WILLIS TOWERS WATSON PLC — Director's Dealing 2012

Jul 5, 2012

SEC Form 3/A — Form 3/A

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

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	8000.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$25.7900	2015-11-03	Ordinary Shares, nominal value $0.000115 per share (8332.0000)		Direct

Footnotes

F1: The reporting person's original Form 3 omitted 3,300 restricted share units ("RSUs"). The number of shares beneficially owned by the reporting person on January 1, 2012 includes an aggregate of 6,700 RSUs subject to the satisfaction of vesting requirements. A subsequent Form 4 filed on March 1, 2012 also omitted 3,300 RSUs from the number of shares beneficially owned.

F2: The reporting person's original Form 3 overstated the number of options held. The option grant was subject to the Company achieving certain performance criteria for the fiscal years ending December 31, 2008, 2009, 2010. The performance criteria for fiscal year 2008 were met, and the performance criteria for fiscal years 2009 and 2010 were not met. As a result, 8,332 options were earned and 16,668 options were forfeited. The earned options vest 50%, 25% and 25% on the third, fourth and fifth anniversaries of the grant date. The first installment vested on November 3, 2011, and the final two vestings will occur on November 3, 2012 and November 3, 2013.