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WILLIS TOWERS WATSON PLC Director's Dealing 2013

Jul 10, 2013

30135_dirs_2013-07-10_5c005c90-1d03-4052-b8b1-3c67651f5da5.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-07-01

Reporting Person: Jones Todd J. (CEO, Willis North America)

Holdings (Non-Derivative)

Security Shares Ownership
Ordinary Shares, nominal value $0.000115 per share 16828.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option $26.1700 2017-05-05 Ordinary Shares, nominal value $0.000115 per share (50000.0000) Direct
Option $30.3500 2013-09-15 Ordinary Shares, nominal value $0.000115 per share (3600.0000) Direct
Option $33.5400 2020-12-26 Ordinary Shares, nominal value $0.000115 per share (10217.0000) Direct
Option $37.0600 2015-05-06 Ordinary Shares, nominal value $0.000115 per share (16666.0000) Direct
Option $38.0600 2014-03-19 Ordinary Shares, nominal value $0.000115 per share (10000.0000) Direct
Option $41.5100 2019-05-02 Ordinary Shares, nominal value $0.000115 per share (6492.0000) Direct

Footnotes

F1: Includes an aggregate of 9,286 RSUs subject to the satisfaction of vesting requirements.

F2: On May 5, 2009, the reporting person was granted 50,000 options to purchase ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company"), subject to the Company achieving certain performance criteria, which were met. The options vested as to 25% on each of the second, third and fourth anniversaries of the date of grant and shall vest as to 25% on May 5, 2014.

F3: These options are fully vested and exercisable.

F4: On December 26, 2012, the reporting person was granted 10,217 options to purchase ordinary shares, par value $0.000115 per share, of the Company. The options shall vest as to 50% on each of the second and third anniversaries of the date of grant.

F5: On May 2, 2011, the reporting person was granted 7,088 options to purchase ordinary shares, par value $0.000115 per share, of the Company, subject to the Company achieving certain performance criteria. 6,492 options were earned and 596 were forfeited. The earned options shall vest 50% on each of the third and fourth anniversaries of the grant date.