                                         (1.8)             -              -
Taxation                                                                                          8.2           (1.0)          (3.0)
                                                                                          -----------    -----------    -----------
Net income/(loss) as adjusted to accord with US GAAP                                             41.4           67.8          (17.6)
                                                                                          -----------    -----------    -----------
Per ordinary share (basic and diluted) as so adjusted
Net income/(loss)                                                                                8.6p          14.2p           (3.7)
======================================================================================    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
Comprehensive Income                                                                             2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Net income/(loss) as adjusted to accord with US GAAP                                             41.4           67.8          (17.6)
Other comprehensive income, net of tax:
Foreign currency translation adjustments                                                          6.3           22.8            8.2
Net gain on derivatives                                                                           3.5              -              -
Unrealized holding gains (net of tax of (L)0.3m, (L)0.4m and (L)(0.5)m, respectively)             0.2            1.4           (1.7)
Cumulative effect of accounting change                                                            5.2              -              -
                                                                                          -----------    -----------    -----------
Comprehensive income                                                                             56.6           92.0          (11.1)
                                                                                          ===========    ===========    ===========
Foreign currency translation adjustments
Beginning of year                                                                                55.1           32.3           24.1
Arising during the year                                                                           6.3           22.8            8.2
                                                                                          -----------    -----------    -----------
End of year                                                                                      61.4           55.1           32.3
                                                                                          ===========    ===========    ===========
Unrealized holding gains
Beginning of year                                                                                 0.5           (0.9)           0.8
Arising during the year                                                                           0.2            1.4           (1.7)
                                                                                          -----------    -----------    -----------
End of year                                                                                       0.7            0.5           (0.9)
======================================================================================    ===========    ===========    ===========
</TABLE>

                                      F-44
<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

<TABLE>
<CAPTION>
Shareholders' equity                                         2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Shareholders' equity as reported in the
  consolidated balance sheet                                207.4           85.4
Adjustments
Fixed Assets
 Intangible assets
   Goodwill - cost                                          910.3          880.1
         - amortization                                     (74.6)         (50.7)
Current assets
 Investments                                                  0.9            0.5
 Receivables - derivative instruments                        12.3           (0.9)
 Pension cost asset                                          12.0            6.7
Noncurrent assets
 Receivables - derivative instruments                        10.1              -
Current liabilities
 Payables - derivative instruments                           (1.8)             -
Noncurrent liabilities
 Pension costs liability                                    (27.3)         (29.5)
 Payables - derivative instruments                           (7.6)             -
 Taxation                                                    (0.7)             -
Provisions for liabilities and charges
 Deferred taxes - effect of above adjustments                35.3           26.2
                                                      -----------    -----------
Shareholders' equity as adjusted to accord with
  US GAAP                                                 1,076.3          917.8
==================================================    ===========    ===========
</TABLE>



                                      F-45

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

Additional information required by SFAS 87

  Willis North America has a 401(k) plan covering all eligible employees of
Willis North America and its subsidiaries. The plan allows participants to
make pre-tax contributions and the Group provides a matching contribution of
3% of employees' annual eligible compensation. All investment assets of the
plan are held in a trust account administered by independent trustees. The
Group's 401(k) mandatory matching contributions for 2001 and 2000 were
approximately (L)3.6 million and (L)3.5 million, respectively.

  The pension cost for the Group's two principal pension plans computed in
accordance with the requirements of SFAS 87 comprises:

<TABLE>
<CAPTION>
Net pension expense                                                                              2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Service cost                                                                                     25.7           26.1           31.0
Interest cost                                                                                    54.0           51.7           48.7
Expected return on plan assets                                                                  (76.1)         (74.3)         (65.0)
Recognized actuarial gain                                                                        (7.6)          (6.0)          (1.0)
Termination benefits                                                                                -              -           12.8
                                                                                          -----------    -----------    -----------
Net pension expense                                                                              (4.0)          (2.5)          26.5
======================================================================================    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                             2001           2000
                                                      -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Change in benefit obligation
Benefit obligation - beginning of year                      855.6          809.4
Foreign currency exchange rate changes                        7.7           15.6
Service cost                                                 25.7           26.1
Interest cost                                                54.0           51.7
Benefits paid                                               (37.0)         (38.5)
Actuarial gains and losses                                   19.1           (9.8)
Employee contribution                                         1.4            1.1
                                                      -----------    -----------
Benefit obligation - end of year                            926.5          855.6
==================================================    ===========    ===========
</TABLE>


                                      F-46

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Change in plan assets
Plan assets - beginning of year                           1,070.7        1,067.1
Foreign currency exchange rate changes                        7.9           18.1
Actual return on plan assets                                (61.0)          11.7
Employer contributions                                       14.3           11.2
Employee contributions                                        1.4            1.1
Benefits paid                                               (37.0)         (38.5)
                                                      -----------    -----------
Plan assets - end of year                                   996.3        1,070.7
==================================================    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Funded status
Plan assets at fair value                                   996.3        1,070.7
Benefit obligation                                         (926.5)        (855.6)
                                                      -----------    -----------
Funded status                                                69.8          215.1
Unrecognized net gain                                       (71.9)        (234.2)
Unamortized prior service cost                               (0.2)          (0.2)
                                                      -----------    -----------
Accrued pension cost                                         (2.3)         (19.3)
==================================================    ===========    ===========
</TABLE>


  The UK plan assets are invested mainly in UK fixed interest and equity
securities and non-UK equity securities. The US plan assets are invested
mainly in US fixed interest and equity securities.

  The major assumptions used in computing the funded status were:

<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                                 (%)
<S>                                                   <C>            <C>
UK plan
Expected long-term rate of return on plan assets             7.25           7.25
Discount rate                                                5.75           6.00
Expected long-term rate of earnings increases                3.50           3.75
US plan
Expected long-term rate of return on plan assets             8.50           8.50
Discount rate                                                7.00           7.25
Expected long-term rate of earnings increases                5.00           5.00
==================================================    ===========    ===========
</TABLE>




                                      F-47

<PAGE>

Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

Additional information required under SFAS 109

  In accordance with SFAS 109, the components of the net US GAAP deferred tax
asset are as follows:
<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
Deferred tax assets:
 Accrued expenses not currently deductible                    8.6            6.0
 UK capital losses                                           43.2           47.5
 Accrued retirement benefits                                  5.8           12.9
 Provisions                                                  18.9           21.1
 Allowance for doubtful accounts                              0.3            2.5
 Deferred compensation                                       10.8            8.3
 Stock options                                               21.0              -
 Other                                                        0.7            0.8
                                                      -----------    -----------
 Gross deferred tax assets                                  109.3           99.1
 Less : valuation allowance                                 (43.2)         (47.5)
                                                      -----------    -----------
Net deferred tax assets                                      66.1           51.6
                                                      -----------    -----------
Deferred tax liabilities :
 Tax-leasing transactions                                    (7.6)          (7.7)
 Unremitted foreign earnings                                 (1.0)          (1.1)
 Other                                                       (3.9)          (4.3)
                                                      -----------    -----------
   Deferred tax liabilities                                 (12.5)         (13.1)
                                                      -----------    -----------
Net deferred tax assets                                      53.6           38.5
==================================================    ===========    ===========
The balance sheet classifications of the net
  deferred tax assets would have been:
Deferred tax assets - current                                11.4            9.3
             - noncurrent                                    42.2           29.2
                                                      -----------    -----------
                                                             53.6           38.5
==================================================    ===========    ===========
</TABLE>


  The main components of the tax charge attributable to operations are shown
in Note 10. A reconciliation of the tax payable at the UK standard corporation
tax rate and the Group's effective tax rate is also shown in Note 10.

