WILLIS TOWERS WATSON PLC — Director's Dealing 2010

Feb 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2010-02-03

Reporting Person: HEARN PETER C (CEO, Willis Re)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-03	Ordinary Shares, par value $0.000115 per share	A	40000	—	Acquired	94431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-03	Option	$26.17	A	100000	Acquired	2017-05-05	Ordinary Shares, par value $0.000115 per share (100000)	Direct

Footnotes

F1: On May 5, 2009, the reporting person was granted restricted stock units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer after giving effect to the completion of the scheme of arrangement on December 31, 2009 ("Ordinary Shares"). These RSUs vest, subject to achieving performance criteria for the fiscal year ending December 31, 2009, 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date. On February 3, 2010, the performance criteria were met.

F2: Includes an aggregate of 76,267 RSUs, subject to the satisfaction of vesting requirements.

F3: On May 5, 2009, the reporting person was granted 100,000 options to acquire Ordinary Shares, which vest, subject to achieving performance criteria for the fiscal year ending December 31, 2009, in equal tranches on the second to fifth anniversaries of the grant date. On February 3, 2010, the performance criteria were met.