Exhibit 4.3

                          REGISTRATION RIGHTS AGREEMENT


            This REGISTRATION RIGHTS AGREEMENT is dated as of March 6, 2009 (the
"Agreement"),  by and among Willis Group Holdings  Limited,  an exempted company
under  the  Companies  Act 1981 of  Bermuda  ("Holdings"),  Trinity  Acquisition
Limited,  a company  organized and operated  under the laws of England and Wales
and an indirect  subsidiary  of Holdings (the  "Issuer"),  and each of the other
guarantors party hereto  (collectively  with Holdings,  the "Guarantors" and the
Guarantors, together with the Issuer, the "Obligors"), on the one hand, and GSMP
V Onshore  International,  Ltd., an exempted  Issuer  incorporated in the Cayman
Islands with limited liability ("GSMP Onshore"),  GSMP V Offshore International,
Ltd.,  an  exempted  Issuer  incorporated  in the Cayman  Islands  with  limited
liability  ("GSMP  Offshore") and GSMP V Institutional  International,  Ltd., an
exempted Issuer incorporated in the Cayman Islands with limited liability ("GSMP
Institutional"  and, together with GSMP Onshore and GSMP Offshore,  the "Initial
Purchasers"), on the other hand.

            This Agreement is entered into in connection  with the Note Purchase
Agreement by and among the Obligors,  the Initial  Purchasers  and certain other
purchasers  named  therein,  dated as of February  10, 2009 (the "Note  Purchase
Agreement")  which provides for, among other things,  the issuance by the Issuer
to the Initial Purchasers of $500,000,000.00  aggregate  principal amount of the
Issuer's  12.875% Senior Notes due December 31, 2016 (the "Notes") which will be
guaranteed by each of the Guarantors (the  "Guarantees").  References  herein to
the  "Securities"  refer to the Notes and the  Guarantees  collectively  (or any
Securities  into which the Notes and  Guarantees may be converted or exchanged).
In order to  induce  the  Initial  Purchasers  to enter  into the Note  Purchase
Agreement, the Obligors have agreed to provide the registration rights set forth
in this Agreement for the sole benefit of the Initial Purchasers and not for the
benefit of any subsequent holder or holders of the Securities.

            In  consideration  of the  foregoing,  the parties  hereto  agree as
follows:

            1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

            "Automatic Shelf Registration  Statement" shall have the meaning set
forth in Section 3 hereof.

            "Business Day" shall mean any day that is not a Saturday,  Sunday or
other day on which  commercial banks in New York City are authorized or required
by law to remain closed.

            "Closing  Date" shall mean the  Closing  Date as defined in the Note
Purchase Agreement.

            "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

            "Guarantors"  shall have the meaning set forth in the  preamble  and
shall also include any of the Guarantors' successors.

            "Holders"  shall  mean the  Initial  Purchasers  and any  subsequent
holder of Registrable  Securities that is a member of the GSMP Group (as defined
in the Indenture),  for so long as they own any Registrable Securities,  and not
any other subsequent holder of such securities.

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            "Indenture"  shall mean the  Indenture  relating  to the  Securities
dated as of March 6, 2009 among the Issuer,  as issuer,  the  Guarantors and The
Bank of New  York  Mellon,  as  trustee,  and as the  same  may be  amended  and
supplemented from time to time in accordance with the terms thereof.

            "Initial  Purchasers"  shall  have  the  meaning  set  forth  in the
preamble.

            "Inspector" shall have the meaning set forth in Section 3(m) hereof.

            "Issuer"  shall have the meaning set forth in the Preamble and shall
also include the Issuer's successors.

            "Note  Purchase  Agreement"  shall have the meaning set forth in the
preamble.

            "Person" shall mean any individual,  corporation,  limited liability
company, partnership,  joint venture,  association,  joint stock company, trust,
unincorporated  organization,  government or any agency or political subdivision
thereof or any other entity.

            "Prospectus"  shall mean the  prospectus  included in a registration
statement,  including any  preliminary  prospectus,  and any such  prospectus as
amended or  supplemented  by any prospectus  supplement,  including a prospectus
supplement  with  respect  to the terms of the  offering  of any  portion of the
Registrable Securities covered by the Shelf Registration  Statement,  and by all
other amendments and supplements to such prospectus,  and in each case including
any document incorporated by reference therein.

            "Registrable  Securities"  shall  mean  the  Securities  sold to the
Initial  Purchasers on the Closing Date,  for so long as they are owned directly
or indirectly by the Initial  Purchasers;  provided  that the  Securities  shall
cease to be  Registrable  Securities  (i)  when a  registration  statement  with
respect to such Securities has been declared  effective under the Securities Act
and  such  Securities  have  been  disposed  of  pursuant  to such  registration
statement,  (ii) after such  Securities  have been sold pursuant to Rule 144 (or
any similar provision then in force, but not Rule 144A) under the Securities Act
or (iii) when such Securities cease to be outstanding.

            "Registration  Expenses" shall mean any and all expenses incident to
performance  of or compliance by the Obligors  with this  Agreement,  including,
without limitation, (i) all SEC, stock exchange or FINRA registration and filing
fees,  (ii) all fees and expenses  incurred in connection  with  compliance with
state securities or blue sky laws (including  reasonable fees and  disbursements
of  counsel  for any  Underwriters  or  Holders  in  connection  with  blue  sky
qualification of any Registrable Securities),  (iii) all expenses of any Persons
in  preparing  or  assisting  in  preparing,   word  processing,   printing  and
distributing  any registration  statement,  any Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements or
other similar  agreements and any other documents relating to the performance of
and compliance  with this  Agreement,  (iv) all rating agency fees, (v) all fees
and  disbursements   relating  to  the  qualification  of  the  Indenture  under
applicable  securities laws, (vi) the fees and  disbursements of the Trustee and
its counsel,  (vii) the fees and  disbursements  of counsel for the Obligors and
the  reasonable  fees and  disbursements  of one counsel for the Holders  (which
counsel  shall be  selected  by the  Required  Holders)  including  one local or
foreign counsel in each relevant jurisdiction, (viii) the fees and disbursements
of the independent public accountants of the Obligors, including the expenses of
any  special  audits  or  "comfort"  letters  required  by or  incident  to  the
performance of and compliance with this Agreement, (ix) the expenses incurred in
connection with any road shows,  including  preparation and  transmission of any
road shows,  (x) printers costs,  (xi) any expenses  related to clearance of the
Securities on DTC,  Everclear  and/or  Clearstream,  and any expenses related to
obtaining CUSIP numbers for the Securities, (xii) the fees and disbursements and
expenses of any qualified  independent  underwriter necessary in connection with
any  offering  of  Securities  hereunder  and (xiii) fees and  disbursements  of
Underwriters customarily paid by Obligors of securities,  but excluding fees and
expenses of counsel to the Underwriters  (other than fees and expenses set forth
in clause (ii) above) and  underwriting  discounts and  commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable  Securities by
a Holder.

