11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

(Mark One):

[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934

For the fiscal year ended December 31, 2004

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from ____________ to ____________
Commission File No. 333-67466

A. Full title of the Plan:

Willis North America Inc. Financial Security Partnership Plan

B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:

WILLIS NORTH AMERICA INC.

Attn: Mary E. Caiazzo
7 Hanover Square
New York, NY 10004-2594
(212) 344-8888

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003	2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004	3
Notes to Financial Statements	4-8
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2004	9-19
Ex-23 Consent of Deloitte & Touche LLP

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

WILLIS NORTH AMERICA INC. FINANCIAL SECURITY PARTNERSHIP PLAN
By:	/s/ Dan Rowland
	Dan Rowland
	Director of Compensation and Benefits, Willis North America Inc.

Dated: June 24, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Benefits Committee
Willis North America Inc.
Nashville, Tennessee

We have audited the accompanying statements of net assets available for benefits of the Willis North America Inc. Financial Security Partnership Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP


Nashville, Tennessee
June 24, 2005

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003

	2004		2003
ASSETS:
INVESTMENTS—At fair value	$	196,161,643	$	171,742,323
INVESTMENT—At contract value		57,175,972		57,434,527
PARTICIPANT LOANS RECEIVABLE		4,048,075		3,656,572
CONTRIBUTIONS RECEIVABLE		485,827		755,672
CASH		28,556		10,455
Total assets		257,900,073		233,599,549
LIABILITIES:
EXCESS CONTRIBUTIONS PAYABLE (Note 7)		—		(4,414,932	)
Total liabilities		—		(4,414,932	)
NET ASSETS AVAILABLE FOR BENEFITS	$	257,900,073	$	229,184,617

See notes to financial statements.

- 2 -

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2004

ADDITIONS TO NET ASSETS:
Investment income:
Dividends	$	2,898,518
Interest		1,540,546
Interest from participant loans		233,204
Net realized and unrealized appreciation in fair value of investments		20,011,418
Total investment gain		24,683,686
Contributions:
Contributions from participants		23,156,514
Contributions from employer—net of forfeitures		1,882,059
Total contributions		25,038,573
TOTAL ADDITIONS TO NET ASSETS		49,722,259
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants		(20,965,406	)
Fees paid by participants		(41,397	)
TOTAL DEDUCTIONS FROM NET ASSETS		(21,006,803	)
NET INCREASE		28,715,456
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		229,184,617
End of year	$	257,900,073

See notes to financial statements.

- 3 -

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

1. DESCRIPTION OF THE PLAN

The following description of the Willis North America Inc. Financial Security Partnership Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan’s provisions.

General—The Plan is a defined contribution plan sponsored by Willis North America Inc. (the “Company” or “Employer”), a subsidiary of Willis Group Limited, and covers all eligible employees of the Company and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Contributions—Full-time and part-time employees of the Company are eligible to participate in the Plan after thirty days of service. Participants may contribute between 1% and 99% of their eligible compensation as a pre-tax contribution, subject to Internal Revenue Service (“IRS”) limits. After participants have completed one year of service, Employer’s contributions are made on a full matching basis up to 3% of the employee’s annual eligible compensation. The Employer’s matching contributions are limited to $3,000. Effective for the 2004 calendar year only, the Employer’s matching contribution shall not be made for a participant whose annual compensation exceeds $100,000. Annual compensation shall mean the participant’s base pay plus commissions, production incentives and Annual Incentive Plan bonuses received during the 2004 calendar year. Temporary employees are eligible for Employer matching contributions upon completion of 1,000 hours of service in their first year of employment or any Plan year following their first year of employment. All Employer matching deposits were invested solely in the Willis Stock Fund and credited to the Stock-Based Company Matching Deposit Account through October 31, 2004. Effective November 1, 2004, the Employer’s matching contributions are participant directed.

Participant Accounts—Each participant’s account is credited with the participant’s contributions and allocations of (a) the Employer’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations of earnings are made daily.

At December 31, 2004, participant and Employer matching contributions may be invested in any combination of the following:

MetLife Guaranteed Fixed Income Fund
MetLife Stock Market Index Guarantee Account
Harris Associates—Oakmark Fund
Loomis Sayles Small Cap Value Fund
Templeton Foreign Fund
Harris Associates—Oakmark Select Fund
Janus Fund
Baron Asset Fund
Baron Growth Fund
PIMCO Total Return Fund
PIMCO High Yield Bond Fund
Willis Stock Fund

-4-

In addition, participants have the option of transferring amounts from the above funds into a self-directed brokerage account. The MetLife Guaranteed Fixed Income Fund is invested in group annuity insurance contracts (“GAIC”) with Metropolitan Life Insurance Company (“MLIC”).

Payment of Benefits—Participants are eligible for distributions upon retirement, disability, termination of service, or death. Special provisions allow for earlier distributions of participants’ contributions and earnings thereon, and vested Employer contributions and earnings thereon, as hardship withdrawals, subject to certain IRS regulations. Upon receiving a hardship withdrawal, a participant’s contributions to the Plan will automatically be suspended for a period of six months. Distributions of accounts are made in lump-sum amounts and are made in cash or, if a participant elects, in the form of Company common shares. For the plan year ended December 31, 2004, $211,586 was distributed in the form of Company common shares. Benefit payments requested but not yet paid totaled $269,600 and $0 at December 31, 2004 and 2003, respectively.

Vesting—A participant’s contributions and earnings thereon are immediately fully vested. Employer contributions and earnings thereon partially vest after two years of service. Employer contributions and earnings thereon fully vest after five years of service with the Company, or a predecessor company, or as soon as the employee reaches the age of 65, dies or becomes disabled, whichever occurs first.

Participant Loans—Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates that range from 5% to 10.5%, which are commensurate with prevailing rates as determined by the Plan administrator. Principal and interest is paid ratably through payroll deductions.

Forfeitures—Terminating participants forfeit all nonvested Employer contributions. The forfeitures are used to offset future Employer contributions. Forfeited nonvested accounts totaled $599,918 and $258,549 at December 31, 2004 and 2003, respectively.

Plan Termination—Although the Company has not expressed any intent to terminate the Plan, it may cease making contributions or terminate the Plan, at any time, subject to the provisions of ERISA. Upon termination of the Plan, partial termination or complete discontinuance of the Employer’s contributions to the Plan, the balance in each participant’s or retired participant’s account becomes nonforfeitable and each participant, retired participant, or beneficiary is entitled to receive any amounts then credited to his/her account in the trust fund, provided that the Company may elect to continue the trust and make payments therefrom, pursuant to the terms of the Plan.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting—The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.

Valuation of Investments—The fair value of investments in securities and in mutual funds is based upon closing market quotations as of the last business day of the plan year. The investment in GAICs is reflected in the accompanying financial statements at the contract value reported to the Plan by MLIC at December 31, 2004 and 2003, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. The average cost method is used in determining the cost of investments sold.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments, including mutual funds and investment contracts. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

-5-

Payment of Benefits—Benefits are recorded when paid.

3. INVESTMENTS

Amounts invested in the GAICs are commingled with the other investments of the general accounts of the MLIC. Interest is allocated based upon a contractual arrangement and is credited monthly. The crediting rate and average yield was 3.0% and 2.7% at December 31, 2004 and 2003, respectively.

Individual investments which represent greater than 5% of the Plan’s net assets are as follows:

	As of December 31, 2004:
	MetLife Guaranteed Fixed Income Fund	$	57,175,972
	MetLife Stock Market Index Guarantee Account		45,645,802
	Loomis Sayles Small Cap Value Fund		15,014,188
	Harris Associates—Oakmark Fund		25,376,728
	Harris Associates—Oakmark Select Fund		13,032,016
*	Willis Stock Fund		33,253,597
	As of December 31, 2003:
	MetLife Guaranteed Fixed Income Fund	$	57,434,527
	MetLife Stock Market Index Guarantee Account		45,475,649
	Harris Associates—Oakmark Fund		23,539,531
*	Willis Stock Fund		27,656,746
*	Includes nonparticipant directed amounts of $0 and $12,656,097 at December 31, 2004 and 2003, respectively.

