Exhibit 4.1


                             NOTE PURCHASE AGREEMENT


                                      among

                     TRINITY ACQUISITION LIMITED, as Issuer,

                         WILLIS GROUP HOLDINGS LIMITED,

                      WILLIS INVESTMENT HOLDINGS UK, LTD.,

                                  TA I LIMITED,

                                 TA II LIMITED,

                                 TA III LIMITED,

                                 TA IV LIMITED,

                            WILLIS GROUP LIMITED, and

                WILLIS NORTH AMERICA INC., as Initial Guarantors

                       GSMP V ONSHORE INTERNATIONAL, LTD.,

                      GSMP V OFFSHORE INTERNATIONAL, LTD.,

        GSMP V INSTITUTIONAL INTERNATIONAL, LTD., as GSMP Purchasers, and

                   GS MEZZANINE PARTNERS V INSTITUTIONAL, L.P.

                          Dated as of February 10, 2009

                                  Relating to:

                                 $500,000,000.00
                   12.875% Senior Notes Due December 31, 2016


<PAGE>

<TABLE>
<CAPTION>

                                        TABLE OF CONTENTS

                                                                                            Page

<S>      <C>      <C>                                                                         <C>
SECTION 1.        DEFINITIONS AND ACCOUNTING TERMS.............................................1

1.1.     Definitions...........................................................................1
1.2.     Rules of Construction.................................................................7

SECTION 2.        AUTHORIZATION AND ISSUANCE OF NOTES..........................................8

2.1.     Authorization of Issue................................................................8
2.2.     Sale and Purchase of the Notes........................................................8
2.3.     Closing...............................................................................9

SECTION 3.        CONDITIONS TO CLOSING........................................................9

3.1.     Financial Information.................................................................9
3.2.     Change of Control....................................................................10
3.3.     Representations and Warranties.......................................................10
3.4.     Financing Documents..................................................................10
3.5.     Organizational Documents; Incumbency.................................................10
3.6.     Opinions of Counsel to Obligors......................................................10
3.7.     Solvency Certificate.................................................................11
3.8.     Consents.............................................................................11
3.9.     PATRIOT Act Information..............................................................11
3.10.    Payment of Expenses; Closing Payment.................................................11
3.11.    Officer's Certificate................................................................11
3.12.    Satisfaction of Existing Bridge Loan.................................................11
3.13.    Subordination of Intercompany Debt...................................................11
3.14.    Registration.........................................................................12
3.15.    Listing..............................................................................12
3.16.    Rating...............................................................................12

SECTION 4.        REPRESENTATIONS AND WARRANTIES..............................................12

4.1.     Organization; Power..................................................................12
4.2.     Authorization; Enforceability........................................................12
4.3.     Governmental Approvals; No Conflicts.................................................13
4.4.     Financial Condition..................................................................13
4.5.     Properties; Material Contracts.......................................................13
4.6.     Litigation and Environmental Matters.................................................13
4.7.     Compliance with Laws; Absence of Default.............................................14
4.8.     Investment Company Status; Governmental Regulations..................................14
4.9.     Taxes................................................................................14
4.10.    ERISA; Employee Matters..............................................................14
4.11.    Disclosure...........................................................................15
4.12.    Subsidiaries.........................................................................15
4.13.    Solvency.............................................................................15
4.14.    Margin Stock.........................................................................15
4.15.    Insurance............................................................................15


                                                i
<PAGE>

4.16.    Financial Reporting..................................................................16
4.17.    Duties and Taxes.....................................................................16
4.18.    Immunity.............................................................................17
4.19.    Judgments............................................................................17
4.20.    No Registration Required.............................................................18
4.21.    No Integration of Offerings or General Solicitation..................................18
4.22.    Eligibility for Resale under Rule 144A...............................................18
4.23.    PATRIOT Act..........................................................................19

SECTION 5.        REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASERS....................19

5.1.     Representation and Warranties........................................................19
5.2.     Tax Forms............................................................................20
5.3.     Listing..............................................................................20

SECTION 6.        COVENANTS...................................................................20

6.1.     Future Reports to GSMP Purchasers, the GSMP VCOC, and any Subsequent Holder..........20
6.2.     Notices of Material Events...........................................................22
6.3.     Books and Records; Access............................................................22
6.4.     Tax Treatment........................................................................23
6.5.     Use of Proceeds......................................................................24

SECTION 7.        PROVISIONS RELATING TO RESALES OF NOTES.....................................24

7.1.     Private Offerings....................................................................24
7.2.     Procedures and Management Cooperation in Private Offerings...........................24
7.3.     No Integration.......................................................................24

SECTION 8.        EXPENSES, INDEMNIFICATION AND CONTRIBUTION..................................25

8.1.     Expenses.............................................................................25
8.2.     Indemnification......................................................................25
8.3.     Waiver of Punitive Damages...........................................................25
8.4.     Survival.............................................................................25
8.5.     Tax Treatment of Indemnification Payments............................................26

SECTION 9.        MISCELLANEOUS...............................................................26

9.1.     Notices..............................................................................26
9.2.     Benefit of Agreement and Assignments.................................................26
9.3.     No Waiver; Remedies Cumulative.......................................................27
9.4.     Amendments, Waivers and Consents.....................................................27
9.5.     Counterparts.........................................................................27
9.6.     Reproduction.........................................................................28
9.7.     Headings.............................................................................28
9.8.     Survival of Covenants and Indemnities................................................28
9.9.     Governing Law; Submission to Jurisdiction; Venue.....................................28
9.10.    Severability.........................................................................29
9.11.    Entirety.............................................................................29
9.12.    Survival of Representations and Warranties...........................................29


                                               ii
<PAGE>

9.13.    Construction.........................................................................29
9.14.    Incorporation........................................................................29
9.15.    Confidentiality......................................................................30
9.16.    Maximum Rate.........................................................................30
9.17.    PATRIOT Act..........................................................................31
9.18.    Currency.............................................................................31
9.19.    Further Assurances...................................................................31

EXHIBITS:

Exhibit A                  Form of Indenture
Exhibit B                  Form of Registration Rights Agreement
Exhibit C                  Form of Compliance Certificate
Exhibit 3.5                Form of Secretary's Certificate
Exhibit 3.6(a)             Form of Opinion of New York Counsel
Exhibit 3.6(b)             Form of Opinion of English Counsel
Exhibit 3.6(c)             Form of Opinion of Bermuda Counsel
Exhibit 3.7                Form of Solvency Certificate
Exhibit 3.11               Form of Officer's Certificate

SCHEDULES:

Schedule 2.2               Information Relating to the Purchasers
Schedule 4.3               Consents
Schedule 4.5               Material Contracts; Encumbrances or Restrictions
Schedule 4.6               Litigation and Environmental Matters
Schedule 4.12              Subsidiaries
Schedule 4.15              Insurance

</TABLE>


                                              iii
<PAGE>

                             NOTE PURCHASE AGREEMENT

         NOTE PURCHASE  AGREEMENT,  dated as of February 10, 2009, among Trinity
Acquisition  Limited, a company organized and operated under the laws of England
and Wales and an indirect Wholly-Owned Subsidiary (as defined below) of Holdings
(as defined below) (the "Issuer"),  Willis Group Holdings  Limited,  an exempted
company  under the  Companies  Act 1981 of Bermuda  ("Holdings"),  Willis  North
America Inc., a Delaware  corporation  ("WNA"),  Willis Investment  Holdings UK,
Ltd.,  a company  organized  and  operated  under the laws of England  and Wales
("Willis UK"), Willis Group Limited,  a company organized and operated under the
laws of England and Wales  ("Willis  Group  Limited"),  TA I Limited,  a company
organized  and  operated  under the laws of England  and Wales  ("TA I"),  TA II
Limited,  a company  organized and operated  under the laws of England and Wales
("TA II"), TA III Limited,  a company  organized and operated  under the laws of
England and Wales ("TA III"),  TA IV Limited,  a company  organized and operated
under the laws of England and Wales ("TA IV" and together  with  Holdings,  WNA,
Willis  UK,  Willis  Group  Limited,  TA I,  TA II,  and TA  III,  the  "Initial
Guarantors"),   GSMP  V  Onshore   International,   Ltd.,  an  exempted  company
incorporated  in the Cayman Islands with limited  liability  ("GSMP V Onshore"),
GSMP V Offshore  International,  Ltd., an exempted  company  incorporated in the
Cayman  Islands  with  limited   liability   ("GSMP  V  Offshore")  and  GSMP  V
Institutional  International,  Ltd.,  an exempted  company  incorporated  in the
Cayman Islands with limited liability ("GSMP V Institutional" and, together with
GSMP V Onshore and GSMP V Offshore, the "GSMP Purchasers", and together with any
Subsequent  Purchasers (as defined below),  the  "Purchasers")  and GS Mezzanine
Partners V Institutional,  L.P., an exempted partnership organized in the Cayman
Islands with limited liability ("GSMP VCOC").

                                    RECITALS

         WHEREAS,  WNA,  an  indirect  Wholly-Owned  Subsidiary  of the  Issuer,
intends to repay a portion of WNA's Existing Bridge Loan (as defined below).

         WHEREAS,  the repayment of the Existing  Bridge Loan and the payment of
related  transaction  fees and expenses  (the  "Refinancing")  is intended to be
financed by the issuance by the Issuer to the GSMP Purchasers on the date hereof
of  $500,000,000.00  in an aggregate  original  principal amount of the Issuer's
12.875%  senior  notes due December 31, 2016 (such notes and all notes issued in
exchange,  substitution or replacement therefore,  the "Notes"),  upon the terms
and subject to the  conditions set forth in this Agreement and the Indenture (as
defined below).

         NOW, THEREFORE, the parties hereto agree as follows:

                                   SECTION 1.
                        DEFINITIONS AND ACCOUNTING TERMS
                        --------------------------------

         1.1.     Definitions.

         As used herein,  capitalized  terms which are defined in the  Indenture
shall  have,  except  where  otherwise  expressly  set  forth  herein,  the same
respective meanings as such terms have in the Indenture,  and, in addition,  the
following  terms shall have the  meanings  specified  herein  unless the context
otherwise  requires (it being understood that defined terms shall include in the
singular number the plural and in the plural the singular):

         "Agreement" is defined in Section 9.4.


                                       1
<PAGE>

         "Board of Governors"  means the Board of Governors of the United States
Federal Reserve System, or any successor thereto.

         "Closing" is defined in Section 2.3(a).

         "Closing Date" is defined in Section 2.3(a).

         "Closing  Payment" means,  with respect to each GSMP Purchaser,  on the
Closing Date, an amount equal to 3.5% of the aggregate  principal  amount of the
Notes purchased by such GSMP Purchaser on or as of such Closing Date.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" is defined in the Recital.
          -------

         "Compliance Certificate" means a certificate  substantially in the form
of Exhibit C.

         "Confidential Information" is defined in Section 9.15(a).

         "Debt Rating"  means,  as of any date of  determination,  the rating as
determined  by  any  Rating   Agency  (if  by  more  than  one  Rating   Agency,
collectively,   the   "Debt   Ratings"),   as   applicable,   of  the   Issuer's
non-credit-enhanced, senior unsecured long-term debt.

         "DTC" is defined in Section 7.2(a).

         "DTC Agreement" means a letter of representation between the Issuer and
DTC.

         "Employee Benefit Plan" means any Multiemployer Plan or Pension Plan.

         "Environmental  Claim"  means  any  investigation,  notice,  notice  of
violation,  claim, action, suit,  proceeding,  demand,  abatement order or other
order or directive (conditional or otherwise),  by any Governmental Authority or
any other Person,  arising (i) pursuant to or in  connection  with any actual or
alleged  violation  of any  Environmental  Law;  (ii)  in  connection  with  any
Hazardous  Material or any actual or alleged Hazardous  Materials  Activity;  or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

         "Environmental  Laws"  means any and all  current or future  foreign or
domestic,  federal or state (or any  subdivision  of either of them),  statutes,
ordinances, orders, rules, regulations,  judgments, Governmental Authorizations,
or  any  other  requirements  of  Governmental   Authorities   relating  to  (i)
environmental  matters,  including  those  relating to any  Hazardous  Materials
Activity;  (ii) the  generation,  use,  storage,  transportation  or disposal of
Hazardous Materials;  or (iii) occupational safety and health, natural resources
or the  protection of human,  plant or animal  health or welfare,  in any manner
applicable to the Issuer or any of its Subsidiaries or any Facility.