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            "Required  Holders"  shall mean the  Holders  of a  majority  of the
aggregate principal amount of outstanding Registrable Securities;  provided that
whenever  the  consent  or  approval  of Holders of a  specified  percentage  of
Registrable  Securities  is required  hereunder,  Registrable  Securities  owned
directly  or  indirectly  by the  Issuer or any of its  Affiliates  shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage or amount.

            "SEC" shall mean the Securities and Exchange Commission.

            "Securities" shall have the meaning set forth in the preamble.

            "Securities  Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the SEC promulgated thereunder.

            "Shelf  Effectiveness  Period"  shall have the  meaning set forth in
Section 2(a) hereof.

            "Shelf Registration" shall mean a registration  effected pursuant to
Section 2(a) hereof.

            "Shelf  Registration  Statement"  shall mean a "shelf"  registration
statement of the Obligors that covers all the  Registrable  Securities  (and may
cover other  securities  of the  Obligors) on an  appropriate  form  (including,
without  limitation,  Form S-1 or F-1,  or Form S-3 or F-3) under Rule 415 under
the Securities  Act, or any similar rule that may be adopted by the SEC, and all
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  in each case  including  the  Prospectus  contained
therein,  all  exhibits  thereto  and any  document  incorporated  by  reference
therein.  To the extent  the  Obligors  are  eligible  (i) a Shelf  Registration
Statement on Form S-1 or F-1 may be refiled at any time on Form S-3 or F-3, (ii)
the Shelf Registration Statement may be filed in the form of an "automatic shelf
registration  statement" (as defined  below),  and (iii) the Shelf  Registration
Statement  may be  re-filed  at any  time  as an  automatic  shelf  registration
statement.

            "Staff" shall mean the staff of the SEC.

            "TIA" shall mean the Trust  Indenture  Act of 1939,  as amended from
time to time.

            "Trustee"  shall mean the  trustee  with  respect to the  Securities
under the Indenture.

            "Underwriter" shall have the meaning set forth in Section 3 hereof.

            "Underwritten  Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

             2.  Registration  Under the  Securities  Act.(a)  Upon the  written
demand (the "Shelf  Demand") of the  Required  Holders,  the  Obligors  shall be
required to file, on up to three occasions,  a Shelf Registration Statement with
the SEC to cover resales of the  Registrable  Securities;  provided  that,  each
Shelf Demand shall include  Registrable  Securities with an aggregate  principal
amount  of no less  than the  lesser of (i) the  aggregate  principal  amount of
Registrable  Securities  held by the  Initial  Purchasers  at such time and (ii)
$50,000,000.00.   In  that  case,  the  Obligors  will  use  their  commercially
reasonable efforts to (a) file the Shelf  Registration  Statement within 75 days
of receipt of the Shelf Demand, (b) cause the Shelf Registration Statement to be
declared  effective under the Securities Act by the 165th day after they receive
the Shelf Demand and (c) maintain the  effectiveness  of the Shelf  Registration
Statement during the Shelf Effectiveness Period (defined below).

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<PAGE>

            The Obligors agree to use their  commercially  reasonable efforts to
keep the Shelf Registration  Statement continuously effective until the earliest
of (i) two years  from the date the Shelf  Registration  Statement  is  declared
effective  under  the  Securities  Act or (ii)  such  shorter  period  that will
terminate when all the Registrable  Securities covered by the Shelf Registration
Statement  have been sold  pursuant  to the Shelf  Registration  Statement  (the
"Shelf Effectiveness Period"). The Obligors further agree to supplement or amend
the Shelf  Registration  Statement and the related Prospectus if required by the
rules,  regulations or instructions  applicable to the registration form used by
the Obligors for such Shelf  Registration  Statement or by the Securities Act or
by any other  rules and  regulations  thereunder  for shelf  registration  or if
reasonably  requested  by a Holder of  Registrable  Securities  with  respect to
information  relating to such Holder, and to use their  commercially  reasonable
efforts  to  cause  any such  amendment  to  become  effective  and  such  Shelf
Registration  Statement  and  Prospectus  to become usable as soon as thereafter
practicable.  The  Obligors  agree to  furnish  to the  Holders  of  Registrable
Securities  copies of any such supplement or amendment  promptly after its being
used or filed  with the SEC.  The  Shelf  Registration  Statement  may cover any
securities of the Obligors in addition to the Registrable Securities.

             (b) The Obligors shall pay all Registration  Expenses in connection
with the registration pursuant to Section 2(a) hereof. Each Holder shall pay all
underwriting  discounts  and  commissions,  brokerage  commissions  and transfer
taxes, if any, relating to the sale or disposition of such Holder's  Registrable
Securities pursuant to the Shelf Registration Statement.

             (c) A Shelf Registration  Statement pursuant to Section 2(a) hereof
will  not be  deemed  to have  become  effective  unless  it has  been  declared
effective by the SEC.

             (d) Without  limiting  the remedies  available to the Holders,  the
Obligors  acknowledge  that any  failure by the  Obligors  to comply  with their
obligations under Section 2(a) hereof may result in material  irreparable injury
to the Holders for which there is no adequate remedy at law, that it will not be
possible to measure  damages for such injuries  precisely and that, in the event
of any such  failure,  the  Holders may obtain such relief as may be required to
specifically enforce the Obligors' obligations under Section 2(a) hereof.

