SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* WRIGHT TIMOTHY D (Last) (First) (Middle) 51 LIME STREET (Street) LONDON X0 EC3M 7DQ (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2008	3. Issuer Name and Ticker or Trading Symbol WILLIS GROUP HOLDINGS LTD [ WSH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
COMMON STOCK(1)	09/01/2009	09/01/2016	COMMON	200,000	34.42	I	Right to Acquire
COMMON STOCK(2)	09/01/2011	09/01/2015	COMMON	83,333	34.42	I	Right to Acquire

Explanation of Responses:

1. Option to purchase 200,000 shares of common stock at an exercise price of $34.42 granted on September 1, 2008, which vests in equal tranches on the first to fourth anniversaries of grant.

2. Option granted on September 1, 2008 over 83,333 shares at an exercise price of $34.42. Shares subject to the Option become Earned Performance Shares in equal tranches subject to the achievement of financial performance targets in respect of 2008, 2009 and 2010, and such Earned Performance Shares become exercisable 50% on the 3rd anniversary, 25% on the 4th anniversary and 25% on the 5th anniversary.

	/s/ Shaun K Bryant	09/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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