WILLIS TOWERS WATSON PLC — Director's Dealing 2012

Jul 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2012-07-02

Reporting Person: Hearn Stephen Patrick (Chrmn & CEO Willis Global)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-02	Ordinary Shares, nominal value $0.000115 per share	S	1972.0000	$36.8066	Disposed	12528.0000	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 30, 2011 to cover taxes incurred on the vesting of 3,300 restricted share units ("RSUs") on July 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 $36.80 to $36.81 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 9,900 RSUs subject to the satisfaction of vesting requirements.