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 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 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 for acts incurred in the defense of any action or omissions occurring 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 alleged to have occurred at or prior to 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 therewith), subject to the provision by such Indemnified Party of an undertaking to 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 Surviving Corporation (such consent not to be unreasonably withheld). In the event that any claim, action, suit, proceeding or investigation is brought against more than one Indemnified Party (whether asserted or claimed prior to, at arising before or after the Effective Time), now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation a group shall retain one counsel (plus appropriate local counsel) reasonably satisfactory to Parent 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 representativesSurviving Corporation.

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. 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 Purchaser or the Company on or prior to the sixth (6th) anniversary of the Effective Acceptance Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 8.45.4, the provisions of this Section 8.4 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. 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 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 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 (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 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 5.07 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 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. (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. The Parties agree that all rights In the event of any such indemnity claim: (A) the Surviving Entity shall have the right to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to control the Effective Time, whether asserted or claimed prior to, at or defense thereof after the Effective Time, now existing in favor of ; and (B) any counsel retained by the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in with respect to the defense thereof for any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years period after the Effective Time, Aon shall cause Time must be reasonably satisfactory 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 representativesParent.

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. 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 Parent or the Surviving Corporation 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 8.47.4, the provisions of this Section 8.4 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. 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. (a) For not less than a period of six (6) years from and after the Effective DateTime, Aon agrees to indemnify each of Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless all individuals the present and former officers and directors of the Company or any of its Subsidiaries, and persons who at or become any of the foregoing 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 all losses, claims, damages, liabilities, costs, fees and expenses (including advancing attorneys’ reasonable fees and expenses disbursements of counsel in advance of the final disposition of any actual or threatened claim, suit, action, 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), and judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any such threatened or actual or threatened claim, suit, action, proceeding or investigation, suit or proceeding in respect ) (a “Claim”) arising out of acts actions or omissions (including those pertaining to this Agreement or any of the transactions contemplated hereby) occurring or alleged to have occurred at or prior to the Effective Time (including acts but regardless of whether such Claim is or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether was asserted or claimed prior to, at before or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any ) to the full extent permissible under applicable provisions of the WTW Subsidiaries DGCL, the terms of the Company’s Organizational Documents, and under any agreements as in effect at the date hereof (true and correct copies of which have been previously provided or made available to Parent); provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any Person if such service was at claim or claims shall continue until disposition of any and all such claims. The Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent; provided, however, that (w) Parent shall have the request or for right to assume the benefit of WTW or any of defense thereof (provided Parent confirms in writing to the WTW Subsidiaries, Indemnified Party its obligations to indemnify such party to the fullest extent permitted by Law or provided pursuant law) and upon such assumption Parent shall not be liable to WTW Governing Documents or the organizational documents any Indemnified Party for any legal expenses of any WTW Subsidiary other counsel 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 other 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 subsequently incurred by 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 defense thereof, except that if Parent elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of this Agreement interest between Parent 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 after consultation with Parent, and Parent 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%x) 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 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 8.45.12(a) to pay for only one firm or counsel for all Indemnified Parties, unless the provisions proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of this Section 8.4 interest among such parties, in which case Parent shall continue in effect with respect pay the reasonable fees and expenses of additional counsel to the extent necessary to avoid such matter until the final disposition of all claims, actions, investigations, suits conflict and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns (iy) consolidates with or merges into any other Person and Parent shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of liable for any settlement effected without its properties and assets prior written consent. Any Indemnified Party wishing 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 claim indemnification under this Section 8.4 5.12, upon learning of any Claim, shall survive consummation of notify Parent thereof, provided, that the Acquisition and failure to so notify shall not be terminated or amended in a manner that is adverse to any Indemnified Party without affect the written consent obligations of such Indemnified Party. The provisions of Parent under this Section 8.4 are intended 5.12 except to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesextent such failure to notify materially prejudices the Company.

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 and his in the past controlled, any present or her legal representativesformer director, officer or employee of the Company or any Company Subsidiary.

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 (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 AgreementCompany. 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 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 Partyobtain substantially similar D&O Insurance. 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.6.7

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), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual from all liability arising out of such Claim 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 such Indemnified Party otherwise consents. Parent and the consummation of the Acquisition or any of the other Transactions)Surviving Entity shall, whether asserted or claimed prior and shall cause their Subsidiaries to, at or after cooperate in 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 defense of any Person if such service was at matter. Parent and 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 Surviving Entity 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) any Company Material Contract, employment agreement or Company Benefit Plan, 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 (6) years after the Effective Time, Aon shall cause to be maintained effect in effect the provisions in (i) WTW Governing Documents accordance with their terms 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 representativesamendment thereof.

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 55 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 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 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. (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 shall not be required in the event any claim or claims are asserted or made within such six year period, 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 such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 claim or claims shall continue in effect with respect to such matter until the final disposition of any and all such 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 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 (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 representativesParties.

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. For not less than six (6a) years from and after From the Effective DateTime through the sixth (6th) anniversary of the date on which the Effective Time occurred, Aon agrees to the Company (and following the Effective Time, the Surviving Corporation) shall indemnify and hold harmless each Covered Person against all individuals who at or prior to the Effective Time are past or present directorsclaims, officers or employees of WTW or WTW Subsidiaries (collectivelylosses, the “Indemnified Parties”) against any liabilities, damages, judgments, inquiries, fines and reasonable fees, costs or expenses (and expenses, including advancing attorneys’ fees and expenses disbursements (collectively, “Costs”), incurred in advance of the final disposition of connection with any actual or threatened claim, action, 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 finalinvestigation, nonappealable judgment such Indemnified Party is not ultimately entitledwhether civil, criminal, administrative or investigative (an “Action”), judgmentsarising out of or pertaining to (i) the fact that a Covered Person is or was an officer, finesdirector, lossesemployee, claims, damages, liabilities and amounts paid in settlement in connection with fiduciary or agent of the Company or any actual of its Subsidiaries or threatened claim, action, investigation, suit (ii) matters existing 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 TransactionsTransactions and actions contemplated hereby), 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 under applicable Laws. In the organizational documents event of any WTW Subsidiary or any indemnification agreementssuch Action, if any, in existence on the date of this Agreement. The Parties agree that all rights (A) each Covered Person will be entitled to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to incurred 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 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 defense of any WTW Subsidiary and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partyclaim, in each caseaction, regarding elimination of liabilitysuit, 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 proceeding 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 investigation from the Effective Date, Surviving Corporation within ten (10) Business Days of receipt by the purchase Surviving Corporation from the Covered Person 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 coveragea request therefor; provided, however, that WTW any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Company Governing Documents, to repay such advances if it is ultimately determined that such person is not entitled to be indemnified by the Surviving Corporation as authorized by the DGCL, (B) without limiting the foregoing, each Covered Person may retain the Company’s regularly engaged independent legal counsel (provided that such engagement would not create a conflict of interest under applicable rules of ethics) or other counsel satisfactory to them, and Parent and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Covered Person as promptly as statements therefor are received, (C) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Covered Person hereunder), unless such settlement, compromise or consent includes an unconditional release of such Covered Person from all liability arising out of such action, suit, proceeding, investigation or claim or such Covered Person otherwise consents, and (D) Parent and the Surviving Corporation shall use their reasonable best efforts to assist in the vigorous defense of any such matter. With respect to any determination of whether a Covered Person is entitled to indemnification by the Company (and following the Effective Time, the Surviving Corporation) under this Section 6.7, the Covered Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Covered Person and approved by the Company or the Surviving Corporation, as applicable, (which approval shall not be required to pay an annual premium unreasonably withheld, conditioned or delayed), and who has not otherwise performed material services for the D&O Insurance Company or the Surviving Corporation within the last three (3) years. For purposes of this Agreement, each individual who is entitled to indemnification pursuant to the Company Governing Documents, the DGCL or the indemnification agreements listed in excess of three-hundred (300%Section 6.7(a) 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 Company Disclosure Schedule at or at any time 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 deemed to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesa “Covered Person.”