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $20,011,418 as follows:

Mutual funds	$	15,627,338
Common stock		4,343,305
Corporate bonds		5,510
U.S. government securities		35,265
	$	20,011,418

-6-

4. NONPARTICIPANT-DIRECTED INVESTMENTS

Information about the net assets as of December 31, 2004 and 2003 and the significant components of the changes in net assets for the year ended December 31, 2004 relating to the nonparticipant-directed investments is as follows:

	2004			2003
Net assets—
INVESTMENTS—At fair value	$	—		$	12,656,097
Changes in net assets:
Contributions from Employer—net of forfeitures	$	1,882,059
Net realized and unrealized appreciation in fair value of investments		743,426
Benefits paid to participants		(580,822	)
Fees paid by participants		(3,367	)
Transfers to participant-directed investments		(14,697,393	)
	$	(12,656,097	)

5. INCOME TAX STATUS

The Plan has received a determination letter from the IRS dated October 30, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and therefore, the related trust is exempt from taxation. The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

6. TRANSACTIONS WITH PARTIES-IN-INTEREST

Transactions with parties-in-interest include contributions from the Company and various funds managed by MLIC, the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Administrative expenses of the Plan not borne by participants are paid by the Company. The Company paid no such expenses in 2004.

7. VOLUNTARY CORRECTION PROGRAM

On March 29, 2004, the Company received a compliance statement from the IRS under the Voluntary Correction Program (“VCP”). The compliance statement was obtained with respect to an operational oversight regarding the Plan years 1992 through 1999, whereby benefits from the Plan and Willis North America Inc. Pension Plan exceeded the combined plans’ limits under Internal Revenue Code Section 415(e). Consistent with common practice, compliance testing was performed during this period; however, the additional level of testing required by IRC 415(e) was not performed for all employees from 1992 through 1999. IRC 415(e) has since been repealed; therefore, the same failures cannot reoccur.

-7-

As a result of the operational oversight, the Plan reimbursed participants in the amount of $4,451,268 in 2004. In addition, the Plan transferred $1,478,083 of 1992-1999 Employer contributions from participants’ accounts to a forfeitures account in 2004. These forfeitures will be used to offset future Employer contributions. The forfeitures account balance at December 31, 2004 was $1,044,216.

8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of the benefits paid to participants in the financial statements to the Form 5500 for the year ended December 31, 2004:

Benefits paid to participants per the financial statements	$	20,965,406
Excess contributions refunded to participants		4,451,268
Benefits paid to participants per the Form 5500	$	25,416,674

The following is a reconciliation of the net assets available for benefits in the financial statements to the Form 5500 as of December 31, 2003:

Net assets available for benefits per the financial statements at beginning of year	$	229,184,617
Excess contributions payable		4,414,932
Other liabilities		(10	)
Net assets available for benefits per the Form 5500	$	233,599,539

*****

-8-

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

	Identity of issue, borrower, lessor or		Description of investment including		Cost**		Current value
	similar party	maturity date, rate of interest, collateral,
		par, or maturity value
*	METLIFE GUARANTEED FIXED INCOME FUND			Group Annuity Insurance Contracts		$	57,175,972
	SCHWAB MONEY MARKET FUND			Money Market			2,357,332
*	WILLIS STOCK FUND			Mutual Funds			33,253,597
	BARON ASSET FUND			Mutual Funds			5,845,302
	BARON GROWTH FUND			Mutual Funds			8,126,025
	FRANKLIN TEMPLETON FOREIGN FUND			Mutual Funds			8,935,247
	PIMCO HIGH YIELD BOND FUND			Mutual Funds			3,210,185
	PIMCO TOTAL RETURN FUND			Mutual Funds			11,736,273
*	METLIFE STOCK MARKET INDEX GUARANTEE ACCOUNT			Mutual Funds			45,645,802
	JANUS FUND			Mutual Funds			11,296,049
	LOOMIS SAYLES SMALL CAP VALUE FUND			Mutual Funds			15,014,188
	HARRIS ASSOCIATES- OAKMARK FUND			Mutual Funds			25,376,728
	HARRIS ASSOCIATES- OAKMARK SELECT FUND			Mutual Funds			13,032,016
	ABERDEEN ASIA PAC INCOME			Mutual Funds			34,865
	AIM AGGRESSIVE GROWTH FD CL A			Mutual Funds			22,648
	AIM BASIC VALUE FUND CL A			Mutual Funds			23,540
	AIM CONSTELLATION FUND			Mutual Funds			16,729
	AIM LARGE CAP BASIC VALUE CL I			Mutual Funds			10,346
	AIM TECHNOLOGY FUND			Mutual Funds			12,919
	AIM TOTAL RETURN FUND			Mutual Funds			16,930
	AIM WEINGARTEN FUND CL A			Mutual Funds			11,687
	ALLIANCEBER SMALL CP VALUE CL A			Mutual Funds			32,971
	ALPINE REALTY INCOME & GROWTH FD Y			Mutual Funds			10,019
	ALPINE US REAL ESTATE EQUITY CL Y			Mutual Funds			10,033
	AMCENT: BENHAM INTERNATIONAL BOND			Mutual Funds			85,453
	AMER AADVANTAGE INTL EQ PLANAHEAD			Mutual Funds			29,012
	AMERICAN CENTURY GOVERNMENT BOND			Mutual Funds			37,253
	AMERICAN CENTURY INTL GROWTH INV			Mutual Funds			10,528
	AMERICAN CENTURY SMALL CAP VALUE FD			Mutual Funds			8,581
	AMERICAN INVESTMENT CO OF AMERICA			Mutual Funds			1,172
	AMERICAN LAND LEASE INC			Mutual Funds			11,847
	ARTISAN INTERNATIONAL FUND			Mutual Funds			4,556
	ARTISAN INTERNATIONAL VALUE FUND			Mutual Funds			24,197
	ARTISAN MIDCAP VALUE FUND			Mutual Funds			34,177
	BARON ASSET FUND			Mutual Funds			31,869
	BUFFALO MID CAP FUND			Mutual Funds			10,684
	CALAMOS GROWTH & INCOME FUND CL A			Mutual Funds			27,433
	CALAMOS GROWTH FD CL A			Mutual Funds			76,016
	CALIFORNIA NASDAQ-100 INDEX FD			Mutual Funds			679
	CGM REALTY FUND			Mutual Funds			2,861
	CHASE GROWTH FUND			Mutual Funds			3,377
	CLIPPER FUND			Mutual Funds			4,383
	COLUMBIA REAL ESTATE EQUITY FD CL Z			Mutual Funds			42,521
	COMMERCIAL NET LEASE RLTY INC			Mutual Funds			14,832
	COMMUNICATIONS FOCUS FUND			Mutual Funds			2,068
	CONSTELLATION TIP HEALTH BIOTECH II			Mutual Funds			10,878
	CREDIT SUISSE GLOBAL POST-VENTURE			Mutual Funds			14,678
	DAVIS NEW YORK VENTURE FUND CLASS A			Mutual Funds			92,498
	DEVL DIVERSIFIED RLTY			Mutual Funds			6,877
	DFA FIVE-YEAR GLOBALFIXED INC PORT			Mutual Funds			21,527
	DFA REAL-ESTATE SECURITIES PORTFOLIO			Mutual Funds			35,883
	DFA TWO-YEAR GLOBAL FIXED-INCOME			Mutual Funds			15,961
	DFA U S LARGE CAP VALUE PORTFOLIO			Mutual Funds			30,702
	DFA U S LARGE COMPANY PORTFOLIO			Mutual Funds			17,324
	DFA US MICRO CAP PORT			Mutual Funds			6,765
	DFA US SMALL CAP VALUEPORT			Mutual Funds			23,616
	DODGE & COX BALANCED FUND			Mutual Funds			1,483
	DODGE & COX INCOME FUND			Mutual Funds			14,535
	DODGE & COX STOCK FUND			Mutual Funds			19,348
	DREYFUS SMALL CO VALUE FD			Mutual Funds			37,405
	EATON VANCE WORLDWIDE HEALTH SCIENCE			Mutual Funds			29,320
	EVERGREEN HEALTH CARE FUND CL A			Mutual Funds			31,280
	EXCELSIOR VAL & RESTRUCT. FD			Mutual Funds			28,108
	FBR GAS UTILITY INDEX FUND			Mutual Funds			10,072
	FBR SMALL CAP FINANCIAL FUND			Mutual Funds			64,335
	FEDERATED INCOME TRUST INSTITUTIONAL			Mutual Funds			2,643
	FEDERATED SHORT-TERM INCOME FD INSTL			Mutual Funds			4,687
	FEDERATED US GOVT SECS 2-5 INSTL			Mutual Funds			14,990
	FIDELITY FUND			Mutual Funds			7,194
	FIDELITY GROWTH COMPANY NAV			Mutual Funds			30,611
	FIDELITY OVERSEAS FUND			Mutual Funds			16,535
	FIDELITY SELECT DEVELOPING COMM			Mutual Funds			1,069

