WILLIS TOWERS WATSON PLC — Director's Dealing 2011

May 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2011-05-02

Reporting Person: HANLEY JEREMY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Ordinary Shares, nominal value $0.000115 per share	A	2409.0000	$0.0000	Acquired	14923.0000	Direct

Footnotes

F1: Comprised of 2,409 restricted share units ("RSUs"), which represent the right to recieve ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company. The RSUs shall vest 100% on May 2, 2012.

F2: Includes an aggregate of 2,409 RSUs subject to the satisfaction of vesting requirements, as well as 3,189 vested RSUs with a deferred settlement no later than January 2, 2017. This amount gives effect to 2,869 RSUs that vested on May 3, 2011.