  At December 31, 2001, the Group had a valuation allowance of (L)43.2 million
to reduce its deferred tax assets to estimated realizable value. The valuation
allowance relates to the deferred tax assets arising from UK tax operating
loss carryforwards and capital loss carryforwards which have no expiration
date. The utilization of operating loss carryforwards is, however, restricted
to the taxable income of the subsidiary generating the losses. In addition,
capital loss carryforwards can only be offset against capital gains. The
reduction in the total valuation allowance for the year ended December 31,
2001 arises principally from the utilization of UK capital loss carryforwards
following the disposal of Willis National. At December 31, 2001, based upon
the level of historical taxable income and projections for future taxable
income over the periods in which the temporary differences are anticipated to
reverse, and prudent and feasible tax-planning strategies, management believes
it is more likely than not that the Group will realize the benefits of these
deductible differences, net of the valuation allowances. However, the amount
of the deferred tax asset considered realizable could be adjusted in the
future if estimates of taxable income are revised. In the event that the
valuation allowance of (L)43.2 million at December 31, 2001 is reduced in
future years to recognize deferred tax assets, (L)43.2 million will be
allocated to reduce goodwill.


                                      F-48

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

  The Group recognizes a deferred tax liability related to the undistributed
earnings of subsidiaries when the Group expects that it will recover those
undistributed earnings in a taxable manner, such as through receipt of
dividends or sale of the investments. The Group does not, however, provide for
income taxes on the unremitted earnings of certain other subsidiaries located
outside the UK because, in management's opinion, such earnings have been
indefinitely reinvested in these operations, will be remitted in a tax free
liquidation, or will be remitted as dividends with taxes substantially offset
by foreign tax credits. It is not practical to determine the amount of
unrecognized deferred tax liabilities for temporary differences related to
investments in these non-UK subsidiaries.

Consolidated statement of cash flows

  The Consolidated Statement of Cash Flows prepared under UK GAAP presents
substantially the same information as that required under US GAAP but may
differ with regard to classification of certain items within the statements
and as regards the definition of cash under UK GAAP and cash and cash
equivalents under US GAAP.

  Under UK GAAP, cash flows are presented separately for operating activities,
returns on investments and servicing of finance, taxation, capital expenditure
and financial investments, acquisitions and disposals, equity dividends paid,
management of liquid resources and financing activities. US GAAP requires only
three categories of cash flow activity to be reported: operating, investing
and financing. Cash flows from taxation and returns on investments and
servicing of finance shown under UK GAAP would be included as operating
activities under US GAAP. Cash flows from capital expenditure and financial
investment, acquisitions and disposals, shown separately under UK GAAP, would
be included as part of the investing activities under US GAAP. The payment of
dividends would be included as a financing activity under US GAAP. Cash, as
defined by US GAAP, would include cash equivalents with initial maturities of
three months or less and would exclude bank overdrafts.

  The categories of cash flow activity under US GAAP can be summarized as
follows:

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
Cash provided by operating activities                                                           228.5          126.0           57.3
Cash used in investing activities                                                                (9.6)         (28.3)         (13.0)
Cash used in financing activities                                                              (191.3)         (87.5)         (65.3)
                                                                                          -----------    -----------    -----------
Increase/(decrease) in cash and cash equivalents                                                 27.6           10.2          (21.0)
Effect of foreign exchange rate changes                                                          (0.5)          (0.4)          (1.1)
Cash and cash equivalents at start of year                                                       58.5           48.7           70.8
                                                                                          -----------    -----------    -----------
Cash and cash equivalents at end of year                                                         85.6           58.5           48.7
======================================================================================    ===========    ===========    ===========
</TABLE>


                                      F-49

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

  Cash and cash equivalents comprise:

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                                        ((L) million)
<S>                                                                                       <C>            <C>            <C>
As shown on balance sheet:
Cash and short-term deposits                                                                    667.8          427.1          363.5
Current asset investments                                                                       330.1          318.4          268.0
                                                                                          -----------    -----------    -----------
                                                                                                997.9          745.5          631.5
Less: Investments with initial maturity of more than three months                               (29.0)         (27.0)         (20.4)
Fiduciary funds - restricted                                                                   (883.3)        (660.0)        (562.4)
                                                                                          -----------    -----------    -----------
Cash and cash equivalents at end of year                                                         85.6           58.5           48.7
======================================================================================    ===========    ===========    ===========
</TABLE>


  Under UK GAAP, funds held in connection with insurance brokerage
transactions are included within "Cash and short-term deposits" and
"Investments" on the Consolidated Balance Sheets and the movement during the
year would be included as part of "Net cash inflow/(outflow) from operating
activities" in the Consolidated Statements of Cash Flows. Under US GAAP, such
funds would be classified as "Fiduciary funds - restricted," on the
Consolidated Balance Sheet and the change would be eliminated in arriving at
net cash provided by operations.

Financial instruments with off-balance sheet risk

Forward foreign exchange contracts and currency options

  Because the Group transacts business in many different currencies, it is
exposed to the risks of foreign currency exchange rate movements. To hedge
this exposure, the Group enters into forward foreign exchange contracts and
currency options.

  The fair value of these contracts is recorded in other current and
noncurrent assets and liabilities, with changes in the fair value of effective
cash flow hedges recorded in other comprehensive income and changes in fair
value of ineffective hedges recorded in general and administrative expenses.
Amounts are reclassified from other comprehensive income into earnings when
the hedged exposure affects earnings. For the year ended December 31, 2001,
the Group has recorded a gain of (L)4.4 million in other comprehensive income
relating to changes in the fair value on contracts which are effective cash
flow hedges as defined in SFAS 133. For contracts which were not designated
for hedge accounting as defined in SFAS 133, the Group has recorded a loss of
(L)4.3 million in general and administrative expenses representing the change
in the fair value for the year ended December 31, 2001.

  The table below summarizes by major currency the contractual amounts of the
Group's forward contracts to exchange foreign currencies for pounds sterling.
Foreign currency notional amounts are reported in pounds sterling translated
at spot rates as at December 31.

<TABLE>
<CAPTION>
                                                                 Sell
                                                      --------------------------
                                                             2001        2000(i)
--------------------------------------------------    -----------    -----------
<S>                                                   <C>            <C>
US dollar                                                    87.9          100.0
Euro                                                         17.1           19.9
Japanese yen                                                 14.1           11.1
==================================================    ===========    ===========
</TABLE>


(i) Forward exchange contracts range in maturity from 2002 to 2004.


                                      F-50

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

Interest rate agreements

  In order to manage interest rate risk the Group enters into interest rate
swaps to receive a fixed rate of interest and pay a variable rate of interest
fixed in the various currencies related to the short-term investments. The use
of interest rate contracts essentially converts groups of short-term
investments to fixed rates. The fair value of these contracts is recorded in
other current and noncurrent assets and liabilities, with changes in fair
value of effective cash flow hedges recorded in other comprehensive income and
changes in fair value of ineffective hedges recorded in general and
administrative expenses. Amounts are reclassified from other comprehensive
income into earnings when the hedged exposure affects earnings. The Group has
designated the interest rate swap agreement, under which Willis North
America's LIBOR-based variable rate interest obligations are swapped for fixed
rate interest obligations, as a cash flow hedge as defined by SFAS 133. Losses
of (L)6.2 million were recorded for the year ended December 31, 2001. For the
year ended December 31, 2001, the Group has recorded gains of (L)5.3 million
in other comprehensive income relating to changes in fair value on contracts
which are effective cash flow hedges as defined in SFAS 133. For contracts
which were not designed for hedge accounting as defined in SFAS 133, the Group
has recorded gains of (L)5.9 million in general and administrative expenses
representing the change in fair value for the year ended December 31, 2001.

