X0306 4 2016-01-04 0001140536 WILLIS TOWERS WATSON PLC WLTW 0001237783 MILLAY ROGER F C/O WILLIS GROUP LIMITED 51 LIME STREET LONDON X0 UNITED KINGDOM 1 Chief Financial Officer Ordinary Shares, nominal value $0.000304635 per share 2016-01-04 4 A 0 27764 A 27764 D Stock Option (right to buy) 110.58 2016-01-04 4 A 0 50367 0 A 2018-07-01 2022-09-10 Ordinary Shares, nominal value $0.000304635 per share 50367 50367 D Restricted Share Unit 0 2016-01-04 4 A 0 1786 0 A 1988-08-08 1988-08-08 Ordinary Shares, nominal value $0.000304635 per share 1786 1786 D Stock Option (right to buy) 35.88 2016-01-04 4 A 0 12073 35.88 A 2010-03-04 2017-03-04 Ordinary Shares, nominal value $0.000304635 per share 12073 12073 D Received pursuant to an Agreement and Plan of Merger (the "Merger Agreement" and the merger contemplated thereby, the "Merger") by and Among Willis Group Holdings PLC ("Willis"), Citadel Merger Sub, Inc. and Towers Watson & Co. ("TW") in exchange for an equal number of shares of TW Class A Common Stock ("Common Stock") having a market value of $123.00 per share on January 4, 2015, the closing date of the Merger. Received in the Merger in exchange for a stock option to acquire an equal number of shares of TW Common Stock at a price of $110.58 per share. The option vests in full on July 1, 2018, subject to the reporting person's continued service with Willis or any subsidiary through such vesting date. Received in the Merger in exchange for restricted stock units with a value equivalent to a number of shares of TW Common Stock (after rounding down to the nearest whole number of shares in accordance with the terms of the Merger Agreement) equal to the number of Willis ordinary shares represented by such Restricted Share Unit. Received in the Merger in exchange for a stock option to acquire an equal number of shares of TW Common Stock at a price of $35.88 per share. The option terminates: (i) within three (3) years following the date of retirement or disability; (ii) within one (1) year after death or an involuntary termination; or (iii) on date of termination, if termination is due to any other reason including but not limited to a voluntary termination or a termination for cause. /s/ Thomas Scholtes, attorney-in-fact for Mr. Millay 2016-01-06