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: SULLIVAN MARTIN J (Deputy Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Ordinary Shares, nominal value $0.000115 per share	A	45800.0000	$0.0000	Acquired	110975.0000	Direct

Footnotes

F1: On May 2, 2011, the reporting person was granted 50,000 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 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 RSUs were earned and shall vest 33% on May 2, 2012, 33% on May 2, 2013 and 34% on May 2, 2014.

F2: Includes an aggregate of 96,050 RSUs subject to the satisfaction of vesting requirements.