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 Filed by
Willis Group Holdings Limited pursuant to Rule 425 under the Securities Act of
1933, as amended, and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended. Subject Company: Hilb Rogal & Hobbs Company Subject Company’s Commission File No.: 000-15981 Associate Road Show The following is a presentation by Willis Group Holdings Limited to associates of Willis Group Holdings Limited: Willis and HRH The Best of Both Worlds |
 Transaction
Rationale Willis-HRH combination is strategically and financially
compelling Complementary geographic footprint doubles Willis’s North America revenues More than doubles Willis’s North America revenues in high potential Employee Benefits and Personal Lines Creates excellent revenue balance of 45% NA and 55% International Adds depth and breadth to other key practice areas Strengthens Willis’s middle market leadership and small commercial growth strategy • Willis average account size = $48,000 |
 Deal
Terms The numbers… • $2.1 billion • $46/share • 50% stock, 50% cash |
 Willis and HRH:
A Cultural Fit Here’s what we share: • Passion for client service • Commitment to serving clients locally – with global resources (Glocal) • Performance-driven culture • Energy and enthusiasm |
 5 Property & Casualty • Aviation • Construction • Environmental • Healthcare • Marine • Real Estate • Retail • Complex property Client base ranges from personal to large national accounts Primarily comprised of middle market and major commercial and industrial accounts Reinsurance 1% Wholesale 9% Personal Lines 6% Commercial P&C 63% Employee Benefits 21% U.S. middle market-focused broker with national footprint based in Glen Allen, Virginia 2007 revenue of $800 million 4,200 employees with over 140 offices throughout the U.S., 200 international employees Offers P&C, employee benefits and specialized brokerage Domestic Retail (85%) • 7 U.S. regional operating units that oversee offices Excess and Surplus (5%) • California, Florida, Illinois and Texas International (7%) • Primarily U.K-based wholesale and reinsurance brokerage HRH Overview Company Description Services and Clients 2007 Revenue by Product 2007 Total Revenues: $800 million • Employee benefits • Personal lines • Professional liability • Excess and surplus • Specialty lines • MGAs / MGUs • Executive Risk |
 6 Willis + HRH = Value Gap More geographic presence • Willis = 70, HRH = 140 locations in North America More talent • 1,100 Producers and Client Advocates More intellectual capital • 20+ industry practices • 400+ practice (product/industry/segment) Associates • 500+ claims and risk control experts More solutions • MGA, Insurance Noodle, Programs More market presence – deals and claims • $45 billion in premiums placed globally More tools / analytics • Willis Online, Willis Quality Index, Willis Re Analytics, Willis Research Network, WISDOM, Enterprise Risk, Employee Benefits |
 A Wealth of
Resources Construction Environmental Complex Property Energy Aerospace Healthcare Executive Risk Marine Real Estate Retail Bloodstock Fine Art Gaming International Food & Drink Employee Benefits Leisure Enterprise Risk Life Sciences Programs Captives MGA Financial Institutions Utilities Mining & Metals Personal Lines Pulp & Paper Reinsurance M&A Sports & Entertainment Insurance Noodle Pooling Political Risk Kidnap & Ransom Technology Cyber Terrorism |
 8 Did You Know? Willis was the broker for the Lunar Roving Vehicle, or “Moon Buggy” Willis was the broker for the first commercial service of the Boeing 747 aircraft (Singapore Airlines) Willis was the bloodstock broker for all of the horses in this year’s Belmont Stakes Willis is the broker for Yankee Stadium, Manchester United and the New York Mets Willis Marine insured the Titanic Willis was the reinsurance broker for the ill-fated Hindenburg Zeppelin Willis placed insurance for the safe confinement structure of the damaged Chernobyl Nuclear Power Plant reactor Willis is the gaming broker for Steve Wynn’s casinos Willis is the broker for China’s Three Gorges Dam 14 Willis brokers were named 2008 Power Brokers by Risk & Insurance magazine |
 Did You
Know? HRH places insurance for every GM car from factory to dealer HRH is the executive risk broker for GE HRH is the insurance broker for Williams-Sonoma, Ralph Lauren, Lord & Taylor and The Gap HRH is the broker for LL Bean HRH is the broker on the “Big Dig” – Boston HRH is property broker for Calpine Energy, Northwestern Mutual, Mass Turnpike Authority and Coca-Cola Enterprises HRH is the insurance broker for the NBA, Major League Baseball and the Arena Football League HRH handles employee benefits for 80% of the county sheriffs in Florida HRH is the broker for the Boston Symphony Orchestra and 50+ other orchestras – endorsed by League of American Orchestras 7 HRH brokers were named 2008 Power Brokers by Risk & Insurance magazine |
