SEC Filing | Willis Towers Watson

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     As filed with the Securities and Exchange Commission on August 26, 2008

                                                           Registration No.  [ ]
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8
                             ----------------------

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                          WILLIS GROUP HOLDINGS LIMITED
             (Exact name of Registrant as specified in its charter)

                 Bermuda                                        93-0352587
(State or other jurisdiction of incorporation or             (I.R.S. Employer
               organization)                              Identification Number)

                                 51 Lime Street
                                 London EC3M 7DQ
                                     England
                              (011) 44-20-3124-6000
    (Address, including zip code, of Registrant's principal executive office)


        Willis Group Holdings Limited 2008 Share Purchase and Option Plan
                            (Full title of the Plans)

                                Adam G. Ciongoli
                                 General Counsel
                          Willis Group Holdings Limited
                 One World Financial Center, 200 Liberty Street
                          New York, New York 10281-1003
                                 (212) 915 8899
 (Name, address, including zip code, and telephone number, including area code,
                       of Registrant's agent for service)


                         CALCULATION OF REGISTRATION FEE


                                                                                          
=====================================================================================================================
                                                                         Proposed
                                                                          Maximum         Proposed
       Title of Securities to be Registered                              Offering         Maximum        Amount of
                                                      Amount to be       Price Per       Aggregate      Registration
                                                       Registered        Share(1)      Offering Price       Fee
- ---------------------------------------------------------------------------------------------------------------------

Common Stock, $0.000115 par value per share....     8,000,000 shares        $31.54    $252,320,000       $9,916.18
=====================================================================================================================




(1)      Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act of
         1933, as amended, the proposed maximum offering price per share, the
         proposed maximum aggregate offering price and the amount of
         registration fee is based on a price of $31.54 per share, which is the
         average of the high and low prices of the common stock on the New York
         Stock Exchange on August 19, 2008 (within 5 business days before the
         filing date of this Registration Statement).



                                EXPLANATORY NOTE


         This Registration Statement on Form S-8 is being filed for the purpose
of registering 8,000,000 shares of Common Stock, $0.000115 par value per share,
("Shares") of Willis Group Holdings Limited (the "Registrant" or the "Company")
for issuance under the Willis Group Holdings Limited 2008 Share Purchase and
Option Plan (the "2008 Plan").

         On April 23, 2008, the shareholders of the Company approved the
adoption of the Willis Group Holdings Limited 2008 Share Purchase and Option
Plan (the "2008 Plan"), an equity compensation plan which provides for the grant
of options, restricted stock units and other share-based grants to the Directors
and employees of the Registrant and its subsidiaries, and also associate
companies which the Board of Directors have determined are eligible to
participate in the Plan. The maximum number of shares that may be granted under
the 2008 Plan is 8,000,000, of which no more than 2,000,000 Shares may be
granted as restricted stock, restricted stock units or other as full-value
share-based grants.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 2007 filed with the Commission on February 27, 2008;

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarter ended March 31, 2008,  filed with the  Commission on May 9, 2008 and the
fiscal quarter ended June 30, 2008, filed with the Commission on August 6, 2008;

         (c) The  Registrant's  Current  Reports  on Form  8-K  filed  with  the
Commission on February 6, 13 and 29, 2008;  April 24, 2008;  May 1 and 12, 2008;
June 3, 9, 12, 26, 2008; and July 2, 11, 25 and 31, 2008;

         (d) The Registrant's  Registration Statement on Form S-4 filed with the
Commission on July 25, 2008;

         (e) The  Registrant's  Registration  Statement on Form S-4/A filed with
the Commission on August 21, 2008; and

         (f) The description of the Registrant's  capital stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on May
21, 2001.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.



         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4.       Description of Securities

         See Item 3(d) above.

Item 5.       Interests of Named Experts and Counsel

         Not applicable.