9

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or		Description of investment including		Cost**		Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
FIDELITY SELECT ELECTRS PORTFOLIO			Mutual Funds		$	10,690
FIDELITY SELECT HEALTH CARE			Mutual Funds			5,834
FIDELITY SELECT SOFTWARE & COMPUTER			Mutual Funds			26,325
FIDELITY SELECT TELECOMMUNICATIONS			Mutual Funds			1,087
FIDELITY SLCT COMPUTERS			Mutual Funds			14,199
FIDELITY SLCT TECHNOLOGY			Mutual Funds			25,990
FIDELITY SLCT TECHNOLOGY			Mutual Funds			12,395
FIDELITY UTILITIES FUND NAV			Mutual Funds			6,225
FIRST AMERICAN SMALL CAP GROWTH			Mutual Funds			3,726
FIRST AMERICAN TECHNOLOGY FD			Mutual Funds			205
FIRST EAGLE GLOBAL FUND			Mutual Funds			37,903
FIRST EAGLE OVERSEAS FUND			Mutual Funds			24,143
FIRST SOURCE MONOGRAM SPECIAL EQUITY			Mutual Funds			9,228
FIRSTHAND E-COMMERCE FD			Mutual Funds			2,206
FIRSTHAND TECH INNOVATORS FD			Mutual Funds			3,354
FIRSTHAND TECH LEADERS FUND			Mutual Funds			546
FIRSTHAND TECHNOLOGY VALUE FD			Mutual Funds			21,930
FRIEDMAN BILLINGS GP NEW			Mutual Funds			24,431
GABELLI GOLD FD INC			Mutual Funds			2,463
GABELLI GROWTH FUND			Mutual Funds			12,178
GATEWAY FUND			Mutual Funds			4,452
HARBOR SMALL-CAP GROWTH FUND INV CL			Mutual Funds			3,167
HARBOR SMALL-CAP VALUE			Mutual Funds			4,180
HEALTH CARE FOCUS FUND			Mutual Funds			6,324
HENLOPEN FUND			Mutual Funds			5,575
HENNESSY CORNERSTONE GROWTH FUND			Mutual Funds			23,265
HENNESSY CORNERSTONE VALUE FD			Mutual Funds			6,241
ICON INFORMATION TECHNOLOGY FD CL A			Mutual Funds			4,951
ING INTERMEDIATE BOND FUND CL A			Mutual Funds			2,646
INST’L SLCT S&P 500 INDEX			Mutual Funds			43,095
INTERNET FUND			Mutual Funds			11,015
ISTAR FINANCIAL INC			Mutual Funds			4,744
J F CHINA REGION FUND INC			Mutual Funds			34,560
JACOB INTERNET FUND			Mutual Funds			39,098
JANUS BALANCED FUND			Mutual Funds			29
JANUS CONTRARIAN FUND			Mutual Funds			13,545
JANUS FUND			Mutual Funds			27,925
JANUS GLOBAL TECHNOLOGY FD			Mutual Funds			4,356
JANUS GROWTH & INCOME FUND			Mutual Funds			37,558
JANUS MERCURY FUND			Mutual Funds			50,541
JANUS MID CAP VALUE INV SHARES			Mutual Funds			4,312
JANUS OLYMPUS FUND			Mutual Funds			4,972
JANUS OVERSEAS FUND			Mutual Funds			26,948
JANUS TWENTY FUND			Mutual Funds			13,686
JANUS WORLDWIDE FUND			Mutual Funds			7,057
JENSEN PORTFOLIO CLASS J			Mutual Funds			5,881
JULIUS BAER INTL EQUITY FD A			Mutual Funds			4,805
LEUTHOLD CORE INVESTMENT FUND			Mutual Funds			5,193
LEXINGTON CORPORATE PPTYS TR			Mutual Funds			1,166
LOOMIS SAYLES BOND FUND			Mutual Funds			22,957
MANAGERS VALUE FUND			Mutual Funds			62,238
MARSICO 21ST CENTURY FD			Mutual Funds			5,791
MARSICO INTL OPPORTUNITIES FD			Mutual Funds			5,305
MERGER FUND			Mutual Funds			15,306
MUHLENKAMP FD			Mutual Funds			5,878
NAVELLIER AGGRESSIVE MICRO CAP			Mutual Funds			7,867
NB FOCUS FD			Mutual Funds			3,664
NEW PERSPECTIVE FUND			Mutual Funds			1,328
NEWCASTLE INVESTMENT CP			Mutual Funds			3,307
OAKMARK EQUITY INCOME FD			Mutual Funds			2,235
OAKMARK FUND			Mutual Funds			38,963
OAKMARK GLOBAL FUND CL I			Mutual Funds			13,342
OAKMARK SELECT FD			Mutual Funds			45,231
OPPENHEIMER INTL BOND FD CL A			Mutual Funds			4,122
PARNASSUS EQUITY INCOME FD			Mutual Funds			4,594
PAYDEN GROWTH & INCOME CL R			Mutual Funds			3,207
PBHG LARGE CAP GROWTH FD			Mutual Funds			3,399
PBHG TECHNOLOGY & COMMUNICATIONS FD			Mutual Funds			11,676
PIMCO CORPORATE OPPTY FD			Mutual Funds			2,440
PIMCO EMERGING MARKETS BOND FD CL D			Mutual Funds			15,942
PIMCO LOW-DURATION FUND INSTL CLASS			Mutual Funds			12,868
PIMCO RCM BIOTECHNOLOGY CL D			Mutual Funds			17,520