         "Environmental Liability" means any liability,  contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities),  of  Holdings  and  its  Subsidiaries  directly  or
indirectly  resulting from or based upon (i) violation of any Environmental Law;
(ii) the  generation,  use,  handling,  transportation,  storage,  treatment  or
disposal of any Hazardous Materials;  (iii) exposure to any Hazardous Materials;
(iv) the  release or  threatened  release of any  Hazardous  Materials  into the
environment  or (v) any  contract,  agreement  or other  consensual  arrangement
pursuant to which  liability  is assumed or imposed  with  respect to any of the
foregoing.


                                       2
<PAGE>

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time, and the regulations promulgated thereunder.

         "ERISA   Affiliate"  means  any  trade  or  business  (whether  or  not
incorporated)  that,  together with  Holdings,  is treated as a single  employer
under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code
for purposes of provisions relating to Section 412 of the Code).

         "ERISA  Event" means (i) a  Reportable  Event with respect to a Pension
Plan;  (ii) a withdrawal by Holdings or any ERISA  Affiliate from a Pension Plan
subject  to  Section  4063  of  ERISA  during  a plan  year  in  which  it was a
substantial  employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of  operations  that is treated as such a withdrawal  under  Section  4062(e) of
ERISA; (iii) a complete or partial withdrawal by Holdings or any ERISA Affiliate
from a  Multiemployer  Plan  or  notification  that a  Multiemployer  Plan is in
reorganization;  (iv) the  filing  of a  notice  of  intent  to  terminate,  the
treatment of a Pension Plan  amendment as a  termination  under  Section 4041 or
4041A of ERISA,  or the  commencement  of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer  Plan; (v) an event or condition which constitutes
grounds under Section 4042 of ERISA for the  termination  of, or the appointment
of a trustee to administer,  any Pension Plan or Multiemployer  Plan or (vi) the
imposition  of any  liability  under  Title  IV of  ERISA,  other  than for PBGC
premiums due but not  delinquent  under Section 4007 of ERISA,  upon Holdings or
any ERISA Affiliate.

         "Existing  Bridge Loan" means that  certain  364-Day  Credit  Agreement
dated as of October 1, 2008 between  Holdings,  WNA, the lenders party  thereto,
Bank of America,  N.A., as administrative agent, Banc of America Securities LLC,
J.P. Morgan  Securities Inc.,  Suntrust Robinson  Humphrey,  Inc., and the Royal
Bank of Scotland,  PLC as Book Managers,  and Bank of America  Securities LLC as
Sole Lead Arranger, as amended.

         "Facility" means any real property  (including all buildings,  fixtures
or other  improvements  located  thereon) now,  hereafter or  heretofore  owned,
leased,  operated  or used by the  Issuer or any of its  Subsidiaries  or any of
their respective predecessors.

         "Financing  Documents"  means,   collectively,   this  Agreement,   the
Indenture,  the Notes, the Registration  Rights Agreement and all  certificates,
instruments,  and other  documents made or delivered in connection  herewith and
therewith.

         "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

         "Fiscal  Year" means the fiscal year of Holdings  and its  Subsidiaries
ending on December 31 of each calendar year.

         "Governmental  Authority" means the government of the United States and
United  Kingdom or any other nation,  or of any political  subdivision  thereof,
whether state or local, and any agency, authority,  instrumentality,  regulatory
body,  court,  central bank or other entity exercising  executive,  legislative,
judicial,  taxing,  regulatory  or  administrative  powers  or  functions  of or
pertaining to government where appropriate  (including any supra-national bodies
such as the European Union or the European Central Bank).

         "Governmental Authorization" means any permit, license,  authorization,
plan,  directive,  consent order or consent  decree of or from any  Governmental
Authority.

         "GSMP Purchasers" is defined in the Preamble.


                                       3
<PAGE>

         "GSMP VCOC" is defined in the Preamble.

         "GSMP V Institutional" is defined in the Preamble.

         "GSMP V Offshore" is defined in the Preamble.

         "GSMP V Onshore" is defined in the Preamble.

         "Hazardous Materials" means any chemical, material, substance or waste,
exposure  to which is  prohibited,  limited  or  regulated  by any  Governmental
Authority  or which may or could  pose a hazard to the  health and safety of the
owners,  occupants  or any  Persons in the  vicinity  of any  Facility or to the
indoor or outdoor environment or natural resources.

         "Hazardous  Materials  Activity" means any past,  current,  proposed or
threatened  activity,  event or occurrence  involving  any Hazardous  Materials,
including  the  use,  manufacture,   possession,   storage,  holding,  presence,
existence,   location,  Release,   threatened  Release,  discharge,   placement,
generation,  transportation,  processing,  construction,  treatment,  abatement,
removal,  remediation,  disposal,  disposition  or  handling  of  any  Hazardous
Materials,  and any corrective  action or response action with respect to any of
the foregoing.

         "Holdings" is defined in the Preamble.

         "Indemnitee" is defined in Section 8.2.

         "Indenture"  means,  prior to the Closing  Date,  the form of indenture
attached  hereto as Exhibit A and on and after the Closing  Date the  Indenture,
substantially  in the form  attached  hereto as  Exhibit  A,  among the  Issuer,
Holdings,  the Guarantors as listed therein and The Bank of New York Mellon,  as
trustee, as amended,  supplemented,  restated or otherwise modified from time to
time.

         "Infringe"  means,  in relation to  Intellectual  Property,  infringing
upon, misappropriating or violating the rights of any third party.

         "Initial Guarantors" is defined in the Preamble.

         "Intellectual  Property" means the following and all rights  pertaining
thereto: (a) patents,  patent applications,  provisional patent applications and
statutory invention registrations (including all utility models and other patent
rights under the Laws of all countries),  (b) trademarks,  service marks,  trade
dress,  logos,  trade names,  service names,  corporate names,  domain names and
other  brand  identifiers,   registrations  and  applications  for  registration
thereof,  (c) copyrights,  proprietary designs,  computer software,  mask works,
databases,  and  registrations  and applications for registration  thereof,  (d)
confidential and proprietary information,  trade secrets, know-how and show-how,
and (e) all similar rights, however denominated, throughout the world.

         "Investment  Company Act" means the  Investment  Company Act of 1940 as
from time to time in effect and any successor act to all or a portion thereof.

         "Investment  Grade  Rating" means a rating equal to or higher than Baa3
(or the  equivalent)  by  Moody's  and BBB- (or the  equivalent)  by S&P,  or an
equivalent rating by any other Rating Agency.


                                       4
<PAGE>

         "Law"  means  any  federal,  state,  local  or  foreign  law,  statute,
ordinance,  rule, regulation,  judgment,  code, order,  injunction,  arbitration
award, writ, decree,  agency requirement,  license or permit of any Governmental
Authority.

         "Material  Acquisition"  means an acquisition by Holdings or any of its
Subsidiaries  of any Person,  property,  business or asset  outside the ordinary
course of business for total consideration in excess of $25,000,000.00.

         "Material  Adverse Effect" means (i) a material adverse change in, or a
material  adverse effect upon,  the business,  financial  position,  property or
results of operations of Holdings and its Subsidiaries  taken as a whole; (ii) a
material  impairment  of the ability of any  Obligor to perform its  obligations
under any Financing Document to which it is a party; or (iii) a material adverse
effect upon the legality, validity, binding effect or enforceability against any
Obligor of any Financing Document to which it is a party.

         "Material  Contract"  means any contract or other  arrangement to which
Holdings,  the Issuer or any of their  Subsidiaries  is a party  (other than the
Financing Documents) for which breach,  nonperformance,  cancellation or failure
to renew could reasonably be expected to have a Material Adverse Effect.

         "Multiemployer  Plan" means a multiemployer plan, as defined in Section
3(37) or 4001(a)(3) of ERISA,  to which Holdings or any ERISA Affiliate makes or
is obligated to make contributions, or during the preceding five plan years, has
made or been  obligated to make  contributions  (excluding  any foreign plans of
Holdings or any of its ERISA Affiliates).

         "Non-Utilization  Fee" means an amount equal to the Applicable  Premium
that would have been payable if Notes with an aggregate  principal  amount equal
to the  Non-Utilized  Amount had been issued on the Closing  Date and such Notes
were thereafter  immediately  redeemed in accordance with Section 3.07(a) of the
Indenture.

         "Non-Utilized  Amount" means an amount equal to  $500,000,000.00  minus
the aggregate principal amount of Notes actually issued on the Closing Date.

         "Notes" is defined in the Recitals.

         "Obligor" means the Issuer and each Guarantor of the obligations of the
Issuer under the  Indenture,  as applicable,  and "Obligors"  means all of them,
collectively.

         "Organizational  Documents" means, (i) with respect to any corporation,
the  certificate or articles of  incorporation  and the bylaws (or equivalent or
comparable  constitutive  documents with respect to any entity  incorporated  or
established  in a  non-U.S.  jurisdiction);  (ii) with  respect  to any  limited
liability company,  the certificate or articles of formation or organization and
operating agreement;  and (iii) with respect to any partnership,  joint venture,
trust or other form of business entity, the partnership,  joint venture or other
applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect  thereto filed in connection with its formation or
organization with the applicable  Governmental  Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

         "Outside Closing Date" is defined in Section 2.3(a).


                                       5
<PAGE>

         "PATRIOT Act" means the Uniting and Strengthening  America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of
Pub. L. 107-56  (signed  into law  October 26,  2001)),  as it may be amended or
renewed from time to time.

         "PBGC" means the Pension Benefit Guaranty  Corporation  referred to and
defined in ERISA and any successor entity performing similar functions.

         "Pension Plan" means any "employee  pension benefit plan" as defined in
Section  3(2) of ERISA,  other than a  Multiemployer  Plan,  which is subject to
Section 412 or 430 of the Internal  Revenue Code or Section 302 of ERISA, and in
respect of which the Issuer or any of its  Subsidiaries  has or could reasonably
be expected to have  liability,  contingent  or otherwise,  under ERISA,  and in
respect of any pension plan which the Issuer or any of its Subsidiaries operates
in the United Kingdom in respect of which the Issuer or any of its  Subsidiaries
has or could  reasonably be expected to have liability,  contingent or otherwise
under the  provisions  of the United  Kingdom  Pensions Act 2004 and  subsidiary
legislation.

         "Private  Offering"  means any offer  and/or sale by one or more of the
Purchasers of some or all of the Notes without registration under the Securities
Act but in compliance  with Rule 144A,  Rule 144,  Regulation S, Section 4(1) or
any other applicable rule or provision under the Securities Act.

         "Purchase Price" is defined in Section 2.2(b).

         "Purchasers" is defined in the Preamble.

         "Refinancing" is defined in the Recitals.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated as of the Issue Date among the GSMP Group and the Obligors,  substantially
in the form attached hereto as Exhibit B.

         "Regulation D" means Regulation D under the Securities Act as from time
to time in effect and any successor regulation to all or a portion thereof.

         "Regulation  U" means  Regulation  U of the Board of  Governors  of the
Federal  Reserve  System  as  from  time to time  in  effect  and any  successor
regulation to all or a portion thereof.

         "Release"  means  any  release,  spill,  emission,   leaking,  pumping,
pouring, injection, escaping, deposit, disposal, discharge,  dispersal, dumping,
leaching  or  migration  of any  Hazardous  Material  into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed  receptacles  containing  any  Hazardous  Material),  including the
movement of any  Hazardous  Material  through the air,  soil,  surface  water or
groundwater.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA,  other than events for which the 30-day  notice  requirement  has been
waived under the applicable regulations.

         "Rule 502" means Rule 502 of Regulation D under the  Securities  Act as
from time to time in effect  and any  successor  regulation  to all or a portion
thereof.

         "Securities" means any stock,  shares,  partnership  interests,  voting
trust  certificates,  certificates  of interest or  participation  in any profit
sharing agreement or arrangement,  options, warrants, bonds, debentures,  notes,
or  other  evidences  of  indebtedness,   secured  or  unsecured,   convertible,
subordinated  or  otherwise,  or in general any  instruments  commonly  known as
"securities"  or any  certificates  of  interest,  shares or  participations  in
temporary or interim  certificates  for the purchase or  acquisition  of, or any
right to subscribe to, purchase or acquire, any of the foregoing.


                                       6
<PAGE>

         "Senior Officer" means the Chairman,  the Chief Executive Officer,  the
President, the Chief Financial Officer, the Chief Operating Officer or the Chief
Accounting  Officer,  the Secretary,  the Treasurer or a Director (in respect of
any Person organized and operated under the laws of England and Wales).

         "Specified  Conditions" means the conditions set forth in Sections 3.3,
3.11 and  3.16;  provided,  that no  condition  set forth  shall be a  Specified
Condition  to the  extent the  failure  of such  condition  to be  satisfied  is
reasonably within the good faith control of Holdings or its Subsidiaries.

