WILLIS TOWERS WATSON PLC — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2011-02-09

Reporting Person: Margrett David (Chairman & CEO, Willis Limited)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Ordinary Shares, nominal value $0.000115 per share	A	625.0000	—	Acquired	625.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Option	$27.2200	A	2500.0000	Acquired	2017-11-02	Ordinary Shares, nominal value $0.000115 per share (2500.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	46264.0000	Direct

Footnotes

F1: On November 2, 2009, the spouse of the reporting person was granted 625 restricted share units ("RSUs") which represents the right to receive ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company"). The RSUs shall vest, subject to the Company achieving certain performance criteria for both fiscal years ending December 31, 2009 and 2010, in equal tranches on each of the second through fifth anniversaries of the grant date. On February 3, 2010 performance criteria for fiscal year 2009 were met and on February 9, 2011 performance criteria for fiscal year 2010 were met.

F2: Includes an aggregate of 30,173 restricted stock units, subject to the satisfaction of vesting requirements.

F3: On November 2, 2009, the spouse of the reporting person was granted 2,500 options to purchase ordinary shares, par value $0.000115 per share, of the Company. The options shall vest, subject to the Company achieving certain performance criteria for both fiscal years ending December 31, 2009 and 2010, in equal tranches on each of the second through fifth anniversaries of the grant date. On February 3, 2010 the performance criteria for fiscal year 2009 were met and on February 9, 2011 the performance criteria for fiscal year 2010 were met.

F4: The option becomes exercisable as to 625 shares on each of the second through fifth anniversaries of the grant date.