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 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)and, judgmentsif required, 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 upon receipt of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesundertaking required by applicable Law, 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, Parent 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 Parent 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 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 consent shall not be the continuing unreasonably withheld or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets delayed). With respect to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns determination of Aon, as the case may be, shall assume the obligations set forth in this Section 8.4. The rights and obligations whether an Indemnified Party is entitled to indemnification by Parent under this Section 8.4 5.8, the Indemnified Party shall survive consummation of have the Acquisition 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 be terminated unreasonably withheld), and who has not otherwise performed material services for Parent or amended in a manner that is adverse to any the Indemnified Party without within 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 representativeslast three years.

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 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)occurred, 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 toarising out of or pertaining to this Agreement and the transactions and actions contemplated hereby), 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 Parent shall cause to be maintained in effect the provisions in Surviving Corporation (i) WTW Governing Documents 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 organizational documents final disposition of any WTW Subsidiary such Legal Proceedings, such fees, costs and expenses to be advanced within ten Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a written request therefor, 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 consent to the entry of 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 judgment in any manner that would adversely affect the rights or protections thereunder of any Legal Proceeding in which indemnification could be sought by such Indemnified Party in respect of acts hereunder, unless such settlement, compromise 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 consent includes 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 unconditional release of such Indemnified PartyParty from all liability arising out of such Legal Proceeding or such Indemnified Party otherwise consents in writing. The provisions of this Section 8.4 are intended For clarity, the indemnification herein shall also pertain to be for any retentions or deductibles under the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesD&O Insurance.

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 (6) years after the Effective Time, Aon shall cause to be maintained effect in effect the provisions in (i) WTW Governing Documents accordance with their terms 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 without regard 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 representativessubsequent amendment thereof.

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 (6) years after the Effective Time, Aon shall cause to be maintained effect in effect the provisions in (i) WTW Governing Documents accordance with their terms 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 representativesamendment thereof.

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. 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 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 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 (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 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 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 Gart and the organizational documents Surviving Corporation will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any WTW Subsidiary investigation and (iipreparation) any other agreements incurred in 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 WTW and WTW Subsidiaries with any Indemnified Partycompetent jurisdiction shall ultimately determine, in each casea judgment that is not subject to appeal or review, regarding elimination of liability, that 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 is prohibited by applicable Law. Gart and the consummation of the Acquisition or any of the other Transactions). Aon Surviving Corporation shall cause for an aggregate period of not less than six (6) years from the Effective Datepay all expenses, 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, howeverincluding reasonable attorneys' fees, 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 incurred by any Indemnified Party notifies Aon on or prior to in enforcing 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 indemnity 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 provided for 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 representatives7.12.1.

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 (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 Parent or the Surviving Corporation 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 8.47.5, 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 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 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 and after After the Effective DateTime, Aon agrees to indemnify the Surviving Corporation and 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 (including the Surviving Corporation) 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 and shall cause Surviving Corporation to 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 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)and, judgmentsif required, 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 upon receipt of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesundertaking required by applicable Law, 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 will, and no such provision shall be amendedwill cause Surviving Corporation to, modified or repealed cooperate 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 none of Parent or Surviving Corporation shall be liable for any settlement effected without its written consent (which consent 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 amountunreasonably withheld or delayed); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with . With respect to D&O Insurance with any determination of whether 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 is entitled to indemnification by Parent 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 Surviving Corporation under this Section 8.45.8, the provisions of this Section 8.4 Indemnified Party shall continue in effect with respect have the right, as contemplated by the DGCL, to require that such matter until determination be made by special, independent legal counsel selected by the final disposition of all claims, actions, investigations, suits Indemnified Party and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns approved by Parent (i) consolidates with or merges into any other Person and which approval 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, thenunreasonably withheld), and in each such case, proper provision shall be made so that who has not otherwise performed material services for Parent or 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 within 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 representativeslast three years.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) years from and after the Effective DateTime, Aon agrees Seaways shall cause the Surviving Corporation to indemnify and hold harmless all individuals who at or prior to past and present directors and officers of Diamond and the Effective Time are past or present directors, officers or employees of WTW or WTW Diamond Subsidiaries (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 Diamond Governing Documents or the Organizational Documents of any Diamond Subsidiary 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 connection with such persons serving as an officer, director, employee officer or other fiduciary director of WTW Diamond or any of the WTW Diamond Subsidiaries or of any Person if such service was serving at the request or for the benefit of WTW Diamond or any of the WTW SubsidiariesDiamond 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 Diamond Governing Documents or the organizational documents Organizational Documents of any WTW Diamond 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 not less than six (6a) years from and after After the Effective DateTime, Aon agrees to indemnify the Surviving Corporation and 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 (including the Surviving Corporation) 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 and shall cause Surviving Corporation to 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 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)and, judgmentsif required, 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 upon receipt of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiariesundertaking required by applicable Law, 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 will, and no such provision shall be amendedwill cause Surviving Corporation to, modified or repealed cooperate 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 none of Parent or Surviving Corporation shall be liable for any settlement effected without its written consent (which consent 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 amountunreasonably withheld or delayed); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with . With respect to D&O Insurance with any determination of whether 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 is entitled to indemnification by Parent 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 Surviving Corporation under this Section 8.45.8, the provisions of this Section 8.4 Indemnified Party shall continue in effect with respect have the right, as contemplated by the DGCL, to require that such matter until determination be made by special, independent legal counsel selected by the final disposition of all claims, actions, investigations, suits Indemnified Party and proceedings relating thereto. In the event following the Effective Time Aon or any of its respective successors or assigns approved by Parent (i) consolidates with or merges into any other Person and which approval 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, thenunreasonably withheld), and in each such case, proper provision shall be made so that who has not otherwise performed material services for Parent or 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 within 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 representativeslast three years.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective Date, Aon Parent agrees to indemnify and hold harmless that at 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 times after the Effective Time, in connection with such persons serving as an officerit shall cause the Company (or the Surviving Corporation if after the Effective Time) and its Subsidiaries to, directorat all times after the Effective Time, employee indemnify, each person who is now, or other fiduciary has been at any time prior to the date hereof, a director or officer of WTW the Company or of any of the WTW Subsidiaries or of any Person if such service was at Company's Subsidiaries, successors and assigns (individually an "INDEMNIFIED PARTY" and collectively the request or for the benefit of WTW or any of the WTW Subsidiaries"INDEMNIFIED PARTIES"), to the fullest same extent permitted by Law and in the same manner as is now provided in the respective charters or provided pursuant to WTW Governing Documents by-laws of the Company and such Subsidiaries or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, otherwise in existence effect on the date of this Agreement. The Parties agree that all rights hereof, with respect to elimination of any claim, liability, indemnification and advancement of expenses for acts loss, damage, cost or omissions 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 or alleged to have occurred at or prior to the Effective Time. Parent shall, whether asserted and shall cause the Company (or claimed prior to, at or the Surviving Corporation if after the Effective Time) to, now existing maintain 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 effect for not less than six (6) 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 no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time; PROVIDED, Aon HOWEVER, that if the aggregate annual premiums for such insurance at any time during such period shall cause to be maintained in effect exceed 150% of the provisions in (i) WTW Governing Documents per annum rate of premium currently paid by the Company 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 which amount is set forth in Section 6.10 of the Disclosure Schedule, then Parent shall be amended, modified cause the Company (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 Surviving Corporation if after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement Time) to, and the consummation of Company (or the Acquisition or any of the other Transactions). Aon shall cause for an aggregate period of not less than six (6) years from Surviving Corporation if after the Effective DateTime) shall, provide 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 maximum coverage that is no less favorable is unavailable, the best shall then be available coverage; provided, however, that WTW shall not be required to pay at an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior equal 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 150% 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 representativesrate.