  The Group's interest rate swaps by major currency at December 31, were:

<TABLE>
<CAPTION>
                                                                                                            Weighted Average
                                                                                                             Interest Rates
                                                                    -------------    -------------    -----------------------------
                                                                         Notional      Termination
                                                                      Amounts (i)            Dates         Receive              Pay
--------------------    ----------------------------------------    -------------    -------------   -------------    -------------
                                                                    ((L) million)                              (%)              (%)
<S>                     <C>                                         <C>              <C>             <C>              <C>
2001
US dollars              Receive fixed - pay variable                        720.0           2002-6            5.91             4.15
                        Receive variable - pay fixed                        226.2             2006            4.10             5.10
Pounds sterling         Receive fixed - pay variable                        206.5           2002-5            6.19             5.20
Euro                    Receive fixed - pay variable                         61.6           2002-6            4.71             4.27
2000
US dollars              Receive fixed - pay variable                        544.0           2001-4            6.26             5.82
                        Receive variable - pay fixed                        257.0             2006            6.22             5.10
Pounds sterling         Receive fixed - pay variable                        198.0           2001-4            6.55             5.79
Euro                    Receive fixed - pay variable                         39.0           2001-4            4.52             4.82
Japanese yen            Receive fixed - pay variable                          4.0             2001            1.70             0.47
================================================================    =============    =============   =============    =============
</TABLE>


(i) Notional amounts represent pounds sterling equivalents translated at the
    spot rate as at December 31.


                                      F-51

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

Credit risk and concentrations of credit risk

  Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed completely to perform as contracted
and from movements in interest rates and foreign exchange rates. The Group
does not anticipate non-performance by counterparties. The Group generally
does not require collateral or other security to support financial instruments
with credit risk; however, it is the Group's policy to enter into master
netting arrangements with counterparties as practical.

  Concentrations of credit risk (whether on or off-balance sheet) that arise
from financial instruments exist for groups of customers or counterparties
when they have similar economic characteristics that would cause their ability
to meet contractual obligations to be similarly affected by changes in
economic or other conditions. Financial instruments on the balance sheet that
potentially subject the Group to concentrations of credit risk consists
primarily of cash and cash equivalents, accounts receivable and derivatives
which are recorded at fair value. The Group maintains a policy providing for
the diversification of cash and cash equivalent investments and places such
investments in an extensive number of high quality financial institutions to
limit the amount of credit risk exposure. Concentrations of credit risk with
respect to receivables are limited due to the large number of clients and
markets in which the Group does business, as well as the dispersion across
many geographic areas. Management does not believe significant risk exists in
connection with the Group's concentrations of credit as at December 31, 2001.

Accounting and disclosure of stock-based compensation

  The Group's parent has adopted the plans described below providing for the
grant of time-based options and performance-based options and various other
share-based grants of the common shares of Willis Group Holdings Limited to
employees. The objectives of these plans include attracting and retaining the
best personnel, motivating management personnel by means of growth-related
incentives to achieve long-range goals and providing employees with the
opportunity to increase their share ownership in the parent.

Amended and Restated 1998 Share Purchase and Option Plan

  This plan, which was established on December 18, 1998, provides for the
granting of time-based and performance-based options to employees of the
Group. There are 30,000,000 common shares available for grant under this plan
provided, however, that in no event the total number of common shares subject
to options and other equity for current and future participants exceed 25% of
the equity of the parent on a fully diluted basis. All options granted under
this plan are exercisable at (L)2 per share except for 111,111 time-based
options which are exercisable at $13.50 ((L)9.30 using the year-end exchange
rate of (L)1 - $1.45). No further grants are to be made under this plan.

  Time-based options are earned upon the fulfilment of vesting requirements.
Options are generally exercisable in equal instalments of 20% per year over a
five-year period commencing on or after December 18, 2000.

  Performance-based options will generally become exercisable in the event and
to the extent that certain performance targets are met, which targets are
based on the achievement of cash flow targets and EBITDA targets of the Group,
as defined in the plan agreements. The number of common shares subject to
performance options which will become exercisable will be zero if threshold
performance targets are not met and will thereafter be dependent upon the
extent to which such minimum threshold levels are exceeded, up to specified
maximum performance targets. If the performance conditions are met, the
options will generally become exercisable in equal instalments of 25% per year
over a four-year period commencing on or after December 18, 2001.


                                      F-52

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

Willis Award Plan

  This plan, which was established on July 13, 2000, provides for the granting
of time-based options to selected employees who have been identified as
superior performers. There are 5,000,000 common shares available for grant
under this plan provided, however, that in no event the total number of common
shares subject to options and other equity for current and future participants
exceed 25% of the equity of the Parent on a fully diluted basis. All options
granted under this plan are exercisable at (L)2 per share. The options vest
immediately on the grant date and are exercisable any time up to July 13,
2010.

2001 Share Purchase and Option Plan

  This plan, which was established on May 3, 2001, provides for the granting
of time-based options and various other share-based grants at fair market
value to employees of the Company. There are 10,000,000 common shares
available for grant under this plan. Options are exercisable from the third,
sixth or eighth anniversary of grant, although for certain options the
exercisable date may accelerate depending on the achievement of certain
performance goals. Unless terminated sooner by the board of directors, the
2001 Plan will expire 10 years after its adoption. That termination will not
affect the validity of any grant outstanding at that date.

Compensation Expense

  The parent applies the intrinsic value method allowed by APB 25 in
accounting for its stock option plans. Under APB 25, compensation expense
resulting from awards under fixed plans (time-based options, options granted
pursuant to the Willis Award Plan and various other share-based grants to
employees) are measured as the difference between the quoted (or best estimate
of) market price at the first date on which both the number of shares that an
individual is entitled to receive and the exercise price, if any, are known.
Compensation expense resulting from awards under variable plans (performance-
based options), however, is measured as the difference between the quoted
market price at the date when the number of shares is known (the date the
performance conditions are satisfied) and the exercise price; the cost is
recognized over the period the employee performs related services. Since the
ultimate compensation expense is unknown until the performance conditions are
satisfied, estimates of compensation expense are recorded before the
measurement date based on the quoted market price of the common shares at the
intervening dates in situations where it is probable that the performance
conditions will be attained. All fixed plan options were granted at an
exercise price equal to management's best estimate of market price at the
measurement date prior to the parent's initial public offering and equal to
quoted market price subsequent to the offering. Accordingly, no compensation
expense has been recognized for the fixed option plans in the consolidated
statements of operations pursuant to APB 25. In respect of the performance-
based options, management determined in the third quarter of 2001 that it was
probable that the maximum performance condition would be attained.
Accordingly, compensation expense of (L)110.1 million ((L)91.7 million, net of
tax) has been recognized in the year ended December 31, 2001 based on the
11.3 million unforfeited performance options outstanding at that date, a
quoted market price of $23.55 ((L)16.24 using the year end exchange rate of
(L)1 - $1.45) and an average elapsed performance period of 68%. Had
compensation expense for such plans been determined consistent with the fair
value method prescribed by SFAS 123, the Group's pro forma net income/(loss)
and net income/(loss) per share for 2001, 2000 and 1999 would have been as
indicated in the table below.


                                      F-53

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

<TABLE>
<CAPTION>
                                                                                                 2001           2000           1999
--------------------------------------------------------------------------------------    -----------    -----------    -----------
                                                                                              ((L) million, except per share data)
<S>                                                                                       <C>            <C>            <C>
Net income/(loss):
 As reported                                                                                     41.4           67.8          (17.6)
 Pro forma                                                                                      129.2           64.7          (20.1)
Net income/(loss) per share:
Basic:
 As reported                                                                                      8.6p          14.2p          (3.7)
 Pro forma                                                                                       27.0p          13.6p          (4.3)
Diluted:
 As reported                                                                                      8.6p          14.2p          (3.7)
 Pro forma                                                                                       27.0p          13.6p          (4.3)
======================================================================================    ===========    ===========    ===========
</TABLE>


  The fair value of each option grant included in pro forma net income (loss)
presented above is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
grants in 2001, 2000 and 1999, respectively: dividend yield 0% and expected
volatility of 30% in all years, risk-free interest rate of 4.15% in 2001,
5.26% in 2000 and 6.42% in 1999, and a weighted-average expected life of three
years in all years. The compensation expense as generated by the Black-Scholes
model may not be indicative of the future benefit, if any, that may be
received by the option holder. The weighted-average fair value of options
granted during the years ended December 31, 2001, 2000 and 1999 was (L)2.80,
(L)0.54 and (L)0.59 per share, respectively.

