Common use of Directors’ and Officers’ Insurance and Indemnification Clause in Contracts

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective Date, Aon agrees to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For (a) Prior to the Closing, the Company shall obtain at its cost, and following the Closing, Parent shall cause the Company to maintain in full force and effect for not less than six (6) years from and after the Effective DateClosing, Aon agrees to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time Closing (the “D&O Insurance”) for the benefit of past and present directors and officers of the Company and its Subsidiaries (the “Covered Persons”), that is no substantially equivalent to and in any event not less favorable that WTW’s in the aggregate than the existing policy or, if insurance coverage that is no less favorable is unavailable, policies of the best available coverageCompany and its Subsidiaries relating to errors and omissions of directors and officers; provided, however, that WTW that, the Company shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) % of the last annual premium paid prior to the date of this Agreement (it being understood that Aon Date, but in such case shall nevertheless be obligated to provide purchase as much coverage as may be obtained is available for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred . (300%b) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following that the Effective Time Aon or any of its respective successors or assigns Company (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall make proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume the obligations set forth in this Section 8.46.20. (c) The rights of each Covered Person pursuant to this Section 6.20 shall be in addition to, and not in limitation of, any other rights such Covered Person may have (including any indemnification, exculpation or advancement of expenses rights) under the Organizational Documents of the Company or any of its Subsidiaries, any Contract (including any indemnification agreements between the Company or any of its Subsidiaries, on the one hand, and the officers and directors of the Company or any of its Subsidiaries), or under Applicable Law. The rights and obligations under provisions of this Section 8.4 6.20 shall survive consummation of the Acquisition Closing and shall not be terminated or amended modified in a any manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to Covered Persons (and their respective successors and assigns), it being expressly agreed that the Covered Persons (including their respective successors and assigns) shall be for the benefit third party beneficiaries of, and will be enforceable byentitled to enforce, each Indemnified Party, his or her heirs and his or her legal representativesthis Section 6.20.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and Parent agrees that at all times after the Effective DateTime, Aon agrees shall indemnify, or shall cause the Company (or the Surviving Corporation if after the Effective Time) and its Subsidiaries to indemnify indemnify, each person who is now, or has been at any time prior to the date hereof, a director or officer of the Company or of any of the Company's Subsidiaries, successors and hold harmless all individuals who assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the respective certificates of incorporation or by-laws or in the indemnity agreements, copies of which agreements have been previously provided to Parent, of the Company and such Subsidiaries or otherwise in effect on the date hereof, with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) ("Indemnified Liability") based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries on the date hereof (provided that Parent may substitute therefor policies having at least the same coverage and containing terms and conditions which are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party no less advantageous to the fullest extent permitted persons currently covered by applicable Law; provided such Indemnified Party agrees in advance policies as insured) with respect to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual matters existing or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with Time; provided, however, that if the approval of this Agreement and the consummation aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the Acquisition or any per annum rate of premium currently paid by the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with Company and its Subsidiaries for such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence insurance on the date of this Agreement, which amount is set forth in Section 5.07 of the Disclosure Schedule, then Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. The Parties agree that all rights Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including, without limitation, the transactions contemplated hereby or any personal guarantee they may have given with respect to elimination of any liability, indemnification and advancement obligation or contract of expenses for acts the Company or omissions any of its Subsidiaries, existing or occurring or alleged to have occurred at or prior to the Effective Time, whether asserted then to the extent permitted by law Parent shall, or claimed prior to, at shall cause the Company (or the Surviving Corporation if after the Effective Time) to, now existing periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in favor connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him in respect to which indemnity or reimbursement may be sought against Parent, the Company, the Surviving Corporation or a Subsidiary of the Company or the Surviving Corporation ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except where such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors elect by written notice to such Indemnified Party within 30 days after receipt by any Indemnitor of notice of such Assertion, to assume, the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but, until there is a conflict between the positions of the Indemnified Parties as provided in their respective certificate Party and the Indemnitors, the fees and expenses of incorporation or by-laws (or comparable organizational documents) or in such counsel shall be paid by such Indemnified Party. No Indemnified Party shall settle any agreement Assertion without the prior written consent of Parent, which consent may not be unreasonably withheld, nor shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in Parent settle any Assertion without either (i) WTW Governing Documents and the organizational documents written consent of any WTW Subsidiary and all Indemnified Parties against whom such Assertion was made, or (ii) any other agreements obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of WTW such settlement. The provisions of this Section 5.07 are intended for the benefit of, and WTW Subsidiaries shall be enforceable by, the respective Indemnified Parties. (b) The articles of incorporation and the bylaws of the Surviving Corporation shall contain the provisions with any Indemnified Partyrespect to indemnification, payment of fees and expenses and exculpation from liability set forth in each case, regarding elimination the Company's articles of liability, indemnification of officers, directors incorporation and employees and advancement of expenses that are in existence bylaws on the date of this Agreement, and no such provision which provisions shall not be amended, repealed or otherwise modified or repealed for a period of six years from the Effective Time in any manner that would adversely affect the rights or protections thereunder of individuals who on or at any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or time prior to the Effective Time (including acts were directors, officers, employees or omissions occurring in connection with the approval of this Agreement and the consummation agents of the Acquisition or any Company, unless such modification is required by law. Parent shall guarantee the obligations of the other Transactions). Aon shall cause for an aggregate period Surviving Corporation with respect to the indemnification and payment of not less than six (6) years from fees and expenses provisions contained in the Effective Date, the purchase Surviving Corporation's articles of an insurance incorporation and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events bylaws with respect to acts occurring prior to at or before the Effective Time (including the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth ). (6thc) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent, the Effective Time Aon Surviving Corporation or any of its respective their successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, then and in each such case, proper provision provisions shall be made so that the successors and assigns of AonParent of the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights 5.07. (d) Parent shall use reasonable efforts from and obligations under this Section 8.4 shall survive consummation after the Effective Time to obtain the release of any personal guarantee made by any officer or director of the Acquisition and shall not be terminated or amended in a manner that is adverse Company with respect to any Indemnified Party without obligations, liabilities or contracts of the written consent Company or any of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesits Subsidiaries.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees to the Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless all the individuals who at or any time prior to the Effective Time are past (i) were directors or officers of the Company or any of its present directors, officers or employees former Subsidiaries or corporate parents or (ii) served as treasurer of WTW or WTW Subsidiaries the Company (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledfees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts actions or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, ) to the fullest extent that the Surviving Corporation is permitted by Law or provided pursuant Law, and the Parent shall, and shall cause the Surviving Corporation to, promptly advance expenses as incurred to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on fullest extent that the date of this AgreementSurviving Corporation is permitted by Law. The Parties agree that all rights certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to set forth in the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive and bylaws of the Acquisition Company as amended, restated and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this AgreementAgreement Date, and no such provision which provisions shall not be amended, repealed or otherwise modified or repealed in any manner that would adversely affect the rights or protections thereunder of the Indemnified Parties, unless such modification is required by Law. (b) Without limiting any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the obligations under paragraph (a) of this Section 6.6, from and after the Effective Time (including acts or omissions occurring Time, the Surviving Corporation shall keep in connection full force and effect, and comply with the approval of this Agreement terms and the consummation conditions of, any agreement in effect as of the Acquisition Agreement Date between or among the Company or any of its Subsidiaries and any Indemnified Party providing for the other Transactions). Aon indemnification of such Indemnified Party. (c) The Parent shall cause to be maintained in effect for an aggregate period of not less than six (6) years from the Effective Date, Time the purchase current policies of an directors’ and officers’ liability insurance and indemnification policy in favor of WTWfiduciary liability insurance maintained by the Company and the Company’s current directors Subsidiaries for the Indemnified Parties and officers that provides coverage for events occurring any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (collectively, the “D&O InsuranceInsured Parties”) that is no less favorable that WTW’s existing policy orwith respect to matters occurring at or prior to the Effective Time (including the Transactions), if insurance coverage that is no less favorable is unavailable, so long as the best available coverage; provided, however, that WTW shall annual premium therefore would not be required to pay an annual premium for the D&O Insurance in excess of three-two hundred percent (300200%) of the last annual premium paid prior to the date of Effective Time (the “Maximum Premium”). Notwithstanding anything to the contrary in this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may Agreement, the Company may, prior to the Effective Time substitute therefor Time, purchase a single premium sixso-year tail coverage with respect to D&O Insurance called “Reporting Tail Endorsement” with an annual cost premium not in excess of three-hundred the Maximum Premium, in which case, provided that the Parent causes the Surviving Corporation to maintain such Reporting Tail Endorsement in full force and effect for not less than six (300%6) years from the Effective Time, the Parent shall be relieved from its other obligations under this Section 6.6. (d) This Section 6.6 is intended to benefit the Insured Parties and the Indemnified Parties, and shall be binding on all successors and assigns of the last annual premium paid prior to Parent, the date of this AgreementPurchaser, the Company and the Surviving Corporation. Notwithstanding anything herein to The Parent hereby guarantees the contrary, if any Indemnified Party notifies Aon on or prior to payment and performance by the sixth (6th) anniversary Surviving Corporation of the Effective Time of a matter in respect of which such Person may seek indemnification and other obligations pursuant to this Section 8.46.6 and the certificate of incorporation and bylaws of the Surviving Corporation. (e) After the Effective Time, the provisions Parent guarantees the full performance of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any Surviving Corporation of its respective successors or assigns (i) consolidates with or merges into any other Person covenants and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives6.6.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) years from and after the Effective DateTime, Aon agrees Parent shall cause the Surviving Entity to indemnify and hold harmless all individuals who at past and present directors and officers of the General Partner, the Partnership and any Partnership Subsidiary, and of any Partnership JV if appointed by the Partnership or prior a Partnership Subsidiary to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries serve on its behalf (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ reasonable fees and expenses in advance of the final disposition of any actual or threatened claim, action, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable LawLaw and pursuant to the Partnership Governing Documents or the Organizational Documents of the General Partner or any Partnership Subsidiary and Partnership JV, or any indemnification agreements, if any, in existence on the date of this Agreement; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in each case in connection with such persons serving as an officer, director, employee officer or other fiduciary director of WTW Partnership or any of the WTW Partnership Subsidiaries or of any Person if such service was serving at the request or for of the benefit of WTW General Partner, the Partnership or any Partnership Subsidiary and Partnership JV as a director, officer, employee or agent of the WTW Subsidiariesanother Person, to the fullest extent permitted by Law or and provided pursuant to WTW the Partnership Governing Documents or the organizational documents Organizational Documents of any WTW the General Partner, the Partnership or Partnership Subsidiary and Partnership JV or any indemnification agreements, if any, in existence on the date of this Agreement. In the event of any such indemnity claim: (A) the Surviving Entity shall have the right to control the defense thereof after the Effective Time; and (B) any counsel retained by the Indemnified Parties with respect to the defense thereof for any period after the Effective Time must be reasonably satisfactory to Parent. (b) The Parties agree that for six (6) years after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate articles of incorporation or by-laws (or comparable organizational documentsOrganizational Documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Entity shall cause (or with respect to any Partnership JV use reasonable best efforts to cause) to be maintained in effect the provisions in (i) WTW the Partnership Governing Documents and the organizational documents Organizational Documents of the General Partner, any WTW Partnership Subsidiary or Partnership JV and (ii) any other agreements of WTW and WTW Subsidiaries the General Partner, the Partnership and/or any Partnership Subsidiary or Partnership JV with any Indemnified Party, in each case, regarding elimination or limitation of liability, indemnification of officers, directors directors, employees and employees agents or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement, and shall cause (or with respect to any Partnership JV use reasonable best efforts to cause) that no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon ) without the consent of such Indemnified Party. (c) Parent shall cause the Surviving Entity to maintain, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of an current directors’ and officers’ liability insurance policy maintained by the General Partnership and indemnification policy in favor of WTW’s current directors and officers that provides coverage for the Partnership with respect to claims arising from facts or events occurring at or prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage); provided, however, that WTW the Surviving Entity shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained by the Partnership for such amount)policy and if such premium for such insurance would at any time exceed such cap, then the Surviving Entity shall cause to be maintained an insurance policy which, in the Surviving Entity’s good faith determination, provides the maximum coverage available at an annual premium equal to such cap; provided further provided, further, that WTW may the Partnership may, prior to the Effective Time Time, substitute therefor a single premium six-year tail policy to Partnership’s current directors’ and officer’s liability insurance policy providing equivalent coverage with respect to D&O Insurance with an annual a cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this AgreementAgreement by the Partnership for such policy. Partnership shall reasonably cooperate with Parent prior to the Effective Time to enable Parent, at the election of Parent, to purchase such a tail policy. Notwithstanding anything herein in this Section 6.4 to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 that require the Surviving Entity to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. . (d) In the event following Parent or the Effective Time Aon Surviving Entity or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation Surviving Entity or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Entity, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party6.4. The provisions of this Section 8.4 6.4 shall survive the Effective Time and are intended to be for the benefit of, and will shall be enforceable by, each Indemnified Party, Party and his or her heirs and his Representatives. (e) Nothing in this Agreement is intended to, shall be construed to or her legal representativesshall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Partnership, the Partnership Subsidiaries and the Partnership JVs for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.4 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Insurance and Indemnification. For Parent agrees that at all times after the Effective Time, it shall indemnify, or shall cause the Company (or the Surviving Corporation if after the Effective Time) and its Subsidiaries to indemnify, each person who is now, or has been at any time prior to the date hereof, a director or officer of the Company or of any of the Company's Subsidiaries, successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the respective certificates of incorporation or by-laws of the Company and such Subsidiaries or otherwise in effect on the date hereof, with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) ("Indemnified Liability") based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, maintain in effect for not less than six (6) years from and after the Effective Date, Aon agrees Time the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries on the date hereof (provided that Parent may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to indemnify and hold harmless all individuals who the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time are past or present directorsTime; provided, officers or employees of WTW or WTW Subsidiaries however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed one hundred fifty percent (collectively, the “Indemnified Parties”150%) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition per annum rate of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to premium currently paid by the fullest extent permitted by applicable Law; provided Company and its Subsidiaries for such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence insurance on the date of this Agreement, which amount is set forth in Section 5.14 of the Disclosure Schedule, then Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to one hundred fifty (150%) of such rate. The Parties agree that all rights to elimination of liabilityWithout limiting the foregoing, indemnification and advancement of expenses for acts in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or omissions investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring or alleged to have occurred at or prior to the Effective Time, whether asserted then to the extent permitted by law Parent shall, or claimed prior to, at shall cause the Company (or the Surviving Corporation if after the Effective Time) to, now existing periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in favor connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him in respect to which indemnity or reimbursement may be sought against Parent, the Company, the Surviving Corporation or a Subsidiary of the Company or the Surviving Corporation ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except where such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion, to assume, the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but, until there is a conflict between the positions of the Indemnified Parties as provided in their respective certificate Party and the Indemnitors, the fees and expenses of incorporation or by-laws (or comparable organizational documents) or in such counsel shall be paid by such Indemnified Party. No Indemnified Party shall settle any agreement Assertion without the prior written consent of Parent, nor shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in Parent settle any Assertion without either (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition written consent of all claimsIndemnified Parties against whom such Assertion was made, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers obtaining a general release from the party making the Assertion for all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, Indemnified Parties as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent condition of such Indemnified Partysettlement. The provisions of this Section 8.4 5.12 are intended to be for the benefit of, and will shall be enforceable by, each the respective Indemnified Party, his or her heirs and his or her legal representativesParties.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon agrees Parent shall cause the Surviving Corporation to indemnify and hold harmless all individuals who at or prior to past and present directors and officers of the Effective Time are past or present directors, officers or employees of WTW or WTW Company and the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided provided, however, that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee officer or other fiduciary director of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was serving at the request or for of the benefit of WTW Company or any of the WTW SubsidiariesCompany Subsidiaries as a director, officer, employee or agent of another Person, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Company Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that for six years after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary and (ii) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified Party, in each case, regarding elimination or limitation of liability, indemnification of officers, directors directors, employees and employees agents or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions)) without the consent of such Indemnified Party. Aon At or prior to the Effective Time, Parent shall cause for an aggregate purchase a single premium directors’ and officers’ liability insurance “tail policy” with a claims period of not less than six (6) years from the Effective Date, Time for the purchase benefit of an insurance and indemnification policy in favor of WTWthe Company’s current directors and officers that provides coverage for events acts and omissions as directors, officers, employees and agents of the Company or any Company Subsidiary occurring prior to the Effective Time (the “D&O InsuranceInsurance Policy”) that is no less favorable that WTWthan the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Parent shall not be required to pay an annual premium aggregate cost for the D&O Insurance Policy in excess of three-hundred (300%) 250% of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated Agreement; provided, further, that, if Parent is unable to provide obtain such D&O Insurance Policy as much coverage as may be obtained for such amount); provided further that WTW may prior to of the Effective Time substitute therefor Time, the Company may purchase such a single premium six-year tail coverage with respect to D&O Insurance Policy with an annual aggregate cost not in excess of three-hundred 250% of the last annual premium paid prior to the date of this Agreement; and provided, further, that if the D&O Insurance Policy is not obtained by either Parent or the Company at or prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain in effect, for a period of six (300%6) years from the Effective Time, for the benefit of the Company’s current directors and officers with respect to their acts and omissions as directors, officers, employees or agents of the Company or any Company Subsidiary occurring at or prior to the Effective Time, a directors’ and officers’ liability insurance policy that is no less favorable than the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided that the Surviving Corporation shall not be required to pay an annual premium for such insurance policy in excess of 250% of the last annual premium paid prior to the date of this Agreement, in which case the Surviving Corporation shall obtain the maximum amount of coverage reasonably available for 250% of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein in this Section 6.4 to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 that require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and Parent agrees that at all times after the Effective DateTime, Aon agrees it shall indemnify, or shall cause the Company (or the Surviving Corporation if after the Effective Time) and its Subsidiaries to indemnify indemnify, each person who is now, or has been at any time prior to the date hereof, a director or officer of the Company or of any of the Company's Subsidiaries, successors and hold harmless all individuals who assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the respective certificates of incorporation or by-laws or in the indemnity agreements, copies of which agreements have been previously provided to Parent, of the Company and such Subsidiaries or otherwise in effect on the date hereof, with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) ("Indemnified Liability") based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries on the date hereof (provided that Parent may substitute therefor policies having at least the same coverage and containing terms and conditions which are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party no less advantageous to the fullest extent permitted persons currently covered by applicable Law; provided such Indemnified Party agrees in advance policies as insured) with respect to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual matters existing or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with Time; provided, however, that if the approval of this Agreement and the consummation aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the Acquisition or any per annum rate of premium currently paid by the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with Company and its Subsidiaries for such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence insurance on the date of this Agreement, which amount is set forth in Section 5.14 of the Disclosure Schedule, then Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. The Parties agree that all rights to elimination of liabilityWithout limiting the foregoing, indemnification and advancement of expenses for acts in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or omissions investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring or alleged to have occurred at or prior to the Effective Time, whether asserted then to the extent permitted by law Parent shall, or claimed prior to, at shall cause the Company (or the Surviving Corporation if after the Effective Time) to, now existing periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in favor connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him in respect to which indemnity or reimbursement may be sought against Parent, the Company, the Surviving Corporation or a Subsidiary of the Company or the Surviving Corporation ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except where such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors elect by written notice to such Indemnified Party within 30 days after receipt by any Indemnitor of notice of such Assertion, to assume, the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but, until there is a conflict between the positions of the Indemnified Parties as provided in their respective certificate Party and the Indemnitors, the fees and expenses of incorporation or by-laws (or comparable organizational documents) or in such counsel shall be paid by such Indemnified Party. No Indemnified Party shall settle any agreement Assertion without the prior written consent of Parent, which consent may not be unreasonably withheld, nor shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in Parent settle any Assertion without either (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition written consent of all claimsIndemnified Parties against whom such Assertion was made, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers obtaining a general release from the party making the Assertion for all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, Indemnified Parties as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent condition of such Indemnified Partysettlement. The provisions of this Section 8.4 5.14 are intended to be for the benefit of, and will shall be enforceable by, each the respective Indemnified Party, his or her heirs and his or her legal representativesParties.