10

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or		Description of investment including		Cost**		Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
PIMCO RCM GLOBAL HEALTHCARE CLASS D			Mutual Funds		$	17,379
PIMCO RCM GLOBAL TECH CL D			Mutual Funds			7,819
PIMCO RCM INNOVATION FUND CL D			Mutual Funds			18,808
PIMCO REAL RETURN FD CL D			Mutual Funds			19,427
PIMCO RENAISSANCE FUND CLASS D			Mutual Funds			28,134
PIN OAK AGGRESSIVE STOCK			Mutual Funds			2,744
PIONEER HIGH YIELD FD CL A			Mutual Funds			2,679
PRIMEWEST ENERGY TR NEW			Mutual Funds			1,442
PUTNAM GROWTH & INCOME CL A			Mutual Funds			8,643
RAINIER SMALL/MID-CAP EQUITY PORT			Mutual Funds			8,726
RED OAK TECHNOLOGY			Mutual Funds			267
ROYCE FUND PREMIER SERIES			Mutual Funds			45,765
ROYCE LOW PRICED STOCK FD			Mutual Funds			27,591
ROYCE TOTAL RETURN FD			Mutual Funds			12,310
RS DIVERSIFIED GROWTH FUND			Mutual Funds			3,575
RS EMERGING GROWTH FUND			Mutual Funds			13,214
RS GLOBAL NATURAL RESOURCES FUND			Mutual Funds			5,045
RYDEX BIOTECHNOLOGY FUND			Mutual Funds			1,212
SCHWAB 1000 FUND			Mutual Funds			53,736
SCHWAB DIVIDEND EQUITY			Mutual Funds			32,429
SCHWAB S/T BOND MARKET INDEX FUND			Mutual Funds			9,846
SCHWAB SMALL CAP INDEX SELECT			Mutual Funds			9,429
SCUDDER FLAG INVESTORS VAL BUILDERA			Mutual Funds			90,439
SCUDDER GLOBAL FUND INC			Mutual Funds			6,722
SCUDDER GREATER EUROPE			Mutual Funds			6,837
SCUDDER MICRO CAP INVESTMENT CLASS			Mutual Funds			14,008
SCUDDER SMALL CAP GROWTH INV CL			Mutual Funds			12,130
SEI EMERGING MARKETS EQUITY FD			Mutual Funds			15,966
SEI LARGE CAP GROWTH FUND CL A			Mutual Funds			40,020
SEI SMALL CAP GROWTH			Mutual Funds			17,785
SEI SMALL CAP VALUE FUND CL A			Mutual Funds			17,836
STRONG GOVERNMENT SECURITIES FUND			Mutual Funds			10,461
STRONG GROWTH FUND			Mutual Funds			4,773
STRONG MID CAP DISCIPLINED FUND			Mutual Funds			32,566
STRONG TECHNOLOGY 100 FUND			Mutual Funds			463
T ROWE PRICE BLUE CHIP GROWTH FUND			Mutual Funds			28,335
T ROWE PRICE CAPITAL APPRECIATION FD			Mutual Funds			28,066
T ROWE PRICE EQUITY INCOME FUND			Mutual Funds			40,429
T ROWE PRICE GROWTH STOCK FUND			Mutual Funds			12,217
T ROWE PRICE INTERNATIONAL BOND FUND			Mutual Funds			18,573
T ROWE PRICE INTL EUROPEAN STOCK FD			Mutual Funds			2,166
T ROWE PRICE INTL STOCK FD			Mutual Funds			28,202
T ROWE PRICE MID-CAPITAL GROWTH FUND			Mutual Funds			45,116
T ROWE PRICE NEW ASIA FUND			Mutual Funds			14,018
T ROWE PRICE NEW INCOME FUND			Mutual Funds			24,853
T ROWE PRICE SMALL CAP STOCK FUND			Mutual Funds			12,364
T ROWE PRICE SMALL-CAPITAL VALUE FD			Mutual Funds			30,351
T ROWE PRICE VALUE FUND			Mutual Funds			14,539
TECHNOLOGY FOCUS FUND			Mutual Funds			2,470
TEMPLETON EMERGING MKT FD			Mutual Funds			22,275
TEMPLETON FOREIGN FD CL A			Mutual Funds			9,976
TEMPLETON GLOBAL INCOME FD INC			Mutual Funds			44,817
TEMPLETON WORLD FD CL A			Mutual Funds			32,407
THIRD AVE REAL ESTATE VALUE FD			Mutual Funds			7,533
THOMPSON PLUMB GROWTH FUND			Mutual Funds			16,049
TORRAY FUND			Mutual Funds			19,622
TURNER MIDCAP GROWTH FUND CL I			Mutual Funds			3,543
TWEEDY BROWNE GLOBAL VALUE FUND			Mutual Funds			613
U S GLOBAL REGENT EASTERN EUROPEAN			Mutual Funds			3,217
VAN WAGONER POST VENTURE FD			Mutual Funds			1,716
VANGUARD 500 INDEX FD INVESTOR SHS			Mutual Funds			117,433
VANGUARD CONV SECS FD			Mutual Funds			46,425
VANGUARD DEVELOPMENT MKTS INDEX			Mutual Funds			38,895
VANGUARD ENERGY FUND			Mutual Funds			41,972
VANGUARD GNMA FUND INVESTOR SHS			Mutual Funds			62,823
VANGUARD GROWTH & INCOME			Mutual Funds			15,713
VANGUARD GROWTH INDEX FD			Mutual Funds			58,977
VANGUARD HEALTH CARE FUND			Mutual Funds			24,722
VANGUARD HIGH-YIELD CORPORATE FD			Mutual Funds			17,943
VANGUARD INFLATION PROTECTED SEC FD			Mutual Funds			14,055
VANGUARD INTERNATIONAL VALUE PORT			Mutual Funds			10,962
VANGUARD INTL GROWTH PORTFOLIO			Mutual Funds			2,372

11

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or	Description of investment including			Cost**	Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
VANGUARD LONG TERM INVESTMENT GRADE			Mutual Funds		$	7,944
VANGUARD REIT INDEX FUND			Mutual Funds			81,383
VANGUARD SMALL CAP GROWTH INDEX FD			Mutual Funds			11,105
VANGUARD SMALL-CAP INDEX FUND			Mutual Funds			89,876
VANGUARD TOTAL BD MARKET INDEX FD			Mutual Funds			39,973
VANGUARD TOTAL INT’L STOCK INDEX FD			Mutual Funds			8,130
VANGUARD U S GROWTH FUND			Mutual Funds			19,248
VANGUARD VALUE INDEX FUND			Mutual Funds			43,973
VANGUARD WELLESLEY INCOME FUND			Mutual Funds			15,991
VANGUARD WELLINGTON FUND			Mutual Funds			30,408
VANGUARD WINDSOR FUND			Mutual Funds			4,440
VANGUARD WINDSOR II PORTFOLIO			Mutual Funds			11,754
WASATCH INT’L GROWTH FD			Mutual Funds			10,346
WEITZ VALUE PORTFOLIO			Mutual Funds			37,661
WELLS FARGO INTL EQUITY			Mutual Funds			739
WELLS FARGO LARGE CO GROWTH FD CL A			Mutual Funds			3,176
WHITE OAK GROWTH STOCK			Mutual Funds			104,475
WILLIAM BLAIR INTL GRWTH FD			Mutual Funds			4,554
WILSHIRE LG CO GROWTH — IVESTMNT			Mutual Funds			11,438
WIRELESS FUND			Mutual Funds			221
IBRD WORLD BK BOND	$	1,000	principal amount due 1/27/05			1,003
US TREASURY STRIP	$	15,000	principal amount due 11/15/06			14,178
US TREASURY STRIP	$	12,000	principal amount due 11/15/07			10,943
US TREASURY STRIP	$	12,000	principal amount due 11/15/08			10,505
US TREASURY STRIP	$	12,000	principal amount due 11/15/09			10,081
US TREASURY STRIP	$	12,000	principal amount due 11/15/10			9,616
US TREASURY STRIP	$	12,000	principal amount due 11/15/11			9,106
US TREASURY STRIP	$	12,000	principal amount due 11/15/12			8,646
US TREASURY STRIP	$	12,000	principal amount due 11/15/13			8,192
FORD MTR CR CO	$	1,000	principal amount due 12/08/05			1,030
US TREASURY STRIP	$	12,000	principal amount due 2/01/06			9,718
US TREASURY STRIP	$	15,000	principal amount due 2/15/07			14,063
US TREASURY STRIP	$	12,000	principal amount due 2/15/08			10,849
US TREASURY STRIP	$	12,000	principal amount due 2/15/09			10,393
US TREASURY STRIP	$	12,000	principal amount due 2/15/10			9,937
US TREASURY STRIP	$	12,000	principal amount due 2/15/11			9,446
US TREASURY STRIP	$	12,000	principal amount due 2/15/12			8,983
US TREASURY STRIP	$	12,000	principal amount due 5/15/07			11,149
US TREASURY STRIP	$	12,000	principal amount due 5/15/08			10,729
US TREASURY STRIP	$	12,000	principal amount due 5/15/09			10,285
US TREASURY STRIP	$	12,000	principal amount due 5/15/10			9,851
US TREASURY STRIP	$	12,000	principal amount due 5/15/11			9,336
US TREASURY STRIP	$	12,000	principal amount due 5/15/12			8,867
US TREASURY STRIP	$	12,000	principal amount due 5/15/13			8,419
US TREASURY STRIP	$	12,000	principal amount due 8/15/07			11,040
US TREASURY STRIP	$	12,000	principal amount due 8/15/08			10,633
US TREASURY STRIP	$	12,000	principal amount due 8/15/09			10,172
FORD MTR CRDT	$	1,000	principal amount due 8/15/10			1,024
U S TREAS STRIP	$	12,000	principal amount due 8/15/10			8,530
U S TREAS STRIP	$	12,000	principal amount due 8/15/10			8,083
US TREASURY STRIP	$	12,000	principal amount due 8/15/11			9,215
US TREASURY STRIP	$	12,000	principal amount due 8/15/12			8,756
US TREASURY STRIP	$	12,000	principal amount due 8/15/13			8,303
1/100 BERKSHIRE HTWY CL A		100	shares of common stock			87,900
1ST STATE BANCORP INC		104	shares of common stock			3,004
AARON RENTS INC		500	shares of common stock			12,500
ABBOTT LABORATORIES		275	shares of common stock			12,829
ABIOMED INC		43	shares of common stock			664
AEGIS ASSESSMENTS INC		475	shares of common stock			974
AES CORP		1,900	shares of common stock			25,973
AGERE SYSTEMS INC CL A		34	shares of common stock			47
AGERE SYSTEMS INC CL B		1,063	shares of common stock			1,435
AGRIUM INC		300	shares of common stock			5,055
AIR PRODS & CHEMS INC		400	shares of common stock			23,211
ALLIANCE CAP MGMT HLDG LP		25	shares of common stock			1,050
ALLIED CAP CORP NEW		97	shares of common stock			2,502
ALLSTATE CORP		237	shares of common stock			12,250
ALNYLAM PHARMACEUTICALS		600	shares of common stock			4,482
ALVARION LTD		286	shares of common stock			3,792
AMAZON COM INC		305	shares of common stock			13,508
AMCORE FINANCIAL INC		506	shares of common stock			16,267
AMERICAN EXPRESS CO		31	shares of common stock			1,757