  The Black-Scholes model was developed for use in estimating the fair value
of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions. Because Willis Group Holdings employee stock options
have characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its
employee stock options.

  Time-based stock option transactions under the plans are as follows:

<TABLE>
<CAPTION>
                                                          2001                         2000                         1999
                                                -------------------------    -------------------------    -------------------------
                                                                 Weighted                     Weighted                     Weighted
                                                                  average                      average                      average
                                                                 exercise                     exercise                     exercise
                                                      Shares     price(i)          Shares        price           Shares       price
 -------------------------------------------   -------------     --------   -------------     --------    -------------    --------
<S>                                            <C>              <C>         <C>              <C>         <C>              <C>
Balance, beginning of year                        17,323,456      (L)2.00      11,004,108      (L)2.00       10,988,483     (L)2.00
Granted                                            1,962,640     (L)11.68       7,155,472      (L)2.00          398,125     (L)2.00
Exercised                                           (238,570)     (L)2.28         (61,375)     (L)2.00                -           -
Forfeited                                           (323,635)     (L)2.12        (774,749)     (L)2.00         (382,500)    (L)2.00
                                               -------------     --------   -------------     --------    -------------    --------
Balance, end of year                              18,723,891      (L)3.01      17,323,456      (L)2.00       11,004,108     (L)2.00
                                               =============     ========   =============     ========    =============    ========
Options exercisable at year-end                    5,385,939      (L)2.00       2,438,622      (L)2.00                -           -
 ===========================================   =============     ========   =============     ========    =============    ========
</TABLE>


(i) In 2001, certain options are exercisable in dollars. A year-end exchange
rate of (L)1 = $1.45 has been used.


                                      F-54

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

  A summary of time-based options outstanding and exercisable at December 31,
2001 is as follows:

<TABLE>
<CAPTION>
                                                           Options outstanding                           Options exercisable
                                           ---------------------------------------------------    ---------------------------------
                                                                    Weighted
                                                                     average
                                                                   remaining          Weighted                             Weighted
                                                    Shares       contractual           average             Shares           average
Range of exercise prices                       outstanding      life (years)    exercise price        exercisable    exercise price
---------------------------------------     --------------    --------------    --------------     --------------    --------------
<S>                                        <C>               <C>                <C>               <C>               <C>
(L)2.00                                         16,791,619                 7           (L)2.00          5,385,939           (L)2.00
(L)9.31                                          1,082,602                10           (L)9.31                  -                 -
(L)12.57 - (L)16.08                                849,670                10          (L)14.99                  -                 -
---------------------------------------     --------------    --------------    --------------     --------------    --------------
(L)2.00 - (L)16.08                              18,723,891                 7           (L)3.01          5,385,939           (L)2.00
=======================================     ==============    ==============    ==============     ==============    ==============
</TABLE>


  Performance-based stock option transactions under the plans are as follows:

<TABLE>
<CAPTION>
                                                          2001                         2000                         1999
                                                -------------------------    -------------------------    -------------------------
                                                                 Weighted                     Weighted                     Weighted
                                                                  average                      average                      average
                                                                 exercise                     exercise                     exercise
                                                      Shares        price          Shares        price           Shares       price
 -------------------------------------------   -------------     --------   -------------     --------    -------------    --------
<S>                                            <C>              <C>         <C>              <C>         <C>              <C>
Balance, beginning of year                        11,608,109      (L)2.00      11,004,108      (L)2.00       10,988,483     (L)2.00
 Granted                                              25,000      (L)2.00       1,378,750      (L)2.00          398,125     (L)2.00
 Forfeited                                          (358,437)     (L)2.00        (774,749)     (L)2.00         (382,500)    (L)2.00
                                               -------------     --------   -------------     --------    -------------    --------
Balance, end of year                              11,274,672      (L)2.00      11,608,109      (L)2.00       11,004,108     (L)2.00
                                               =============     ========   =============     ========    =============    ========
Options exercisable at year-end                            -            -               -            -                -           -
 ===========================================   =============     ========   =============     ========    =============    ========
</TABLE>


  The weighted-average remaining contractual life of performance-based options
outstanding at December 31, 2001 was 7 years.

Restructuring costs

  Under US GAAP the Group recorded charges of (L)12.1 million and (L)4.0
million primarily for employee termination benefits and excess operating lease
obligations as a result of restructuring plans during the years ended December
31, 2000 and 1999, respectively. Such charges have been recorded as
restructuring costs in the consolidated statements of operations.

  In the fourth quarter of 1999, the Group announced a comprehensive
restructuring plan to segment accounts, eliminate unprofitable accounts and
activities, consolidate several sales process functions and streamline and
centralize client service functions such as claims handling, policy issuance
and the issuance of insurance certificates in the North American operations.
Pursuant to this plan, the Group expects to eliminate 275 positions and
physically segregate and discontinue use of certain leased office space which,
where economically feasible, will be subleased. This restructuring plan
resulted in the Group recording a charge of (L)4.0 million representing
employee termination benefits in 1999 and a charge of (L)6.9 million
representing excess operating lease obligations (net of expected sublease
income) in 2000. At December 31, 2001, 277 employees had been terminated as a
result of the restructuring plan.


                                      F-55

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

  In 2000, the Group developed a plan to exit certain business lines including
the sale of the municipality business of Public Entities National Corporation
("PENCO"), part of the US wholesale operations, and the sale or closure of
certain other non-strategic businesses. As a result of these plans, it is
expected that approximately 250 employees will be terminated. The sale of the
municipality business of PENCO was completed in January 2001 while the
proposed sale or closure of certain other non-strategic businesses is expected
to be completed during the second quarter of 2002. Restructuring charges of
(L)5.2 million were recorded by the Group in the fourth quarter of 2000,
representing (L)2.8 million of employee termination benefits, (L)0.8 million
of excess operating lease obligations and (L)1.6 million of other exit costs
relating to these plans. At December 31, 2001, 75 employees had been
terminated.

  Selected information for restructuring charges follows:

<TABLE>
<CAPTION>
                                                                                        Excess
                                                                    Employee         operating
                                                                 termination             lease
                                                                    benefits       obligations              Other             Total
 ---------------------------------------------------------    --------------    --------------     --------------    --------------
                                                                                          ((L) million)
<S>                                                          <C>                <C>               <C>               <C>
January 1, 1999                                                            -                 -                  -                 -
Restructuring charge                                                     4.0                 -                  -               4.0
                                                              --------------    --------------     --------------    --------------
December 31, 1999                                                        4.0                 -                  -               4.0
Restructuring charge                                                     2.8               7.7                1.6              12.1
Used in year                                                            (3.5)             (2.4)              (0.3)             (6.2)
                                                              --------------    --------------     --------------    --------------
December 31, 2000                                                        3.3               5.3                1.3               9.9
                                                              --------------    --------------     --------------    --------------
Used in year                                                            (1.7)             (2.6)                 -              (4.3)
Foreign exchange and other                                              (0.1)              0.7                0.4               1.0
                                                              --------------    --------------     --------------    --------------
December 31, 2001                                                        1.5               3.4                1.7               6.6
 =========================================================    ==============    ==============     ==============    ==============
</TABLE>


Debt and equity securities

  US GAAP requires debt and equity investments to be classified into three
categories: held-to-maturity, trading and available-for-sale. All the Group's
investments have been classified as available-for-sale.