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the consummation of the Offer through the sixth anniversary of the date the Effective DateTime occurs, Aon agrees to indemnify Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless all individuals any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time are past Time, an officer or present directorsdirector (the "Indemnified Party") of the Company and its Subsidiaries against all losses, officers or employees of WTW or WTW Subsidiaries (collectivelyclaims, the “Indemnified Parties”) against any damages, liabilities, costs or and expenses (including advancing reasonable attorneys’ ' fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledexpenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened action, suit, claim, action, investigation, suit proceeding or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior investigation (each a "Claim") to the Effective Time extent that any such Claim is based on, or arises out of, (including acts i) the fact that such person is or omissions occurring in connection with the approval of this Agreement and the consummation was a director, officer, employee or agent of the Acquisition Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the other Transactions)transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under Delaware law or the Company's Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer, the Company (or the Surviving Corporation if after the Effective Time) shall, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection with such persons serving as an officertherewith), director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, subject to the fullest extent permitted provision by Law or provided pursuant such Indemnified Party of an undertaking to WTW Governing Documents reimburse the amounts so advanced in the event of a final nonappealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. No Indemnified Party may settle any such claim without the prior approval of Parent or the organizational documents of Surviving Corporation (such consent not to be unreasonably withheld). In the event that any WTW Subsidiary claim, action, suit, proceeding or any indemnification agreementsinvestigation is brought against more than one Indemnified Party (whether arising before or after the Effective Time), if any, in existence on the date of this Agreement. The Indemnified Parties as a group shall retain one counsel (plus appropriate local counsel) reasonably satisfactory to Parent or the Surviving Corporation. (b) Parent and the Company agree that all rights to elimination of liability, indemnification and advancement all limitations of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now liability existing in favor of the Indemnified Parties Party as provided in their respective certificate the Company's Certificate of incorporation or byIncorporation and By-laws (or comparable organizational documents) or as in any agreement effect as of the date hereof shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of without any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyamendment thereto, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate a period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior Time to the Effective Time (extent such rights are consistent with the “D&O Insurance”) that is no less favorable that WTW’s existing policy orDGCL; provided that, if insurance coverage that is no less favorable is unavailablein the event any claim or claims are asserted or made within such six year period, the best available coverageall rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims; provided, howeverprovided further, that WTW shall not be any determination required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage made with respect to D&O Insurance whether an Indemnified Party's conduct complies with an annual cost not the standards set forth under Delaware law, the Company's Certificate of Incorporation or By-laws or such agreements, as the case may be, shall be made by independent legal counsel selected by the Indemnified Party and reasonably acceptable to Parent; and provided further, that nothing in excess this Section 5.9 shall impair any rights or obligations of three-hundred (300%) any present or former directors or officers of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth Company. (6thc) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Purchaser or any of its respective their successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 5.9, proper provision shall be made so that the successors and assigns of Aon, as Parent and the case may be, shall Purchaser assume the obligations set forth in this Section 8.4. The rights 5.9 and obligations under this Section 8.4 shall survive consummation none of the Acquisition actions described in clauses (i) or (ii) shall be taken until such provision is made. (d) Parent or the Surviving Corporation shall maintain the Company's existing directors' and officers' liability insurance policy ("D&O Insurance") for a period of not less than six years after the Effective Date; provided, that (i) Parent may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers; (ii) if the existing D&O Insurance expires or is canceled during such period, Parent or the Surviving Corporation will use their reasonable best efforts to obtain substantially similar D&O Insurance, (iii) in no event shall Parent or the Surviving Corporation be required to expend more than an amount per year in excess of 175% of current annual premiums paid by the Company (which the Company represents and warrants to be not be terminated more than $156,000) to maintain or amended in a manner that is adverse to any Indemnified Party without procure insurance coverage pursuant hereto; (iv) if the written consent annual premiums of such Indemnified Party. The provisions insurance coverage would exceed 175% of this Section 8.4 are intended to be current annual premiums, Parent or the Surviving Corporation shall obtain a policy with the greatest coverage available for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesa cost not exceeding 175% of current annual premiums.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume the obligations with respect to indemnify all rights to indemnification, advancement of expenses and hold harmless all individuals who exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors or officers of the Company or any of its Subsidiaries (“Indemnified Parties Parties”) as provided in their respective the Company’s certificate of incorporation incorporation, bylaws or by-laws any indemnification agreement between an Indemnified Party and the Company or any of its Subsidiaries (a complete and accurate copy of each such indemnification agreement has been heretofore Made Available to Parent) (in each case, as in effect on the date hereof or comparable organizational documents) as amended or in any agreement entered into prior to the Closing with the consent of Parent), without further action, as of the Effective Time and such obligations shall survive the Acquisition Merger and shall continue in full force and effecteffect in accordance with their terms. For six (6) years after The certificate of incorporation and bylaws of the Effective Time, Aon Surviving Corporation shall cause to be maintained in effect contain the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyrespect to indemnification, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are and limitation of director liability set forth in existence the certificate of incorporation and bylaws of the Company on the date of this Agreement, and no such provision which provisions thereafter shall not be amended, repealed or otherwise modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such the Indemnified Party Parties. (b) Parent shall obtain, at the Effective Time, a prepaid (or “tail”) directors’ and officers’ liability insurance policy in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective DateTime, covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore Made Available to Parent) (collectively, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O InsuranceInsured Parties”) that is on terms with respect to such coverage and amounts no less favorable that WTW’s existing than those of such policy or, if insurance coverage that is no less favorable is unavailable, in effect on the best available coveragedate of this Agreement; provided, however, that WTW in satisfying its obligations under this Section 6.7(b), Parent shall not be required obligated to pay an annual premium more than $575,000 in the aggregate to obtain such policy. It is understood and agreed that in the event such a policy cannot be obtained for $575,000 or less in the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon aggregate, Parent shall nevertheless be obligated to provide obtain as much coverage for not less than six years from the Effective Time as may be obtained for such $575,000 aggregate amount); provided further . (c) Parent shall pay all reasonable expenses, including reasonable attorney’s fees, that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if be incurred by any Indemnified Party notifies Aon in enforcing the indemnity and other obligations provided in this Section 6.7. (d) This Section 6.7 is intended to benefit the Insured Parties and the Indemnified Parties and their successors, heirs or representatives, and shall be binding on or prior to all successors and assigns of Parent, Merger Sub, the sixth (6th) anniversary Company and the Surviving Corporation. Parent hereby guarantees the payment and performance by the Surviving Corporation of the Effective Time of a matter in respect of which such Person may seek indemnification and other obligations pursuant to this Section 8.4, 6.7 and the provisions certificate of this Section 8.4 shall continue in effect with respect to such matter until incorporation and bylaws of the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. Surviving Corporation. (e) In the event following that Parent, the Effective Time Aon Surviving Corporation or any of its respective their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers all or substantially all conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of Parent or the Surviving Corporation or their respective successors and assigns of Aonor assigns, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives6.7.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six ten (610) years from and after the Effective DateAcceptance Time, Aon agrees to Purchaser shall, and shall cause the Company to, indemnify and hold harmless all individuals who at or prior to the Effective Time are past or and present directors, officers or and employees of WTW or WTW the Company and the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses directly to the relevant attorney in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance in writing to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable non-appealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (on terms consented to by the Company, such consent not to be unreasonably withheld, conditioned, or delayed) in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Acceptance Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Offer or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Acceptance Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was at the request or for the benefit of WTW the Company or any of the WTW Company Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this AgreementLaw. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Acceptance Time, whether asserted or claimed prior to, at or after the Effective Acceptance Time, now existing in favor of the Indemnified Parties as provided in their respective certificate the Company Governing Documents, the organizational documents of incorporation any Company Subsidiary or by-laws (any other applicable agreement or comparable organizational documents) or in any agreement document shall survive the Acquisition consummation of the Offer and shall continue in full force and effect. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Purchaser or the Company on or prior to the sixth anniversary of the Acceptance Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 5.4, the provisions of this Section 5.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (b) For six ten (610) years after the Effective Acceptance Time, Aon Purchaser shall cause to be maintained in effect the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Subsidiary the Company Subsidiaries and (ii) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this AgreementAgreement (the “Exculpation and Indemnification Agreements”), including those Exculpation and Indemnification Agreements listed in Section 5.4(b) of the Company Disclosure Letter; and no such provision described in clauses (i) or (ii) shall be amended, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Acceptance Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Offer or any of the other Transactions). Aon shall cause for an aggregate period of not less than six . (6c) years from At or prior to the Effective DateAcceptance Time, the purchase of an insurance and indemnification policy in favor of WTWCompany shall, using Company’s current directors insurance broker, purchase a “tail policy” to the Company’s current directors’ and officers officers’ liability insurance policy and fiduciary liability policy or policies that provides coverage for events occurring prior to the Effective Acceptance Time, for an aggregate period of not less than ten (10) years from the Acceptance Time (the “Tail Period”), for the benefit of the Company’s past and current directors and officers (the “D&O Insurance”) that is ), which tail policy shall contain the same coverage amounts and shall be no less favorable that WTWthan the Company’s existing policy or policies or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Purchaser shall not be required to pay an annual a total premium for the D&O Insurance in excess of three-hundred (300%) of US $400,000 for the last annual premium paid prior Tail Period. Purchaser shall cause the Company to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for maintain in effect such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance in accordance with an annual cost not in excess of three-hundred its terms throughout the Tail Period. (300%d) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon Purchaser or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonPurchaser, as the case may be, shall assume the obligations set forth in this Section 8.45.4. The rights and obligations under this Section 8.4 5.4 shall survive consummation of the Acquisition Offer and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and after After the earlier of (1) the Effective DateTime or (2) the consummation of the Offer, Aon agrees Parent shall and shall cause the Surviving Corporation (or any successor to indemnify the Surviving Corporation) to indemnify, defend and hold harmless all individuals who at or prior to the Effective Time are past or present directors, and former officers or employees and directors of WTW or WTW the Company and its Subsidiaries (collectively, the “each an "Indemnified Parties”Party") against any costs or all losses, claims, damages, liabilities, fees and expenses (including advancing attorneys’ reasonable fees and expenses in advance disbursements of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), counsel and judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection (provided that any such settlement is effected with any actual the written consent of the Parent or threatened claimthe Surviving Corporation, action, investigation, suit or proceeding in respect such consent not to be unreasonably withheld)) arising out of acts actions or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest full extent permitted by Law or provided pursuant under North Carolina law, such right to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and include advancement of expenses for acts incurred in the defense of any action or omissions occurring or alleged suit; provided that any determination required to have occurred at or prior be made with respect to whether such Indemnified Party is entitled to indemnity hereunder (including without limitation whether, with respect to the Effective Timeindemnification of such Indemnified Party by the Surviving Corporation, whether asserted an Indemnified Party's conduct complies with the standards set forth under the NCBCA), shall be made at Parent's expense by independent counsel mutually acceptable to Parent and the Indemnified Party and; provided further, that nothing herein shall impair any rights or claimed prior toobligations of any present or former directors or officers of the Company. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance, at including coverage with respect to claims arising from facts or after events which occurred before the Effective Time, now existing in favor Time ("D&O Insurance") for a period of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) not less than three years after the Effective TimeDate; provided, Aon that the Parent may substitute therefor policies of substantially similar coverage and amounts containing terms no less favorable to such former directors or officers; provided, further, if the existing D&O Insurance expires, is terminated or cancelled during such period, Parent or the Surviving Corporation will obtain substantially similar D&O Insurance; provided further, however, that in no event shall cause the Company be required to pay aggregate annual premiums for insurance under this Section in excess of 150% of the aggregate annual premiums paid by the Company in 1996 on an annualized basis for such purpose and, in the event that the annual premium for insurance required to be obtained hereunder shall exceed such amount, Parent shall maintain as much of such insurance as may be maintained in effect for such amount. (c) To the extent permitted by applicable law, the articles of incorporation and the bylaws of the Surviving Corporation for so long as it continues to exist shall contain the provisions in (i) WTW Governing Documents and the organizational documents with respect to advancement of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liabilityexpenses, indemnification and exculpation from liability set forth in the Company's Articles of officers, directors Incorporation and employees and advancement of expenses that are in existence Bylaws on the date of this Agreement, and no such provision which provisions shall not be amended, repealed or otherwise modified or repealed for a period of six years from the Effective Time in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at individuals who on or prior to the Effective Time (including acts were directors or omissions occurring in connection with the approval of this Agreement and the consummation officers of the Acquisition Company, unless such modification is required by law. (d) In the event the Company or the Surviving Corporation or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provision shall be made so that the successors and assigns of Aonthe Company or the Surviving Corporation, as the case may be, shall assume honor the indemnification obligations set forth in this Section 8.4. 5.9. (e) The rights obligations of the Company, the Surviving Corporation and obligations Parent under this Section 8.4 shall survive consummation of the Acquisition and 5.9 shall not be terminated terminated, modified or amended assigned in such a manner that is adverse as to adversely affect any Indemnified Party director or officer to whom this Section 5.9 applies without the written consent of such Indemnified Party. The provisions affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.9 applies shall be third-party beneficiaries of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives5.9).

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon agrees Parent shall cause the Surviving Corporation to indemnify and hold harmless all individuals who at or prior to past and present directors and officers of the Effective Time are past or present directors, officers or employees of WTW or WTW Company and the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee officer or other fiduciary director of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was serving at the request or for of the benefit of WTW Company or any of the WTW SubsidiariesCompany Subsidiaries as a director, officer, employee or agent of another Person, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Company Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that for six years after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary and (ii) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified Party, in each case, regarding elimination or limitation of liability, indemnification of officers, directors directors, employees and employees agents or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions)) without the consent of such Indemnified Party. Aon Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Company’s current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTWthan the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood or, if less, the cost of a policy providing coverage on the same terms as the Company’s existing policy as of the date of this Agreement; provided, further, that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW the Company may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein in this Section 6.4 to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 that require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For (a) The Organizational Documents of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation and indemnification than are set forth in Article V of the articles of incorporation of the Company, and Article X of the by-laws of the Company, respectively, which provisions shall not less than be amended, repealed or otherwise modified for a period of six (6) years from and after the Effective DateTime in any manner that would affect adversely the rights thereunder of individuals who, Aon agrees to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present Time, were directors, officers officers, employees, fiduciaries or employees agents of WTW the Company or WTW Subsidiaries any of its Subsidiaries. (b) After the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present and former director and officer of the Company and each Subsidiary (collectively, the “Indemnified Parties”) against any all costs or and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledfees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative (collectively, “Action”), arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, whether occurring on or before the Effective Time, to the fullest extent permitted under the CCC for directors and officers of California corporations (including the requirement that such Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnified Party’s conduct was unlawful), for a period of six years after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation, suit (i) each Indemnified Party will be entitled, subject to applicable Law, to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or proceeding investigation from the Surviving Corporation within ten Business Days of receipt by Merger Sub or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent then required by the CCC, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (ii) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any pending or threatened Action to which an Indemnified Party is a party (and in respect of acts which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or omissions occurring consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or alleged such Indemnified Party otherwise consents, and (iii) the Surviving Corporation shall cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without the Surviving Corporation’s written consent (which consent shall not be unreasonably withheld or delayed); and provided further that, in the event that any claim for indemnification is asserted or made within such six year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. The rights of each Indemnified Party under this Section 6.7(b) shall be in addition to any rights such person may have under the Organizational Documents of the Company and the Surviving Corporation or any of their Subsidiaries, or under any Law or under any agreement of any Indemnified Party with the Company or any of its Subsidiaries. (c) The Surviving Corporation shall cause to be obtained at the Effective Time “tail” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as the Company’s existing policies for claims arising from facts or events that occurred at on or prior to the Effective Time (including acts or omissions occurring as described in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other TransactionsSection 6.7(b), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW in no event shall not the Surviving Corporation be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification expend pursuant to this Section 8.46.7(c) more than a one-time premium payment of no more than 200% of the current annual premium paid by the Company for such insurance; provided, however, that if the cost of the “tail” policy exceeds 200% of the current annual premium paid by the Company for such insurance, the provisions Surviving Corporation will obtain such “tail” policy in such amount and scope as can be obtained for 200% of this the current annual premium. (d) This Section 8.4 6.7 is intended to benefit the Indemnified Parties, and shall continue in effect with respect to such matter until be binding on all successors and assigns of Parent, Merger Sub, the final disposition of all claims, actions, investigations, suits Company and proceedings relating thereto. the Surviving Corporation. (e) In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume succeed to the obligations set forth in this Section 8.4. The 6.7. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and obligations officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its Subsidiaries any of their officers, directors or employees, it being understood and agreed that the indemnification provided for in this Section 8.4 shall survive consummation of the Acquisition and shall 6.7 is not be terminated prior to or amended in a manner that is adverse to substitution for any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesclaims under such policies.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6i) At its option, the Company may obtain or require the Buyer to obtain and maintain, or cause the Buyer Bank to obtain and maintain, in effect for three years from and after the Effective Closing Date, Aon agrees if available, the current directors' and officers' liability insurance policies maintained by the Company or substitute policies of at least the same coverage containing terms and conditions that are not taken as a whole Materially less favorable to indemnify and hold harmless all individuals who at or the insured with respect to matters occurring prior to the Effective Time of the Merger. Such insurance shall cover all Persons and entities who are past currently covered by the Company's existing director's and officers' liability policy (including all existing directors and officers of the Company and its Subsidiaries) and shall include coverage for matters occurring prior to the Effective Time of the Merger. (ii) From and after the Effective Time of the Merger, the Buyer shall, or present directorsshall cause the Buyer Bank to, officers indemnify, defend and hold harmless each Person who is now, or employees who has been at any time before the date hereof or who becomes before the Effective Time of WTW the Merger, an officer or WTW director of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against any costs or all losses, claims, damages, costs, expenses (including advancing reasonable attorneys’ fees and expenses ' fees), liabilities or judgments or amounts that are paid in advance settlement (which settlement shall require the prior written consent of the final disposition Buyer, which consent shall not be unreasonably withheld) of or in connection with any actual or threatened claim, action, suit, proceeding or investigation investigation, whether civil, criminal, or administrative (each a "CLAIM"), in which an Indemnified Person is, or is threatened to each Indemnified Party be made, a party or witness arising in whole or in part out of the fact that such Person is or was a director, officer or employee of the Company or any of its Subsidiaries if such Claim pertains to any matter or fact arising, existing or occurring before the Effective Time (including without limitation the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, at or after the Effective Time of the Merger (the "INDEMNIFIED LIABILITIES"), to the fullest extent permitted by applicable Law; provided Law in effect as of the date hereof or as amended applicable to a time before the Effective Time. Any Indemnified Person wishing to claim indemnification under this Section 6.2(d)(ii), upon learning of any Claim, shall notify the Buyer (but the failure so to so notify shall not relieve the Buyer or the Buyer Bank from any liability that it may have under this Section 6.2(d)(ii), except to the extent such Indemnified Party agrees in advance to return failure Materially prejudices the Buyer or its Subsidiaries). In the event of any such funds Claim, whether arising before, on or after the Effective Time of the Merger, (1) the Buyer shall have the right to assume the defense thereof (in which event the Indemnified Parties will cooperate in the defense of any such matter) and upon such assumption, the Buyer shall not be liable to any Indemnified Person for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Person in connection with the defense therefor, except that if the Buyer elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues that raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties (unless counsel for one or more Indemnified Parties advises his or her client that a conflict exists between his or her client and one or more other Indemnified Parties, in which event the fees and expenses of such counsel shall also be paid by the Buyer) whose reasonable fees and expenses shall be paid promptly as statements are received, (3) the Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld), and (4) the Buyer shall have no obligation hereunder to any Indemnified Person when and if a court of competent jurisdiction has determined in a finalshall ultimately determine, nonappealable judgment and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party Person in the manner contemplated hereby is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted prohibited by applicable Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood acknowledged by the parties hereto that Aon shall nevertheless be obligated to provide as much coverage as in the event of any good faith dispute about the lawfulness of such indemnification, the Buyer or the Buyer Bank may be obtained for place the amounts at issue in escrow pending the final and nonappealable determination of such amountdispute); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) . The obligations of the last annual premium paid prior to Buyer and the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification Buyer Bank pursuant to this Section 8.46.2(d) are intended to be enforceable against the Buyer and the Buyer Bank directly by the Indemnified Parties. The indemnification provided herein shall be in addition to any indemnification rights that any Indemnified Parties may have by Law, pursuant to the provisions articles of this Section 8.4 shall continue in effect with respect to such matter until incorporation or bylaws of the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon Company or any of its respective successors Subsidiaries or assigns (i) consolidates with pursuant to the terms of any employee benefit plan or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to trust for which any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesserves as a fiduciary.

