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•	the impact of any regional, national or global political, economic, business, competitive, market, environmental or regulatory conditions on our global business operations;

•	the impact of current global economic conditions on our results of operations and financial condition, including as a result of those associated with the Eurozone, any insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions;

•	our ability to implement and fully realize anticipated benefits of our new growth strategy and revenue generating initiatives;

•

our ability to implement and realize anticipated benefits of any cost-savings or operational improvement initiative, including our ability to achieve expected savings and other benefits from the multi-year Operational Improvement Program as a result of unexpected costs or delays and demand on managerial, operational and administrative resources and/or macroeconomic factors affecting the program as well as the impact of the program on business processes and competitive dynamics;

•	the rejection of our Gras Savoye offer or failure to obtain regulatory approval;

•	our ability to consummate acquisitions, including Miller Insurance Services and Gras Savoye , or achieve the expected benefits;

•	our ability to effectively integrate any acquisition into our business;

•	volatility or declines in insurance markets and premiums on which our commissions are based, but which we do not control;

•	our ability to compete in our industry;

•	material changes in commercial property and casualty markets generally or the availability of insurance products or changes in premiums resulting from a catastrophic event, such as a hurricane;

•	our ability to retain key employees and clients and attract new business, including at a time when the Company is pursuing various strategic initiatives;

•	our ability to develop new products and services;

•	the practical challenges and costs of complying with a wide variety of foreign laws and regulations and any related changes, given the global scope of our operations and those of any acquired business and the associated risks of non-compliance and regulatory enforcement action;

•	our ability to develop and implement technology solutions and invest in innovative product offerings in an efficient

•	fluctuations in our earnings as a result of potential changes to our valuation allowance(s) on our deferred tax assets;

•	changes in the tax or accounting treatment of our operations and fluctuations in our tax rate;

•	our ability to achieve anticipated benefit of any acquisition or other transactions in which we may engage, including any revenue growth of operational efficiencies;

•	our inability to exercise full management control over our associates;

•	our ability to continue to manage our significant indebtedness;

•	the timing or ability to carry out share repurchases and redemptions which is based on many factors, including market conditions, the Company's financial position, earnings, share price, capital requirements, and other investment opportunities (including mergers and acquisitions and related financings);

•	the timing or ability to carry out refinancing or take other steps to manage our capital and the limitations in our long-term debt agreements that may restrict our ability to take these actions;

•	any material fluctuations in exchange and interest rates that could adversely affect expenses and revenue;

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•	a significant decline in the value of investments that fund our pension plans or changes in our pension plan liabilities

•	rating agency actions, including a downgrade to our credit rating, that could inhibit our ability to borrow funds or the pricing thereof and in certain circumstances cause us to offer to buy back some of our debt;

•	our ability to receive dividends or other distributions in needed amounts from our subsidiaries;

•	our involvement in and the results of any regulatory investigations, legal proceedings and other contingencies;

•	our exposure to potential liabilities arising from errors and omissions and other potential claims against us;

•	underwriting, advisory or reputational risks associated with our business;

•	the interruption or loss of our information processing systems, data security breaches or failure to maintain secure

•	impairment of the goodwill in one of our reporting units, in which case we may be required to record significant charges to earnings.

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(i)	APIC means Additional Paid-In Capital

(ii)	AOCL means Accumulated Other Comprehensive Loss, Net of Tax

(iii)	In accordance with the requirements of Accounting Standards Codification 480-10-S99-3A we have determined that the noncontrolling interest in Max Matthiessen Holding AB should be disclosed as a redeemable noncontrolling interest and presented within mezzanine or temporary equity

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•	movement of more than 3,500 support roles from higher cost locations to Willis facilities in lower cost locations, bringing the ratio of employees in higher cost versus lower cost near-shore and off-shore centers from approximately 80:20 to approximately 60:40;

•	net workforce reductions in support positions;

•	lease consolidation in real estate and reductions in ratios of seats per employee and square footage of floor space per employee; and

•	information technology systems simplification and rationalization.

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•

Troice, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1274-N, was filed on July 2, 2009 in the U.S. District Court for the Northern District of Texas against Willis Group Holdings plc, Willis of Colorado, Inc. and a Willis associate, among others. On April 1, 2011, plaintiffs filed the operative Third Amended Class Action Complaint individually and on behalf of a putative, worldwide class of Stanford investors, adding Willis Limited as a defendant and alleging claims under Texas statutory and common law and seeking damages in excess of $1 billion, punitive damages and costs. On May 2, 2011, the defendants filed motions to dismiss the Third Amended Class Action Complaint, arguing, inter alia, that the plaintiffs’ claims are precluded by the Securities Litigation Uniform Standards Act of 1998 (‘SLUSA’).

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•

Ranni v. Willis of Colorado, Inc., et al., C.A. No. 9-22085, was filed on July 17, 2009 against Willis Group Holdings plc and Willis of Colorado, Inc. in the U.S. District Court for the Southern District of Florida. The complaint was filed on behalf of a putative class of Venezuelan and other South American Stanford investors and alleges claims under Section 10(b) of the Securities Exchange Act of 1934 (and Rule 10b-5 thereunder) and Florida statutory and common law and seeks damages in an amount to be determined at trial. On October 6, 2009, Ranni was transferred, for consolidation or coordination with other Stanford-related actions (including Troice), to the Northern District of Texas by the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’). The defendants have not yet responded to the complaint in Ranni. On August 26, 2014, the plaintiff filed a notice of voluntary dismissal of the action without prejudice.

•

Canabal, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1474-D, was filed on August 6, 2009 against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate named as a defendant in Troice, among others, also in the Northern District of Texas. The complaint was filed individually and on behalf of a putative class of Venezuelan Stanford investors, alleged claims under Texas statutory and common law and sought damages in excess of $1 billion, punitive damages, attorneys’ fees and costs. On December 18, 2009, the parties in Troice and Canabal stipulated to the consolidation of those actions (under the Troice civil action number), and, on December 31, 2009, the plaintiffs in Canabal filed a notice of dismissal, dismissing the action without prejudice.

•

Rupert, et al. v. Winter, et al., Case No. 2009C115137, was filed on September 14, 2009 on behalf of 97 Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under the Securities Act of 1933, Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $300 million, attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed Rupert to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On April 1, 2010, the JPML issued a final transfer order for the transfer of Rupert to the Northern District of Texas. On January 24, 2012, the court remanded Rupert to Texas state court (Bexar County), but stayed the action until further order of the court. On August 13, 2012, the plaintiffs filed a motion to lift the stay, which motion was denied by the court on September 16, 2014. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the U.S. Court of Appeals for the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rishmague, et ano. v. Winter, et al. action discussed below, and the consolidated appeal, which was fully briefed as of March 24, 2015, is currently pending. The defendants have not yet responded to the complaint in Rupert.

•

Casanova, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:10-CV-1862-O, was filed on September 16, 2010 on behalf of seven Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $5 million, punitive damages, attorneys’ fees and costs. On February 13, 2015, the parties filed an Agreed Motion for Partial Dismissal pursuant to which they agreed to the dismissal of certain claims pursuant to the motion to dismiss decisions in the Troice action discussed above and the Janvey action discussed below. Also on February 13, 2015, the defendants answered the complaint in the Casanova action.

•

Rishmague, et ano. v. Winter, et al., Case No. 2011CI2585, was filed on March 11, 2011 on behalf of two Stanford investors, individually and as representatives of certain trusts, against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $37 million and attorneys’ fees and costs. On April 11, 2011, certain defendants, including Willis of Colorado, Inc., (i) removed Rishmague to the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On August 8, 2011, the JPML issued a final transfer order for the transfer of Rishmague to the Northern District of Texas, where it is currently pending. On August 13, 2012, the plaintiffs joined with the plaintiffs

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•

MacArthur v. Winter, et al., Case No. 2013-07840, was filed on February 8, 2013 on behalf of two Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Harris County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks actual, special, consequential and treble damages of approximately $4 million and attorneys' fees and costs. On March 29, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. (i) removed MacArthur to the U.S. District Court for the Southern District of Texas and (ii) notified the JPML of the pendency of this related action. On April 2, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. filed a motion in the Southern District of Texas to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. Also on April 2, 2013, the court presiding over MacArthur in the Southern District of Texas transferred the action to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On September 29, 2014, the parties stipulated to the remand (to Texas state court (Harris County)) and stay of MacArthur until further order of the court (in accordance with the court’s September 9, 2014 decision in Rishmague (discussed above)), which stipulation was “so ordered” by the court on October 14, 2014. The defendants have not yet responded to the complaint in MacArthur.

•

Florida suits: On February 14, 2013, five lawsuits were filed against Willis Group Holdings plc, Willis Limited and Willis of Colorado, Inc. in Florida state court (Miami-Dade County) alleging violations of Florida common law. The five suits are: (1) Barbar, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million; (2) de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million; (3) Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million; (4) Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million; and (5) Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05678CA11, filed on behalf of 10 Stanford investors seeking compensatory damages in excess of $12.5 million. On June 3, 2013, Willis of Colorado, Inc. removed all five cases to the Southern District of Florida and, on June 4, 2013, notified the JPML of the pendency of these related actions. On June 10, 2013, the court in Tisminesky issued an order sua sponte staying and administratively closing that action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation and coordination with the other Stanford-related actions. On June 11, 2013, Willis of Colorado, Inc. moved to stay the other four actions pending the JPML's transfer decision. On June 20, 2013, the JPML issued a conditional transfer order for the transfer of the five actions to the Northern District of Texas, the transmittal of which was stayed for seven days to allow for any opposition to be filed. On June 28, 2013, with no opposition having been filed, the JPML lifted the stay, enabling the transfer to go forward.

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•

Janvey, et al. v. Willis of Colorado, Inc., et al., Case No. 3:13-CV-03980-D, was filed on October 1, 2013 also in the Northern District of Texas against Willis Group Holdings plc, Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the same Willis associate. The complaint was filed (i) by Ralph S. Janvey, in his capacity as Court-Appointed Receiver for the Stanford Receivership Estate, and the Official Stanford Investors Committee (the ‘OSIC’) against all defendants and (ii) on behalf of a putative, worldwide class of Stanford investors against Willis North America Inc. Plaintiffs Janvey and the OSIC allege claims under Texas common law and the court’s Amended Order Appointing Receiver, and the putative class plaintiffs allege claims under Texas statutory and common law. Plaintiffs seek actual damages in excess of $1 billion, punitive damages and costs. On November 15, 2013, plaintiffs filed the operative First Amended Complaint, which added certain defendants unaffiliated with Willis. On February 28, 2014, the defendants filed motions to dismiss the First Amended Complaint, which motions were granted in part and denied in part by the court on December 5, 2014. On December 22, 2014, Willis filed a motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit, and, on December 23, 2014, Willis filed a motion to amend and, to the extent necessary, reconsider the court’s December 5 order. On January 16, 2015, the defendants answered the First Amended Complaint. On January 28, 2015, the court denied Willis’s motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit. On February 4, 2015, the court granted Willis’s motion to amend and, to the extent necessary, reconsider the December 5 order.

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•	changes in the exchange rate between US dollars and Pounds sterling as its London market operations earn the majority of their revenues in US dollars and incur expenses predominantly in Pounds sterling, and may also hold a significant net sterling asset or liability position on the balance sheet. In addition, the London market operations earn significant revenues in Euros and Japanese yen; and

•	the translation into US dollars of the net income and net assets of its foreign subsidiaries, excluding the London market operations which are US dollar-denominated.

•	to the extent that forecast Pounds sterling expenses exceed Pounds sterling revenues, the Company limits its exposure to this exchange rate risk by the use of forward contracts matched to specific, clearly identified cash outflows arising in the ordinary course of business; and

•	to the extent the UK operations earn significant revenues in Euros and Japanese yen, the Company limits its exposure to changes in the exchange rate between the US dollar and these currencies by the use of forward contracts matched to a

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•	Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets;

•	Level 2: refers to fair values estimated using observable market based inputs or unobservable inputs that are corroborated by market data; and

•	Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data.

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(i)

Effective January 1, 2014, the Company changed its internal reporting structure: UK retail, previously reported within the International segment, is now reported within the Global segment; Mexico Retail, which was previously reported within the North America segment, is now reported in the International segment; and the US captive consulting and facultative reinsurance businesses, both previously reported within the North America segment, are now reported within the Global segment. Goodwill has been reallocated between segments using the relative fair value allocation approach.

(ii)

Effective January 1, 2015, the Company changed its internal reporting structure from three reporting units, formerly known as Willis Global, Willis North America and Willis International into four reporting units: Willis GB, Willis Capital Wholesale & Reinsurance, Willis North America and Willis International. As a result: certain specialty and captive businesses, previously reported as part of Willis Global, are now reported within the North America and International segments; Willis Re, Willis Capital Markets & Advisory and Wholesale, previously reported as part of Willis Global, are now reported within the Willis Capital Wholesale & Reinsurance segment; North American P&C business placed in the London Market, previously reported as part of North America, is now reported within the Willis GB segment; and certain portfolio and programs businesses, previously reported as part of North America, are now reported within the Willis Capital Wholesale & Reinsurance segment. Goodwill has been reallocated between segments using the relative fair value allocation approach.

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•	Client Relationships

•	Management Contracts

•	Other, including:

◦	non-compete agreements

◦	trade names

◦	contract based, technology and other

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•	Willis International and Willis North America remain largely unchanged except for certain specialty teams formerly included in Global which are now included in the geographic regions in which they are located;

•	Willis CWR includes Willis Re, Willis Capital Markets & Advisory and the Company's wholesale business. In addition, it also includes a new unit called Willis Portfolio and Underwriting Services which includes all of the Company's activities that provide these services; and

•	Willis GB includes the Company's UK retail business, facultative business and London Specialty business.

