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: Brown Celia (Group Human Resources Director)

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	515	$43.50	Disposed	21256.7678	Direct
2014-12-16	Ordinary Shares, nominal value $0.000115 per share	A	4319	$0.00	Acquired	25575.7678	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	32495	Acquired	2022-12-17	Ordinary Shares, nominal value $0.000115 per share (32495)	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 4,319 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 17,439 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 1,140.7678 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.