WILLIS TOWERS WATSON PLC — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-02-21

Reporting Person: PLUMERI JOSEPH J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Ordinary Shares, nominal value $0.000115 per share	S	191298.0000	$36.8508	Disposed	3182010.0000	Direct
2013-02-22	Ordinary Shares, nominal value $0.000115 per share	S	115181.0000	$36.8077	Disposed	3066829.0000	Direct
2013-02-25	Ordinary Shares, nominal value $0.000115 per share	S	879494.0000	$36.8564	Disposed	2187335.0000	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 $36.71 to $36.93 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 $36.755 to $36.92 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.

F4: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $36.745 to $36.95 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.