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: ROBERTS DOUGLAS B (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	18349.0000	Direct
2011-05-03	Ordinary Shares, nominal value $0.000115 per share	S	1385.0000	$41.4827	Disposed	16964.0000	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: The sales reported in this Form 4 were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2011 to cover taxes incurred on the vesting of 2,869 RSUs on May 3, 2011.

F3: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $41.24 to $41.58 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.

F4: 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 the RSUs that vested on May 3, 2011.