WILLIS TOWERS WATSON PLC — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2012-02-28

Reporting Person: Brown Celia (Group Human Resources Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Option	$41.5100	A	6492.0000	Acquired	2019-05-02	Ordinary Shares, nominal value $0.000115 per share (6492.0000)	Direct

Footnotes

F1: On May 2, 2011, the reporting person was granted 7,088 options to purchase ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company"), which would be subject to the Company achieving certain performance criteria for the fiscal year ending December 31, 2011. Based on the Company's performance, the above number of options were earned and shall vest 50% on each of the third and fourth anniversaries of the grant date.

F2: The option becomes exercisable as to 3,246 shares on each of the third and fourth anniversaries of the grant date.