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: Hearn Stephen Patrick (Chrmn & CEO Willis Global)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Ordinary Shares, nominal value $0.000115 per share	A	6500.0000	$0.0000	Acquired	11200.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Option	$41.5100	A	16234.0000	Acquired	2019-05-02	Ordinary Shares, nominal value $0.000115 per share (16234.0000)	Direct

Footnotes

F1: Comprised of 6,500 restricted share units ("RSUs"), which represent the right to recieve ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company") subject to a three-year vesting schedule. The RSUs shall vest as follows: 33% on March 1, 2013, 33% on March 1, 2014 and 34% on March 1, 2015.

F2: Includes an aggregate of 9,900 RSUs subject to the satisfaction of vesting requirements.

F3: On May 2, 2011, the reporting person was granted 17,722 options to purchase ordinary shares, par value $0.000115 per share, of the Company, which 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 options were earned and shall vest 50% on each of the third and fourth anniversaries of the grant date.

F4: The option becomes exercisable as to 8,117 shares on each of the third and fourth anniversaries of the grant date.