FORM 3 ------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response...............0.5 ------------------------------ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 ________________________________________________________________________________ 1. Name and Address of Reporting Person KKR 1996 Overseas, Limited -------------------------------------------------------------------------------- (Last) (First) (Middle) -------------------------------------------------------------------------------- (Street) Ugland House P.O. Box 309 George Town, Grand Cayman Cayman Islands -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Date of Event Requiring Statement (Month/Day/Year) 12/31/02 ________________________________________________________________________________ 3. IRS or Social Security Number of Reporting Person (Voluntary) ________________________________________________________________________________ 4. Issuer Name and Ticker or Trading Symbol Willis Group Holdings Limited/WSH ________________________________________________________________________________ 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) [_] Director [X] 10% Owner [_] Officer (give title below) [_] Other (specify below) ________________________________________________________________________________ 6. If Amendment, Date of Original (Month/Day/Year) ________________________________________________________________________________ 7. 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 ================================================================================

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly Page 1 of 4 FORM 3 (continued) Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: ** 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. /s/ William J. Janetschek 01/09/03 --------------------------------------------- ----------------------- **Signature of Reporting Person Date William J. Janetschek, as attorney-in-fact for Perry Golkin Page 2 of 4 SEC 1473 (7/96) KKR 1996, Overseas Limited 12/31/02 Willis Group Holdings Limited Ugland House WSH P.O. Box 309 George Town, Grand Cayman Cayman Island Note 1 to Form 3 The reported shares are directly held by Profit Sharing (Overseas), Limited Partnership. KKR 1996 Overseas, Limited 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. Thus, the Reporting Person may be deemed to be the beneficial owner of such shares. However, pursuant to Rule 16-(a)1(2) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims that it is the beneficial owner of such shares, except to the extent of its pecuniary interest in such shares. Page 3 of 4 POWER OF ATTORNEY Know all men by these presents that Perry Golkin does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company or limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of KKR Associates, L.P., KKR Associates 1996 L.P., KKR 1996 GP L.L.C., KKR Associates II (1996) Limited Partnership, KKR 1996 Overseas, Limited, KKR Associates (Strata) L.P., Strata L.L.C., KKR Associates (KLC) L.P., KKR-KLC, L.L.C., KKR Associates (NXS) L.P., KKR-NXS, L.L.C., KKR Associates Europe, Limited Partnership, KKR Europe Limited, KKR Associates Millennium L.P. and KKR Millennium GP LLC (including any amendments or supplements to any reports, forms or schedules previously filed by such persons or entities): (i) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule 13D, Schedule 14G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. /s/ Perry Golkin _________________________________ Name: Perry Golkin Date: February 28, 2002 Page 4 of 4

PROFIT SHARING OVERSEAS L P 3