0001140536-16-000035 Sample Contracts

TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT
Time-Based Restricted Share Unit Award Agreement • February 29th, 2016 • Willis Towers Watson PLC • Insurance agents, brokers & service

THIS TIME-BASED RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), is made by and between Willis Group Holdings Public Limited Company and any successor thereto (the “Company”) and the individual (the “Associate”) who has signed or electronically accepted this Agreement (including the schedules attached hereto) in the manner specified in the Associate’s online account with the Company’s designated broker/stock plan administrator.

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PERFORMANCE BASED RESTRICTED SHARE UNIT AWARD AGREEMENT
Performance Based Restricted Share Unit Award Agreement • February 29th, 2016 • Willis Towers Watson PLC • Insurance agents, brokers & service

THIS PERFORMANCE BASED RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), is made by and between Willis Group Holdings Public Limited Company and any successor thereto (the “Company”) and the individual (the “Associate”) who has signed or electronically accepted this Agreement (including the Schedules attached hereto) in the manner specified in the Associate’s online account with the Company’s designated broker/stock plan administrator.

TIME-BASED SHARE OPTION AWARD AGREEMENT
Time-Based Share Option Award Agreement • February 29th, 2016 • Willis Towers Watson PLC • Insurance agents, brokers & service

THIS TIME-BASED SHARE OPTION AWARD AGREEMENT (this “Agreement”), is made by and between Willis Group Holdings Public Limited Company and any successor thereto (the “Company”) and the individual (the “Optionee”) who has signed or electronically accepted this Agreement (including the schedules attached hereto) in the manner specified in the Optionee’s online account with the Company’s designated broker/stock plan administrator.

Re: Transition Agreement
Transition Agreement • February 29th, 2016 • Willis Towers Watson PLC • Insurance agents, brokers & service

This agreement (“Transition Agreement”) confirms our agreement relating to the expected transition of your position and ultimate separation of your employment with Willis Group Holdings plc, its affiliates and successors (together, “Willis”). This Transition Agreement is contingent upon the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 29, 2015 and as amended on November 19, 2015, by and among Willis, Citadel Merger Sub, Inc., and Towers Watson & Co. (the “Merger Agreement”). This Transition Agreement constitutes an amendment of your Employment Agreement with Willis, dated as of March 19, 2014, as amended on June 29, 2015 (the “Employment Agreement”). Defined terms used in this Transition Agreement that are not defined herein shall have the meanings set forth in the Employment Agreement.

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