             3.  Registration  Procedures.  In connection with their obligations
pursuant  to  Section  2(a)  hereof,  the  Obligors  shall as  expeditiously  as
reasonably possible:

            (a) prepare and file with the SEC the Shelf  Registration  Statement
      on the appropriate  form under the Securities Act, which form (x) shall be
      selected  by the  Obligors,  (y)  shall be  available  for the sale of the
      Registrable Securities by the selling Holders thereof and (z) shall comply
      as to  form  in  all  material  respects  with  the  requirements  of  the
      applicable form and include all financial  statements  required by the SEC
      to be filed therewith;  and use their  commercially  reasonable efforts to
      cause such registration statement to become effective and remain effective
      for the applicable  period in accordance with Section 2 hereof  (provided,
      however, that before filing a registration  statement or Prospectus or any
      amendments or supplements  thereto, or any free writing prospectus related
      thereto,  the Obligors  will furnish to the Holders and to one counsel for
      the Holders copies of all such documents  proposed to be filed,  including
      all exhibits  thereto,  which  documents will be subject to the reasonable
      review and reasonable comment of such counsel,  and the Obligors shall not
      file any registration  statement or amendment  thereto,  any Prospectus or
      supplement thereto or any free writing prospectus related thereto to which
      the Holders or their counsel shall reasonably object);

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            (b) prepare and file with the SEC such  amendments,  supplements and
      post-effective   amendments  to  the  Shelf  Registration   Statement  and
      Prospectus  used in connection  therewith as may be necessary to keep such
      registration  statement  effective for the applicable period in accordance
      with Section 2 hereof and cause each  Prospectus to be supplemented by any
      required  Prospectus  supplement  and,  as so  supplemented,  to be  filed
      pursuant to Rule 424 under the  Securities  Act; and keep each  Prospectus
      current during the period  described in Section 4(3) of and Rule 174 under
      the  Securities  Act that is  applicable  to  transactions  by  brokers or
      dealers with respect to the Registrable Securities;

            (c)  furnish to the  Holders,  to counsel  for such  Holders  (which
      counsel shall be selected by Holders of a majority in principal  amount of
      Securities  covered by the Shelf  Registration) and to each Underwriter of
      an  Underwritten  Offering  of  Registrable  Securities,  if any,  without
      charge,  as many copies of each  Prospectus,  including  each  preliminary
      Prospectus,  and any amendment or supplement  thereto and any free writing
      prospectus  related  thereto,  in  order to  facilitate  the sale or other
      disposition of the  Registrable  Securities  thereunder;  and the Obligors
      consent to the use of such  Prospectus  and any  amendment  or  supplement
      thereto and any free writing  prospectus  related  thereto,  in accordance
      with  applicable  law  by  each  of the  selling  Holders  of  Registrable
      Securities and any such  Underwriters  in connection with the offering and
      sale of the Registrable  Securities covered by and in the manner described
      in such  Prospectus or any  amendment or supplement  thereto in accordance
      with applicable law;

            (d) use their commercially reasonable efforts to register or qualify
      the Registrable  Securities  under all applicable state securities or blue
      sky laws of such  jurisdictions  as any Holder of  Registrable  Securities
      covered by a registration statement shall reasonably request in writing by
      the time the applicable  registration  statement is declared  effective by
      the SEC;  cooperate  with  the  Holders  in  connection  with any  filings
      required to be made with the National  Association of Securities  Dealers,
      Inc.;  and do any and all other  acts and  things  that may be  reasonably
      necessary or  advisable to enable each Holder to complete the  disposition
      in each such  jurisdiction  of the  Registrable  Securities  owned by such
      Holder;  provided  that  neither  the  Issuer nor any  Guarantor  shall be
      required to (i) qualify as a foreign  corporation  or other entity or as a
      dealer in securities in any such jurisdiction where it would not otherwise
      be  required to so  qualify,  (ii) file any general  consent to service of
      process in any such  jurisdiction  or (iii) subject  itself to taxation in
      any such jurisdiction if it is not so subject;

            (e) notify each Holder of  Registrable  Securities,  and counsel for
      Holders of  Registrable  Securities  (which  counsel  shall be selected by
      Holders of a majority in  principal  amount of  Securities  covered by the
      Shelf  Registration),  promptly  and, if  requested  by any such Holder or
      counsel,  confirm  such advice in writing (i) when the Shelf  Registration
      Statement,  any  pre-effective  amendments,   any  related  Prospectus  or
      Prospectus  supplement or any free writing  prospectus related thereto has
      been  filed or used,  when the Shelf  Registration  Statement  has  become
      effective and when any post-effective amendment thereto has been filed and
      becomes effective,  (ii) of any request by the SEC or any state securities
      authority  for  amendments  and  supplements  to  the  Shelf  Registration
      Statement and  Prospectus or for  additional  information  after the Shelf
      Registration Statement has become effective,  (iii) of the issuance by the
      SEC or any state  securities  authority of any stop order  suspending  the
      effectiveness of the Shelf Registration Statement or the initiation of any
      proceedings  for that purpose,  (iv) if, between the effective date of the
      Shelf  Registration  Statement and the closing of any sale of  Registrable
      Securities  covered  thereby,  the  representations  and warranties of any
      Obligor  contained  in  any  underwriting   agreement,   securities  sales
      agreement or other similar  agreement,  if any, relating to an offering of
      such  Registrable  Securities cease to be true and correct in all material
      respects or if any Obligor receives any  notification  with respect to the
      suspension of the qualification of the Registrable  Securities for sale in
      any jurisdiction or the initiation of any proceeding for such purpose, (v)
      of the  happening  of any event  during the period the Shelf  Registration
      Statement is effective that makes any statement made in such  registration
      statement  or  the  related  Prospectus,   any  document  incorporated  by
      reference  therein,  any  free  writing  prospectus,  or  any  information
      conveyed to any purchaser at the time of sale to such purchaser  untrue in
      any  material  respect or that  requires the making of any changes in such
      registration  statement  or  Prospectus  or  free  writing  prospectus  or
      incorporated  document  in  order  to  make  the  statements  therein  not
      misleading  and  (vi)  of  any   determination   by  any  Obligor  that  a
      post-effective amendment to a registration statement would be appropriate;

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            (f)  use  their  commercially   reasonable  efforts  to  obtain  the
      withdrawal  of  any  order  suspending  the  effectiveness  of  the  Shelf
      Registration  Statement  at  the  earliest  possible  moment  and  provide
      immediate notice to each Holder of the withdrawal of any such order;

            (g)  furnish  to each  Holder  of  Registrable  Securities,  without
      charge,  at least one conformed copy of the Shelf  Registration  Statement
      and  any   post-effective   amendment   thereto   (without  any  documents
      incorporated therein by reference or exhibits thereto, unless requested);

            (h) cooperate with the selling Holders of Registrable  Securities to
      facilitate   the  timely   preparation   and   delivery  of   certificates
      representing  Registrable  Securities  to be  sold  and  not  bearing  any
      restrictive legends and enable such Registrable Securities to be issued in
      such  denominations  and  registered  in such names  (consistent  with the
      provisions of the Indenture) as the selling Holders may reasonably request
      at least one Business Day prior to the closing of any sale of  Registrable
      Securities;