         "Subsequent  Holder" means each Person  holding an aggregate  principal
amount of Notes of not less than  $10,000,000.00  that accedes to this Agreement
after the date hereof  either  before or after the Closing;  provided,  however,
that the  total  aggregate  principal  amount  of Notes  held by all  Subsequent
Holders shall not exceed $100,000,000.00.

         "Subsequent  Purchaser" means a purchaser of any Note who acquired such
Note in a Private  Offering in  accordance  with Section 7.1 and any  Subsequent
Holder.

         "TA I" is defined in the Preamble.

         "TA II" is defined in the Preamble.

         "TA III" is defined in the Preamble.

         "TA IV" is defined in the Preamble.

         "Tax" or "Taxes" means any present or future tax, levy,  impost,  duty,
assessment,  deduction  or  withholding  of any nature and whatever  called,  by
whomsoever, on whomsoever and wherever imposed, levied,  collected,  withheld or
assessed.

         "Transactions"  means the  transactions  contemplated  by the Financing
Documents  (including  the  Guarantee  set out in Article 10 of the  Indenture),
including the Refinancing.

         "Trustee" is defined in the Recitals.

         "UK Pensions  Event" means (i) the  termination  of a UK Pension  Plan,
(ii) the  withdrawal of a  participating  employer  from a UK Pension Plan,  and
(iii) the  imposition  of  Contribution  Notice  under  Section 38 of the United
Kingdom Pensions Act 2004 and/or the imposition of a Financial Support Direction
under Section 43 of the United Kingdom Pensions Act 2004

         "Willis UK" is defined in the Preamble.

         1.2.     Rules of Construction.

         Unless the context otherwise requires:

         (a) a term has the meaning assigned to it;

         (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;


                                       7
<PAGE>

         (c) "or" is not exclusive;

         (d) words in the singular include the plural, and in the plural include
the singular;

         (e) "will" shall be interpreted to express a command;

         (f) provisions apply to successive events and transactions;

         (g) references to sections of, or rules under, the Securities Act shall
be deemed to include substitute, replacement or successor sections or rules
adopted by the SEC from time to time;

         (h) unless the context otherwise requires, any reference to an
"Article," "Section" or "clause" refers to an Article, Section or clause, as the
case may be, of this Agreement;

         (i) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not any particular
Article, Section, clause or other subdivision;

         (j) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein);

         (k) any reference herein to any Person shall be construed to include
such Person's successors and assigns; and

         (l) the word "including" shall mean "including without limitation".

                                   SECTION 2.
                       AUTHORIZATION AND ISSUANCE OF NOTES
                       -----------------------------------

         2.1.     Authorization of Issue.

         On or prior to the Closing,  the Issuer will authorize the issuance and
sale of the Notes. The Notes shall be substantially in the form specified in the
Indenture.

         2.2.     Sale and Purchase of the Notes.

         (a) Subject to the terms and conditions of this Agreement, the Issuer
will issue and sell to the GSMP Purchasers and the GSMP Purchasers will purchase
from the Issuer, at the Closing provided for in Section 2.3, the Notes in the
principal amounts and for the portion of the Purchase Price as set forth
opposite such GSMP Purchaser's name on Schedule 2.2.

         (b) The aggregate cash purchase price (the "Purchase Price") for the
Notes shall be equal to the principal amount of the Notes being so purchased,
net of the aggregate amount of the Closing Payments with respect thereto.

         (c) The parties agree to report the sale and purchase of the Notes for
all federal, state, local and foreign Tax purposes in a manner consistent with
the foregoing and agree to take no position inconsistent with the foregoing.


                                       8
<PAGE>

         (d) The obligations hereunder of the GSMP Purchasers to purchase and
pay for the Notes are several and not joint and no GSMP Purchaser shall have any
liability to any Person for the performance or non-performance by any other GSMP
Purchaser.

         2.3.     Closing.

         (a) The sale and purchase of the Notes shall occur at the offices of
Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, NY
10004, at 10 a.m. local time, at a closing (the "Closing") on March 6, 2009 (the
"Closing Date"), or at such other time or on such other Business Day as notified
by the GSMP Purchasers to the Issuer in writing, but in any event by no later
than March 22, 2009 (the "Outside Closing Date") (in either case, the date and
time of the Closing is referred to herein as the "Closing Date").

         (b) At the Closing, the Issuer will deliver to each GSMP Purchaser
purchasing Notes, in such denominations as such GSMP Purchaser may request
(subject to the terms of the Indenture), Notes representing in the aggregate the
full principal amount of Notes to be purchased by such GSMP Purchaser on the
Closing Date, each such Note dated the Closing Date and registered in such GSMP
Purchaser's name or in accordance with Section 7.2(a), against payment by such
GSMP Purchaser to the Issuer of the amount of the applicable portion of the
Purchase Price (as provided in Section 2.2 and Schedule 2.2), net of the
applicable Closing Payment, by wire transfer of immediately available funds to
such bank account or accounts as the Issuer may request in writing at least
three Business Days prior to the Closing Date.

         (c) If on the earlier of the Closing Date or the Outside Closing Date,
(i) the Issuer shall have failed to deliver to the GSMP Purchasers the Notes as
provided in Section 2.3(b), or any of the conditions specified in Section 3
(other than the Specified Conditions) shall not have been fulfilled to the GSMP
Purchasers' reasonable satisfaction or waived by the GSMP Purchasers, or (ii)
the Issuer shall have issued Notes with an aggregate principal amount of less
than $500,000,000.00, then (without waiving any other rights or remedies such
GSMP Purchaser may have by reason of such failure or such non-satisfaction by
the Issuer) the Issuer shall pay to the GSMP Purchasers on the earlier of the
Closing Date and the Outside Closing Date by wire transfer of immediately
available funds to the bank accounts set forth adjacent such GSMP Purchaser's
name on Schedule 2.2, an amount equal to the Non-Utilization Fee. Without
limiting the foregoing, if on the earlier of the Closing Date or the Outside
Closing Date, the Issuer shall have failed to deliver to the GSMP Purchasers the
Notes as provided in Section 2.3(b), or any of the conditions specified in
Section 3 shall not have been fulfilled to the GSMP Purchasers' reasonable
satisfaction or waived by the GSMP Purchasers, then each GSMP Purchaser shall be
relieved of all further obligations under this Agreement without thereby waiving
any other rights or remedies such GSMP Purchaser may have by reason of such
failure or such non-satisfaction by the Issuer.

                                   SECTION 3.
                              CONDITIONS TO CLOSING
                              ---------------------

         Each GSMP  Purchaser's  obligation to purchase and pay for the Notes to
be purchased by it on the Closing Date is subject to the satisfaction, or waiver
in  accordance  with Section 9.4, of the  following  conditions on or before the
Closing Date:

         3.1.     Financial Information.

         Holdings shall have (i) issued an earnings release substantially in the
form of the draft earnings  release  provided to the GSMP Purchasers on or about
the date  hereof and (ii)  filed with the SEC an annual  report on Form 10-K for
the fiscal year ended  December  31, 2008 that does not contain or disclose  any
information  that  differs  in any  material  respect  from the  information  or
disclosure  set  forth in  Holdings'  draft  annual  report on Form 10-K for the
fiscal year ended December 31, 2008 provided to the GSMP  Purchasers on or about
the date hereof and the other reports,  financial  statements,  certificates and
other  written  information  furnished  by or on behalf of  Holdings to the GSMP
Purchasers, taken as a whole.


                                       9
<PAGE>

         3.2.     Change of Control.

         There shall not have  occurred,  been  approved by  Holdings'  Board of
Directors  or  announced  any  events or  changes  that  individually  or in the
aggregate,  have  resulted  in or would  result in, as  applicable,  a Change of
Control.

         3.3.     Representations and Warranties.

         The representations and warranties of the Obligors as set forth in this
Agreement  shall be true and correct in all  material  respects on and as of the
Closing Date to the same extent as though made on and as of that date, except to
the extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date;  provided that,
in each such case any  representations  and  warranties  that are  qualified  by
materiality,  Material Adverse Effect or a similar  qualification  shall be true
and correct in all respects.

         3.4.     Financing Documents.

         The GSMP  Purchasers  shall  have  received  sufficient  copies of each
Financing  Document  originally  executed  or,  except in the case of the Notes,
facsimiles  (followed  promptly by originals)  and delivered by each  applicable
Obligor.

         3.5.     Organizational Documents; Incumbency.

         The GSMP  Purchasers  shall have  received a  secretary's  certificate,
dated  as of the  Closing  Date,  in the  form of  Exhibit  3.5,  attaching  the
documents listed in clauses (i) through (iv) below, and certifying,  among other
things, as to: (i) each  Organizational  Document executed and delivered by each
Obligor,  and, to the extent  applicable,  certified  as of a recent date by the
appropriate  governmental official, each dated the Closing Date or a recent date
prior thereto;  (ii) signature and  incumbency  certificates  of the officers or
directors,  as the case may be, of such Person executing the Financing Documents
to which it is a party;  (iii)  resolutions of the Board of Directors or similar
governing body of each Obligor approving and authorizing the execution, delivery
and performance of this Agreement and the other Financing  Documents to which it
is a party,  certified as of the Closing  Date by its  secretary or an assistant
secretary as being in full force and effect without  modification  or amendment;
and (iv) a good standing certificate from the applicable  Governmental Authority
of each Obligor's  jurisdiction of  incorporation,  organization  (to the extent
available) or formation dated a recent date prior to the Closing Date.

         3.6.     Opinions of Counsel to Obligors.

         The GSMP  Purchasers and their  respective  counsel shall have received
originally  executed  copies  of the  favorable  written  opinions  of (i) Weil,
Gotshal & Manges LLP, special New York counsel for the Obligors,  in the form of
(or  substantially  in  the  form  of and  reasonably  acceptable  to  the  GSMP
Purchasers)  Exhibit 3.6(a),  (ii) Weil,  Gotshal & Manges LLP,  special English
counsel for the Obligors,  in the form of (or  substantially  in the form of and
reasonably  acceptable to the GSMP Purchasers) Exhibit 3.6(b) and (iii) Appleby,
special Bermuda counsel for the Obligors,  in the form of (or  substantially  in
the form of and reasonably  acceptable to the GSMP  Purchasers)  Exhibit 3.6(c),
dated as of the Closing Date (and each Obligor hereby  instructs such counsel to
deliver such opinions to the GSMP Purchasers).


                                       10
<PAGE>

         3.7.     Solvency Certificate.

         On the Closing Date, the GSMP Purchasers shall have received a solvency
certificate,  in the form of Exhibit 3.7,  from the chief  financial  officer of
each of the Issuer and each  Initial  Guarantor  with respect to the solvency of
the Issuer or an Initial  Guarantor,  as  applicable,  on a  consolidated  basis
reasonably acceptable to the GSMP Purchasers.

         3.8.     Consents.

         The GSMP  Purchasers  shall have  received  satisfactory  evidence that
Holdings  and its  Subsidiaries  have  obtained  all  governmental  and material
third-party consents necessary in connection with the Transactions.

         3.9.     PATRIOT Act Information.

         At least five (5) days prior to the Closing Date,  the GSMP  Purchasers
shall have received all  documentation  and other  information  required by bank
regulatory  authorities  under  applicable  "know-your-customer"  and anti-money
laundering rules and regulations, including the PATRIOT Act.

         3.10.    Payment of Expenses; Closing Payment.

         At the Closing (i) each GSMP  Purchaser  shall have  received  from the
Issuer,  the Closing  Payments  required  to be paid under  Section  2.3(b),  by
netting such amounts from the applicable  portion of the principal amount of the
Notes being purchased by such GSMP Purchaser,  as provided in said Section,  and
(ii) each GSMP Purchaser and counsel for the GSMP Purchasers shall have received
from the Issuer all other fees  required  to be paid,  and, in  accordance  with
Section 8.1, all  reasonable  costs and  expenses for which  invoices  have been
presented (including the fees of Fried, Frank,  Harris,  Shriver & Jacobson LLP,
counsel to the GSMP  Purchasers);  provided that to the extent invoices therefor
have not been so presented  at the Closing,  all other fees shall be paid within
10 days of an invoice having been presented to the Issuer.

         3.11.    Officer's Certificate.

         Each of the Obligors  shall have  delivered to the GSMP  Purchasers  an
officer's certificate, in the form of Exhibit 3.11, executed by a Senior Officer
of such Obligor.

         3.12.    Satisfaction of Existing Bridge Loan.

         The Issuer  shall have  delivered to the GSMP  Purchasers  satisfactory
evidence that substantially contemporaneously with the issuance of the Notes all
of the  proceeds  of the  issuance of the Notes will be utilized as set forth in
Section 4.14 and Section 6.5.

