WILLIS TOWERS WATSON PLC — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2014-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Ordinary Shares, nominal value $0.000115 per share	M	10000.0000	$38.0600	Acquired	31941.9527	Direct
2014-02-20	Ordinary Shares, nominal value $0.000115 per share	S	10000.0000	$42.0226	Disposed	21941.9527	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Option	$38.0600	M	10000.0000	Disposed	2014-03-19	Ordinary Shares, nominal value $0.000115 per share (10000.0000)	Direct

Footnotes

F1: Includes an aggregate of 13,516 restricted share units subject to the satisfaction of vesting requirements and 883.9527 shares under the Issuer's Employee Stock Purchase Plan.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $42.00 to $42.11 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.

F3: The stock option became fully exercisable on January 1, 2009.