Willis Group Holdings and Hilb Rogal & Hobbs Agree to Combine in $2.1 Billion Transaction...

Willis Group Holdings and Hilb Rogal & Hobbs Agree to Combine in $2.1 Billion Transaction Aimed at Accelerating Growth and Increasing Client Value

-- Doubles Willis North America Revenues and Strengthens
Leadership in Attractive Growth Markets

-- More Than Doubles Willis's High-Growth Employee Benefits
Business in North America; Adds Depth and Breadth to Other Key
Practice Areas

-- Strengthens Willis's Middle Market Leadership and Reinforces
Large Account Presence

-- Purchase Price is 2.4x Estimated 2008 Revenues, Less Than 10x
Estimated 2008 EBITDA

-- Immediately Accretive to Willis Cash EPS; Accretive to GAAP
EPS from Year Two
NEW YORK & RICHMOND, Va.--(Business Wire)--
Willis Group Holdings Limited (NYSE: WSH), the global insurance
broker, and Hilb Rogal & Hobbs Company (NYSE:HRH), one of the world's
largest insurance and risk management intermediaries, announced today
that the companies will combine forces in a transaction that will
double Willis's North America revenues and strengthen its leadership
in attractive growth markets.

Under the terms of the definitive agreement, Willis will acquire
all of the outstanding shares of common stock of HRH for $46.00 per
share, 50 percent cash and 50 percent stock, subject to the collar
described below, in a transaction having an equity value of
approximately $1.7 billion and an enterprise value of approximately
$2.1 billion. The transaction is expected to close in the fourth
quarter of 2008 and is subject to customary closing conditions,
including regulatory and HRH shareholder approval.

The total purchase price of $2.1 billion represents a multiple of
2.4 times estimated 2008 HRH revenues and less than 10 times estimated
2008 EBITDA (defined as earnings before interest expense, income
taxes, depreciation and amortization), including the assumption of an
estimated $400 million of HRH debt. Annualized synergies are expected
to amount to approximately $140 million by 2012. Over time, Willis
plans to repurchase a majority of the shares issued in connection with
the transaction under its previously approved $1 billion buyback plan.

Willis expects the acquisition to be accretive to cash earnings
per share from the close and to GAAP earnings per share from year two.

Dramatically Increases Scale of North America Operations in
Attractive Growth Areas

Combining these complementary businesses will substantially
improve Willis's position in important areas in North America
including California, Florida, Texas, Illinois, New York, Boston, New
Jersey and Philadelphia, and in key business lines. In particular, it
will more than double Willis's North America revenues in Employee
Benefits, an already strong area of expertise that Willis has targeted
for further growth. In addition, it will further strengthen key
practice areas including personal lines, real estate, health care,
environmental, construction, complex property and executive risk.

The transaction will greatly strengthen Willis's leadership as a
middle market broker and reinforce its large account presence. It also
will further expand the range of Willis's specialty expertise and
complement Willis's substantial presence in the London market.

With a more robust and diversified platform, the combined company
will deliver greatly enhanced value to clients.

"This dynamic transaction is all about growth. It's truly
transformational for our North America business. Only HRH has the
scale and fit in attractive growth areas to take our business to the
next level," said Joe Plumeri, Chairman and CEO of Willis. "HRH's
complementary strengths and geographic footprint will help us
accelerate the performance momentum we've achieved through our Shaping
our Future strategy.

"HRH has some of the best brokers in the world and I'm proud to
have the opportunity to partner with people of this caliber," Mr.
Plumeri continued. "We share the same passion for excellence and
there's no limit to what we can accomplish together. It's really the
best of both worlds for our clients. We bring global reach and
expertise, while HRH brings added talent and local market presence.
All this should translate into significant value for our
shareholders."