Directors’ and Officers’ Insurance and Indemnification. For not less than (a) Parent shall cause the Surviving Entity and the Parent Operating Partnership to honor and fulfill in all respects the respective obligations of Company to the extent permissible under applicable Law, under the Company Governing Documents (and/or Company OP Governing Documents, as the case may be), in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof previously made available to Parent (the “Indemnification Agreements”) to the individuals covered by such Company Governing Documents (and/or Company OP Governing Documents, as the case may be) Company Subsidiary Governing Documents or Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Merger Effective Time, including in connection with the adoption of this Agreement and approval of the Transactions. (b) Without limiting the provisions of Section 7.4(a), for a period of six (6) years from and after the Merger Effective DateTime, Aon agrees Parent and the Surviving Entity shall, and Parent shall cause the Surviving Entity (in each case, only to the extent the Covered Persons would be permitted to be indemnified by Company or any Company Subsidiary under the Company Governing Documents (and/or the Company OP Governing Documents, as the case may be) or the Company Subsidiary Governing Documents and applicable Law), to: (i) indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) each Covered Person against and from any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledfees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, suit whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding in respect or investigation arises out of acts or omissions occurring pertains to: (A) any action or omission or alleged to have occurred at action or prior to the Effective Time omission in such Covered Person’s capacity as such, or (including acts or omissions occurring in connection with the approval of B) this Agreement and the consummation of the Acquisition or any of the other Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, the Surviving Entity or the Parent Operating Partnership (1) shall be liable for any settlement effected without at least one such Person’s prior written consent (which consent shall not be unreasonably withheld or delayed), whether asserted or claimed prior to, at or after and (2) shall have any obligation hereunder to any Covered Person to the Effective Timeextent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification and expense reimbursement is prohibited by applicable Law, in connection with such persons serving as an officerwhich case the Covered Person shall promptly refund to Parent, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents Surviving Entity or the organizational documents Parent Operating Partnership, as applicable, the amount of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date all such expenses theretofore advanced pursuant hereto. (c) For a period of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Merger Effective Time, Aon Parent shall cause to be maintained in effect the provisions in current policies of directors’ and officers’ liability insurance maintained by Company (iprovided, however, that Parent may substitute therefor policies written by carriers with A.M. Best ratings no lower than the existing policies, providing at least the same coverage and amounts and containing terms and conditions which are no less advantageous) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified respect to claims arising from or repealed in any manner that would adversely affect the rights related to facts or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have events which occurred at or prior to before the Merger Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverageTime; provided, however, that WTW Parent shall not be required obligated to pay make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium for the D&O Insurance in excess of three-hundred (300%) the Base Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if Company in its sole discretion elects, then, in lieu of the last annual premium paid prior to foregoing insurance, effective as of the Merger Effective Time, Company may purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Merger Effective Time with terms, conditions, retentions and limits of liability that are at least as favorable, as provided in Company’s existing policies as of the date of this Agreement hereof. (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%d) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent, the Effective Time Aon Surviving Entity or the Parent Operating Partnership or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume all of the applicable obligations set forth in this Section 8.4. 7.4. (e) The rights Covered Persons (and obligations under their successors and heirs) are intended third party beneficiaries of this Section 8.4 shall survive consummation of the Acquisition 7.4, and this Section 7.4 shall not be terminated or amended in a manner that is adverse to any Indemnified Party the Covered Persons (including their successors and heirs) or terminated without the written consent of such Indemnified Party. The provisions each of this Section 8.4 are intended to be for the benefit of, Covered Persons (including their successors and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesheirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than a period of six (6) years from and after the Effective DateTime, Aon agrees Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company and its Subsidiaries to indemnify the fullest extent permissible under applicable provisions of the DGCL (i) under the Company Certificate and hold harmless Company Bylaws (and the equivalent organizational documents of all individuals who such Company Subsidiaries) in effect on the date hereof (true and correct copies of which previously have been made available to Parent) and (ii) under any indemnification or other similar agreements (the “Indemnification Agreements”) in effect on the date hereof between the Company or any of its Subsidiaries and the current and former directors, officers and other employees of the Company or any Company Subsidiary (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as directors, officers or employees occurring at or prior to the Effective Time are past or present directorsTime, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of Transactions; provided, however, that in the Acquisition event any claim or any of the other Transactions), whether claims are asserted or claimed prior tomade within such six-year period, at or after the Effective Time, all rights to indemnification in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or respect of any such claim or claims shall continue until disposition of any and all such claims. (b) The Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification pursuant to Section 6.5(a) pursuant to the procedures set forth, and to the extent provided in the Company Certificate, the Company Bylaws or the Indemnification Agreements as in effect on the date hereof; provided, however, that any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesto whom expenses are advanced undertakes, to the fullest extent permitted required by Law or provided pursuant to WTW Governing Documents the Company Certificate, the Company Bylaws or the organizational documents DGCL, to repay such advanced expenses if it is ultimately determined that such Person is not entitled to indemnification. (c) For a period of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the certificate of incorporation and bylaws of the Surviving Corporation shall cause contain provisions no less favorable with respect to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyindemnification, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Certificate and Company Bylaws. The Indemnification Agreements with Covered Persons in existence on the date of this Agreement, Agreement that survive the Merger shall continue in full force and no such provision effect in accordance with their terms. (d) The Surviving Corporation shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder maintain and extend all existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to not less than six (6) years after the Effective Time (with respect to claims arising in whole or in part from facts or events that actually or allegedly occurred on or before the Effective Date, including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the Covered Persons than the existing D&O Insurance; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period through no fault of Parent or the Surviving Corporation, the Surviving Corporation shall not obtain substantially similar D&O Insurance; provided further, however, that in no event shall Parent be required to pay an annual premium aggregate premiums for the D&O Insurance insurance under this Section 6.5(d) in excess of three-hundred 200% of the aggregate premiums paid by the Company in 2006 for such purpose (300%the “Base Premium”), the true and correct amount of which is set forth in Section 6.5(d) of the last annual premium paid prior Company Disclosure Schedule; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the date amount of insurance required by this Agreement (it being understood that Aon Section 6.5(d) for such aggregate premium, Parent or the Surviving Corporation shall nevertheless be obligated to provide obtain as much coverage insurance as may can be obtained for such amount); provided further that WTW aggregate premiums not in excess of 200% of the Base Premium. In lieu of the foregoing, the Company may obtain prepaid policies prior to the Effective Time substitute therefor a single premium six-year tail Time, which policies may provide the Covered Persons with D&O Insurance coverage of equivalent amount and on no more favorable terms than that provided by the Company’s current D&O Insurance for an aggregate period of at least six (6) years with respect to D&O Insurance claims arising from facts or events that occurred on or before the Effective Time, including in connection with an annual cost not in excess the approval of three-hundred (300%) of this Agreement and the last annual premium paid Transactions contemplated hereby. If such prepaid policies have been obtained prior to the date Effective Time, Parent and the Surviving Corporation shall be relieved of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to all further obligations under this Section 8.46.5(d); provided, that Parent and the provisions of this Section 8.4 Surviving Corporation shall maintain such policies in full force and effect, and continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. honor its obligations thereunder. (e) In the event following the Effective Time Aon Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume all of the applicable obligations set forth in this Section 8.4. 6.5. (f) The rights Covered Persons (and obligations under their successors and heirs) are intended third party beneficiaries of this Section 8.4 shall survive consummation of the Acquisition 6.5, and this Section 6.5 shall not be terminated or amended in a manner that is adverse to any Indemnified Party the Covered Persons (including their successors and heirs) or terminated without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, Covered Persons (including their successors and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesheirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon agrees to the Surviving Corporation will, and BioTime will cause the Surviving Corporation to, indemnify and hold harmless all individuals who at or prior to the Effective Time are past or and present directors, officers or and employees of WTW or WTW Subsidiaries Asterias (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claimClaim, suitAction, proceeding investigation, suit or investigation proceeding, whether civil, criminal, administrative or investigative, to each Indemnified Party to the fullest extent permitted by applicable Law; provided , as long as such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claimsClaims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claimClaim, actionAction, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons Persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries Asterias or of any Person if such service was at the request or for the benefit of WTW or any of the WTW SubsidiariesAsterias, to the fullest extent permitted by Law or provided pursuant to WTW the Asterias Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all All rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall will survive the Acquisition Merger and shall will continue in full force and effect. For six (6) years after the Effective Time, Aon shall the Surviving Corporation will cause to be maintained in effect the provisions in (i1) WTW the Asterias Governing Documents and the organizational documents of any WTW Subsidiary and (ii2) any other agreements of WTW and WTW Subsidiaries Asterias with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall will be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon shall BioTime will cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Asterias’ current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s than Asterias’ existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, provided however that WTW shall the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) % of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount)Agreement; provided further that WTW Asterias may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) % of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon BioTime on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 shall 6.4 will continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits Claims and proceedings Actions relating thereto. In the event following BioTime or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i1) consolidates with or merges into any other Person and shall will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii2) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall will be made so that the successors and assigns of AonBioTime or the Surviving Corporation, as the case may be, shall will assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 shall 6.4 will survive consummation of the Acquisition Merger and shall will not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 6.4 are intended to be for the benefit of, and will shall be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesRepresentatives. The indemnification and advancement provided for in this Section 6.4 is not exclusive of any other rights to which the Indemnified Party is entitled whether pursuant to Law, contract, or otherwise.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than a period of six (6) years from and after the Effective DateTime, Aon agrees Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company to indemnify the fullest extent permissible under applicable provisions of the DGCL (i) under the Company Certificate and hold harmless all individuals who Company Bylaws in effect on the date hereof (true and correct copies of which previously have been made available to Parent) and (ii) under any indemnification or other similar agreements (the “Indemnification Agreements”) in effect on the date hereof between the Company and the current and former directors, officers and other employees of the Company (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as directors, officers or employees occurring at or prior to the Effective Time are past or present directorsTime, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of Transactions; provided, however, that in the Acquisition event any claim or any of the other Transactions), whether claims are asserted or claimed prior tomade within such six-year period, at or after the Effective Time, all rights to indemnification in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or respect of any such claim or claims shall continue until disposition of any and all such claims. (b) The Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification pursuant to Section 6.5(a) pursuant to the procedures set forth, and to the extent provided in the Company Certificate, the Company Bylaws or the Indemnification Agreements as in effect on the date hereof; provided, however, that any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesto whom expenses are advanced undertakes, to the fullest extent permitted required by Law or provided pursuant to WTW Governing Documents the Company Certificate, the Company Bylaws or the organizational documents DGCL, to repay such advanced expenses if it is ultimately determined that such Person is not entitled to indemnification. (c) For a period of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the certificate of incorporation and bylaws of the Surviving Corporation shall cause contain provisions no less favorable with respect to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyindemnification, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company Certificate and Company Bylaws. The Indemnification Agreements with Covered Persons in existence on the date of this AgreementAgreement that survive the Merger shall continue in full force and effect in accordance with their terms. (d) The Surviving Corporation shall be entitled to assume the defense of any action, suit, investigation or proceeding and the Surviving Corporation shall not be liable to any Covered Person for any legal expenses of separate counsel or any other expenses subsequently incurred by such Covered Person in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel for the Covered Person advises that there are issues that raise conflicts of interest between the Surviving Corporation and the Covered Person, the Covered Person may retain counsel reasonably satisfactory to the Surviving Corporation, and no the Surviving Corporation shall pay all reasonable fees and expenses of such provision counsel for the Covered Person promptly as statements therefor are received; provided, however, that the Surviving Corporation shall not be liable for the fees of more than one counsel for all Covered Persons, other than one local counsel in each jurisdiction, unless a conflict of interest shall be amendedcaused thereby; and provided further, modified or repealed in however, that the Surviving Corporation shall not be liable for any manner that would adversely affect the rights or protections thereunder settlement effected without its written consent. (e) The Surviving Corporation shall maintain and extend all existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to not less than six (6) years after the Effective Time (with respect to claims arising in whole or in part from facts or events that actually or allegedly occurred on or before the Effective Date, including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the Covered Persons than the existing D&O Insurance; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period through no fault of Parent or the Surviving Corporation, the Surviving Corporation shall not obtain substantially similar D&O Insurance; provided further, however, that in no event shall Parent be required to pay an annual premium aggregate premiums for the D&O Insurance insurance under this Section 6.5(e) in excess of three-hundred 200% of the aggregate premiums paid by the Company in 2006 for such purpose (300%the “Base Premium”), the true and correct amount of which is set forth in Section 6.5(e) of the last annual premium paid prior Company Disclosure Schedule; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the date amount of insurance required by this Agreement (it being understood that Aon Section 6.5(e) for such aggregate premium, Parent or the Surviving Corporation shall nevertheless be obligated to provide obtain as much coverage insurance as may can be obtained for such amount); provided further that WTW aggregate premiums not in excess of 200% of the Base Premium. In lieu of the foregoing, the Company may obtain prepaid policies prior to the Effective Time substitute therefor a single premium six-year tail Time, which policies may provide the Covered Persons with D&O Insurance coverage of equivalent amount and on no more favorable terms than that provided by the Company’s current D&O Insurance for an aggregate period of at least six (6) years with respect to D&O Insurance claims arising from facts or events that occurred on or before the Effective Time, including in connection with an annual cost not in excess the approval of three-hundred (300%) of this Agreement and the last annual premium paid Transactions contemplated hereby. If such prepaid policies have been obtained prior to the date Effective Time, Parent and the Surviving Corporation shall be relieved of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to all further obligations under this Section 8.46.5(e); provided, that Parent and the provisions of this Section 8.4 Surviving Corporation shall maintain such policies in full force and effect, and continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. honor its obligations thereunder. (f) In the event following the Effective Time Aon Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume all of the applicable obligations set forth in this Section 8.4. 6.5. (g) The rights Covered Persons (and obligations under their successors and heirs) are intended third party beneficiaries of this Section 8.4 shall survive consummation of the Acquisition 6.5, and this Section 6.5 shall not be terminated or amended in a manner that is adverse to any Indemnified Party the Covered Persons (including their successors and heirs) or terminated without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, Covered Persons (including their successors and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesheirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and after the Effective Date, Aon agrees With respect to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect arising out of acts actions or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with collectively "Losses") arising under Environmental Laws, until the approval death of this Agreement and the consummation of the Acquisition or any of the other Transactionsall indemnified Parties (as defined below), whether asserted or claimed prior toand (b) with respect to all other Losses, at or after until the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary later of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documentsi) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six five (65) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers the final resolution of all or substantially Losses and payment of all of its properties and assets to any Personexpenses described below, thenBarCo shall, and shall cause the Sub, the Company and the Surviving Corporation to, jointly and severally, indemnify, defend and hold harmless the present and former officers and directors of the Company and present and former officers and directors of the Subsidiaries who presently would be indemnified under the Bylaws of the Company or its Subsidiaries or who have indemnity agreements with the Company and the estates, descendants, heirs and beneficiaries of the estates, of all such officers and directors (an "Indemnified Party" and collectively the "Indemnified Parties") against all Losses to the full extent permitted under and in each such caseaccordance with Delaware law, proper provision shall be made so that or the successors and assigns law of Aonthe jurisdictions under which the Subsidiaries are incorporated, as appropriate, or the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation Certificate of Incorporation or Bylaws of the Acquisition Company or the Subsidiaries, as applicable, or applicable indemnification agreements in effect at the date hereof (to the extent consistent with applicable law), including provisions relating to advances of expenses incurred in the defense of any action or suit. BarCo shall use its best efforts to include the Indemnified Parties in any directors' and shall officers' insurance policy BarCo may obtain, provided the additional cost of adding the Indemnified Parties does not be terminated equal or amended in a manner that is adverse to any Indemnified Party exceed the cost of such officers' and directors' insurance policy without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesParties.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective Closing Date, Aon Amazon agrees to indemnify and hold harmless all individuals who at or prior to the Effective Time Closing are past or present directors, officers or employees of WTW Danube or WTW the Danube Subsidiaries (each, together with such Person’s heirs, executors, administrators or Affiliates, an “Indemnified Party” and collectively, the “Indemnified Parties”) against any losses, fines, judgments, claims, damages, liabilities, costs or and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation Proceeding to each Indemnified Party to the fullest extent permitted by applicable Law; provided provided, however, such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities ) and amounts paid in settlement in connection with any actual or threatened claimProceeding, actionwhether civil, investigationcriminal, suit administrative, arbitrative or proceeding investigative, and whether formal or informal, in respect of, arising out of or pertaining to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time Closing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective TimeClosing, including any action or omission in connection with such persons Indemnified Party serving as an officer, director, employee or other fiduciary of WTW Danube or any of the WTW Danube Subsidiaries or of any Person if such service was at the request or for the benefit of WTW Danube or any of the WTW Danube Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Danube Governing Documents or the organizational documents of any WTW Danube Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective TimeClosing, whether asserted or claimed prior to, at or after the Effective TimeClosing, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws the Danube Governing Documents (or or, with respect to the Danube Subsidiaries, as provided in comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective TimeClosing, Aon Amazon shall cause to be maintained in effect the provisions in (i) WTW the Danube Governing Documents and the organizational documents of any WTW Danube Subsidiary and (ii) any other agreements of WTW Danube and WTW the Danube Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are substantially the same as those provisions in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner to the extent that such amendment, modification or repeal would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time Closing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon Amazon shall cause for an aggregate period of not less than six (6) years from the Effective Closing Date, the purchase of an insurance and indemnification policy in favor of WTWDanube’s current directors and officers that provides coverage for events occurring prior to the Effective Time Closing (the “D&O Insurance”) that is no less favorable that WTWthan Danube’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Amazon shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon Amazon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW Danube may prior to the Effective Time Closing substitute therefor a single premium six-year six (6)-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon Amazon on or prior to the sixth (6th) anniversary of the Effective Time Closing of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.47.5, the provisions of this Section 8.4 7.5 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings Proceedings relating thereto. In the event event, following the Effective Time Aon Closing, Amazon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonAmazon, as the case may be, shall assume the obligations set forth in this Section 8.47.5. The rights and obligations under this Section 8.4 7.5 shall survive consummation of the Acquisition Acquisition, shall continue in full force and effect and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified PartyParty (it being expressly agreed that the Indemnified Parties to whom this Section 7.5 applies shall be third-party beneficiaries of this Section 7.5). The provisions of this Section 8.4 7.5 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract, Law or otherwise.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume the obligations with respect to indemnify all rights to indemnification, advancement of expenses and hold harmless all individuals who exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors or officers of the Company or any of its Subsidiaries (“Indemnified Parties Parties”) as provided in their respective the Company’s certificate of incorporation incorporation, bylaws or by-laws any indemnification agreement between an Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof or comparable organizational documents) as amended or in any agreement entered into prior to the Closing with the consent of Parent), without further action, as of the Effective Time and such obligations shall survive the Acquisition Merger and shall continue in full force and effecteffect in accordance with their terms. For six (6) years after The certificate of incorporation and bylaws of the Effective Time, Aon Surviving Corporation shall cause to be maintained in effect contain the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyrespect to indemnification, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are and limitation of director liability set forth in existence the certificate of incorporation and bylaws of the Company on the date of this Agreement, and no such provision which provisions thereafter shall not be amended, repealed or otherwise modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such the Indemnified Party Parties. (b) Parent shall obtain, at the Effective Time, a prepaid (or “tail”) directors’ and officers’ liability insurance policy in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time for six (including acts or omissions occurring 6) years from the Effective Time, covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore made available to Parent) (collectively, the “Insured Parties”) on terms with respect to such coverage and amounts no less favorable than those of such policy in connection with effect on the approval date of this Agreement Agreement; provided, however, that in satisfying its obligations under this Section 6.7(b), Parent shall not be obligated to pay more than $1,040,000 in the aggregate to obtain such policy. It is understood and agreed that in the consummation of event such a policy cannot be obtained for $1,040,000 or less in the Acquisition or any of the other Transactions). Aon aggregate, Parent shall cause be obligated to obtain as much coverage for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such $1,040,000 aggregate amount); provided further . (c) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if be incurred by any Indemnified Party notifies Aon in enforcing the indemnity and other obligations provided in this Section 6.7. (d) This Section 6.7 is intended to benefit the Insured Parties and the Indemnified Parties and their successors, heirs or representatives, and shall be binding on or prior to all successors and assigns of Parent, Sub, the sixth (6th) anniversary Company and the Surviving Corporation. Parent hereby guarantees the payment and performance by the Surviving Corporation of the Effective Time of a matter in respect of which such Person may seek indemnification and other obligations pursuant to this Section 8.4, 6.7 and the provisions certificate of this Section 8.4 shall continue in effect with respect to such matter until incorporation and bylaws of the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. Surviving Corporation. (e) In the event following that Parent, the Effective Time Aon Surviving Corporation or any of its respective their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers all or substantially all conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of Parent or the Surviving Corporation or their respective successors and assigns of Aonor assigns, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives6.7.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees to Parent and the Surviving Company shall indemnify and hold harmless all individuals each current and former director, officer or employee of the Company or any of its Subsidiaries and each Person who served at the Company’s request as a director, officer, member, trustee or prior to the Effective Time are past fiduciary of another corporation, limited liability company, partnership, joint venture, trust, pension or present directorsother employee benefit plan or enterprise (each, officers together with such Person’s heirs, executors or employees of WTW or WTW Subsidiaries (collectivelyadministrators, the an “Indemnified PartiesParty”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledreasonable attorney’s fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, suit whether civil, criminal, administrative or proceeding investigative, arising out of, relating to or in respect of acts connection with actions or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of transactions contemplated by this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, Agreement) to the fullest extent permitted by Law or provided Law, and Parent and the Surviving Company shall, and Parent shall cause the Surviving Company to, promptly advance expenses as incurred to the fullest extent permitted by Law; provided, however, that the Indemnified Party to whom expenses are advanced shall undertake to repay such advanced expenses to the Parent and the Surviving Company , if it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification pursuant to WTW Governing Documents or this Section 6.9(a). The limited liability company agreement of the organizational documents Surviving Company shall contain the provisions with respect to indemnification and advancement of any WTW Subsidiary or any indemnification agreements, if any, expenses set forth in existence the certificate of incorporation and bylaws of the Company on the date of this Agreement. The Parties agree that all rights Agreement (subject to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to any applicable distinctions between the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents DGCL and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified PartyDLLCA), in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision which provisions thereafter shall not be amended, repealed or otherwise modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such the Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time Parties. (including acts or omissions occurring in connection with the approval of this Agreement b) Parent and the consummation of the Acquisition or any of the other Transactions). Aon Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect for an aggregate period of not less than six (6) years from the Effective Date, Time the purchase current policies of an directors’ and officers’ liability insurance and indemnification policy in favor fiduciary liability insurance (including the policies listed on Section 6.9 of WTWthe Company Disclosure Letter) maintained by the Company and the Company’s current directors Subsidiaries for the Indemnified Parties and officers that provides coverage for events occurring any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (collectively, the “D&O InsuranceInsured Parties”) with respect to matters occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement); provided that is Parent and the Surviving Company may substitute therefor policies of substantially the same coverage containing terms and conditions that are no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, advantageous to the best available coverage; Insured Parties and provided, howeverfurther, that WTW in no event shall not Parent and the Surviving Company be required to pay an annual premium premiums for the D&O Insurance insurance under this Section 6.9(b) in excess of three-hundred (300%) % of the last annual premium paid by the Company prior to the date of this Agreement hereof for its existing directors’ and officers’ liability insurance and fiduciary liability insurance (the “Maximum Premium”), it being understood that Aon if such terms and conditions cannot be obtained or can be obtained only by paying an annual premium in excess of the Maximum Premium, Parent shall nevertheless only be obligated required to provide obtain as much coverage similar insurance as may be obtained for such amount); provided further that WTW Maximum Premium. At the Company’s option, the Company may purchase prior to the Effective Time substitute therefor a single premium six-year tail coverage prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (including the policies listed on Section 6.9 of the Company Disclosure Letter) maintained by the Company and its Subsidiaries with respect to D&O Insurance with an annual cost matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby. If the Company does not in excess of three-hundred elect to purchase a prepaid “tail” policy, Parent may, at its option, at or after the Effective Time, purchase a “tail” policy. If such “tail” prepaid policy has been obtained by the Company (300%or Parent pursuant to the preceding sentence) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the contrarySurviving Company, if and no other party shall have any further obligation to purchase or pay for insurance hereunder. (c) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party notifies Aon on in enforcing the indemnity and other obligations provided in this Section 6.9. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificates of incorporation or prior to the sixth (6th) anniversary bylaws or other organization documents of the Effective Time Company or any of a matter in respect its Subsidiaries or the Surviving Company, any other indemnification arrangement, the DGCL or otherwise. (e) This Section 6.9 is intended to benefit the Insured Parties and the Indemnified Parties, and shall be binding on all successors and assigns of which such Person may seek Parent, Merger Subs, the Company and the Surviving Company. Parent hereby guarantees the payment and performance by the Surviving Company of the indemnification and other obligations pursuant to this Section 8.4, 6.9 and the provisions limited liability company agreement of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. Surviving Company. (f) In the event following that Parent, the Effective Time Aon Surviving Company or any of its respective their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers all or substantially all conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of Parent or the Surviving Company or their respective successors and assigns of Aonor assigns, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives6.9.