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, solely in the case of indemnification by Parent, 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 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, solely in the case of indemnification by Parent, 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 judgment 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 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 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, officers, fiduciaries, agents and employees 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 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, officers, fiduciaries, agents and employees 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 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. (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 49 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 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 Transactions 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 not be amended, repealed or otherwise modified or repealed in any manner that would adversely affect the rights or protections any right thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior Covered Persons, and Parent and the Surviving Corporation hereby agree that their foregoing indemnification obligations to the Effective Time Covered Persons extend to and include (subject to applicable Law) any and all claims asserted by any person (including acts Parent and Surviving Corporation) based on or omissions occurring in connection with the approval of relating to 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 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 shall nevertheless be obligated to provide as much coverage as may be obtained for event any claim or claims are asserted or made within such amount); provided further that WTW may prior to the Effective Time substitute therefor a single premium six-year tail coverage with respect period, all rights 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 such Person may seek indemnification pursuant to this Section 8.4, the provisions of this Section 8.4 claim or claims shall continue in effect with respect to such matter until the final disposition of any and all such 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 From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after the Effective DateTime, Aon agrees to indemnify 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 "Company 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’ 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 (including acts extent that any such Claim is based on, or omissions occurring in connection with arises out of, the approval of this Agreement and the consummation fact that such person is or was a director or officer of the Acquisition Company or any of its Subsidiaries, and to the other Transactions)extent that any such Claim pertains to any matter or fact arising out of any act or omission 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 applicable 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 effect at the date hereof identified on Section 5.7 of the WTW Subsidiaries Company Disclosure Schedule, or of any Person if such service was at the request or for the benefit of WTW or any otherwise as permitted by contracts identified on Section 5.7 of the WTW SubsidiariesCompany Disclosure Schedule, 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 for acts incurred in the defense of any action or omissions occurring suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or alleged to have occurred at shall cause the Company (or prior to the Effective Time, whether asserted or claimed prior to, at or Surviving Corporation if after the Effective Time) to, now existing in favor of periodically advance to such Company Indemnified Party its legal and other expenses (including 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 cost of any WTW Subsidiary investigation and (ii) any other agreements of WTW and WTW Subsidiaries with any Indemnified Partypreparation incurred in connection therewith), in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on subject to the date of this Agreement, and no provision by 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 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 undertaking to reimburse the amounts so advanced in favor the event of WTW’s current directors and officers a final non-appealable determination by a court of competent jurisdiction 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 Company 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 is not entitled 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 First Effective DateTime, Aon the Ultimate Surviving Corporation shall, and Parent agrees to cause the Ultimate 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 First Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Mergers or any of the other Transactions), whether asserted or claimed prior to, at or after the First 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 First Effective Time, whether asserted or claimed prior to, at or after the First 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 Ultimate 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 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 First Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Mergers or any of the other Transactions). Aon Parent shall cause the Ultimate Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the First 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 First 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 Ultimate Surviving Corporation 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; provided, further, that the Company may prior to the First Effective Time substitute therefor a single premium tail coverage with respect to D&O Insurance (which may include provision of Side B coverage) with an aggregate cost not to exceed $2,500,000, and Parent shall cause any such tail policy coverage to be maintained in full force and effect for its full term, and cause all obligations thereunder to be honored by the Ultimate Surviving Corporation. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon Parent on or prior to the sixth (6th) anniversary of the First 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 Ultimate 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 Ultimate 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 Mergers 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 Parent shall cause the Surviving Corporation to indemnify and hold harmless all individuals who at or prior to current and former officers, directors and similar functionaries 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 agreementsother agreement set forth on Section 6.5 of the Company Disclosure Schedule, if anyin each case, as 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 the Company Governing Documents or the organizational documents of incorporation any Company Subsidiary or by-laws (or comparable organizational documents) or in any agreement set forth on Section 6.5 of the Company Disclosure Schedule shall survive the Acquisition Merger and shall continue in full force and effect. For six (6) years after the Effective TimeParent shall provide, Aon or shall cause the Surviving Corporation 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 Partyprovide, 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 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 Parent and the Surviving Corporation 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 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-hundred (300%) % of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything herein to Following the contrary, if any Indemnified Party notifies Aon on or prior to Closing and until the sixth (6th) anniversary of thereof, Parent shall not, and shall not permit 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 respective successors Subsidiaries to, take any action adversely affecting, with retroactive effect to periods prior to the Closing, the rights of the Indemnified Parties relating to exculpation or assigns indemnification (iincluding with respect to advancement of expenses) 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 8.4the Company Governing Documents or the organizational documents of any Company Subsidiary. The rights and obligations under this Section 8.4 6.5 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. 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, his or her heirs and his or her legal representatives.