(i)	costs of the holding company;

(ii)	costs of Group functions, leadership and projects;

(iii)	significant legal and regulatory settlements which are managed centrally;

(iv)	non-servicing elements of the defined benefit pension schemes cost (income); and

(v)	restructuring costs associated with the Operational Improvement Program.

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(i)	See the following table for an analysis of the ‘Corporate and Other’ line.

(a)	Restructuring charge relating to the Operational Improvement Program. See Note 3 — 'Restructuring Costs', above.

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19.	FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES

(i)	Willis Group Holdings, which is a guarantor, on a parent company only basis;

(ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer;

(iii)	the Issuer, Willis North America;

(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;

(v)	Consolidating adjustments; and

(vi)	the Consolidated Company.

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20.	FINANCIAL INFORMATION FOR PARENT ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES

(i)	Willis Group Holdings, which is the Parent Issuer;

(ii)	the Guarantors, which are wholly owned subsidiaries (directly or indirectly) of the parent;

(iii)	Other, which are the non-guarantor subsidiaries, on a combined basis;

(iv)	Consolidating adjustments; and

(v)	the Consolidated Company.

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21.	FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES

(ii)	the Other Guarantors, which are wholly owned subsidiaries (directly or indirectly) of the parent. Willis Netherlands B.V, Willis Investment UK Holdings Limited, and TA 1 Limited are all direct or indirect parents of the issuer, and Willis Group Limited and Willis North America, Inc. are direct or indirect wholly owned subsidiaries of the issuer;

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•	Total revenues of $1,087 million decreased by $10 million, or 0.9 percent, versus the prior year quarter. The results included $69 million adverse movements in foreign exchange, driven most significantly by the weakening of the Euro and the Pound sterling versus the dollar; $25 million positive impact from acquisitions and disposals; and organic growth of $34 million.

•	Total expenses of $794 million increased by $23 million, or 3.0 percent, versus the prior year quarter. This increase included $31 million of restructuring costs related to the Operational Improvement Program and $48 million favorable movements in foreign exchange.

•	Operating margin decreased 280 basis points to 26.9 percent from 29.7 percent in the prior year quarter.

•	Net income attributable to Willis Group Holdings was $210 million, or $1.15 per diluted share, a decrease of $36 million, or $0.20 per diluted share, from the $246 million, or $1.35 per diluted share, in the year ago quarter.

•	Cash used in operating activities was $64 million, a decrease of $69 million from $5 million of cash provided by operating activities in first quarter 2014.

•	Underlying total revenues of $1,087 million increased $59 million, or 5.7 percent, versus the year ago quarter. Excluding the net $25 million increase from acquisitions and disposals, organic total revenues increased $34 million, or 3.3 percent.

•	Organic commissions and fees increased 3.4 percent versus the year ago quarter, led by solid growth in Willis North America and Willis International.

•	Underlying total expenses of $763 million increased $40 million, or 5.6 percent, versus first quarter 2014. Excluding the net $29 million increase from acquisition and disposals, organic total expenses increased $11 million, or 1.7 percent.

•	Organic operating margin increased 120 basis points to 30.7 percent from 29.5 percent in the year ago quarter.

•	Organic spread, that is the difference between organic commission and fee growth of 3.4 percent and organic total expense growth of 1.7 percent, was 170 bps in first quarter 2015.

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•	movement of more than 3,500 support roles from higher cost locations to Willis facilities in lower cost locations, bringing the ratio of employees in higher cost versus lower cost near-shore and off-shore centers from approximately 80:20 to approximately 60:40;

•	net workforce reductions in support positions;

•	lease consolidation in real estate and reductions in ratios of seats per employee and square footage of floor space per employee; and

•	information technology systems simplification and rationalization.

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•	$7 million in the North America segment including $2 million related to 23 roles that have either been eliminated or relocated to low costs locations and $5 million of professional services and other costs supporting the execution of the program;

•	approximately $3 million in the International segment including $2 million related to termination benefits;

•	$6 million in Willis CWR related to the elimination and relocation of approximately 53 positions;

•	approximately $4 million in Willis GB related to professional services and other costs supporting the execution of the program; and

•	$11 million in Corporate and other, including approximately $8 million of professional fees, primarily related to advisory services, and approximately $3 million related to system implementation and other core resources supporting the program.

•	Willis International and Willis North America will remain largely unchanged except for certain specialty teams formerly included in Global which will be included in the geographic regions in which they are located.

•	Willis CWR will include Willis Re, Willis Capital Markets & Advisory and the Company's Wholesale business. In addition, it also includes a new unit called Willis Portfolio and Underwriting Services which includes all of the Company's activities that provide these services.

•	Willis GB includes the Company's UK retail business, facultative business and London Specialty business.

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•	Growing our existing business organically. We help clients of all sizes and in every segment when we form teams of the right people from across our business that can provide every risk and human capital and benefits service the client needs. We call this team-based way of working ‘Connecting Willis’.

•	Regional and local market expertise

•	Industry and product specialist capabilities

•	Global placement knowledge and data

•	Cutting-edge analytics to address evolving risks

•	Strategic mergers and acquisitions that add geographic reach, industry expertise, new product offerings, and analytic capabilities.

•	Operational improvement that underpins our growth. We are modernizing the way we run our business in order to serve our clients better, enable the skills of our staff, and to lower our costs of doing business. Our Operational Improvement Program is making changes to our processes, our IT, our real estate and the location of our workforce.

•	Finally, we care as much about how we work as we do about the impact that we make. This means commitment to our values and behaviors, a framework that guides how we run our business and serve clients.

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(a)	For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods.

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(a)	For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods.

(b)	Percentages may differ due to rounding.

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(a)	For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods.

(b)	Percentages may differ due to rounding.

(a)	For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods.

(b)	Percentages may differ due to rounding.

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(a)	Organic commissions and fees growth excludes: (i) the impact of foreign currency translation; (ii) the first twelve months of net commission and fee revenues generated from acquisitions; and (iii) the net commission and fee revenues related to operations disposed of in each period presented.

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•	investing in the business for growth;

•	value-creating merger and acquisition activity;

•	returning a steadily rising dividend to shareholders; and

•	the repurchase of shares.

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•	Willis International and Willis North America will remain largely unchanged except for certain specialty teams formerly included in Global which will be included in the geographic regions in which they are located;

•	Willis CWR includes Willis Re, Willis Capital Markets & Advisory and the Company's wholesale business. In addition, it will also include a new unit called Willis Portfolio and Underwriting Services which includes all of the Company's activities that provide these services; and

•	Willis GB includes the Company's UK retail business, facultative business and London Specialty business.

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(a)	Other income comprises gains on disposal of intangible assets, which primarily arise from settlements through enforcing non-compete agreements in the event of losing accounts through producer defection or the disposal of books of business.

(b)	Organic commissions and fees growth excludes (i) the impact of foreign currency translation; (ii) the first twelve months of net commission and fee revenues generated from acquisitions; and (iii) the net commission and fee revenues related to operations disposed of in each period presented.

(c)	Percentages may differ due to rounding.

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(a)	Organic commissions and fees growth excludes (i) the impact of foreign currency translation; (ii) the first twelve months of net commission and fee revenues generated from acquisitions; and (iii) the net commission and fee revenues related to operations disposed of in each period presented.

(b)	Percentages may differ due to rounding.

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(a)	Other income comprises gains on disposal of intangible assets, which primarily arise from settlements through enforcing non-compete agreements in the event of losing accounts through producer defection or the disposal of books of business.

(b)	Organic commissions and fees growth excludes (i) the impact of foreign currency translation; (ii) the first twelve months of net commission and fee revenues generated from acquisitions; and (iii) the net commission and fee revenues related to operations disposed of in each period presented.

(c)	Percentages may differ due to rounding.

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(a)	Organic commissions and fees growth excludes: (i) the impact of foreign currency translation; (ii) the first twelve months of net commission and fee revenues generated from acquisitions; and (iii) the net commission and fee revenues related to operations disposed of in each period presented.

(b)	Percentages may differ due to roundings.

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(a)	See 'Operational Improvement Program' section above.

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1	ENTRY INTO FORCE OF THE SPA

1.1	Subject to the terms of this Letter, and in particular to its article 2, the Purchaser hereby acknowledges that the SPA shall automatically bind the Purchaser on the Execution Date, irrespective of whether or not the Purchaser countersigns the SPA pursuant to article 3.7 of this Letter.

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1.2	For the purposes of this Letter:

•	30 September 2015; or

•	31 October 2015 if either the Purchaser or the Sellers' Representative elects to extend the Expiry Date to that date by written notice served to respectively the Sellers' Representative or the Purchaser prior to 30 September 2015; or

•	any other date mutually agreed in writing by the Purchaser and the Sellers' Representative.

1.3

For the avoidance of any doubt, the Purchaser hereby acknowledges that the Sellers shall not be bound by the SPA before the Execution Date, and shall have no obligation to execute the SPA before or after the Date of Completion of the Consultation Process unless the Notice is notified by the Sellers' Representative in accordance with article 3.6 of this Letter. Without prejudice to the above, the Sellers hereby confirm that the SPA reflects the terms of their final negotiations on the Transaction with the Purchaser.

2	EXPIRY DATE

2.1	The Purchaser shall be released from its obligations hereunder in the absence of execution of the SPA by or on behalf of the Sellers on 6 p.m. Paris time on the Expiry Date, without any liability attaching to the Purchaser in the absence of (i) breach or non-performance of its obligations and undertakings contained in this Letter and (ii) fraud.

2.2	The Shareholders' Agreements will remain in full force and effect until the Completion Date irrespective of whether or not the SPA is executed by the Expiry Date.

3	INFORMATION AND CONSULTATION OF THE WORK’S COUNCIL

3.1	The Company undertakes to inform and consult the Work’s Council of the contemplated Transaction in order to obtain its opinion (avis) on such sale in accordance with article L. 2323-19 of the French Labour Code.

3.2	Consequently, the Company undertakes to convene no later than 7 May 2015 the Work’s Council to a meeting in relation with the proposed Transaction.

3.3	The parties to this Letter will do their best efforts to obtain the delivery of the Work’s Council’s opinion on the Transaction as soon as possible.

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3.4

The Purchaser agrees to co-operate with the Company and to assist in good faith with the Work’s Council information and consultation procedure and, if the Company so requests, to participate in discussions or meetings with the Work's Council. The Purchaser shall use all reasonable endeavours to avoid any act reasonably likely to prejudice an expeditious outcome of the Work’s Council information and consultation procedure. The Purchaser will consider in good faith any issues and proposals in relation to the operations contemplated by the SPA that may be raised as part of such information and consultation procedure; however, the Purchaser's obligation will be limited to such consideration in good faith and the Purchaser shall not have the obligation to agree to any modification hereto or to the SPA.

3.5	The Company shall notify the Date of Completion of the Consultation Process to the Purchaser and the Sellers' Representative in accordance with article 9 of this Letter and clause 11 of the SPA within two (2) Business Days of the Date of Completion of the Consultation Process and shall provide the Purchaser with the relevant minutes of the Work's Council.

3.6	The Sellers' Representative shall be able to execute the SPA and notify the Execution Date to the Purchaser in accordance with article 9 of this Letter and clause 11 of the SPA within ten (10) Business Days of the notification of the Date of Completion of the Consultation Process by the Company (the "Notice").

3.7	Without prejudice to articles 1 and 2 of this Letter, the Purchaser irrevocably and unconditionally undertakes to sign the SPA at the latest ten (10) Business Days after the date of delivery of the Notice to the Purchaser.

4	INTERIM PERIOD UNTIL THE EXECUTION DATE

4.1	Between the date of signature of this Letter and the Execution Date, each Seller undertakes to comply with his/her/its obligations pursuant to the pre-closing covenants referred to in clause 5 and 8.5(iv) of the SPA.

4.2

As from the date of signature of this Letter, the Purchaser shall initiate the process to obtain the Antitrust Clearances and, to the extent legally possible, the Regulatory Clearances, and to complete and make effective the Transaction as soon as possible. In particular, the Purchaser shall, to the extent legally possible and provided that it has received all relevant information from the Company and the Sellers in order to do so:

(i)

as promptly as reasonably practicable and in any event prior to 31 May 2015 (provided that the Works' Council is convened for the purpose of the information and consultation process referred to in article 3 of this Letter beforehand and it being agreed that the Purchaser shall inform on 22 May 2015 the Seller’s Representative of the status of the pre-filings at that date), make at its own expense all pre-filings with the Authorities with respect to the Transaction with a view to obtain the Clearances, and

(ii)	more generally, to comply as from the date of this Letter with the provisions of clause 4.2 of the SPA, as such provisions are completed by this Letter.

4.3

The Sellers acknowledge that the above-mentioned filings will require the cooperation and supply of information by the Group Companies, agree to co-operate and to make their best efforts to cause the relevant Group Companies to co-operate with the Purchaser, upon its reasonable request, in providing promptly to the Purchaser and its advisers such assistance as may be reasonably necessary and requested in order for the Purchaser to make the Antitrust pre-filings and prepare the Antitrust and Regulatory filings.

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4.4	As from the date of signature of this Letter, the Company, the Purchaser and the Sellers' Representative shall initiate the process to obtain by the Execution Date the waiver of the change of control clause which shall be triggered by the execution of the SPA and the Addendum n°1 to the GS & Cie Groupe Shareholders' Agreement under the Senior Facilities Documents.

5	COSTS

6	CONFIDENTIALITY

6.1

Unless expressly agreed otherwise between the Purchaser and the Sellers' Representative and until Completion, each party to this Letter shall, and shall procure that it and its Affiliates shall, keep confidential all information provided to it by or on behalf of any party hereto or otherwise obtained by or in connection with (a) the Transaction, this Letter or the SPA or (b) any party hereto or Group Company.