12

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or		Description of investment including		Cost**		Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
AMERICAN INTERNATIONAL GROUP		3,311	shares of common stock		$	217,434
AMERICAN SKIING CORP		1,830	shares of common stock			1,135
AMERIRESOURCE TECH NEW		1	shares of common stock			0
AMGEN INCORPORATED		160	shares of common stock			10,264
AMR CORP DEL		75	shares of common stock			821
AMSOUTH BANCORPORATION		3	shares of common stock			68
ANDRX GROUP		30	shares of common stock			655
ANHEUSER BUSCH CO INC		52	shares of common stock			2,635
ANNALY MTG MGMT INC		1,433	shares of common stock			28,121
ANTIGENICS INC DEL		700	shares of common stock			7,084
APACHE CORP		400	shares of common stock			20,228
APPLE COMPUTER INC		300	shares of common stock			19,320
APPLIED DIGITAL SOLU NEW		300	shares of common stock			2,025
APPLIED MATERIALS INC		904	shares of common stock			15,458
ARADIGM CORP		900	shares of common stock			1,557
ARCH CAP GROUP LTD NEW F		200	shares of common stock			7,740
ARCHER DANIELS MIDLAND CO		30	shares of common stock			669
ARIBA INC NEW		37	shares of common stock			614
ARM HLDGS PLC ADR		100	shares of common stock			618
ASCENTIAL SOFTWARE NEW		250	shares of common stock			4,078
ASTEC INDS INC		25	shares of common stock			430
AT & T CORP NEW		673	shares of common stock			12,819
ATHEROGENICS INC		500	shares of common stock			11,780
ATMEL CORP		2,000	shares of common stock			7,840
AU OPTRONICS CORP ADR		500	shares of common stock			7,160
AUCTION MILLS INC		3,380	shares of common stock			608
AUCXIS CORP		200	shares of common stock			1
AUDIOVOX CP CL A		100	shares of common stock			1,578
AVAYA INC		75	shares of common stock			1,290
AVON RUBBER PLC ORD		1,000	shares of common stock			3,888
B M C SOFTWARE INC		400	shares of common stock			7,440
BALLARD POWER SYSTEMS F		190	shares of common stock			1,288
BANK OF AMERICA CORP		108	shares of common stock			5,082
BARNES & NOBLE		200	shares of common stock			6,454
BAYER A G SPONSORED ADR		350	shares of common stock			11,893
BB&T CORPORATION		1,815	shares of common stock			76,329
BELLSOUTH CORP		100	shares of common stock			2,779
BENTLEY PHARMACEUTICALS INC		100	shares of common stock			1,075
BERKLEY W R CORP		230	shares of common stock			10,860
BERKSHIRE HATHAWAY CL B		20	shares of common stock			58,720
BHP BILLITON LTD ADR		700	shares of common stock			16,814
BIOMET		1,000	shares of common stock			43,390
BIOMIRA INC		100	shares of common stock			241
BIOPURE CORPORATION CL A		500	shares of common stock			295
BIOSANTE PHARMA INC NEW		500	shares of common stock			2,740
BJ’S WHOLESALE CLUB INC		50	shares of common stock			1,457
BOOTS & COOTS INTL NEW		1,500	shares of common stock			1,365
BOSTON SCIENTIFIC CORP		30	shares of common stock			1,067
BOTTOMLINE TECH INC.		200	shares of common stock			2,892
BP PLC ADR		101	shares of common stock			5,881
BRISTOL-MYERS SQUIBB CO		797	shares of common stock			20,408
BROADVISION INC NEW		6	shares of common stock			17
BROOKS AUTOMATION NEW		31	shares of common stock			534
BRUKER BIOSCIENCES CORP		600	shares of common stock			2,418
BUILDING MATLS HLDG CORP		865	shares of common stock			33,121
C A C I INC CL A		407	shares of common stock			27,729
C M G I INC		3,362	shares of common stock			8,573
CAL DIVE INTL INC		100	shares of common stock			4,075
CALLON PETE CO DEL		400	shares of common stock			5,784
CANDELA CORP		2,000	shares of common stock			22,720
CARDIODYNAMICS INTL CORP		125	shares of common stock			646
CELESTICA INC		1,570	shares of common stock			22,153
CELL GENESYS INC		5,400	shares of common stock			43,740
CENDANT CORPORATION		1,350	shares of common stock			31,563
CENTRAL FD CDA LTD		1,000	shares of common stock			5,470
CENTRAL PKG CORP		25	shares of common stock			379
CEPHALON INC		50	shares of common stock			2,544
CHARTER COMMUNICATIONS		300	shares of common stock			672
CHEETAH OIL & GAS LTD		300	shares of common stock			2,391
CHESAPEAKE ENERGY CORPORATION		250	shares of common stock			4,125
CHINA MOBILITY SOLUTIONS		333	shares of common stock			157
CHIPMOS TECH BERMUDA		2,500	shares of common stock			15,925

13

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or		Description of investment including		Cost**		Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
CHROMAVISION MED SYS INC		150	shares of common stock		$	324
CHUBB CORP		0	shares of common stock			37
CIENA CORP		600	shares of common stock			2,004
CINERGY CORP		1,000	shares of common stock			41,630
CIRRUS LOGIC		250	shares of common stock			1,378
CISCO SYSTEM INC		5,379	shares of common stock			103,922
CITIGROUP INC		1,369	shares of common stock			65,954
CITRIX SYSTEMS		1,524	shares of common stock			37,277
CLEAR CHANNEL COMMUN		500	shares of common stock			16,745
COCA COLA COMPANY		58	shares of common stock			2,427
COEUR D ALENE MINES CP		1,700	shares of common stock			6,681
COGNIZANT TECH SOL CL A		727	shares of common stock			30,774
COMCAST CORP NEW CL A		205	shares of common stock			6,822
COMCAST CP NEW CL A SPL		500	shares of common stock			16,420
COMDISCO HOLDING CO RTS		150	shares of common stock			50
COMPUTER ASSOC INTL INC		100	shares of common stock			3,106
COMPUTRZD THERML IMAGING		2,100	shares of common stock			226
CONAGRA FOODS INC		10	shares of common stock			295
CONEXANT SYSTEMS INC		100	shares of common stock			199
CONOCOPHILLIPS		227	shares of common stock			19,686
CONTINENTAL AIRLINES CLASS B		1,000	shares of common stock			13,540
CONVERGYS CORP		200	shares of common stock			2,998
COOPER TIRE & RUBR CO		2,300	shares of common stock			49,565
COPPER MTN NETWORKS NEW		40	shares of common stock			109
CORNERSTONE INTERNET SOLUTIONS CO		2,230	shares of common stock			3
CORNING INC		1,334	shares of common stock			15,704
CORRECTIONS CP AMER NEW		400	shares of common stock			16,180
COSTCO WHSL CORP NEW		100	shares of common stock			4,841
COVAD COMMUN GROUP INC		20,225	shares of common stock			43,484
CREE INC		754	shares of common stock			30,220
CRESUD SACIF YA SP ADR		400	shares of common stock			5,960
DALRADA FINANCIAL CORP		75	shares of common stock			0
DANKA BUSINESS SYSTEMS		2,000	shares of common stock			6,320
DAUPHIN TECHNOLOGY INC		750	shares of common stock			150
DEERE & CO		35	shares of common stock			2,638
DELL INC		4,899	shares of common stock			206,444
DELTA & PINE LAND CO		630	shares of common stock			17,186
DELTATHREE COM		200	shares of common stock			664
DEVON ENERGY CP NEW		150	shares of common stock			5,838
DIAGEO PLC		60	shares of common stock			3,473
DIGENE CORP		150	shares of common stock			3,923
DISNEY WALT HLDG CO		747	shares of common stock			20,756
DISPLAY TECHNOLOGIES INC		5,000	shares of common stock			5
DOLLAR GEN CORP		855	shares of common stock			17,750
DOW CHEM CO		421	shares of common stock			20,828
DUKE ENERGY CORPORATION		1,200	shares of common stock			30,396
E DIGITAL CORP		5,000	shares of common stock			1,650
E M C CORP MASS		2,582	shares of common stock			38,394
E MOBILE INFO TECH INC		50,000	shares of common stock			3,500
E4L INC		345	shares of common stock			0
EARTHLINK INC		800	shares of common stock			9,216
EBAY INC		1,576	shares of common stock			183,352
ECHELON CORP		1,620	shares of common stock			13,673
ELAN CORP PLC SPON ADR		980	shares of common stock			26,705
ELECTROGLAS		400	shares of common stock			1,884
ENCANA CORPORATION		200	shares of common stock			11,412
ENERGY CONV DEVICES INC		200	shares of common stock			3,864
ENERGY TRANSFER PARTNERS		100	shares of common stock			5,920
ENGELHARD CORP		3,000	shares of common stock			92,010
ENRON CORP		1,400	shares of common stock			49
ENTERASYS NETWORKS INC		200	shares of common stock			360
ERICSSON TEL ADR B NEW		418	shares of common stock			13,163
E-TRADE FINANCIAL CORP		7,100	shares of common stock			106,145
EVOLVING SYSTEM INC		2,000	shares of common stock			8,980
EXTREME NETWORKS INC		600	shares of common stock			3,930
EXXON MOBIL CORPORATION		636	shares of common stock			32,603
FANNIE MAE		100	shares of common stock			7,121
FAR EAST ENERGY CORP		8,000	shares of common stock			9,760
FELLOWS ENERGY LTD		500	shares of common stock			480
FIRST HEALTH GROUP CORP		900	shares of common stock			16,839
FLEXTRONICS INTL LTD		400	shares of common stock			5,528
FORD MOTOR COMPANY NEW		310	shares of common stock			4,539

