WILLIS TOWERS WATSON PLC — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2012-05-07

Reporting Person: Krauze Vic (Chairman & CEO, WNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Ordinary Shares, nominal value $0.000115 per share	S	1388.0000	$36.2245	Disposed	38338.6400	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 4,250 restricted share units ("RSUs") on May 5, 2012.

F2: Includes an aggregate of 16,750 RSUs, subject to the satisfaction of vesting requirements, and 2,179.2204 ordinary shares under the Issuer's Employee Stock Purchase Plan. This amount gives effect to the RSUs that vested on May 5, 2012.