  The debt securities held at December 31, 2001 comprise:

<TABLE>
<CAPTION>
                                                                                    Unrealized         Unrealized
                                                              Amortized cost             gains             losses        Fair value
 ---------------------------------------------------------    --------------    --------------     --------------    --------------
                                                                                          ((L) million)
<S>                                                          <C>                <C>               <C>               <C>
US Government securities                                                 2.5               0.1                  -               2.6
UK Government securities                                                 2.0                 -                  -               2.0
Other foreign government securities                                     13.8               0.6                  -              14.4
Corporate debt securities                                                9.9               0.2               (0.1)             10.0
                                                              --------------    --------------     --------------    --------------
                                                                        28.2               0.9               (0.1)             29.0
 =========================================================    ==============    ==============     ==============    ==============
</TABLE>


  During 2001 sales of debt securities totalled (L)10.1 million (2000 :
(L)16.4 million). Realized gains and losses on debt securities are included in
earnings.


                                      F-56

<PAGE>


Note 31 - Differences between accounting principles generally accepted in the
United Kingdom and the United States (continued)

  Maturities of debt securities held at December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                                             2001           2000
--------------------------------------------------    -----------    -----------
                                                            ((L) million)
<S>                                                   <C>            <C>
after one year through five years                            28.2           23.9
after five years                                                -            2.6
                                                      -----------    -----------
                                                             28.2           26.5
==================================================    ===========    ===========
</TABLE>


Segments

  SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131") establishes standards for reporting information
about operating segments and related disclosures, products and services,
geographic areas and major customers. Operating segments are components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision-maker in deciding how to
allocate resources and in assessing performance.

  The Group conducts its worldwide insurance brokerage activities through
three operating segments: US Operations, International and Global Business.
Each operating segment exhibits similar economic characteristics, provides
similar products and services and distributes same through common distribution
channels to a common type or class of customer. In addition, the regulatory
environment in each region is similar. Consequently, for financial reporting
purposes the Group has aggregated these three operating segments into one
reportable segment.

  None of the Group's customers represented more than 10% of the Group's
consolidated commissions and fees for the years ended December 31, 2001, 2000
and 1999.

  The Group has not reported revenues from external customers for each product
and service or each group of similar products and services as the Group's
internal systems do not allow for the generation of such information.

Note 32 - New accounting standards

  The following UK accounting standards have been recently issued:

  FRS 17, "Retirement Benefits", was issued in November 2000, and is fully
effective for accounting periods ending on or after June 22, 2003. Certain of
the disclosure requirements are effective for periods prior to the June 2003
deadline. Those disclosure requirements applicable for the year ended December
31, 2001 are provided in note 26. The standard requires that financial
statements reflect at fair value the assets and liabilities arising from an
employer's retirement benefit obligations and related funding. The operating
costs of providing retirement benefits are recognized in the period in which
they are earned together with any related finance costs and changes in the
value of the related assets and liabilities. The impact of FRS 17 on the
Group's financial position and results has not yet been determined and is
currently under review.

  FRS 19, "Deferred Tax", was issued in December 2000, and is effective for
accounting periods ending on or after January 23, 2002. The standard requires
full provision to be made for deferred tax assets and liabilities arising from
most types of timing difference. The standard allows, but does not require, a
policy of discounting deferred tax assets and liabilities. The impact of FRS
19 on the Group's financial position and results has not yet been determined
and is currently under review.


                                      F-57

<PAGE>


Note 32 - New accounting standards (continued)

  The following US accounting standards have been recently issued:

  In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations"("SFAS 141"), and SFAS No.142, "Goodwill and Intangible
Assets" ("SFAS 142"). SFAS 141 requires the purchase method of accounting for
business combinations occurring after June 30, 2001 and eliminates the
pooling-of-interests method. SFAS 142, which became effective from January 1,
2002, requires that goodwill and other intangible assets that have an
indefinite useful life will no longer be amortized but rather will be tested
at least annually for impairment. SFAS 142 also requires the Group to perform
a transitional assessment of whether there is an indication that goodwill was
impaired at the date of initial application, January 1, 2002. Any goodwill
impairment loss is required to be recognized as the cumulative effect of a
change in accounting principle no later than the end of the year of initial
application. The Group is also required to review its other intangible assets
for impairment and to reassess the useful lives of such assets and make
necessary adjustments. At January 1, 2002, the Group had goodwill, net of
accumulated amortization, of (L)835.7 million, which would be subject to the
transitional assessment provisions of SFAS 142. Amortization of goodwill for
the year ended December 31, 2001 was (L)23.9 million.

  In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 addresses financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be disposed of.
SFAS 144 became effective for fiscal years beginning after December 15, 2001.
The Company does not expect the application of this standard will have a
material effect.

Note 33 - Condensed consolidating financial information

  In February 1999, Willis North America (the "Issuer"), a wholly owned
subsidiary of the Company, issued the Notes. The Company and Willis Partners,
also a wholly owned subsidiary of the Company, jointly and severally, fully
and unconditionally, irrevocably guaranteed the Notes.

  In connection with these guarantees, the Company is required to provide
condensed consolidating financial information for its subsidiary guarantors.
This information is presented below for: (i) the Company, on a stand alone
basis as a guarantor, (ii) Willis Partners, also as a guarantor, (iii) the
Issuer, (iv) other non-guarantor subsidiaries of the Company on a combined
basis ("Other"), (v) consolidating adjustments ("Eliminations") and (vi) total
consolidated amounts ("Consolidated"). The Company column presents investments
in all subsidiaries under the equity method.


                                      F-58

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

All financial statements are prepared according to UK GAAP and reconciled with
US GAAP.

<TABLE>
<CAPTION>
                                                                            Year ended December 31, 2001
                                                  ---------------------------------------------------------------------------------
                                                         The        Willis
Consolidated Statement of Operations                  Company      Partners     The Issuer         Other  Eliminations  Consolidated
----------------------------------------------    ----------    ----------     ----------    ----------    ----------    ----------
                                                                                    ((L) million)
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
Operating revenues                                       3.2             -          459.0         540.8         (14.6)        988.4
Operating expenses                                      (1.4)            -         (368.7)       (392.2)         (3.8)       (766.1)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Operating income/(loss)                                  1.8             -           90.3         148.6         (18.4)        222.3
Loss on disposal/closure of operations                     -             -              -          (3.7)         (0.4)         (4.1)
Share of profit/(loss) of associates                       -             -              -           8.6          (1.4)          7.2
Equity accounted subsidiaries                          118.3             -              -             -        (118.3)            -
Interest income                                        101.6             -           44.5         128.3        (216.2)         58.2
Interest expense                                           -         (23.5)         (54.7)        (16.8)         38.1         (56.9)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Income/(loss) before taxation                          221.7         (23.5)          80.1         265.0        (316.6)        226.7
Taxation                                               (78.9)            -          (21.1)        (42.4)         63.5         (78.9)
Equity minority interests                                  -             -              -          (0.2)         (4.8)         (5.0)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Net income/(loss)                                      142.8         (23.5)          59.0         222.4        (257.9)        142.8
Adjustments to accord with US GAAP
Operating expenses - performance options                   -             -          (48.6)        (61.5)            -        (110.1)
Amortization of goodwill and expirations                   -             -              -             -         (22.3)        (22.3)
Gain on the disposal of operations                         -             -              -             -          16.2          16.2
Gain on derivative instruments                             -             -              -           1.5             -           1.5
Pension costs                                              -             -            3.2           5.3             -           8.5
Interest on tax refund relating to prior
  acquisitions                                             -             -           (1.6)            -             -          (1.6)
Tax refund relating to prior acquisition                   -             -           (1.8)            -             -          (1.8)
Equity accounted subsidiaries                         (101.4)            -              -             -         101.4             -
Deferred tax                                               -             -           17.3          (1.6)         (7.5)          8.2
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Net income/(loss) as adjusted to accord with
  US GAAP                                               41.4         (23.5)          27.5         166.1        (170.1)         41.4
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
</TABLE>


