WILLIS TOWERS WATSON PLC — Director's Dealing 2011

May 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Krauze Vic (Chairman & CEO, Willis North A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-05	Ordinary Shares, nominal value $0.000115 per share	S	1370.0000	$40.0853	Disposed	42211.1166	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	2512.0000	Indirect

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 4,125 restricted share units ("RSUs") on May 5, 2011.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $40.021 to $40.29 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 29,250 RSUs subject to the satisfaction of vesting requirements, as well as 1,848.6970 ordinary shares under the Issuer's Employee Stock Purchase Plan. This amount gives effect to the RSUs that vested on May 5, 2011.