6.2	Nothing in this article prevents any announcement being made or any confidential information being disclosed:

(i)	to the extent expressly requested by the Work’s Council or any expert appointed by the Works' Council; or

(ii)	by a party to this Letter to its Affiliates, advisors or counsels; or

(iii)	with the written approval of the Purchaser and the Sellers' Representative; or

(iv)

to the extent required by law or any competent regulatory body, provided that a party to this Letter required to disclose any confidential information shall promptly notify the other parties, where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or any action which the other parties may reasonably elect to take to challenge the validity of such requirement.

6.3

Any other external communication in relation to this Letter, the SPA or the Transaction shall be agreed between the Sellers' Representative and the Purchaser, it being agreed that the Purchaser and the Sellers' Representative will discuss in good faith the contents of a press release to be made by Astorg Partners on the date of signature of the SPA which will make reference to Astorg Partners' multiple in respect of the Transaction.

6.4

The Sellers acknowledge that, on signature of this Letter, WGH Plc, as a listed company, will be required to issue an ad-hoc disclosure ("8K") and will be required to make reference to the Transaction in its financial announcements and other legal and regulatory disclosures. Further, this Letter and its attachments in whole or in part may have to be disclosed publicly. The Sellers hereby confirm that WGH Plc is allowed to make such disclosures and will cooperate in this respect on request from WGH Plc to allow it comply with such obligations.

7	REMEDY

7.1	The Purchaser acknowledges that the failure to comply with its undertakings to purchase the Transferred Securities with respect to this Letter (including its withdrawal) may not be sufficiently punished by the attribution of damages and would justify its enforcement (exécution forcée) if the Sellers' Representative so requires.

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7.2	WGH Plc irrevocably guarantees all our obligations to acquire the Transferred Securities and pay the Transfer Price.

8	SELLERS' REPRESENTATIVE

9	NOTICE

10	GOVERNING LAW

(i)	one (1) original copy for FPCI Astorg IV and Financière Muscaris IV (this original copy being kept by Astorg Partners);

(ii)	one (1) original copy for the Lucas Parties (this original copy being kept by Mr. Patrick Lucas);

(iii)	one (1) original copy for the Gras Parties (this original copy being kept by Mr. Emmanuel Gras);

(iv)	one (1) original copy for Maera (this original copy being kept by Maera);

(v)	one (1) original copy for Simon Minco EURL (this original copy being kept by Simon Minco EURL);

(vi)	one (1) original copy for PRPHI EURL (this original copy being kept by PRPHI EURL);

(vii)	one (1) original copy for Dream Management 1 (this original copy being kept by Dream Management 1);

(viii)	one (1) original copy for Dream Management 2 (this original copy being kept by Dream Management 2);

(ix)	one (1) original copy for Dream Management 3 (this original copy being kept by Dream Management 3);

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(x)	one (1) original copy for the Purchaser and WGH Plc (this original copy being kept by Willis Europe BV); and

(xi)	one (1) original copy for the Company (the original being kept by the Company)

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1.	DEFINITIONS AND PRINCIPLES OF CONSTRUCTION                 8

2.	SALE AND PURCHASE OF THE TRANSFERRED SECURITIES            15

3.	TRANSFER PRICE                                    15

4.	CONDITION PRECEDENT                                17

5.	PRE-COMPLETION MATTERS                            19

6.	COMPLETION                                    20

7.	REPRESENTATIONS OF THE SELLERS                        25

8.	REPRESENTATIONS OF THE PURCHASER                        28

9.	DISCHARGE                                        30

10.	POST COMPLETION AGREEMENTS                            30

11.	NOTIFICATIONS - COMMUNICATION                            31

12.	COSTS AND EXPENSES                                33

13.	TERMINATION                                    33

14.	SELLERS' REPRESENTATIVE                            33

15.	MISCELLANEOUS                                    34

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1.

FPCI ASTORG IV, a French fonds professionnel de capital investissement, represented by its management company Astorg Partners, a company (société par actions simplifiée) organized under the Laws of France, having a share capital of €675,000 and its registered office at 68, rue du Faubourg Saint-Honoré, 75008 Paris, France, registered with the French Registry of Commerce and Companies under number 419 838 545 RCS Paris, duly represented for the purposes hereof,

2.	LUCASLUX, a company (société à responsabilité limitée) organized under the Laws of Luxembourg, having a share capital of €60,617,653 and its registered office at 145, rue du Kiem, L-8030 Strassen, Luxembourg, registered with the Registry of Commerce and Companies of Luxembourg under number B 149 762, duly represented for the purposes hereof,

3.	Financière Natelpau, a company (société anonyme) organized under the Laws of Luxembourg, having a share capital of €24,027,000 and its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg, Luxembourg, registered with the Registry of Commerce and Companies of Luxembourg under number B 148 397, duly represented for the purposes hereof;

4.	Maera, a company (société anonyme) organized under the Laws of Luxembourg, having a share capital of €4,606,093 and its registered office at au 63-65 rue de Merl, L-2146 Luxembourg, Luxembourg, registered with the Registry of Commerce and Companies of Luxembourg under number 132 353, duly represented for the purposes hereof,

5.	Simon Minco EURL, a company (enterprise unipersonnelle à responsabilité limitée) organized under the Laws of France, having a share capital of €2,756,115 and its registered office at 6bis, rue Jean Nicolas Collignon, 57000 Metz, France, registered with the French Registry of Commerce and Companies under number 518 569 843 RCS Metz, duly represented for the purposes hereof,

6.	PRPHI EURL, a company (entreprise unipersonnelle à responsabilité limitée) organized under the Laws of France, having a share capital of €2,734,110 and its registered office at 11, Chemin du Zornic, 56260 Larmor-Plage, France registered with the French Registry of Commerce and Companies under number 493 791 701 RCS Lorient, duly represented for the purposes hereof,

7.

FCPE GRAS SAVOYE ACTIONNARIAT, fonds commun de placement d'entreprise organized under the Laws of France and regulated by the provisions of article L. 214-40 of the Code Monétaire et Financier, authorized by the Autorité des Marchés Financiers under number n°FCE 20100136 ("FCPE GSA"), represented by its management company SOCIETE GENERALE GESTION "S2G", a company organized under the Laws of France, with a share capital of €567,034,094, having its registered office 90, boulevard Pasteur, 75015 Paris, registered with the French Registry of Commerce and Companies under number 491 910 691 RCS Paris, itself duly represented for the purposes hereof,

8.	The Persons whose names are set out in schedule P1, duly represented for the purposes hereto (the "Financière Muscaris IV Sellers"),

9.	The Persons whose names are set out in schedule P2, duly represented for the purposes hereto (the "DM1 Sellers"),

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10.	The Persons whose names are set out in schedule P3, duly represented for the purposes hereto (the "DM2 Sellers") and

11.	The Persons whose names are set out in schedule P4, duly represented for the purposes hereto (the "DM3 Sellers" and, together with the DM1 Sellers and the DM2 Sellers, the "Mancos Sellers"),

12.	Willis Europe BV, a limited company (Besloten Vennootschap) incorporated in the Netherlands with Commercial Register No. 24.135.835, and registered as a foreign company in England & Wales with company number FC024627 at 51 Lime Street, London EC3M 7DQ, United Kingdom, duly represented for the purposes hereof (the "Purchaser" or "Willis Europe BV"),

13.	The Persons whose names are set out in schedule P5, duly represented for the purposes hereto (the "Lucas Vendor Bonds Holders"),

14.	The Persons whose names are set out in schedule P6, duly represented for the purposes hereto (the "Gras Vendor Bonds Holders"),

15.

WILLIS NETHERLANDS HOLDINGS BV, a limited company (Besloten Vennootschap) organized under the Laws of Netherlands, Hoogoorddreef 60, 1101 BE Amsterdam Zuidoost, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34367289, duly represented for the purposes hereof ("Willis Netherlands Holdings" and, together with the Lucas Vendor Bonds Holders and the Gras Vendor Bonds Holders, the "Vendor Bonds Holders"),

16.	GS & CIE GROUPE, a company (société par actions simplifiée) organized under the Laws of France, having a share capital of €121.288.808 and its registered office at 33-34, quai de Dion Bouton, 92800 Puteaux, France, registered with the French Registry of Commerce and Companies under number 515 061 141 RCS Nanterre, duly represented for the purposes hereof (the "Company"),

17.	FINANCIERE MUSCARIS IV, a company (société par actions simplifiée) organized under the Laws of France, having a share capital of €988,000 and its registered office at 68, rue du Faubourg Saint-Honoré, 75008 Paris, France, registered with the French Registry of Commerce and Companies under number 501 614 523 RCS Paris, duly represented for the purposes hereof ("Financière Muscaris IV"),

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18.	DREAM MANAGEMENT 1, a company (société par actions simplifiée) organized under the Laws of France, with a share capital of €5,600,001, having its registered office at 48, rue Jacques Dulud, 92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and Companies under number 518 454 152 RCS Nanterre, duly represented for the purposes hereof ("DM 1"),

19.	DREAM MANAGEMENT 2, a company (société anonyme) organized under the Laws of France, with a share capital of €4,700,001, having its registered office at 48, rue Jacques Dulud, 92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and Companies under number 518 556 212 RCS Nanterre, duly represented for the purposes hereof ("DM2"),

20.

DREAM MANAGEMENT 3, a company (société par actions simplifiée) organized under the Laws of France, with a share capital of €2.603.078, having its registered office at 48, rue Jacques Dulud, 92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and Companies under number 518 454 152 RCS Nanterre, duly represented for the purposes hereof ("DM3" and, together with DM1 and DM2, the "Mancos"),

21.	GRAS SAVOYE, a company (société par actions simplifiée) organized under the Laws of France with a share capital of €1,462,600, having its registered office at 33-34, quai de Dion Bouton, 92800 Puteaux, France, registered with the French Registry of Commerce and Companies under number 311 248 637 RCS Nanterre, duly represented for the purposes hereof ("Gras Savoye SAS"),

22.	GRAS SAVOYE EURO FINANCE, a company (société anonyme), organized under the Laws of Belgium, having its registered office at 4020 Liège 2, Quai des Vennes, 18-20, Belgium, registered under number 0403.276.015, duly represented for the purposes hereof ("Gras Savoye Euro Finance"), and

23.

WILLIS GROUP HOLDINGS PLC, a public limited company organized under the Laws of Ireland, having its registered office at Grand Mill Quay, Barrow Street, Dublin 4, Ireland, registered with the Ireland Companies Registry under number 475616, duly represented for the purposes hereof ("WGH Plc"), entering into this Agreement for the sole purpose of guaranteeing that Willis Europe BV will execute its obligations to acquire the Transferred Securities and pay the Transfer Price under its clause 8.7.

(A)	On the date hereof:

(i)	the Direct Sellers, Financière Muscaris IV, the Mancos, Willis Europe BV, Willis Netherlands Holdings BV and the Company own together the following securities issued by the Company:

(a)	121,288,808 shares with a par value of one (1) euro each, of which:

•	36,249,674 preferred shares of category 1A (the "Class 1A Shares"),

•	36,249,674 preferred shares of category 1B (the "Class 1B Shares"),

•	24,242,993 preferred shares of category 1C (the "Class 1C Shares"),

•	12,006,681 preferred shares of category 1D (the "Class 1D Shares"),

•	10,541,806 preferred shares of category 2A (the "Class 2A Shares"), of which (a) 8,695,652 Class 2A Shares with attached warrants issued on 17 December 2009 (the "2009 ABSA") and (b) 1,846,154 Class 2A Shares with attached warrants issued on 26 December 2013 (the "2013 ABSA" and, together with the 2009 ABSA, the "ABSA"),

•	877,980 preferred shares of category 2B (the "Class 2B Shares") and

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•	1,120,000 preferred shares of category 3 (the "Class 3 Shares")

(b)	2 antidilution warrants (the "Antidilution Warrants"), and

(c)	166,008,603 subordinated convertible bonds with a par value of one (1) euro each (the "Subordinated Convertible Bonds"), and

(ii)	the Vendor Bonds Holders own together 65,000,000 convertible bonds with a par value of one (1) euro each issued by the Company (the "Vendors Bonds"),

•	the Shares represent 100% of the share capital of the Company;

•	the Shares, the Antidilution Warrants, the Vendor Bonds and the Subordinated Convertible Bonds represent 100% of the securities ("valeurs mobilières") issued by the Company and giving access immediately or in the future to the share capital and voting rights of the Company; and

•	the Shares, the Antidilution Warrants, the Vendor Bonds and the Subordinated Convertible Bonds are allocated among the Sellers at the date hereof as set out in schedule (A);

(iii)

the Financière Muscaris IV Sellers own together 988,000 shares issued by Financière Muscaris IV (the "Financière Muscaris IV Shares"), which represent 100% of the share capital and other securities ("valeurs mobilières") issued by Financière Muscaris IV and giving access immediately or in the future to its share capital and voting rights, in accordance with the allocation set out in schedule (A)(iii);

(iv)

the Mancos Sellers own together 5,600,001 shares issued by DM1 (the "DM1 Shares"), 4,700,001 shares issued by DM2 (the "DM2 Shares") and 2,603,077 shares issued by DM3 (the "DM3 Shares" and, together with DM1 Shares and DM2 Shares, the "Mancos Shares") which represent 100% of the share capital and other securities respectively issued by DM1, DM2 and DM3 and giving access immediately or in the future to their share capital and voting rights, in accordance with the allocation set out in schedule (A)(iv); and

(v)	the Company holds 74,600 class 2B shares in treasury.

(B)	On the date hereof, the Company owns directly and/or indirectly shareholdings in subsidiaries, as set out in the chart attached in schedule (B) (the "Subsidiaries" and, together with the Company, the "Group Companies" and individually as a "Group Company").

