WILLIS TOWERS WATSON PLC — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2012-05-07

Reporting Person: HEARN PETER C (Chairman, Willis Re)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Ordinary Shares, nominal value $0.000115 per share	S	5940.0000	$36.2218	Disposed	66723.2908	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 29, 2010 to cover taxes incurred on the vesting of 13,600 restricted share units ("RSUs") on May 5, 2012.

F2: Includes 2013.2908 ordinary shares under the Issuer's Employee Stock Purchase Plan. This amount gives effect to the RSUs that vested on May 5, 2012.