X0306 4 2014-09-15 0001470215 Towers Watson & Co. TW 0001237783 MILLAY ROGER F 901 N. GLEBE ROAD ARLINGTON VA 22203 1 VP & Chief Financial Officer Class A Common Stock 2014-09-15 4 A 0 11404 0 A 26752.982 D Class A Common Stock 2014-09-15 4 F 0 5175 106.86 D 21577.982 D The Reporting Person was granted unvested performance-vesting restricted stock units (PVRSUs) on September 22, 2011, which vest over a three-year performance period to the extent that certain predetermined performance criteria are achieved and based on the Reporting Person's continued employment with the Issuer. On September 12, 2014, the Compensation Committee certified the extent to which the performance criteria applicable to such PVRSUs were achieved; therefore, pursuant to the terms of the applicable award agreement, 11,404 PVRSUs thereafter vested and were settled in shares on September 15, 2014 and are reported herein. This represents shares that were withheld by the Issuer to satisfy local withholding tax requirements. /s/ Neil Falis, attorney-in-fact for Mr. Millay 2014-09-16