WILLIS TOWERS WATSON PLC — Director's Dealing 2015

Jan 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2015-01-29

Reporting Person: Hearn Stephen Patrick (Group Deputy CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	Ordinary Shares, nominal value $0.000115 per share	M	1069	$23.87	Acquired	67494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Sharesave Option (Right to Buy)	$23.87	M	1069	Disposed	2015-02-02	Ordinary Shares, nominal value $0.000115 per share (1069)	Direct

Footnotes

F1: Includes an aggregate of 45,823 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.

F2: This option was granted to Mr. Hearn pursuant to the 2001 Sharesave Plan (the "Sharesave Plan") on June 25, 2009. With limited exceptions, the 2001 Sharesave Plan was generally made available to all employees and eligible employees were invited to enter into savings contracts under which they agree to have amounts ranging from GBP5 to GBP250 deducted from their net salary each month. These sums are held within special savings accounts operated by Yorkshire Building Society, an appointed independent savings carrier. At the end of the five-year savings period, the participants can decide to exercise their options. If the participant decides they want to exercise their options they must do so within six months from the maturity of the savings contract.