            (i) upon the occurrence of any event contemplated by Section 3(e)(v)
      hereof, use their commercially reasonable efforts to prepare and file with
      the SEC a supplement or post-effective amendment to the Shelf Registration
      Statement or the related Prospectus or any document  incorporated  therein
      by reference or file any other  required  document so that,  as thereafter
      delivered to purchasers of the  Registrable  Securities,  such  Prospectus
      will not contain any untrue  statement of a material fact or omit to state
      a material fact necessary to make the statements  therein, in the light of
      the circumstances under which they were made, not misleading;

            (j) a reasonable time prior to the filing of the Shelf  Registration
      Statement,  any  Prospectus,  any  amendment  to  the  Shelf  Registration
      Statement or  amendment  or  supplement  to a  Prospectus  (excluding  any
      document  that  is  to  be   incorporated  by  reference  into  the  Shelf
      Registration  Statement  or a  Prospectus  after  initial  filing  of such
      registration  statement),  provide copies of such document to the Required
      Holders of  Registrable  Securities and their counsel and make such of the
      representatives  of the Obligors as shall be  reasonably  requested by the
      Required Holders of Registrable  Securities or their counsel available for
      discussion of such document; and the Obligors shall not, at any time after
      initial filing of the Shelf Registration  Statement,  file any Prospectus,
      any amendment of or supplement  to the Shelf  Registration  Statement or a
      Prospectus,  (excluding  any  document  that  is  to  be  incorporated  by
      reference into the Shelf Registration Statement or a Prospectus), of which
      the Required Holders of Registrable Securities and their counsel shall not
      have  previously  been  advised  and  furnished a copy and shall give good
      faith consideration to their comments thereon;

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<PAGE>

            (k) obtain a CUSIP number for all  Registrable  Securities not later
      than the effective  date of a  registration  statement and ensure that the
      Registrable Securities are and remain cleared through The Depository Trust
      Company  (and/or,  at the  request of the  holders  of a  majority  of the
      Registrable Securities, Euroclear and Clearstream);

            (l) use their commercially reasonable efforts to cause the Indenture
      to be qualified under the TIA in connection  with the  registration of the
      Registrable  Securities;  cooperate  with the  Trustee  and the Holders to
      effect such changes to the  Indenture as may be required for the Indenture
      to be so  qualified  in  accordance  with the terms of the TIA;  otherwise
      comply  with  all  provisions  of the  TIA;  and  execute,  and use  their
      commercially  reasonable  efforts  to cause the  Trustee to  execute,  all
      documents  as may be required  to effect such  changes and all other forms
      and documents required to be filed with the SEC to enable the Indenture to
      be so qualified in a timely manner;

            (m)  in the  case  of an  Underwritten  Offering  off  of the  Shelf
      Registration Statement,  make available for inspection by a representative
      of the  Holders  of  the  Registrable  Securities  (an  "Inspector"),  any
      Underwriter  participating  in any  disposition  pursuant  to  such  Shelf
      Registration  Statement,  counsel  for the  Underwriter,  and one  firm of
      attorneys,  at reasonable times and in a reasonable  manner, all pertinent
      financial and other records, documents and properties of the Obligors, and
      cause the respective officers,  directors and employees of the Obligors to
      supply  all  information  reasonably  requested  by  any  such  Inspector,
      Underwriter or attorney in connection with an Underwritten Offering off of
      the Shelf Registration Statement; provided that if any such information is
      identified  by the Obligors as being  confidential  or  proprietary,  each
      Person  receiving  such  information   shall  take  such  actions  as  are
      reasonably necessary to protect the confidentiality of such information to
      the extent such action is otherwise not  inconsistent  with, an impairment
      of or in derogation of the rights and interests of any  Inspector,  Holder
      or  Underwriter  and  shall  sign  customary  confidentiality   agreements
      reasonably  requested  by the  Obligors  prior  to  the  receipt  of  such
      information;

            (n) if reasonably requested by any Holder of Registrable  Securities
      covered by the Shelf  Registration  Statement,  promptly  incorporate in a
      Prospectus  supplement or  post-effective  amendment such information with
      respect to such Holder as such Holder  reasonably  requests to be included
      therein and make all required  filings of such  Prospectus  supplement  or
      such  post-effective   amendment  as  soon  as  the  Issuer  has  received
      notification of the matters to be incorporated in such filing;

            (o) at the request of any Holder seeking to effect a distribution of
      Securities to such Holder's shareholders,  partners or members (a "Partner
      Distribution"),   file  any   Prospectus   supplement  or   post-effective
      amendments and otherwise take any action  necessary to amend or supplement
      the  Shelf  Registration  Statement  in  order  to  allow  the  Holder  to
      consummate the Partner  Distribution and allow the shareholders,  partners
      or members of the Holder to freely  sell the  Securities  received in such
      Partner Distribution pursuant to such Shelf Registration Statement;

            (p)  deliver  promptly  to the  Holders  of  Registrable  Securities
      included in any Shelf Registration  Statement copies of all correspondence
      between  the SEC and the  Obligors,  their  counsel  or  auditors  and all
      memoranda  relating to discussions  with the SEC or its Staff with respect
      to the Shelf  Registration  Statement  (including  documents  incorporated
      therein by reference);

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<PAGE>

            (q) make reasonably  available,  during normal business hours, their
      employees and personnel and senior  management for  participation in up to
      three road shows and other  marketing  efforts  and  meetings  with rating
      agencies and otherwise provide  reasonable  assistance to any Underwriters
      in the marketing of Registrable Securities in any Underwritten Offering;

            (r) take no direct or indirect  action  prohibited  by  Regulation M
      under the Exchange Act;