         3.13.    Subordination of Intercompany Debt.

         The Issuer  shall have  delivered to the GSMP  Purchasers  satisfactory
evidence that all Indebtedness (other than any guarantee provided by Holdings in
favor of a  Wholly-Owned  Subsidiary in respect of debt of another  Wholly-Owned
Subsidiary the  subordination  of which would be prohibited by the FSA or the UK
Pension Trustee,  including to the extent applicable, the WGHL/Willis Guarantee)
of Holdings or any of its  Wholly-Owned  Subsidiaries  to Holdings or any of its
Wholly-Owned  Subsidiaries that is owed by an Obligor to a Non-Obligor in excess
of  $100,000,000.00   in  the  aggregate  has  been  subordinated   pursuant  to
subordination  agreements substantially in the form attached to the Indenture as
Exhibit F or on terms reasonably satisfactory to the GSMP Purchasers.


                                       11
<PAGE>

         3.14.    Registration.

         The Issuer  shall have  delivered to the GSMP  Purchasers  satisfactory
evidence  that the  Issuer  has  re-registered  as a public  limited  company as
defined in the Companies Act of 2006.

         3.15.    Listing.

         The Issuer shall have used commercially  reasonable  efforts to procure
and  maintain the listing (the  "Listing")  of the Notes on the Channel  Islands
Stock  Exchange or any other stock  exchange  reasonably  acceptable to the GSMP
Purchasers,  which is a "recognised  stock exchange" as defined in s.1005 Income
Tax Act 2007 of the United  Kingdom  (the "Stock  Exchange")  on or prior to the
Closing Date.

         3.16.    Rating.

         The  Issuer's  Debt Rating shall be an  Investment  Grade Rating and no
negative  ratings watch  indicating the Issuer's Debt Rating could fall below an
Investment Grade Rating shall have been issued by any Rating Agency.

                                   SECTION 4.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         Each Obligor jointly and severally makes the following  representations
and  warranties  to the  Purchasers  on and as of the date  hereof and as of the
Closing Date:

         4.1.     Organization; Power.

         Each of the Obligors and each of their respective  Subsidiaries is duly
incorporated or organized, as applicable, validly existing and where relevant in
good  standing  under  the  Laws  of the  jurisdiction  of its  organization  or
incorporation, has all requisite power and authority to carry on its business as
now conducted  and,  except where the failure to do so,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect,  is  qualified  to do business  in, and is in good  standing  in,  every
jurisdiction where such qualification is required.

         4.2.     Authorization; Enforceability.

         The  Transactions  to be entered  into by each  Obligor is within  such
Obligor's  corporate  powers  and has  been  duly  authorized  by all  necessary
corporate and, if required, stockholder action. Each Financing Document has been
duly executed and delivered by the Obligors and constitutes, and each Obligor to
which any  Financing  Document is to be a party,  when executed and delivered by
such Obligor,  will constitute,  a legal,  valid and binding  obligation of such
Obligor,  enforceable  in  accordance  with its  terms,  subject  to  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or other  laws  affecting
creditors'  rights  generally  and  subject  to  general  principles  of equity,
regardless of whether considered in a proceeding in equity or at law.


                                       12
<PAGE>

         4.3.     Governmental Approvals; No Conflicts.

         The  Transactions  (a) do not  require  any  consent  or  approval  of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect,  (b)
will not violate any material  applicable  Law or the charter,  by-laws or other
Organizational  Documents  of any of the  Obligors  or any of  their  respective
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any material  indenture,  agreement or other  material
instrument,  except as disclosed on Schedule  4.3,  binding upon the Obligors or
any of their  respective  Subsidiaries or their assets,  or give rise to a right
thereunder  to require  any  payment to be made by any  Obligors or any of their
Subsidiaries,  and (d) will not result in the creation or imposition of any Lien
on any asset of the Obligors or any of their respective Subsidiaries pursuant to
the terms of such material indenture, agreement or other material instrument.

         4.4.     Financial Condition.

         Holdings  has   heretofore   furnished  to  the  GSMP   Purchasers  its
consolidated  balance sheet and  statements of income,  stockholders  equity and
cash flows (i) as of and for the fiscal year ended  December 31, 2007,  reported
on by Deloitte & Touche LLP, independent public accountants,  and (ii) as of and
for the fiscal  quarter and the portion of the fiscal year ended  September  30,
2008,  certified  by its chief  financial  officer.  Such  financial  statements
present fairly, in all material respects,  the financial position and results of
operations and cash flows of Holdings and its  consolidated  Subsidiaries  as of
such dates and for such  periods in  accordance  with GAAP,  subject to year-end
audit  adjustments  and the absence of footnotes  in the case of the  statements
referred to in clause  (ii) above.  Holdings  and its  Subsidiaries  have (i) no
outstanding   Investments,   other  than  Permitted   Investments  and  (ii)  no
outstanding Indebtedness,  other than Indebtedness that could have been incurred
pursuant to Section 4.07(b) of the Indenture.

         4.5.     Properties; Material Contracts.

         (a) Each of Holdings and its Subsidiaries has good title to, or valid
leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes and except where the failure to have such
good title or valid leasehold interests, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect.

         (b) Each of Holdings and its Subsidiaries owns, or is licensed to use,
all trademarks, trade names, copyrights, patents and other intellectual property
material to its business, and the use thereof by Holdings and its Subsidiaries
does not Infringe upon the rights of any other Person, except for any such
Infringements that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.

         (c) As of the Closing Date, neither the Issuer nor any of its
Subsidiaries is party to any Material Contract, except as set forth on Part I of
Schedule 4.5. Except for the Credit Agreement and the Existing Bridge Loan and
except as set forth on Part II of Schedule 4.5, neither Holdings nor any of its
Subsidiaries is subject to any material, consensual contractual encumbrance or
restriction as set forth in clauses (i), (ii) or (iii) of Section 4.15(a) of the
Indenture.

         4.6.     Litigation and Environmental Matters.

         (a) There are no actions, suits or proceedings (including investigative
proceedings) by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of any of the Obligors, threatened against or
affecting Holdings or any of its Subsidiaries, that would reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect (other than as disclosed on Schedule 4.6).


                                       13
<PAGE>

         (b) Other than as disclosed on Schedule 4.6 and except with respect to
any other matters that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect, neither Holdings nor any of
its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability or (iii) has received notice of any claim with respect to any
Environmental Liability.

         4.7.     Compliance with Laws; Absence of Default.

         Each of Holdings and its  Subsidiaries  is in compliance  with all Laws
applicable  to  it  or  its  property,  except  where  the  failure  to  do  so,
individually or in the aggregate,  would not reasonably be expected to result in
a Material Adverse Effect. No Default has occurred and is continuing.

         4.8.    Investment Company Status; Governmental Regulations.

         Neither Holdings nor any of its Subsidiaries is an "investment company"
as defined in, or subject to regulation under, the Investment Company Act.

         4.9.     Taxes.

         Each of Holdings and its  Subsidiaries has timely filed or caused to be
filed all Tax returns  and  reports  required to have been filed and has paid or
caused to be paid all Taxes  required to have been paid by it,  except (a) Taxes
that are being contested in good faith by appropriate  proceedings and for which
Holdings or such Subsidiary, as applicable, have set aside on its books adequate
reserves or (b) to the extent that the failure to do so would not  reasonably be
expected to result in a Material Adverse Effect.

         4.10.    ERISA; Employee Matters.

         (a) No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, nor has any UK Pension Event occurred or is
reasonably expected to occur that when taken together with all other such UK
Pension Events for which liability is reasonably expected to occur, would
reasonably be expected to result in a Material Adverse Effect. The present value
of all accumulated benefit obligations under each Pension Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of such Pension Plan,
and the present value of all accumulated benefit obligations of all underfunded
Pension Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of all such underfunded Pension Plans, in each case, by an
amount that has had, or would reasonably be expected to have, a Material Adverse
Effect.

         (b) Neither Holdings nor any of its Subsidiaries is engaged in any
unfair labor practice that could reasonably be expected to have a Material
Adverse Effect. There is (a) no unfair labor practice complaint pending against
Holdings or any of its Subsidiaries or, to the best knowledge of Holdings,
threatened against any of them before the National Labor Relations Board and no
grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is so pending against Holdings or any of its
Subsidiaries or to the best knowledge of Holdings, threatened against any of
them, (b) no strike or work stoppage in existence or threatened involving
Holdings or any of its Subsidiaries, and (c) to the best knowledge of Holdings,
no union representation question existing with respect to the employees of
Holdings or any of its Subsidiaries and, to the best knowledge of Holdings, no
union organization activity that is taking place, except (with respect to any
matter specified in clause (a), (b) or (c) above, either individually or in the
aggregate) such as is not reasonably likely to have a Material Adverse Effect.


                                       14
<PAGE>

         4.11.    Disclosure.

         None  of the  reports,  financial  statements,  certificates  or  other
information  furnished by or on behalf of Holdings or any of its Subsidiaries to
any GSMP Purchaser in connection  with the  negotiation of this Agreement or the
Transactions,  taken as a whole,  contains any material  misstatement of fact or
omits to state any material fact  necessary to make the statements  therein,  in
the light of the  circumstances  under  which  they were made,  not  misleading;
provided that,  with respect to projected  financial  information,  the Obligors
represent  only that such  information  was  prepared  in good faith  based upon
assumptions believed to be reasonable at the time.

         4.12.    Subsidiaries.

         Schedule 4.12 sets forth the name and  jurisdiction  of organization or
incorporation of, and the direct or indirect  ownership interest of Holdings in,
each of its  Subsidiaries,  and identifies each of its  Subsidiaries  that is an
Initial Guarantor as of the Closing Date.

         4.13.    Solvency.

         Immediately  after the consummation of the  Transactions,  (a) the fair
value of the assets of each Obligor, at a fair valuation,  will exceed its debts
and  liabilities,  subordinated,  contingent or otherwise;  (b) the present fair
saleable  value of the  property of each Obligor will be greater than the amount
that  will be  required  to pay the  probable  liability  of its debts and other
liabilities,  subordinated,  contingent  or  otherwise,  as such debts and other
liabilities  become  absolute and matured;  (c) each Obligor will be able to pay
its debts and liabilities,  subordinated, contingent or otherwise, as such debts
and  liabilities  become  absolute and  matured;  (d) each Obligor will not have
unreasonably  small  capital  with which to conduct the  business in which it is
engaged as such  business  is now  conducted  and is  proposed  to be  conducted
following the Closing Date;  (e) no Obligor,  by reason of actual or anticipated
financial  difficulties,  has commenced or intends to commence negotiations with
one  or  more  of  its  creditors  with  a  view  to  rescheduling  any  of  its
Indebtedness;  and (f) no  moratorium  has been  declared and, in the opinion of
Holdings and the Issuer,  no moratorium  is reasonably  likely to be declared in
the  foreseeable  future,  in each case, in respect of any  Indebtedness  of any
Obligor.

         4.14.    Margin Stock.

         Neither  Holdings nor any of its  Subsidiaries is engaged,  and none of
them will engage,  principally  or as one of its  important  activities,  in the
business  of  purchasing  or  carrying  margin  stock  (within  the  meaning  of
Regulation  U), or extending  credit for the purpose of  purchasing  or carrying
margin stock.

         4.15.    Insurance.

         (a) Holdings and each of its Subsidiaries  maintain  insurance insuring
against  such  losses and risks as Holdings  reasonably  believes is adequate to
protect Holdings and each of its  Subsidiaries and their respective  businesses,
except where the failure to maintain  such  insurance  would not  reasonably  be
expected to have a Material  Adverse Effect;  (b) Holdings and its  Subsidiaries
are in  compliance  with  the  terms of such  policies  and  instruments  in all
material  respects;  (c)  there  are  no  claims  by  Holdings  or  any  of  its
Subsidiaries  under any such  policy  or  instrument  as to which any  insurance
company is denying  liability or defending  under a reservation of rights clause
that would reasonably be expected to have a Material Adverse Effect; (d) none of
Holdings or any of its  Subsidiaries  has been  refused any  insurance  coverage
sought or applied for; and (e) none of Holdings or any of its  Subsidiaries  has
any reason to believe that it will not be able to renew its  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers as may be  necessary  to continue  its business at a cost that
would not  reasonably be expected to have a Material  Adverse Effect (other than
as set forth on Schedule 4.15) whether or not arising from  transactions  in the
ordinary course of business.


