WILLIS TOWERS WATSON PLC — Director's Dealing 2015

May 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2015-05-11

Reporting Person: Casserley Dominic (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-11	Ordinary Shares, nominal value $0.000115 per share	A	27603	$0.00	Acquired	130681	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-11	Option	$47.55	A	199165	Acquired	2025-05-11	ordinary shares, nominal value $0.000115 per share (199165)	Direct

Footnotes

F1: Comprised of 27,603 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 33% on May 11, 2016 and May 11, 2017 and 34% on May 11, 2018.

F2: Includes an aggregate of 63,853 RSUs subject to the satisfaction of vesting requirements.

F3: The options to purchase ordinary shares, par value $0.000115 per share, of the Issuer shall vest 33% on May 11, 2016 and May 11, 2017 and 34% on May 11, 2018.