Martin L. Vaughan, III, Chairman and CEO of HRH, said the
combination has the full support of the Board of Directors and the
senior management team at HRH. "Our complementary footprint and
Willis's strength in important Global Specialties such as aerospace,
energy, construction, marine, financial institutions and executive
risk make our two companies an outstanding strategic fit," Mr. Vaughan
said. "We are already developing detailed plans to make sure that the
integration process is smooth and seamless for our clients. We see
exciting opportunities for our talented Associates to enhance their
careers in a truly global enterprise."

F. Michael Crowley, President and Chief Operating Officer of HRH,
said, "Joining these two great companies is a major step forward in
achieving our shared vision of being the best insurance brokerage
company in the world. Our companies share the same culture and values,
in particular an absolute commitment to serving clients while at the
same time providing an inspiring and rewarding environment for our
Associates."

Boosts North America Operations to Nearly Half of Willis Worldwide
Revenues

The two companies have complementary strengths. In 2007, Willis
Group delivered strong financial performance and demonstrated that its
Shaping our Future strategy - specific initiatives designed to drive
profitable growth - is working. The company continues to have
peer-leading operating margins and organic revenue growth. HRH is a
leading middle market U.S.-based insurance broker with a large account
portfolio. HRH generated $800 million of revenues in 2007, with $57
million from its international operations, which are based in London.

The HRH footprint in the United States will result in a
significant expansion of Willis's already extensive retail platform.
The combination will boost the contribution of North America to
Willis's overall revenues from 30 percent in 2007 to an estimated 45
percent on a pro forma basis, enhancing the mix among its North
America, International and Global segments. It also will positively
rebalance Willis's business lines mix, with the Reinsurance
businesses, which in 2007 accounted for 15 percent of Willis's
revenues, going to 12 percent of the revenues of the combined company.
Meanwhile, the Employee Benefits business will increase from 10
percent of Willis's current revenues to 13 percent of the revenues of
the combined company.

Willis estimates that the transaction will be 7 percent accretive
to cash earnings per share in 2009, 10 percent in 2010 and 14 percent
in 2011. It is expected to be 3 percent dilutive to GAAP earnings per
share in 2009, 2 percent accretive in 2010 and 6 percent in 2011. It
is the company's intention to buy back over time the majority of the
shares issued as part of the transaction.

Overall annualized cost savings and efficiencies are expected to
amount to approximately $100 million pre-tax ($70 million after tax) -
50 percent realized in 2009 and 100 percent realized in 2010.
Implementation of Shaping our Future initiatives is expected to drive
further efficiencies of $40 million pre-tax annualized by 2012. Willis
expects to incur approximately $75 million in one-time costs related
to the transaction.

Consistent with the agreement that Willis reached last week with
the New York State Attorney General and New York State Department of
Insurance - and in keeping with Willis's commitment not to accept
contingent compensation - Willis will phase out HRH's contingent
commissions over three years.

Terms of the Agreement

Under the terms of the definitive agreement, HRH shareholders can
elect to receive the merger consideration in the form of cash or
shares of common stock of Willis, subject to proration in order to
ensure that the cash and stock elections each represent 50 percent of
the total consideration paid. In addition, the cash consideration is
subject to increase to an amount above 50 percent of the total
consideration (i) if the stock election represents less than 50
percent of the total consideration or (ii) to ensure that the number
of shares issued by Willis does not exceed 19.9 percent of the total
number of shares outstanding at the effective time of the transaction.

The definitive agreement includes a collar. Half of the value of
the per-share merger consideration, or $23.00 (representing the cash
component), is always fixed - whether a shareholder elects to receive
cash or stock. The remaining value of the merger consideration
(representing the stock component) is calculated based on the average
trading price of Willis common stock during the ten-day period ending
two days prior to the closing date. If the average Willis stock price
during this period is greater than or equal to $31.46 or less than or
equal to $40.04, the stock component is fixed and is equal to $23.00.
Outside this collar, the exchange ratio is fixed (based on the
exchange ratio that would result at the top and bottom of the collar)
and, therefore, the value of the stock component may be worth more or
less than $23.00, based on the value of Willis common stock, again,
whether or not a shareholder elects to receive cash or stock.
Depending on the Willis stock price, the merger consideration will
either be an amount greater or less than $46.00 per share. However,
the value of the merger consideration (based on the ten-day
pre-closing Willis trading price) will be the same regardless of
whether HRH shareholders elect to receive stock or cash.

