WILLIS TOWERS WATSON PLC — Director's Dealing 2011

May 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2011-04-28

Reporting Person: PLUMERI JOSEPH J (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-23	Ordinary Shares, nominal value $0.000115 per share	G	62921.0000	$0.0000	Disposed	3817185.0000	Direct
2011-04-28	Ordinary Shares, nominal value $0.000115 per share	S	83925.0000	$41.3276	Disposed	3733260.0000	Direct

Footnotes

F1: Includes an aggregate of 371,859 restricted share units ("RSUs") subject to the satisfaction of vesting requirements, as well as 100,440 vested RSUs with a deferred settlement upon the earlier of the 2011 Annual General Meeting of Shareholders and when the reporting person incurs a separation from service from the Issuer, and 66,000 vested RSUs with a deferred settlement upon the reporting person's separation from service from the Issuer.

F2: 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 RSUs.

F3: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $40.89 to $41.67 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.

F4: Includes an aggregate of 306,166 RSUs subject to the satisfaction of vesting requirements, as well as 66,000 vested RSUs with a deferred settlement upon the reporting person's separation from service from the Issuer.