14

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or	Description of investment including			Cost**	Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
FOREST OIL CORP NEW		200	shares of common stock		$	6,344
FOUNTAIN PWR BOAT INDS INC		2,000	shares of common stock			10,890
FREESCALE SEMICONDUCTOR CL B		22	shares of common stock			404
FUELCELL ENERGY INC		635	shares of common stock			6,287
GALLAGHER ARTHUR J & CO		216	shares of common stock			7,006
GARMIN LTD		489	shares of common stock			29,751
GATEWAY INC		1,500	shares of common stock			9,015
GEMSTAR TV GUIDE INTL		300	shares of common stock			1,776
GENELABS TECHNOLOGIES INC		400	shares of common stock			480
GENERAL ELECTRIC COMPANY		3,379	shares of common stock			123,348
GENERAL MAGIC INC NEW		311	shares of common stock			0
GENERAL MOTORS CORP		60	shares of common stock			2,404
GENTA INC NEW		400	shares of common stock			704
GILLETTE CO		205	shares of common stock			9,190
GLOBALSTAR TELECOM ORD		50	shares of common stock			0
GOLDCORP INC NEW		3,000	shares of common stock			45,120
GOLDCREST RESOURCES LTD		14,000	shares of common stock			3,973
GOLDEN STAR RES LTD CDA		2,000	shares of common stock			8,020
GOLDMAN SACHS GROUP INC		400	shares of common stock			41,616
GOODYEAR TIRE & RUBR CO		1,400	shares of common stock			20,524
GOODYS FAMILY CLOTHING		10	shares of common stock			91
GOREMOTE INTERNET COMMUN		35	shares of common stock			73
GRAFTECH INTERNATIONAL		80	shares of common stock			757
GRANITE CONSTR INC		225	shares of common stock			5,985
GREEN DOLPHIN SYSTEMS		1,000	shares of common stock			50
GREY WOLF INC		500	shares of common stock			2,635
HALLIBURTON CO HLDG CO		216	shares of common stock			8,475
HARLEY DAVIDSON		400	shares of common stock			24,300
HARMONIC INC		2,000	shares of common stock			16,680
HARRIS & HARRIS		1,000	shares of common stock			16,380
HEADWATERS INC		400	shares of common stock			11,400
HEALTHSOUTH REHABILITATION CORP		5,000	shares of common stock			31,400
HEALTHTRAC INC		400	shares of common stock			10
HEIDRICK & STRUGGLES INTL INC		300	shares of common stock			10,281
HELMERICH & PAYNE INC		50	shares of common stock			1,702
HERSHEY FOODS CORP		121	shares of common stock			6,721
HEWLETT-PACKARD COMPANY		867	shares of common stock			18,175
HOME DEPOT INC		1,001	shares of common stock			42,776
HOUSE2HOME INC		2,250	shares of common stock			0
HUMAN GENOME SCIENCES		50	shares of common stock			601
HYPERCOM CORP		100	shares of common stock			592
I D BIOMEDICAL CORP		600	shares of common stock			8,970
I T C DELTACOM INC NEW		17	shares of common stock			29
IAC INTERACTIVECORP		200	shares of common stock			5,524
IDENTIX INC		650	shares of common stock			4,797
IMAGING DIAGNOSTIC SYS		21,000	shares of common stock			8,820
IMMUNE RESPONSE CORP NEW		59	shares of common stock			95
INFOSPACE INC NEW		110	shares of common stock			5,231
INTEL CORP		6,661	shares of common stock			155,796
INTELLISYNC CORP		5,000	shares of common stock			10,200
INTERIORS INCCL A		25,709	shares of common stock			3
INTERPHARM HOLDINGS INC		1,000	shares of common stock			2,450
INTL BUSINESS MACHINES		2,336	shares of common stock			230,322
INTL GAME TECHNOLOGY		2,000	shares of common stock			68,760
INTL SHIPHOLDING CORP		1,800	shares of common stock			26,820
IOMEGA CORP NEW		120	shares of common stock			665
ISCO INTERNATIONAL INC		53,770	shares of common stock			19,357
ISHARES TR		750	shares of common stock			56,438
ISHARES TR RUSSELL 3000		990	shares of common stock			68,459
ISIS PHARMACEUTICALS		600	shares of common stock			3,540
IVANHOE MINES LTD		700	shares of common stock			5,033
J P MORGAN CHASE & CO		571	shares of common stock			22,279
JDS UNIPHASE CORPORATION		12,673	shares of common stock			40,173
JOHNSON & JOHNSON		596	shares of common stock			37,790
JOS A BANK CLOTHIERS INC		187	shares of common stock			5,292
JUNIPER NETWORKS INC		380	shares of common stock			10,332
KEYSPAN CORP		106	shares of common stock			4,194
KNIGHT TRADING GROUP		300	shares of common stock			3,285
KRAFT FOODS INC		107	shares of common stock			3,798
KRISPY KREME DOUGHNUTS INC		800	shares of common stock			10,080
LABOR READY INC NEW		650	shares of common stock			10,998
LABORATORY CP OF AMER HLDG NEW		400	shares of common stock			19,928

