WILLIS TOWERS WATSON PLC — Director's Dealing 2013

Dec 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-12-16

Reporting Person: Neborak Michael K (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-16	Ordinary Shares, nominal value $0.000115 per share	A	5640.0000	$0.0000	Acquired	37064.9674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-16	Option	$44.3200	A	28506.0000	Acquired	2021-12-16	Ordinary Shares, nominal value $0.000115 per share (28506.0000)	Direct

Footnotes

F1: Comprised of 5,640 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"). The RSUs shall vest 33% on each of the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date.

F2: Includes an aggregate of 26,212 RSUs subject to the satisfaction of vesting requirements and 883.9674 shares under the Issuer's Employee Stock Purchase Plan.

F3: The options to purchase ordinary shares, par value $0.000115 per share, of the Company shall become exercisable as to 33% on each of the first and second anniversaries of the grant date and as to 34% on the third anniversary of the grant date.