(C)

The Direct Sellers (other than FCPE GSA), the Vendor Bonds Holders, the Company, Financière Muscaris IV, the Mancos, WGH Plc, Gras Savoye SAS and Gras Savoye Eurofinance are parties to an amended and restated shareholders' agreement with respect to GS & Cie Groupe dated 15 April 2013, as amended from time to time (the "GS & Cie Groupe Shareholders' Agreement"), pursuant to which certain matters relating to the governance and the securities of the Company and the Group Companies have been agreed. In particular, the parties to the GS & Cie Groupe Shareholders' Agreement have agreed to grant Willis the Call Options, for which Willis Europe BV has notified the Confirming Notifications on 22 April 2015 after the conduct

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(D)	In the context of the Pre-Notifications Due Diligence, Willis (as this term is defined in the GS & Cie Groupe Shareholders' Agreement) and its advisers were given access to a number of documents and information of a financial, accounting, fiscal, legal and operational nature concerning the Group Companies (the "Disclosed Information").

(E)

Willis has thereafter expressed its desire to accelerate its acquisition, whether directly or indirectly, of all of the securities, and to move its anticipated completion from June 2016 to December 2015, so as (i) to consolidate the Group results no later than 1st January 2016 and (ii) to enable Willis by such acceleration to integrate swiftly the Group business within its group. The other parties to the GS & Cie Groupe Shareholders' Agreement have agreed in principle to such acceleration.

(F)

Considering the above, the Parties have agreed to accelerate the acquisition process and to amend the terms and conditions of the acquisition agreed in the GS & Cie Groupe Shareholders' Agreement and, accordingly, the Purchaser has agreed to purchase, and the Sellers have together agreed to transfer the Transferred Securities (as defined below), subject to, and in accordance with, the terms and conditions of this securities transfer agreement including its recitals and its schedules (the "Agreement").

(G)	In this regard, the Parties also acknowledge that, prior to the execution of the Agreement:

(i)	each employee of the Company has waived his right to make an offer to purchase the securities giving access to the majority of the share capital of the Company pursuant to articles L. 23-10-2 et seq. of the French Commercial Code;

(ii)	the Gras Savoye works council ("comité central commun de l'unité économique et sociale Gras Savoye") has been convened and [gave/was deemed to have given] an opinion on the contemplated transaction on [•] 2015;

(iii)	the supervisory board ("conseil de surveillance") of FCPE GSA authorized the transfer of its Transferred Securities to the Purchaser on [•] 2015; and

(iv)	the change of control clause provided in the Senior Facilities Documents (as defined below) and triggered by the execution of the Agreement has been waived pursuant to a waiver letter dated [•] 2015.

1.	DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

1.1	Certain definitions

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1.2	Other definitions

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1.3	Principles of interpretations

1.3.1	The schedules form part of this Agreement and any reference to this Agreement shall include the schedules.

1.3.2	The meanings of the defined terms are applicable to both the singular and plural forms thereof.

1.3.3	The headings used in this Agreement have been adopted by the Parties for ease of reference only and are not to be comprised in this Agreement and shall not in any event influence the meaning or interpretation of this Agreement.

1.3.4	When calculating the period of time within which or following which any act is to be done or step taken, the rules described in articles 640 to 642 of the Code de Procédure Civile shall be applied.

2.	SALE AND PURCHASE OF THE TRANSFERRED SECURITIES

2.1

For purposes of benefiting from the exception set out under article 223 B 9th al. (c) of the French Tax Code (Code général des impôts), the Purchaser expressly declares that the acquisition of the Transferred Securities is made with the intent that it will substitute for itself a newly formed French subsidiary which will be a French related entity (within the meaning of Article L. 233-3 of the French Commercial Code) ("Newco") either (i) prior to the Completion Date in which case Newco will be Purchaser under the Agreement, or (ii) subsequent to the Completion Date, it will sell or contribute all the Transferred Securities to Newco. Upon substitution, the Purchaser will procure that the Company and its French subsidiaries will form with Newco a French tax group in accordance with Articles 223 A and following on the French Tax Code.

2.2	Prior to Completion, the Subordinated Convertible Bonds shall be converted into Shares.

2.3

Upon the terms and subject to the conditions set out in the Agreement and except the Deferred Transferred Securities, each of the Sellers hereby agrees to transfer to the Purchaser, who hereby agrees to acquire, on the Completion Date, the Transferred Securities which each of the Sellers will respectively hold, free from any Third Party Rights or other restriction on the ability of each of the Sellers to transfer, together with all rights attached thereto, against payment to the Sellers of the Transfer Price after deduction of (i) the portion of the Transfer Price relating to the Deferred Transferred Securities and (ii) the Subordinated Convertible Bonds Interest which are subject to clauses 3.1.1(iv) and 6.4 of the Agreement (the "Transaction").

2.4	The Deferred Transferred Securities shall be transferred to the Purchaser in accordance with the provisions of article 9.2.2(ii) of DM1 Shareholders' Agreement and 9.2.2(ii) of DM2 Shareholders' Agreement.

2.5	The Transferred Securities shall be transferred with full title guarantee and the Shares with all rights to dividends declared or paid as from 1 January 2015.

3.	TRANSFER PRICE

3.1	Definition of the Transfer Price

3.1.1

The aggregate consideration for all the Transferred Securities, including the Subordinated Convertible Bonds Interest and based on a Net Debt of the Holdings equal to zero (the "Transfer Price") shall be equal to 508,694,539 (five hundred eight million six hundred ninety-four thousand five hundred thirty-nine) euros, without prejudice to the application of the provisions of article 9.2.2(ii) of DM1 Shareholders' Agreement and 9.2.2(ii) of DM2 Shareholders' Agreement after the Completion. For the avoidance of doubt, the Transfer Price includes payment for the Subordinated Convertible Bonds Interest Transfer regardless of the option for the form of payment made under paragraph (iii) of this clause 3.1.1.

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(i)	the warrants attached to the ABSA and the Antidilution Warrants which are exercisable at Completion shall not be exercised at Completion;

(ii)	the Vendor Bonds shall be repaid in accordance with clause 6.4 of the Agreement;

(iii)

the Subordinated Convertible Bonds Interest shall be, at the option of each of their holders, either (a) repaid in accordance with clause 6.4 of the Agreement or, alternatively (b) sold to the Purchaser against payment of a transfer price equal to the amount of such interest on Completion, immediately before the transfer of the Shares to the Purchaser (a "Subordinated Convertible Bonds Interest Transfer");

(iv)	all Subordinated Convertible Bonds shall be converted into Shares by all their holders immediately prior to Completion (but after payment of the Subordinated Convertible Bonds Interest in accordance with clause 6.4 of this Agreement) in accordance with their subscription agreements, such Shares being accordingly transferred to the Purchaser on Completion;

(v)

the transfer price of the Financière Muscaris IV Shares shall be based on the valuation of the Shares and the Subordinated Convertible Bonds held by Financière Muscaris IV at Completion, minus its Net Debt; and the transfer price of the Mancos Shares shall be based on the valuation of the Shares, the warrants attached thereto and the Antidilution Warrants held by each Manco at Completion, minus its Net Debt; and

(vi)	the vendor loan granted to Mr. François Varagne by Willis Europe BV, FPCI Astorg IV, Mr. Patrick Lucas and Natelpau Belgium in accordance with the shares purchase agreement entered into between them and Dream Management 3 on 20 December 2013 shall be repaid in full (principal, interest and any other amount).

3.1.2	The Sellers' Representative acting on behalf of the Sellers shall communicate to the Purchaser at the latest ten (10) Business Days prior to the Completion Date a notice including:

(i)	a new schedule (A) with the allocation of the Transferred Securities updated, as the case may be,

(ii)	the option taken between (a) the repayment of the Subordinated Convertible Bonds Interest in accordance with clause 6.4 of the Agreement and (b) the Subordinated Convertible Bonds Interest Transfer,

(iii)	the estimated Vendor Bonds Indebtedness, Subordinated Convertible Bonds Interest amount and the estimated amount of all sums due by Mr. François Varagne under the vendor loan granted in accordance with the shares purchase agreement referred to in clause 3.1.1(vi) of this Agreement,

(iv)	the estimated aggregate amount of the Net Debt of the Holdings as at the Completion Date (the "Estimated Holdings Net Debt"),

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(v)	the final amount of the Sellers' Expenses,

(vi)

a new schedule 3.1.1 with the amount and the allocation of the Transfer Price by type of Transferred Securities and by Seller resulting from the application of the Organizational Documents of the Company, Financière Muscaris IV and the Mancos, as well as the Shareholders' Agreements, updated considering the allocation of the Transferred Securities, the options taken regarding the Subordinated Convertible Bonds and the Subordinated Convertible Bonds Interest, the estimated Vendor Bonds Indebtedness and Subordinated Convertible Bonds Interest amount, the Estimated Holdings Net Debt and the final amount of the Sellers' Expenses, and

(vii)	[the bank account of the Seller's Representative to which the Transfer Price shall be paid by the Purchaser]

3.2	Payment of the Transfer Price

4.	CONDITION PRECEDENT

4.1	Condition Precedent

4.2	Cooperation regarding the Clearances

4.2.1

The Purchaser acknowledges the importance for the Sellers that the Clearances are obtained as soon as possible. The Purchaser has made its own diligence relating to the Clearances based on the information provided to it by the Company and the Sellers, and confirms that on that basis it is not aware of any Clearance to be obtained in countries other than those listed in the definitions of Antitrust Authority and Regulatory Authority nor is it aware of any reason that may prevent the Completion taking place on or prior to the Long Stop Date.

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4.2.2

With respect to the Clearances, the Purchaser represents that it has, to the extent legally possible and unless it has not received all relevant information from the Company and the Sellers in order to do so, made all pre-filings and filings with the Antitrust Authorities and Regulatory Authorities (the "Authorities") with respect to the Transaction with a view to obtain the Clearances, and further agrees to:

(i)	make, as promptly as reasonably practicable and at its own expense, all pre-filings and filings with the Authorities with respect to the Transaction which have not been made with a view to obtain the Clearances;

(ii)	supply as promptly as reasonably practicable any additional information and documentary material that may be requested by the Authorities;

(iii)

provide to the Sellers' Representative and the Company in draft form, in a timely manner so as to allow each of them to review and comment thereon, copies of all material notifications, submissions, filings and other communications proposed to be made to any of the Authorities by or on behalf of the Purchaser subject to the exclusion or redaction of all confidential information and take into account any reasonable comments and requests of the Sellers' Representative or the Group;

(iv)	promptly provide the Sellers' Representative and the Company, upon their request, with the relevant (non-privileged or non-commercially sensitive) documents concerning the filings referred to above;

(v)	communicate with any Authorities regarding material aspects, where feasible and to the extent reasonably practical, only after prior consultation with the Sellers' Representative and the Company who shall respond promptly (and taking into account any reasonable comments and requests of the Sellers' Representative and the Group);

(vi)	use its reasonable efforts to enable the attendance of the Sellers' Representative and the Company, upon their request, at meetings between the Authorities and the Purchaser wherever possible; and

(vii)	keep the Sellers' Representative regularly informed of the processing of these filings and to promptly inform them if it becomes aware of anything that could result in the Clearances being delayed or denied.

4.2.3	The Purchaser agrees to do all things necessary or appropriate under applicable laws to obtain the Clearances, and that it shall, and shall cause its Affiliates to,:

(i)

propose, accept and comply with any reasonable conditions, obligations or requirements necessary to obtain the Clearances by the relevant Authorities, including but not limited to divesting, disposing of, or holding separate any of the Group Companies or businesses, it being agreed that the Purchaser Group shall not be obliged to divest, dispose of, or hold separate any of the Purchaser Group Entities or businesses; and

(ii)	authorize the exclusion of the Group Companies or the business for which a Clearance is refused from the perimeter of the Group.

4.2.4

The Sellers acknowledge that the above-mentioned filings will require the cooperation and supply of information by the Group Companies, agree to co-operate and to make their best efforts to cause the relevant Group Companies to co-operate with the Purchaser, upon its reasonable request, in providing promptly to the Purchaser and its advisers such assistance as may be reasonably necessary and requested in order for the Purchaser to make the relevant filing and obtain the Clearances.

4.2.5	In the event that a Clearance is refused or not obtained by 31 October 2015, the Parties shall discuss in good faith the most appropriate means of proceeding with the Transaction in the best interests of all Parties

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4.2.6

For the avoidance of doubt, any actions taken under clauses 4.1 and 4.2 shall not have any consequence on the Transfer Price or the other terms and conditions of the Agreement, it being understood that if any of the Group Companies or their businesses are excluded from the perimeter of the Group and retained by any of the Sellers or their Affiliates and if the Purchaser is subsequently in a position to acquire any such Group Companies or businesses within one year of the Completion Date, the price for the acquisition by the Purchaser of such group companies or businesses shall be equal to the price paid by the Sellers or their Affiliates who acquired such group companies or businesses.

4.2.7	Satisfaction

5.	PRE-COMPLETION MATTERS

5.1	Conduct of business

5.1.1	During the period from the date of execution of the Agreement until the Completion Date, except as may be otherwise provided in the Agreement or necessary or advisable to implement the Transaction, each Seller shall, within the limits of its respective authority as shareholder, director or legal representative of the Group Companies1:

(i)	ensure, within the limits of said authority, that the Group Companies operate and conduct their activities in the ordinary course of business ("en bon père de famille") in a similar manner as conducted before, and

(ii)

ensure, within the limits of said authority, that the Constitutional Documents of the Group Companies (in particular article 13.3 of the articles of association of the Company, article 17 of the articles of association of DM1, article 11.3 of the articles of association of DM2 and article 14 of the articles of association of DM3) and the Shareholders' Agreements (in particular article 3.2 of the GS & Cie Groupe Shareholders' Agreement, articles 2.3 of the DM1 Shareholders' Agreement, the DM2 Shareholders' Agreement and the DM3 Shareholders' Agreement) are complied with.