15

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or	Description of investment including			Cost**	Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
LEHMAN BROS HLDGS INC		50	shares of common stock		$	4,387
LEVEL 3 COMMUNICATIONS INC		1,500	shares of common stock			5,085
LIBERTY MEDIA NEW SER A		1,000	shares of common stock			10,980
LILLY ELI & COMPANY		100	shares of common stock			5,675
LIMITED INC		117	shares of common stock			2,695
LINK ENERGY LLC		26	shares of common stock			2
LINK ENERGY LLC 08 WTS		67	shares of common stock			0
LITHIUM TECH CORP NEW		1,000	shares of common stock			330
LOWES COMPANIES		225	shares of common stock			12,958
LSI LOGIC CORP		100	shares of common stock			548
LUBRIZOL CORP		1,000	shares of common stock			36,860
LUCENT TECHNOLOGIES INC		12,281	shares of common stock			46,177
LUMINEX CORP DEL		3,600	shares of common stock			31,968
M D U RESOURCES GROUP INC		353	shares of common stock			9,418
MACROMEDIA		25	shares of common stock			778
MARAKAND MINERALS ORD		20,000	shares of common stock			7,872
MARCHFIRST INC		170	shares of common stock			0
MARSH & MCLENNAN COS INC		234	shares of common stock			7,699
MARTHA STEWART LVNG OMNI		330	shares of common stock			9,577
MARVEL ENTERPRISES INC		230	shares of common stock			4,710
MARVELL TECH GROUP LTD		100	shares of common stock			3,547
MATRITECH INC		100	shares of common stock			106
MATRIX SVC CO		1,500	shares of common stock			12,090
MATTEL INCORPORATED		210	shares of common stock			4,085
MB FINANCIAL INC NEW		505	shares of common stock			21,288
MBNA CORP		200	shares of common stock			5,638
MCAFEE INC		10	shares of common stock			289
MCDATA CORPORATION CL A		43	shares of common stock			256
MCDONALDS CORP		141	shares of common stock			4,511
MEADOWBROOK INS GROUP		103	shares of common stock			515
MEDCOHEALTH SOLUTIONS		40	shares of common stock			1,664
MEDTRONIC INC		41	shares of common stock			2,031
MERCK & CO INC		1,973	shares of common stock			63,403
MERRILL LYNCH & CO INC		400	shares of common stock			23,908
METRICOM INC NEW		200	shares of common stock			1
METROPOLITAN HEALTH NETWORKS INC		2,000	shares of common stock			5,660
MICROAGE INC		1,000	shares of common stock			0
MICRON TECHNOLOGY INC		200	shares of common stock			2,470
MICROSOFT CORP		7,255	shares of common stock			193,843
MICROSTRATEGY INC A NEW		10	shares of common stock			603
MICROVISION INC WA		1,000	shares of common stock			7,000
MILACRON INC		352	shares of common stock			1,193
MILLENNIUM CELL INC		750	shares of common stock			960
MINDSPEED TECHNOLOGY INC		33	shares of common stock			92
MINE SAFETY APPLIANCE CO		20	shares of common stock			1,014
MITSUBISHI TOKYO ADR		500	shares of common stock			5,110
MITTAL STEEL NV A NY CO		250	shares of common stock			9,663
MOBILE TELESYSTEMS ADR		200	shares of common stock			27,702
MONSANTO CO NEW DEL		1,000	shares of common stock			55,550
MOTOROLA INCORPORATED		200	shares of common stock			3,440
MPHASE TECH INC		100	shares of common stock			32
MYLAN LABS INC		78	shares of common stock			1,379
NABI BIOPHARMACEUTICALS		50	shares of common stock			733
NAM TAI ELECTRS INC		220	shares of common stock			4,235
NATIONAL CITY CORP		500	shares of common stock			18,775
NATL SCIENTIFIC CORP		250	shares of common stock			15
NEOFORMA INC		2	shares of common stock			15
NEOWARE SYS INC		3,000	shares of common stock			27,930
NET2PHONE INC		4,000	shares of common stock			13,600
NETCURRENTS INFO SVCS		2,000	shares of common stock			6
NETWORK APPLIANCE INC		140	shares of common stock			4,651
NEW CENTURY FINL CP NEW		300	shares of common stock			19,173
NEWMONT MINING CORP		100	shares of common stock			4,441
NEXTEL COMMUNICATIONS A		250	shares of common stock			7,503
NITROMED		100	shares of common stock			2,665
NOKIA CORP SPON ADR F		2,075	shares of common stock			32,515
NORTEL NETWORKS CP NEW F		1,665	shares of common stock			5,778
NORTH AMERN DATACOM INC		1,000	shares of common stock			0
NORTHPOINT COMMUN HLDGS		1,800	shares of common stock			1
NOVELL INC		1,100	shares of common stock			7,425
OAKWOOD HOMES CORP NEW		200	shares of common stock			10
ONLINE RES & COMM CORP		20,000	shares of common stock			150,600

16

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or		Description of investment including		Cost**		Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
ORACLE CORPORATION		3,875	shares of common stock		$	53,165
OXUS GOLD PLC WEF ORD		200,000	shares of common stock			208,300
P D C INNOVATIVE IND NEW		100	shares of common stock			4
P M A CAPITAL CORP CL A		1,000	shares of common stock			10,350
PACIFIC CONTINENTAL CORP		10,452	shares of common stock			164,614
PALMONE INC		76	shares of common stock			2,398
PALMSOURCE INC		21	shares of common stock			268
PARADYNE NETWORKS INC		50	shares of common stock			180
PARAMETRIC TECHNOLOGY CP		1,200	shares of common stock			7,068
PAYCHEX INC		501	shares of common stock			17,087
PAYLESS CASHWAYS INC NEW		2,000	shares of common stock			3
PCCW LIMITED NEW ORD		180	shares of common stock			114
PEOPLESOFT INC		100	shares of common stock			2,649
PEPSI BOTTLING GROUP INC		24	shares of common stock			655
PEPSICO INC		247	shares of common stock			12,877
PFIZER INCORPORATED		4,267	shares of common stock			114,751
PINNACLE WEST CAP CORP		350	shares of common stock			15,544
PIPER JAFFRAY COS NEW		1	shares of common stock			48
PLATINUM UNDERWRITERS		900	shares of common stock			27,990
PLUG POWER INC		1,350	shares of common stock			8,249
POLYCOM		1,350	shares of common stock			31,482
PORTAL SOFTWARE INC NEW		800	shares of common stock			2,096
PPG INDS INC		360	shares of common stock			24,558
PROCTER & GAMBLE CO		64	shares of common stock			3,529
PROXIM CORP NEW		15	shares of common stock			61
QUALCOMM INC		1,007	shares of common stock			42,683
QUIKSILVER INC		500	shares of common stock			14,895
R L I CORP		207	shares of common stock			8,595
RAMBUS INC DEL		484	shares of common stock			11,132
RAMTRON INTL CORP NEW		2,500	shares of common stock			10,000
RAYTHEON COMPANY NEW		323	shares of common stock			12,547
REALNETWORKS INC		100	shares of common stock			662
REDHAT INC		735	shares of common stock			9,812
RELIANCE GROUP HLDGS INC		34,200	shares of common stock			44
REPUBLIC BANCORP INC		5,803	shares of common stock			88,677
RESIN SYSTEMS INC		900	shares of common stock			617
RF MICRO DEVICES INC		200	shares of common stock			1,368
RIGHTNOW TECHNOLOGIES		500	shares of common stock			8,075
RITE AID CORPORATION		100	shares of common stock			366
RIVERSTONE NETWORKS INC		102	shares of common stock			109
ROCKWELL COLLINS INC		9	shares of common stock			355
ROCKWELL INTL CORP NEW		9	shares of common stock			446
ROFIN-SINAR TECHNOLOGIES		200	shares of common stock			8,490
ROHM & HAAS CO		40	shares of common stock			1,769
ROWAN COMPANIES		720	shares of common stock			18,648
RUBY MINING CO NEW		1,000	shares of common stock			400
S1 CORPORATION		382	shares of common stock			3,457
SAFECO CORP		310	shares of common stock			16,194
SAFEGUARD SCIENTIFIC INC		1,000	shares of common stock			2,120
SAFEWAY		94	shares of common stock			1,856
SANDISK CORP		534	shares of common stock			13,334
SANGUINE CORP		4,000	shares of common stock			1,080
SAUCONY INC CL B		40	shares of common stock			1,082
SCANSOFT INC		6,000	shares of common stock			25,140
SCHEIN HENRY INC		62	shares of common stock			4,318
SCHERING PLOUGH CORP		347	shares of common stock			7,245
SCHLUMBERGER LTD		360	shares of common stock			24,116
SCIENTIFIC ATLANTA INC		175	shares of common stock			5,777
SCIENTIFIC GAMES CP CL A		200	shares of common stock			4,768
SCOR ADR		1,080	shares of common stock			2,041
SCOTTISH ANNUITY & LIFE HLDG		500	shares of common stock			12,950
SERVICE CORP INTL		2,000	shares of common stock			14,900
SEVEN SEAS PETE NEW		2,000	shares of common stock			3
SHELDAHL CO		300	shares of common stock			0
SHIP FINANCE INTL		210	shares of common stock			4,309
SIEBEL SYSTEMS INC		100	shares of common stock			1,049
SIGNATURE LEISURE INC		105,000	shares of common stock			840
SILICON GRAPHICS		1,000	shares of common stock			1,730
SILICON STORAGE TECH		530	shares of common stock			3,154
SIMTEK CORP		4,000	shares of common stock			2,400
SIRIUS SATELLITE RADIO		2,919	shares of common stock			22,243
SOLECTRON CORP DEL		2,500	shares of common stock			13,325