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 to the Surviving Corporation shall, and 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 attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claimadvancement costs), 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)expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit suit, proceeding or proceeding investigation, whether civil, criminal, administrative or investigative 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 TransactionsMerger), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons Persons serving or having served as an officer, director, employee director or other fiduciary of WTW the Company or any Subsidiary of the WTW Subsidiaries Company or of any other Person if such service was at the request or for of the benefit of WTW Company or any Subsidiary of the WTW SubsidiariesCompany, to the fullest extent permitted by Law or provided pursuant to WTW Governing applicable Law, the Organizational Documents or of the Company, and the corresponding organizational documents of any WTW Subsidiary or any indemnification agreementsthe Company’s Subsidiaries, if anyas applicable, as in existence effect on the date of this Agreement, or any indemnification, employment or other similar Contracts by and between any Acquired Company and an Indemnified Party. The Parties agree that the foregoing rights to indemnification and advancement shall also apply with respect to any action to enforce this provision or any other indemnification or advancement right of any Indemnified Party and 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 the Organizational Documents of incorporation the Company, or by-laws (or comparable the corresponding organizational documents) documents of the Company’s Subsidiaries, as in effect on the date of this Agreement, or in any agreement indemnification, employment or other similar Contracts by and between any Acquired Company and an Indemnified Party, 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 effect 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 accordance 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 Agreementterms thereof. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies Aon the Surviving Corporation in writing on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may intends in good faith to seek indemnification pursuant to this Section 8.46.5(a), the provisions of this Section 8.4 6.5(a) 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 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 Documents, the organizational documents of any WTW Company Subsidiary or any indemnification agreementsagreement set forth on Section 6.4 of the Company Disclosure Schedule, if any, as 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 agreement set forth on Section 6.4 of the Company Disclosure Schedule 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 agreement set forth on Section 6.4 of WTW and WTW Subsidiaries the Company Disclosure Schedule 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 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 representatives.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees to Naphtha and Parent shall, and shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify and hold harmless all individuals who harmless, and provide advancement of expenses to the 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, employee, 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 Indemnified Party agrees under the certificate of incorporation, bylaws, any indemnification agreements and any other governing documents of the Acquired Companies in advance to return effect on the date hereof. 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 threatened or threatened 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 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, 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 (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)occurred, 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 toarising out of or pertaining to the Merger Agreement and the transactions and actions contemplated hereby), 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 Naphtha and Parent shall, and shall cause the Surviving Corporation to, and the organizational documents Surviving Corporation shall, advance fees, costs and expenses (including attorney’s fees and disbursements) incurred by each Indemnified Party in connection with and prior to the final disposition of any WTW Subsidiary such Proceedings, such fees, costs and expenses (including attorney’s fees and disbursements) to be advanced within 20 Business Days of receipt by Naphtha and Parent from the Indemnified Party of a request therefor, 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) none of Naphtha, Parent or the Surviving Corporation shall settle, compromise or consent to the entry of 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 judgment in any manner that would adversely affect the rights or protections thereunder of 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 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)writing. Aon shall cause for an aggregate period of not less than six (6) years from the Effective DateFor clarity, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior herein shall also pertain to any retentions or deductibles under the Effective Time (the “D&O Insurance”) that . If any claim for indemnification 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 asserted or made by 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 8.41.2, the provisions of this Section 8.4 shall continue in effect any determination required to be made with respect to whether such matter until Indemnified Party’s conduct complies with the final disposition standards under the DGCL, the certificate of all claims, actions, investigations, suits and proceedings relating thereto. In incorporation of the event following the Effective Time Aon Surviving Corporation or any of its respective successors Subsidiary, other applicable Law 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 applicable indemnification agreement shall be made so by independent legal counsel selected by such Indemnified Party that is reasonably acceptable to the successors and assigns of Aon, as the case may be, shall assume the obligations set forth Surviving Corporation. If any Proceeding is brought against any Indemnified Party in this Section 8.4. The rights and obligations which indemnification could be sought by such Indemnified Party 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 1.2, (A) each Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended shall be entitled to be for the benefit of, and will be enforceable by, each Indemnified Party, retain his or her heirs own counsel in connection with such Proceeding and (B) no Indemnified Party shall be liable for any settlement effected without his or her legal representativesprior express written consent.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees to Naphtha and Parent shall, and shall cause the Surviving Corporation to, and the Surviving Corporation shall, 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, employee, 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 Indemnified Party agrees under the certificate of incorporation, bylaws, any indemnification agreements and any other governing documents of the Acquired Companies in advance to return effect on the date hereof. 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 threatened or threatened 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 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, 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 (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)occurred, 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 toarising out of or pertaining to this Agreement and the transactions and actions contemplated hereby), 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 Naphtha and Parent shall, and shall cause the Surviving Corporation to, and the organizational documents Surviving Corporation shall, advance fees, costs and expenses (including attorney’s fees and disbursements) incurred by each Indemnified Party in connection with and prior to the final disposition of any WTW Subsidiary such Proceedings, such fees, costs and expenses (including attorney’s fees and disbursements) to be advanced within 20 Business Days of receipt by Naphtha and Parent from the Indemnified Party of a request therefor, 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) none of Naphtha, Parent or the Surviving Corporation shall settle, compromise or consent to the entry of 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 judgment in any manner that would adversely affect the rights or protections thereunder of 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 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)writing. Aon shall cause for an aggregate period of not less than six (6) years from the Effective DateFor clarity, the purchase of an insurance and indemnification policy in favor of WTW’s current directors and officers that provides coverage for events occurring prior herein shall also pertain to any retentions or deductibles under the Effective Time (the “D&O Insurance”) that . If any claim for indemnification 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 asserted or made by 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 8.46.5, the provisions of this Section 8.4 shall continue in effect any determination required to be made with respect to whether such matter until Indemnified Party’s conduct complies with the final disposition standards under the DGCL, the certificate of all claims, actions, investigations, suits and proceedings relating thereto. In incorporation of the event following the Effective Time Aon Surviving Corporation or any of its respective successors Subsidiary, other applicable Law 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 applicable indemnification agreement shall be made so by independent legal counsel selected by such Indemnified Party that is reasonably acceptable to the successors and assigns of Aon, as the case may be, shall assume the obligations set forth Surviving Corporation. If any Proceeding is brought against any Indemnified Party in this Section 8.4. The rights and obligations which indemnification could be sought by such Indemnified Party 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 6.5, (A) each Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 8.4 are intended shall be entitled to be for the benefit of, and will be enforceable by, each Indemnified Party, retain his or her heirs own counsel in connection with such Proceeding and (B) no Indemnified Party shall be liable for any settlement effected without his or her legal representativesprior express written consent.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and Holdco agrees that at all times after the Effective DateTime, Aon agrees it shall indemnify, or shall cause the Millennium Surviving Corporation to indemnify indemnify, each person who is now, or has been at any time prior to the date hereof, a director or officer of Parent, the Company, any of their respective subsidiaries or affiliates, or of any of their respective 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 charter or by-laws of Parent or the Company, as the case may be, or otherwise in effect on the date hereof (pursuant to an indemnification agreement or otherwise), 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. Holdco shall, or shall cause the Millennium Surviving Corporation 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 Parent or the Company, as the case may be, on the date hereof (provided that Parent or the Company, as the case may be, 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. Without limiting 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 Timeforegoing, in connection with such persons serving as an officerthe event any Indemnified Party becomes involved in any capacity in any action, directorproceeding or investigation based in whole or in part on, employee or other fiduciary of WTW arising in whole or in part out of, any of matter, including the WTW Subsidiaries transactions contemplated hereby, existing 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 then to the extent permitted by law Holdco shall, or claimed prior shall cause the Millennium Surviving Corporation or the Zenith Surviving Corporation to, at or 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 determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after the Effective Time, now existing in favor receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Parent, the Company, the Millennium Surviving Corporation, the Zenith Surviving Corporation, or a Subsidiary of the Company or the Zenith Surviving Corporation ("Indemnitors") hereunder, such Indemnified Parties as provided 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 respective certificate 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 incorporation or by-laws (or comparable organizational documents) or any Assertion, such Indemnified Party shall have the right to participate in any agreement the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall survive be paid by such Indemnified Party, unless, in the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Timeopinion of such separate counsel, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the organizational documents of any WTW Subsidiary and Indemnitors, (ii) any other agreements there is otherwise a conflict of WTW and WTW Subsidiaries with any interest between the 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 Agreementone hand, and no such provision shall be amendedthe Indemnitors, modified on the other hand, or repealed in any manner that would adversely affect (iii) the rights or protections thereunder Indemnitors fail to vigorously pursue the defense of any such the asserted claim. No Indemnified Party in respect shall settle any Assertion without the prior written consent 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 Parent, nor shall Parent settle 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 Assertion without either (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity written consent of all Indemnified Parties against whom such consolidation or merger Assertion was made, 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 5.8 are intended to be for the benefit of, and will shall be enforceable by, each the respective Indemnified PartyParties. The provisions of this Section 5.8 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, his or her heirs and his any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.8 or her legal representatives.to receive the full measure of the indemnity provided for hereby. Section 5.9

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective Dateconsummation of the Offer, 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 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 New York law or the Company's Certificate 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 for acts incurred in the defense of any action or omissions occurring 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 Parent shall, or alleged to have occurred at shall cause the Company (or prior to the Effective Time, whether asserted or claimed prior to, at or Surviving Corporation if after the Effective Time) to, 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 periodically advance 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 its legal and other expenses (including the cost of any investigation and preparation incurred in respect of acts or omissions occurring or alleged to have occurred at or prior connection therewith), subject 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 provision by such Indemnified Party of an insurance and indemnification policy undertaking to reimburse the amounts so advanced in favor the event of WTW’s current directors and officers a final non-appealable determination by a court of competent jurisdiction 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 is not entitled 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. (a) For not less than six (6) years from and after the Effective DateTime, Aon agrees to indemnify the Surviving Corporation shall indemnify, defend 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 under Delaware law the present and former officers and directors of competent jurisdiction has determined in a finalthe Company (each an "INDEMNIFIED PARTY") against all losses, nonappealable judgment such Indemnified Party is not ultimately entitled)claims, damages, liabilities, fees and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Purchaser or the Surviving Corporation)) in connection with any actual or threatened claim, suit, action, investigationproceeding or investigation that is, suit in whole or proceeding in respect of acts part, based on 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 arising out of the Acquisition fact that such person is or any of the other Transactions)was a director, 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 agent of the Company, or a trustee or fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or plan for the benefit of WTW or any employees of the WTW SubsidiariesCompany, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents and arising out 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 actions or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether including the transactions contemplated by this Agreement; PROVIDED, that in the event any claim or claims are asserted or claimed made within such six year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Without limiting the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring prior to, at or after and including, the Effective Time, now existing in favor of the Surviving Corporation will pay as incurred such Indemnified Parties as provided in their respective certificate of incorporation or by-laws Party's legal and other expenses (or comparable organizational documents) or in any agreement shall survive including 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 cost of any WTW Subsidiary investigation and (iipreparation) incurred in connection therewith; PROVIDED, HOWEVER, that the Surviving Corporation shall not have any obligation to pay such legal or 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 under 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 SECTION 5.10(a) to an 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 any matter caused by or resulting from the fraud or willful misconduct 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 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, by-laws of the Company and such Subsidiaries or in indemnity agreements between the Company or its Subsidiaries and such persons 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 are past or present directorsTime. Without limiting the foregoing, officers or employees of WTW or WTW Subsidiaries (collectively, in the “event any Indemnified Parties”) against Party becomes involved in any costs or expenses (including advancing attorneys’ fees and expenses capacity in advance of the final disposition of any actual or threatened claim, suitaction, proceeding or investigation to each Indemnified Party to based in whole or in part on, or arising in whole or in part out of, any matter, including 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 finaltransactions contemplated hereby, 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 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 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 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 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 representativessettlement.

