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MONITOR AGREEMENT

 This Monitor Agreement (this “Agreement”) entered into this 16th day of April, 2015 by 

and among ING Financial Markets LLC (“ING” or the “Monitor”), Lafarge S.A. (“Lafarge”), 

and Holcim Ltd. (“Holcim,” collectively with Lafarge, “Respondents”) (ING, Lafarge and 

Holcim together, the “Parties”) provides as follows: 

WHEREAS, the United States Federal Trade Commission (the “Commission”) has 

accepted or will shortly accept for public comment an Agreement Containing Consent Order, 

including a proposed Decision and Order and a proposed Order to Hold Separate and Maintain 

Assets (“Hold Separate Order” and collectively, the “Orders”), which, among other things, 

requires the divestiture of certain plant and terminal assets, as defined in the Orders, and 

contemplates the appointment of a Monitor to monitor Respondents’ compliance with their 

obligations under the Orders; 

WHEREAS, the Commission has appointed ING as Monitor pursuant to the Orders, and 

ING has consented to such appointment; 

WHEREAS, the Orders further provide that Respondents shall execute an agreement, 

subject to the prior approval of the Commission, that confers all the rights and powers necessary 

to permit the Monitor to monitor Respondents’ compliance with the terms of the Orders; and 

WHEREAS, the parties to this Agreement intend to be legally bound, subject only to the 

Commission’s approval of this Agreement. 

NOW, THEREFORE, the Parties agree as follows: 

 All capitalized terms used in this Agreement and not specifically defined herein shall 

have the respective definitions given to them in the Orders. 

ARTICLE I 

1.1 Monitor’s Responsibilities. The Monitor shall be responsible for monitoring 

Respondents’ compliance with their obligations as set forth in the Orders and the Divestiture 

Agreements, as defined in the Orders (“Monitor’s Responsibilities”). 

 1.2 Access to Relevant Information and Facilities. The Monitor shall have full and 

complete access to the personnel, facilities, books, and records of Respondents related to 

Respondents’ obligations under the Orders and the Divestiture Agreements, as the Monitor may 

reasonably request. Respondents shall cooperate with any reasonable request of the Monitor. 

The Monitor shall give Respondents reasonable notice of any request for such access or such 

information and shall attempt to schedule any access or requests for information in such a 

manner as will not unreasonably interfere with Respondents’ operations. At the request of the 

Monitor, Respondents shall promptly arrange meetings and discussions, including tours of 

relevant facilities, at reasonable times and locations between the Monitor and employees of 

Respondents who have knowledge relevant to the proper discharge of the Monitor’s 

responsibilities under the Orders. 

Appendix V REDACTED PUBLIC VERSION
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1.3 Compliance Reports. Respondents shall provide the Monitor with copies of all 

compliance reports filed with the Commission in a timely manner, but in any event no later than 

five (5) business days after the date on which Respondents file such a report with the 

Commission;

1.4 Monitor’s Obligations. The Monitor shall:

a. carry out the Monitor’s Responsibilities, including submission of periodic 

reports, and such additional written reports as may be requested by the 

Commission staff, to the Commission staff regarding Respondents’ 

compliance with the Orders; 

b. maintain the confidentiality of all confidential information, including

Confidential Business Information, and any other non-public confidential 

information provided to the Monitor by Respondents, the Acquirers of the 

Divested Businesses, any supplier or customer of Respondents, or the 

Commission, and shall use such confidential information only for the purpose 

of discharging the his obligations pursuant to this Agreement and not for any

other purpose, including, without limitation, any other business, scientific, 

technological, or personal purpose. The Monitor may disclose confidential 

information only to:

i. persons employed by ING Groep N.V. or an affiliate of ING Groep 

N.V. or who are working with the Monitor under this Agreement; 

ii. persons working with the Monitor under this Agreement (and only

to the extent such persons have executed a confidentiality

agreement consistent with the provisions of this Agreement); and 

iii. persons employed at the Commission or Canadian Competition 

Bureau working on this matter.

iv. The Monitor shall maintain a record and inform the Commission of

all persons (other than the persons referenced in 1.4 (b)(i) and 1.4 

(b)(iii) above) to whom confidential information related to this 

Monitor Agreement has been disclosed.

