WILLIS TOWERS WATSON PLC — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2012-10-01

Reporting Person: Brown Celia (Group Human Resources Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Ordinary Shares, nominal value $0.000115 per share	S	1160.0000	$37.1290	Disposed	7918.9893	Direct

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 31, 2011 to cover taxes incurred on the vesting of 3,190 restricted share units ("RSUs") on October 1, 2012.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $37.10 to $37.20 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 3,292 RSUs subject to the satisfaction of vesting requirements and 581.9893 shares under the Issuer's Employee Stock Purchase Plan. This amount gives effect to the 3,190 RSUs that vested on October 1, 2012.