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 cause the Surviving Corporation and its Subsidiaries to indemnify indemnify, each person who is now, or has been at any time prior to the date hereof, an employee, agent, 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 fullest extent permitted by law, with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and expenses of legal counsel, (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 are past or present directorswhether commenced, 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 before or after the Effective Time, including liability arising under the Securities Act, the Exchange Act or state law. Parent shall, and shall cause the Surviving Corporation to, maintain in connection with such persons serving as an officer, director, employee or other fiduciary effect for not less than four years after the Effective Time the current policies of WTW or any of directors' and officers' liability insurance maintained by the WTW Company and its 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 hereof (provided that all rights Parent may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to elimination of liability, indemnification and advancement of expenses for acts the persons currently covered by such policies as insured) with respect to matters existing or omissions occurring or alleged to have occurred at or prior to the Effective Time; provided, whether asserted or claimed prior tohowever, at or after that if the Effective Time, now existing in favor aggregate annual premiums for such insurance during such period shall exceed 200% 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 the Acquisition aggregate premium currently paid by the 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, then Parent shall cause the Surviving Corporation to, and no the Surviving Corporation shall, provide the maximum coverage that shall then be available at an annual premium equal to 200% of such provision shall rate. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be amended, modified or repealed in incurred by any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect successfully enforcing the indemnity or other obligations under this Section 5.10. The rights under this Section 5.10 are in addition to rights that an Indemnified Party may have under the Certificate 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 Incorporation, By-laws, other similar organizational documents 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 Company or any of its respective successors Subsidiaries 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 8.4DGCL. The rights and obligations under this Section 8.4 5.10 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse are expressly intended to any Indemnified Party without the written consent of such benefit each Indemnified Party. The Parent agrees to cause Surviving Corporation and any of its Subsidiaries (or their successors) to keep in effect the provisions of this Section 8.4 are intended its Certificate of Incorporation or By-laws or similar organizational documents providing for indemnification to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesfullest extent provided by law.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) five years from and after the Effective Offer Closing Date, Aon agrees Parent shall, and shall cause the Surviving Corporation (or any successor to indemnify the Surviving Corporation) to, (i) retain all provisions of the Company's certificate of incorporation as now in effect respecting the limitation of liabilities of directors and officers, and (ii) indemnify, defend and hold harmless all individuals the present and former officers and directors of the Company and its Subsidiaries, and persons who at or become any of the foregoing prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries Offer Closing Date (collectively, the “each an "Indemnified Parties”Party") against any costs or all losses, claims, damages, liabilities, costs, 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 claim, action, investigation, suit or proceeding in respect the Surviving Corporation)) 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 Offer Closing Date to the approval of this Agreement and full extent permitted under Delaware law, subject to the consummation terms 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 Company's 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 Timelaws, Aon shall cause to be maintained as in effect at 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 Partydate hereof; provided that, in each casethe event any claim or claims are asserted or made within such five year period, regarding elimination of liability, all rights to 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, howeverfurther, 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 the standards set forth under Delaware law, the certificate of threeincorporation or the by-hundred (300%) laws, as the case may be, shall be made by independent counsel mutually acceptable to Parent and the Indemnified Party; and provided, further, that nothing herein shall impair any rights or obligations of 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 (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 theretoCompany. 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 person or entity 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 Personperson or entity, 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 Surviving Corporation 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 representatives5.8.

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 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 Offer, 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 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 AgreementAgreement and if filed as an exhibit to the Company SEC Documents at least two (2) business days prior to the date hereof or listed in Section 4.20 of the Company Disclosure Schedule. 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 Offer, the Merger and shall continue in full force and effect. For six (6) years after the Effective Time, Aon Parent shall cause the Surviving Corporation 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 Partyprovide, 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 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-hundred (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 may prior to Parent or, following the Effective Time Time, the Surviving Corporation may substitute therefor a single premium six-year tail coverage with respect to D&O Insurance 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, which premium amount is set forth in Section 7.4 of the Company Disclosure Letter. Notwithstanding anything herein Prior 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 8.4Time, the provisions of this Section 8.4 Company shall continue in effect reasonably cooperate with respect Parent, at Parent’s request, to place any such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating theretotail coverage. 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, 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. 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 From and after the Effective Dateconsummation of the Offer, 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 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 New York 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 Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, 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 or reimburse the organizational documents amounts so advanced in the event of any WTW Subsidiary or any indemnification agreements, if any, in existence on a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. (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 all limitations 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 orNYBCL; 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 New York 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 5.12 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 AgreementCompany. 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 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 5.12, 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 5.12 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 officers' and directors' liability insurance policy ("D&O Insurance") for a period of not less than six years after the Effective Date; provided, that the Parent may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers; provided, further, if the existing D&O Insurance expires or is cancelled during such period, Parent or the Surviving Corporation will use their best efforts to obtain substantially similar D&O Insurance; provided, however, that if the aggregate annual premiums for such insurance at any time during such period exceed 200% of the per annum rate of premiums currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent 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 200% of such Indemnified Partyrate. 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.5.13

Directors’ and Officers’ Insurance and Indemnification. For not less than six The Surviving Corporation will indemnify each person who is now, or has been at any time prior to the date hereof, a director, officer, employee or agent of the Company (6including its Subsidiaries) years from or their successors and after assigns (individually an "INDEMNIFIED PARTY" and collectively the Effective Date"INDEMNIFIED PARTIES"), Aon agrees to indemnify the fullest extent permitted (i) by applicable law, (ii) under the certificate of incorporation or bylaws of the Company, or (iii) under any agreement with the Company as in effect immediately prior to the execution of this Agreement, with respect to any claim, Liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and hold harmless all individuals who expenses of legal counsel (whenever asserted or claimed), based in whole or in part on, or arising in whole or in part out of, any matter, state of affairs or occurrence existing or occurring at or prior to the Effective Time are past or present directorswhether commenced, 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 before or after the Effective Time, including, Liability arising under the Securities Act, the Exchange Act, state law or liability based in connection with such persons serving as an officerwhole or in part on or arising in whole or in part out of or pertaining to the Agreement or the transactions contemplated hereby. The Surviving Corporation shall faithfully assume and honor in all respects the obligations of the Company pursuant to the Company's certificate of incorporation, director, employee or other fiduciary of WTW or bylaws and any indemnification agreements between the Company and any of the WTW Subsidiaries or Persons mentioned in the first sentence of any Person if such service was at the request or for the benefit this Section 7.13 existing and in force as 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 AgreementAgreement to the extent permitted under applicable law. The Parties agree Surviving Corporation will also 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 on the date hereof (PROVIDED that all rights the Surviving Corporation may substitute therefor policies having at least the same coverage, with a comparably rated insurer and containing terms and conditions which are no less advantageous to elimination of liability, indemnification and advancement of expenses for acts the persons currently covered by such policies) with respect to matters existing or omissions occurring or alleged to have occurred at or prior to the Effective Time; PROVIDED, whether asserted or claimed prior toHOWEVER, at or after that if the Effective Time, now existing in favor aggregate annual premiums for such insurance during such period exceed 200% 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 the Acquisition and shall continue in full force and effect. For six (6) years after aggregate premium currently paid by 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 Company 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 then 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 Surviving Corporation will provide 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 maximum coverage that is no less favorable is unavailable, the best will then be available coverage; provided, however, that WTW shall not be required to pay at an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior equal 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 200% 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 8.4rate. The rights and obligations under this Section 8.4 shall survive consummation 7.13 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, bylaws or other similar organizational documents of the Acquisition and shall not be terminated Company or amended in a manner that is adverse to any Indemnified Party without Subsidiary or under the written consent of such Indemnified PartyDGCL. The provisions of rights under this Section 8.4 7.13 are intended to be for contingent upon the benefit occurrence of, and will be enforceable bysurvive consummation of, the Merger and are expressly intended to benefit each Indemnified Party. Notwithstanding the provisions of the preceding sentence, his in the event of any claim (whether arising before or her after the Effective Time) that may be subject to indemnification hereunder, upon receipt from the Indemnified Party to whom expenses are advanced of an undertaking to repay such advances to the extent required by law, the Company shall advance expenses to each such Indemnified Party, including the payment of the fees and expenses of counsel selected by such Indemnified Party, which counsel shall be reasonably satisfactory to the Company, promptly after statements therefore are received. Each Indemnified Party (and their respective heirs and his or her legal representativesestates) is intended to be a third party beneficiary of this Section 7.13 and may specifically enforce its terms.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the First Effective DateTime, Aon Parent agrees to, and to cause the Surviving 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 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 First Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Mergers or any of the other Transactions), whether asserted or claimed prior to, at or after the First 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 First Effective Time, whether asserted or claimed prior to, at or after the First 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 First Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Mergers or any of the other Transactions). Aon Parent shall cause the Surviving Company to provide, for an aggregate period of not less than six (6) years from the First 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 First 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 Company 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 First 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 First 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 Mergers 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 cause the Surviving Corporation and its Subsidiaries to indemnify each person who is now, or has been at any time prior to the date hereof, an employee, agent, 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 fullest extent permitted by law, with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and expenses of legal counsel, (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 are past or present directorswhether commenced, 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 before or after the Effective Time, including liability arising under the Securities Act, the Exchange Act or state law. Parent shall, and shall cause the Surviving Corporation to, maintain in connection with such persons serving as an officer, director, employee or other fiduciary effect for not less than three years after the Effective Time the current policies of WTW or any of directors' and officers' liability insurance maintained by the WTW Company and its 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 hereof (provided that all rights Parent may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to elimination of liability, indemnification and advancement of expenses for acts the persons currently covered by such policies as insured) with respect to matters existing or omissions occurring or alleged to have occurred at or prior to the Effective Time; provided, whether asserted or claimed prior tohowever, at or after that if the Effective Time, now existing in favor aggregate annual premiums for such insurance during such period shall exceed 200% 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 the Acquisition aggregate premium currently paid by the 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, then Parent shall cause the Surviving Corporation to, and no the Surviving Corporation shall, provide coverage affording the same protections as those maintained by Parent as of such provision shall date for its officers and directors. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be amended, modified or repealed in incurred by any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect successfully enforcing the indemnity or other obligations under this Section 5.11. The rights under this Section 5.11 are in addition to rights that an Indemnified Party may have under the Certificate 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 Incorporation, By-laws, other similar organizational documents 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 Company or any of its respective successors Subsidiaries 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 8.4DGCL. The rights and obligations under this Section 8.4 5.11 shall survive consummation of the Acquisition Merger and shall not be terminated or amended in a manner that is adverse are expressly intended to any Indemnified Party without the written consent of such benefit each Indemnified Party. The Parent agrees to cause Surviving Corporation and any of its Subsidiaries (or their successors) to keep in effect the provisions of this Section 8.4 are intended its Certificate of Incorporation or By-laws or similar organizational documents providing for indemnification to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesfullest extent provided by law.

