SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Krauze Vic

(Last)

(First)

(Middle)

C/O WILLIS GROUP HOLDINGS PLC

51 LIME STREET

(Street)

LONDON, ENGLAND

EC3M 7DQ

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2010

3. Issuer Name and Ticker or Trading Symbol
WILLIS GROUP HOLDINGS PLC [ WSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Willis North America

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, nominal value $0.000115 per share	18,581.1166⁽¹⁾	D
Ordinary Shares, nominal value $0.000115 per share	2,512	I	Held by the The Theresa L. Krauze Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	05/05/2011⁽²⁾	05/05/2017	Ordinary Shares, nominal value $0.000115 per share	40,000	$26.17	D
Option	06/20/2008⁽³⁾	06/20/2014	Ordinary Shares, nominal value $0.000115 per share	50,000	$32.78	D
Option	09/22/2009	09/22/2014	Ordinary Shares, nominal value $0.000115 per share	26	$36.6	D
Option	05/06/2011⁽⁴⁾	05/06/2015	Ordinary Shares, nominal value $0.000115 per share	16,666	$37.06	D
Option	01/01/2005	03/19/2004	Ordinary Shares, nominal value $0.000115 per share	25,000	$38.06	D
Option	11/05/2009⁽⁵⁾	11/05/2015	Ordinary Shares, nominal value $0.000115 per share	50,000	$39.96	D

Explanation of Responses:

1. Includes an aggregate of 10,813 restricted share units which represent the right to receive ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company subject to certain vesting requirements.

2. Option granted May 5, 2009 over 40,000 shares. Shares subject to the option become exercisable in four equal tranches from the second to fifth anniversaries of the grant date.

3. Option granted June 20, 2006 over 50,000 shares. Shares subject to the option become exercisable in four equal tranches from the second to fifth anniversaries of the grant date.

4. Option granted May 6, 2008 over 50,000 shares. Shares subject to the option become earned performance shares in equal tranches subject to the achievement of financial performance targets in 2008, 2009 and 2010. The amount reported above reflects the achievement of the 2008 financial peformance target and shall become exercisable 50% on the third anniversary of the grant date and 25% on each of the fourth and fifth anniversaries of the grant date.

5. Option granted November 5, 2007 over 50,000 shares. Shares subject to the option become exercisable in four equal tranches from the second to fifth anniversaries of the grant date.

	/s/ Victor P. Krauze	12/10/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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