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: PLUMERI JOSEPH J (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Ordinary Shares, nominal value $0.000115 per share	A	172166.0000	—	Acquired	3819938.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Option	$37.0600	A	250000.0000	Acquired	2015-05-06	Ordinary Shares, nominal value $0.000115 per share (250000.0000)	Direct

Footnotes

F1: On May 3, 2010, the reporting person was granted 172,166 restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company"). The RSUs 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 first, second and third anniversaries of the grant date. On February 9, 2011, the performance criteria for fiscal year 2010 were met.

F2: Includes an aggregate of 437,130 RSUs, subject to the satisfaction of vesting requirements.

F3: On May 6, 2008, the reporting person was granted 1,700,000 options to purchase ordinary shares, par value $0.000115 per share, of the Company. Subject to the Company achieving certain performance criteria for the fiscal years ending December 31, 2008, 2009 and 2010, the options shall vest in full on April 28, 2011. On February 9, 2011, certain performance criteria for fiscal year 2010 were met so that 250,000 options were earned. As a result of certain other performance criteria for fiscal year 2010 not being met, 400,000 unearned options were forfeited.