                                      F-59

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

<TABLE>
<CAPTION>
                                                                            Year ended December 31, 2000
                                                  ---------------------------------------------------------------------------------
                                                         The        Willis
Consolidated Statement of Operations                  Company      Partners     The Issuer         Other  Eliminations  Consolidated
----------------------------------------------    ----------    ----------     ----------    ----------    ----------    ----------
                                                                                    ((L) million)
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
Operating revenues                                       2.2             -          405.2         468.6         (15.0)        861.0
Operating expenses                                      (0.7)            -         (355.6)       (358.2)        (16.6)       (731.1)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Operating income/(loss)                                  1.5             -           49.6         110.4         (31.6)        129.9
Gain/(loss) on disposal/closure of operations            0.2             -           (5.2)         95.6         (95.7)         (5.1)
Share of profit/(loss) of associates                       -             -              -           6.0          (1.4)          4.6
Equity accounted subsidiaries                           91.7             -              -             -         (91.7)            -
Interest income                                         34.8             -           52.3          70.8         (99.7)         58.2
Interest expense                                           -         (25.1)         (56.0)        (16.8)         40.0         (57.9)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Income/(loss) before taxation                          128.2         (25.1)          40.7         266.0        (280.1)        129.7
Taxation                                               (36.8)            -           (7.6)        (27.0)         34.6         (36.8)
Equity minority interests                                  -             -              -          (0.2)         (1.3)         (1.5)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Net income/(loss)                                       91.4         (25.1)          33.1         238.8        (246.8)         91.4
Adjustments to accord with US GAAP
Operating expenses - restructuring costs                   -             -           (6.9)            -             -          (6.9)
Amortization of goodwill and expirations                   -             -              -             -         (21.2)        (21.2)
Gain on the disposal of operations                         -             -              -           0.2             -           0.2
Revaluation of forward exchange contracts and
  other financial instruments                              -             -              -          (1.6)            -          (1.6)
Pension costs                                              -             -            7.1          (0.2)            -           6.9
Equity accounted subsidiaries                          (23.6)            -              -             -          23.6             -
Deferred tax                                               -             -           (0.3)          0.6          (1.3)         (1.0)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Net income/(loss) as adjusted to accord with
  US GAAP                                               67.8         (25.1)          33.0         237.8        (245.7)         67.8
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
</TABLE>


                                      F-60

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

<TABLE>
<CAPTION>
                                                                            Year ended December 31, 1999
                                                  ---------------------------------------------------------------------------------
                                                         The        Willis
Consolidated Statement of Operations                  Company      Partners     The Issuer         Other  Eliminations  Consolidated
----------------------------------------------    ----------    ----------     ----------    ----------    ----------    ----------
                                                                                    ((L) million)
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
Operating revenues                                       3.4             -          359.2         415.1         (11.3)        766.4
Operating expenses before exceptional items              2.0             -         (357.1)       (355.5)         (4.2)       (714.8)
Exceptional items                                          -             -              -         (54.6)            -         (54.6)
Operating expenses                                       2.0             -         (357.1)       (410.1)         (4.2)       (769.4)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Operating income/(loss)                                  5.4             -            2.1           5.0         (15.5)         (3.0)
Gain/(loss) on disposal/closure of operations            0.3             -              -           4.1          (2.9)          1.5
Share of profit/(loss) of associates                       -             -              -           8.0          (1.4)          6.6
Equity accounted subsidiaries                          (32.1)            -              -             -          32.1             -
Interest income                                         31.2             -           51.2          34.4         (60.0)         56.8
Interest expense                                        (0.1)        (22.4)         (53.5)        (11.8)         33.6         (54.2)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Income/(loss) before taxation                            4.7         (22.4)          (0.2)         39.7         (14.1)          7.7
Taxation                                               (11.1)            -            6.6         (12.4)          5.8         (11.1)
Equity minority interests                                  -             -              -          (0.1)         (2.9)         (3.0)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Net (loss)/income                                       (6.4)        (22.4)           6.4          27.2         (11.2)         (6.4)
Adjustments to accord with US GAAP
Operating expenses - pension review                        -             -              -          15.0             -          15.0
Operating expenses - restructuring costs                   -             -            6.5             -             -           6.5
Amortization of goodwill and expirations                   -             -              -             -         (19.9)        (19.9)
Gain on the disposal of operations                         -             -              -           4.8             -           4.8
Revaluation of forward exchange contracts and
  other financial instruments                              -             -              -          (2.0)            -          (2.0)
Pension costs                                              -             -          (13.9)          1.3             -         (12.6)
Equity accounted subsidiaries                          (11.2)            -              -             -          11.2             -
Deferred tax                                               -             -            3.9           0.2          (7.1)         (3.0)
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Net (loss)/income as adjusted to accord with
  US GAAP                                              (17.6)        (22.4)           2.9          46.5         (27.0)        (17.6)
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
</TABLE>


                                      F-61

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

<TABLE>
<CAPTION>
                                                                            Year ended December 31, 2001
                                                  ---------------------------------------------------------------------------------
                                                         The        Willis
Consolidated Balance Sheet                           Company      Partners     The Issuer         Other  Eliminations  Consolidated
----------------------------------------------    ----------    ----------     ----------    ----------    ----------    ----------
                                                                                    ((L) million)
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
ASSETS
Current assets
Cash and short-term deposits                               -             -           41.6         626.1           0.1         667.8
Investments                                                -             -          178.9         151.2             -         330.1
Accounts receivable                                    841.7             -        2,590.6       2,648.8        (732.8)      5,348.3
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total current assets                                841.7             -        2,811.1       3,426.1        (732.7)      6,346.2
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Fixed assets
Intangible assets - goodwill                               -             -            1.9          91.2         (64.4)         28.7
Tangible assets                                            -             -           35.5          92.2             -         127.7
Investments                                            109.0         349.6            0.9         985.3      (1,399.7)         45.1
Equity accounted subsidiaries                         (397.9)            -              -             -         397.9             -
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total fixed assets                                 (288.9)        349.6           38.3       1,168.7      (1,066.2)        201.5
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Total assets                                           552.8         349.6        2,849.4       4,594.8      (1,798.9)      6,547.7
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable                                           -             -        1,793.7       2,893.4             -       4,687.1
Corporate tax                                            3.1             -            5.6          39.2          26.9          74.8
Accruals and deferred income                             0.2             -           20.5          90.5             -         111.2
Other current liabilities                              342.1          77.5          251.3         600.6        (488.9)        782.6
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total current liabilities                           345.4          77.5        2,071.1       3,623.7        (462.0)      5,655.7
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Noncurrent liabilities
Bank loans and loan notes                                  -             -          541.0             -             -         541.0
Other noncurrent liabilities                               -         275.9           30.0           6.3        (275.9)         36.3
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total noncurrent liabilities                            -         275.9          571.0           6.3        (275.9)        577.3
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Provisions for liabilities and charges                     -             -           17.4          65.1          14.1          96.6
Equity minority interests                                  -             -              -           0.4          10.3          10.7
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total liabilities and minority interests            345.4         353.4        2,659.5       3,695.5        (713.5)      6,340.3
                                                  ----------    ----------     ----------    ----------    ----------    ----------
 Total shareholders' equity                            207.4          (3.8)         189.9         899.3      (1,085.4)        207.4
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Total liabilities and shareholders' equity             552.8         349.6        2,849.4       4,594.8      (1,798.9)      6,547.7
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
 Total shareholders' equity under UK GAAP              207.4          (3.8)         189.9         899.3      (1,085.4)        207.4
Adjustments to accord with US GAAP
Fixed assets
 Intangible assets
   Goodwill                                                -             -              -             -         835.7         835.7
 Equity accounted subsidiaries                         868.9             -              -             -        (868.9)            -
Current assets
 Investments                                               -             -              -           0.9             -           0.9
 Receivables - derivative instruments                      -             -              -          12.3             -          12.3
 Pension cost asset                                        -             -              -          12.0             -          12.0
Noncurrent assets
 Receivables - derivative instruments                      -             -              -          10.1             -          10.1
Current liabilities
 Payables - derivative instruments                         -             -              -          (1.8)            -          (1.8)
Noncurrent liabilities
 Pension cost liability                                    -             -          (27.3)            -             -         (27.3)
Payables - derivative instruments                          -             -           (5.4)         (2.2)            -          (7.6)
Taxation                                                   -             -              -          (0.7)            -          (0.7)
Deferred taxes - effect of above adjustments               -             -           33.6           1.7             -          35.3
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Shareholders' equity as adjusted to accord
  with US GAAP                                       1,076.3          (3.8)         190.8         931.6      (1,118.6)      1,076.3
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
</TABLE>