 10 WSH HRH London Bermuda Capital Access Willis 70 + HRH 140 Willis 70 + HRH 140 Complementary Geographic Fit |
 11 Pro Forma Combined North American Retail Revenue By State 22.5 58.9 36.4 89.4 112.4 22.9 19.9 49.5 29.6 24.6 71.6 46.9 31.8 68.4 36.6 Maryland New York Mass Texas Florida Willis Combined HRH 65 124.7 59.7 13 48 34.9 41.5 102.3 60.8 39.4 72.9 33.5 16.9 89.7 72.8 California Ohio Illinois Pennsylvania New Jersey |
 NORTH AMERICA
TOP TRADING MARKETS Market Area Top 3 New York YES Chicago YES #1! New Jersey YES Los Angeles YES Phoenix YES #1! Boston YES Philadelphia YES #1! San Francisco Top 5 Baltimore/DC YES Milwaukee YES #1! Denver YES Alabama YES #1! Minneapolis YES #1! Atlanta YES Tennessee YES #1! Texas Top 5 Florida YES Detroit YES |
 West
$192M Atlantic $126M Southeast $179M Midwest $197M South Central $132M New Jersey $90M Northeast $86M New York $121M Canada $20M Willis – HRH •$1.3B Total Revenue (2007) •10 Regions Great Lakes $151M Our Combined North America Retail Presence |
 14 Employee Benefits 22% Personal Lines 2% Commercial P&C 76% Willis Pro Forma Combined Business Lines – North America HRH Pro Forma 2007 Total Revenues: $744 million 2007 Total Revenues: $725 million 2007 Total Revenues: $1,469 million Employee Benefits 22% Wholesale 6% Personal Lines 7% Commercial P&C 65% Personal Lines 4% Wholesale 3% Employee Benefits 21% Commercial P&C 72% |
 15 Willis Pro Forma Combined Business Lines – Global HRH 2007 Total Revenues: $2,578 million 2007 Total Revenues: $800 million 2007 Total Revenues: $3,378 million Personal Lines 2% Wholesale 2% Reinsurance 12% Employee Benefits 13% Commercial P&C 71% Pro Forma Employee Benefits 10% Personal Lines 1% Willis Re 15% Commercial P&C 74% Personal Lines 6% Employee Benefits 21% Reinsurance 1% Wholesale 9% Commercial P&C 63% |
 16 Where We Rank Together Source: Business Insurance Annual Insurance Broker Survey, July 2007 Revenues generated by U.S. clients Source: Company reports (overall revenue) 2006 Brokerage 2007 Brokerage Rank Company Revenues Rank Company Revenues 1 Marsh & McLennan $5,342 1 Marsh & McLennan $11,350 2 Aon 2,751 2 Aon 7,471 Willis / HRH (PF) 1,783 Willis / HRH (PF) 3,378 3 A.J. Gallagher 1,251 3 Willis Group Holdings Ltd. 2,578 4 Willis Group Holdings Ltd. 1,100 4 A.J. Gallagher 1,623 5 Wells Fargo Insurance Services Inc. 1,009 5 Wells Fargo 1,530 6 Brown & Brown Inc. 865 6 Brown & Brown 960 7 BB&T Insurance Services Inc. 842 7 Jardine Lloyd Thompson 940 8 Hilb Rogal & Hobbs Co. 683 8 BB&T Insurance Services Inc. 853 9 USI Holdings Crop. 546 9 Hilb Rogal & Hobbs Co. 800 10 Lockton Cos. L.L.C. 453 10 Lockton Cos. L.L.C. 667 Global Broker Rankings U.S. Broker Rankings |
 17 U.S. Insurance Brokerage Industry - 1990 270 10. CE Heath 270 9. Jardine 320 8. Minet (AOC) 330 7. Aon 360 6. Frank B. Hall (AOC) 730 5. Johnson & Higgins (MMC) 1,080 4. Willis 1,080 3. Sedgwick (MMC) 1,140 2. Alex. & Alex. (AOC) $1,540 1. Marsh Revenues 1990 Rank |
 18 North American Leadership Going Forward Office of the Chairman • Don Bailey, Chairman & CEO • Mike Crowley, President • Mell Vaughan, Vice Chairman, Willis Group Holdings Vic Krauze, Chief Operating Officer Derek Smyth,
Chief Financial Officer Joe Gunn,
Chief Growth Officer |
 Shaping
our Future – Good to Great 1. Client and Growth 2. Solutions and Markets 3. Platform Development Stock buybacks Dividend policy Increased leverage Increased ratings 4. Financial Management Client Segmentation: - Global Corporate - Corporate - Commercial - Private Client - Employee Benefits - Willis Re Client Profitability Sales and retention Client Advocacy Branding Specialist expertise: • Many industries covered • Targeted growth areas: - Analytics - Employee Benefits - Energy - Construction Shaping our Future Marketing • Global markets • Willis Quality Index® Shaping Our Future: • London • Retail • Corporate Technology • Client service platform: WCP • Willis On-line Developed core service hubs: • Ipswich • Nashville • Mumbai Employer of Choice |
 20 Willis and HRH Together A change-agent Always challenging the status quo Sees the old ways of doing things as not good enough Leverages its highly skilled global team and relationships with the markets Delivers the latest and most insightful client solutions Most progressive partner Committed to changing the industry BRAND PLATFORM: THE CHALLENGER |
 Pro Forma