c. require any consultants, accountants, attorneys, and any other representatives 

or assistants retained by the Monitor to assist in carrying out the Monitor’s 

Responsibilities to execute a confidentiality agreement that requires such third 

parties to treat confidential information with the same standards of care and 

obligations of confidentiality to which the Monitor must adhere under this 

Agreement;

d. maintain the confidentiality, for a period of ten (10) years after the termination 

of this Agreement, of all other aspects of the performance of the Monitor’s 

Responsibilities and not disclose any confidential information, including 

Confidential Business Information, relating thereto; and

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e. upon termination of the Monitor’s duties under this Agreement, the Monitor 

shall consult with the Commission’s staff regarding disposition of any written

and electronic materials (including materials that Respondents provided to the 

Monitor) in the possession or control of the Monitor that relate to the 

Monitor’s duties, and the Monitor shall dispose of such materials, which may 

include sending such materials to the Commission’s staff, as directed by the

staff. In response to a request by Respondents to return or destroy materials

that Respondents provided to the Monitor, the Monitor shall inform the 

Commission’s staff of such request and, if the Commission’s staff do not 

object, shall comply with the Respondents’ request. Notwithstanding the 

foregoing, the Monitor shall not be required to return or destroy confidential

information contained in an archived computer back-up system for its disaster 

recovery and/or security purposes, and it may retain a copy of confidential 

information, subject to the terms of this Agreement, in accordance with its 

internal record retention procedures for legal or regulatory purposes. Nothing

herein shall abrogate the Monitor’s duty of confidentiality, which includes an 

obligation not to disclose any non-public information obtained while acting as 

a Monitor for ten (10) years after termination of this Agreement.

For the purpose of this Agreement, information shall not be considered 

confidential or proprietary to the extent that it is or becomes part of the public 

domain (other than as the result of any action by the Monitor or by any

employee, agent, affiliate or consultant of the Monitor), or to the extent that 

the recipient of such information can demonstrate that such information was 

already known to the recipient at the time of receipt from a source other than 

the Monitor, the Respondents, or any director, officer, employee, agent, 

consultant or affiliate of the Monitor or the Respondents, when such source 

was not known to recipient after due inquiry to be restricted from making such 

disclosure to such recipient.

In the event that confidential information must be disclosed by the Monitor or 

any person referenced in 1.4(b)(i) or 1.4(b)(iii) herein under applicable law or 

pursuant to legal process, such party shall, to the extent not otherwise 

prohibited, give written notice to the Respondents that such disclosure is 

required so that the Respondents may, at their sole expense, seek an 

appropriate protective order or waive compliance with the terms hereof or 

both. If, absent the entry of a protective order or the receipt of a waiver of this 

Monitor Agreement, the Monitor or any person referenced in 1.4(b)(i) or 

1.4(b)(iii) herein is compelled by law or legal process to disclose any 

confidential information, such party (x) may disclose such information solely

to the extent required by law; (y) shall not disclose such information until 

such time as it is required by law; and (z) shall exercise commercially 

reasonable efforts to obtain reliable assurances that confidential treatment will 

be accorded to any confidential information so disclosed. Notwithstanding 

the foregoing, the Monitor or any person referenced in 1.4(b)(i) or 1.4(b)(iii) 

herein may disclose confidential information to any regulatory or selfregulatory agency having jurisdiction over such party in the course of routine 

Appendix V
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reviews or audits when such disclosure is required by law, which confidential 

information may be disclosed without notice or restriction.

1.5 Monitor Payment. Respondents will pay the Monitor the hourly fee specified in 

the attached confidential fee schedule (“Hourly Fee”) for all reasonable time spent in 

performance of the Monitor’s duties under this Agreement. In addition, Respondents will pay: 

(a) out-of-pocket expenses reasonably incurred by the Monitor in the performance of the 

Monitor's duties; and (b) fees and disbursements reasonably incurred by such consultants, 

accountants, attorneys, and other representatives and assistants as are reasonably necessary to

carry out the Monitor's duties and responsibilities hereunder; however, all such out-of-pocket

expenses and fees and disbursements shall be pre-approved by Respondents, which shall not 

withhold approval unreasonably. The Monitor shall invoice Respondents on a monthly basis,

within seven (7) days of the conclusion of the month, including details and an explanation of all 

matters for which the Monitor submits an invoice to Respondents. Respondents shall pay such

invoices within thirty (30) days of receipt. Any consultants, accountants, attorneys, and other 

representatives and assistants retained by the Monitor shall invoice their services to the Monitor 

who will review and approve such invoices and submit to Respondents for payment. At their 

own expense, Respondents may retain an independent auditor to verify such invoices. The 

Monitor and Respondents shall submit any disputes about invoices to the Commission for 

assistance in resolving such disputes. 

