WILLIS TOWERS WATSON PLC — Director's Dealing 2013

Oct 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-10-01

Reporting Person: Brown Celia (Group Human Resources Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Ordinary Shares, nominal value $0.000115 per share	S	1221.0000	$43.7999	Disposed	17284.9563	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 31, 2011 to cover taxes incurred on the vesting of 3,292 restricted share units ("RSUs") on October 1, 2013.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $43.7282 to $43.86 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.

F3: Includes an aggregate of 10,285 RSUs subject to the satisfaction of vesting requirements and 883.9563 shares under the Issuer's Employee Stock Purchase Plan.