WILLIS TOWERS WATSON PLC — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-02-19

Reporting Person: PLUMERI JOSEPH J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Ordinary Shares, nominal value $0.000115 per share	S	144762.0000	$36.7111	Disposed	3542573.0000	Direct
2013-02-20	Ordinary Shares, nominal value $0.000115 per share	S	169265.0000	$36.7269	Disposed	3373308.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	39010.0000	Indirect

Footnotes

F1: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $36.00 to $36.75 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.

F2: Includes an aggregate of 149,371 restricted share units ("RSUs") subject to the satisfaction of vesting requirements, as well as 380,979 vested RSUs with a deferred settlement upon the reporting person's separation from service from the Issuer.

F3: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $36.64 to $36.83 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.