            (s)  in the  case  of an  Underwritten  Offering  off  of the  Shelf
      Registration, enter into such customary agreements and take all such other
      actions in connection  therewith  (including those reasonably requested by
      the  Holders  of  a  majority  in  principal  amount  of  the  Registrable
      Securities  being sold) in order to expedite or facilitate the disposition
      of  such  Registrable  Securities  including,   but  not  limited  to,  an
      Underwritten Offering and in such connection,  (i) to the extent possible,
      make  such   representations   and  warranties  to  the  Holders  and  any
      Underwriters of such  Registrable  Securities with respect to the business
      of the  Issuer and its  subsidiaries,  the Shelf  Registration  Statement,
      Prospectus and documents  incorporated by reference or deemed incorporated
      by reference,  if any, in each case,  in form,  substance and scope as are
      customarily made by companies to Underwriters in Underwritten Offerings of
      debt  securities  and  confirm  the same if and when  requested,  (ii) use
      commercially  reasonable  efforts  to obtain  opinions  of  counsel to the
      Obligors (which counsel and opinions, in form, scope and substance,  shall
      be  reasonably  satisfactory  to  such  Underwriters  and  their  counsel)
      addressed to each  Underwriter  of  Registrable  Securities,  covering the
      matters   customarily   covered  in  opinions  requested  in  underwritten
      offerings,  (iii) use commercially  reasonable efforts to obtain "comfort"
      letters from the independent  certified public accountants of the Obligors
      (and,  if  necessary,   any  other  certified  public  accountant  of  any
      subsidiary of the Issuer or any Guarantor,  or of any business acquired by
      the Issuer or any Guarantor for which  financial  statements and financial
      data  are  or are  required  to be  included  in  the  Shelf  Registration
      Statement) addressed to each Underwriter of Registrable  Securities,  such
      letters  to  be in  customary  form  and  covering  matters  of  the  type
      customarily  covered in "comfort"  letters in connection with underwritten
      offerings;  (iv) in connection with any  Underwritten  Offering,  retain a
      qualified independent  Underwriter to the extent required by the rules and
      regulations  of the FINRA and pay the fees and  expenses of such QIU;  and
      (v) deliver such documents and certificates as may be reasonably requested
      by the Underwriters,  and which are customarily  delivered in underwritten
      offerings,  to evidence the continued validity of the  representations and
      warranties  of the  Obligors  made  pursuant  to  clause  (i) above and to
      evidence  compliance  with  any  customary   conditions  contained  in  an
      underwriting agreement;

            (t) take all  reasonable  action  to  ensure  that any free  writing
      prospectus  utilized in connection with any Shelf  Registration  Statement
      complies in all material  respects  with the  Securities  Act, is filed in
      accordance  with the Securities  Act to the extent  required  thereby,  is
      retained in  accordance  with the  Securities  Act to the extent  required
      thereby and, when taken together with the related  Prospectus,  Prospectus
      supplement and related documents, will not contain any untrue statement of
      a material  fact or omit to state a material  fact  necessary  to make the
      statements  therein,  in light of the circumstances  under which they were
      made, not misleading; and

            (u) in connection with any Underwritten Offering, if at any time the
      information  conveyed  to a  purchaser  at the time of sale  includes  any
      untrue  statement of a material  fact or omits to state any material  fact
      necessary  in  order  to make  the  statements  therein,  in  light of the
      circumstances  under which they were made, not  misleading,  promptly file
      with the SEC such amendments or supplements to such  information as may be
      necessary so that the statements as so amended or  supplemented  will not,
      in light of the circumstances, be misleading.

                                       8
<PAGE>

            To the extent that the Issuer or Holdings (or any other Obligors) is
a well-known  seasoned  issuer (as defined in Rule 405 under the Securities Act)
(a "WKSI") at the time any Shelf Demand is submitted to any of the Obligors, and
such  Shelf  Demand   requests  that  the  Obligors  file  an  automatic   shelf
registration  statement  (as defined in Rule 405 under the  Securities  Act) (an
"Automatic Shelf  Registration  Statement") on Form S-3, the Obligors shall file
an  Automatic  Shelf  Registration  Statement  which  covers  those  Registrable
Securities  which are requested to be  registered.  The Obligors shall use their
commercially  reasonable  best  efforts  to  remain a WKSI  (and not  become  an
ineligible  issuer (as defined in Rule 405 under the Securities Act)) during the
period during which such Automatic Shelf  Registration  Statement is required to
remain  effective.  If the  Obligors  do not pay the  filing  fee  covering  the
Registrable Securities at the time the Automatic Shelf Registration Statement is
filed,  the  Obligors  agree  to pay  such  fee at  such  time or  times  as the
Registrable  Securities  are to be sold.  If the  Automatic  Shelf  Registration
Statement has been outstanding for at least three years, at the end of the third
year the Obligors  shall re-file a new Automatic  Shelf  Registration  Statement
covering  the  Registrable  Securities.  If at any time  when the  Obligors  are
required to  re-evaluate  their WKSI status the Obligors  determine that neither
the Issuer nor  Holdings is a WKSI,  the Obligors  shall use their  commercially
reasonable best efforts to re-file the Shelf Registration  Statement on Form S-3
or F-3  and,  if such  form is not  available,  Form  S-1 or F-1 and  keep  such
registration   statement   effective   during  the  period   during  which  such
registration statement is required to be kept effective.

            With respect to the Shelf Registration  Statement,  the Obligors may
require  each  Holder of  Registrable  Securities  to furnish to the Issuer such
information  regarding such Holder (including,  without limitation,  a customary
selling  Holder  questionnaire)  and the proposed  disposition by such Holder of
such  Registrable  Securities  as the Obligors may from time to time  reasonably
request in writing.

            Each Holder of Registrable  Securities  agrees that, upon receipt of
any notice from the Obligors of the happening of any event of the kind described
in Section 3(e)(iii) or 3(e)(v) hereof,  such Holder will forthwith  discontinue
disposition  of  Registrable  Securities  pursuant  to  the  Shelf  Registration
Statement  until such  Holder's  receipt of the  copies of the  supplemented  or
amended  Prospectus  contemplated  by Section 3(i) hereof and, if so directed by
the  Obligors,  such  Holder  will  deliver  to the  Obligors  all copies in its
possession,  other than permanent file copies then in such Holder's  possession,
of the Prospectus  covering such  Registrable  Securities that is current at the
time of receipt of such notice.

            If  the  Obligors   shall  give  any  such  notice  to  suspend  the
disposition  of  Registrable  Securities  pursuant  to  the  Shelf  Registration
Statement,  the Obligors shall extend the period during which such  registration
statement shall be maintained effective pursuant to this Agreement by the number
of days  during the  period  from and  including  the date of the giving of such
notice to and including the date when the Holders shall have received  copies of
the supplemented or amended  Prospectus  necessary to resume such  dispositions.
The Obligors  may give any such notice only twice during any 365-day  period and
any such  suspensions  shall  not  exceed  90 days per  365-day  period  for all
extensions.

            The  Holders  of  Registrable   Securities   covered  by  the  Shelf
Registration  Statement who desire to do so may sell such Registrable Securities
in an Underwritten  Offering. In any such Underwritten  Offering, the investment
banker or investment bankers and manager or managers (the  "Underwriters")  that
will  administer  the offering  will be selected by the Required  Holders of the
Registrable  Securities included in such offering with the Issuer's consent, not
to be unreasonably withheld.