1.6 Monitor’s Indemnification. Respondents indemnify the Monitor, ING Groep 

N.V. and all affiliates of ING Groep N.V. and their directors and employees (the “Indemnified 

Parties”) and Respondents shall hold the Indemnified Parties harmless (regardless of any action,

whether in contract, statutory law, tort or otherwise) against any losses, claims, damages, 

liabilities, or expenses arising out of, or in connection with, the performance of the Monitor's 

duties and obligations hereunder, including all reasonable fees of counsel and other expenses 

incurred in connection with the preparation for, or defense of, any claim whether or not resulting 

in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses 

result from gross negligence, willful misconduct, or bad faith by the Indemnified Parties. The 

Monitor’s maximum liability to the Respondents relating to services rendered pursuant to this 

Monitor Agreement (regardless ofthe form of the action, whether in contract, statutory law, tort, 

or otherwise) shall be limited to the total sum of the fees paid to the Monitor by Respondents,

except to the extent resulting from the gross negligence, willful misconduct or bad faith by the

Indemnified Parties, in which case the liability is not so limited.

1.7 Disputes. In the event of a disagreement or dispute between Respondents and the 

Monitor concerning Respondents’ obligations under one or both of the Orders, and, in the event 

that such disagreement or dispute cannot be resolved by the Parties, any Party may seek the 

assistance of the individual in charge of the Commission’s Compliance Division. 

1.9 Conflicts of Interest. If the Monitor becomes aware during the term of this 

Agreement that it has or may have a conflict of interest that may affect or could have the 

appearance of affecting performance by the Monitor of any of the Monitor’s Responsibilities, the 

Monitor shall immediately inform Respondents and the Commission of any such conflict.

Appendix V
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ARTICLE II

2.1 Termination. This Agreement shall terminate upon the earlier of: (a) the 

expiration or termination of the Orders; (b) the expiration or termination of the last to expire of 

the Divestiture Agreements; (c) Respondents’ receipt of written notice from the Commission that 

the Commission has determined that ING has ceased to act or failed to act diligently, or is 

unwilling or unable to continue to serve as Monitor; and (d) with at least thirty (30) days advance 

notice to be provided by the Monitor to Respondents and to the Commission, upon resignation of 

the Monitor. If this Agreement is terminated for any reason, the confidentiality obligations set 

forth in Section 1.3 above will remain in force.

2.2 Governing Law. This Agreement and the rights and obligations of the parties 

hereunder shall in all respects be governed by the substantive laws of the state of New York, 

including all matters of construction, validity and performance. The Orders shall govern this 

Agreement and any provisions herein which conflict or are inconsistent with them may be 

declared null and void by the Commission and any provision not in conflict shall survive and 

remain a part of this Agreement.

2.3 Disclosure of Information. Nothing in this Agreement shall require 

Respondents to disclose any material information that is subject to a legally recognized privilege 

or that Respondents are prohibited from disclosing by reason of law or an agreement with a third 

party.

2.4 Assignment. This Agreement may not be assigned or otherwise transferred by 

Respondents or the Monitor without the consent of Respondents and the Monitor and the 

approval of the Commission. Any such assignment or transfer shall be consistent with the terms 

of the Orders.

2.5 Modification. No amendment, modification, termination, or waiver of any

provision of this Agreement shall be effective unless made in writing, signed by all parties, and 

approved by the Commission. Any such amendment, modification, termination, or waiver shall 

be consistent with the terms of the Orders.

2.6 Approval by the Commission. This Agreement shall have no force or effect 

with respect to the Orders until approved by the Commission.