Directors’ and Officers’ Insurance and Indemnification. For not less than (i) The Buyer shall maintain, or shall cause the Buyer Bank to maintain, in effect for six (6) years from and after the Effective Closing Date, Aon agrees the current directors' and officers' liability insurance policies maintained by the Company; provided, however, that Buyer may substitute therefor policies of at least the same coverage containing terms and conditions that are not taken as a whole Materially less favorable to indemnify and hold harmless all individuals who at or the insured with respect to matters occurring prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries the Holding Company Merger. (collectivelyii) From and after the Effective Time, the “Indemnified Parties”Buyer shall, or shall cause the Buyer Bank to, indemnify, defend and hold harmless each person who is now, or who has been at any time before the date hereof or who becomes before the Effective Time, an officer or director of the Company or Company Bank (the "INDEMNIFIED PARTIES") against any costs or all losses, claims, damages, costs, expenses (including advancing reasonable attorneys’ fees and expenses ' fees), liabilities or judgments or amounts that are paid in advance settlement (which settlement shall require the prior written consent of the final disposition Buyer, which consent shall not be unreasonably withheld) of or in connection with any actual or threatened claim, action, suit, proceeding or investigation to investigation, whether civil, criminal, or administrative (each a "CLAIM"), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company Bank or any of its subsidiaries (including service as a trustee, director or officer of an employee benefit plan or trust or other entity at the request of or in connection with such Person's position with the Company or any of its subsidiaries) if such Claim pertains to any matter or fact arising, existing or occurring before the Effective Time (including without limitation the Mergers and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, at or after the Effective Time (the "INDEMNIFIED LIABILITIES"), to the fullest extent permitted by applicable Law; provided such Law in effect as of the date hereof or as amended applicable to a time before the Effective Time. Any Indemnified Party agrees in advance wishing to return claim indemnification under this SECTION 7.2(G)(II), upon learning of any Claim, shall notify the Buyer (but the failure so to so notify shall not relieve the Buyer or the Buyer Bank from any liability that it may have under this SECTION 7.2(G)(II), except to the extent such failure Materially prejudices the Buyer or its Affiliates). In the event of any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions)Claim, whether asserted or claimed prior toarising before, at on or after the Effective Time, (1) the Buyer shall have the right to assume the defense thereof (in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of which event the Indemnified Parties as provided will cooperate in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder defense of any such matter) and upon such assumption, the Buyer shall not be liable to any Indemnified Party in respect for any legal expenses of acts other counsel or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring any other expenses subsequently incurred by any Indemnified Party in connection with the approval defense therefor, except that if the Buyer elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues that raise conflicts of this Agreement interest between the Buyer and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective DateIndemnified Parties, the purchase Indemnified Parties may retain counsel reasonably satisfactory to them, and the Buyer shall pay the reasonable fees and expenses of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium such counsel for the D&O Insurance in excess of three-hundred Indemnified Parties, (300%2) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon Buyer shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect paragraph to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be pay for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.only

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from The Company shall, to the fullest extent permitted under the applicable provisions of the DGCL, the terms of the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective DateTime, Aon agrees the Surviving Corporation shall, to the fullest extent permitted under the applicable provisions of the DGCL, indemnify and hold harmless all individuals who at harmless, each present and former director, officer or prior to employee of the Effective Time are past Company or present directors, officers or employees of WTW or WTW Subsidiaries any Company Subsidiary (collectively, the “"Company Indemnified Parties”") against any costs or expenses (including advancing reasonable attorneys’ fees ' fees), judgments, losses, claims, damages and expenses liabilities incurred in advance of the final disposition of connection with, and amounts paid in settlement of, any actual or threatened claim, action, suit, proceeding or investigation to each Indemnified Party investigation, whether civil, criminal, administrative or investigative and wherever asserted, brought or filed, based on the fact that such person is or was a director, officer or employee of the Company or any Company Subsidiary and (x) arising out of or pertaining to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance Transactions or (y) otherwise with respect to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual acts or threatened claim, action, investigation, suit omissions or proceeding in respect of alleged acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, in each case for a period of six years after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (whether asserted or claimed prior to, at arising before or after the Effective Time), now existing in favor of (i) any counsel retained by the Company Indemnified Parties as provided in their respective certificate of incorporation or by-laws for any period after the Effective Time must be reasonably satisfactory to the Surviving Corporation, (or comparable organizational documentsii) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect pay the provisions in (i) WTW Governing Documents reasonable fees and the organizational documents expenses of any WTW Subsidiary such counsel, promptly after statements therefor are received, and (iiiii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, the Surviving Corporation will cooperate in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder defense of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coveragematter; provided, however, that WTW the --------- ------- Surviving Corporation shall not be required to pay an annual premium liable for the D&O Insurance in excess of three-hundred any settlement effected without its written consent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon which consent shall nevertheless not be obligated to provide as much coverage as may be obtained for such amountunreasonably withheld or delayed); provided further and provided, further, that, in the event that WTW may prior to the Effective Time substitute therefor a single premium any claim or claims for -------- ------- indemnification are asserted or made within such six-year tail coverage period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Company Indemnified Parties as a group shall be reimbursed for the costs of only one law firm to represent them with respect to D&O Insurance with an annual cost not in excess any single action unless there is, under applicable standards of three-hundred (300%) profes- sional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties. The indemnity agreements of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth Surviving Corporation in this Section 8.4. The rights and obligations under this Section 8.4 5.7 (a) shall survive consummation of extend, on the Acquisition same terms to, and shall not be terminated or amended in a manner that is adverse inure to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, of and will shall be enforceable by, each Indemnified Partyperson or entity who controls, his or her heirs in the past controlled, any present or former director, officer or employee of the Company or any Company Subsidiary. (b) At the Closing, the Surviving Corporation shall purchase directors' and his officers' liability tail insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been made available to Parent) for a period of six years on terms (including the amounts of coverage and the amounts of deductibles, if any) that are no less favorable to the covered persons than the terms now applicable to them under the Company's current policy; provided, -------- however, that in no event shall the Surviving Corporation be required to expend ------- more than $125,000; and provided, further, that, if the premium for such -------- ------- coverage exceeds such amount, the Surviving Corporation shall purchase a policy with the greatest coverage available for such amount, (c) This Section 5.7 shall survive the consummation of the Merger at the Effective Time, and shall be binding on all successors and assigns of the Surviving Corporation (including any transferee of all or her legal representativessubstantially all the assets of Parent or the Surviving Corporation).

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) years from and after the Effective DateTime, Aon agrees to each of Parent and the Surviving Corporation shall indemnify and hold harmless all individuals who at or prior to past and present directors and officers of the Effective Time are past or present directors, officers or employees of WTW or WTW Company and the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided provided, that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons Persons serving as an officer, director, employee director or other fiduciary of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was at the request or for the benefit of WTW the Company or any of the WTW Company Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Subsidiary Company Subsidiary, in each case, in existence on the date of this Agreement or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws bylaws (or comparable organizational documents) or in any agreement that is in existence on the date of this Agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Parent or the Surviving Corporation on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 7.5, the provisions of this Section 7.5 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (6b) years From and after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect effect, and shall fulfill and comply with (and Parent shall cause the Surviving Corporation to fulfill and comply with) the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary that are in existence on the date of this Agreement, and (ii) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified PartyParty in existence on the date of this Agreement, in each case, regarding elimination of liability, indemnification of officers, directors and employees and or advancement of expenses that are in existence on the date of this Agreementexpenses, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon . (c) Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of an insurance and indemnification policy in favor of WTWthat provides coverage for the Company’s current directors and officers that provides coverage and all other Indemnified Parties currently covered by the Company’s directors’ and officers’ liability insurance for liability for events occurring prior to the Effective Time (the “D&O Insurance”) that is ). Such D&O Insurance must be no less favorable that WTWthan the Company’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (it being understood Agreement; provided, further, that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW the Company may prior to the Effective Time substitute therefor for the D&O Insurance a single premium six-year tail coverage or extended reporting period with respect to the D&O Insurance currently in effect with an annual cost of such tail coverage or extended reporting period not in excess of three-three hundred percent (300%) of the last annual premium paid for the D&O Insurance prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth . (6thd) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.47.5. The rights and obligations under this Section 8.4 7.5 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. . (e) The provisions Indemnified Parties shall be express third party beneficiaries of this Section 8.4 7.5. The rights of the Indemnified Parties under this Section 7.5 are intended to be for the benefit ofin addition to, and will be enforceable bynot in substitution for, each Indemnified Partyany other rights to indemnification, his contribution, exculpation or her heirs and his advancement of expenses that any such individual may have under any certificate of incorporation, bylaw, contract or her legal representativesotherwise.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and Without limiting any rights that any Person may have under any employment agreement or Company Benefit Plan, after the Effective DateTime, Aon agrees to indemnify Parent and the Surviving Company shall, jointly and severally, indemnify, defend and hold harmless all individuals who the present and former officers and directors of the Company Entities in such capacities (“Indemnified Parties”) to the fullest extent permitted by Law, in each case against any losses, damages, fines, penalties, expenses (including attorneys’ fees and expenses) or liabilities resulting from any claim, liability, loss, damage, cost or expense (each a “Claim”), asserted against, or incurred by, an Indemnified Party that is based on the fact that such Indemnified Party is or was a director, officer, employee, fiduciary or agent of the Company or any of its Subsidiaries and arising out of actions or omissions or alleged actions or omissions in their capacity as a director, officer, employee, fiduciary or agent of any of the Company Entities occurring at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees in connection with this Agreement and the transactions contemplated hereby). Parent and the Surviving Company shall, jointly and severally, pay expenses in advance of the final disposition of any actual pending or threatened claim, suit, proceeding or investigation Proceeding to each Indemnified Party to the fullest extent permitted by under applicable Law. Each Indemnified Party will be entitled to receive such advances from Parent or the Surviving Entity within ten (10) Business Days of receipt by Parent or the Surviving Entity from the Indemnified Party of a request therefor; provided that any Person to whom expense are advanced provides an undertaking, if and only to the extent required by law, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any Proceeding (and in which indemnification could be sought by such Indemnified Party agrees in advance to return hereunder), unless such settlement, compromise or consent includes any such funds to which a court unconditional release of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled)from all liability arising out of such Claim or such Indemnified Party otherwise consents. Parent and the Surviving Company shall, judgmentsand shall cause their Subsidiaries to, finescooperate in the defense of any such matter. Parent and the Surviving Company agree that all rights to exculpation, losses, claims, damages, liabilities advancement of expenses and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of indemnification for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of current and former officers and directors of any of the Indemnified Parties Company Entities as provided in their respective certificate any Contract listed in Section 6.13 of incorporation the Company Disclosure Letter, any Company Benefit Plan, or by-laws (or comparable organizational documents) or any Company Entity Charter Document, each as in any agreement effect as of the date hereof, shall survive the Acquisition Merger and shall continue in full force and effect. For six effect in accordance with their terms and without regard to any subsequent amendment thereof. (6b) years Prior to Closing, the Company shall purchase (after obtaining the written approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned), and after the Effective Time, Aon the Surviving Company shall cause to be maintained in effect maintain, or if the provisions in (i) WTW Governing Documents Company has not already done so, purchase tail directors’ and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyofficers’ liability insurance coverage, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and at no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior expense to the Effective Time (including acts or omissions occurring in connection beneficiaries, with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate a claims period of not less than six (6) years from the Effective DateTime, with respect to the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers of the Company Entities who are currently covered by existing director’ and officers’ liability insurance with respect to claims arising from facts or events that provides coverage for events occurring prior to occurred before the Effective Time (Time, from an insurance carrier with the “D&O Insurance”) that is same or better credit rating as the Company’s current insurance carrier, in an amount and scope and on terms and conditions no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, to such directors and officers than those in effect on the best available coveragedate of this Agreement; provided, however, that WTW shall not be required to pay an the annual premium for the D&O Insurance in excess of three-hundred (such insurance shall not exceed 300%) % of the last annual per annum rate of premium currently paid prior to by the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained Company Entities for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to insurance on the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following that the Effective Time Aon annual premium for such insurance exceeds such maximum amount, the Parent shall purchase as much coverage per policy year as reasonably obtainable for such maximum amount. (c) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. (d) In the event that the Surviving Company or Parent, or any of its their respective successors or assigns assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aonthe Surviving Company or Parent, as the case may be, shall assume succeed to the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives6.13.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon agrees to indemnify Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall and shall cause each of its Subsidiaries to, indemnify, defend and hold harmless all individuals who at or prior to past and present directors and officers of the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries Company and the Company Subsidiary (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided provided, however, that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons Persons serving as an officer, director, employee officer or other fiduciary of WTW or any director of the WTW Subsidiaries Company or the Company Subsidiary or of any Person if such service was serving at the request or for the benefit of WTW or any of the WTW SubsidiariesCompany or the Company Subsidiary as a director, officer, employee or agent of another Person, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW the Company Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that for six (6) years after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW the Company Subsidiary and (ii) any other agreements of WTW the Company and WTW Subsidiaries the Company Subsidiary with any Indemnified Party, in each case, regarding elimination or limitation of liability, indemnification of officers, directors directors, employees and employees agents or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions)) without the consent of such Indemnified Party. Aon At or prior to the Effective Time, Parent shall cause for an aggregate purchase a single premium directors’ and officers’ liability insurance “tail policy” with a claims period of not less than six (6) years from the Effective Date, Time for the purchase benefit of an insurance and indemnification policy in favor of WTWthe Company’s current directors and officers that provides coverage for events acts and omissions as directors, officers, employees and agents of the Company or the Company Subsidiary occurring prior to the Effective Time (the “D&O InsuranceInsurance Policy”) that is no less favorable that WTWthan the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Parent shall not be required to pay an annual premium aggregate cost for the D&O Insurance Policy in excess of three-hundred (300%) % of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated Agreement; provided, further, that, if Parent is unable to provide obtain such D&O Insurance Policy as much coverage as may be obtained for such amount); provided further that WTW may prior to of the Effective Time substitute therefor Time, the Company may purchase such a single premium six-year tail coverage with respect to D&O Insurance Policy with an annual aggregate cost not in excess of three-hundred 300% of the last annual premium paid prior to the date of this Agreement; provided, further, that if the D&O Insurance Policy is not obtained by either Parent or the Company at or prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain in effect, for a period of six (6) years from the Effective Time, for the benefit of the Company’s current directors and officers with respect to their acts and omissions as directors, officers, employees or agents of the Company or the Company Subsidiary occurring at or prior to the Effective Time, a directors’ and officers’ liability insurance policy that is no less favorable than the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided that the Surviving Corporation shall not be required to pay an annual premium for such insurance policy in excess of 300%) % of the last annual premium paid prior to the date of this Agreement, in which case the Surviving Corporation shall obtain the maximum amount of coverage reasonably available for 300% of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein in this Section 6.4 to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 that require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings Proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any PersonPerson or consummates any division transaction, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 6.4 are intended to be for the benefit of, and will shall be enforceable by, each the Indemnified Party, his or her heirs Parties and his or her legal representativestheir respective heirs.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from Lennar and the Surviving Corporation will at all times after the Effective Date, Aon agrees to Time indemnify and hold harmless all individuals each person who is at the date of this Agreement, or has been at any time prior to the date of this Agreement, a director, officer or employee of the Company or any of its subsidiaries ("Indemnified Parties"), in each case to the fullest extent permitted by applicable law, with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part, or arising in whole or in part out of, any act or omission by that person at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual that person's duties as a director, officer or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation employee of the Acquisition Company or any of the other Transactions), whether asserted its subsidiaries or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesaffiliates, to the fullest same extent permitted by Law and on the same terms (including with respect to advancement of expenses) provided in the Company's Certificate of Incorporation or provided pursuant to WTW Governing Documents By-Laws, or the organizational documents of any WTW Subsidiary or in any indemnification agreements, if any, in existence effect on the date of this Agreement. The Parties agree Lennar or the Surviving Corporation will pay all reasonable expenses, including attorney's fees, that all rights may be incurred by any Indemnified Party in enforcing the indemnity and other obligations of Lennar and the Surviving Corporation under this Paragraph. (b) Lennar will cause the Surviving Corporation to elimination of liability, indemnification and advancement of expenses keep in effect for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For least six (6) years after the Effective Time, Aon shall cause to be Time the policies of directors' and officers' liability insurance maintained in effect by the provisions in (i) WTW Governing Documents Company and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on its subsidiaries at the date of this Agreement, ; provided that (i) Lennar may substitute policies having the same coverage and amounts and containing terms and conditions which are no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior less advantageous to the Effective Time (including acts or omissions occurring persons who are currently covered by the Company's policies and with carriers comparable in connection with terms of credit worthiness to those which have written the approval policies maintained by the Company at the date of this Agreement and (ii) neither Lennar nor the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not Surviving Corporation will be required to pay an annual premium for the D&O Insurance that insurance in excess of three-hundred (300%) of three times the last annual premium paid prior relating to the date of year during which this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.is

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of not less fewer than six (6) years from and after the Effective Date, Aon agrees to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this AgreementParent agrees, and no such provision Parent shall be amendeduse reasonable best efforts to cause, modified the Surviving Corporation (or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior successor to the Effective Time (including acts or omissions occurring in connection with Surviving Corporation) to indemnify, defend and hold harmless the approval of this Agreement present and the consummation former officers and directors of the Acquisition or Company and its Subsidiaries, and persons who become any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring foregoing prior to the Effective Time (the “D&O InsuranceIndemnified Parties”), against all losses, claims, damages, liabilities, costs, fees and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of Parent or the Surviving Corporation, which consent shall not unreasonably be withheld)) that is arising out of or pertaining to actions, omissions or matters existing or occurring at, prior to or after the Effective Time to the fullest extent permissible under applicable provisions of the DGCL, the terms of the Company Charter Documents, the Subsidiary Charter Documents, and under any agreements as in effect at the date hereof (true and correct copies of which have been previously provided to Parent). From and after the Closing, the Articles of Incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to the exculpation and indemnifications than those set forth in the Company Charter Documents, and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Closing Date in any manner that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, would materially adversely affect the best available coveragerights thereunder of any D&O Indemnified Party; provided, however, that WTW in the event any claim or claims are asserted or made within such six year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company’s existing officers’ and directors’ liability insurance covering those officers, directors and other persons that are currently covered by the Company’s directors’ and officers’ liability insurance policy (“D&O Insurance”) for a period of not fewer than six (6) years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors, officers or other persons; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use its reasonable best efforts to obtain substantially similar D&O Insurance; provided, further, that in no event shall Parent be required to pay an annual premium premiums for the D&O Insurance insurance under this Section 5.12(b) in excess of three-hundred (300%) 250% of the last annual premium paid prior by the Company for such insurance coverage (the sum of such six (6) years of annual premiums, the “Maximum D&O Premium”); and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.12(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance (up to the date amount of insurance required by this Agreement (it being understood that Aon shall nevertheless be obligated to provide Section 5.12(b)) as much coverage as may can be obtained for the Maximum D&O Premium. In lieu of the foregoing, the Surviving Corporation may obtain a “tail” policy of substantially equivalent coverage and amounts containing terms no less favorable to such amount); provided further that WTW may former directors, officers or other persons covering events occurring at, prior to or after the Effective Time substitute therefor for a single premium six-year tail coverage with respect to D&O Insurance with an annual cost period of not in excess of three-hundred fewer than six (300%6) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of years after the Effective Time of at a matter in respect of which such Person may seek indemnification pursuant cost not to this Section 8.4, exceed the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. Maximum D&O Premium. (c) In the event following that Parent, the Effective Time Aon Surviving Corporation, any of their respective Subsidiaries or any of its respective their respective, successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall will be made so that the successors and assigns of Aonthe Parent, as the case may be, Surviving Corporation or any such Subsidiary shall succeed to and assume the obligations thereof set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. 5.12. (d) The provisions of this Section 8.4 5.12 are intended to be in addition to the rights otherwise available to the current and former officers, directors, employees and agents of the Company and its Subsidiaries by Legal Requirements, charter, statute, bylaw or agreement, and shall operate for the benefit of, and will shall be enforceable by, each the D&O Indemnified PartyParties, his or her their heirs and his or her legal representativespersonal representatives and shall be binding on the Parent, the Surviving Corporation and their respective successors and assigns.