WILLIS TOWERS WATSON PLC — Director's Dealing 2014

Aug 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2014-08-11

Reporting Person: MCCANN JAMES F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Ordinary Shares, nominal value $0.000115 per share	A	7322	$0.00	Acquired	23098	Direct
2014-08-12	Ordinary Shares, nominal value $0.000115 per share	S	2000	$40.84	Disposed	21098	Direct

Footnotes

F1: Comprised of 7,322 restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer. The RSUs shall vest in full on August 11, 2015.

F2: The sales reported in this Form 4 were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 20, 2013 to cover taxes incurred on the vesting of RSUs.

F3: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $40.77 to $40.91 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.

F4: Includes 7,322 RSUs noted in footnote (1) and 1,361 vested RSUs with a deferred settlement upon the reporting person's separation from service from the Issuer, and gives effect to vests of RSUs granted in August 2013.