5.1.2	It is expressly agreed between the Sellers and the Purchaser that the operations or actions set forth in schedule 5.1.2 are authorized as exceptions to the provisions of clause 5.1.1.

5.1.3	The Sellers shall do their best efforts to ensure that the shares held by certain Group managers listed in schedule 5.1.3 be acquired by the Company or any of its Affiliates as promptly as possible and prior to the Completion Date on terms and conditions to be agreed in consultation with the Purchaser.

5.2	No Leakage

5.2.1	Each Seller for itself acting severally and not jointly (conjointement et non solidairement) represents and warrants to the Purchaser that no Leakage has taken place between the Accounts Date and the date hereof

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	and each Seller undertakes to the Purchaser for themselves and their Affiliates and the Company to procure that no Leakage will be permitted or effected between the date hereof (included) and the Completion Date.

5.2.2	In the event of a breach of clause 5.2.1 above, subject to clause 5.2.3, the Sellers shall promptly pay to the Purchaser, a sum equal to any Leakage on a "euro for euro" basis net of tax, which would not have arisen if there had been no breach of undertaking in clause 5.2.1.

5.2.3	No Seller shall have any repayment liability under this clause 5.2 unless a claim of the Purchaser based on the breach of the Sellers representations and undertakings under this clause 5.2 (a "Leakage Claim") has been notified by the Purchaser to the Sellers in writing at the latest before the expiration of a 6-month period as from the Completion Date.

5.2.4	The Parties hereby acknowledge and agree that any payment made by a Seller under this clause 5.2 shall be deemed to constitute an adjustment to the portion of the Transfer Price received by such Seller and agree to treat any such payment as such for all tax, accounting and financial reporting purposes.

5.3	Cooperation - Access to Group Companies

5.3.1	Each Party agrees to cooperate with the others as may be reasonably necessary or appropriate, before the Completion Date, to effectuate, carry out and perform all of the terms and provisions of the Agreement.

5.3.2

To the effect thereof, the Sellers agree to provide the Purchaser and its advisors, upon reasonable prior notice and subject to compliance by the Purchaser and its advisors with article 20.5 of the GS & Cie Groupe Shareholders' Agreement and of the confidentiality agreement dated 5 January 2015 (the "Confidentiality Undertaking"), with reasonable access during normal business hours to each Group Company's documents, records and senior management as the Purchaser may reasonably require in order to ensure a timely and efficient completion of the Transaction - and exclusively for this purpose - provided that such access shall not interfere with the normal business and operations of the Group Companies.

5.3.3	Notwithstanding the foregoing, the Sellers' Representative shall not be required to provide access to any information which it reasonably believes that he may not provide to the Purchaser by reason of confidentiality undertakings with a Third Party or which shall be regarded as an industrial or business secret (secret des affaires).

5.3.4	The provisions of this clause 5.3 are without prejudice to clause 10.15 of the GS & Cie Group Shareholders' Agreement.

6.	COMPLETION

6.1	Completion Date

6.2	Place of Completion

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6.3	Repayment of the Senior Indebtedness

6.3.1	Purchaser's covenants

(i)	The Purchaser acknowledges that, as a result of the change of control of the Company, the Senior Indebtedness will be payable in full on the Completion Date.

(ii)

The Purchaser therefore undertakes, on the Completion Date and as a material condition to the Transaction, in addition to the payment of the Transfer Price and repayment of the Vendor Bonds Indebtedness and the Subordinated Convertible Bonds Interest pursuant to clause 6.4 subject to a Subordinated Convertible Bonds Interest Transfer, to make available to GS SAS cash amounts in order for it to repay the Senior Indebtedness it owes and to repay or cause GS SAS to repay the Senior Indebtedness on the Completion Date with value date (date de valeur) as of such date, by wire transfer of immediately available funds to the accounts of the lenders under the Senior Facilities Documents, including any penalties for anticipated repayment, in accordance with the terms of the Senior Facilities Documents.

6.3.2	Company's covenants

(i)

In order to allow the Purchaser to fulfill its obligations set forth in clause 6.3.1 above, the Company shall deliver to the Purchaser no later than five (5) Business Days prior to the Completion Date, a statement issued by the lenders' agent under the Senior Facilities Documents indicating the amount (or the best estimate as at the date of notification of the Senior Lenders Certificate if the definitive amounts are not known as at this date) to be repaid by GS SAS as of the Completion Date pursuant to the Senior Facilities Documents (the "Senior Lenders Certificate").

(ii)	The Company shall deliver to the Purchaser, at the latest on the Completion Date, a statement from the security agent under the Senior Facilities Documents that the existing encumbrances taken under the Senior Facilities Documents shall be released upon and subject only to the full repayment of the Senior Indebtedness on the Completion Date.

6.4	Repayment of the Vendor Bonds and of the Subordinated Convertible Bonds Interest

6.4.1	Vendor Bonds holders' covenant

6.4.2	Subordinated Convertible Bonds holders' covenants

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6.4.3	Purchaser's covenants

(i)	The Purchaser acknowledges that, as a result of the Completion and clause 6.4 of the Agreement, the Vendor Bonds Indebtedness and, subject to Subordinated Convertible Bonds Interest Transfers, the Subordinated Convertible Bonds Interest will be payable in full on the Completion Date.

(ii)	The Purchaser therefore undertakes, on the Completion Date, in addition to the payment of the Transfer Price and repayment of the Senior Indebtedness pursuant to clause 6.3:

(a)	to make available cash amounts in order to repay the Vendor Bonds Indebtedness and the Subordinated Convertible Bonds Interest and

(b)	to repay on behalf of the Company or cause the Company to repay the Vendor Bonds Indebtedness and the Subordinated Convertible Bonds Interest on the Completion Date with value date (date de valeur) as of such date, by wire transfer of immediately available funds to the accounts of the Vendor Bonds holders in accordance with the terms of the Vendor Bonds subscription agreement.

6.5	Sellers' undertakings at the Completion Date

(a)	each Direct Seller shall deliver to the Purchaser the following documents:

(i)

a duly executed copy by the Direct Sellers and the Company of the reiteration act which form is set out in schedule 6.5(a)(i) or duly signed transfer orders of all Transferred Securities held by the Direct Sellers or any other equivalent document legally transferring to the Purchaser those Transferred Securities as of the Completion Date for the purpose of article R. 228-10 of the French commercial code;

(ii)	the duly signed tax transfer forms ("formulaire Cerfa n°2759 DGI") or any equivalent document dated as of the Completion Date with respect to the sale of the Shares;

(b)	each Financière Muscaris IV Seller shall deliver to the Purchaser the following documents:

(i)

a duly executed copy by the Financière Muscaris IV Sellers and Financière Muscaris IV of the reiteration act which form is set out in schedule 6.5(b)(i) or duly signed transfer orders of all the Financière Muscaris IV Shares or any other equivalent document legally transferring to the Purchaser those Transferred Securities as of the Completion Date for the purpose of article R. 228-10 of the French commercial code;

(ii)

[the duly executed copy by the Financière Muscaris IV Sellers and the escrow agent of an escrow agreement which form is set out in schedule 6.5(b)(ii) - Note KWM: 100% of the portion of the Transfer Price due to the Financière Muscaris IV Sellers shall be placed in escrow for 6 months as from Completion and automatically released to the Financière Muscaris IV Sellers after such period in the absence of breach of the representations set out in clause 7.2 of this Agreement];

(iii)	the duly signed tax transfer forms ("formulaire Cerfa n°2759 DGI") or any equivalent document dated as of the Completion Date with respect to the sale of the Financière Muscaris IV Shares;

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(iv)	the up-to-date security transfer register ("registre des mouvements de titres") with the shareholders accounts ("comptes individuels d'associés") of Financière Muscaris IV evidencing full transfer to the Purchaser of the Financière Muscaris IV Shares, effective as at the Completion Date;

(c)	each DM1 Seller shall deliver to the Purchaser the following documents:

(i)

a duly executed copy by the DM1 Sellers and DM1 of the reiteration act which form is set out in schedule 6.5(c)(i) or duly signed transfer orders of all the DM1 Shares other than those being Deferred Transferred Securities or any other equivalent document legally transferring to the Purchaser those Transferred Securities as of the Completion Date for the purpose of article R. 228-10 of the French commercial code;

(ii)	the duly signed tax transfer forms ("formulaire Cerfa n°2759 DGI") or any equivalent document dated as of the Completion Date with respect to the sale of the DM1 Shares other than those being Deferred Transferred Securities;

(iii)	the up-to-date security transfer register ("registre des mouvements de titres") with the shareholders accounts ("comptes individuels d'associés") of DM1 evidencing full transfer to the Purchaser of the DM1 Shares other than those being Deferred Transferred Securities, effective as at the Completion Date;

(d)	each DM2 Seller shall deliver to the Purchaser the following documents:

(i)

a duly executed copy by the DM2 Sellers and DM2 of the reiteration act which form is set out in schedule 6.5(d)(i) or duly signed transfer orders of all the DM2 Shares other than those being Deferred Transferred Securities or any other equivalent document legally transferring to the Purchaser those Transferred Securities as of the Completion Date for the purpose of article R. 228-10 of the French commercial code;

(ii)	the duly signed tax transfer forms ("formulaire Cerfa n°2759 DGI") or any equivalent document dated as of the Completion Date with respect to the sale of the DM2 Shares other than those being Deferred Transferred Securities;

(iii)	the up-to-date security transfer register ("registre des mouvements de titres") with the shareholders accounts ("comptes individuels d'associés") of DM2 evidencing full transfer to the Purchaser of the DM2 Shares other than those being Deferred Transferred Securities, effective as at the Completion Date;

(e)	each DM3 Seller shall deliver to the Purchaser the following documents:

(i)

a duly executed copy by the DM3 Sellers and DM3 of the reiteration act which form is set out in schedule 6.5(e)(i) or duly signed transfer orders of all the DM3 Shares other than those being Deferred Transferred Securities or any other equivalent document legally transferring to the Purchaser those Transferred Securities as of the Completion Date for the purpose of article R. 228-10 of the French commercial code;

(ii)	the duly signed tax transfer forms ("formulaire Cerfa n°2759 DGI") or any equivalent document dated as of the Completion Date with respect to the sale of the DM3 Shares other than those being Deferred Transferred Securities;

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(iii)	the up-to-date security transfer register ("registre des mouvements de titres") with the shareholders accounts ("comptes individuels d'associés") of DM3 evidencing full transfer to the Purchaser of the DM3 Shares other than those being Deferred Transferred Securities, effective as at the Completion Date;

(f)	the Sellers, acting through the Sellers' Representative, shall deliver to the Purchaser the following documents:

(i)	the up-to-date security transfer register ("registre des mouvements de titres") with the shareholders accounts ("comptes individuels d'associés") of the Company evidencing (i) conversion of the Subordinated Convertible Bonds into Shares and (ii) full transfer to the Purchaser of the Transferred Securities issued by the Company, effective as at the Completion Date;

(ii)	the duly signed letters of resignation with effect as of the Completion Date, from the persons listed in schedule 6.5(f)(ii), from the office described therein;

(iii)	if requested by the Purchaser to the Sellers' Representative at least fifteen (15) Business Days prior to the requisite date to convene, evidence that a general meeting of shareholders of the Company, any Holding and/or any other Group Company has been duly convened on an agenda to be provided by the Purchaser to the Sellers' Representative beforehand;

(iv)	the receivables transfer deeds ("acte de cession de créance") relating to the Subordinated Convertible Bonds Interest Transfers, if any; and

(v)	the deed of release specified in clause 6.3.2(ii).

•	to execute, initial and sign all or part of the documents which shall be signed and delivered by such Seller pursuant to clause 6.5 in the event that such Seller is unable or unwilling to do so, and

•

to collect the portion of the Transfer Price due to such Seller (after deduction of the Seller’s Expenses due by him) on his behalf by wire transfer to an escrow account opened in the books of a bank, a lawyer or a notary at the Sellers’ Representative's choice, such wire transfer being deemed to fully satisfy such Seller with the payment of the portion of the Transfer Price due to him under the Agreement.

6.6	Purchaser's undertakings at the Completion Date

(i)	to the extent it has not been delivered to the Sellers' Representative before, evidence of the fulfillment of the Condition Precedent referred to in clause 4;

(ii)

[evidence of the payment of the Transfer Price (after deduction of the portion of the Transfer Price relating to the Deferred Transferred Securities and the Subordinated Convertible Bonds Interest) in immediately available funds by wire transfers in accordance with the provisions of clause 3.2 by delivery of an irrevocable order of wire transfer and a copy of the SWIFT screen evidencing the transfer, each duly executed;]

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(iii)	evidence of the repayment of the Senior Indebtedness (as reflected in the Senior Lenders Certificate) by the Purchaser or any other Entity in the name or on behalf of the GS SAS by delivery of an irrevocable order of wire transfer and a copy of the SWIFT screen evidencing the payment, each duly executed;

(iv)	evidence of the repayment of the Vendor Bonds Indebtedness and the Subordinated Convertible Bonds Interest by the Purchaser or any other Entity in the name or on behalf of the Company by delivery of an irrevocable order of wire transfer and a copy of the SWIFT screen evidencing the payment, each duly executed; and

(v)	a copy of the document(s) referred to in clauses 6.5(a)(i), 6.5(b)(i), 6.5(b)(ii), 6.5(c)(i), 6.5(d)(i), 6.5(e)(i) and 6.5(g) countersigned by the Purchaser.

