WILLIS TOWERS WATSON PLC — Director's Dealing 2013

May 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2013-05-07

Reporting Person: CALIFANO JOSEPH A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-07	Ordinary Shares, nominal value $0.000115 per share	S	1341.0000	$40.5885	Disposed	11770.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	1000.0000	Indirect

Footnotes

F1: The sales reported in this Form 4 were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2012 to cover taxes incurred on the vesting of 2,753 restricted share units ("RSUs") on May 7, 2013.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $40.54 to $40.65 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 3,189 vested RSUs with a deferred settlement on the earlier of the date on which Mr. Califano no longer serves as a member of the Board of Directors and January 2, 2017.