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon agrees Parent shall cause the Surviving Corporation to indemnify and hold harmless all individuals who at or prior to past and present directors and officers of the Effective Time are past or present directors, officers or employees of WTW or WTW Company and the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided provided, however, that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and Agreement, the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee officer or other fiduciary director of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was serving at the request or for of the benefit of WTW Company or any of the WTW SubsidiariesCompany Subsidiaries as a director, officer, employee or agent of another Person, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Company Subsidiary or any indemnification agreementsother agreement, if any, in existence on the date of this Agreement. The Parties agree that for six (6) years after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate the Company Governing Documents or the organizational documents of incorporation any Company Subsidiary or by-laws (or comparable organizational documents) or in any other agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause provide to be maintained in effect the Indemnified Parties the same rights as provided to the Indemnified Parties on the date of this Agreement under the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified PartyCompany Subsidiary, in each case, regarding elimination or limitation of liability, indemnification of officers, directors directors, employees and employees agents or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement, and no the Surviving Corporation’s organizational documents shall not contain any provisions contradictory or otherwise adverse to such provision shall rights or be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and Agreement, the consummation of the Acquisition Merger or any of the other Transactions)) without the consent of such Indemnified Party. Aon Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Company’s current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTWthan the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide or, if less, the cost of a policy providing coverage on the same terms as much coverage the Company’s existing policy as of the date of this Agreement; provided, further, that, at Parent’s option, in lieu of the foregoing insurance coverage, the Company or Surviving Corporation may be obtained for such amount); provided further that WTW may at or prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein in this Section 6.5 to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.5, the provisions of this Section 8.4 6.5 that require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.5. The rights and obligations under this Section 8.4 6.5 shall survive consummation of the Acquisition and Merger and, following the Effective Time, shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 6.5 are intended to be be, following the Effective Time, for the benefit of, and will shall be enforceable Enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For In furtherance and not less than six (6) years from in limitation of any rights that the past and after present directors and officers of Bemis and the Effective Date, Aon agrees to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Bemis Subsidiaries (collectively, the “Indemnified Parties”) may otherwise be entitled to pursuant to those agreements set forth on Section 6.4 of the Bemis Disclosure Letter: (a) From and after the Effective Time, New Holdco shall cause the Surviving Corporation to indemnify and hold harmless all Indemnified Parties against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation Proceeding to each Indemnified Party to the fullest extent permitted by applicable LawLaw and pursuant to the Bemis Governing Documents or the organizational documents of any Bemis Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement and set forth on Section 6.4 of the Bemis Disclosure Letter; provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding Proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions)Time, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee officer or other fiduciary director of WTW Bemis or any of the WTW Bemis Subsidiaries or of any Person if such service was serving at the request or for the benefit of WTW Bemis or any of the WTW SubsidiariesBemis Subsidiaries as a director, officer, employee or agent of another Person, to the fullest extent permitted by applicable Law or and provided pursuant to WTW the Bemis Governing Documents or the organizational documents of any WTW Bemis Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. . (b) The Parties agree that after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate articles of incorporation or by-by laws (or comparable organizational documents) or in any agreement agreement, if any, in existence on the date of this Agreement shall survive the Acquisition Merger and shall continue in full force and effecteffect in accordance with their terms. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Bemis Governing Documents and the organizational documents of any WTW Bemis Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this AgreementAgreement and (ii) any other agreements of Bemis and the Bemis Subsidiaries with any Indemnified Party, if any, in existence on the date of this Agreement and set forth on Section 6.4 of the Bemis Disclosure Letter, in each case, regarding elimination or limitation of liability, indemnification of officers, directors, employees and agents or other fiduciaries and advancement of expenses, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time without the consent of such Indemnified Party. (including acts c) At or omissions occurring in connection with prior to the approval of this Agreement Effective Time, Bemis shall be permitted to, and the consummation of the Acquisition if Bemis is unable to, New Holdco shall, or any of the other Transactions). Aon shall cause the Surviving Corporation to, purchase a prepaid directors’ and officers’ liability “tail” insurance policy or other comparable directors’ and officers’ liability and fiduciary liability policies, in each case providing coverage for an aggregate period of not less than claims asserted prior to and for six (6) years from after the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events Time with respect to any matters existing or occurring at or prior to the Effective Time (and, with respect to claims made prior to or during such period, until final resolution thereof), with levels of coverage, terms, conditions, retentions and limits of liability that are at least as favorable as those contained in Xxxxx’x directors’ and officers’ insurance policies and fiduciary liability insurance policies in effect as of the date hereof (the “D&O Insurance”); provided that (x) that is no less favorable that WTW’s existing policy or, Bemis may not purchase D&O Insurance if the aggregate annual cost exceeds of 300% of the current annual premium paid by Bemis and (y) if the aggregate annual cost for such insurance coverage that is no less favorable is unavailableexceeds 300% of the current annual premium paid by Bemis, the Surviving Corporation shall instead be obligated to obtain D&O Insurance with the best available coverage; provided, however, that WTW shall not be required coverage with respect to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may matters occurring at or prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with for an aggregate annual cost not in excess of three-hundred (300%) % of the last current annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth premium. (6thd) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following New Holdco or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonNew Holdco or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 6.4 are intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified PartyParties, his or her their heirs and his or her legal their representatives. The rights of each Indemnified Party under this Section 6.4 shall be in addition to any rights such individual may have under the Missouri Code.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and after After the Effective DateTime, Aon agrees and subject to indemnify Section 5.8(b), the Buyer shall indemnify, defend and hold harmless all individuals who at or prior to the Effective Time are past or present and former officers, directors, officers or employees and agents of WTW or WTW the Company and any of its Subsidiaries in such capacities (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return Law against any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities, judgments or amounts that are paid in settlement of, or incurred in connection with with, any actual Proceeding to which an Indemnified Party is a party or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time is otherwise involved (including acts as a witness) that is based in whole or omissions occurring in connection with part on, or arising in whole or in part out of, the approval of this Agreement and the consummation fact that such Indemnified Party is or was a director, officer, employee or agent of the Acquisition Company or any of the other Transactions)its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Timea fiduciary under any Company Plan (including, in connection with such persons serving as an officereach case, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW the Company or any of the WTW Subsidiariesits Subsidiaries as a director, to the fullest extent permitted by Law officer, employee, agent, trustee or provided pursuant to WTW Governing Documents partner of another corporation, partnership, trust, joint venture, employee benefit plan or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification other entity and advancement of expenses for including acts or omissions occurring in connection with this Agreement and the transactions contemplated hereby), arising out of actions or omissions or alleged actions or omissions occurring or existing at, or prior to have occurred the Effective Time and whether asserted or claimed at, prior to or after the Effective Time. (b) After the Effective Time, in the event any Indemnified Party becomes involved in any capacity in any Proceeding based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, whether asserted the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (i) the Buyer shall have the right to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties and upon such assumption the Buyer shall not be liable to such Indemnified Party for any legal expenses of other counsel or claimed prior toany other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, at except that if the Buyer elects not to assume such defense or counsel for such Indemnified Party reasonably determines (upon advice of outside counsel) that there are issues that raise conflicts of interest between the Buyer and such Indemnified Party, or among one or more Indemnified Parties, such Indemnified Party may retain counsel reasonably satisfactory to him/her after consultation with the Buyer, and the Buyer shall as promptly as practicable pay the reasonable fees and expenses of such counsel for such Indemnified Party and (ii) the Buyer shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. Any Indemnified Party wishing to claim indemnification under this Section 5.8, upon learning of any such claim, action, suit, proceeding or investigation, shall notify promptly the Buyer thereof, provided that the failure to so notify shall not affect the obligations of the Buyer under this Section 5.8 except to the extent such failure to notify prejudices the Buyer. The Buyer’s obligations under this Section 5.8 shall continue in full force and effect for a period of six years from the Effective Time; provided, now existing however, that all rights to indemnification in favor respect of any claim (a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim. (c) No Indemnified Party shall settle any Claim without the prior written consent of the Buyer, nor shall the Buyer settle any Claim without either (i) the written consent of all Indemnified Parties against whom such Claim was made (which consents shall not be unreasonably withheld, conditioned or delayed), or (ii) obtaining an unconditional general release from all liability arising out of such Proceeding for all Indemnified Parties without admission or finding of wrongdoing as provided a condition of such settlement. The rights of each Indemnified Party under this Section 5.8 shall be in their respective addition to any rights such person may have under the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, under Delaware law or any other applicable Law or pursuant to any employment agreement or indemnification agreement in effect on the date hereof. The provisions of this Section 5.8 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. (d) The Buyer agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or comparable former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organizational documents) documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Acquisition Merger and shall continue in full force and effect. For a period of six (6) years after from the Effective Time, Aon the Buyer shall cause to be maintained maintain in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liabilityexculpation, indemnification of officers, directors and employees and advancement of expenses that are provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organizational documents in existence on effect immediately prior to the date Effective Time or in any indemnification agreements of this Agreementthe Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and no shall not amend, repeal or otherwise modify any such provision shall be amended, modified or repealed provisions in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to individuals who immediately before the Effective Time (including acts were current or omissions occurring in connection with the approval of this Agreement and the consummation former directors, officers or employees of the Acquisition Company or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverageits Subsidiaries; provided, however, that WTW shall not be required all rights to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter indemnification in respect of which any Proceeding pending or asserted within such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 period shall continue in effect with respect to such matter until the final disposition or resolution of all claims, actions, investigations, suits and proceedings relating theretosuch Proceeding. In If the event following the Effective Time Aon Buyer or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent required, proper provision shall be made so that the successors and assigns of Aon, as the case may be, Buyer shall assume the obligations set forth in this Section 8.45.8. (e) On or prior to the Effective Time, the Buyer shall purchase a “tail” directors’ and officers’ liability insurance policy covering the six-year period from and after the Effective Time for the Company and its current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by the Company from a carrier with the same or better credit rating to the Company’s current directors’ and officers’ liability insurance carrier on terms not less favorable to the insured persons than the directors’ and officers’ liability insurance coverage currently maintained by the Company as of the date of this Agreement with respect to claims arising from facts or events that occurred on or before the Effective Time, except that in no event shall the Buyer pay (or become obligated to pay) with respect to such “tail” policy more than the amount set forth on Section 5.8(e) of the Buyer Disclosure Letter (the “Maximum Amount”) unless Buyer, in its sole discretion, elects to pay more than the Maximum Amount for such purpose. The rights and obligations under If the cost of the insurance called for by this Section 8.4 5.8(e) exceeds the Maximum Amount, and the Buyer elects not to spend more than the Maximum Amount for such purpose, the Buyer shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that purchase as much coverage as is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be available for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesMaximum Amount.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and after After the Effective DateTime, Aon agrees to indemnify Parent shall (i) indemnify, defend and hold harmless all individuals who the present and former officers, directors, employees and agents of the Company and any of its Subsidiaries in such capacities (“Indemnified Parties”) to the fullest extent that the Company or any of its Subsidiaries would have been required to do so in accordance with the provisions of each indemnification or similar agreement between the Company or any of its Subsidiaries and any Indemnified Party, in each case against any losses, damages, expenses or liabilities resulting from any claim, liability, loss, damage, cost or expense, asserted against, or incurred by, an Indemnified Party that is based on the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time are past and (ii) take all necessary actions to ensure that Parent’s director’s and officer’s liability insurance continues to cover each Company Director and each officer and director of the Company, in each case so long as they remain employed or present directors, officers retained by Parent or employees any affiliate of WTW Parent (including the Surviving Corporation) as an officer or WTW Subsidiaries director. (collectivelyb) Prior to the Closing, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees Company shall purchase, and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to after the Effective Time (including acts or omissions occurring in connection with the approval Surviving Corporation shall maintain, directors’ and officers’ liability insurance covering, for a period of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or six years after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any the directors and officers of the WTW Company and its Subsidiaries who are currently covered by the Company’s existing directors’ and officers’ liability insurance with respect to claims arising from facts or of any Person if events that occurred before the Effective Time, on terms and conditions substantially similar to such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, directors and officers than those in existence effect on the date of this Agreement. The Parties agree ; provided, however, that all rights to elimination of liability, indemnification and advancement of expenses the aggregate annual premiums for acts or omissions occurring or alleged to have occurred such insurance at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor any time during such period shall not exceed 250% of the Indemnified Parties as provided in their respective certificate per annum rate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive premium currently paid by the Acquisition Company and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW its Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence for such insurance on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and Without limiting any rights that any such Person may have under any employment agreement or Company Benefit Plan of the Company, after the Merger I Effective DateTime, Aon agrees to indemnify Parent and the Surviving Entity shall, jointly and severally, indemnify, defend and hold harmless all individuals who the present and former officers and directors of the Company and any of its Subsidiaries as described in Section 5.8(a) of the Company Disclosure Letter in such capacities (“Indemnified Parties”) to the fullest extent permitted by Law, in each case against any losses, damages, fines, penalties, expenses (including attorneys’ fees and expenses) or liabilities resulting from any claim, liability, loss, damage, cost or expense, asserted against, or incurred by, an Indemnified Party that is based on the fact that such Indemnified Party is or was a director, officer, employee, fiduciary or agent of the Company or any of its Subsidiaries and arising out of actions or omissions or alleged actions or omissions in their capacity as a director, officer, employee, fiduciary or agent of the Company or any of its Subsidiaries occurring at or prior to the Merger I Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees in connection with this Agreement and the transactions and actions contemplated hereby). Parent and the Surviving Entity shall, jointly and severally, pay expenses in advance of the final disposition of any actual proceeding or threatened claimaction, suit, proceeding proceeding, investigation or investigation claim relating to any such acts or omissions or alleged acts or omissions (a “Proceeding”) to each Indemnified Party to the fullest extent permitted by under applicable Law. Each Indemnified Party will be entitled to receive such advances from Parent or the Surviving Entity within ten Business Days of receipt by Parent or the Surviving Entity from the Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by law, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of any judgment in any Proceeding (and in which indemnification could be sought by such Indemnified Party agrees in advance to return any hereunder), unless such funds to which a court settlement, compromise or consent includes an unconditional release of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled)from all liability arising out of such Claim or such Indemnified Party otherwise consents. Parent and the Surviving Entity shall, judgmentsand shall cause their Subsidiaries to, finescooperate in the defense of any such matter. Parent and the Surviving Entity agree that all rights to exculpation, losses, claims, damages, liabilities advancement of expenses and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of indemnification for acts or omissions occurring or alleged to have occurred at or prior to the Merger I Effective Time now existing in favor of the current and former officers and directors of the Company as provided in the certificate of incorporation or bylaws of the Company or any Company Material Contract, employment agreement or Company Benefit Plan, in each case in effect as of the date hereof, shall survive the Mergers and shall continue in full force and effect in accordance with their terms and without amendment thereof. (including acts or omissions occurring in connection with b) Prior to the Closing, the Company shall purchase (after obtaining the written approval of this Agreement and the consummation of the Acquisition Parent, which approval shall not be unreasonably withheld, delayed or any of the other Transactionsconditioned), whether asserted or claimed prior to, at or and after the Merger I Effective Time the Surviving Entity shall maintain, and after Merger II Effective Time, in connection Parent shall maintain or, if the Company has not already done so, purchase tail directors’ and officers’ liability insurance coverage, at no expense to the beneficiaries, with such persons serving as an officera claims period of six years from the Merger I Effective Time, director, employee or other fiduciary of WTW or any with respect to the directors and officers of the WTW Company and its Subsidiaries who are currently covered by the Company’s existing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred before the Merger I Effective Time, from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, in an amount and scope and on terms and conditions no less favorable to such directors and officers than those in effect on the date of any Person if this Agreement; provided, however, that the annual premium for such service was at the request or for the benefit of WTW or any insurance shall not exceed 200% of the WTW Subsidiaries, to per annum rate of premium currently paid by the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence Company and its Subsidiaries for such insurance on the date of this Agreement. The Parties agree In the event that all rights the annual premium for such insurance exceeds such maximum amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for such maximum amount. (c) This covenant is intended to elimination of liabilitybe for the benefit of, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Timeshall be enforceable by, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor each of the Indemnified Parties as provided in and their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement heirs and legal representatives. The indemnification provided for herein shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to not be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents deemed exclusive of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such to which an Indemnified Party in respect of acts is entitled, whether pursuant to law, contract or omissions occurring otherwise. (d) In the event that the Surviving Entity or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Parent, or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its their respective successors or assigns assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aonthe Surviving Entity or Parent, as the case may be, shall assume succeed to the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives5.8.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the Effective Time, Parent shall cause the Surviving Company to, and the Surviving Company shall, indemnify, defend and hold harmless, and to advance expenses as incurred, to the fullest extent permitted under (i) applicable Law, (ii) the Company’s memorandum and articles of association or similar organizational documents in effect as of the date of this Agreement and (iii) any Contract of the Company or its Subsidiaries in effect as of the date of this Agreement and made available to Parent, each present and former director and officer of the Company and its Subsidiaries and each of their respective employees who serves as a fiduciary of a Company Benefit Plan (in each case, when acting in such capacity) (each, an “Indemnitee” and, collectively, the “Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding or investigation, whether civil, criminal, administrative or investigative, whenever asserted, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including in connection with this Agreement or the Transactions. (b) Parent acknowledges that all rights to exculpation, indemnification and advancement of expenses arising from, relating to, or otherwise in respect of, acts or omissions occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions) existing as of the Effective Time in favor of the current or former directors or officers of the Company or any of its Subsidiaries and each of their respective employees who serves as a fiduciary of a Company Benefit Plan as provided in its memorandum and articles of association or other organizational documents shall, to the fullest extent permitted under (i) applicable Law, (ii) the Company’s memorandum and articles of association or similar organizational documents in effect as of the date of this Agreement and (iii) any Contract of the Company or its Subsidiaries in effect as of the date of this Agreement and made available to Parent, survive the Merger and shall continue in full force and effect in accordance with their terms. For not a period of no less than six (6) years from the Effective Time, Parent shall cause the Surviving Company to, and the Surviving Company shall, maintain in effect such exculpation, indemnification and advancement of expenses provisions of the applicable party’s articles and memorandum of association or similar organizational documents in effect as of the date of this Agreement and the exculpation, indemnification and advancement of expenses provisions in any Contract of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect as of the date of this Agreement and made available to Parent, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the final disposition of such Proceeding. (c) For six (6) years from and after the Effective DateTime, Aon agrees to indemnify Parent shall cause the Surviving Company to, and hold harmless all individuals who at or prior to the Effective Time are past or present directorsSurviving Company shall, officers or employees of WTW or WTW Subsidiaries (collectively, maintain for the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance benefit of the final disposition directors and officers of any actual or threatened claimthe Company, suit, proceeding or investigation to each Indemnified Party to as of the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval date of this Agreement and the consummation as of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Closing Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring at or prior to the Effective Time (the “D&O Insurance”) that is no substantially equivalent to and in any event not less favorable that WTW’s in the aggregate than the existing policy of the Company, or, if substantially equivalent insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Parent and the Surviving Company shall not be required to pay an annual premium for the D&O Insurance Insurance, in the aggregate, in excess of three-hundred (300%) % of the last annual premium paid by the Company prior to the date of this Agreement (the “Base Amount”), it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained if the total premiums payable for such amount); provided further that WTW may insurance coverage exceeds the Base Amount, Parent shall obtain a policy with the greatest coverage available for a cost equal to the Base Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the Effective Time substitute therefor a single premium six-year tail Time, which policies provide such directors and officers with such coverage for an aggregate period of six (6) years with respect to D&O Insurance with an annual cost not claims arising from facts or events that occurred on or before the Effective Time, including in excess of three-hundred (300%) of the last annual premium paid prior to the date respect of this AgreementAgreement or the Transactions. Notwithstanding For the avoidance of doubt, and notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or the Company shall be permitted, at its sole discretion, to obtain such prepaid policies that provide such coverage prior to the sixth Effective Time; provided, however, that the Company shall not commit or spend on such “tail” policy, in the aggregate, more than the Base Amount. (6thd) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following that either Parent or the Effective Time Aon Surviving Company or any of its respective successors or assigns (i) consolidates with or merges into any other Person person and shall is not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent shall, and shall cause the Surviving Company to, cause proper provision shall to be made so that the successors and assigns of Aon, as the case may be, such successor or assign shall expressly assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. 