Item 6.       Indemnification of Directors and Officers

         The Bye-laws of the Registrant provide for indemnification of the
Registrant's officers and directors against all liabilities, loss, damage or
expense incurred or suffered by such party as an officer or director of the
Registrant; provided that such indemnification shall not extend to any matter
which would render it void pursuant to the Companies Act of 1981 as in effect
from time to time in Bermuda.

         The Companies Act provides that a Bermuda company may indemnify its
directors in respect of any loss arising or liability attaching to them as a
result of any negligence, default, breach of duty or breach of trust of which
they may be guilty. However, the Companies Act also provides that any provision,
whether contained in the Company's bye-laws or in a contract or arrangement
between the Company and the director, indemnifying a director against any
liability which would attach to him in respect of his fraud or dishonesty will
be void. The directors and officers of the Registrant are covered by directors'
and officers' insurance policies maintained by the Registrant.

Item 7.       Exemption from Registration Claimed

         Not applicable.

Item 8.       Exhibits

         4.1      Memorandum of Association of the Company (as amended April 23,
                  2008) (incorporated  herein by reference to Exhibit No. 3.1 to
                  the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended  March 31,  2008  filed  with the  Commission  on May 9,
                  2008).

         4.2      Form of Bye-Laws of the  Company (as amended  April 23,  2008)
                  (incorporated   by   reference  to  Exhibit  No.  3.2  to  the
                  Registrants  Form 10-Q for the  quarter  ended  March 31, 2008
                  filed with the Commission on May 9, 2008).



         4.3      Willis Group  Holdings  Limited 2008 Share Purchase and Option
                  Plan (incorporated  herein by reference to Exhibit No. 10.3 to
                  the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended  March 31,  2008  filed  with the  Commission  on May 9,
                  2008).

         4.4      Form of Specimen  Certificate  for  Registrant's  Common Stock
                  (incorporated  by reference to Exhibit No. 4.1 to Registration
                  Statement No. 333-60982).

         5.       Opinion of Appleby (filed herewith).

         23.1     Consent of Deloitte & Touche LLP (filed herewith).

         23.2     Consent  of  Appleby  (Reference  is made to  Exhibit  5 filed
                  herewith).

         24       Powers of Attorney (filed herewith).

Item 9.       Undertakings

         The Company hereby undertakes:

         (a)  (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

         (i)      to include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933, as amended (the "Act");

         (ii)     to reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set   forth  in  the   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and

         (iii)    to include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration  statement;  provided,  however,  that paragraphs
                  (a)(1)(i)   and   (a)(1)(ii)   above  do  not   apply  if  the
                  registration  statement is on Form S-3,  Form S-8 or Form F-3,
                  and   the   information   required   to  be   included   in  a
                  post-effective  amendment by those  paragraphs is contained in
                  reports  filed  with or  furnished  to the  Commission  by the
                  Company  pursuant  to  Section  13 or  Section  15(d)  of  the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  registration statement.



              (2) That, for the purpose of determining any liability under the
              Act, each such post-effective amendment shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
              amendment any of the securities being registered hereby which
              remain unsold at the termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

           (c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, United States of America on the 26th day of
August, 2008.


                                 WILLIS GROUP HOLDINGS LIMITED



                                 By:   /s/ Adam G. Ciongoli
                                       -----------------------------------------
                                       Name:  Adam. G. Ciongoli
                                       Title: General Counsel

                                                                       Exhibit 5

[APPLEBY LOGO]

Bermuda Office
Canon's Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda

Tel +1 441 295 2244
Fax +1 441 292 8666

applebyglobal.com

Bermuda
British Virgin Islands
Cayman Islands
Hong Kong
Jersey
London
Mauritus

                                                                         e-mail:
                                                     erobinson@applebyglobal.com
                                                                    direct dial:
                                                                   Tel  298 3268
                                                                   Fax  298 3374
Securities and Exchange Commission
100 FStreet, NE
Washington DC 20549
USA
                                                                       your ref:

                                                                    appleby ref:
                                                                   ERM/124997.50


                                                                  26 August 2008


Dear Sirs


Willis Group Holdings Limited (the "Company")

We have acted as legal counsel in Bermuda to the Company in connection with the
filing of the S-8 Registration to register 8,000,000 of the Company's common
shares of par value US$0.000115 each (the "Shares"), available for issue under
the Plan (as defined herein). The Company has requested that we provide this
opinion in connection with the S-8 Registration.