Combined Financial Goals $2.43 $4.05- $4.15 $3.15- $3.25 $2.85 $2.95 $2.77 $2.25 $1.90 2004 2005 2006 2007 2008E 2009E 2010E Adjusted EPS |
 22 What Success Looks Like One Vision, One Culture, One Flag Fully Integrated, High-Performing Organization Best Talent In The Industry Greater Career Opportunities For All Accelerated Growth Momentum Stronger Value Proposition For Clients Become The Broker That Clients Dream Of |
| 23 FORWARD LOOKING STATEMENTS This communication may contain forward-looking information regarding Willis Group Holdings
Limited (“Willis”) and Hilb Rogal & Hobbs (“HRH”) and the combined company after the completion of the transaction that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the potential benefits of the business combination transaction involving Willis and HRH, including future financial and
operating results, the combined company’s plans, objectives, expectations and
intentions and other statements that are not historical facts. Such statements are
based on current beliefs, expectations, forecasts and assumptions of Willis’s and HRH’s management that are subject to risks and uncertainties which could cause actual
outcomes and results to differ materially from these statements. Other risks and
uncertainties relating to the proposed transaction include, but are not limited to,
the satisfaction of conditions to closing, including receipt of shareholder, regulatory and other approvals on the proposed terms and schedule, the proposed transaction may not be
consummated on the proposed terms and schedule, uncertainty of the expected financial
performance of Willis following completion of the proposed transaction, Willis may
not be able to achieve the expected cost savings, synergies and other strategic
benefits as a result of the proposed transaction or may take longer to achieve the cost savings, synergies and benefits than expected, the integration of HRH with Willis’s
operations may not be successful or may be materially delayed or may be more costly
or difficult than expected, general industry and market conditions, general domestic and international economic conditions and governmental laws
and regulations affecting domestic and foreign operations. For more information regarding other related risks, see Item 1A of Willis’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, and Item 1A of HRH’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and
similar sections of each company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2008. Copies of said 10-Ks and 10-Qs are available online at http://www.sec.gov or on request from the applicable company. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this communication. Except for any
obligation to disclose material information under the Federal securities laws, Willis
and HRH undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this
communication. |
| 24 IMPORTANT MERGER INFORMATION In connection with the proposed transaction, Willis and HRH intend to file relevant
materials with the Securities and Exchange Commission (“SEC”). Willis will file with the SEC a Registration Statement on Form S-4 that includes a proxy statement of HRH that also constitutes a prospectus of Willis. HRH will
mail the proxy statement/prospectus to its shareholders. Investors are urged
to read the proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important
information. Investors will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information
about Willis and HRH without charge, at the SEC’s website (http://www.sec.gov)
once such documents are filed with the SEC. You may also obtain these
documents, free of charge, from Willis’s website (www.willis.com) under
the tab “Investor Relations” and then under the heading “Financial Reporting” then under the item “SEC Filings.” You may also obtain these documents, free of charge, from HRH’s website
(www.hrh.com) under the heading “Investor Relations” and then under the tab “
SEC Filings.” Willis, HRH and their respective directors, executive officers and other employees may
be deemed to be participants in the solicitation of proxies from HRH
shareholders in connection with the proposed transaction. Information about
Willis’s directors and executive officers is available in Willis’s proxy statement, dated March 17, 2008. Information about HRH’ directors and executive officers is available in HRH’ proxy statement, dated March 31, 2008. Additional information about the interests of potential participants
will be included in the prospectus/proxy statement when it becomes
available. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus, meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended. |
 The Best of
Both Worlds |