                                      F-62

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

<TABLE>
<CAPTION>
                                                                            Year ended December 31, 2000
                                                  ---------------------------------------------------------------------------------
                                                         The        Willis
Consolidated Balance Sheet                           Company      Partners     The Issuer         Other  Eliminations  Consolidated
----------------------------------------------    ----------    ----------     ----------    ----------    ----------    ----------
                                                                                    ((L) million)
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
ASSETS
Current assets
Cash and short-term deposits                             0.1             -          111.7         315.2           0.1         427.1
Investments                                                -             -           73.7         244.7             -         318.4
Accounts receivable                                    696.4             -        2,302.1       2,181.8        (668.5)      4,511.8
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total current assets                                696.5             -        2,487.5       2,741.7        (668.4)      5,257.3
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Fixed assets
Intangible assets - goodwill                               -             -            2.4          70.7         (37.9)         35.2
Tangible assets                                            -             -           27.1         100.9             -         128.0
Investments                                            109.1         337.9            0.9       1,009.1      (1,412.3)         44.7
Equity accounted subsidiaries                         (427.7)            -              -             -         427.7             -
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total fixed assets                                 (318.6)        337.9           30.4       1,180.7      (1,022.5)        207.9
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Total assets                                           377.9         337.9        2,517.9       3,922.4      (1,690.9)      5,465.2
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable                                           -             -        1,462.4       2,288.1         (94.7)      3,655.8
Corporate tax                                            2.9             -            3.9          20.6          14.2          41.6
Accruals and deferred income                             0.5             -           38.8          47.0             -          86.3
Other current liabilities                              289.1          52.4          203.2         588.4        (325.1)        808.0
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total current liabilities                           292.5          52.4        1,708.3       2,944.1        (405.6)      4,591.7
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Noncurrent liabilities
Bank loans and loan notes                                  -             -          634.3             -             -         634.3
Other noncurrent liabilities                               -         266.7           28.6           7.3        (266.7)         35.9
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total noncurrent liabilities                            -         266.7          662.9           7.3        (266.7)        670.2
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Provisions for liabilities and charges                     -             -           20.3          84.4           0.4         105.1
Equity minority interests                                  -             -              -           0.7          12.1          12.8
                                                  ----------    ----------     ----------    ----------    ----------    ----------
   Total liabilities and minority interests            292.5         319.1        2,391.5       3,036.5        (659.8)      5,379.8
                                                  ----------    ----------     ----------    ----------    ----------    ----------
 Total shareholders' equity                             85.4          18.8          126.4         885.9      (1,031.1)         85.4
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Total liabilities and shareholders' equity             377.9         337.9        2,517.9       3,922.4      (1,690.9)      5,465.2
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
 Total shareholders' equity under UK GAAP               85.4          18.8          126.4         885.9      (1,031.1)         85.4
Adjustments to accord with US GAAP
Fixed assets
 Intangible assets
   Goodwill                                                -             -              -             -         829.4         829.4
 Equity accounted subsidiaries                         832.4             -              -             -        (832.4)            -
Current assets
 Investments                                               -             -              -           0.5             -           0.5
 Receivables - unrealized gain on forward
  exchange contracts                                       -             -              -          (0.9)            -          (0.9)
 Pension cost asset                                        -             -              -           6.7             -           6.7
Noncurrent liabilities
 Pension cost liability                                    -             -          (29.5)            -             -         (29.5)
Deferred taxes - effect of above adjustments               -             -           11.2          (1.7)         16.7          26.2
                                                  ----------    ----------     ----------    ----------    ----------    ----------
Shareholders' equity as adjusted to accord
  with US GAAP                                         917.8          18.8          108.1         890.5      (1,017.4)        917.8
==============================================    ==========    ==========     ==========    ==========    ==========    ==========
</TABLE>


                                      F-63

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

<TABLE>
<CAPTION>
                                                                               Year ended December 31, 2001
                                                       ----------------------------------------------------------------------------
                                                             The        Willis
Consolidated Statement of Cash Flows                     Company      Partners   The Issuer        Other  Eliminations Consolidated
---------------------------------------------------    ---------     ---------    ---------    ---------     ---------    ---------
                                                                                      ((L) million)
<S>                                                    <C>          <C>          <C>           <C>          <C>          <C>
Net cash inflow from operating activities                      -             -        210.3        263.9             -        474.2
Dividends from associates                                      -             -            -          2.6             -          2.6
Net cash inflow/(outflow) for returns on
  investment and servicing of finance                       80.7         (23.5)         7.8        129.6        (192.7)         1.9
Taxation                                                    (3.3)            -        (21.9)        (3.5)            -        (28.7)
Net cash outflow for capital expenditure and
  financial investment                                         -             -        (16.7)        (8.1)            -        (24.8)
Net cash (outflow)/inflow for acquisitions and
  dispositions                                              (0.5)            -          2.1         11.6             -         13.2
Equity dividends paid                                      (15.1)            -            -       (192.7)        192.7        (15.1)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
Cash flow before management of liquid resources
  and financing                                             61.8         (23.5)       181.6        203.4             -        423.3
Management of liquid resources                                 -             -         (1.4)        (4.0)            -         (5.4)
Net cash (outflow)/inflow from financing                   (61.9)         23.5       (153.0)        20.2             -       (171.2)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
(Decrease)/increase in cash in the year                     (0.1)            -         27.2        219.6             -        246.7
===================================================    =========     =========    =========    =========     =========    =========
Consolidated Statement of Cash Flows in accordance
  with US GAAP
Cash provided by/(used in) operating activities             77.4         (23.5)       179.2        188.1        (192.7)       228.5
Cash (used in)/provided by investing activities             (0.5)            -        (11.2)         2.1             -         (9.6)
Cash (used in)/provided by financing activities            (77.0)         23.5       (153.0)      (177.5)        192.7       (191.3)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
(Decrease)/increase in cash and cash equivalents            (0.1)            -         15.0         12.7             -         27.6
Effect of foreign exchange rates                               -             -          0.1         (0.6)            -         (0.5)
Cash and cash equivalents at start of year                   0.1             -          5.7         52.7             -         58.5
                                                       ---------     ---------    ---------    ---------     ---------    ---------
Cash and cash equivalents at end of year                       -             -         20.8         64.8             -         85.6
===================================================    =========     =========    =========    =========     =========    =========
</TABLE>