For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents").

Assumptions

In stating our opinion we have assumed:

         (a)      the  authenticity,  accuracy and completeness of all Documents
                  examined by us submitted to us as originals and the conformity
                  to authentic  original  documents of all  Documents  and other
                  such  documentation  submitted to us as certified,  conformed,
                  notarised, faxed or photostatic copies;

         (b)      that each of the  Documents  which was received by  electronic
                  means  is  complete,   intact  and  in  conformity   with  the
                  transmission as sent;

         (c)      the genuineness of all signatures on the Documents;



                                              Securities and Exchange Commission
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         (d)      the  authority,  capacity  and  power  of each of the  persons
                  signing the Documents (other than the Company);

         (e)      that any representation, warranty or statement of fact or law,
                  other  than  as to the  laws  of  Bermuda  made  in any of the
                  Documents is true, accurate and complete;

         (f}      that the  Resolutions  are in full force and effect,  have not
                  been  rescinded,  either in whole or in part,  and  accurately
                  record the resolutions  passed by the Baud of Directors of the
                  Company and  Shareholders in meetings which were duly convened
                  and at which a duly constituted  quorum was present and voting
                  throughout and that there is no matter affecting the authority
                  of the  Directors  to  effect  entry by the  Company  into the
                  Subject  Agreements,   not  disclosed  by  the  Constitutional
                  Documents  or the  Resolutions,  which  would have any adverse
                  implication in relation to the opinions expressed herein;

         (g)      that the records which were the subject of the Company  Search
                  were  complete  and  accurate  at the time of such  search and
                  disclosed all  information  which is material for the purposes
                  of this opinion and such information has not since the date of
                  the Company Search been materially altered; and

         (h)      that the  records  which were the  subject  of the  Litigation
                  Search were  complete  and accurate at the time of such search
                  and  disclosed  all  information  which  is  material  for the
                  purposes of this  opinion and such  information  has not since
                  the date of the Litigation Search been materially altered.


Opinion


Based upon and subject to the foregoing and subject to the reservations
set out below and to any  matters  not  disclosed  to us, we are of the  opinion
that:


         (1)      The Company is an exempted company  incorporated  with limited
                  liability and existing under the laws of Bermuda.  The Company
                  possesses the capacity to sue and be sued. in its own name and
                  is in good standing under the faws of Bermuda.


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         (2)      All  necessary  corporate  action  required to be taken by the
                  Company  in  connection  with the issue by the  Company of the
                  Shares  pursuant to Bermuda law has been taken by or on behalf
                  of the Company,  and all necessary  approvals of  Governmental
                  authorities  in Bermuda have been duly  obtained for the issue
                  by the Company of the Shares.

         (3)      When issued pursuant to the Resolutions and delivered  against
                  payment   therefor  in  the   circumstances   referred  to  or
                  summarised in the S-8  Registration  and the Plan,  the Shares
                  will be validly issued,  fully paid and non-assessable  shares
                  in the capital of the Company.


         (4)      There are no  taxes,  duties or other  charges  payable  to or
                  chargeable by the  Government of Bermuda,  or any authority or
                  agency thereof in respect of the issue of the Shares.

