Sec Form 4 Filing - Regan Patrick @ WILLIS GROUP HOLDINGS PLC - 2010-02-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Regan Patrick 2. Issuer Name and Ticker or Trading Symbol WILLIS GROUP HOLDINGS PLC [ WSH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group COO and CFO (Last) (First) (Middle) C/O WILLIS GROUP HOLDINGS PLC, 51 LIME STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2010 (Street) LONDON, ENGLAND, X0EC3M 7DQ 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.000115 per share 02/03/2010 A( 1 ) 60,000 A $ 0 82,442 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 26.17 02/03/2010 A 125,000 ( 3 ) ( 3 ) 05/05/2017 Ordinary Shares, par value $0.000115 per share 125,000 $ 0 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Regan Patrick C/O WILLIS GROUP HOLDINGS PLC 51 LIME STREET LONDON, ENGLAND, X0EC3M 7DQ Group COO and CFO Signatures /s/ Patrick C. Regan 02/03/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 5, 2009, the reporting person was granted restricted stock units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer after giving effect to the completion of the scheme of arrangement on December 31, 2009 ("Ordinary Shares"). These RSUs vest, subject to achieving performance criteria for the fiscal year ending December 31, 2009, 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date. On February 3, 2010, the performance criteria were met. ( 2 )Includes an aggregate of 73,029 RSUs, subject to the satisfaction of vesting requirements. ( 3 )On May 5, 2009, the reporting person was granted 125,000 options to acquire Ordinary Shares, which vest, subject to achieving performance criteria for the fiscal year ending December 31, 2009, in equal tranches on the second to fifth anniversaries of the grant date. On February 3, 2010, the performance criteria were met.

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).

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