X0306 4 2016-01-04 1 0001470215 Towers Watson & Co. TW 0001237783 MILLAY ROGER F 901 N. GLEBE ROAD ARLINGTON VA 22203 1 VP & Chief Financial Officer Class A Common Stock 2016-01-04 4 D 0 27764.982 D 0 D Stock Option- Right to Buy 110.58 2016-01-04 4 A 0 18443 0 A 2018-07-01 2022-09-10 Class A Common Stock 18443 50367 D Stock Option- Right to Buy 110.58 2016-01-04 4 D 0 50367 0 D 2018-07-01 2022-09-10 Class A Common Stock 50367 0 D Restricted Stock Unit 0 2016-01-04 4 D 0 1786.5999 0 D 1988-08-08 1988-08-08 Class A Common Stock 1786.5999 0 D Stock Option- Right to Buy 35.88 2016-01-04 4 D 0 12073 0 D 2010-03-04 2017-03-04 Class A Common Stock 12073 0 D Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement" and the merger contemplated thereby, the "Merger") by and Among Willis Group Holdings PLC ("Willis"), Citadel Merger Sub, Inc. and the Issuer in exchange for an equal number of Willis ordinary shares (and cash in lieu of fractional Willis ordinary shares) having a market value of $124.98 per share on the closing date of the Merger. The option vests in full on July 1, 2018, only if the "Effective Time" as defined in the Merger Agreement has occurred by no later than December 31, 2016 and the reporting person has remained in continuous service with the Issuer or any subsidiary through such vesting date. The option may be exercised at any time on or after the date of vesting until September 10, 2022, unless earlier terminated in accordance with the terms of the Towers Watson & Co. 2009 Long Term Incentive Plan or upon termination of the reporting person's service. This option, which would have vested in full on July 1, 2018, subject to the reporting person's continued service with the Issuer or any subsidiary through such vesting date, was assumed by Willis in the Merger and replaced with an option to purchase an equal number of Willis ordinary shares for $110.58 per ordinary share. These Restricted Stock Units were assumed by Willis in the Merger and replaced with a Restricted Share Unit with a value equivalent to a number of Willis ordinary shares equal to the number of Issuer shares represented by such Restricted Stock Units, rounded down to the nearest whole number in accordance with the terms of the Merger Agreement. This option was assumed by Willis in the Merger and replaced with an option to purchase an equal number of Willis ordinary shares for $35.88 per ordinary share. /s/ Thomas D. Scholtes, attorney-in-fact for Mr. Millay 2016-01-06