Reservations

We have the following reservations:


         (a)      We express no opinion as to any law other than Bermuda law and
                  none of the opinions  expressed  herein  relates to compliance
                  with or  matters  governed  by the  laws  of any  jurisdiction
                  except  Bermuda.  This  opinion is  limited to Bermuda  law as
                  applied by the Courts of Bermuda at the date hereof,

         (b)      Searches  of the  Register of  Companies  at the office of the
                  Registrar of Companies and of the Supreme Court Causes Book at
                  the Registry of the Supreme  Court are not  conclusive  and it
                  should be noted that the Register of Companies and the Supreme
                  Court Causes Book do not reveal:

         (i)      details  of  matters  which  have been  lodged  for  filing or
                  registration  which  as a  matter  of  best  practice  of  the
                  Registrar of  Companies  or the Registry of the Supreme  Court
                  would have or should have been  disclosed  on the public file,
                  the Causes Book or the judgment  Book, as the ease may be, but
                  for whatever reason have not actually been filed or registered
                  or are not  disclosed  or  which,  notwithstanding  filing  or
                  registration, at the date and time the search is concluded are
                  for  whatever reason not disclosed or do not appear on the
                  public file, the Causes Book or judgment Book;

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                                              Securities and Exchange Commission
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         (ii)     details of matters which should have been lodged for filing or
                  registration  at the Registrar of Companies or the Registry of
                  the  Supreme  Court  but have not been  lodged  for  filing or
                  registration at the date the search is concluded;

         (iii)    whether an  application  to the Supreme Court for a winding-up
                  petition or for the  appointment  of a receiver or manager has
                  been prepared but not yet been presented or has been presented
                  but does not  appear in the  Causes  Book at the date and time
                  the search is concluded;

         (iv)     whether any  arbitration  or  administrative  proceedings  are
                  pending or whether any proceedings are threatened,  or whether
                  any arbitrator has been appointed; or

         (v)      whether a receiver  or manager  has been  appointed  privately
                  pursuant to the  provisions of a debenture or other  security,
                  unless  notice of the fact has been entered in the Register of
                  Charges in accordance with the provisions of the Act.

         (c)      In order to issue this opinion we have carried out the Company
                  Search as referred to in the Schedule to this opinion and have
                  not enquired as to whether there has been any change since the
                  date of such search.

         (d)      In  order  to  issue  this  opinion  we have  carried  out the
                  Litigation  Search  as  referred  to in the  Schedule  to this
                  opinion and have not enquired as to whether there has been any
                  change since the date of such search.

         (e)      In paragraph (1) above,  the term "good  standing"  means that
                  the Company has received a Certificate of Compliance  from the
                  Registrar of Companies.

         (f)      Any reference in this opinion to shares being "non-assessable"
                  shall  mean,  in  relation to fully paid shares of the Company
                  and subject to any  contrary  provision  in any  agreement  in
                  writing between such company and the holder of

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                                              Securities and Exchange Commission
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         such shares, that no shareholder shall be bound by an alteration to the
         Memorandum of Association or Bye--laws of the Company after the date on
         which he became a shareholder, if and so far as the alteration requires
         him to take, or subscribe for additional shares, or in any way
         increases his liability to contribute to the share capital of, or
         otherwise to pay money to, the Company.


Disclosure

This opinion is addressed to you in connection with the filing by the Company of
the S-8 Registration with the United States Securities and Exchange Commission.
We consent to the inclusion of this opinion as an exhibit to the S-8
Registration.

This opinion speaks as of its date and is strictly limited to the matters stated
herein and we assume no obligation to review or update this opinion if
applicable law or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda
law, It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.


Yours faithfully

/s/ Appleby
- --------------------
Appleby

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                                              Securities and Exchange Commission
                                                                  26 August 2008
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                                    SCHEDULE


1.       The entries and filings shown in respect of the Company on the file of
         the Company maintained in the Register of Companies at the office of
         the Registrar of Companies in Hamilton, Bermuda, as revealed by a
         search conducted on 25 August 2008 (the "Company Search").