                                       15
<PAGE>

         4.16.    Financial Reporting.

         Holdings  and each of its  Subsidiaries  maintain a system of  internal
control over financial reporting sufficient to provide reasonable assurance that
(a) Holdings'  financial records,  in reasonable  detail,  accurately and fairly
reflect  the  transactions  and  dispositions  of the  assets of  Holdings;  (b)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in accordance with generally accepted accounting principles, and that
receipts and  expenditures  of Holdings are being made only in  accordance  with
authorizations  of management  and directors of Holdings;  and (c)  unauthorized
acquisition,  use or disposition of Holdings'  assets that could have a material
effect on  Holdings'  financial  statements  are  detected  in a timely  manner.
Holdings maintains  disclosure  controls and procedures (as such term is defined
in Rule 13a-15  under the  Exchange  Act) that are  effective  in ensuring  that
information required to be disclosed by Holdings in the reports that it files or
submits under the Exchange Act is recorded, processed,  summarized and reported,
within  the time  periods  specified  in the rules and forms of the  Commission,
including,  without limitation,  controls and procedures designed to ensure that
information required to be disclosed by Holdings in the reports that it files or
submits  under the Exchange Act is  accumulated  and  communicated  to Holdings'
management,  including  its  principal  executive  officer or  officers  and its
principal  financial  officer  or  officers,  as  appropriate  to  allow  timely
decisions regarding required disclosure.

         4.17.    Duties and Taxes.

         (a) No stamp duties, Stock Exchange Tax, value-added Tax, withholding
or any other similar duty or Tax is payable in the United States, the United
Kingdom, Bermuda or any other jurisdiction in which Holdings or any of its
Subsidiaries is organized or engaged in business for Tax purposes or, in each
case, any political subdivision thereof or any authority having power to tax, in
connection with the execution or delivery of this Agreement by the Obligors or
the sale or delivery of the Notes to the Purchasers.

         (b) Under the current laws and regulations of Bermuda, all payments
made on the Notes may be paid by Holdings to the holder thereof in United States
dollars that may be freely transferred out of Bermuda and all such payments made
to holders thereof who are non-residents of Bermuda will not be subject to
income, withholding or other Taxes under the laws or regulations of Bermuda and
will otherwise be free of any other Tax, duty, withholding or deduction in
Bermuda and without the necessity of obtaining any governmental authorization in
Bermuda.

         (c) Under the current laws and regulations of the United Kingdom, all
payments made on the Notes may be paid by the Issuer or any Guarantor to the
holder thereof in United States dollars that may be freely transferred out of
the United Kingdom and all such payments made to holders thereof who are
non-residents of the United Kingdom will not be subject to income, withholding
or other Taxes under the laws or regulations of the United Kingdom and will
otherwise be free of any other Tax, duty, withholding or deduction in the United
Kingdom and without the necessity of obtaining any governmental authorization in
the United Kingdom.


                                       16
<PAGE>

         4.18.    Immunity.

         None of the Obligors or their  respective  properties or assets has any
immunity from the  jurisdiction of any court or from any legal process  (whether
through service or notice,  attachment  prior to judgment,  attachment in aid of
execution or otherwise)  under the laws of the United States,  England and Wales
or Bermuda.

         4.19.    Judgments.

         (a) A final and conclusive judgment of a court located outside Bermuda
against Holdings based upon this Agreement, the Notes or the Indenture,
including the Guarantee of Holdings (other than a court of jurisdiction to which
The Judgments (Reciprocal Enforcement) Act, 1958 applies, and it does not apply
to the United States, including the federal and state courts of the Borough of
Manhattan in New York City) under which a sum of money is payable (not being a
sum payable in respect of taxes or other charges of a like nature, in respect of
a fine or other penalty, or in respect of multiple damages as defined in The
Protection of Trading Interests Act 1981), may be the subject of enforcement
proceedings in the Supreme Court of Bermuda under the common law doctrine of
obligation by action on the debt evidenced by the judgment of such court located
outside Bermuda; provided that:

                  (i) the court which rendered the judgment was competent to
         hear the action in accordance with private international law principles
         as applied in Bermuda; and

                  (ii) the judgment is not contrary to public policy in Bermuda,
         has not been obtained by fraud or in proceedings contrary to natural
         justice and is not based on an error in Bermuda law.

         (b) A judgment rendered by a court of the State of New York or a
Federal court of the United States in relation to this Agreement, the Notes or
the Indenture, including the Guarantee of any Guarantor, for a final and
conclusive judgment for debt or a definite sum of money will be recognized and
enforced in England provided that the party against whom the judgment was given
properly submitted to the jurisdiction of the courts of the State of New York or
a Federal court of the United States (which had jurisdiction under its own laws)
and none of the following circumstances apply:

                  (i) the judgment was procured by fraud;

                  (ii) the judgment was given contrary to the rules of natural
         or substantial justice, for example where a defendant is deprived of
         notice of, or an adequate opportunity to take part in, the proceedings;

                  (iii) recognition of the judgment would be contrary to English
         public policy;

                  (iv) the judgment conflicts with an English judgment or a
         foreign judgment given earlier in time;

                  (v) enforcement of the judgment would involve the enforcement
         of a foreign penal or revenue or other public law;

                  (vi) enforcement of the judgment would contravene the
         Protection of Trading Interests Act of 1980, section 5 of which
         precludes, among other things, the enforcement in the United Kingdom of
         any judgment given by a court of an overseas country which is a
         judgment for multiple damages which exceed the compensatory element of
         the judgment award; or


                                       17
<PAGE>

                  (vii) recognition or enforcement thereof would be contrary to
         the terms of the Administration of Justice Act 1920, the Foreign
         Judgments (Reciprocal Enforcement) Act 1933 or the Conventions.

         4.20.    No Registration Required.

         Subject  to  accuracy  when  made  of  with  the   representations  and
warranties set forth in Section 5 and compliance by the GSMP Purchasers with the
procedures  set forth in Section 7, it is not necessary in  connection  with the
offer,  sale and  delivery  of the Notes to the GSMP  Purchasers  in the  manner
contemplated  by this  Agreement  and the  Indenture  and  the  other  Financing
Documents,  until  such  time as the  Notes are sold  pursuant  to an  effective
registration  statement,  (i) to register the Notes under the Securities Act, or
(ii) to qualify the Indenture under the Trust Indenture Act.

         4.21.    No Integration of Offerings or General Solicitation.

         None of the Obligors, their respective Affiliates, or any Person acting
on any of their behalf (other than the Purchasers,  as to whom the Obligors make
no  representation  or warranty) has,  within the six-month  period  immediately
prior to the date hereof, directly or indirectly,  solicited any offer to buy or
offered to sell, sold, or issued and will not, for six months following the date
hereof, directly or indirectly, solicit any offer to buy or offer to sell, sell,
or issue in the United  States or to any U.S.  person (as such terms are defined
in Regulation  S) the Notes or any security of the Issuer or any other  Obligor,
except to the extent such offer, sale, issuance or solicitation, when integrated
with the offering  contemplated by this Agreement would not require registration
under the Securities Act in reliance on Regulation D thereunder.

         None of the Obligors, their respective Affiliates, or any Person acting
on any of their behalf (other than the Purchasers,  as to whom the Obligors make
no  representation  or warranty) has engaged or will engage,  in connection with
the  offering  of the  Notes,  in any form of  general  solicitation  or general
advertising within the meaning of Rule 502.

         With  respect to those Notes sold in reliance  upon  Regulation  S, (a)
none of the Obligors,  their respective Affiliates,  or any Person acting on any
of their behalf  (other than the  Purchasers,  as to whom the  Obligors  make no
representation  or warranty) has engaged or will engage in any directed  selling
efforts  within the meaning of  Regulation  S and (b) each of the  Obligors  and
their respective  Affiliates and any Person acting on any of their behalf (other
than the Purchasers, as to whom the Obligors make no representation or warranty)
has  complied  and will  comply  with the  offering  restrictions  set  forth in
Regulation S.

         4.22.    Eligibility for Resale under Rule 144A.

         Subject to the accuracy of the representations and warranties set forth
in Section 5 and compliance by the GSMP Purchasers with the procedures set forth
in Section 7, the Notes are eligible  for resale  pursuant to Rule 144A and will
not be,  at the  Closing  Date,  of the same  class as  securities  listed  on a
national  securities  exchange registered under Section 6 of the Exchange Act or
quoted in a U.S. automated inter-dealer quotation system.


                                       18
<PAGE>

         4.23. PATRIOT Act.

         To  the  extent  applicable,  Holdings  and  its  Subsidiaries  are  in
compliance,  in all material respects,  with (a) the Trading with the Enemy Act,
as amended,  and each of the foreign  assets  control  regulations of the United
States Treasury  Department (31 CFR,  Subtitle B, Chapter V, as amended) and any
other enabling  legislation or executive  order  relating  thereto,  and (b) the
PATRIOT Act.

                                   SECTION 5.
            REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASERS
            --------------------------------------------------------

         5.1.     Representation and Warranties.

         Each GSMP Purchaser, severally and not jointly, represents and warrants
to the Issuer as of the date hereof as follows:

         (a) Purchase.

                  (i) Such GSMP Purchaser is acquiring the Notes for its own
         account, for investment and not with a view to any distribution thereof
         within the meaning of the Securities Act.

                  (ii) Such GSMP Purchaser understands that the Notes have not
         been and, except as provided in the Registration Rights Agreement with
         respect to the Notes, will not be registered under the Securities Act
         or any state or other securities law, that the Notes are being issued
         by the Issuer in transactions exempt from the registration requirements
         of the Securities Act, that it must hold the Notes indefinitely and not
         offer or sell the Notes except pursuant to effective registration
         statements under the Securities Act or pursuant to applicable
         exemptions from registration under the Securities Act and in compliance
         with applicable state laws and in compliance with Section 7, without
         prejudice, however, to its right to dispose of its property being at
         all times within its control, and in particular its right at all times
         to sell or otherwise dispose of all or any part of the Notes.

                  (iii) Such GSMP Purchaser is a QIB or an "accredited investor"
         (within the meaning of Regulation D).

                  (iv) Such GSMP Purchaser does not own any capital stock of
         Holdings.

                  (v) Such GSMP Purchaser is either (i) not a bank that is
         entering into this Agreement in the ordinary course of its trade or
         business or (ii) a "United States person" within the meaning of Section
         7701(a)(30) of the Code.

         (b) Organization; Power.

         Each of the GSMP Purchasers is duly organized,  validly existing and in
good standing under the Laws of the  jurisdiction of its  organization,  has all
requisite  power and  authority to carry on its business as now  conducted  and,
except where the failure to do so,  individually or in the aggregate,  could not
reasonably be expected to result in a Material  Adverse Effect,  is qualified to
do  business  in, and is in good  standing  in,  every  jurisdiction  where such
qualification is required.

         (c) Power; Authorization; Enforceability.


                                       19
<PAGE>

         Each  Financing  Document to be entered into by each GSMP  Purchaser is
within such GSMP  Purchaser's  corporate powers and have been duly authorized by
all necessary corporate and, if required, stockholder action. This Agreement has
been duly  executed and  delivered by each GSMP  Purchaser  and  constitutes,  a
legal,  valid and binding  obligation  of each GSMP  Purchaser,  enforceable  in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other laws affecting  creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

         5.2.     Tax Forms.

         At the Closing,  GSMP V Onshore  shall deliver to the Issuer a properly
completed  and  duly  executed  Form W-9 of GSMP V  Onshore,  and each of GSMP V
Offshore  and GSMP V  Institutional  shall  deliver  to the  Issuer  a  properly
completed and duly executed Form W-8BEN of such GSMP Purchaser.

         5.3.     Listing.

         The GSMP  Purchasers  shall cooperate with the Issuer in a commercially
reasonable  manner in  connection  with  obtaining the Listing and shall provide
such  information  to the Stock  Exchange as may be reasonably  requested by the
Issuer.

