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: HEARN PETER C (CEO, Willis Re)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Option	$31.0200	A	50000.0000	Acquired	2018-10-01	Ordinary Shares, nominal value $0.000115 per share (50000.0000)	Direct

Footnotes

F1: On October 1, 2010, the reporting person was granted 50,000 options to purchase ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company). The options shall vest, subject to the Company achieving certain performance criteria for the fiscal year ending December 31, 2010, in equal tranches on each of the second through fifth anniversaries of the grant date. On February 9, 2011, the performance criteria for fiscal year 2010 were met.

F2: The option becomes exercisable as to 12,500 shares on each of the second through fifth anniversaries of the grant date.