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* Wood Stephen Edward (Last) (First) (Middle) C/O WILLIS GROUP HOLDINGS PLC 51 LIME STREET (Street) LONDON X0 EC3M7DQ (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/19/2010	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) Interim CFO	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	5,000(1)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
option to acquire ordinary shares	(2)	05/06/2015	ordinary shares	8,332	37.06	D
option to acquire ordinary shares	(3)	05/05/2017	ordinary shares	10,000	26.17	D

Explanation of Responses:

1. Represents 5,000 restricted stock units ("RSUs"), which represent the right to receive ordinary shares, nominal value $0.000115 per share, of the issuer ("Shares"). These RSUs vest 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date. The RSUs were subject to 2009 performance conditions that were met.

2. On May 6, 2008, Mr. Wood was granted 25,000 options to acquire Shares which are subject to the achievement of financial performance targets in 2008, 2009 and 2010. Upon the achievement of such performance targets the options will become exercisable 50% on the 3rd anniversary, 25% on the 4th anniversary and 25% on the 5th anniversary. The 2008 performance targets were met resulting in the vesting of the option as to 8,332 Shares.

3. On May 5, 2009, Mr. Wood was granted options to acquire Shares which vest in equal tranches on the second, third, fourth and fifth anniversaries of the grant date. The options were subject to 2009 performance conditions that were met.

	/s/ Stephen E. Wood	03/01/2010
	** Signature of Reporting Person	Date
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