6.7	Termination of the Shareholders' Agreements at the Completion Date

6.7.1

The Parties hereby agree that Completion shall automatically result in the GS & Cie Groupe Shareholders' Agreement being terminated and all notifications previously made under article 10 of the GS & Cie Groupe Shareholders' Agreement becoming null and void with effect as at the Completion Date. Upon Completion, all parties to the GS & Cie Groupe Shareholders' Agreement shall be deemed satisfied with all their rights thereunder, and all rights and remedies under the GS & Cie Groupe Shareholders' Agreement waived or otherwise released.

6.7.2

The Parties hereby agree that the Completion shall automatically result in the DM1 Shareholders' Agreement, the DM2 Shareholders' Agreement and the DM3 Shareholders' Agreement being terminated vis-à-vis FPCI Astorg IV, Mr. Patrick Lucas and Financière Natelpau with effect as at the Completion Date. Upon Completion, all parties to those Shareholders' Agreements shall be deemed satisfied with all their rights thereunder, and all rights and remedies under those Shareholders' Agreement waived or otherwise released, vis-à-vis FPCI Astorg IV, Mr. Patrick Lucas and Financière Natelpau.

6.8

All the matters at Completion will be considered to take place simultaneously, and no delivery of any document will be deemed complete until all transactions and deliveries of documents required by the Agreement are fully completed, it being specified however that the closing deliveries specified in clause 6.5 are for the benefit of the Purchaser only, and that the closing deliveries and actions specified in clause 6.6 are for the benefit of the Sellers only, and may therefore be waived in whole or in part by their respective beneficiary.

7.	REPRESENTATIONS OF THE SELLERS

7.1	Representations of each Seller acting individually

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7.1.1	Transferred Securities

7.1.2	Capacity

(i)	for the Sellers which are legal entities:

(a)	it is duly organized and validly existing under the laws of its jurisdiction of incorporation;

(b)	it has all the capacity, powers and authority necessary for the purpose of entering into the Agreement, performing its obligations hereunder and consummating the transactions contemplated hereby;

(c)	the individual signatories in its name and on its behalf are duly authorized to act on behalf of it;

(d)	the entering into of the Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or similar action and proceedings on its part; and

(e)	no formal request has been made or resolution passed for its annulment or its dissolution and it is not in Bankruptcy;

(ii)	for the Sellers who are natural persons:

(a)	he or she has a full legal capacity and is not subject to any restriction of rights; and

(b)	he or she is empowered to sign and execute the Agreement alone and to complete alone the transactions referred to therein and to benefit from the rights set out therein;

(iii)	for all the Sellers:

(a)

the signature and execution of the Agreement as well as the completion of the transactions which are referred to therein entail no, nor will they entail any, breach or termination of any agreement or deed to which it is a party and that neither the signature or execution of the Agreement, nor the completion of the transactions which are referred to therein conflict or will conflict with any provision of said agreements or deeds;

(b)	the execution of the Agreement does not constitute a breach of (x) any finding of a court of law or arbitration tribunal or (y) any decision by a public authority; and

(c)	the obligations resulting for it from the Agreement are legal, valid, binding and enforceable obligations on it pursuant to their terms.

7.2	Representations of the Financière Muscaris IV Sellers

(i)	it has no other asset than (a) the securities it holds in the Company and (b) Cash;

(ii)	it has no liability other than debts towards services providers corresponding to charges borne in the ordinary course of business by a holding company in order to comply with its administrative

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(iii)	it has no off-balance sheet commitment;

(iv)	it has and has never had any employees;

(v)	it has and has never had any activity other than the holding of the securities it owns in the Company; and

(vi)	it complies, and has at all times complied, in all material aspects, with the laws and regulations applicable to it.

7.3	Representations of the DM1 Sellers

(i)	it has no other asset than (a) the securities it holds in the Company and (b) Cash;

(ii)	it has no liability other than debts towards services providers corresponding to charges borne in the ordinary course of business by a holding company in order to comply with its administrative obligations in excess of 5,000 euros compared to the amount of its Net Debt as at 31 December 2014 as set out in schedule 3.1.1;

(iii)	it has no off-balance sheet commitment;

(iv)	it has and has never had any employees;

(v)	it has and has never had any activity other than the holding of the securities it owns in the Company; and

(vi)	it complies, and has at all times complied, in all material aspects, with the laws and regulations applicable to it.

7.4	Representations of the DM2 Sellers

(i)	it has no other asset than (a) the securities it holds in the Company and (b) Cash;

(ii)	it has no liability other than debts towards services providers corresponding to charges borne in the ordinary course of business by a holding company in order to comply with its administrative obligations in excess of 5,000 euros compared to the amount of its Net Debt as at 31 December 2014 as set out in schedule 3.1.1;

(iii)	it has no off-balance sheet commitment;

(iv)	it has and has never had any employees;

(v)	it has and has never had any activity other than the holding of the securities it owns in the Company; and

(vi)	it complies, and has at all times complied, in all material aspects, with the laws and regulations applicable to it.

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7.5	Representations of the DM3 Sellers

(i)	The DM3 Sellers acting severally and not jointly (conjointement et non solidairement) represents and warrants that, on the date hereof and on the Completion Date (except where expressly specified it has no other asset than (a) the securities it holds in the Company and (b) Cash;

(ii)	it has no liability other than debts towards services providers corresponding to charges borne in the ordinary course of business by a holding company in order to comply with its administrative obligations in excess of 5,000 euros compared to the amount of its Net Debt as at 31 December 2014 as set out in schedule 3.1.1;

(iii)	it has no off-balance sheet commitment;

(iv)	it has and has never had any employees;

(v)	it has and has never had any activity other than the holding of the securities it owns in the Company; and

(vi)	it complies, and has at all times complied, in all material aspects, with the laws and regulations applicable to it.

8.	REPRESENTATIONS OF THE PURCHASER

8.1	Authorization, validity and capacity

(i)	it is duly organized and validly existing under the laws of its jurisdiction of incorporation;

(ii)	it has all the capacity, powers and authority necessary for the purpose of entering into the Agreement, performing its obligations hereunder and consummating the transactions contemplated hereby;

(iii)	the individual signatories in its name and on its behalf are duly authorized to act on behalf of the Purchaser;

(iv)	the entering into of the Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or similar action and proceedings on the part of the Purchaser (including investment committees);

(v)

the execution of the Agreement as well as the completion of the transactions which are referred to therein entail no, nor will they entail any, breach or termination of any agreement or deed to which it is a party and that neither the signature or execution of the Agreement, nor the completion of the transactions which are referred to therein conflict or will conflict with any provision of said agreements or deeds;

(vi)	the execution of the Agreement does not constitute a breach of (a) any finding of a court of law or arbitration tribunal or (b) any decision by a public authority; and

(vii)	the obligations resulting for the Purchaser from the Agreement are legal, valid, binding and enforceable obligations on the Purchaser pursuant to their terms.

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8.2	Solvency

8.3	No conflict or violation

(i)	conflict with or violate any provision of the Organizational Documents of the Purchaser;

(ii)	violate, conflict with or result in the breach or termination of, or constitute a default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default) under the terms of any governmental authorizations to which the Purchaser is a party or by which the Purchaser or any of its Affiliates is bound; or

(iii)	subject to obtaining the Clearances referred to in clause 4.1, constitute a violation by the Purchaser or any of its Affiliates of any laws or judgments.

8.4	Financing

8.5	Purchaser's inquiry

(i)	The Purchaser acknowledges that it and its advisers have carried out an independent due diligence of the Group Companies consisting in, inter alia, (a) reviewing and analyzing the Disclosed Information and (b) asking written and oral questions and analyzing the answers to such questions and all documents provided by the Company and the Sellers relating thereto.

(ii)

Without limiting the generality of the foregoing, the Purchaser acknowledges that neither the Sellers nor any of the Sellers' Connected Persons make any representation or warranty with respect to the future financial or business projections of any of the Group Companies, including in respect of any financial projections, business plans, budgets or forecasts relating to the Group Companies of which it has received a copy.

(iii)

The Purchaser acknowledges that the representations, warranties and statements of the Sellers set forth in the Agreement supersede any and all earlier representations, warranties or statements made by the Sellers or any Sellers' Connected Persons regarding the Transferred Securities, any of the Group Companies or any of the transactions contemplated hereby, and that the Sellers and the Sellers' Connected Persons shall have no liability in respect of any such earlier representations, warranties or statements. In furtherance of the foregoing, and to the fullest extent permitted by applicable law, the Purchaser hereby irrevocably waives the benefit of any warranties generally available to purchasers under applicable law, including under articles 1626, 1641 and 1643 of the French Civil Code (Code Civil).

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(iv)	During the period up to Completion Date and upon Willis' reasonable request, the Company shall:

(a)	allow Willis to carry out enhanced compliance due diligence in all relevant countries;

(b)	in this respect, grant access to Willis and its advisors to relevant information, including to the books, records, accounts, agreements and other documents of the Company and its Subsidiaries (including financial data) and discussions with relevant employees of the Company and its Subsidiaries;

(c)	enable Willis to propose mitigating/remediation actions to be implemented promptly by the Company and its Affiliates from the Completion Date (or to the extent practicable and legally possible before that date);

(d)	it being agreed that the results of such compliance due diligence shall not have any consequence on the Transfer Price.

8.6	Substitution of the Purchaser

8.7	Guarantee

9.	DISCHARGE

10.	POST COMPLETION AGREEMENTS

10.1	Public announcement

10.2	Non-disclosure - Confidentiality

10.2.1	The Purchaser shall, and shall procure that:

(i)	each member of the Purchaser's Group shall keep confidential all information provided to him by or on behalf of any Seller or otherwise obtained by or in connection with (a) the Agreement which relates to a Seller and, (b) if the Completion does not occur, any of the Group Companies; and

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(ii)	if, after Completion, any of the Group Companies holds confidential information relating to any of the Sellers, it shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the relevant Seller or destroy it, in each case without retaining copies.

10.2.2	Each Seller shall keep confidential all information provided to it by or on behalf of any member of the Purchaser's Group or otherwise obtained by or in connection with the Agreement which relates to any member of the Purchaser's Group.

10.2.3	Nothing in this clause prevents any announcement being made or any confidential information being disclosed:

(i)	by a party to the Agreement to its Affiliates, advisors or counsels; or

(ii)	with the written approval of the Purchaser and the Sellers' Representative; or

(iii)

to the extent required by law or any competent regulatory body, but a Party required to disclose any confidential information shall promptly notify the other Parties, where practicable and lawful to do so, before disclosure occurs and co-operate with the other Parties regarding the timing and content of such disclosure or any action which the other Parties may reasonably elect to take to challenge the validity of such requirement.

10.3	Records

10.3.1

During the period from the Completion Date through the fifth (5th) anniversary of the Completion Date, the Purchaser shall not, and shall not permit any Group Company to, destroy or otherwise dispose of any of the books and records which any Group Company is required by law or contract to retain and which exist as of the Completion Date except with the prior written consent of the Sellers' Representative, which consent shall not be unreasonably withheld.

10.3.2	The Purchaser shall, and shall cause each Group Company to, make available to the Sellers and their respective representatives and agents all such books and records, and permit the Sellers and their respective representatives and agents to examine, make extracts from and, at their expense, copy such books and records at any time during normal business hours for any proper business purpose.

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11.	NOTIFICATIONS - COMMUNICATION

11.1	Any notice or communication in connection with the Agreement shall be in writing and must be delivered by hand against a receipt dated and signed by the recipient, or sent by registered letter with acknowledgement of receipt to the Parties to the addresses indicated in the preamble to the Agreement, or sent by electronic mail.

(i)	on the date stamped by the recipient on the receipt if it is delivered by hand, or

(ii)	on the date of first presentation if it is sent by registered letter, or

(iii)	on the date of transmission if it is sent by electronic mail.

11.2	The notices and communications provided for herein shall be sent to the Parties at the addresses which follow:

•	to the Sellers' Representative:

•	to the Purchaser:

•	to the Company:

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12.	COSTS AND EXPENSES

12.1	Save as otherwise provided in the Agreement, or as otherwise specifically agreed in writing by the Parties, each Party will pay the costs and expenses incurred by it in connection with the entering into, and completion of, the Agreement and the other requirements for transferring the Transferred Securities.

12.2	All registration duties (droits d'enregistrement) in relation to the Transaction shall be borne and timely paid by the Purchaser.

13.	TERMINATION

13.1	Termination causes

13.1.1	Without prejudice to all other rights or remedies available against the defaulting Party, the Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to Completion by the written agreement of the Purchaser and the Sellers' Representative.

13.1.2

The Parties acknowledge that it is their firm intention and one of the fundamental reasons for the Agreement that Completion occur between 28 and 31 December 2015 at the latest. If despite all Parties' best efforts to ensure that Completion occurs within 2015, Completion has not occurred at the latest on the Long Stop Date due to the absence of any material document or for any material reason such as force majeure preventing Completion occurring, and without prejudice to all other rights or remedies available against the defaulting Party (including the right to seek specific performance), the Purchaser or the Sellers' Representative shall have the right to terminate the Agreement forthwith, unless one of them by written notice to the other decides to extend the Long Stop Date until a date that may not exceed 28 February 2016, in which case the Agreement shall continue to be effective until such date and all its provisions shall apply as provided hereunder without any alteration, except that the Long Stop Date shall be set at the date so notified by the Purchaser or the Sellers' Representative. Such notice shall be served no later than the Long Stop Date, as extended as the case may be, and may be served by either Party more than once.

13.2	Surviving clauses

13.2.1

In the event of termination of the Agreement, all further obligations of the Parties hereunder shall terminate, except those set forth in clauses 10 (Post completion agreements), 11 (Notifications - Communication), 12 (Costs and Expenses), 13 (Termination) and 15.5 (Applicable law and jurisdiction), which shall survive the termination of the Agreement for such a period as is necessary for each Party to perform its obligations under those clauses.

