UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2007 Willis Group Holdings Limited - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Bermuda - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-16503 98-0352587 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) c/o Willis Group Limited Ten Trinity Square - -------------------------------------------------------------------------------- London EC3P 3AX, England (Address of Principal Executive Offices) (44) (20) 7488-8111 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Item 5.02 (b) Departure of Directors or Certain Officers. Effective January 19, 2007, Eric R. Dinallo resigned as General Counsel of Willis Group Holdings Limited to serve as the New York State Insurance Superintendent in the new administration of Governor Eliot Spitzer. On January 25, 2007, Willis Group Holdings Limited announced the resignation of Richard J. S. Bucknall as Vice Chairman of Willis Group Holdings Limited effective March 31, 2007. Mr. Bucknall will also cease to be Chief Executive Officer of Willis Limited effective March 31, 2007, but will remain with the company in an advisory role through December 31, 2007. Willis Group Holdings Limited also announced on January 25, 2007, that David Margrett will replace Mr. Bucknall as Chairman and Chief Executive Officer of Willis Limited effective March 31, 2007. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Willis Group Holdings Limited dated December 15, 2006. 99.2 Press Release of Willis Group Holdings Limited dated January 25, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WILLIS GROUP HOLDINGS LIMITED Date: January 25, 2007. By: /s/ Mary E. Caiazzo --------------------------------------- Name: Mary E. Caiazzo Title: Deputy General Counsel
Exhibit 99.1 Willis Group Issues Statement on Eric Dinallo's Nomination to New York State Insurance Superintendent NEW YORK--(BUSINESS WIRE)--Dec. 15, 2006--Eric Dinallo, General Counsel of Willis Group Holdings, was today nominated by Governor-elect Eliot Spitzer of New York to serve as New York State Insurance Superintendent in the new administration. Joe Plumeri, Chairman and CEO of Willis, issued the following statement: Eric Dinallo is an individual with tremendous integrity and leadership who will be a valuable addition to the team Governor-elect Spitzer is assembling. During Eric's wide-ranging career in both the public and private sector, he has demonstrated the ability to cut through complex legal and regulatory issues and pursue a principle-based approach that promotes transparency and fair play. There is near-universal agreement that the regulation of the insurance industry needs reform and Eric is well-suited given his time with Willis and previously with Morgan Stanley to oversee this effort in New York. Over the past year, Eric has brought a meaningful perspective and has made a significant contribution to our corporate governance efforts as well as to how we embrace risk-based assessments and the changing paradigm of insurance regulation. He has done an outstanding job and while we are sorry to be losing Eric, I appreciate his deep commitment to public service, and am confident he will make an important contribution in his new role in promoting regulatory reform and New York's economic growth. Willis Group Holdings Limited is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. With over 300 offices in more than 100 countries, its global team of 15,400 Employees and Associates serves clients in some 190 countries. Willis is publicly traded on the New York Stock Exchange (NYSE: WSH). Additional information on Willis may be found on its web site: www.willis.com. Editor's note: Photo available upon request. CONTACT: Investors: Kerry K. Calaiaro, +1 212-837-0880 kerry.calaiaro@willis.com or Media: Dan Prince, +1 212-837-0806 daniel.prince@willis.com
Exhibit 99.2 Willis Group Announces the Retirement of Richard Bucknall NEW YORK--(BUSINESS WIRE)--Jan. 25, 2007--Willis Group Holdings Limited (NYSE:WSH), the global insurance broker, announced today that after an illustrious 40 year career in the insurance broking business, 21 of which with Willis, Richard Bucknall, Vice Chairman of the Group and Chairman and CEO of Willis Limited, the Company's UK business unit, has indicated his wish to retire. He will do so effective March 31, 2007 and will continue in an advisory role through the end of the year. Bucknall's career with Willis began in 1986 and over the course of his tenure, he has served the Company in several capacities all with great distinction and with an unyielding dedication to Willis' standards of excellence and the highest of insurance broking principles. In various leadership positions at the regional and global level, Bucknall has always had the respect and admiration of his colleagues at Willis and throughout the industry. "I am fortunate to have found such a leader as Richard Bucknall when I arrived at Willis in October 2000," said Joe Plumeri, Chairman and CEO of Willis. "His contributions to our company are countless and his impact is limited only by the span of the globe. Richard's leadership has helped guide Willis through exciting change and difficult challenges. During the time we worked together, I have valued his insights, experience and professionalism - and have been the beneficiary of his friendship and counsel. It has been my supreme pleasure to have worked so closely with him for the past six years and I wish him every success." "It has been an enormous privilege and my distinct honor to have spent the last 21 years of my career at Willis and the last six under the leadership and direction of Joe Plumeri," said Bucknall. "Joe has seen this Company through extraordinary changes in the insurance world - - from the events of 9/11 to the investigations that challenged the very core of our business. He accepted what was presented, rather than resisting the change, and then saw and realized an opportunity to lead this company in a new direction. I am leaving Willis today stronger than I found it and am grateful for all that Joe, Willis and the insurance industry has afforded me." David Margrett, maintaining his role as Chief Executive Officer of Willis' Global Specialities unit consisting of such areas as aerospace, construction, energy and marine, will assume the roles of Chairman and CEO of Willis Limited effective March 31, 2007. Willis Group Holdings Limited is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. With over 300 offices in more than 100 countries, its global team of 15,400 Employees and Associates serves clients in some 190 countries. Willis is publicly traded on the New York Stock Exchange (NYSE: WSH). Additional information on Willis may be found on its web site: www.willis.com. CONTACT: Willis Group Holdings Limited Investors: Kerry K. Calaiaro, +1 212 837-0880 kerry.calaiaro@willis.com or Media: Dan Prince, +1 212 837-0806 daniel.prince@willis.com