                                   SECTION 6.
                                   COVENANTS
                                   ---------

         Holdings,  the  Issuer and the other  Obligors  jointly  and  severally
covenant and agree with each GSMP Purchaser and, when applicable, any Subsequent
Holder  and  the  GSMP  VCOC  that  so long as  such  GSMP  Purchaser  or,  when
applicable, any Subsequent Holder holds any Notes and until the principal amount
of (and premium, if any, on) such Notes, and all interest, and other obligations
hereunder in respect thereof (other than indemnity obligations that have not yet
become due and payable), shall have been paid in full:

         6.1.  Future  Reports  to  GSMP  Purchasers,  the  GSMP  VCOC,  and any
Subsequent Holder.

         Holdings and the Issuer shall deliver to such GSMP Purchaser,  the GSMP
VCOC and any Subsequent Holder:

         (a) as soon as  available  and in any event  within  120 days  (or,  if
earlier,  the date that is fifteen (15) days after the  reporting  date for such
information  required  by the  SEC)  after  the end of each  fiscal  year of the
Issuer,  the  audited  consolidated  balance  sheet and  related  statements  of
operations,   stockholders'  equity  and  cash  flows  of  the  Issuer  and  its
consolidated  Subsidiaries and of Holdings and its consolidated  Subsidiaries as
of the end of and for such year,  setting forth in each case in comparative form
the figures for the previous  fiscal year,  all reported on by Deloitte & Touche
LLP or other  independent  public  accountants of recognized  national  standing
(without a "going  concern" or like  qualification  or exception and without any
material qualification or exception as to the scope of such audit) to the effect
that such  consolidated  financial  statements  present  fairly in all  material
respects the financial condition and results of operations of the Issuer and its
consolidated  Subsidiaries  and  Holdings  and  its  consolidated  Subsidiaries,
respectively,  in each  case on a  consolidated  basis in  accordance  with GAAP
consistently applied;

         (b) as soon as  available  and in any  event  within  60 days  (or,  if
earlier,  the date that is 15 days after the reporting date for such information
required by the SEC) after the end of each of the first three fiscal quarters of
each fiscal  year of the  Issuer,  the  consolidated  balance  sheet and related
statements of operations,  stockholders' equity and cash flows of the Issuer and
its consolidated  Subsidiaries and of Holdings and its consolidated Subsidiaries
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year,  setting forth in each case in comparative form the figures for the
corresponding period or periods (or, in the case of the balance sheet, as of the
end of) the previous  fiscal year,  all certified by a Financial  Officer of the
Issuer or Holdings, as applicable, as presenting fairly in all material respects
the  financial  condition  and  results  of  operations  of the  Issuer  and its
consolidated  Subsidiaries  and  Holdings  and  its  consolidated  Subsidiaries,
respectively,  in each  case on a  consolidated  basis in  accordance  with GAAP
consistently  applied,  subject to normal  year-end  audit  adjustments  and the
absence of footnotes;


                                       20
<PAGE>

         (c) concurrently with any delivery of financial statements under clause
(a) or (b) above, a Compliance  Certificate  executed by a Financial  Officer of
the Issuer or Holdings,  as  applicable,  (i) certifying as to whether a Default
that has not been  disclosed in any prior  Compliance  Certificate  (unless such
Default  exists anew or continues to exist at such time,  in which case it shall
be included on such  Compliance  Certificate)  has occurred and, if such Default
has occurred or exists,  specifying the details  thereof and any action taken or
proposed  to be taken  with  respect  thereto,  (ii)  setting  forth  reasonably
detailed  calculations  of the  financial  covenants  set  forth  in any  Credit
Facilities,  and demonstrating  compliance therewith,  (iii) stating whether any
Material  Acquisition  has occurred  during the period covered by such financial
statements  and (iv)  stating  whether any change in GAAP or in the  application
thereof that has not been  disclosed  in any prior  Compliance  Certificate  has
occurred since the date of the audited financial  statements for the fiscal year
ended  December  31,  2007 that  would be  relevant  in the  calculation  of the
Consolidated Leverage Ratio and, if any such change has occurred, specifying the
effect of such change on the financial statements accompanying such certificate;

         (d) concurrently with any delivery of financial statements under clause
(a) above,  a report from the  accounting  firm that reported on such  financial
statements,  stating  that  (i) the  financial  information  in the  certificate
prepared  by a  Financial  Officer of the  Issuer or  Holdings,  as  applicable,
pursuant  to clause (c) above has been  accurately  extracted  from the  sources
identified therein and, where applicable,  agrees with the underlying accounting
records,  (ii)  the  calculations  of the  financial  covenants  in  any  Credit
Facilities set forth in such  certificate are  arithmetically  correct and (iii)
the financial  information set forth in such  certificate is, as to elements and
composition,  presented in accordance with the relevant  accounting  definitions
set forth in Section 1.01;

         (e) promptly after the same become publicly available but no later than
the date the same are required to be filed or furnished,  copies of all periodic
and other reports,  proxy  statements and other materials filed by the Issuer or
any  Obligor  or any of their  Subsidiaries  with the SEC,  or any  Governmental
Authority succeeding to any or all of the functions of said Commission,  or with
any national securities exchange, or distributed by Holdings to its shareholders
generally, as the case may be;

         (f) promptly  after S&P or Moody's shall have announced a change in the
Debt Rating, written notice of such change;

         (g) promptly following a request by the GSMP Purchasers,  the GSMP VCOC
or any Subsequent  Holder, all documentation and other information that the GSMP
Purchasers,  the GSMP VCOC or any Subsequent Holder reasonably requests in order
to comply with its ongoing obligations under applicable "know your customer" and
anti-money laundering rules and regulations, including the PATRIOT Act; and

         (h) promptly  following any request  therefor,  such other  information
regarding the operations,  business affairs and financial condition of Holdings,
the Issuer or any of their  Subsidiaries,  or compliance  with the terms of this
Agreement,  as the GSMP Purchasers,  the GSMP VCOC or any Subsequent  Holder may
reasonably request.


                                       21
<PAGE>

         Documents required to be delivered pursuant to Section 6.01(a),  (b) or
(e) (to the extent any such documents are included in materials  otherwise filed
with the SEC) may be delivered  electronically  and if so  delivered  within the
time frames set forth in such  Sections,  shall be deemed to have been delivered
on the date  (i) on which  Holdings  or the  Issuer  posts  such  documents,  or
provides a link  thereto on  Holdings'  website on the  Internet  at the website
address as set forth on  Section  4.02 of the  Indenture;  or (ii) on which such
documents  are posted on  Holdings'  or the  Issuer's  behalf on an  Internet or
intranet  website,  if any, to which each GSMP Purchaser,  the GSMP VCOC and any
Subsequent  Holder have access  (whether a commercial or  third-party  website);
provided  that:  (i) Holdings the Issuer,  as  applicable,  shall  deliver paper
copies of such documents to any GSMP Purchaser, the GSMP VCOC and any Subsequent
Holder  upon the written  request of such Person and until a written  request to
cease  delivering  paper copies is given by such Person and (ii) Holdings or the
Issuer, as applicable,  shall notify the GSMP Purchasers,  the GSMP VCOC and any
Subsequent  Holder (by telecopier or electronic mail) of the posting of any such
documents and provide to the GSMP  Purchasers,  the GSMP VCOC and any Subsequent
Holder by  electronic  mail  electronic  versions  (i.e.,  soft  copies) of such
documents. Notwithstanding anything contained herein, in every instance Holdings
and the Issuer  shall be  required  to provide  paper  copies of the  Compliance
Certificates  required by Section 6.01(c) to the GSMP Purchasers,  the GSMP VCOC
and any Subsequent  Holder . Except for such Compliance  Certificates,  the GSMP
Purchasers,  the GSMP VCOC and any Subsequent Holder shall have no obligation to
request the delivery or to maintain  copies of the documents  referred to above,
and in any event shall have no responsibility to monitor  compliance by Holdings
or the Issuer with any such request for delivery,  and each GSMP Purchaser,  the
GSMP VCOC and any Subsequent  Holder shall be solely  responsible for requesting
delivery to it or maintaining its copies of such documents.

         6.2. Notices of Material Events.

                  Holdings  or the Issuer will  furnish to the GSMP  Purchasers,
the GSMP VCOC and any Subsequent Holder prompt written notice of the following:

         (a) the occurrence of any Default or Event of Default;

         (b) the filing or commencement of any action,  suit or proceeding by or
before any arbitrator or Governmental  Authority against or affecting the Issuer
or any  Affiliate  thereof  that would  reasonably  be  expected  to result in a
Material Adverse Effect;

         (c) the occurrence of any ERISA Event that,  alone or together with any
other ERISA Events that have occurred, would reasonably be expected to result in
a Material Adverse Effect; and

         (d) any other  development  that  results  in, or could  reasonably  be
expected to result in, a Material Adverse Effect.

         Each notice  delivered under this Section 6.2 shall be accompanied by a
statement  of a  Financial  Officer  or other  Senior  Officer  of the Issuer or
Holdings  setting forth the details of the event or  development  requiring such
notice and any action taken or proposed to be taken with respect thereto.

         6.3. Books and Records; Access.

         The  Issuer  will,  and will cause each of its  Subsidiaries  to,  keep
proper books of record and account in which full,  true and correct  entries are
made in all material  respects of all dealings and  transactions  in relation to
its business and  activities.  Each of the Obligors will, and will cause each of
their Subsidiaries to:


                                       22
<PAGE>

         (a) upon  reasonable  notice  at  reasonable  times  from time to time,
provide  each GSMP  Purchaser  and the GSMP VCOC  (and any  Affiliate  of a GSMP
Purchaser that is a venture capital operating company) reasonable  opportunities
to meet and  consult  with and advise the  management  of the Issuer and each of
their  Subsidiaries  on all matters  relating to the operation of the Issuer and
each such  Subsidiary  and  management of Holdings and each of its  Subsidiaries
with respect to the business of Holdings and each of its Subsidiaries;

         (b) subject to  compliance  with  applicable  laws and upon  reasonable
prior notice, give each GSMP Purchaser and the GSMP VCOC (and any parent company
of a GSMP  Purchaser  that is a venture  capital  operating  company)  and their
authorized representatives reasonable access during normal business hours to all
books of account and records,  facilities  and  properties of the Issuer and its
Subsidiaries,  and permit each GSMP  Purchaser and the GSMP VCOC (and any parent
company of a GSMP Purchaser that is a venture capital operating company) to make
such copies and inspections  thereof as any such Person may reasonably  request,
and discuss the affairs, finances and accounts with the officers thereof;

         (c) subject to compliance with applicable  laws,  promptly provide true
and  correct  copies  of  all  documents,  reports,  financial  data,  and  such
additional  financial and other  information  with respect to the Issuer and its
Subsidiaries  as each GSMP Purchaser or the GSMP VCOC (and any parent company of
a GSMP Purchaser that is a venture capital  operating  company) may from time to
time reasonably request; and

         (d) upon  reasonable  notice  at  reasonable  times  from time to time,
permit any  representative  designated  by any GSMP  Purchasers or the GSMP VCOC
(and any parent company of a GSMP Purchaser that is a venture capital  operating
company), upon reasonable prior notice, to visit and inspect its properties, and
to examine and make extracts from its books and records.

                  The rights  provided to the GSMP VCOC (and any parent  company
of a GSMP  Purchaser  that is a venture  capital  operating  company) under this
Section 6 are  intended  to provide  the GSMP VCOC (and any parent  company of a
GSMP Purchaser that is a venture  capital  operating  company) with the right to
substantially  participate  in, or  substantially  influence the conduct of, the
management of the Issuer for the purpose of qualifying  the GSMP VCOC's (and any
parent company of a GSMP Purchaser that is a venture capital operating  company)
investment in the Issuer as a "venture  capital  investment" for purposes of the
United   States    Department   of   Labor   Regulation   29   C.F.R.    Section
2510.3-101(d)(3)(i) (the "Plan Asset Regulation"). If necessary, upon the advice
of  counsel,  GSMP VCOC (and any parent  company of a GSMP  Purchaser  that is a
venture   capital   operating   company)  shall  be  provided  with   additional
participation  and management rights as the GSMP VCOC (and any parent company of
a GSMP Purchaser that is a venture capital operating company) may deem necessary
for the purpose of qualifying each GSMP VCOC's (and any parent company of a GSMP
Purchaser that is a venture capital  operating  company)  investment in WNA as a
"venture capital investment" for purposes of the Plan Asset Regulation.

         6.4.     Tax Treatment.

         Holdings  and each  Obligor  will  treat the  Issuer as the  debtor and
borrower  under the Notes for all  applicable  Tax  purposes,  unless  otherwise
required pursuant to a "determination"  within the meaning of Section 1313(a) of
the Code or a comparable provision of state, local or non-U.S. tax law.

                                       23
<PAGE>

         6.5.     Use of Proceeds.

         (a) The Issuer  shall use the  proceeds  of the  issuance  of the Notes
solely  to pay fees and  expenses  related  to the  Transactions  and to make an
intercompany  loan to WNA,  and WNA will use the  proceeds of such  intercompany
loan solely to repay a portion of WNA's Existing  Bridge Loan in accordance with
the terms thereof.

         (b) No part of the  proceeds  of the Notes  will be used,  directly  or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party,  candidate for political office, or anyone
else  acting  in an  official  capacity,  in order to  obtain,  retain or direct
business or obtain any improper  advantage,  in  violation of the United  States
Foreign Corrupt Practices Act of 1977, as amended.

