WILLIS TOWERS WATSON PLC — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2014-02-21

Reporting Person: ROBERTS DOUGLAS B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Ordinary Shares, nominal value $0.000115 per share	M	15000.0000	$36.4800	Acquired	34571.0000	Direct
2014-02-21	Ordinary Shares, nominal value $0.000115 per share	D	15000.0000	$42.2700	Disposed	19571.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	Option	$36.4800	M	15000.0000	Disposed	2014-04-21	Ordinary Shares, nominal value $0.000115 per share (15000.0000)	Direct

Footnotes

F1: Includes an aggregate of 2,375 restricted share units ("RSUs") subject to the satisfaction of vesting requirements, as well as 3,189 vested RSUs with a deferred settlement upon the reporting person's separation from service from the Issuer.

F2: Subsequent to the grant of the option, it was amended such that the reporting person would receive the intrinsic value in cash upon exercise rather than receive shares upon payment of the exercise price.

F3: The stock option became fully exercisable on April 21, 2009.