                                       9
<PAGE>

             4. Indemnification and Contribution. The Obligors,  jointly and
severally,  agree to indemnify and hold harmless each Holder,  their  respective
affiliates,  directors; officers, employees,  fiduciaries, agents, shareholders,
partners, members, advisors, attorneys, representatives and each Person, if any,
who controls any Holder within the meaning of Section 15 of the  Securities  Act
or Section 20 of the Exchange  Act,  from and against any and all  out-of-pocket
losses,  claims,  damages  and  liabilities   (including,   without  limitation,
reasonable  legal fees and other expenses  incurred in connection with any suit,
action or  proceeding  or any claim  asserted,  as such  fees and  expenses  are
incurred),  joint or several,  that arise out of, or are based upon,  any untrue
statement or alleged untrue  statement of a material fact contained in the Shelf
Registration  Statement  or any  Prospectus,  any  preliminary  Prospectus,  any
amendment or supplement to any of the foregoing,  or any free writing prospectus
utilized in  connection  with any of the  foregoing,  or any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances  under  which  they  were  made,  not  misleading,  or any  untrue
statement  or alleged  untrue  statement of a material  fact in the  information
conveyed  to any  purchaser  at the time of the sale to such  purchaser,  or the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein,  and the Obligors will reimburse any such indemnified  party for
any reasonable legal or other expenses  reasonably  incurred by such indemnified
party in  connection  with  investigating  or  defending  any such claim as such
expenses  are  incurred,  except  insofar  as such  losses,  claims,  damages or
liabilities arise out of, or are based upon, any untrue statement or omission or
alleged  untrue  statement or omission  made in reliance  upon and in conformity
with any information  relating to any Holder  furnished to the Issuer in writing
through the Initial  Purchasers or any selling Holder expressly for use therein.
In  connection  with any  Underwritten  Offering  permitted  by  Section  3, the
Obligors,  jointly and severally, will also indemnify the Underwriters,  if any,
selling  brokers,   dealers  and  similar  securities   industry   professionals
participating in the distribution,  their respective  affiliates and each Person
who controls  such  Persons  (within the meaning of the  Securities  Act and the
Exchange Act) generally to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any registration
statement.

            (b) Each Holder agrees,  severally and not jointly, to indemnify and
hold harmless the Issuer,  the Guarantors and the other selling  Holders,  their
respective  affiliates,  the  directors  of the  Obligors,  each  officer of the
Obligors who signed the Shelf  Registration  Statement and each Person,  if any,
who controls the Issuer,  the Guarantors,  the Initial  Purchasers and any other
selling Holder within the meaning of Section 15 of the Securities Act or Section
20 of the  Exchange  Act to the  same  extent  as the  indemnity  set  forth  in
paragraph  (a) above,  but only with respect to any losses,  claims,  damages or
liabilities  that  arise out of, or are based  upon,  any  untrue  statement  or
omission or alleged  untrue  statement or omission  made in reliance upon and in
conformity with any information  relating to such Holder furnished to the Issuer
in writing by such Holder expressly for use in the Shelf Registration  Statement
and any Prospectus;  provided, that the liability of each Holder hereunder shall
be limited to the proportion of any such losses, claims, damages and liabilities
which  is  equal  to the  proportion  that  the  public  offering  price  of the
Securities  sold by such Holder under such  registration  statement bears to the
total public offering price of all Securities sold thereunder, but not to exceed
the net proceeds received by such Holder from the sale of Registrable Securities
covered by such registration statement.

            (c) If any suit, action,  proceeding  (including any governmental or
regulatory investigation),  claim or demand shall be brought or asserted against
any Person in respect of which  indemnification may be sought pursuant to either
paragraph  (a) or (b)  above,  such  Person  (the  "Indemnified  Person")  shall
promptly notify the Person against whom such  indemnification may be sought (the
"Indemnifying  Person")  in  writing;  provided  that the  failure to notify the
Indemnifying  Person  shall not relieve it from any  liability  that it may have
under this Section 4 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure;  and
provided,  further, that the failure to notify the Indemnifying Person shall not
relieve  it from  any  liability  that  it may  have  to an  Indemnified  Person
otherwise than under this Section 4. If any such proceeding  shall be brought or
asserted  against  an  Indemnified   Person  and  it  shall  have  notified  the
Indemnifying  Person  thereof,  the  Indemnifying  Person shall  retain  counsel
reasonably  satisfactory to the Indemnified  Person to represent the Indemnified
Person and any others  entitled to  indemnification  pursuant to this  Section 4

                                       10
<PAGE>

that the Indemnifying  Person may designate in such proceeding and shall pay the
reasonable  fees and expenses of such  counsel  related to such  proceeding,  as
incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel,  but the fees and  expenses of such counsel  shall be at
the expense of such Indemnified  Person unless (i) the  Indemnifying  Person and
the  Indemnified  Person shall have mutually  agreed in writing to the contrary;
(ii) the  Indemnifying  Person has  failed  within a  reasonable  time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person  shall  have  reasonably  concluded  that  there  may be  legal  defenses
available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including
any impleaded parties) include both the Indemnifying  Person and the Indemnified
Person  and  representation  of  both  parties  by the  same  counsel  would  be
inappropriate due to actual or potential differing interests between them. It is
understood and agreed that the Indemnifying Person shall not, in connection with
any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable  fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified  Persons, and that all such fees and expenses
shall be  reimbursed  as they are  incurred.  Any such separate firm (x) for any
Holder,  its affiliates,  directors and officers and any control Persons of such
Holder shall be  designated  in writing by the  Required  Holders and (y) in all
other  cases shall be  designated  in writing by the  Issuer.  The  Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written  consent,  but if settled  with such  consent or if there be a final
judgment for the  plaintiff,  the  Indemnifying  Person agrees to indemnify each
Indemnified  Person  from and against  any loss or  liability  by reason of such
settlement or judgment, as required by paragraphs (a) and (b) of this Section 4.
Notwithstanding  the foregoing  sentence,  if at any time an Indemnified  Person
shall have  requested  that an  Indemnifying  Person  reimburse the  Indemnified
Person for the reasonable  fees and expenses of counsel as  contemplated by this
paragraph,  the  Indemnifying  Person shall be liable for any  settlement of any
proceeding  effected  without  its  written  consent if (i) such  settlement  is
entered into more than 45 days after receipt by the Indemnifying  Person of such
request;  (ii) the Indemnifying Person shall not have reimbursed the Indemnified
Person in accordance  with such request prior to the date of such settlement and
(iii) such Indemnified Person shall have given the Indemnifying  Person at least
30 days prior written notice of its intention to settle. No Indemnifying  Person
shall,  without  the  written  consent  of the  Indemnified  Person,  effect any
settlement  of any  pending  or  threatened  proceeding  in respect of which any
Indemnified Person is or could have been a party and indemnification  could have
been  sought  hereunder  by such  Indemnified  Person,  unless  such  settlement
includes  an  unconditional  release  of such  Indemnified  Person,  in form and
substance reasonably satisfactory to such Indemnified Person, from all liability
on claims that are the subject matter of such proceeding.