                                      F-64

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

<TABLE>
<CAPTION>
                                                                               Year ended December 31, 2000
                                                       ----------------------------------------------------------------------------
                                                             The        Willis
Consolidated Statement of Cash Flows                     Company      Partners   The Issuer        Other  Eliminations Consolidated
---------------------------------------------------    ---------     ---------    ---------    ---------     ---------    ---------
                                                                                      ((L) million)
<S>                                                    <C>          <C>          <C>           <C>          <C>          <C>
Net cash inflow from operating activities                      -          (0.1)        65.5        141.0             -        206.4
Dividends from associates                                      -             -            -          3.2             -          3.2
Net cash inflow/(outflow) for returns on
  investment and servicing of finance                       27.2         (24.8)         5.1         68.5         (74.7)         1.3
Taxation                                                    (4.2)            -         (9.5)        (4.3)            -        (18.0)
Net cash outflow for capital expenditure and
  financial investment                                         -             -         (6.0)       (10.8)            -        (16.8)
Net cash outflow for acquisitions and dispositions             -             -         (0.9)        (4.9)            -         (5.8)
Equity dividends paid                                      (13.1)            -            -        (74.7)         74.7        (13.1)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
Cash flow before management of liquid resources
  and financing                                              9.9         (24.9)        54.2        118.0             -        157.2
Management of liquid resources                                 -             -        (34.1)         1.6             -        (32.5)
Net cash (outflow)/inflow from financing                   (17.6)         24.8        (28.3)       (53.3)            -        (74.4)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
(Decrease)/increase in cash in the year                     (7.7)         (0.1)        (8.2)        66.3             -         50.3
===================================================    =========     =========    =========    =========     =========    =========
Consolidated Statement of Cash Flows in accordance
  with US GAAP
Cash provided by/(used in) operating activities             23.0         (24.9)        35.2        167.4         (74.7)       126.0
Cash used in investing activities                              -             -         (6.9)       (21.4)            -        (28.3)
Cash (used in)/provided by financing activities            (30.7)         24.8        (28.3)      (128.0)         74.7        (87.5)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
(Decrease)/increase in cash and cash equivalents            (7.7)         (0.1)           -         18.0             -         10.2
Effect of foreign exchange rates                               -             -          0.4         (0.8)            -         (0.4)
Cash and cash equivalents at start of year                   7.8           0.1          5.3         35.5             -         48.7
                                                       ---------     ---------    ---------    ---------     ---------    ---------
Cash and cash equivalents at end of year                     0.1             -          5.7         52.7             -         58.5
===================================================    =========     =========    =========    =========     =========    =========
</TABLE>


                                      F-65

<PAGE>


Note 33 - Condensed consolidating financial information (continued)

<TABLE>
<CAPTION>
                                                                               Year ended December 31, 1999
                                                       ----------------------------------------------------------------------------
                                                             The        Willis
Consolidated Statement of Cash Flows                     Company      Partners   The Issuer        Other  Eliminations Consolidated
---------------------------------------------------    ---------     ---------    ---------    ---------     ---------    ---------
                                                                                      ((L) million)
<S>                                                    <C>          <C>          <C>           <C>          <C>          <C>
Net cash inflow from operating activities                      -             -         42.8         87.6             -        130.4
Dividends from associates                                      -             -            -          2.2             -          2.2
Net cash inflow/(outflow) for returns on
  investment and servicing of finance                       20.8         (18.6)        (0.4)        33.1         (37.7)        (2.8)
Taxation                                                     1.5             -          2.4        (16.7)            -        (12.8)
Net cash outflow for capital expenditure and
  financial investment                                         -             -         (7.8)       (10.3)            -        (18.1)
Net cash outflow for acquisitions and dispositions           3.1             -         (0.1)       (13.5)            -        (10.5)
Equity dividends paid                                       (9.9)            -            -        (37.7)         37.7         (9.9)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
Cash flow before management of liquid resources
  and financing                                             15.5         (18.6)        36.9         44.7             -         78.5
Management of liquid resources                                 -             -        (17.3)       (26.0)            -        (43.3)
Net cash (outflow)/inflow from financing                   (23.3)         18.6        (24.6)       (21.4)            -        (50.7)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
(Decrease)/increase in cash in the year                     (7.8)            -         (5.0)        (2.7)            -        (15.5)
===================================================    =========     =========    =========    =========     =========    =========
Consolidated Statement of Cash Flows in accordance
  with US GAAP
Cash provided by/(used in) operating activities             22.3         (18.6)        35.4         55.9         (37.7)        57.3
Cash used in investing activities                            3.1             -         (7.9)        (8.2)            -        (13.0)
Cash (used in)/provided by financing activities            (33.2)         18.6        (29.3)       (59.1)         37.7        (65.3)
                                                       ---------     ---------    ---------    ---------     ---------    ---------
(Decrease)/increase in cash and cash equivalents            (7.8)            -         (1.8)       (11.4)            -        (21.0)
Effect of foreign exchange rates                               -             -          0.1         (1.2)            -         (1.1)
Cash and cash equivalents at start of year                  15.6           0.1          7.0         48.1             -         70.8
                                                       ---------     ---------    ---------    ---------     ---------    ---------
Cash and cash equivalents at end of year                     7.8           0.1          5.3         35.5             -         48.7
===================================================    =========     =========    =========    =========     =========    =========
</TABLE>


                                      F-66

<PAGE>


Note 34 - Companies Act

  These financial statements do not comprise the Company's statutory accounts
within the meaning of section 240 of the Companies Act. Statutory accounts for
the years ended December 31, 1999 and 2000 have been, and statutory accounts
for the year ended December 31, 2001 will be, delivered to the Registrar of
Companies for England and Wales. The auditors' reports on such accounts were
unqualified.

Note 35 - Subsequent events

  On January 1, 2002, the Group acquired a further 22%, in addition to the 45%
already owned, in Jaspers Wuppesahl, Germany's third largest insurance broker,
to improve the Group's market position and broaden its global offering and
capabilities on behalf of its clients. Accordingly, Jaspers Wuppesahl (since
renamed Willis GmbH & Co. K.G.) will be accounted for as a subsidiary from the
date of acquisition. The aggregate cash purchase price was (L)9.9 million, of
which (L)3.7 million was deferred to 2003.

  The following table summarizes the estimated fair value of the assets and
liabilities acquired on a 100% basis as they will be consolidated from January
1, 2002:

<TABLE>
<CAPTION>
                                                                            2001
-----------------------------------------------------------------    -----------
                                                                        ((L)
                                                                      million)
<S>                                                                  <C>
Current assets                                                              50.3
Fixed assets                                                                 8.3
Goodwill                                                                    33.4
Current liabilities                                                        (53.8)
Minority interest                                                           (1.4)
                                                                     -----------
                                                                            36.8
Less: Equity investment at December 31, 2001                                26.9
                                                                     -----------
Net assets acquired                                                          9.9
=================================================================    ===========
</TABLE>


  The purchase price allocation has yet to be finalized. None of the goodwill
will be deductible for tax purposes.


                                      F-67

<PAGE>

                                                                    SCHEDULE II

                 WILLIS GROUP LIMITED AND SUBSIDIARY COMPANIES

                       VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
                                                                             Additions      Additions
                                                             Balance at     charged to     charged to
                                                              beginning      costs and          other                    Balance at
Description                                                     of year       expenses       accounts     Deductions    end of year
--------------------------------------------------------    -----------    -----------    -----------    -----------    -----------
                                                                                                 ((L)
                                                                                             million)
<S>                                                         <C>            <C>            <C>            <C>            <C>
Year ended December 31, 2001
 Provision for bad and doubtful debts                              15.7            6.8              -           (5.3)          17.2
 Deferred tax valuation allowance                                  47.5              -              -           (4.3)          43.2
                                                            -----------    -----------    -----------    -----------    -----------
Year ended December 31, 2000
 Provision for bad and doubtful debts                              15.3            5.2              -           (4.8)          15.7
 Deferred tax valuation allowance                                  62.0              -              -          (14.5)          47.5
                                                            -----------    -----------    -----------    -----------    -----------
Year ended December 31, 1999
 Provision for bad and doubtful debts                              11.8            6.3              -           (2.8)          15.3
 Deferred tax valuation allowance                                  48.5              -           18.4           (4.9)          62.0
========================================================    ===========    ===========    ===========    ===========    ===========
</TABLE>


                                      S-1