WILLIS TOWERS WATSON PLC — Director's Dealing 2013

Mar 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-03-07

Reporting Person: PLUMERI JOSEPH J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-07	Ordinary Shares, nominal value $0.000115 per share	A	145374.0000	$0.0000	Acquired	2332709.0000	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: On May 7, 2012, the reporting person was granted 165,198 restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company"), which would be subject to the Company achieving certain performance criteria for the fiscal year ended December 31, 2012. Based on the Company's performance, the RSUs listed above were earned and shall vest in full upon the reporting person's separation from service from the Issuer.

F2: Includes an aggregate of 294,745 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. This amount gives effect to the RSUs granted on May 7, 2012.