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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LANE WENDY E
(Last) (First) (Middle)
C/O WILLIS GROUP HOLDINGS PLC
51 LIME STREET
(Street)
LONDON, ENGLAND X0 EC3M 7DQ
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WILLIS GROUP HOLDINGS PLC [ WSH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, nominal value $0.000115 per share 02/25/2014 M 30,000 A $36.48 41,634(1) D
Ordinary Shares, nominal value $0.000115 per share 02/25/2014 D 30,000 D $42 11,634(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option(2) $36.48 02/25/2014 M 30,000 04/21/2005(3) 04/21/2014 Ordinary Shares, nominal value $0.000115 per share 30,000 $0.0000 0.0000 D
Explanation of Responses:
1. Includes 2,375 restricted stock units, which represent the right to receive ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company ("shares"), subject to the satisfaction of vesting requirements.
2. Subsequent to the grant of the option, it was amended such that the reporting person would receive the intrinsic value in cash upon exercise rather than receive shares upon payment of the exercise price.
3. The stock option became fully exercisable on April 21, 2009.
Remarks:
wlanepoa.txt
/s/ Faith Swennes as attorney-in-fact 02/27/2014
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

           Know all by these presents, that the undersigned hereby constitutes
and
appoints each of Adam Rosman, Nicole Napolitano, Faith Swennes and Holly Murphy
or any
of them signing singly, and with full power of substitution, the undersigned's
true and lawful
attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer
and/or director of Willis Group Holdings Public Limited Company or one of its
subsidiaries (as
applicable, the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of
  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and
regulations of the United States Securities and Exchange Commission ("SEC")
thereunder;

      (2)  do and perform any and all acts for and on behalf of the undersigned
which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5,
including filing and
applying for any accession, CCC and CIK filing codes (including filing SEC Form
ID or any
similar form), completing and executing any amendment or amendments thereto and
timely
filing any such form with the SEC and any stock exchange or similar regulatory
authority; and

      (3)  execute for and on behalf of the undersigned, in the undersigned's
capacity as a Director
or Corporate Secretary of the Company, Section 53 Notification(s) in relation to

Directors's/Secretary's Interest(s) in Shares or Debentures as required under
Section 53 and 64
of the Companies Act or 1990, as may be amended and revised from time to time,
and the rules
thereunder; and

      (4)  do and perform any and all acts for and on behalf of the undersigned
that may be
necessary or desirable to complete and execute any such Notification and timely
file such form
with the Company as required under the Companies Act; and

      (5)  take any other action of any type whatsoever in connection with the
foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest
  of or legally
required by, the undersigned, it being understood that the documents executed by
  such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
  shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to
do and perform any and every act and thing whatsoever requisite, necessary or
proper to be
done in the exercise of any of the rights and powers herein granted, as fully to
  all intents and
purposes as the undersigned might or could do if personally present, with full
power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
  be done by virtue
of this power of attorney and the rights and powers herein granted. The
undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and
transactions in securities issued by Willis Group Holdings Limited, unless
earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

This Power of Attorney shall not be affected by the incapacity of the
undersigned.

[Remainder of Page Intentionally Left Blank.]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of June, 2012.


/s/ Wendy Lane
Name:  Wendy Lane
Title: Director