            (d) If the  indemnification  provided for in paragraphs  (a) and (b)
above is unavailable to an Indemnified  Person or insufficient in respect of any
losses,   claims,   damages  or  liabilities  referred  to  therein,  then  each
Indemnifying  Person  under  such  paragraph,   in  lieu  of  indemnifying  such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such  Indemnified  Person  as a  result  of  such  losses,  claims,  damages  or
liabilities  (i) in such  proportion as is  appropriate  to reflect the relative
benefits  received  by the  Obligors  and the Holders  from the  issuance of the
Securities  to the Initial  Purchasers  on the Closing  Date (the benefit to the
Obligors  being  the  proceeds  received  by them on the  Closing  Date from the
issuance  of the  Securities  and the  benefit  to the  Holders  being  the fees
received  by them on the Closing  Date in  connection  with the  issuance of the
Securities),  or (ii) if the allocation  provided by clause (i) is not permitted
by applicable  law, in such proportion as is appropriate to reflect not only the
relative  benefits  referred to in clause (i) but also the relative fault of the
Obligors  on the one hand and the  Holders on the other in  connection  with the
statements  or  omissions  that  resulted  in such  losses,  claims,  damages or
liabilities,  as  well  as any  other  relevant  equitable  considerations.  The
relative  fault of the  Obligors  on the one hand and the  Holders  on the other
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material fact relates to  information  supplied by the Obligors or by
the Holders and the parties' relative intent,  knowledge,  access to information
and opportunity to correct or prevent such statement or omission.

                                       11
<PAGE>

            (e) The Obligors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 4 were determined by pro rata
allocation  (even if the Holders were treated as one entity for such purpose) or
by any other method of  allocation  that does not take account of the  equitable
considerations referred to in paragraph (d) above. The amount paid or payable by
a party as a result of the losses,  claims,  damages and liabilities referred to
in paragraph  (d) above shall be deemed to include,  subject to the  limitations
set forth above, any legal or other expenses  reasonably  incurred by such party
in connection with any such action or claim.  Notwithstanding  the provisions of
this Section 4, in no event shall a Holder be required to contribute  any amount
in excess of the amount by which the total price at which the Securities sold by
such Holder  exceeds the amount of any  damages  that such Holder has  otherwise
been  required to pay by reason of such untrue or alleged  untrue  statement  or
omission or alleged omission.  No Person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

            (f) The remedies  provided  for in this Section 4 are not  exclusive
and shall not limit any rights or remedies  that may  otherwise  be available to
any Indemnified Person at law or in equity.

            (g) The  indemnity  and  contribution  provisions  contained in this
Section 4 shall remain operative and in full force and effect  regardless of (i)
any termination of this Agreement,  (ii) any investigation  made by or on behalf
of the Initial Purchasers, their respective affiliates or any Person controlling
the Initial  Purchasers,  or by or on behalf of the Obligors,  their  respective
affiliates  or the  officers  or  directors  of or any  Person  controlling  the
Obligors  and (iii) any sale of  Registrable  Securities  pursuant  to the Shelf
Registration Statement.

            5. General.

            (a) No Inconsistent Agreements. The Obligors represent,  warrant and
agree that (i) the rights granted to the Initial Purchasers  hereunder do not in
any way conflict with and are not  inconsistent  with the rights  granted to the
holders of any other  outstanding  securities issued or guaranteed by the Issuer
or any Guarantor  under any other  agreement and (ii) neither the Issuer nor any
Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent  with the rights granted to the Holders
of  Registrable  Securities in this  Agreement or otherwise  conflicts  with the
provisions hereof.

            (b)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given  unless the  Obligors  have  obtained  the  written  consent of
Holders of at least a majority in aggregate  principal amount of the outstanding
Registrable  Securities  affected by such amendment,  modification,  supplement,
waiver or consent; provided that no amendment, modification,  supplement, waiver
or consent to any  departure  from the  provisions  of Section 4 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder. Any amendments,  modifications,  supplements, waivers or
consents pursuant to this Section 5(b) shall be by a writing executed by each of
the parties hereto.

                                       12
<PAGE>

            (c) Notices.  All notices and other  communications  provided for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Issuer by means of a notice given in accordance  with the provisions of this
Section  5(c),  which  address   initially  is,  with  respect  to  the  Initial
Purchasers, the address set forth in the Note Purchase Agreement; (ii) if to the
Obligors,  initially  at the  Issuer's  address  set forth in the Note  Purchase
Agreement  and  thereafter  at such other  address,  notice of which is given in
accordance  with the  provisions of this Section  5(c);  and (iii) to such other
persons at their respective addresses as provided in the Note Purchase Agreement
and  thereafter  at such other  address,  notice of which is given in accordance
with the  provisions of this Section 5(c).  All such notices and  communications
shall be  deemed  to have  been duly  given at the time  delivered  by hand,  if
personally  delivered;  five  Business  Days after being  deposited in the mail,
postage  prepaid,  if mailed;  when answered  back, if telexed;  when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered to
an air courier  guaranteeing  overnight  delivery.  Copies of all such  notices,
demands or other  communications  shall be concurrently  delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.

            (d) Rule 144. The Obligors  covenant  that (i) so long as the Issuer
and/or Holdings remains subject to the reporting provisions of the Exchange Act,
it or they, as applicable,  will timely file the reports required to be filed by
them under the  Securities Act or the Exchange Act  (including,  but not limited
to, the reports  under  Section 13 and 15(d) of the  Exchange Act referred to in
subparagraph  (c) of Rule 144 under the Securities Act), and (ii) they will take
such  further  action as any Holder of  Registrable  Securities  may  reasonably
request,  all to the extent  required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the  exemptions  provided by (A) Rule 144 under the Securities
Act, as such rule may be amended  from time to time,  or (B) any similar rule or
regulation hereafter adopted by the SEC.

