WILLIS TOWERS WATSON PLC — Director's Dealing 2014

Dec 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2014-12-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-16	Ordinary Shares, nominal value $0.000115 per share	F	719	$43.50	Disposed	10823.7624	Direct
2014-12-16	Ordinary Shares, nominal value $0.000115 per share	A	5759	$0.00	Acquired	16582.7624	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-16	Stock Option (right to buy)	$43.41	A	43327	Acquired	2022-12-17	Ordinary Shares, nominal value $0.000115 per share (43327)	Direct

Footnotes

F1: Withholding of shares by Issuer incident to the vesting and settlement of 1,395 restricted share units ("RSUs") granted on December 16, 2013.

F2: Comprised of 5,759 RSUs, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer. 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.

F3: Includes an aggregate of 14,766 RSUs, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer, subject to the satisfaction of vesting requirements, and 1,140.7624 shares under the Issuer's Employee Stock Purchase Plan.

F4: The shares underlying the option will vest 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.