Directors’ and Officers’ Insurance and Indemnification. For ServiceMaster agrees that at all times after the Closing Time, it shall indemnify (and advance expenses to) each person who is now, or has been at any time prior to the date hereof, a director or officer of Barefoot or of any of Barefoot's subsidiaries (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 charters or by-laws of Barefoot 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 Closing Time. ServiceMaster shall, or shall cause Barefoot to, maintain in effect for not less than six (6) years from and after the Effective Date, Aon agrees Closing the current policies of directors' and officers' liability insurance maintained by Barefoot and its subsidiaries on the date hereof with respect to indemnify and hold harmless all individuals who matters existing or occurring at or prior to the Effective Closing Time (provided that ServiceMaster 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 policies and with carriers reasonably comparable to Barefoot's existing carriers in advance to return terms of creditworthiness). The insurance required by the preceding sentence shall be in an amount at 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 particular time equal to the Effective Time greater of (including acts or omissions occurring in connection with i) the approval amount 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 coverage provided 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 Barefoot's insurance 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 hereof or (ii) transfers all or substantially all the amount of its properties and assets coverage provided to any Person, then, and in each such case, proper provision shall be made so that ServiceMaster's own directors at the successors and assigns particular time. Promptly after receipt by an Indemnified Party 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 notice of the Acquisition and assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against ServiceMaster, Barefoot, the Surviving Corporation or a subsidiary of Barefoot 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 be terminated or amended in a manner that is adverse relieve any Indemnitor of any liability it may have to any such Indemnified Party hereunder except where such failure shall have materially prejudiced Indemnitor in defending against such Assertion. No Indemnified Party shall settle any Assertion without the prior written consent of such Indemnified PartyServiceMaster. The provisions of this Section 8.4 5.10 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 Parent agrees that at all times after the Effective DateTime, Aon agrees it shall cause the Surviving Corporation and its Subsidiaries to indemnify indemnify, each person who is now, or has been at any time prior to the date hereof, an employee, agent, 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 fullest extent permitted by law, with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and expenses of legal counsel, (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 are past or present directorswhether commenced, 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 before or after the Effective Time, including liability arising under the Securities Act, the Exchange Act or state law. Parent shall, and shall cause the Surviving Corporation to, maintain in connection with such persons serving as an officer, director, employee or other fiduciary effect for not less than four years after the Effective Time the current policies of WTW or any of directors' and officers' liability insurance maintained by the WTW Company and its 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 hereof (provided that all rights Parent may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to elimination of liability, indemnification and advancement of expenses for acts the persons currently covered by such policies as insured) with respect to matters existing or omissions occurring or alleged to have occurred at or prior to the Effective Time; PROVIDED, whether asserted or claimed prior toHOWEVER, at or after that if the Effective Time, now existing in favor aggregate annual premiums for such insurance during such period shall exceed 200% 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 the Acquisition aggregate premium currently paid by the 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 then Parent shall be amendedcause the Surviving Corporation to, 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 Surviving Corporation shall, provide 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 maximum 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 then 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 after After the Effective DateTime, Aon agrees subject to indemnify Section 5.11(b), the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless all individuals the present and former officers and directors of the Company and the Subsidiaries who at or prior to are covered on the Effective Time are past or present date of this Agreement by the Company's directors' and officers' liability insurance policy (each, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”an "INDEMNIFIED 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 or threatened claimthe written consent of the Surviving Corporation, action, investigation, suit or proceeding in respect such consent not to be unreasonably withheld) arising out of acts actions or omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of the Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of the Subsidiaries, 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 Delaware 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 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 suit; PROVIDED that 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 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 made 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 respect to whether such Indemnified Party in respect of acts or omissions occurring or alleged is entitled to have occurred at or prior to the Effective Time indemnity hereunder (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 Dateincluding, 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 orwithout limitation, if insurance coverage that is no less favorable is unavailablewhether, 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 the indemnification of such Indemnified Party by the Surviving Corporation, an Indemnified Party's conduct complies with an annual cost not in excess the standards set forth under the DGCL), shall be made at the Surviving Corporation's expense by independent counsel mutually acceptable to the Surviving Corporation and the Indemnified Party; PROVIDED, FURTHER, that nothing herein 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 (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 Company 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 representativesSubsidiaries.

Directors’ and Officers’ Insurance and Indemnification. For not less than six The Merger Agreement provides that (6a) years 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) the Merger Agreement, or any of the other Transactions)transactions contemplated thereby, 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 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 for acts incurred in the defense of any action or omissions occurring suit; provided that 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 alleged to have occurred at or prior to 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 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; (b) no Indemnified Party may settle any such claim without the prior approval of Parent or the Surviving Corporation (such consent not to be unreasonably withheld); (c) in the event that any claim, action, suit, proceeding or investigation is brought against more than one Indemnified Party (whether asserted or claimed prior to, at arising before or after the Effective Time), now the Indemnified Parties as a group shall retain one counsel (plus appropriate local counsel) reasonably satisfactory to Parent or the Surviving Corporation; (d) Parent and the Company have agreed that all rights to indemnification and all limitations of 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 the Merger Agreement 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; (6the) 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 Parent or 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, proper provision shall be made so that the successors and assigns of Aon, as the case may be, shall Parent and Purchaser assume the obligations set forth above and none of the actions described in this Section 8.4clauses (i) or (ii) shall be taken until such provision is made; and (f) 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 to maintain or procure insurance coverage pursuant hereto; (iv) if the annual premiums of such insurance coverage would exceed 175% of current annual premiums, Parent or the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding 175% of current annual premiums. Conditions to the Merger. The rights Merger Agreement provides that the respective obligations of each party to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) if required by the DGCL, the Merger Agreement will have been approved and obligations under this Section 8.4 shall survive adopted by the requisite vote of the holders of Shares in order to consummate the Merger; (b) no statute, rule, order, decree or regulation will have been enacted or promulgated by any foreign or domestic Governmental Entity or authority of competent jurisdiction which prohibits consummation of the Acquisition Merger and shall not be terminated foreign 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 domestic all governmental consents, orders and approvals required for the benefit of, consummation of the Merger and the transactions contemplated by the Merger Agreement will have been obtained and be in effect at the Effective Time; (c) there will be enforceable byno order or injunction (whether temporary, each Indemnified Partypreliminary or permanent) of a foreign or United States federal or state court or other governmental authority of competent jurisdiction in effect precluding, his restraining, enjoining or her heirs prohibiting consummation of the Merger which order or injunction is final and his non-applicable; (d) the applicable time period under the HSR Act shall have expired or her legal representativesbeen terminated; and (e) Parent, Purchaser or their affiliates shall have purchased Shares pursuant to the Offer.