5.10(d). (e) The provisions of this Section 8.4 5.10 are (i) intended to be for the benefit of, and will shall be enforceable by, each Indemnified PartyIndemnitee, his or her heirs and his or her legal representatives, who shall have the express right to enforce Section 5.10 pursuant to the terms of The Contracts (Rights of Third Parties) Act, 2014, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the Company’s memorandum and articles of association or similar organizational documents in effect as of the date of this Agreement or in any Contract of the Company or its Subsidiaries in effect as of the date of this Agreement. The obligations of Parent and the Surviving Company under this Section 5.10 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5.10 applies unless the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 5.10 applies shall be third party beneficiaries of this Section 5.10). (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or employees, it being understood and agreed that the indemnification or advancement of expenses provided for in this Section 5.10(f) is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective Dateconsummation of the Merger, Aon agrees to indemnify the parties shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless all individuals any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time are past Time, an officer or present directorsdirector (the "INDEMNIFIED PARTY") of the Company and its subsidiaries against all losses, officers or employees of WTW or WTW Subsidiaries (collectivelyclaims, the “Indemnified Parties”) against any damages, liabilities, costs or and expenses (including advancing attorneys’ ' fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledexpenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement settlement, with the written approval of the Surviving Corporation (which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, action, investigation, suit proceeding or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior investigation (each a "CLAIM") to the Effective Time extent that any such Claim is based on, or arises out of, (including acts i) the fact that such person is or omissions occurring in connection with the approval of this Agreement and the consummation was a director, officer, employee or agent of the Acquisition Company or any subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the other Transactions)transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under Delaware law or the Company's Certificate of Incorporation, Bylaws or indemnification agreements in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was effect at the request or for date hereof. (b) Merger Sub and the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties Company agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now all limitations on liability existing in favor of the Indemnified Parties Party as provided in their respective certificate the Company's Certificate of incorporation or by-laws (or comparable organizational documents) or Incorporation and Bylaws as in any agreement effect as of the date hereof shall survive the Acquisition Merger and shall continue in full force and effect. For , without any amendment thereto, to the extent such rights are consistent with the DGCL; provided that in the event any claim or claims are asserted or made within such six (6) years after the Effective Timeyear period, Aon shall cause all rights to be maintained indemnification in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder respect of any such Indemnified Party in respect claim or claims shall continue until disposition of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement any and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverageall such claims; provided, howeverprovided further, that WTW shall not be any determination required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage made with respect to D&O Insurance whether an Indemnified Party's conduct complies with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4standards set forth under Delaware law, the provisions Company's Certificate of this Section 8.4 shall continue in effect with respect to Incorporation or Bylaws or such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aonagreements, as the case may be, shall assume be made by independent legal counsel selected by the obligations set forth Indemnified Party and reasonably acceptable to the Surviving Corporation; and, provided further, that nothing in this Section 8.4. The 6.05 shall impair any rights and or obligations under this Section 8.4 shall survive consummation of any present or former directors or officers of the Acquisition Company. (c) The parties shall cause the Surviving Corporation to maintain the Company's existing officers' and directors' liability insurance policy ("D&O INSURANCE") for a period of not less than five (5) years after the Effective Date; provided, that the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers ("SUBSTANTIALLY SIMILAR D&O INSURANCE") so long as such substitution does not result in gaps or lapses in coverage; provided, further, if the existing D&O Insurance expires or is cancelled during such period, Merger Sub or the Surviving Corporation will use its best efforts to obtain Substantially Similar D&O Insurance; provided, however, that if the aggregate annual premiums for such D&O Insurance (or successor insurance policy) at any time during such period exceed 500% of the per annum rate of premiums currently paid by the Company for such insurance on the date of this Agreement or $250,000, then the parties will cause the Surviving Corporation to, and the Surviving Corporation will, provide the maximum coverage that shall not then be terminated or amended in a manner that is adverse available at an annual premium equal to any Indemnified Party without the written consent 500% of such Indemnified Party. rate (provided, however, that in no event shall the Company be required to pay any annual premiums in excess of $250,000). (d) The provisions of this Section 8.4 6.05 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and will shall be enforceable by, each the Indemnified PartyParties, his or her their heirs and his or her legal personal representatives, and shall be binding on the Surviving Corporation and its respective successors and assigns.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) years from and after the Effective DateTime, Aon agrees Purchaser shall cause the Surviving Corporation to indemnify and hold harmless all harmless, to the greatest extent permitted by law as of the date of this Agreement, the individuals who at on or prior to the Effective Time are past or present directorswere officers, officers or directors and employees of WTW the Company or WTW its Subsidiaries (collectively, the “Indemnified PartiesIndemnitees”) against with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any costs or expenses of its Subsidiaries at any time prior to the Effective Time. Purchaser shall cause the Surviving Corporation to honor all indemnification agreements with Indemnitees (including advancing attorneys’ fees and expenses under the Company’s by-laws) in advance effect as of the final disposition of any actual or threatened claim, suit, proceeding or investigation date hereof in accordance with the terms thereof. The Company has disclosed to each Indemnified Party Purchaser all such indemnification agreements prior to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court date of competent jurisdiction has determined in a finalthis Agreement. (b) For six years after the Effective Time, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities Purchaser shall procure the provision of officers’ and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding directors’ liability insurance in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring covering each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and in connection with the approval amounts no less favorable than those of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, such policy in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence effect on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coveragehereof; provided, however, that WTW if the annual aggregate premiums for such insurance at any time during such period shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) exceed 200% of the last annual per annum rate of premium paid prior to by the Company and its Subsidiaries as of the date of this Agreement (it being understood that Aon hereof for such insurance, then the Purchaser shall nevertheless solely be obligated to provide as much coverage such officers’ and directors’ liability insurance as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 200% of such consolidation or merger or per annum rate of premium. (iic) transfers all or substantially all The obligations of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations Purchaser under this Section 8.4 shall survive consummation of the Acquisition and 6.5 shall not be terminated or amended modified in such a manner that is adverse as to adversely affect any Indemnified Party Indemnitee to whom this Section 6.5 applies without the written consent of such Indemnified Party. affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.5 applies shall be third party beneficiaries of this Section 6.5). (d) The provisions of this Section 8.4 6.5 are intended to be for the benefit of, and will shall be enforceable by, each Indemnified Party, Indemnitee and his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees Parent shall cause the Surviving Corporation to indemnify and hold harmless all individuals who harmless, and provide advancement of expenses to, the present and former officers and directors of the Acquired Companies (each, an “Indemnified Party”) in respect of acts or omissions in their capacity as an officer or director of any of the Acquired Companies or any of their respective predecessors or as an officer, director, fiduciary or agent of another enterprise if the Indemnified Party was serving in such capacity at the request of any of the Acquired Companies or any of their respective predecessors, in any case occurring at or prior to the Effective Time are past or present directorsTime, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by the DGCL or any other applicable Law; Law or provided such under the Organizational Documents or any other agreement set forth on Section 6.5(a) of the Company Disclosure Letter. In the event of any threatened or pending Legal Proceeding to which an Indemnified Party agrees in advance to return any such funds is, has been or becomes a party or with respect to which an Indemnified Party is, has been or becomes otherwise involved (including as a court of competent jurisdiction has determined witness), arising in a finalwhole or in part out of, nonappealable judgment such or pertaining in whole or in part to, the fact that the Indemnified Party is not ultimately entitled)or was an officer or director of any of the Acquired Companies or any of their respective predecessors or is or was serving at the request of any of the Acquired Companies or any of their respective predecessors as an officer, judgmentsdirector, finesfiduciary or agent of another enterprise (including any Legal Proceeding arising out of or pertaining to matters occurring or existing or alleged to have occurred or existed, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred occurred, at or prior to the Effective Time (including acts Time, or omissions occurring in connection with the approval arising out of or pertaining to this Agreement and the consummation of the Acquisition or any of the other Transactionstransactions and actions contemplated hereby), whether asserted Parent shall cause the Surviving Corporation (i) to advance reasonable and documented fees, costs and expenses (including reasonable and documented attorney’s fees and disbursements) incurred by each Indemnified Party in connection with and prior to the final disposition of such Legal Proceedings, such fees, costs and expenses to be advanced within ten Business Days of receipt by Parent or claimed prior tothe Surviving Corporation from the Indemnified Party of a written request therefor, at provided that such Indemnified Party delivers an undertaking to the Surviving Corporation, agreeing to repay such advanced fees, costs and expenses if it is determined by a court of competent jurisdiction in a final nonappealable Order that such Indemnified Party was not entitled to indemnification with respect to such fees, costs and expenses and (ii) not to settle, compromise or after consent to the entry of any judgment in any Legal Proceeding in which indemnification could be sought by such Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or such Indemnified Party otherwise consents in writing. For clarity, the indemnification herein shall also pertain to any retentions or deductibles under the D&O Insurance. (b) For six years following the Effective Time, Parent shall cause all provisions in connection with the Surviving Corporation’s certificate of incorporation and bylaws (or in such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any successor to the business of the Surviving Corporation) regarding (i) elimination of liability of directors, (ii) indemnification agreementsof officers, if anydirectors and employees and (iii) advancement of expenses, in each case, to be no less advantageous to the intended beneficiaries than the corresponding provisions of the Organizational Documents in existence on the date of this Agreement. . (c) The Parties agree that all rights to elimination of liabilityCompany shall purchase, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or claimed prior to, at or after before the Effective Time, now existing in favor covering without limitation the Contemplated Transaction; provided, however, that the premium amount to be paid for such “tail policy” shall not exceed 300% of the Indemnified Parties as provided amount paid by the Company for coverage in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in its last full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time fiscal year (the “D&O Insurance”). (d) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailableIf Parent, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. 6.5. (e) The provisions of this Section 8.4 6.5 shall survive the Offer Closing and the consummation of the Merger and are intended to be for the benefit of, and will shall be enforceable by, each Indemnified Party, Party referred to in this Section 6.5 and his or her heirs and his representatives, and are in addition to, and not in substitution for, any other rights that any such person may have under the certificate of incorporation, bylaws or her legal representativesother governing documents of any of the Acquired Companies, under the DGCL or any other applicable Law or under any agreement of any Indemnified Party with any of the Acquired Companies or otherwise.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW the Company or WTW the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was at the request or for the benefit of WTW the Company or any of the WTW Company Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Company Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary and (ii) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Company’s current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTWthan the Company’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon Parent shall nevertheless be obligated to provide as much coverage as may be obtained for such 300% amount); provided further that WTW the Company may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 6.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective Dateconsummation of the Merger, Aon agrees to indemnify Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless all individuals any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time are past or present directorsTime, officers or employees of WTW or WTW Subsidiaries an officer, director, employee and agent (collectively, the “Indemnified PartiesParty”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, Company and/or its Subsidiaries against all losses, claims, damages, liabilities liabilities, costs and expenses (including attorney’s fees and expenses), judgments, amounts paid in settlement, any such settlement to be with the approval of the indemnifying party (which approval shall not be unreasonably withheld), and fines in connection with any actual or threatened action, suit, claim, actionproceeding or investigation whether civil, investigationcriminal, suit administrative, or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior investigative, (each a “Claim”) to the Effective Time extent that any such Claim is based on, arises out of, or pertains to (including acts i) the fact that such person is or omissions occurring in connection with the approval of this Agreement and the consummation was a director, officer, employee or agent of the Acquisition Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the other Transactions)transactions contemplated hereby, in each case, to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officerto the full extent permitted under applicable Law and the Company’s articles of incorporation, director, employee by-laws or other fiduciary of WTW or any indemnification agreements in effect as of the WTW Subsidiaries or date hereof, including provisions relating to advancement of expenses incurred in the defense of any Person if action or suit. Any Indemnified Party wishing to claim indemnification under this Section 4.6, upon learning of any such service was at claim, action, suit, proceeding or investigation, shall promptly notify Parent, Merger Sub or the request or for Surviving Corporation and shall deliver to Merger Sub and the benefit of WTW or any Surviving Corporation the undertaking contemplated by Section 17-6305(e) of the WTW SubsidiariesKGCC. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, to under applicable standards of professional conduct, a conflict on any significant issue between the fullest extent permitted by Law positions of any two or provided pursuant to WTW Governing Documents more Indemnified Parties. In the event any Indemnified Party brings any action against Parent or the organizational documents of any WTW Subsidiary Surviving Corporation to enforce rights or any indemnification agreementsto collect monies due under this Section 4.6, if anythe prevailing party in such action shall be entitled to recover its costs, in existence on including reasonable attorneys’ fees and costs. (b) Parent and the date of this Agreement. The Parties Company agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now all limitations on liability existing in favor of the any Indemnified Parties Party as provided in their respective certificate the Company’s articles of incorporation or and by-laws (or comparable organizational documents) or as in any agreement effect as of the date hereof shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of without any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyamendment thereto, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate a period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverageTime; provided, howeverthat, in the event any Claim or Claims are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims; provided, further, that WTW shall not be any determination required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage made with respect to D&O Insurance whether an Indemnified Party’s conduct complies with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4standards set forth under applicable Law, the provisions Company’s articles of this Section 8.4 incorporation or by-laws or such agreements, as the case may be, shall continue in effect with respect be made by independent legal counsel selected by Parent and reasonably acceptable to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. Indemnified Party. (c) In the event following the Effective Time Aon Parent or Merger Sub or any of its respective their successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 4.6, proper provision shall be made so that the successors and assigns of AonParent or Merger Sub, as the case may beapplicable, shall assume the obligations set forth in this Section 8.4. The rights 4.6 and obligations none of the actions described in clauses (i) or (ii) shall be taken until such provision is made. (d) Parent or the Surviving Corporation shall maintain the Company’s existing officers’ and directors’ liability insurance policy (“D&O Insurance”) for a period of not less than six years after the Closing Date; provided, that the Parent may substitute therefor policies of the same or substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers; provided, further, that notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be required to pay in any one year aggregate premiums for D&O Insurance under this Section 8.4 4.6 in excess of 200% of the aggregate premiums paid by the Company in fiscal 2015 for such purposes. In the event that, in any one year, the aggregate premiums for D&O Insurance exceed 200% of the aggregate premiums paid by the Company in fiscal 2015 for such purposes, Parent or the Surviving Corporation shall purchase the highest level of D&O Insurance coverage available for 200% of the aggregate premiums paid by the Company in fiscal 2015. (e) This Section 4.6 will survive the consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without binding on all successors and assigns of the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, Surviving Corporation and will shall be enforceable by, each by all Indemnified Party, his or her heirs and his or her legal representativesParties.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from and after After the Effective DateTime, Aon agrees to indemnify Parent shall (i) indemnify, defend and hold harmless all individuals who the present and former officers, directors, employees and agents of the Company and any of its Subsidiaries in such capacities (“Indemnified Parties”) to the fullest extent permitted by applicable Law, in each case against any losses, damages, expenses or liabilities resulting from any claim, liability, loss, damage, cost or expense, asserted against, or incurred by, an Indemnified Party that is based on the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries and arising out of or pertaining to actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time are past and (ii) take all necessary actions to ensure that Parent’s director’s and officer’s liability insurance continues to cover each Company Director and each officer and director of the Company, in each case so long as they remain employed or present directorsretained by Parent or any affiliate of Parent as an officer or director. In the event of any such claim, officers action, suit, proceeding or employees of WTW or WTW Subsidiaries investigation (collectivelyan “Action”), (i) Parent shall pay, as incurred, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party such Action to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees , and, if required, upon receipt of any undertaking required by applicable Law, and (ii) Parent will cooperate in advance to return the defense of any such funds matter; provided, however, Parent shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). With respect to which a court any determination of competent jurisdiction has determined in a final, nonappealable judgment such whether an Indemnified Party is entitled to indemnification by Parent under this Section 5.8, the Indemnified Party shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Indemnified Party and approved by Parent (which approval shall not ultimately entitledbe unreasonably withheld), judgmentsand who has not otherwise performed material services for Parent or the Indemnified Party within the last three years. (b) The rights to indemnification hereunder, finesincluding provisions relating to advances of expenses incurred in defense of any action or suit, lossesor in the certificate of incorporation, claims, damages, liabilities bylaws and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation indemnification agreement of the Acquisition Company or any of the other Transactions), whether asserted or claimed prior to, at or after its Subsidiaries with respect to matters occurring through the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For . (c) At the Effective Time, Parent shall maintain, directors’ and officers’ liability insurance under a policy and with a company reasonably acceptable to the Company covering, for a period of six (6) years after the Effective Time, Aon shall cause the directors and officers of the Company and its Subsidiaries who are or at any time prior to be maintained the Effective Time were covered by the Company’s existing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred before the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time), with coverage substantially similar to such directors’ and officers’ liability insurance in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision . (d) The rights of each Indemnified Party hereunder shall be amended, modified or repealed in addition to any manner that would adversely affect the other rights or protections thereunder of any such Indemnified Party in respect may have under the certificate of acts incorporation or omissions occurring bylaws of the Company, or alleged to have occurred at any of their respective Subsidiaries, under the DGCL or prior to the Effective Time (including acts or omissions occurring in connection with the approval otherwise. The provisions of this Agreement and Section 5.8 shall survive the consummation of the Acquisition or any Merger, are expressly intended to benefit each of the other Transactions). Aon shall cause for an aggregate period of Indemnified Parties, and may not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to be amended or terminated after the Effective Time in a manner contrary to the interest of an Indemnified Party without the consent of such Indemnified Party. (the “D&O Insurance”e) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailableNotwithstanding any other provisions hereof, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance obligations of Parent contained in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, 5.8 shall be binding upon the provisions successors and assigns of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating theretoParent. In the event following the Effective Time Aon Parent or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, Parent shall assume and honor the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives5.8.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees Cyclone shall cause the Surviving Corporation to indemnify and hold harmless all individuals who at or prior to past and present directors and officers of Hurricane and the Effective Time are past or present directors, officers or employees of WTW or WTW Hurricane Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or expenses (including advancing reasonable attorneys’ ' fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable LawLaw and pursuant to the Hurricane Governing Documents or the organizational documents of any Hurricane Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement; provided provided, that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee officer or other fiduciary director of WTW Hurricane or any of the WTW Hurricane Subsidiaries or of any Person if such service was serving at the request or for the benefit of WTW Hurricane or any of the WTW SubsidiariesHurricane Subsidiaries as a director, officer, employee or agent of another Person, to the fullest extent permitted by Law or and provided pursuant to WTW the Hurricane Governing Documents or the organizational documents of any WTW Hurricane Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. . (b) The Parties agree that after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Hurricane Governing Documents and the organizational documents of any WTW Hurricane Subsidiary and (ii) any other agreements of WTW Hurricane and WTW the Hurricane Subsidiaries with any Indemnified Party, in each case, regarding elimination or limitation of liability, indemnification of officers, directors directors, employees and employees agents or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon ) without the consent of such Indemnified Party. (c) Cyclone shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Hurricane's current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “"D&O Insurance”") that is no less favorable that WTW’s than Hurricane's existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood or, if less, the cost of a policy providing coverage on the same terms as Hurricane's existing policy as of the date of this Agreement; provided, further, that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW Hurricane may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein in this Section 6.4 to the contrary, if any Indemnified Party notifies Aon Cyclone on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 that require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. . (d) In the event following Cyclone or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonCyclone or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon agrees to Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW the Company or WTW the Company Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of the Company or the Company Subsidiaries (collectively, the “Company Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Company Indemnified Party to the fullest extent permitted by applicable Law; provided that such Company Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment adjudication such Company Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons Persons serving as an officer, director, employee or other fiduciary of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was at the request or for the benefit of WTW the Company or any of the WTW Company Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Company Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. For not less than six (6) years from and after the Effective Time, Parent shall and shall also cause the Surviving Corporation to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of Parent or the Parent Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Parent or the Parent Subsidiaries (collectively, the “Parent Indemnified Parties” and, together with the Company Indemnified Parties, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Parent Indemnified Party to the fullest extent permitted by Law; provided that such Parent Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable adjudication such Parent Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such Persons serving as an officer, director, employee or other fiduciary of Parent or any of the Parent Subsidiaries or of any Person if such service was at the request or for the benefit of Parent or any of the Parent Subsidiaries, to the fullest extent permitted by Law or provided pursuant to the Parent Memorandum and Articles of Association or the organizational documents of any Parent Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate articles of incorporation or by-laws bylaws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation, to the fullest extent permitted by Law, shall cause to be maintained in effect the provisions in (ia) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary and (iib) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Company Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Company Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon For six (6) years after the Effective Time, Parent shall cause to be maintained in effect the provisions in (A) the Parent Memorandum and Articles of Association and the organizational documents of any Parent Subsidiary and (B) any other agreements of Parent and the Parent Subsidiaries with any Parent Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Parent Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions). Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, for the purchase benefit of the current or former directors and officers of the Company and the Company Subsidiaries an insurance and indemnification policy in favor covering each such Person covered by the officers’ and directors’ liability policies of WTW’s current directors and officers the Company or the Company Subsidiaries that provides coverage for events occurring prior to the Effective Time (the “Company D&O Insurance”) that is no less favorable that WTWthan the Company’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the Company D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon Parent shall nevertheless be obligated to provide as much coverage as may be obtained for such three hundred percent (300%) amount); provided further that WTW either the Surviving Corporation or the Company may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to the Company D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Parent shall provide, for an aggregate period of not less than six (6) years from the Effective Time, for the benefit of the current or former directors and officers of Parent and the Parent Subsidiaries an insurance and indemnification policy covering each such Person covered by the officers’ and directors’ liability policies of Parent or the Parent Subsidiaries that provides coverage for events occurring prior to the Effective Time (the “Parent D&O Insurance”) that is no less favorable than the Parent’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that Parent shall not be required to pay an annual premium for the Parent D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Parent shall nevertheless be obligated to provide as much coverage as may be obtained for such three hundred percent (300%) amount). Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 6.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than (a) Parent shall cause the Surviving Entity to honor and fulfill in all respects the obligations of the Company to the fullest extent permissible under applicable Law, under the Company Governing Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals covered by such Company Governing Documents or Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Company Merger Effective Time, including in connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 6.4(a), for a period of six (6) years from and after the Company Merger Effective DateTime, Aon agrees Parent (but only to the extent the Covered Persons would be permitted to be indemnified by the Company under the Company Governing Documents and applicable Law) and the Surviving Entity shall, and Parent shall cause the Surviving Entity to: (i) indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) each Covered Person against and from any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledfees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, suit whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding in respect or investigation arises out of acts or omissions occurring pertains to: (A) any action or omission or alleged to have occurred at action or prior to the Effective Time omission in such Covered Person’s capacity as such, or (including acts or omissions occurring in connection with the approval of B) this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, ; and (ii) pay in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any advance of the WTW Subsidiaries or final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesupon receipt, to the fullest extent permitted required by Law applicable Law, of an undertaking by or provided pursuant on behalf of such Covered Person to WTW Governing Documents repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.4 or elsewhere in this Agreement, neither Parent nor the organizational documents Surviving Entity shall (and Parent shall cause the Surviving Entity not to) settle or compromise or consent to the entry of any WTW Subsidiary judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification agreementsmay be sought under this Section 6.4(b) unless such settlement, if anycompromise, in existence on the date consent or termination includes an unconditional release of this Agreement. The Parties agree that such Covered Person from all rights to elimination liability arising out of liabilitysuch claim, indemnification and advancement action, suit, proceeding or investigation. (c) For a period of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Company Merger Effective Time, Aon the limited liability company agreement of the Surviving Entity shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Company Merger Effective Time than are currently set forth in the Company Governing Documents and the certificate of formation of the Surviving Entity shall not contain any provisions contrary to the foregoing. The Indemnification Agreements with Covered Persons that survive the Mergers shall continue in full force and effect in accordance with their terms. (d) For a period of six (6) years after the Company Merger Effective Time, Parent shall cause to be maintained in effect the provisions in current policies of directors’ and officers’ liability insurance maintained by the Company (iprovided, that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified respect to claims arising from or repealed in any manner that would adversely affect the rights related to facts or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have events which occurred at or prior to before the Company Merger Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverageTime; provided, however, that WTW Parent shall not be required obligated to pay make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium for the D&O Insurance in excess of three-hundred (300%) the Base Premium, Parent shall maintain the most advantageous policies of the last directors’ and officers’ insurance obtainable for an annual premium paid equal to the Base Premium; provided, further, if the Company in its sole discretion elects, by giving written notice to Parent at least five (5) business days prior to the date Company Merger Effective Time, then, in lieu of this Agreement the foregoing insurance, effective as of the Company Merger Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to 6) years after the Company Merger Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on wrongful acts and/or omissions committed or allegedly committed at or prior to the sixth (6th) anniversary of the Company Merger Effective Time (such coverage shall have an aggregate coverage limit over the term of a matter such policy in respect of which such Person may seek indemnification pursuant an amount not to this Section 8.4exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, the provisions of this Section 8.4 and in all other respects shall continue in effect with respect be comparable to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. existing coverage). (e) In the event following the Effective Time Aon Surviving Entity or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume all of the applicable obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives6.4.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) years from and after following the Effective Closing Date, Aon agrees Purchaser shall, or shall cause the Acquired Companies to, honor and fulfill in all respects and to indemnify the fullest extent permissible the obligations of the Acquired Companies under (i) provisions of the Delaware General Corporation Law or other applicable jurisdiction, (ii) the articles of incorporation and hold harmless all individuals who bylaws (or similar organization documents) of the Acquired Companies in effect on the date hereof and (iii) any indemnification or other similar agreements (the “Indemnification Contracts”) in effect on the date hereof between the Acquired Companies and any current or former directors or officers of the Acquired Companies (the “Covered Persons”) (collectively the items described in clauses (i) through (iii) are referred to herein as the “Indemnification Documents”), arising out of or relating to actions or omissions of any Covered Person in his capacity as an officer or director of the Acquired Companies occurring at or prior to the Effective Time are past or present directorsClosing, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation transactions contemplated hereby. (b) Purchaser shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification pursuant to Section 8.01(a) pursuant to the Acquisition or any of procedures set forth, and to the other Transactions), whether asserted or claimed prior to, at or after the Effective Timeextent provided, in connection with such persons serving the applicable Indemnification Documents as an officer, director, employee or other fiduciary of WTW or any of in effect on the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesdate hereof; provided that, to the fullest extent permitted required by Law the applicable Indemnification Documents, any Person to whom expenses are advanced undertakes to repay such advanced expenses to Purchaser as soon as reasonably practicable if it is ultimately determined that such Person is not entitled to indemnification. (c) For a period of six (6) years after the Closing, the articles of incorporation and bylaws (or provided pursuant similar organizational documents) of the Acquired Companies shall contain provisions no less favorable with respect to WTW Governing Documents or indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, Closing than are currently set forth in such documents. The Indemnification Contracts with Covered Persons in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and Agreement shall continue in full force and effect. For effect in accordance with their terms. (d) Effective as of the Closing, Purchaser shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Effective Time, Aon shall cause Closing with respect to be maintained in effect wrongful acts and/or omissions committed or allegedly committed by the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred Covered Persons at or prior to the Effective Time Closing (including acts or omissions occurring such coverage shall have an aggregate coverage limit over the term of such policy in connection with an amount at least equal to the approval of this Agreement annual aggregate coverage limit under Parent’s existing directors and officers liability policies, and in all other respects shall be comparable to such existing coverage). (e) In the consummation of event the Acquisition Acquired Companies or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume all of the applicable obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives8.01.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees to indemnify the Surviving Corporation shall indemnify, defend and hold harmless all individuals any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time are past or present directorsTime, officers or employees an officer, director, employee and agent (the "Indemnified Party") of WTW or WTW Subsidiaries (collectivelythe Company and its subsidiaries against all losses, the “Indemnified Parties”) against any claims, damages, liabilities, costs or and expenses (including advancing attorneys’ attorney's fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledexpenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened action, suit, claim, action, investigation, suit proceeding or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior investigation (each a "Claim") to the Effective Time extent that any such Claim is based on, or arises out of, (including acts i) the fact that such person is or omissions occurring in connection with the approval of this Agreement and the consummation was a director, officer, employee or agent of the Acquisition Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the other Transactions)transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under Michigan law or the Company's Articles of Incorporation, By-laws or indemnification agreements in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was effect at the request or for the benefit of WTW or any of the WTW Subsidiariesdate hereof, including provisions relating to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses incurred in the defense of any action or suit; provided, however, that the Surviving Corporation shall not be liable for acts or omissions occurring or alleged to have occurred at or prior to any settlement effected without its written consent (which consent shall not be unreasonably withheld). Without limiting the Effective Timeforegoing, whether asserted or claimed prior toin the event any Indemnified Party becomes involved in any capacity in any Claim, at or then from and after the Effective Time, now the Surviving Corporation shall periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is or is reasonably likely to be, in the opinion of counsel to the Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties. (b) The Company agrees that all rights to indemnification and all limitations or liability existing in favor of the Indemnified Parties Party as provided in their respective certificate the Company's Articles of incorporation or byIncorporation and By-laws (or comparable organizational documents) or as in any agreement shall survive effect as of the Acquisition and date hereof shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause without any amendment thereto; provided that any determination required to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage made with respect to D&O Insurance whether an Indemnified Party's conduct complies with an annual cost not the standards set forth under Michigan law, the Company's Articles of Incorporation or By-laws or such agreements, as the case may be, shall be made by independent legal counsel selected by the Indemnified Party and reasonably acceptable to Company; and provided further, that nothing in excess this Section 6.6 shall impair any rights or obligations of three-hundred (300%) any present or former directors or officers of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth Company. (6thc) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon Company or any of its respective successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.6, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall Company assume the obligations set 18 22 forth in this Section 8.4. The rights 6.6 and obligations under this Section 8.4 shall survive consummation none of the Acquisition actions described in clauses (i) or (ii) shall be taken until such provision is made. (d) The Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance policy ("D&O Insurance") for a period of not less than six years after the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the last annual premium paid by the Company for such insurance and if the annual premiums exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverages available for a cost not exceeding such amount; provided further the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers with respect to acts or omissions occurring prior to the Effective Time or individual coverage and provided that such substitution shall not be result in any gaps or lapses in coverage with respect to acts or omissions occurring prior to the Effective Time; provided further, if the existing D&O Insurance expires, is terminated or amended in a manner that is adverse cancelled during such period, the Surviving Corporation will use its best efforts to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesobtain substantially similar D&O Insurance.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from Pulte and the Surviving Corporation will at all times after the Effective Date, Aon agrees to Time indemnify and hold harmless all individuals each person who is at the date of this Agreement, or has been at any time prior to the date of this Agreement, a director, officer or employee of the Company or any of its subsidiaries ("Indemnified Parties"), in each case to the fullest extent permitted by applicable law, with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part, or arising in whole or in part out of, any act or omission by that person at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual that person's duties as a director, officer or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation employee of the Acquisition Company or any of the other Transactions), whether asserted its subsidiaries or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesaffiliates, to the fullest same extent permitted by Law and on the same terms (including with respect to advancement of expenses) provided in the Company's Certificate of Incorporation or provided pursuant to WTW Governing Documents By-Laws, or the organizational documents of any WTW Subsidiary or in any indemnification agreements, if any, in existence effect on the date of this Agreement. The Parties agree Pulte or the Surviving Corporation will pay all reasonable expenses, including attorney's fees, that all rights may be incurred by any Indemnified Party in enforcing the indemnity and other obligations of Pulte and the Surviving Corporation under this Section 9.3(a). (b) Pulte will cause the Surviving Corporation to elimination of liability, indemnification and advancement of expenses keep in effect for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For least six (6) years after the Effective Time, Aon shall cause to be Time the policies of directors' and officers' liability insurance maintained in effect by the provisions in (i) WTW Governing Documents Company and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on its subsidiaries at the date of this Agreement, ; provided that (i) Pulte may substitute policies having the same coverage and amounts and containing terms and conditions which are no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior less advantageous to the Effective Time (including acts or omissions occurring persons who are currently covered by the Company's policies and with carriers comparable in connection with terms of credit worthiness to those which have written the approval policies maintained by the Company at the date of this Agreement and (ii) neither Pulte nor the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not Surviving Corporation will be required to pay an annual premium for the D&O Insurance that insurance in excess of three-hundred (300%) of three times the last annual premium paid prior relating to the date of year during which this Agreement (it being understood is executed, but if they are not able to maintain the required insurance for an annual premium for that Aon shall nevertheless be obligated to provide amount, they will purchase as much coverage as may be obtained they can obtain for such that amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless all individuals who at or prior to the Effective Time are past or and present directors, officers or and employees of WTW or WTW the Company and the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW the Company or any of the WTW Company Subsidiaries or of any Person if such service was at the request or for the benefit of WTW the Company or any of the WTW Company Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Company Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary and (ii) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Company’s current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTWthan the Company’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood Agreement; provided, further, that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW the Company may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from 7.12.1. Gart and after the Effective DateCompany agree that all rights to indemnification, Aon agrees to indemnify exculpation, advancement of expenses and hold harmless all individuals who at the like now existing in favor of any director or prior to officer of the Effective Time are past or present directors, officers or employees of WTW or WTW Company and its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs as provided in their respective charters or expenses (including advancing attorneys’ fees and expenses by-laws, or in advance an agreement set forth in Section 7.12.1 of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Company Disclosure Schedule between an Indemnified Party and the Company or one of its Subsidiaries, are contract rights and shall survive the Merger. In addition, and without limiting the foregoing, Gart and the Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable Law; provided Law with respect to all acts and omissions arising out of such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a finalindividuals' services as officers, nonappealable judgment such Indemnified Party is not ultimately entitled)directors, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual employees or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation agents of the Acquisition Company or any of the other Transactions)its Subsidiaries, whether asserted or claimed prior to, at as trustees or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or fiduciaries of any Person if such service was at the request or plan for the benefit of WTW or any of the WTW Subsidiariesemployees, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted including, without limitation, the transactions contemplated by this Agreement. Without limiting the foregoing, in the event any such Indemnified Party is or claimed becomes involved in any capacity in any Action in connection with any matter, including, without limitation, the transactions contemplated by this Agreement, occurring at or prior to, at or after and including, the Effective Time, now existing Gart and the Surviving Corporation will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in favor connection therewith so long as such party shall enter into an undertaking with Gart and the Surviving Corporation to reimburse Gart and the Surviving Corporation, to the extent required by applicable Law, for all amounts advanced if a court of competent jurisdiction shall ultimately determine, in a judgment that is not subject to appeal or review, that indemnification of such Indemnified Party is prohibited by applicable Law. Gart and the Surviving Corporation shall pay all expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Parties as Party in enforcing the indemnity and other obligations provided for in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive this Section 7.12.1. 7.12.2. Gart and the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective DateTime the current policies of the directors' and officers' liability insurance maintained by the Company; provided, that Gart and the purchase Surviving Corporation may substitute therefor policies of an insurance at least the same coverage containing terms and indemnification policy conditions that are no less advantageous to the Indemnified Parties, and, provided, that such substitution shall not result in favor of WTW’s current directors and officers that provides any gaps or lapses in coverage for events with respect to matters occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy orTime; and, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, howeverfurther, that WTW Gart and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) 200% of the last annual premium paid by the Company prior to the date of hereof, and, if Gart and the Surviving Corporation are unable to obtain the insurance required by this Agreement (it being understood that Aon Section 7.12.2, then Gart and the Surviving Corporation shall nevertheless be obligated to provide obtain as much coverage comparable insurance as may be obtained possible for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect equal to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesmaximum amount.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) years from and after the Effective DateTime, Aon agrees to each of Parent and the Surviving Corporation shall indemnify and hold harmless all individuals who at or prior to the Effective Time are past or and present directors, officers or and employees of WTW or WTW the Company and the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Offer, the Merger or any of the other Transactions), asserted or claimed against the applicable Indemnified Party, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW the Company or any of the WTW Company Subsidiaries prior to the Effective Time or of any Person if such service was at the request or for the benefit of WTW the Company or any of the WTW Company Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents or the organizational documents of any WTW Company Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws bylaws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Parent or the Surviving Corporation on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 7.4, the provisions of this Section 7.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (b) For six (6) years after the Effective Time, Aon the Surviving Corporation shall cause to be maintained in effect the provisions in (i) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary and (ii) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Offer, the Merger or any of the other Transactions). Aon . (c) Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Company’s current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTWthan the Company’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to ; provided, further, that the contrary, if any Indemnified Party notifies Aon on or Company may prior to the sixth (6th) anniversary of the Effective Time of substitute therefor a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect single premium tail coverage with respect to such matter until D&O Insurance with an annual cost not in excess of three hundred percent (300%) of the final disposition last annual premium paid prior to the date of all claims, actions, investigations, suits and proceedings relating thereto. this Agreement. (d) In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.47.4. The rights and obligations under this Section 8.4 7.4 shall survive consummation of the Acquisition Offer and the Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. . (e) The provisions Indemnified Parties shall be express third party beneficiaries of this Section 8.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives7.4.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon (i) Parent agrees to cause the Surviving Corporation to, indemnify and hold harmless all past and present directors and officers of the Company and the Company Subsidiaries and (ii) Parent agrees to indemnify and hold harmless all individuals who at or prior to former directors and officers of Parent and the Parent Subsidiaries after the Effective Time are past or present directors(such former directors and officers of Parent, officers or employees of WTW or WTW Subsidiaries (the Parent Subsidiaries, the Company and the Company Subsidiaries, collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee director or other fiduciary of WTW the Company, Parent or any of the WTW their respective Subsidiaries or of any Person if such service was at the request or for the benefit of WTW the Company, Parent or any of the WTW their respective Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW the Company Governing Documents, the Parent Governing Documents or the organizational documents of any WTW Subsidiary of their respective Subsidiaries or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon (i) the Surviving Corporation shall cause to be maintained in effect the provisions in (ia) WTW the Company Governing Documents and the organizational documents of any WTW Company Subsidiary and (iib) any other agreements of WTW the Company and WTW the Company Subsidiaries with any Indemnified Party, and (ii) Parent shall cause to be maintained in effect in (a) the Parent Governing Documents and the organizational documents of any Parent Subsidiary and (b) any other agreements of Parent and the Parent Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees officers and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Merger or any of the other Transactions). Aon Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective DateTime, the purchase of Company’s current directors and officers an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “Company D&O Insurance”) that is no less favorable that WTWthan the Company’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (it being understood Agreement; provided, further, that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW the Company may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Parent shall also provide, for an aggregate period of not less than six (6) years from the Effective Time, Parent’s directors and officers as of immediately prior to the Effective Time an insurance and indemnification policy that provides coverage for events prior to the Effective Time (“Parent D&O Insurance”) that is no less favorable than Parent’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that Parent shall not be required to pay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement; provided, further, that Parent may prior to the Effective Time substitute therefor a single premium tail coverage with respect to D&O Insurance with an annual cost not in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.46.4, the provisions of this Section 8.4 6.