Offer letter, dated as of June 27, 2012, between UL LLC and Weifang Zhou

Dear Weifang,

We are pleased to confirm our offer of employment to you as SVP, Chief Commercial Officer, at UL LLC. In this position you will report directly to Mr. Keith Williams, President and CEO. You will be based in Northbrook, but may be required to travel from time to time for operational reasons.

Your employment with UL LLC will begin on a mutually agreed upon date.

Your total gross annual salary will be $350,000.00. $233,450.00 will be paid in US payroll in semi-monthly installments of $9,727.08 and HK.$ 903,263 ($116,550.00) will be paid under the terms and conditions that are outlined in your Hong Kong employment contract.

You will be eligible to participate in UL's U.S. Benefits Program, subject to the terms and conditions of the applicable plans. You will be provided with the details about the Benefits Program during your relocation period.

You are eligible to participate in the Annual Employee Incentive Plan (AEIP) with a target of forty percent (40%) of year-end salary. The actual amount of your incentive payment will be determined in line with the Plan. Notwithstanding above, the amount of compensation paid to you, is subject to limits imposed by IRS code 4958.

Pending the approval of the Cash Settled Stock Appreciation Rights (CSAR) Plan by the Board of Directors, you will eligible to participate in the CSAR with a target of twenty percent (20%) of year-end salary. The actual amount of your incentive payment will be determined in line with the Plan. Notwithstanding above, the amount of compensation paid to you, is subject to limits imposed by IRS code 4958.

You will be eligible to receive an Executive Allowance of $18,000 annually that will be paid semi-monthly. This allowance is subject to change at any time by the UL family of companies.

You will be eligible to accrue up to twenty five (25) days of vacation per year as provided in UL's vacation policy in addition to the eleven (11) paid U.S. holidays.

You will be provided relocation under terms and conditions of the UL relocation policy. A summary of your offer and the relocation is attached in Addendum l.

You agree that during your employment you will maintain the highest ethical standards in all aspects of your work. You have read, understand and agree to comply with UL's Standards of Business Conduct. Further, you agree that you will comply with the foreign corrupt practices laws, regulations, and other legal requirements including the U.S. Foreign Corrupt Practices Act and UK Bribery Act.

You consent to us: Collecting personal information about you from time to time for our personnel administration

You agree that during your employment you will always act in the best interests of UL to avoid any actual or potential conflict of interest that may influence you in the performance of your job. You also agree that if you do have any actual or potential conflict of interest, you will inform your manager immediately.

In addition, if you participate in the certification process you will not:

(a)Perform the final review or take part in the subsequent certification decision of any product or management system; or

(b)Participate in resolving any complaint or appeal filed with UL by any customer of UL for any customer of UL for which you were previously employed, or worked for as a consultant, at any time during the two-year period immediately preceding the date the work project is assigned to you or the date you are asked to participate in the dispute resolution process.

You agree that during your employment with UL and for a period of one ( 1) year following the termination of your employment with UL for any reason, you will not, without the express written consent of the President of UL, be employed by, consult with or manage any business entity or person involved in activities which are competitive with UL.

14.Non-Solicitation

You agree that during your employment and for a period of six (6) months following the termination of your employment for any reason, you will not directly or indirectly solicit any other employee to leave the services of the UL.

You are required to devote your full time, attention and abilities to UL and to act in the best interests of the company. You shall not take up any other employment whether full-time or part-time without prior written approval of UL.