2.       The entries and filings shown in respect of the Company in the Supreme
         Court Causes Book maintained at the Registry of the Supreme Court in
         Hamilton, Bermuda, as revealed by a search conducted on 25 August 2008
         (the "Litigation Search").

3.       Certified copies of the Memorandum of Association and Bye-Laws of the
         Company (collectively referred to as the "Constitutional Documents").

4.       Certified copy of minutes of the Annual General Meeting of the Company
         held on 23 April 2008 together with a certified copy minutes of the
         meeting of the Board of Directors of the Company held on 23 July 2008
         (together "the "Resolutions").

5.       A Certificate of Compliance, dated 20 August 2008 issued by the
         Registrar of Companies in respect of the Company.

6.       A copy of the Registration Statement on Form S-8. filed by the Company
         on 26 August 2008 with the United States Securities and Exchange
         Commission pursuant to the Securities Act of 1933 (the "S-8
         Registration").

7.       A copy of the Willis Group Holdings Limited 2008 Share Purchase and
         Option Plan (the "Plan").

8.       A copy of the letter of permission dated 1 May 2001 issued by the
         Bermuda Monetary Authority in relation to the Company and a copy of the
         general permission of the Bermuda Monetary Authority dated 1 June 2005
         (together the "Permission").

                                                                          Page 6

                                                                    Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 27, 2008 (July 11, 2008 as to the
Consolidated Statement of Operations and Notes 2, 20, 22, and 23), relating to
the consolidated financial statements appearing in the Current Report on Form
8-K of Willis Group Holdings Limited and financial statement schedule appearing
in the Annual Report on Form 10-K of Willis Group Holdings Limited for the year
ended December 31, 2007 and of our report dated February 27, 2008 relating to
the effectiveness of Willis Group Holdings Limited's internal control over
financial reporting, appearing in the Annual Report on Form 10-K of Willis Group
Holdings Limited for the year ended December 31, 2007.


Deloitte & Touche LLP

London, United Kingdom
August 26, 2008

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Adam G. Ciongoli, Patrick C.
Regan, Michael P. Chitty and Shaun K. Bryant and each of them, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and re-substitution, for him or her in his or her name, place and stead, in any
and all capacity, in connection with this Registration Statement, including to
sign and file in the name and on behalf of the undersigned as director or
officer of the Registrant any and all amendments or supplements (including any
and all stickers and post-effective amendments) to this Registration Statement,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorney-in-fact and agents,
and each of them full power and authority to do and perform each and every act
and things requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Signature Title Date
--------- ----- ----

/s/ Joseph J. Plumeri Chairman and Chief Executive Officer August 26, 2008
- ------------------------------------
Joseph J. Plumeri

/s/ Patrick C. Regan Chief Operating Officer and Chief Financial August 26, 2008
- ------------------------------------ Officer
Patrick C. Regan

/s/ William W. Bradley Director August 26, 2008
- ---------------------------
William W. Bradley

/s/ Joseph A. Califano Director August 26, 2008
- ------------------------------------
Joseph A. Califano

/s/ Anna C. Catalano Director August 26, 2008
- ------------------------------------
Anna C. Catalano

/s/ Eric G. Friberg Director August 26, 2008
- ------------------------------------
Eric G. Friberg

/s/ Sir Roy Gardner Director August 26, 2008
- ------------------------------------
Sir Roy Gardner

/s/ Sir Jeremy Hanley Director August 26, 2008
- ------------------------------------
Sir Jeremy Hanley

/s/ Robyn S. Kravit Director August 26, 2008
- ------------------------------------
Robyn S. Kravit

/s/ Jeffrey B. Lane Director August 26, 2008
- ------------------------------------
Jeffrey B. Lane

/s/ Wendy E. Lane Director August 26, 2008
- ------------------------------------
Wendy E. Lane

/s/ James F. McCann Director August 26, 2008
- ------------------------------------
James F. McCann

/s/ Douglas Roberts Director August 26, 2008
- ---------------------------------
Douglas B. Roberts