            (e) Successors and Assigns. This Agreement shall be binding upon and
inure  to the  benefit  of and be  enforceable  by the  parties  hereto  and the
respective  successors,  personal  representatives  and  assigns of the  parties
hereto,  whether  so  expressed  or not,  so long as such  successors,  personal
representatives  and assigns  are members of the GSMP Group.  If a member of the
GSMP Group shall acquire Registrable  Securities from any Holder, in any manner,
whether by operation of law or otherwise,  such Person shall promptly notify the
Obligors,  and such  Registrable  Securities  acquired from such Holder shall be
held  subject to all of the terms of this  Agreement,  and by taking and holding
such  Registrable  Securities  such  Person  shall be  entitled  to receive  the
benefits  of and be  conclusively  deemed  to have  agreed to be bound by and to
perform all of the terms and provisions of this Agreement.

            (f) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

            (g)  Jurisdiction.  With respect to any suit,  action or  proceeding
("Proceeding")  arising out of or relating to this Agreement each of the parties
hereto  hereby  irrevocably  (i) submits to the  exclusive  jurisdiction  of the
United States  District Court for the Southern  District of New York, the United
States  District Court for the District of Delaware,  or any state court located
in the State of Delaware, County of Newcastle (the "Selected Courts") and waives
any  objection to venue being laid in the Selected  Courts  whether based on the
grounds of forum  non-conveniens  or otherwise and hereby agrees not to commence
any such  Proceeding  other than before one of the  Selected  Courts;  provided,
however,  that a party may  commence  any  Proceeding  in a court  other  than a
Selected  Court solely for the purpose of enforcing an order or judgment  issued
by one of the  Selected  Courts and (ii)  consents  to service of process in any
Proceeding by the mailing of copies  thereof by  registered  or certified  mail,
postage  prepaid,  or by recognized  international  express  carrier or delivery
service,  to the parties at their  respective  addresses  referred to in Section
5(c) hereof;  provided,  however,  that nothing herein shall affect the right of
any party hereto to serve process in any other manner permitted by law.

                                       13
<PAGE>

            (h) WAIVER OF TRIAL BY JURY. WITH RESPECT TO ANY PROCEEDING  ARISING
OUT OF OR  RELATING  TO  THIS  AGREEMENT  EACH  OF  THE  PARTIES  HERETO  HEREBY
IRREVOCABLY,  TO THE EXTENT NOT  PROHIBITED  BY  APPLICABLE  LAW THAT  CANNOT BE
WAIVED,  WAIVE,  AND COVENANT  THAT THEY WILL NOT ASSERT  (WHETHER AS PLAINTIFF,
DEFENDANT  OR  OTHERWISE)  ANY RIGHT TO TRIAL BY JURY IN ANY  ACTION  ARISING IN
WHOLE OR IN PART  UNDER  OR IN  CONNECTION  WITH  THIS  AGREEMENT  OR ANY OF THE
CONTEMPLATED  TRANSACTIONS,  WHETHER NOW  EXISTING  OR  HEREAFTER  ARISING,  AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,  AND AGREE THAT ANY OF THEM MAY
FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,
VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS
RIGHT TO TRIAL BY JURY IN ANY  PROCEEDING  WHATSOEVER  BETWEEN THEM  RELATING TO
THIS AGREEMENT OR ANY OF THE CONTEMPLATED  TRANSACTIONS WILL INSTEAD BE TRIED IN
A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

            (i) Specific Performance.  The parties hereto agree that irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not  performed  in  accordance  with its specific  terms or were  otherwise
breached.  It is  accordingly  agreed that the  parties  shall be entitled to an
injunction or injunctions  and other equitable  remedies to prevent  breaches of
this Agreement and to enforce  specifically  the terms and provisions  hereof in
any of the Selected Courts,  this being in addition to any other remedy to which
they are  entitled at law or in equity.  Any  requirements  for the  securing or
posting of any bond with respect to such remedy are hereby waived by each of the
parties  hereto.  Each party further agrees that, in the event of any action for
an injunction or other equitable remedy in respect of such breach or enforcement
of specific  performance,  it will not assert the  defense  that a remedy at law
would be adequate.

            (j) Other Acts.  Each party  hereto shall do and perform or cause to
be done and  performed  all such further  acts and things and shall  execute and
deliver all such other agreements,  certificates,  instruments, and documents as
any other party hereto  reasonably  may request in order to carry out the intent
and  accomplish  the  purposes of this  Agreement  and the  consummation  of the
transactions contemplated hereby.

            (k)  Counterparts.  This  Agreement may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

            (l) Headings.  The headings in this Agreement are for convenience of
reference  only,  are  not a part of this  Agreement  and  shall  not  limit  or
otherwise affect the meaning hereof.

            (m)  Miscellaneous.  This  Agreement  contains the entire  agreement
between the parties  relating to the subject  matter hereof and  supersedes  all
oral statements and prior writings with respect thereto. If any term, provision,
covenant  or  restriction  contained  in this  Agreement  is held by a court  of
competent  jurisdiction to be invalid,  void or  unenforceable or against public
policy,  the  remainder of the terms,  provisions,  covenants  and  restrictions
contained  herein  shall  remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Obligors and the Initial Purchasers shall
endeavor  in  good  faith   negotiations   to  replace  the  invalid,   void  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes  as  close  as  possible  to that of the  invalid,  void or  unenforceable
provisions.

                                       14
<PAGE>

            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the date first written above.



                                       TRINITY ACQUISITION LIMITED


                                       By:______________________________
                                          Name:
                                          Title:


                                       WILLIS GROUP HOLDINGS LIMITED


                                       By:______________________________
                                          Name:
                                          Title:


                                       WILLIS INVESTMENT UK HOLDINGS, LTD.

                                       TA I LIMITED

                                       TA II LIMITED

                                       TA III LIMITED

                                       TA IV LIMITED

                                       WILLIS GROUP LIMITED


                                       By: ______________________________
                                           Name:
                                           Title:


                                       WILLIS NORTH AMERICA INC.


                                       By:______________________________
                                          Name:
                                          Title:


                [Signature Page - Registration Rights Agreement]

<PAGE>



                                       GSMP V ONSHORE INTERNATIONAL, LTD.


                                       By:______________________________
                                          Name:
                                          Title:


                                       GSMP V OFFSHORE INTERNATIONAL, LTD.


                                       By:______________________________
                                          Name:
                                          Title:


                                       GSMP V INSTITUTIONAL INTERNATIONAL, LTD.

                                       By:______________________________
                                          Name:
                                          Title:

                [Signature Page - Registration Rights Agreement]