13.2.2	A termination by a Party of the Agreement shall not relieve any Party from liability for breach of the Agreement, if any.

14.	SELLERS' REPRESENTATIVE

14.1

The Sellers hereby irrevocably appoint Astorg Partners SAS as their agent for the purpose of this clause 14 (the "Sellers' Representative") to give and receive all notices and other documents until the Completion Date. Save as specified in the following sentence, the Sellers' Representative shall also act as agent to give all consents, to handle, dispute, settle or otherwise deal with any and all claims against the Sellers under the Agreement and, more generally, to exercise the rights of the Sellers on their behalf under the Agreement (including the rights provided under clause 13.1.2). Any decision or act taken by the Sellers' Representative

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14.2	The Sellers hereby expressly authorize the Sellers' Representative to withhold from the part of the Transfer Price to be received by each of them their pro rata share of the fees and expenses incurred by the Sellers or the Sellers' Representative in connection with the Transaction (the "Sellers' Expenses").

14.3	Each of the Sellers undertakes to provide the Sellers' Representative with the information required in respect of herself/himself/itself to complete the Completion Notice no later than 30 November 2015.

14.4	The Sellers' Representative shall not bear any liability whatsoever, to the Sellers, in its capacity as agent of the Sellers under the Agreement.

14.5	For the purpose of this clause 14, the Sellers shall be deemed to include the Lucas Vendor Bonds Holders and the Gras Vendor Bonds Holders.

15.	MISCELLANEOUS

15.1	Cooperation

15.2	Severability

15.3	Entire agreement

15.4	Transfers

15.5	Applicable law and jurisdiction

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15.6	Number of original copies

(i)	one (1) original copy for FPCI Astorg IV, Financière Muscaris IV and the Financière Muscaris IV Sellers (this original copy being kept by Astorg Partners SAS);

(ii)	one (1) original copy for the Lucaslux and the Lucas Vendor Bonds Holders(this original copy being kept by Mr. Patrick Lucas);

(iii)	one (1) original copy for Financière Natelpau and the Gras Vendor Bonds Holders (this original copy being kept by Mr. Emmanuel Gras);

(iv)	one (1) original copy for Maera (this original copy being kept by Maera);

(v)	one (1) original copy for the Simon EURL (this original copy being kept by Simon EURL);

(vi)	one (1) original copy for PRPHI (this original copy being kept by PRPHI);

(vii)	one (1) original copy for DM1 (this original copy being kept by DM1);

(viii)	one (1) original copy for DM2 (this original copy being kept by DM2);

(ix)	one (1) original copy for DM3 (this original copy being kept by DM3);

(x)	one (1) original copy for FCPE GSA (this original copy being kept by Société Générale Gestion "S2G");

(xi)	one (1) original copy for the Company, Gras Savoye and Gras Savoye Euro Finance (this original copy being kept by the Company); and

(xii)	one (1) original copy for the Purchaser, Willis Europe BV, Willis Netherlands Holdings and WGH Plc (this original copy being kept by the Purchaser).

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(1)	ASTORG IV FCPR

(2)	FINANCIERE MUSCARIS IV

(3)	WILLIS EUROPE BV

(4)	WILLIS NETHERLANDS HOLDINGS BV

(5)	WILLIS GROUP HOLDINGS PLC

(6)	LUCASLUX

(7)	FINANCIERE NATELPAU

(8)	MAERA

(9)	SIMON MINCO EURL

(10)	PRPHI EURL

(11)	DREAM MANAGEMENT 1

(12)	DREAM MANAGEMENT 2

(13)	NATELPAU BELGIUM

(14)	FOYER INTERNATIONAL

(15)	DREAM MANAGEMENT 3

(16)	THE PERSONS LISTED IN SCHEDULE 0

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1.

FPCI ASTORG IV, a French fonds professionnel de capital investissement, represented by its management company Astorg Partners, a company (société par actions simplifiée) organized under the Laws of France, having a share capital of €675,000 and its registered office at 68, rue du Faubourg Saint-Honoré, 75008 Paris, France, registered with the French Registry of Commerce and Companies under number 419 838 545 RCS Paris, duly represented for the purposes hereof;

2.	Financiere Muscaris IV, a company (société par actions simplifiée) organized under the Laws of France, having a share capital of €988,000 and its registered office at 68, rue du Faubourg Saint-Honoré, 75008 Paris, France, registered with the French Registry of Commerce and Companies under number 501 614 523 R.C.S. Paris, duly represented for the purposes hereof;

3.	Willis Europe BV, a limited company (Besloten Vennootschap) incorporated in the Netherlands with Commercial Register No. 24.135.835, and registered as a foreign company in England & Wales with company number FC024627 at 51 Lime Street, London EC3M 7DQ, United Kingdom, duly represented for the purposes hereof;

4.	Willis Netherlands Holdings BV, a limited company (Besloten Vennootschap) organized under the Laws of Netherlands, Hoogoorddreef 60, 1101 BE Amsterdam Zuidoost, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34367289, duly represented for the purposes hereof;

5.	Willis Group Holdings Plc, a public limited company organized under the Laws of Ireland, having its registered office at Grand Mill Quay, Barrow Street, Dublin 4, Ireland, registered with the Ireland Companies Registry under number 475616, duly represented for the purposes hereof;

6.	Lucaslux, a company (société à responsabilité limitée) organized under the Laws of Luxembourg, having a share capital of €60,617,653 and its registered office at 145, rue du Kiem, L-8030 Strassen, Luxembourg, registered with the Registry of Commerce and Companies of Luxembourg under number B 149 762, duly represented for the purposes hereof;

7.	Financière Natelpau, a company (société anonyme) organized under the Laws of Luxembourg, having a share capital of €24,027,000 and its registered office at 6, rue Guillaume Schneider (L-2522), Luxembourg, Luxembourg, registered with the Registry of Commerce and Companies of Luxembourg under number B 148 397, duly represented for the purposes hereof;

8.	Maera, a company (société anonyme) organized under the Laws of Luxembourg, having a share capital of €4,606,093 and its registered office at au 63-65 rue de Merl, L-2146 Luxembourg, Luxembourg, registered with the Registry of Commerce and Companies of Luxembourg under number 132 353, duly represented for the purposes hereof

9.	Simon Minco EURL, a company (enterprise unipersonnelle à responsabilité limitée) organized under the Laws of France, having a share capital of €2,756,115 and its registered office at 6bis, rue Jean Nicolas Collignon, 57000 Metz, France, registered with the French Registry of Commerce and Companies under number 518 569 843 R.C.S. Metz, duly represented for the purposes hereof;

10.	PRPHI EURL, a company (entreprise unipersonnelle à responsabilité limitée) organized under the Laws of France, having a share capital of €2,734,110 and its registered office at 11, Chemin du Zornic, 56260 Larmor-

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11.	Dream Management 1, a company (société par actions simplifiée) organized under the Laws of France, with a share capital of €5,600,001, having its registered office at 48, rue Jacques Dulud, 92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and Companies under number 518 454 152 RCS Nanterre, duly represented for the purposes hereof;

12.	Dream Management 2, a company (société anonyme) organized under the Laws of France, with a share capital of €4,700,001, having its registered office at 48, rue Jacques Dulud, 92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and Companies under number 518 556 212 R.C.S. Nanterre, duly represented for the purposes hereof;

13.	Natelpau Belgium, a company (société anonyme) organized under the Laws of Belgium, having a share capital of €5,900,000 and its registered office at 36, rue du Pinson, B-1170 Watermael-Boitsfort, Belgique, registered with the Registry of Commerce and Companies of Brussels (RPM de Bruxelles) under number 0821.761.036, duly represented for the purposes hereof;

14.	Foyer International, a company (société anonyme) organized under the Laws of Luxembourg, having a share capital of €30,000,000 and its registered office at 12, rue Léon Laval, L-3372 Leudelange, Luxembourg, registered with the Registry of Commerce and Companies of Luxembourg under number B 53682, duly represented for the purposes hereof;

15.	Dream Management 3, a company (société par actions simplifiée) organized under the Laws of France, with a share capital of €2.603.078, having its registered office at 48, rue Jacques Dulud, 92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and Companies under number 518 454 152 RCS Nanterre, duly represented for the purposes hereof;

16.	Each of the Persons identified in Schedule 0 hereto, duly represented for the purposes hereof;

17.	GS & Cie Groupe, a company (société par actions simplifiée) organized under the Laws of France, having a share capital of €121.288.808 and its registered office at 33-34, quai de Dion Bouton, 92800 Puteaux, France, registered with the French Registry of Commerce and Companies under number 515 061 141 R.C.S. Nanterre, duly represented for the purposes hereof;

18.	Gras Savoye, a company (société par actions simplifiée) organized under the Laws of France with a share capital of €1,462,600, having its registered office at 33-34, quai de Dion Bouton, 92800 Puteaux, France, registered with the French Registry of Commerce and Companies under number 311 248 637 RCS Nanterre, duly represented for the purposes hereof;

19.	Gras Savoye Euro Finance, a company (société anonyme), organized under the Laws of Belgium, having its registered office at 4020 Liège 2, Quai des Vennes, 18-20, Belgium, registered under number 0403.276.015, duly represented for the purposes hereof;

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(A)

The Parties, GS & Cie Groupe, Gras Savoye and Gras Savoye Eurofinance are parties to an amended and restated shareholders' agreement with respect to GS & Cie Groupe dated 15 April 2013 pursuant to which certain matters relating to the governance and the securities of GS & Cie Groupe and its subsidiaries have been agreed (the "SHA"; terms used in this agreement starting with an upper case shall have the meaning ascribed to them in the SHA).

(B)

Within the context of the implementation of the provisions of the SHA, the Parties have agreed on (i) certain precisions with respect to the calculation of the EBITDA, (ii) the appointment of the Agreed 1592 Arbitrator, (iii) the Notification Enterprise Value and the Estimated Notification Equity Value and Prices, (iv) a clarification of the definition of Financial Debt in Schedule 1(B), (v) certain precisions with respect to the mechanism for setting-up the relevant financial aggregates and prices as per the SHA and (vi) certain precisions concerning Willis compliance due diligence exercise. This having been set forth, the Parties entered into this addendum (the "Addendum").

1.	ADDENDUM TO THE EBITDA IMPACT ADJUSTMENTS

•	Fees and costs related to the services provided to the Group by CIREOS (One Man Support) pursuant to an agreement dated 11 November 2014 up to € 111,000;

•	Fees and costs related to the compliance assistance services provided to the Group by PWC pursuant to an agreement dated 16 December 2014 up to € 270,000;

•	Costs/Severance pays booked in 2014 resulting from the departure of certain managers up to € 1,619,700."

2.	Agreed 1592 ARBITRATOR

3.	Notification Enterprise Value and Estimated Notification Equity ValUe and Prices

4.	Amendment TO THE CERTAIN NOTICE DETAILS

(i)	If to Maera:

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(ii)	If to PRPHI:

(iii)	If to Willis Europe BV:

5.	Clarification of the definition of financial debt

•	amounts drawn under long term credit facilities (whether due in less than or more than twelve (12) months);

•	bank loans, bonds, debentures, and mezzanine debt including but not limited to LBO debt;

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•	bank overdrafts;

•	Vendors Bonds (but, for the avoidance of doubt, this does not include the Securities);

•	residual amounts due in respect of finance leases; and

•	amounts borrowed under asset securitization facilities and all other interest and non-interest bearing loans including accrued interest;"

6.	Amendment to sections 10.2, 10.4 and 10.5 of the SHA

6.1	The Parties hereby agree to modify paragraphs (d), (e) and (f) of section 10.2 of the SHA as follows:

(d)

The Notification Enterprise Value and the Estimated Notification Equity Value and Prices shall be determined by Willis and the Willis Call Grantors or if Willis and the Willis Call Grantors are unable to agree on such items by the Agreed 1592 Arbitrator, as described in paragraphs (e) to (k) below. Willis and the Willis Call Grantors and the Agreed 1592 Arbitrator shall apply the formulas set forth in Schedule 1(B).

(e)

If Willis and the Willis Call Grantors are unable to agree on the Notification Enterprise Value and the Estimated Notification Equity Value and Prices such items within the twenty (20) Business Days period from the Notification Appointment Date, the Agreed 1592 Arbitrator shall determine the Notification Enterprise Value and the Estimated Notification Equity Value and Prices within twenty (20) Business Days from the end of the preceding (20) Business Days period. The Agreed 1592 Arbitrator shall promptly and simultaneously notify the Company, Willis and all of the Willis Call Grantors thereof. This period for delivering a written report may be extended for up to ten (10) Business Days for good cause by the mutual written consent of Willis and the Willis Call Grantors or by the Agreed 1592 Arbitrator at his sole discretion.

(f)

Willis and each of the Willis Call Grantors are authorized to make submissions to the Agreed 1592 Arbitrator within ten (10) Business Days from the end of the twenty (20) Business Days period from the Notification Appointment Date provided that such submissions shall also be notified to the other Direct Parties. Each Direct Party may respond to another Direct Party's submission by notifying such response to the Agreed 1592 Arbitrator and the other Direct Parties within fifteen (15) Business Days from the end of the twenty (20) Business Days period from the Notification Appointment Date.

(a)

The Final Notification Equity Value and Prices shall be determined by (i) Willis and each of the Willis Call Grantors no later than December 31, 2015 or (ii) if Willis and each of the Willis Call Grantors are unable to agree on such items within such time period, by the Agreed 1592 Arbitrator. Willis and the Willis Call Grantors, the Company and the Agreed 1592 Arbitrator shall apply the formulas set forth in Schedule 1(B). As soon as the information is available the Company shall, and the Direct Parties shall take all Applicable Actions to cause the Company to, provide the Direct Parties the proposed Final Notification Equity Value and Prices. The Company will also provide simultaneously the Direct Parties with all appropriate supporting documents and information relating to the proposed Final Equity Value and Prices. If Willis and each of the Willis Call Grantors are

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(b)

Except if the Final Notification Equity Value and Prices are expressly agreed upon in writing between Willis and each of the Willis Call Grantors, the 1592 Arbitrator shall determine the Final Notification Equity Value and Prices no later than January 31, 2016. Willis and each of the Willis Call Grantors shall be authorized to make submissions to the 1592 Arbitrator and to respond to other Direct Parties' submissions in accordance with a procedure and a timetable to be established by the 1592 Arbitrator.

