WILLIS TOWERS WATSON PLC — Director's Dealing 2010

Feb 23, 2010

SEC Form 4/A — Form 4/A

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	96023.0426	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 the 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, and 1,592.0426 Ordinary Shares under the Issuer?s Employee Stock Purchase Plan.

F3: This amendment on Form 4/A to the Form 4 filed on February 4, 2010 (the ?Original Form 4?) is made solely to correct the number of securities beneficially owned following the reported transaction, so as also to include shares owned in the Issuer?s Employee Stock Purchase Plan. Except for the foregoing, no new or revised transactions or holdings are being reported. All other information in the Original Form 4 remains the same.