                                   SECTION 7.
                     PROVISIONS RELATING TO RESALES OF NOTES
                     ---------------------------------------

         7.1.     Private Offerings.

         Offers  and sales of the Notes will be made only by the  Purchasers  or
Affiliates thereof who are qualified to do so in the jurisdictions in which such
offers or sales are made.  Each such offer or sale  shall be made in  accordance
with the Indenture only to (i) persons who are QIBs, (ii)  accredited  investors
(as defined in Regulation D) that the offeror or seller  reasonably  believes to
be and, with respect to sales and deliveries, are accredited investors, or (iii)
non-U.S.  persons  outside  the  United  States  (as such  terms are  defined in
Regulation S) to whom offers and sales of the Notes may be made in reliance upon
Regulation S and in accordance with applicable foreign securities laws.

         7.2.     Procedures and Management Cooperation in Private Offerings.

         (a) The Issuer shall use its  commercially  reasonable  best efforts to
cause the Notes to (i) be registered  in  book-entry  form in the name of Cede &
Co., as nominee of The Depository  Trust Company ("DTC") pursuant to a customary
form DTC  Agreement,  and  (ii) be  eligible  for the  National  Association  of
Securities Dealers, Inc. PORTAL market.

         (b) If  requested  by the Required  Holders,  without  prejudice to the
Registration  Rights Agreement,  the Issuer and its Subsidiaries will assist the
GSMP Purchasers in completing any sale process undertaken in connection with the
private resale of the Notes or any portion thereof  (including any such re-sales
of the Notes  pursuant to any Private  Offering),  to any number of  prospective
Subsequent  Purchasers,  subject to Section 7.1 hereof,  by (i) providing direct
contact  between  senior  management  and  advisors and  prospective  Subsequent
Purchasers,   (ii)  responding  to  inquiries  of,  and  providing  answers  to,
prospective  Subsequent  Purchasers,  in each such case  subject  to  reasonable
confidentiality  undertakings,  and (iii) providing  assistance in completion of
the prospective Subsequent  Purchasers;  provided that such assistance shall not
be required more than two times per year or more than five times during the term
of the Notes (and it being  understood  that such  assistance will not include a
preparation of an offering  memorandum or a similar  document and will otherwise
be limited to assistance set forth under items (i) through (iii) above.

         7.3.     No Integration.


                                       24
<PAGE>

         The Issuer shall not, and shall not permit its  Affiliates to, make any
offer or sale of securities of any class that is or will be integrated  with the
sale of the Notes by the Issuer to the Purchasers in a manner that would require
registration of the Notes under the Securities Act.

                                   SECTION 8.
                   EXPENSES, INDEMNIFICATION AND CONTRIBUTION
                   ------------------------------------------

         8.1.     Expenses.

         The Issuer will (regardless of whether the Closing occurs or not) after
presentation  of a summary invoice  therefor,  reimburse the GSMP Purchasers for
all reasonable expenses (including  reasonable attorneys' fees and disbursements
of one firm of outside  counsel and any local counsel,  if necessary,  and other
advisors  incurred by the GSMP  Purchasers  and any sales,  use or similar Taxes
(including  additions  to such Taxes,  if any)  arising in  connection  with the
transactions  contemplated by this Agreement and the other  Financing  Documents
and in connection with any  amendments,  waivers or consents under or in respect
of  this  Agreement  or the  other  Financing  Documents  (whether  or not  such
amendment,  waiver or consent becomes  effective),  including the reasonable and
documented out-of-pocket costs and expenses incurred in enforcing,  defending or
declaring  (or  determining  whether or how to enforce,  defend or declare)  any
rights or remedies under this Agreement or the other  Financing  Documents or in
responding  to any  subpoena  or other legal  process or informal  investigative
demand  issued  in  connection  with  this  Agreement,  or the  other  Financing
Documents,  including in  connection  with any  insolvency  or bankruptcy of the
Issuer  or any  of its  Subsidiaries  or in  connection  with  any  work-out  or
restructuring  of  the  transactions   contemplated  hereby,  by  the  Financing
Documents or by the Notes.

         8.2.     Indemnification.

         The Issuer shall  indemnify and hold harmless the GSMP  Purchasers  and
any  Subsequent  Holder  and  each of  their  respective  Affiliates,  partners,
stockholders,  members, officers,  directors,  agents, employees and controlling
Persons  (each,  an  "Indemnitee")  from and against any and all actual  losses,
claims, damages or liabilities to any such Indemnitee in connection with or as a
result  of (a) the  execution  or  delivery  of any  Financing  Document  or the
performance by the Issuer and its Subsidiaries of its obligations  hereunder and
under the other Financing  Documents or the  consummation of the Transactions or
any other transactions contemplated hereby or thereby, (b) the issuance of Notes
or the  use of the  proceeds  therefrom,  (c)  any  liability  with  respect  to
Environmental Claims or (d) any claim,  litigation,  investigation or proceeding
relating to any of the foregoing,  whether based on contract,  tort or any other
theory and  regardless of whether any  Indemnitee is a party  thereto;  provided
that such indemnity shall not, as to any Indemnitee,  be available to the extent
that such losses,  claims,  damages or liabilities  are determined by a court of
competent  jurisdiction  by final and  non-appealable  judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee.

         8.3.     Waiver of Punitive Damages.

         To the extent  permitted by applicable  law, none of the Obligors shall
assert,  and each hereby waives,  any claim against the other parties (including
their  respective  Affiliates,   partners,   stockholders,   members,  officers,
directors,  agents,  employees  and  controlling  Persons),  on  any  theory  of
liability for special,  indirect,  consequential or punitive damages (as opposed
to direct or actual damages)  arising out of, in connection with, or as a result
of,  this  Agreement,  the  other  Financing  Documents  or the use of  proceeds
thereof.

         8.4.     Survival.

         The  obligations  of the Issuer  under this  Section 8 will survive the
payment or transfer of any Note,  the  enforcement,  amendment  or waiver of any
provision of this Agreement and the termination of this Agreement for any reason
whatsoever.


                                       25
<PAGE>

         8.5.     Tax Treatment of Indemnification Payments.

         Any  indemnification  payment  pursuant to this Agreement shall, to the
extent  consistent  with  applicable  law, be treated for all Tax purposes as an
adjustment to the Purchase Price.

                                   SECTION 9.
                                 MISCELLANEOUS
                                 -------------

         9.1.     Notices.

         Except as otherwise  expressly  provided herein,  all notices and other
communications  shall  have been duly  given  and  shall be  effective  (a) when
delivered,  (b) when transmitted via telecopy (or other facsimile device) to the
number  set out below if the sender on the same day sends a  confirming  copy of
such notice by a recognized  overnight delivery service (charges  prepaid),  (c)
the day  following  the day (except if not a Business Day then the next Business
Day) on which  the  same has been  delivered  prepaid  to a  reputable  national
overnight air courier service or (d) the third Business Day following the day on
which the same is sent by certified or registered mail, postage prepaid; in each
case to the respective  parties at the address set forth below, or at such other
address as such party may specify by written notice to the other parties hereto:

                  (i) if to a GSMP  Purchaser  or the  GSMP  VCOC,  to it at the
         address specified on Schedule 2.2; with a copy to Fried, Frank, Harris,
         Shriver & Jacobson LLP, One New York Plaza,  New York,  New York 10004,
         Attention:  F. William  Reindel,  Esq.  and J.  Christian  Nahr,  Esq.,
         Facsimile:  212-859-4000  or at such other address as such Purchaser or
         its nominee shall have specified to the Issuer in writing;

                  (ii)  if to a  Subsequent  Purchaser,  to it  at  the  address
         specified on its counterpart signature page or at such other address as
         such  Subsequent  Purchaser or its nominee shall have  specified to the
         Issuer in writing; and

                  (iii) if to the  Issuer  or any  Initial  Guarantor  to it at:
         Willis Group Holdings Limited, 51 Lime Street,  London R13M 7DQ, United
         Kingdom, Attention: Adam G. Ciongoli,  Telephone:  011-44-203-124-8332,
         Facsimile:  44 (0)20 3124 7183; with a copy to: Willis Legal, One World
         Financial Center,  200 Liberty Street,  New York, NY 10281,  Attention:
         Adam G. Ciongoli, Telephone: 212-915-8899, Facsimile: 212-519-5407, and
         a copy to: Weil,  Gotshal & Manges LLP, 767 Fifth Avenue,  New York, NY
         10153,   Attention:   Michael  J.  Aiello,   Telephone:   212-310-8552,
         Facsimile:  212-310-8007  or at such other  address as the Issuer shall
         have specified to the GSMP  Purchasers or any Subsequent  Purchaser (if
         any) in writing.

         9.2.     Benefit of Agreement and Assignments.

         (a) Except as  otherwise  expressly  provided  herein,  all  covenants,
agreements and other  provisions  contained in this Agreement by or on behalf of
any of the parties hereto shall bind, inure to the benefit of and be enforceable
by their respective successors and assigns (including any Subsequent Purchaser).

         (b)  Nothing  in this  Agreement  or in any other  Financing  Document,
express or implied,  shall give to any Person  other than the parties  hereto or
thereto and their  permitted  successors  and assigns  (including any Subsequent
Purchaser)  any benefit or any legal or equitable  right,  remedy or claim under
this Agreement.


                                       26
<PAGE>

         (c) Notwithstanding anything to the contrary contained herein, the GSMP
Purchasers  may assign the rights to  purchase  all or any  portion of the Notes
allocated to such GSMP Purchaser  pursuant to Schedule 2.2 to (i) any, direct or
indirect,  Subsidiary  of such  GSMP  Purchaser  or any  Affiliate  of such GSMP
Purchaser,  subject to such Subsidiary or Affiliate,  as the case may be, making
the  representations and warranties set forth in Section 5, and each such Person
shall be entitled to the full benefit and be subject to the  obligations of this
Agreement  as if such  Person  were a GSMP  Purchaser  hereunder  and  (ii)  any
Subsequent Holder.

         (d) The parties hereto  expressly  acknowledge  and agree that (i) upon
execution of a  counterpart  signature  page hereto  (which,  accompanied  by an
updated  Schedule 2.2, shall be binding on all parties),  each GSMP Purchaser or
Subsequent  Purchaser to whom the rights  hereunder  have been  assigned and the
GSMP  VCOC  designated  by the GSMP  Purchasers  shall  become  parties  to this
Agreement for all purposes hereof and (ii) GSMP VCOC is an intended  beneficiary
of Sections 6.1, 6.2, 9.2 and 9.4.

         (e)  Notwithstanding  anything  to  the  contrary  herein  and  without
limiting the generality of Section 5.1(a)(ii), immediately after the Closing for
a  period  ending  on the  first  anniversary  of the  Closing  Date,  the  GSMP
Purchasers  may sell Notes to the  Subsequent  Holders  pursuant  to  applicable
exemptions  from  registration  under the Securities Act and in compliance  with
Section 7.

         9.3.     No Waiver; Remedies Cumulative.

         No failure or delay on the part of any party hereto or any Purchaser in
exercising  any right,  power or  privilege  hereunder or under the Notes and no
course of dealing  between  the Issuer and any other  party or  Purchaser  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right,  power or privilege  hereunder  or under the Notes  preclude any other or
further exercise thereof or the exercise of any other right,  power or privilege
hereunder  or  thereunder.  The rights and remedies  provided  herein and in the
Notes are  cumulative  and not  exclusive  of any  rights or  remedies  that the
parties or Purchasers would otherwise have. No notice to or demand on the Issuer
in any case shall entitle the Issuer to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the other
parties  hereto  or the  Purchasers  to  any  other  or  further  action  in any
circumstances without notice or demand.

         9.4.     Amendments, Waivers and Consents.

         Subject to the second  sentence of this Section 9.4, this Agreement may
be  amended,  and the  observance  of any  term  hereof  may be  waived  (either
retroactively or prospectively), with the written consent of the Issuer, and the
Required  Holders;  provided,  however,  that no such  amendment  or waiver may,
without the prior written  consent of the GSMP VCOC or the holders of a majority
in principal  amount of the outstanding  Notes held by the GSMP  Purchasers,  as
applicable,  amend or waive the  provisions of which the GSMP  Purchasers or the
GSMP VCOC,  as  applicable,  are  beneficiaries.  No amendment or waiver of this
Agreement  will extend to or affect any  obligation,  covenant or agreement  not
expressly amended or waived or thereby impair any right consequent thereon.

         As used herein,  the term "Agreement" and references thereto shall mean
this Agreement as it may from time to time be amended, supplemented or modified.

