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WILLIS TOWERS WATSON PLC Director's Dealing 2014

May 13, 2014

30135_dirs_2014-05-13_91f34af5-3f06-4e66-865b-b324a3b630f0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2014-05-10

Reporting Person: Casserley Dominic (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-10 Ordinary Shares, nominal value $0.000115 per share A 31558 $0.00 Acquired 103078 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-10 Option $41.59 A 190770 Acquired 2024-05-10 Ordinary Shares, nominal value $0.000115 per share (190770) Direct

Footnotes

F1: Comprised of 31,558 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 the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date.

F2: Includes an aggregate of 61,321 RSUs subject to the satisfaction of vesting requirements.

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