WILLIS TOWERS WATSON PLC — Director's Dealing 2011

Jun 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2011-06-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-20	Ordinary Shares, nominal value $0.000115 per share	S	1445.0000	$40.0088	Disposed	72663.2908	Direct

Footnotes

F1: The sales reported in this Form 4 were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 29, 2010 to cover taxes incurred on the vesting of 3,572 restricted share units ("RSUs") on June 20, 2011.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $39.97 to $40.03 per share. The price listed in Table I represents the weighted average sale price for such sales. The reporting person undertakes to provide the staff of the Securities and Exchange Commission, the Issuer, or a stockholder of the Issuer, upon request, information regarding the number of shares sold at each separate price within the range.

F3: Includes an aggregate of 13,600 RSUs, subject to the satisfaction of vesting requirements, and 2,013.2908 ordinary shares under the Issuer's Employee Stock Purchase Plan. This amount gives effect to the RSUs that vested on June 20, 2011.