WILLIS TOWERS WATSON PLC — Director's Dealing 2011

Aug 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2011-08-02

Reporting Person: Neborak Michael K (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-02	Ordinary Shares, nominal value $0.000115 per share	S	1950.0000	$40.3423	Disposed	14040.0000	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 16, 2011 to cover taxes incurred on the vesting of 5,276 restricted share units ("RSUs") on August 2, 2011.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $40.31 to $4.38 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 10,714 RSUs, subject to the satisfaction of vesting requirements. This amount gives effect to the RSUs that vested on August 2, 2011.