(d)

The Call Enterprise Value and the Estimated Call Equity Value and Prices shall be determined by (i) the Willis and the Willis Call Grantors within twenty (20) Business Days from the Call Appointment Date or (ii) if Willis and the Willis Call Grantors are unable to agree on such items within such time period, by the Agreed 1592 Arbitrator. Willis and the Willis Call Grantors, the Company and the Agreed 1592 Arbitrator shall apply the formulas set forth in Schedule 1(B). As soon as the information is available the Company shall, and the Direct Parties shall take all Applicable Actions to cause the Company to, provide the Direct Parties the proposed Call Enterprise Value and the Estimated Call Equity Value and Prices. The Company shall also provide simultaneously Willis and the Willis Call Grantors with all appropriate supporting documents and information relating to the proposed Call Enterprise Value and the Estimated Call Equity Value and Prices.

(e)

Except if the Call Enterprise Value and the Estimated Call Equity Value and Prices are expressly agreed upon in writing between Willis and each of the Willis Call Grantors prior to the expiry of the twenty (20) Business Day-period from the Call Appointment Date, the Agreed 1592 Arbitrator shall determine the Call Enterprise Value and the Estimated Call Equity Value and Prices within twenty (20) Business Days from the end of the preceding (20) Business Days period and shall promptly and simultaneously notify the Company, Willis and all of the Willis Call Grantors thereof. This period for delivering a written report may be extended for up to ten (10) Business Days for good cause by the mutual written consent of Willis and the Willis Call Grantors or by the Agreed 1592 Arbitrator at his sole discretion.

(f)

Willis and each of the Willis Call Grantors are authorized to make submissions to the Agreed 1592 Arbitrator within ten (10) Business Days from the end of the preceding (20) Business Days period provided that such submissions shall also be notified to the other Direct Parties. Each Direct Party may respond to another Direct Party's submission by notifying such response to the Agreed 1592 Arbitrator and the other Direct Parties within fifteen (15) Business Days from the end of the preceding (20) Business Days period.

7.	Compliance due diligence

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8.	ENTRY INTO FORCE

9.	Other terms and conditions of the SHA

10.	MISCELLANEOUS PROVISIONS

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1.	Mr. Patrick Lucas, a French citizen born on March 6, 1939 at Paris (16), residing at 1, avenue Emile Acollas, 75007 Paris, France;

2.	Ms. Rosine Bertrand, a French citizen born on June 4, 1945 at Paris (16), residing at 10 rue Phalsbourg, 75017 Paris, France; and

3.	Ms. Claude de Séguier, a French citizen born on March 21, 1944 at Paris (16), residing at 40 rue du Four, 75006 Paris, France;

4.	Ms. Nunzia Lucas, a French citizen born on February 13, 1939 at Beaune (21) residing at 1 avenue Emile Acollas, 75007 Paris, France;

5.	Ms. Chrystèle Schoenlaub a French citizen born on May 24, 1965 at London (United Kingdom), residing at route d'Hermance 309A, 1247 Anières, Switzerland;

6.	Ms. Anne-Séverine Dian, a French citizen born on May 19,1968 at Neuilly-sur-Seine (92), residing at 24 rue Desbordes-Valmore, 75016 Paris, France

7.	Ms. Inès Lucas Arnaud, a French citizen born on December 20, 1970 at Neuilly-sur-Seine (92), residing at 5 rue du Général Langlois, 75016 Paris, France;

8.	Ms. Caroline Lucas Lefèvre, a French citizen born on February 8, 1973 at Neuilly-sur-Seine (92), residing at 135 avenue Mozart, 75016 Paris, France;

9.	Mr. Tanneguy de Séguier, a French citizen born on May 27, 1968 at Neuilly-sur-Seine (92), residing at 38 avenue Horace Vernet, 78110 Le Vesinet, France

10.	Mr. Guillaume de Séguier, a French citizen born on February 11, 1970 at Neuilly-sur-Seine (92), residing at 29 rue de Verdun, 78110 Le Vesinet, France

11.	Mr. Raphaël de Séguier, a French citizen born on June 9, 1971 at Neuilly-sur Seine (92), residing at 35 rue Madeleine Michelis, 92200 Neuilly-sur-Seine, France;

12.	Mr. Emmanuel de Séguier, a French citizen born on February 25, 1974 at Paris (12), residing at 156 boulevard Magenta, 75010 Paris, France;

13.	Mr. Emmanuel Gras, a French citizen, born on August 4, 1934 at Marcq-en-Baroeul (59), residing at 1B, rue de la Festingue, B7730 Nechin, Belgium;

14.	Ms. Geneviève Gras, a French citizen, born on June 15, 1940 at Mazamet, residing at 1-B rue de la Festingue / B-7730 Néchin Belgium;

15.	Ms. Nathalie Lapointe, a French citizen, born on February 7, 1964 at Roubaix (59), residing at 433 bis, avenue de la Marne, 59700 Marcq-en-Baroeul, France;

16.	Ms. Elodie Duriez, a French citizen, born on August 2, 1965 at Roubaix (59), residing at 4 rue Villandry, 37540 Saint-Cyr-sur-Loire, France; and

17.	Ms. Pauline Desrousseaux, a French citizen, born on February 9, 1969 at Croix (59), residing at 549 ter, rue Albert Bailly, 59700 Marcq-en-Baroeul, France.

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1.	Definitions.

a.	“Non-Employee Director.” For purposes of this Policy, “Non-Employee Director” means a member of the Board who is not an employee of the Company or any of its subsidiaries or affiliates.

b.	“Term of Service” or “Term” with Respect to Non-Employee Directors. For purposes of this Policy, “term of service” or “term” with respect to a Non-Employee Director means the period of time from his or her annual election at the Annual General Meeting of Shareholders (AGM) until the next AGM.

c.	“Term of Service” or “Term” with Respect to Chairman of the Board and Committee Chairs. For purposes of this Policy, “term of service” or “term” with respect to the Chairman of the Board and/or a Committee Chair shall commence on his or her appointment by the Board to such position and end on the date of reappointment if the Non-Employee Director is reappointed.

d.	“Term of Service” or “Term” with Respect to the Presiding Independent Director. For purposes of this Policy, the “term of service” or “term” with respect to the Presiding Independent Director shall commence on his or her election by the Non-Employee Directors and end on the date that is one year after such election.

2.	Term Cash Fees

a.	Non-Employee Director Fees. For each term of service as a Non-Employee Director, a cash fee of $100,000 shall be paid to each Non-Employee Director.

b.	Chairman/Presiding Independent Director/Committee Fees. The additional fees set forth below shall be paid to a Non-Employee Director for each term of service that he or she serves in the following capacity:

i.	Chairman of the Board:                     $100,000, provided, however, that the Chairman may elect to receive such fee 100% in equity on the same terms and conditions as the equity granted under Section 3 below.

ii.	Presiding Independent Director (if any):             $35,000.

iii.	Chairman of the Board Audit Committee:             $30,000.

iv.	Chairman of the Board Compensation Committee:         $20,000.

v.	Chairman of the Board Governance Committee:        $20,000.

vi.	Chairman of the Board Risk Committee:             $20,000.

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vii.	Member of the Board Audit Committee:             $10,000.

c.

If the Chairman elects to receive his/her fee for the upcoming term set forth under Section 2(b)(i) 100% in equity, such election shall be made in writing and sent to the Group Company Secretary, substantially in the form attached as Exhibit A. The election must be made during an “open window” (as defined by the Group Insider Trading Policy), when the Chairman does not possess any material non-public information, and by December 31st of the calendar year immediately preceding the calendar year during which any portion of the cash fees were scheduled to be paid. If no election is made by the Chairman, he or she will receive the $100,000 fee in cash.

d.

Vesting; Accelerated Vesting. Cash fees shall vest and be payable in four equal quarterly installments at the end of each calendar quarter; provided, however, if any Non-Employee Director is appointed, in accordance with applicable law and the Company’s memorandum and articles of association and other corporate governance documents, to fill a vacancy after an AGM or if the Chairman of the Board, Presiding Independent Director, Chairman of a Committee or Member of the Board Audit Committee is appointed in the middle of a term, then, in the discretion of the Compensation Committee, such director may be entitled to a prorated portion of the cash fees based on the portion of a calendar quarter during which the Non-Employee Director served in the relevant position. Notwithstanding the foregoing, if a Non-Employee Director ceases to serve through one or more quarterly vesting dates due to death, disability, removal, resignation or retirement, the Compensation Committee shall have the discretion to accelerate the vesting of all or a portion of the cash fees as of the date of such cessation of service. Otherwise, the unvested cash fees in respect of the remainder of the relevant term shall be forfeited.

e.	Multiple Roles. If a Non-Employee Director serves in more than one of the roles noted in Section 2(b), he or she shall be entitled to receive compensation for each role.

3.	Annual Equity Grant.

a.

Non-Employee Directors. Each Non-Employee Director who is elected at the Company’s AGM shall, in addition to the cash fees referred to in Section 2, be granted a time-based equity award covering a number of ordinary shares having an approximate aggregate value of $100,000, provided, however, that if any Non-Employee Director is appointed, in accordance with applicable law and the Company’s memorandum and articles of association and other corporate governance documents, to fill a vacancy after an AGM, then in the discretion of the Compensation Committee, such director shall be entitled to receive a prorated equity award on such terms and conditions, including a grant date, approved by the Compensation Committee. The equity award shall be calculated based on the closing price of the Company’s ordinary shares on the date of the grant as reported on the New York Stock Exchange and rounded down to the nearest whole ordinary share. The terms of the equity grant shall be as set forth in this Section 3.

b.

Chairman of the Board. In addition to the equity award set forth in Section 3(a), in consideration for the services performed in his capacity as the Chairman of the Board, the Chairman shall be granted, at the same time and on the same terms and conditions as the equity granted under Section 3(a) above, an equity award covering a number of ordinary shares having an approximate aggregate value of $100,000, provided, however, that if any Chairman is appointed in the middle of the term, then, in the discretion of the Compensation Committee, such director may be entitled to receive a prorated equity award

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c.	Form of Equity Award. The equity award shall be made in the form of restricted share units (RSUs), provided, however, that it may be made in the form of time-based options upon notification by management to the Compensation Committee of the lack of RSU availability under the 2012 Plan (defined below).

d.	Grant Date. The equity granted pursuant to Sections 3(a) and 3(b) shall be granted on March 5th, May 10th, August 10th, November 10th, or December 5th (or if the applicable grant date is not a trading day, the next trading day) on the date most closely following the AGM.

e.

Vesting; Accelerated Vesting. The equity granted under this Section 3 shall vest 100% in full on the one-year anniversary date of the grant date, provided, however, that equity granted by the Compensation Committee to a Non-Employee Director appointed to the Company after an AGM or to a Chairman appointed in the middle of the term, may vest at such time as determined by the Compensation Committee as long as that Non-Employee Director or Chairman of the Board continues to serve in such capacity through the vesting date. Notwithstanding the foregoing, if a Non-Employee Director ceases to serve through the vesting date due to death, disability, removal, resignation or retirement, the Compensation Committee shall have the discretion to accelerate the vesting of the equity as of the date of such Non-Employee Director’s cessation of service. Otherwise, such equity shall be forfeited.

f.	Change in Control. The Compensation Committee shall have the discretion to accelerate the vesting of the equity granted under this Section 3 or take other steps specified in the 2012 Plan in the event of a change of control (as defined in the 2012 Plan).

g.	Dividend Equivalents. There will be no dividend equivalents on the RSUs granted under Section 3.

h.

The Plan. The equity granted under this Policy shall be made in accordance with the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan or any successor plan thereto (the 2012 Plan). All applicable terms of the 2012 Plan apply to this Policy as if fully set forth herein except to the extent such other provisions are inconsistent with this Policy, and all grants of equity hereby are subject in all respect to the terms of the 2012 Plan.

i.

Nominal Value. The ordinary shares to be issued upon vesting of the equity granted under this Section 3 must be fully paid up in accordance with the requirements of applicable law and the Company’s memorandum and articles of association and other corporate governance documents by payment of the nominal value per ordinary share. The Compensation Committee shall ensure that payment of the nominal value for any such ordinary shares is received by the Company on behalf of the Non-Employee Director in accordance with the foregoing requirements.

j.	Written Grant Agreement. The award of equity under this Policy shall be made solely by and subject to the terms set forth in a written agreement in a form duly executed by an executive officer of the Company, provided, however that to the extent that the terms of this Policy are inconsistent with any such written agreement, the terms of this Policy shall prevail.

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4.

Policy Subject to Amendment, Modification and Termination. This Policy may be amended, modified or terminated by the Compensation Committee in the future at its sole discretion subject to compliance with applicable law and the Company’s memorandum and articles of association and other corporate governance documents, provided, however, that any amendment or modification to Sections 2(a), 2(b), 3(a) and 3(b) shall require full Board approval. No Non-Employee Director shall have any rights under any equity granted under this Policy unless and until the equity is actually granted. Without limiting the generality of the foregoing, the Compensation Committee and the Board hereby expressly reserves the authority to terminate this Policy during any year.

5.	Effectiveness. This Policy shall become effective upon adoption by the Board.

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1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2015 of Willis Group Holdings plc;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2015 of Willis Group Holdings plc;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.