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 WTW’s the 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 Insurance”Insurance Policy") that is no less favorable that WTW’s 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, 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 (a) From and after the Effective Time and for not less than six (6) years from and after the Effective Dateyears, Aon agrees to indemnify Parent shall indemnify, defend and hold harmless each person who on or prior to the Effective Time was an officer, director or employee of the Company and its subsidiaries and who on or prior to the Effective Time was entitled to indemnification pursuant to the Company Articles of Incorporation or Company Bylaws (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all individuals who losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement of or otherwise in connection with any claim, action, suit, proceeding or investigation (a "Claim") arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or prior to the Effective Time are past or present directors(including, officers or employees of WTW or WTW Subsidiaries (collectivelywithout limitation, the “transactions contemplated by this Agreement) to the same extent that such Indemnified Parties”) against Parties are so entitled to indemnification as of the Effective Time under the NJBCA, the Company Articles of Incorporation and the Company By-laws. In the event of any costs or expenses (including advancing attorneys’ fees and such Claim, Parent shall pay expenses in advance of the final disposition of any actual such action or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such under the NJBCA, upon receipt from the 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 whom expenses are advanced of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with undertaking to repay 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 advances contemplated 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 bySection 14A:3-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%5(6) of the last annual premium paid prior NJBCA. The Parent also shall cause the Surviving Corporation to honor any agreement in effect as of the date hereof and previously disclosed to Parent providing for the indemnification 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 any director, officer or employee or agent, in accordance with 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 terms 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 conditions 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 representativesagreement.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after Parent agrees that following the Effective DateTime it shall indemnify, Aon agrees or shall cause the Surviving Corporation and its Subsidiaries to indemnify and hold harmless all individuals indemnify, each person who is now, or has been at or any time prior to the Effective Time are past date hereof, an employee, agent, director 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 officer of the final disposition Company or 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 TransactionsCompany's Subsidiaries (individually an "Indemnified Party" and collectively the "Indemnified Parties"), whether 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 prior to("Indemnified Liability"), at based in whole or after the Effective Timein part on, or arising in connection with such persons serving as an officerwhole or in part out of, director, employee any matter existing 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 including, without limitation, matters arising out of or claimed prior pertaining to the Merger, this Agreement or the transactions contemplated by this Agreement. Parent shall, or shall cause the Surviving Corporation to, at or after the Effective Time, now existing maintain 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) effect for not less than four years after the Effective Time, Aon shall cause Time policies of directors' and officers' liability insurance equivalent in all material respects to be those maintained in effect by or on behalf of 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 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 on the date of this Agreement, hereof (and having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such provision shall be amended, modified policies) with respect to matters existing 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 coverageTime; provided, however, that WTW if the aggregate annual premiums for such insurance at any time during such period shall not be required to pay an annual premium exceed 200% of the premiums paid by the Company and its Subsidiaries for such insurance for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior to twelve calendar months immediately preceding the date of this Agreement (it being understood the "Twelve Month Premiums"), then Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the maximum coverage that Aon shall nevertheless then be obligated available at an annual premium equal to provide as much coverage as may be obtained for such amount); provided further that WTW may 200% of the Twelve Month Premiums. 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 the transactions contemplated hereby, existing or occurring at or prior to the Effective Time substitute therefor Time, then to the extent permitted by law Parent shall, or shall cause the Surviving Corporation to, 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 single premium six-year tail coverage 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 to the extent that 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 in such event the fees and expenses of such counsel shall be paid by such Indemnified Party. Notwithstanding the foregoing, in the event the Indemnified Party reasonably believes, based on the advice of his independent counsel under applicable standards of professional conduct that there is reasonably likely to be, with respect to D&O Insurance a particular matter, a conflict on any significant issue between the positions of any two or more Indemnified Parties or with an annual cost not in excess of three-hundred any Indemnitor (300%a "Conflict Matter") of the last annual premium paid prior such Indemnified Party may select a separate counsel, reasonably acceptable to the date of this Agreement. Notwithstanding anything herein Indemnitors, to the contrary, if any represent such Indemnified Party notifies Aon on or with respect to such Conflict Matter and the Indemnitor shall pay the reasonable fees and expenses of counsel so selected by the Indemnified Party in connection with such Conflict Matter. No Indemnified Party shall settle any Assertion without the prior to written consent of Parent, which, in the sixth (6th) anniversary of the Effective Time case of a matter in respect settlement solely for a cash payment, shall not be unreasonably withheld, nor shall Parent or any other Indemnitor settle any Assertion without either (i) the written consent of which all Indemnified Parties against whom such Person may seek indemnification pursuant to this Section 8.4Assertion was made, or (ii) obtaining an unconditional general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 8.4 5.8 are intended for the benefit of, and shall continue in effect with respect to such matter until be enforceable by, the final disposition of all claims, actions, investigations, suits and proceedings relating theretorespective Indemnified Parties. In the event following the Effective Time Aon Surviving Corporation or Parent 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, and in each such case, proper provision shall be made so that the successors and assigns of Aon, as the case may be, Surviving Corporation or Parent shall assume the Parent's 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 (6) years from and after The Surviving Corporation will indemnify each person who is now, or has been at any time prior to the Effective Original Agreement Date, Aon agrees a director, officer, employee or agent of the Company (including its Subsidiaries) or their successors and assigns (individually an "INDEMNIFIED PARTY" and collectively the "INDEMNIFIED PARTIES"), to indemnify the fullest extent permitted (i) by applicable law, (ii) under the certificate of incorporation or bylaws of the Company, or (iii) under any agreement with the Company as in effect immediately prior to the execution of this Agreement, with respect to any claim, Liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and hold harmless all individuals who expenses of legal counsel (whenever asserted or claimed), based in whole or in part on, or arising in whole or in part out of, any matter, state of affairs or occurrence existing or occurring at or prior to the Effective Time are past or present directorswhether commenced, 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 before or after the Effective Time, including, Liability arising under the Securities Act, the Exchange Act or state law or Liability based in connection with such persons serving as an officerwhole or in part on or arising in whole or in part out of or pertaining to the Agreement or the transactions contemplated hereby. The Surviving Corporation shall faithfully assume and honor in all respects the obligations of the Company pursuant to the Company's certificate of incorporation, director, employee or other fiduciary of WTW or bylaws and any indemnification agreements between the Company and any of the WTW Subsidiaries or Persons mentioned in the first sentence of any Person if such service was at the request or for the benefit of WTW or any this Section 7.13 existing and in force as of the WTW Subsidiaries, Original Agreement Date to the fullest extent permitted under applicable law. The Surviving Corporation will also maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained 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 on the date of this Agreement. The Parties agree Original Agreement Date (PROVIDED that all rights the Surviving Corporation may substitute therefor policies having at least the same coverage, with a comparably rated insurer and containing terms and conditions which are no less advantageous to elimination of liability, indemnification and advancement of expenses for acts the persons currently covered by such policies) with respect to matters existing or omissions occurring or alleged to have occurred at or prior to the Effective Time; PROVIDED, however, that if the aggregate annual premiums for such insurance during such period exceed 200% of the per annum rate of the aggregate premium currently paid by the Company for such insurance on the Original Agreement Date, then the Surviving Corporation will provide the maximum coverage that will then be available at an annual premium equal to 200% of such rate. The rights under this Section 7.13 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, bylaws or other similar organizational documents of the Company or any Subsidiary or under the DGCL. The rights under this Section 7.13 are contingent upon the occurrence of, and will survive consummation of, the Merger and are expressly intended to benefit each Indemnified Party. Notwithstanding the provisions of the preceding sentence, in the event of any claim (whether asserted or claimed prior to, at arising before or after the Effective Time) that may be subject to indemnification hereunder, now existing in favor of upon receipt from the Indemnified Parties as provided in their respective certificate Party to whom expenses are advanced of incorporation or by-laws (or comparable organizational documents) or in any agreement an undertaking to repay such advances to the extent required by law, the Company shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause advance expenses 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 each such Indemnified Party, in each caseincluding the payment of the fees and expenses of counsel selected by such Indemnified Party, 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 counsel shall be amendedreasonably satisfactory to the Company, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such promptly after statements therefore are received. Each Indemnified Party in respect of acts or omissions occurring or alleged (and their respective heirs and estates) is intended 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 third party beneficiary of this Section 8.4 shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits 7.13 and proceedings relating thereto. In the event following the Effective Time Aon or any of may specifically enforce 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 representativesterms.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from Parent 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 Merger Sub agree that all rights to elimination of liability, exculpation and 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 TimeTime (including any matters arising in connection with the Transactions), now existing in favor of the Company Indemnified Parties as provided in their respective certificate the organizational documents of incorporation the Company or by-laws (or comparable organizational documents) its Subsidiaries or in any agreement Contract, in each case as in effect on the date of this Agreement, accurate and complete copies of which (or forms thereof) have been provided to Parent (except as provided herein), shall survive the Acquisition Merger and shall continue in full force and effect. For six Parent shall (6and Parent shall cause the Surviving Corporation to) years after (A) indemnify, defend and hold harmless, and advance expenses to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective TimeTime (including any matters arising in connection with the Transactions), Aon shall cause to the fullest extent that the Company or its Subsidiaries would be maintained permitted by applicable Law and (B) indemnify, defend and hold harmless, and advance expenses to Company Indemnified Parties with respect to all acts or omissions by them in effect their capacities as such at any time prior to the provisions Effective Time (including any matters arising in (iconnection with the Transactions) WTW Governing Documents and to the fullest extent required by the organizational documents of any WTW Subsidiary and (ii) any other agreements of WTW and WTW the Company or its Subsidiaries with any Indemnified Party, as in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence effect on the date of this Agreement; provided that in the case of clauses (A) and (B), the Person to whom expenses are advanced provides a customary undertaking to repay such advances if it is finally determined that such Person was not entitled to indemnification with respect to the applicable act or omission. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer, member of board of managers and employee liability that are no such provision less favorable to the Company Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the date of this Agreement, 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 the Company Indemnified Parties, unless 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 modification 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 representativesby applicable Law.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective DateTime, Aon agrees 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 were directors or officers of the Company or the Company Subsidiaries or who, at the request of the Company or the Company Subsidiaries prior to the Effective Time, are serving or have served as directors, managers, members or officers of another corporation, partnership, limited liability company, joint venture, trust, pension or employees of WTW other employee benefit plan or WTW Subsidiaries enterprise (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 or any of the other Transactionstransactions contemplated hereby), 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 Company Subsidiary or any indemnification agreementsagreements with the Company or any Subsidiary thereof, 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 Subsidiary Company Subsidiaries as of the date of this Agreement 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, officers and directors and employees and advancement of expenses that are in existence on the date of this Agreement, and no such provision shall provided that these provisions may be amended, modified or repealed in any manner that so long as such amendment, modification or repeal would not 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 transactions contemplated hereby), in each case to the other Transactions)extent permitted under applicable Law. 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 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 Agreementpolicy. 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 8.46.9, the provisions of this Section 8.4 6.9 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 8.46.9. The rights and obligations under this Section 8.4 6.9 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 6.9 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. For the avoidance of doubt, this Section 6.9 shall apply, without limitation, to the persons listed in Section 6.9 of the Company Disclosure Letter, each of which shall be deemed an officer for all purposes under this Section 6.9.