17

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

Identity of issue, borrower, lessor or		Description of investment including		Cost**		Current value
similar party	maturity date, rate of interest, collateral,
	par, or maturity value
SONICBLUE INC		700	shares of common stock		$	1
SONY CORP ADR		100	shares of common stock			3,896
SOUTH JERSEY INDS INC		45	shares of common stock			2,365
SOUTHERN STATES PWR NEW		133	shares of common stock			0
SOUTHWEST AIRLS CO		1,309	shares of common stock			21,313
SOUTHWESTERN ENERGY CO		521	shares of common stock			26,409
ST JOE CORPORATION		1,469	shares of common stock			94,310
ST PAUL TRAVELERS COS		56	shares of common stock			2,079
STAPLES INC		38	shares of common stock			1,281
STARBUCKS CORP		250	shares of common stock			15,590
STEEL DYNAMICS INC		97	shares of common stock			3,674
STEWART ENTERPRISES CLASS A		200	shares of common stock			1,398
STORAGE TECH CORP		120	shares of common stock			3,793
STRYKER CORP		400	shares of common stock			19,300
SUBURBAN PROPANE PRT L P		120	shares of common stock			4,171
SUN MICROSYSTEMS INC		15,857	shares of common stock			85,469
SUNRISE ASSISTED LIVING INC		500	shares of common stock			23,180
SUNTRUST BANKS INC		200	shares of common stock			14,776
SUPERCONDUCTOR TECH		1,000	shares of common stock			1,390
SUREBEAM CORP		600	shares of common stock			4
SYKES ENTERPRISES INC		6,580	shares of common stock			45,731
SYMANTEC CORP		1,070	shares of common stock			27,563
SYMBOL TECHNOLOGIES INC		750	shares of common stock			12,975
SYNGENTA AG ADR		200	shares of common stock			4,270
SYNTEL INC		2,000	shares of common stock			35,080
SYNTROLEUM CORP		1,200	shares of common stock			9,636
T J X COS INC		102	shares of common stock			2,572
T V AZTECA S A ADR		1,000	shares of common stock			10,280
TARGET CORPORATION		307	shares of common stock			15,920
TASER INTERNATIONAL INC		1,050	shares of common stock			33,233
TEEKAY SHIPPING CP M I F		400	shares of common stock			16,844
TELETECH HOLDINGS		1,000	shares of common stock			9,690
TELULAR CORP		15,000	shares of common stock			127,650
TESSERA TECHNOLOGIES		400	shares of common stock			14,884
TEVA PHARMACEUTICAL INDUSTRIES		150	shares of common stock			4,479
TEXAS INSTRUMENTS INC		181	shares of common stock			4,463
THE CHARLES SCHWAB CORP		300	shares of common stock			3,588
TIANRONG BLDG MAT HLDGS		1,000	shares of common stock			10
TIDEWATER INC/CITIZEN CERTIFICATES		500	shares of common stock			17,805
TIME WARNER INC		2,175	shares of common stock			42,304
TIVO INC		100	shares of common stock			587
TOP TANKERS INC		100	shares of common stock			1,625
TRANSOCEAN SEDCO FOREX F		720	shares of common stock			30,521
TRANSWITCH CORP		1,000	shares of common stock			1,540
TRC COS INC		105	shares of common stock			1,785
TRENWICK GROUP LTD		700	shares of common stock			4
TRIAD HOSPITALS INC		10	shares of common stock			372
TRIPATH IMAGING INC		1,000	shares of common stock			8,970
TRUSTCO BANK CORP N Y		449	shares of common stock			6,192
TYCO INTL LTD NEW		938	shares of common stock			33,535
U S A FLORAL PRODS INC		400	shares of common stock			1
UAL CORP		300	shares of common stock			390
UNICAPITAL CORP		2,000	shares of common stock			0
UNITED INDL CORP		733	shares of common stock			28,396
UNITED PARCEL SERVICE B		263	shares of common stock			22,462
UNITED TECHNOLOGIES CORP		106	shares of common stock			10,931
UNITEDGLOBALCOM INC CL A		1,000	shares of common stock			9,660
UNIVERSAL DISPLAY CORP		100	shares of common stock			900
UNOVA INC		500	shares of common stock			12,645
US BANCORP DEL NEW		100	shares of common stock			3,132
US LEC CORPCL A		2,100	shares of common stock			6,678
USINTERNETWORKING INC		450	shares of common stock			1
VALERO ENERGY CORP NEW		613	shares of common stock			27,834
VARIAN MED SYS		800	shares of common stock			34,592
VAXGEN INC		100	shares of common stock			1,700
VERISIGN INC		1,470	shares of common stock			49,392
VERTICALNET INC NEW		3	shares of common stock			5
VESTA INS GROUP		216	shares of common stock			796
VIACOM INC NON VTG CL B		500	shares of common stock			18,195
VIALINK COMPANY		200	shares of common stock			10
VIE FINANCIAL GROUP NEW		30	shares of common stock			3
VISHAY INTERTECHNOLOGY		400	shares of common stock			6,008

18

WILLIS NORTH AMERICA INC.
FINANCIAL SECURITY PARTNERSHIP PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

	Identity of issue, borrower, lessor or		Description of investment including		Cost**	Current value
	similar party	maturity date, rate of interest, collateral,
		par, or maturity value
	VISUAL NETWORKS INC		100	shares of common stock		$               348
	WACHOVIA CORP NEW		167	shares of common stock		8,784
	WAL-MART STORES INC		682	shares of common stock		36,032
	WEBMD CORP		85	shares of common stock		694
	WELLPOINT INC		88	shares of common stock		10,120
	WELLS FARGO & CO NEW		250	shares of common stock		15,538
	WESTERN WATER CO		1,000	shares of common stock		50
	WESTPOINT STEVENS		201	shares of common stock		4
	WHEATON RIVER MIN LTD		3,750	shares of common stock		12,225
	WILLIAMS CO. INC.		1,085	shares of common stock		17,671
*	WILLIS GROUP HOLDINGS		1,784	shares of common stock		73,447
	XEROX CORP		200	shares of common stock		3,402
	XM SATELLITE RADIO HLDGS		1,025	shares of common stock		38,561
	YAHOO! INC		48	shares of common stock		1,809
	ZIMMER HOLDINGS INC		18	shares of common stock		1,442
	ZIXIT CORP		20	shares of common stock		103
	SEMPRA ENERGY 8.5% PFD		2,000	shares of preferred stock		62,240
	ISHARES MSCI AUS IDX FDF		500	units of investment trusts		8,350
	ISHARES MSCI JPN IDX FDF		2,000	units of investment trusts		21,840
	ISHARES RUSSELL MIDCAP INDEX FD		500	units of investment trusts		39,665
	ISHARES TR RUSSELL 2000		425	units of investment trusts		55,038
	ISHARES TRUST INDEX FUND		350	units of investment trusts		19,415
	NASDAQ 100 SHARES		1,640	units of investment trusts		65,480
	SPDR TRUST UNIT SERIES 1		806	units of investment trusts		97,417
	VANGUARD EXTENDED MKT FD		64	units of investment trusts		5,300
	VANGUARD TOTAL STOCK MKT		119	units of investment trusts		14,048
*	PARTICIPANT LOANS RECEIVABLE			Participant notes receivable bearing interest ranging from 5% to 10.5% and maturity dates ranging from January 1, 2005 to December 31, 2019		4,048,075
						$ 257,385,690

*	Indicates party-in-interest
**	Cost information is not required for participant-directed investments and, therefore, is not included.

19

EX-23

                                                                      EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 333-67466 of Willis North America Inc. on Form S-8
of our report dated June 24, 2005, appearing in this Annual Report on Form 11-K
of Willis North America Inc.'s Financial Security Partnership Plan for the year
ended December 31, 2004.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Nashville, Tennessee
June 24, 2005