X0306 4 2013-05-07 0001140536 WILLIS GROUP HOLDINGS PLC WSH 0001205164 MCCANN JAMES F C/O WILLIS GROUP HOLDINGS PLC 51 LIME STREET LONDON, ENGLAND X0 EC3M 7DQ UNITED KINGDOM 1 Ordinary Shares, nominal value $0.000115 per share 2013-05-07 4 S 0 1341.0000 40.5751 D 11620.0000 D The sales reported in this Form 4 were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2012 to cover taxes incurred on the vesting of 2,753 restricted share units ("RSUs") on May 7, 2013. The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $40.53 to $40.65 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. Includes 1,361 vested RSUs with a deferred settlement no later than January 2, 2017. /s/ James F. McCann 2013-05-09