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: Margrett David (CEO, Willis Intl)

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	7883.0000	$40.0665	Disposed	36548.0000	Direct
2011-05-06	Ordinary Shares, nominal value $0.000115 per share	S	94.0000	$40.3636	Disposed	36454.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	625.0000	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 12, 2010 to cover taxes incurred on the vesting of 13,200 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 $40.36 to $40.37 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 14,225 RSUs, subject to the satisfaction of vesting requirements. This amount gives effect to the RSUs that vested on May 5, 2011.