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 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; 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; 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); 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. (a) For not less than six (6) years from and after the First Effective DateTime, Aon Parent agrees to cause the Surviving 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 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 First Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Offer, the Mergers or any of the other Transactions), whether asserted or claimed prior to, at or after the First 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 First Effective Time, whether asserted or claimed prior to, at or after the First 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 First 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 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 the Surviving Company on or prior to the sixth (6th) anniversary of the First Effective Time 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 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 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, by-laws of the Company and such Subsidiaries or in indemnity agreements between the Company or its Subsidiaries and such persons 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 are past or present directorsTime. Without limiting the foregoing, officers or employees of WTW or WTW Subsidiaries (collectively, in the “event any Indemnified Parties”) against Party becomes involved in any costs or expenses (including advancing attorneys’ fees and expenses capacity in advance of the final disposition of any actual or threatened claim, suitaction, proceeding or investigation to each Indemnified Party to based in whole or in part on, or arising in whole or in part out of, any matter, including 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 finaltransactions contemplated hereby, 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 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 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 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 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 representativessettlement.

Directors’ and Officers’ Insurance and Indemnification. (a) For not less than six (6) years from and after the First Effective DateTime, Aon Parent agrees to cause the Surviving 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 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 First Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition Offer, the Mergers or any of the other Transactions), whether asserted or claimed prior to, at or after the First 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 First Effective Time, whether asserted or claimed prior to, at or after the First 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 First 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 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 the Surviving Company on or prior to the sixth (6th) anniversary of the First Effective Time 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 relating thereto. In the event following the Effective Time Aon or any Table 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.Contents

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6a) years from From and after the Effective DateTime, Aon agrees to indemnify Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer, director or fiduciary of any of the HOB Entities (the “Indemnified D&O Parties”) against (i) any and all individuals who losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and expenses), fines, liabilities or judgments or amounts that are paid in settlement with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned) of or in connection with any claim, action, suit, proceeding or investigation based 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, officer or fiduciary of any of the HOB Entities whether pertaining to any action or omission existing or occurring at or prior to the Effective Time are past and whether asserted or present claimed prior to, or at or after, the Effective Time (“Indemnified D&O Liabilities”), and (ii) all Indemnified D&O Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby; provided, however, that, in the case of the Company and the Surviving Corporation such indemnification shall be to the fullest extent a corporation is permitted under the DGCL to indemnify its own directors, officers or employees fiduciaries, and in the case of WTW or WTW Subsidiaries (collectivelyParent such indemnification shall not be limited by the DGCL. Parent, the “Company, and the Surviving Corporation, as the case may be, will pay all expenses of each Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses D&O Party in advance of the final disposition of any actual such action or threatened proceeding to the fullest extent permitted by Law. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation to each is brought against any Indemnified D&O 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 arising before 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 the Indemnified D&O Parties may retain counsel reasonably satisfactory to them and the organizational documents of any WTW Subsidiary Parent and Merger Sub, (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 shall, and no shall cause the Surviving Corporation to, pay all reasonable fees and expenses of such provision counsel for the Indemnified D&O Parties promptly as statements therefor are received, and (iii) Parent shall, and shall be amendedcause the Surviving Corporation to, modified or repealed use all reasonable efforts to assist and cooperate in any manner that would adversely affect the rights or protections thereunder vigorous defense of any such Indemnified Party in respect matter, provided that none of acts Parent, Merger Sub 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 Surviving Corporation shall be liable for any settlement 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 Dateclaim effected without its written consent, 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; providedwhich consent, however, that WTW shall not be required unreasonably withheld, delayed or conditioned. Any Indemnified D&O Party wishing to pay claim indemnification under this Section 8.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent, Merger Sub or the Surviving Corporation (but the failure so to notify an annual premium for the D&O Insurance in excess of three-hundred (300%) of the last annual premium paid prior indemnifying party shall not relieve it from any liability which it may have under this Section 8.10 except 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 extent such amountfailure materially prejudices such party); 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 any Indemnified D&O Party is required to bring any action to enforce rights or any of to collect moneys due under this Agreement and is successful in such action Parent shall reimburse such Indemnified D&O Party for all its respective successors or assigns (i) consolidates with or merges into any other Person expenses in bringing and shall not be the continuing or surviving corporation or entity of pursuing 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 action. Each Indemnified D&O Party shall be made so that entitled to the successors and assigns advancement of Aon, as expenses to the case may be, shall assume the obligations set forth full extent contemplated 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 8.10 in a manner that is adverse to connection with 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 representativesaction.