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following Parent or the Effective Time Aon Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.46.4. The rights and obligations under this Section 8.4 6.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 6.4 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than (a) Parent shall cause the Surviving Entity to honor and fulfill in all respects the obligations of the Company to the fullest extent permissible under applicable Law, under the Company Governing Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof previously made available to Parent (the “Indemnification Agreements”) to the individuals covered by such Company Governing Documents, Company Subsidiary Governing Documents or Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Merger Effective Time, including in connection with the approval of this Agreement and the Transactions. (b) Without limiting the provisions of Section 6.4(a), for a period of six (6) years from and after the Merger Effective DateTime, Aon agrees Parent (but only to the extent the Covered Persons would be permitted to be indemnified by the Company or any Company Subsidiary under the Company Governing Documents or the Company Subsidiary Governing Documents and applicable Law) and the Surviving Entity shall, and Parent shall cause the Surviving Entity to: (i) indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) each Covered Person against and from any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledfees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, suit whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding in respect or investigation arises out of acts or omissions occurring pertains to: (A) any action or omission or alleged to have occurred at action or prior to the Effective Time omission in such Covered Person’s capacity as such, or (including acts or omissions occurring in connection with the approval of B) this Agreement and the consummation of the Acquisition or any of the other Transactions); and (ii) pay in advance of the final disposition of any such claim, whether asserted action, suit, proceeding or claimed investigation the expenses (including attorneys’ fees) of any Covered Person upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, neither Parent nor the Surviving Entity (1) shall be liable for any settlement effected without their prior towritten consent, at or after and (2) shall have any obligation hereunder to any Covered Person to the Effective Timeextent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of which case the WTW Subsidiaries or of any Covered Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, shall promptly refund to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents Parent or the organizational documents Surviving Entity the amount of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date all such expenses theretofore advanced pursuant hereto. (c) For a period of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Merger Effective Time, Aon Parent shall cause to be maintained in effect the provisions in current policies of directors’ and officers’ liability insurance maintained by the Company (iprovided, that the Company may substitute therefor policies written by carriers with A.M. Best ratings no lower than the existing policies, providing at least the same coverage and amounts and containing terms and conditions which are no less advantageous) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified respect to claims arising from or repealed in any manner that would adversely affect the rights related to facts or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have events which occurred at or prior to before the Merger Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverageTime; provided, however, that WTW Parent shall not be required obligated to pay make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium for the D&O Insurance in excess of three-hundred (300%) the Base Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if the Company in its sole discretion elects, then, in lieu of the last annual premium paid prior to foregoing insurance, effective as of the Merger Effective Time, the Company may purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the Merger Effective Time with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement hereof. (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%d) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon Surviving Entity or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume all of the applicable obligations set forth in this Section 8.4. 6.4. (e) The rights Covered Persons (and obligations under their successors and heirs) are intended third- party beneficiaries of this Section 8.4 shall survive consummation of the Acquisition 6.4, and this Section 6.4 shall not be terminated or amended in a manner that is adverse to any Indemnified Party the Covered Persons (including their successors and heirs) or terminated without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, Covered Persons (including their successors and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesheirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from After the Merger I Effective Time, Parent and after the Effective DateSurviving Corporation shall, Aon agrees to indemnify jointly and severally, (i) indemnify, defend and hold harmless all individuals who the present and former officers, directors, employees and agents of the Company and any of its Subsidiaries in such capacities (“Indemnified Parties”) to the fullest extent that the Company or any of its Subsidiaries would have been required to do so in accordance with the provisions of each indemnification or similar agreement or arrangement between the Company or any of its Subsidiaries and any Indemnified Party (but in no event shall such indemnification be required to the extent prohibited by applicable Law), in each case against any losses, damages, fines, penalties, expenses (including attorneys’ fees and expenses) or liabilities resulting from any claim, liability, loss, damage, cost or expense, asserted against, or incurred by, an Indemnified Party that is based on the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries or a fiduciary under any Company Plans and arising out of actions or omissions or alleged actions or omissions in their capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or a fiduciary under any Company Plan occurring at or prior to the Merger I Effective Time are past or present directors(and Parent and the Surviving Corporation shall, officers or employees of WTW or WTW Subsidiaries (collectivelyjointly and severally, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and pay expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation such Claim to each Indemnified Party to the fullest extent permitted by under applicable Law; provided such Indemnified Party agrees ) and (ii) take all necessary actions to ensure that Parent’s director’s and officer’s liability insurance continues to cover each officer and director of the Company, in advance to return each case so long as they remain employed or retained by Parent or any such funds to which a court affiliate of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time Parent (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving Surviving Corporation) as an officer, director, employee officer or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesdirector and, to the fullest extent permitted Parent’s current director’s and officer’s liability insurance policy covers consultants, as a consultant, on terms that are no less favorable than those enjoyed by Law or provided pursuant to WTW Governing Documents or Parent’s other directors and officers. Parent and the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties Surviving Corporation agree that all rights to elimination of liabilityexculpation, indemnification and advancement of expenses and indemnification for acts or omissions occurring or alleged to have occurred at or prior to the Merger I Effective Time, whether asserted or claimed prior to, at or after the Effective Time, Time now existing in favor of the Indemnified Parties current and former officers and directors of the Company as provided in their respective the certificate of incorporation or by-laws (bylaws of the Company or comparable organizational documents) or any Company Material Contract, in any agreement each case in effect as of the date hereof, shall survive the Acquisition Mergers and shall continue in full force and effect. For six effect in accordance with their terms and without amendment thereof. (6b) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents Parent’s and the organizational documents of any WTW Subsidiary Surviving Corporation’s obligations under this Section 5.8 shall continue in full force and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Party, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause effect for an aggregate a period of not less than six (6) years from the Merger I Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverageTime; provided, however, that WTW shall not be required all rights to pay an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much coverage as may be obtained for such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter indemnification in respect of which any claim, action, suit, proceeding or investigation (“Claim”) asserted or made within such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 period shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating theretosuch Claim. In the event following the Effective Time Aon that Parent or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Aon, as the case may be, Parent shall assume the obligations set forth in this Section 8.4. The rights and obligations under this Section 8.4 shall survive consummation of the Acquisition and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party5.8. The provisions of this Section 8.4 5.8 are intended to be for the benefit of, and will shall be enforceable by, each the respective Indemnified Party, his or her Parties and their heirs and his or her legal representatives. (c) Prior to the Closing, the Company shall purchase and fully prepay, and after the Merger I Effective Time Parent shall maintain, tail directors’ and officers’ liability insurance from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier covering, with a claims period of six years from the Merger I Effective Time, with respect to the directors and officers of the Company and its Subsidiaries who are currently covered by the Company’s existing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred before the Merger I Effective Time, in an amount and scope and on terms and conditions no less favorable to such directors and officers than those in effect on the date of this Agreement; provided, however, that the aggregate premium for such insurance shall not exceed 200% of the per annum rate of premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement per policy year of coverage. In the event that the aggregate premium for such insurance exceeds such maximum amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for such maximum amount.

Directors’ and Officers’ Insurance and Indemnification. For not less than (a) From and after the Effective Time for a period of six (6) years from years, the Surviving Company shall, and after Parent shall cause the Effective DateSurviving Company to, Aon agrees to indemnify and hold harmless all individuals harmless, and provide advancement of expenses to, the present and former officers and directors of the Group Companies and any person who at becomes a director or officer of Group Companies prior to the Effective Time are past or present directors(each, officers or employees of WTW or WTW Subsidiaries (collectively, the an “Indemnified PartiesParty”) against any costs and all cost or expenses (including advancing reasonable attorneys’ ' fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitledexpenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Legal Proceeding, whether civil, criminal administrative or investigative to the fullest extent permitted by the Companies Act or any other applicable Law or provided under the memorandum and articles of association, any indemnification agreements and any other governing documents of the Group Companies in effect on the date hereof. In the event of any threatened or pending claim, action, suit, arbitration, proceeding or investigation, suit whether civil, criminal, administrative or proceeding investigative and whether formal or informal (each, a “Proceeding”) to which an Indemnified Party is, has been or becomes a party or with respect to which an Indemnified Party is, has been or becomes otherwise involved (including as a witness), arising in respect whole or in part out of, or pertaining in whole or in part to, the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or any of their respective predecessors or is or was serving at the request of the Company or any of its Subsidiaries or any of their respective predecessors as an officer, director, employee, fiduciary or agent of another enterprise (including any Proceeding arising out of or pertaining to matters occurring or existing or alleged to have occurred or existed, or acts or omissions occurring or alleged to have occurred, at or prior to the Effective Time, or arising out of or pertaining to this Agreement and the transactions and actions contemplated hereby), (i) the Surviving Company shall, and Parent shall cause the Surviving Company to, advance fees, costs and expenses (including reasonable attorney's fees and disbursements) incurred by each Indemnified Party in connection with and prior to the final disposition of such Proceedings, such fees, costs and expenses (including reasonable attorney's fees and disbursements) to be advanced within twenty (20) Business Days of receipt by Parent from the Indemnified Party of a request therefor, and (ii) none of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification could be sought by such Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing. If any claim for indemnification is asserted or made by any Indemnified Party pursuant to this Section 7.4, any determination required to be made with respect to whether such Indemnified Party's conduct complies with the standards under the Companies Act, the memorandum and articles of association of the Surviving Company or any Subsidiary, other applicable Law or any applicable indemnification agreement shall be made by independent legal counsel selected by such Indemnified Party that is reasonably acceptable to the Surviving Company. If any Proceeding is brought against any Indemnified Party in which indemnification could be sought by such Indemnified Party under this Section 7.4, (A) each Indemnified Party shall be entitled to retain his or her own counsel in connection with such Proceeding, and (B) no Indemnified Party shall be liable for any settlement effected without his or her prior express written consent. (b) Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment or advancement of any amounts by the Surviving Company under Section 7.4(a), any Group Company's organizational and governing documents, or any existing indemnification agreements, the Indemnified Party shall use commercially reasonable efforts to notify the Surviving Company promptly to prevent the Surviving Company or any of its Subsidiaries from being materially and adversely prejudiced by late notice. Unless (x) otherwise provided in any applicable agreement or document providing for indemnification to the contrary or (y) joint representation is inappropriate due to a conflict of interest between the person seeking indemnification and the Surviving Company (or its applicable Subsidiary) or any other person represented by the counsel that is proposed by the Surviving Company or such Subsidiary to conduct the defense of the person seeking indemnification, (i) the Surviving Company (or a Subsidiary nominated by it) shall have the right to participate in any such Proceeding and, at its option, assume the defense of such Proceeding in respect of which indemnification is sought under the applicable agreement or document, (ii) the Indemnified Person shall have the right to effectively participate in the defense and/or settlement of such Proceeding, including receiving copies of all correspondence and participating in all meetings and teleconferences concerning the Proceeding, and (iii) in the event the Surviving Company (or a Subsidiary nominated by it) assumes the defense of any Proceeding pursuant to this Section 7.4(b), neither the Surviving Company nor any of its Subsidiaries shall be liable to the Indemnified Party for any fees of counsel subsequently incurred by such person with respect to the same Proceeding. (c) The Surviving Company shall (and Parent shall cause the Surviving Company to) honor and fulfill in all respects the obligations of the Company under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement, and (ii) all indemnification agreements between the Company and any of its respective current or former directors and officers and any person who becomes a director or officer of the Company prior to the Effective Time. (d) From and after the Effective Time for a period of six (6) years, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect all provisions in the Surviving Company's memorandum and articles of association (or in such documents of any successor to the business of the Surviving Company) and in the memorandum and articles of association and other governing documents of the Company's Subsidiaries regarding (i) elimination of liability of directors, (ii) indemnification of officers, directors and employees and (iii) advancement of expenses, in each case, that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement. (e) Prior to the Effective Time, the Company may, at its option, obtain and fully pay the premium for the non-cancellable extension of the directors' and officers' liability coverage of the Company's existing directors' and officers' insurance policies and the Company's existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period ending six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, from an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to D&O Insurance, with terms, conditions, retentions and limits of liability that are no less favorable to the Indemnified Parties than the coverage provided under the Company's existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and or the consummation Transactions); provided that the maximum aggregate premium for such policies shall not be in excess of three hundred percent (300%) of the Acquisition or any amount the Company paid for its D&O Insurance in its last full fiscal year; provided, further, that if the premiums of such “tail” policy exceed such amount, the other Transactions), whether asserted or claimed prior toCompany may, at or after its option, obtain such a “tail” policy with the Effective Timegreatest coverage available, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, respect to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions matters occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after for a cost not exceeding such amount. If the Company does not obtain such “tail” insurance policies as of the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition Surviving Company shall, and shall continue in full force and effect. For six (6) years after the Effective Time, Aon Parent shall cause the Surviving Company to, continue to be maintained maintain in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyeffect, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate a period of not less than at least six (6) years from and after the Effective DateTime, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW shall not be required to pay an annual premium for the D&O Insurance in place as of the date hereof with the Company's current insurance carrier or with an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company's existing policies as of the date hereof, or the Surviving Company shall purchase from the Company's current insurance carrier or from an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six (6)-year period with terms, conditions, retentions and limits of liability that are no less favorable to the Indemnified Parties than as provided in the Company's existing policies as of the date hereof; provided that in no event shall Parent or the Surviving Company be required to expend for such policies pursuant to this sentence an annual premium amount in excess of three-three hundred percent (300%) of the amount per annum the Company paid for its D&O Insurance in its last annual premium paid prior to full fiscal year; and provided, further, that if the date premiums of this Agreement (it being understood that Aon shall nevertheless be obligated to provide as much such insurance coverage as may be obtained for exceed such amount); provided further that WTW may , the Surviving Company shall be obligated, and Parent shall cause the Surviving Company, to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time substitute therefor Time, for a single premium six-year tail coverage with respect to D&O Insurance with an annual cost not in excess of three-hundred exceeding such amount. (300%f) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4If Parent, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In the event following the Effective Time Aon Surviving Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation Surviving Company or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of AonParent or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 8.4. 7.4. (g) The rights and obligations under provisions of this Section 8.4 7.4 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, and will shall be enforceable by, each Indemnified Party, Party referred to in this Section 7.4 and his or her heirs and his representatives, and are in addition to, and not in substitution for, any other rights that any such person may have under the memorandum and articles of association or her legal representativesother governing documents of the Company or any of its Subsidiaries, under the Companies Act or any other applicable Law or under any agreement of any Indemnified Party with the Company or any of its Subsidiaries or otherwise.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than a period of six (6) years from and after the Effective DateTime, Aon agrees Parent and the Surviving Corporation shall honor and fulfill, and the Surviving Corporation shall assume in all respects the obligations of the Company and the Company Subsidiaries to indemnify the fullest extent permissible by the Company or such Company Subsidiary under applicable provisions of the DGCL (i) under the Company’s certificate of incorporation and hold harmless bylaws (and the equivalent organizational documents of all individuals who such Company Subsidiaries) in effect on the date hereof (true and correct copies of which previously have been made available to Parent) and (ii) under any indemnification or other similar agreements (the “Indemnification Agreements”) in effect on the date hereof (true and correct copies of which have been made available to Parent) between the Company or any of the Company Subsidiaries and the current and former directors, officers and other employees of the Company or any Company Subsidiary (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as directors, officers or employees occurring at or prior to the Effective Time are past or present directorsTime, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the Transactions and the indemnification obligations of the Company and the Company Subsidiaries shall hereby survive the consummation of the Acquisition Transactions and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Covered Persons, and Parent and the other Surviving Corporation hereby agree that their foregoing indemnification obligations to the Covered Persons extend to and include (subject to applicable Law) any and all claims asserted by any person (including Parent and Surviving Corporation) based on or relating to this Agreement and the Transactions); provided, whether however, that in the event any claim or claims are asserted or claimed prior tomade within such six-year period, at or after the Effective Time, all rights to indemnification in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or respect of any such claim or claims shall continue until disposition of any and all such claims. (b) The Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification pursuant to Section 7.5(a) pursuant to the procedures set forth, and to the extent provided in the Company’s certificate of incorporation, the Company’s bylaws or the Indemnification Agreements as in effect on the date hereof; provided, however, that any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesto whom expenses are advanced undertakes, to the fullest extent permitted required by Law or provided pursuant to WTW Governing Documents the Company’s certificate of incorporation, the Company’s bylaws, the Indemnification Agreements or the organizational documents DGCL, to repay such advanced expenses if it is ultimately determined that such Person is not entitled to indemnification. (c) For a period of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon the certificate of incorporation and bylaws of the Surviving Corporation shall cause contain provisions no less favorable with respect to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyindemnification, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company’s certificate of incorporation and bylaws. The Indemnification Agreements with Covered Persons in existence on the date of this Agreement, Agreement that survive the Merger shall continue in full force and no such provision effect in accordance with their terms. (d) The Surviving Corporation shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder maintain and extend all existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to not less than six (6) years after the Effective Time (with respect to claims arising in whole or in part from actions, omissions, facts or events that actually or allegedly occurred on or before the Effective Date, including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from the Effective Date, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable that WTW’s existing policy or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that WTW Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the Covered Persons than the existing D&O Insurance; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period through no fault of Parent or the Surviving Corporation, the Surviving Corporation shall not obtain substantially similar D&O Insurance; and provided further, however, that neither Parent nor the Surviving Corporation shall be required to pay on an annual premium for the D&O Insurance basis any amount in excess of three-hundred (300%) 150% of the last annual premium paid prior cost of the Company’s current D&O Insurance to the date of this Agreement (maintain or replace such policy, it being understood and agreed that Aon Parent and the Surviving Corporation shall nevertheless be obligated to provide as much such coverage as may be obtained for such amount); provided further that WTW may . In lieu of the foregoing, the Company may, with the prior written consent of Parent and Purchaser, obtain prepaid policies prior to the Effective Time substitute therefor a single premium six-year tail Time, which policies may provide the Covered Persons with D&O Insurance coverage of equivalent amount and on no more favorable terms than that provided by the Company’s current D&O Insurance for an aggregate period of at least six (6) years with respect to D&O Insurance claims arising from actions, omissions, facts or events that occurred on or before the Effective Time, including in connection with an annual cost not in excess the approval of three-hundred (300%) of this Agreement and the last annual premium paid Transactions. If such prepaid policies have been obtained prior to the date Effective Time, Parent and the Surviving Corporation shall be relieved of all further obligations under this AgreementSection 7.5(d); provided, that Parent and the Surviving Corporation shall maintain such policies in full force and effect, and continue to honor its obligations thereunder. Notwithstanding anything herein Parent and the Surviving Corporation shall, upon written request, furnish a copy of the policies to the contrary, if individual insureds under the policies and copies of any Indemnified Party notifies Aon on notice of claim or prior to potential claim given under the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating theretopolicies. In the event following that Parent or the Effective Time Aon Surviving Corporation cancel or receive from an insurer a notice of cancellation of any of the policies, the Parent or the Surviving Corporation shall in all events provide the individual insureds under the policy notice of such cancellation at least thirty (30) days in advance of its effective date, or as soon as reasonably practicable if such cancellation notice provides for cancellation earlier than thirty (30) days. (e) In the event the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of Aonsuch assets, as the case may be, shall assume all of the applicable obligations set forth in this Section 8.4. 7.5. (f) The rights Covered Persons (and obligations under their successors and heirs) are intended third party beneficiaries of this Section 8.4 shall survive consummation of the Acquisition 7.5, and this Section 7.5 shall not be terminated or amended in a manner that is adverse to any Indemnified Party the Covered Persons (including their successors and heirs) or terminated without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended to be for the benefit of, Covered Persons (including their successors and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesheirs) affected thereby.