2.7 Entire Agreement. This Agreement, and those portions of the Orders 

incorporated herein by reference, constitute the entire agreement of the parties and supersede any

and all prior agreements and understandings between the Monitor and Respondents, written or 

oral, with respect to the subject matter hereof.

2.8 Duplicate Originals. This Agreement may be executed in several counterparts, 

each of which shall be deemed an original, but all of which together shall constitute one and the 

same document.

2.9 Section Headings. Any heading of a section is for convenience only and is to be 

assigned no significance whatsoever as to its interpretation and intent.

Appendix V
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ARTICLE III

3.1 In the performance of his functions and duties under this Agreement, the Monitor 

shall exercise the standard of care and diligence that would be expected of a reasonable person in 

the conduct of its own business affairs.

3.2 It is understood that the Monitor will be serving under this Agreement as an 

independent contractor and that the relationship of employer and employee shall not exist 

between the Monitor and Respondents.

3.3 This Agreement is for the sole benefit of the Parties hereto and their permitted 

assigns and the Commission, and nothing herein express or implied shall give, or be construed to 

give, any other person any legal or equitable rights hereunder.

3.4 In the event that ING wishes to terminate this Agreement, ING shall provide 

written notice to the Respondents and the Commission. Respondents and ING shall work in 

good faith with the Commission to identify and propose to the Commission a successor Monitor.

ING shall continue to serve as Monitor under the terms of this Agreement until such time as the 

Commission approves a successor Monitor, and ING’s termination of this Agreement shall be 

effective only upon the approval by the Commission of a successor Monitor.

ARTICLE IV

4.1 The Monitor should have all of the powers and responsibilities and protections 

conferred upon the Monitor by the Hold Separate Order, including but not limited to:

a. monitoring the organization and operations of the Hold Separate Business;

b. supervising the management of the Hold Separate Business through the 

Managers;

c. maintaining the independence of the Hold Separate Business;

d. monitoring Respondents’ compliance with their obligations as required by

the Orders; and

e. reviewing Replacement Contracts and Allocated Shared Contracts and

determining, in consultation with Commission staff, whether these 

contracts comply with the Hold Separate Order.

4.2 By the date of the Hold Separate Order, Respondents shall transfer to and confer 

upon the Monitor all rights, powers and authority necessary to permit the Monitor to perform its 

duties and responsibilities pursuant to and consistent with the purposes of the Hold Separate 

Order.

4.3 Subject to applicable laws and regulations, the Monitor shall have full and 

complete access to the personnel, books, records, documents, and facilities of the Hold Separate 

Business, and to any other relevant information as the Monitor may reasonably request,

Appendix V
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including but not limited to all documents kept by the Respondents in the ordinary course of 

business that relate to the Hold Separate Business. Respondents shall develop such financial and 

other information as the Monitor may reasonably request and shall cooperate with the Monitor. 

The Monitor shall give Respondents reasonable notice of any request for such access or 

information. The Monitor shall attempt to schedule any access or requests for information in 

such a manner as will not unreasonably interfere with Respondents’ operations. 

[The rest of the page has been intentionally left blank.]

Appendix V
Appendix V

IN WITNESS \VHEREOF, the parties hereto have executed this Agreement as of 

the date first above written. 

MONITOR 

ING Financial Markets LLC 

Phillip Comerford, Jr. 

Managing Director 

8 

RESPONDENTS 

Lafarge S.A. 

~.;-~ By: Bi Yong Chungunco 

Title: Senior Vice President -

Group General Counsel & 

Corporate Secretary 

Holcim Ltd. 

By: 

Title: 
Appendix V

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 

date first above written. 

MONITOR RESPONDENTS 

lNG Financial Markets LLC Lafarge S.A. 

liillip Comerford, Jr. By: 

Managing Director Title: 

Holcim Ltd. 

By: 

Title: 

8 
Appendix V

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 

date first above written. 

MONITOR 

ING Financial Markets LLC 

Phillip Comerford, Jr. 

Managing Director 

8 

RESPONDENTS 

Lafarge S.A. 

By: 

Title: 

Holcim L 

By: Be.rn o Fontana 

Title: CEO, Holcim Ltd 

By: Xavier Dedullen 

I~ I 0 Lf I 2 .] I f 

Title: Chief Legal & Compliance Officer, 

Holcim Ltd