         9.5.     Counterparts.

         This Agreement may be executed in any number of  counterparts,  each of
which when so executed  and  delivered  shall be an  original,  but all of which
shall constitute one and the same instrument.  Each counterpart may consist of a
number of copies  hereof,  each signed by less than all, but together  signed by
all, of the parties hereto.  Delivery of an executed  counterpart of a signature
page of this Agreement by facsimile transmission or electronic  transmission (in
..pdf or similar  format) will be  effective  as delivery of a manually  executed
counterpart hereof.


                                       27
<PAGE>

         9.6.     Reproduction.

         This  Agreement,  the  other  Financing  Documents  and  all  documents
relating  hereto and  thereto,  including,  without  limitation,  (a)  consents,
waivers and modifications that may hereafter be executed, (b) documents received
by the GSMP  Purchasers  and the GSMP  VCOC at the  Closing  (except  the  Notes
themselves),  and (c) financial  statements,  certificates and other information
previously or hereafter furnished in connection  herewith,  may be reproduced by
any photographic,  photostatic,  microfilm, microcard, miniature photographic or
other similar process and any original  document so reproduced may be destroyed.
Each of the Purchasers and the Issuer agrees and stipulates  that, to the extent
permitted  by  applicable  law, any such  reproduction  shall be  admissible  in
evidence as the  original  itself in any judicial or  administrative  proceeding
(whether  or  not  the  original  is  in  existence  and  whether  or  not  such
reproduction  was made in the regular  course of business) and any  enlargement,
facsimile  or  further  reproduction  of such  reproduction  shall  likewise  be
admissible  in evidence.  This  Section 9.6 shall not  prohibit the Issuer,  any
other party hereto or any Purchaser from contesting any such reproduction to the
same extent that it could contest the original or from  introducing  evidence to
demonstrate the inaccuracy of any such reproduction.

         9.7.     Headings.

         The headings of the sections  and  subsections  hereof are provided for
convenience  only and shall not in any way affect the meaning or construction of
any provision of this Agreement.

         9.8.     Survival of Covenants and Indemnities.

         All  covenants  and  indemnities  set forth  herein  shall  survive the
execution and delivery of this Agreement,  the issuance of the Notes and, except
as otherwise expressly provided herein with respect to covenants, the payment of
principal of the Notes and any other obligations hereunder.

         9.9.     Governing Law; Submission to Jurisdiction; Venue.

         (a) THIS  AGREEMENT  AND THE NOTES SHALL BE  CONSTRUED  AND ENFORCED IN
ACCORDANCE  WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF NEW YORK,  EXCLUDING  CHOICE-OF-LAW  PRINCIPLES  OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE  APPLICATION  OF THE LAWS OF A  JURISDICTION  OTHER
THAN SUCH STATE.

         (b) If any action,  proceeding  or  litigation  shall be brought by any
party hereto in order to enforce any right or remedy under this Agreement or any
of the Notes, such party hereby consents and will submit, and will cause each of
its Subsidiaries to submit, to the jurisdiction of any state or federal court of
competent  jurisdiction sitting within the area comprising the Southern District
of New York on the date of this Agreement.  Each party hereto hereby irrevocably
waives any objection, including any objection to the laying of venue or based on
the grounds of forum non conveniens, which they may now or hereafter have to the
bringing of any such action, proceeding or litigation in such jurisdiction.

         (c) Each party hereto irrevocably consents and will cause each of their
respective  Subsidiaries  to  consent,  to the  service of process of any of the
aforementioned  courts  in any such  action,  proceeding  or  litigation  by the
mailing of copies thereof by registered or certified mail,  postage prepaid,  to
such party at its  address  set forth in  Section  9.1,  such  service to become
effective five (5) days after such mailing.


                                       28
<PAGE>

         (d) Nothing  herein shall affect the right of any party hereto to serve
process in any other manner  permitted by  applicable  law or to commence  legal
proceedings  or  otherwise   proceed  against  the  other  party  in  any  other
jurisdiction.  If service of process is made on a designated  agent it should be
made by either  personal  delivery or mailing a copy of summons and complaint to
the agent via registered or certified mail, return receipt requested.

         (e) EACH  OBLIGOR,  EACH  PURCHASER  AND THE GSMP VCOC HEREBY WAIVE AND
WILL CAUSE EACH OF THEIR RESPECTIVE SUBSIDIARIES TO WAIVE, ANY AND ALL RIGHTS IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,  PROCEEDING  OR LITIGATION
DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH,  THIS
AGREEMENT OR ANY OF THE NOTES.

         9.10.    Severability.

         If any provision of this Agreement is determined to be illegal, invalid
or unenforceable,  such provision shall be fully severable to the extent of such
illegality,  invalidity or unenforceability  and the remaining  provisions shall
remain in full force and effect and shall be construed  without giving effect to
such illegal, invalid or unenforceable provision.

         9.11.    Entirety.

         This Agreement together with the other Financing  Documents  represents
the entire  agreement  of the  parties  hereto and thereto  with  respect to the
subject  matter hereof and thereof,  and  supersedes  all prior  agreements  and
understandings,  oral or written, if any, relating to the Financing Documents or
the transactions contemplated herein or therein.

         9.12.    Survival of Representations and Warranties.

         All  representations  and  warranties  made by any Obligor herein shall
survive the execution and delivery of this Agreement,  the issuance and transfer
of all or any portion of the Notes,  and the payment of  principal  of the Notes
and the issuance and delivery of the Notes, and any other obligations hereunder,
regardless  of  any  investigation  made  at any  time  by or on  behalf  of the
Purchasers.

         9.13.    Construction.

         Each  covenant  contained  herein  shall be construed  (absent  express
provision to the contrary) as being independent of each other covenant contained
herein,  so that  compliance  with any one  covenant  shall not (absent  such an
express  contrary  provision)  be  deemed to  excuse  compliance  with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which  such  Person  is  prohibited  from  taking,  such  provision  shall be
applicable  whether such action is taken  directly or indirectly by such Person,
whether or not expressly specified in such provision.

         9.14.    Incorporation.

         All Exhibits and Schedules  attached hereto are incorporated as part of
this Agreement as if fully set forth herein.


                                       29
<PAGE>

         9.15.    Confidentiality.

         (a) Subject to the provisions of clause (b) of this Section 9.15,  each
Purchaser  (including  each GSMP Purchaser and each  Subsequent  Holder) and the
GSMP VCOC agrees  that it will not  disclose  without  the prior  consent of the
Issuer (other than to its employees,  auditors, investors,  partners, creditors,
lenders, rating agencies,  advisors or counsel, in each case, to the extent such
disclosure   reasonably   relates  to  the   administration  of  the  investment
represented  by its Notes and such Person is informed that such  information  is
subject to the  provisions of this Section 9.15 and such Person has entered into
a  customary  confidentiality  agreement  obligating  such  Person  to keep such
information confidential or is otherwise bound by an appropriate confidentiality
obligation) any nonpublic information which has been furnished to such Purchaser
or GSMP VCOC in connection with its evaluation of an investment in the Notes and
of the  other  transactions  referred  to  herein  or is  now  or in the  future
furnished pursuant to this Agreement or any other Financing Document  (including
Section 8.1 hereof) ("Confidential Information"); provided that any Purchaser or
the GSMP VCOC may  disclose  any such  information  (i) as has become  generally
available to the public other than by virtue of a breach of this Section 9.15(a)
by such  Purchaser  or GSMP VCOC or any other  Person to whom such  Purchaser or
GSMP VCOC has provided such  information as permitted by this Section 9.15, (ii)
as  may be  required  in any  report,  statement  or  testimony  required  to be
submitted to any Governmental  Authority having jurisdiction over such Purchaser
or GSMP  VCOC or to the SEC or  similar  organizations  (whether  in the  United
States of America or  elsewhere),  (iii) as may be  required or  appropriate  in
respect of any summons or subpoena or in connection with any litigation, (iv) as
may be required or  appropriate  in order to comply with any  applicable law and
(v) to any  prospective or actual  Subsequent  Purchaser in connection  with any
contemplated  transfer of any of the Notes by such Purchaser;  provided that any
prospective  Subsequent Purchaser expressly agrees in writing to be bound by the
confidentiality  provisions  contained in this  Section 9.15 or a  substantially
identical  confidentiality  obligation.  Each Purchaser and the GSMP VCOC agrees
that in the event it intends to disclose confidential  information in accordance
with  clause  (ii),  (iii) or (iv)  above,  it shall,  to the extent  reasonably
practicable,  provide the Issuer notice of such requirement  prior to making any
disclosure  so that the  Issuer  may  seek an  appropriate  protective  order or
confidential treatment of the information being disclosed.

         (b) The Issuer hereby  acknowledges  and agrees that each Purchaser and
the GSMP VCOC may share  with any of its  Affiliates,  and such  Affiliates  may
share with such Purchaser and GSMP VCOC, any  information  related to the Issuer
or  any  of its  Subsidiaries  (including,  without  limitation,  any  nonpublic
information  regarding the  creditworthiness of the Issuer and its Subsidiaries)
to the extent  such  sharing  reasonably  relates to the  administration  of the
investment  represented by the Notes and such  Affiliates are informed that such
information  is subject to the  provisions of this Section  9.15;  provided such
Persons  shall be subject to the  provisions  of this  Section  9.15 to the same
extent as such Purchaser and GSMP VCOC.

         (c)  Notwithstanding  anything in this  Agreement to the contrary,  the
Purchasers and GSMP VCOC shall not disclose to USI Holdings  Corporation and its
Subsidiaries  any  Confidential  Information  related  to or  containing:  costs
(including  salaries or benefits);  prices or other  competitive  terms of sale;
profitability;  marketing,  strategic  or business  plans;  product  development
plans, customers;  or any other information,  which could reasonably be expected
to be used to the competitive detriment of Holdings.

         9.16.    Maximum Rate.

         In no event shall any  interest or fee to be paid  hereunder or under a
Note exceed the maximum rate permitted by applicable  law. In the event any such
interest  rate or fee exceeds  such  maximum  rate,  such rate shall be adjusted
downward to the highest rate  (expressed as a percentage  per annum) or fee that
the parties  could  validly  have agreed to by contract on the date hereof under
applicable law.


                                       30
<PAGE>

         9.17. PATRIOT Act.

         The   Purchasers   hereby  notify  the  Issuer  that  pursuant  to  the
requirements  of the  PATRIOT  Act,  the  Purchasers  may be required to obtain,
verify and record  information  that identifies  Holdings,  the Issuer and their
respective  Subsidiaries,  including their  respective names and addresses other
information that will allow the Purchasers to identify Holdings,  the Issuer and
their respective Subsidiaries in accordance with the PATRIOT Act.

         9.18.    Currency.

         All dollar amounts referred to in this Agreement are in lawful money of
the United States.

         9.19.    Further Assurances.

         Each of the parties hereto shall, upon reasonable  request of any other
party hereto, do, make and execute all such documents,  acts, matters and things
as may be  reasonably  required  in order  to give  effect  to the  transactions
contemplated hereby.

                            [SIGNATURE PAGES FOLLOW]


                                       31
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Agreement to be duly  executed and delivered as of the date first above
written.

                                           TRINITY ACQUISITION LIMITED


                                           By:
                                                  ------------------------------
                                                  Name:  Patrick C. Regan
                                                  Title: Director

                                           WILLIS GROUP HOLDINGS LIMITED


                                           By:
                                                  ------------------------------
                                                  Name:  Patrick C. Regan
                                                  Title: Chief Financial Officer

                                           WILLIS INVESTMENT HOLDINGS UK, LTD.

                                           TA I LIMITED

                                           TA II LIMITED

                                           TA III LIMITED

                                           TA IV LIMITED

                                           WILLIS GROUP LIMITED


                                           By:
                                                  ------------------------------
                                                  Name:  Patrick C. Regan
                                                  Title: Director

                                           WILLIS NORTH AMERICA INC.


                                           By:
                                                  ------------------------------
                                                  Name:  Joseph Plumeri
                                                  Title: Executive Chairman


                                       32
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Agreement to be duly  executed and delivered as of the date first above
written.

PURCHASERS:                          GSMP V ONSHORE INTERNATIONAL, LTD.


                                     By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                     GSMP V OFFSHORE INTERNATIONAL, LTD.


                                     By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                     GSMP V INSTITUTIONAL INTERNATIONAL, LTD.


                                     By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                     GS MEZZANINE PARTNERS V INSTITUTIONAL, L.P.
                                     By:  GS Mezzanine Advisors V, L.L.C., its
                                          general partner


                                     By:
                                            ------------------------------------
                                            Name:
                                            Title:


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