Banc of America Securities LLC is acting as financial advisor and
Weil Gotshal & Manges LLP is acting as legal advisor to Willis in
connection with the transaction. In addition, Banc of America
Securities LLC, as Lead Arranger and Book Manager, and Bank of America
N.A., as Administrative Agent, have provided committed financing for
the transaction. HRH has been advised by Sandler O'Neill & Partners,
L.P., and Wachtell, Lipton, Rosen & Katz.

Combined Company to be Named Willis HRH in North America

The new organization in North America will be renamed Willis HRH
upon completion of the transaction. It will be led by an Office of the
Chairman including Don Bailey as Chairman and CEO, F. Michael Crowley
as President and Martin L. Vaughan, III, as Vice Chairman of Willis
Group Holdings.

Detailed plans are being developed to combine the two companies.
The integration will be led by Mr. Bailey, effective immediately, to
ensure a smooth and seamless process.

Teleconference Call:

On Monday, June 9, 2008, at 10:00 A.M. Eastern Time, Joe Plumeri,
Chairman and Chief Executive Officer of Willis Group Holdings Limited,
and Martin L. Vaughan, III, Chairman and Chief Executive Officer of
Hilb Rogal & Hobbs Company, will hold a joint conference call to
discuss today's announcement with analysts. Interested parties may
access the conference call by calling (888) 790-3153 (domestic) or +1
(517) 308-9033 (international) with a passcode of "Willis." Media and
individuals will be in a listen-only mode. Participants are asked to
call in a few minutes prior to the call in order to register for the
event.

Interested parties may also access the conference call in a
listen-only mode via the Internet. To do so they should go to the
"Investor Relations" section of the Willis and HRH websites at
www.willis.com and www.hrh.com, respectively, and register for the
call. A replay of the call will be available through July 09, 2008 at
11:59 PM Eastern Time, by calling (888) 568-0743 (domestic) or + 1
(402) 998-0215 (international) with no passcode, or by accessing the
websites.

About Willis Group Holdings Limited

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. Willis has more than 300 offices in some 100 countries, with a
global team of approximately 16,000 Associates serving clients in some
190 countries. Additional information on Willis may be found at
www.willis.com.

About Hilb Rogal & Hobbs Company

Hilb Rogal & Hobbs Company (HRH) is the eighth largest insurance
and risk management intermediary in the United States, with over 140
offices throughout the United States and the world. HRH helps clients
manage their risks in property and casualty, employee benefits,
professional liability and other areas of specialized exposure. In
addition, HRH offers a full range of personal and corporate financial
products and services. HRH is focused on understanding our clients'
businesses, employees and risks, as well as the insurance and
financial markets, so that we can develop insurance, risk management
and employee benefits solutions that best fit their needs. The
company's common stock is traded on the New York Stock Exchange,
symbol HRH. More information about HRH may be found at www.hrh.com

Forward Looking Statements

This communication may contain forward-looking information
regarding Willis Group Holdings Limited and Hilb Rogal & Hobbs Company
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.

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's directors and executive officers is
available in HRH's 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.

Willis:
Media
Valerie Di Maria, 212-915-8272
valerie.dimaria@willis.com
Ingrid Bosch, +44 (0) 20 3124 7182
boschi@willis.com
or
Investors
Kerry K. Calaiaro, 212-915-8084
kerry.calaiaro@willis.com
or
HRH:
Media
Liz Cougot, 804-747-3120
liz.cougot@hrh.com
or
Investors
Carolyn Jones, 804-747-3108
carolyn.jones@hrh.com

Copyright Business Wire 2008