MARSH & MCLENNAN COMPANIES, INC. (Form: 8-K, Received: 09/18/2018 06:20:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

Commission File No. 1-5998



Date of report (Date of earliest event reported)	September 18, 2018

Marsh & McLennan Companies, Inc.

(Exact Name of Registrant as Specified in Charter)



Delaware	1-5998	36-2668272
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



1166 Avenue of the Americas, New York, NY	10036
(Address of Principal Executive Offices)	(Zip Code)



Registrant’s telephone number, including area code	(212) 345-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



	Emerging growth company o
	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement

On September 18, 2018, Marsh & McLennan Companies, Inc. (the “Company”) issued an announcement (the “Rule 2.7 Announcement”) under Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Code”) disclosing the terms of a recommended cash offer for the entire issued and to be issued share capital of Jardine Lloyd Thompson Group plc, a public company organized under the laws of England and Wales (“Jardine Lloyd Thompson”) (the “Transaction”). In connection with the Transaction, (i) the Company, MMC Treasury Holdings (UK) Limited, a private limited company organized under the laws of England and Wales and a wholly-owned subsidiary of the Company (“MMC Bidco”), and Jardine Lloyd Thompson entered into a co-operation agreement (the “Co-operation Agreement”), (ii) certain shareholders of Jardine Lloyd Thompson delivered to the Company, MMC Bidco and Jardine Lloyd Thompson deeds of irrevocable undertaking, and (iii) the Company, the lenders party thereto and Goldman Sachs Bank USA (“Goldman Sachs”), as administrative agent, entered into a Bridge Loan Agreement, dated as of September 18, 2018 (the “Bridge Loan Agreement”).

Rule 2.7 Announcement

On September 18, 2018, the Company issued the Rule 2.7 Announcement disclosing the terms of the Transaction. Under the terms of the Transaction, Jardine Lloyd Thompson shareholders will receive £19.15 in cash for each Jardine Lloyd Thompson share, which values Jardine Lloyd Thompson’s existing issued and to be issued share capital at approximately £4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31:£1). The Company intends to implement the Transaction by way of a scheme of arrangement (“Scheme”) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “Companies Act”).

The Transaction will be subject to conditions and certain further terms, including, among others, (i) the approval of the Scheme by a majority in number of Jardine Lloyd Thompson shareholders also representing not less than 75% in value of the Jardine Lloyd Thompson shareholders, in each case present and voting, either in person or by proxy, at the Jardine Lloyd Thompson shareholders’ meeting; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales; (iii) the Scheme becoming effective no later than December 31, 2019; and (iv) the receipt of certain antitrust, regulatory and other approvals. The conditions to the Transaction are set out in full in the Rule 2.7 Announcement. Subject to the satisfaction or waiver of all relevant conditions, it is expected that the Transaction will be completed in the first quarter of 2019.

The Company is entitled to implement the Transaction by way of a takeover offer (as defined in Part 28 of the Companies Act) in certain circumstances, subject to the terms of the Co-operation Agreement and the consent of the Panel on Takeovers and Mergers in the United Kingdom (the “Panel”).

Co-operation Agreement

On September 18, 2018, the Company, MMC Bidco and Jardine Lloyd Thompson entered into the Co-operation Agreement, pursuant to which (i) the Company has undertaken, among other things, to take all steps necessary to obtain required antitrust clearances by committing to remedies that may be required for that purpose and reasonable best endeavors to obtain required regulatory clearances in respect of the Transaction, and (ii) Jardine Lloyd Thompson has undertaken, among other things, to use reasonable endeavors to obtain required antitrust clearances and reasonable best endeavors to obtain required regulatory clearances in respect of the Transaction, in each case as soon as reasonably possible. The parties have also undertaken to provide each other with such information and assistance as may reasonably be required for the purpose of making any filing, notification or submission to relevant antitrust and regulatory authorities. In addition, MMC Bidco has agreed to provide Jardine Lloyd Thompson with information required for the preparation of Scheme documentation. The Co-operation Agreement addresses certain other matters, as set forth therein.

Irrevocable Undertakings

On September 18, 2018, JMH Investments Limited (the “Shareholder”) delivered to the Company, MMC Bidco and Jardine Lloyd Thompson a deed of irrevocable undertaking (the “Shareholder Undertaking”) under which such Shareholder agrees, among other things, to vote its Jardine Lloyd Thompson shares in favor of the Scheme and against any proposal that would impede or frustrate the Transaction. The Shareholder Undertaking

represents an aggregate of 87,974,158 Jardine Lloyd Thompson shares, or approximately 40.2% of Jardine Lloyd Thompson’s outstanding shares as of September 17, 2018.

In addition, on September 18, 2018, each member of the board of directors of Jardine Lloyd Thompson that holds Jardine Lloyd Thompson shares delivered to the Company, MMC Bidco and Jardine Lloyd Thompson a deed of irrevocable undertaking (collectively, the “Director Undertakings”) under which each such director agrees, among other things, to vote his or her Jardine Lloyd Thompson shares in favor of the Scheme and against any proposal that would impede or frustrate the Transaction. The Director Undertakings represent an aggregate of 627,011 Jardine Lloyd Thompson shares, or approximately 0.3% of Jardine Lloyd Thompson’s outstanding shares as of September 17, 2018.

The Shareholder Undertaking and the Director Undertakings will remain in effect if the Company and MMC Bidco elect to effect the Transaction by way of a takeover offer and will cease to be binding in certain circumstances.

Bridge Credit Facility

To finance the Transaction, on September 18, 2018 (the “Effective Date”), the Company entered into the Bridge Loan Agreement with the lenders from time to time party thereto (the “Lenders”) and Goldman Sachs as administrative agent. The Company is the borrower under the Bridge Loan Agreement. The Bridge Loan Agreement provides for commitments in the aggregate principal amount of £5.2 billion, which will be denominated in Pounds Sterling. Loans made under the Bridge Loan Agreement will mature on the date that is 364 days from the date of the borrowing under the Bridge Loan Agreement.

The borrowing under the Bridge Loan Agreement bears interest at the London Interbank Offered Rate for Pounds Sterling, plus an applicable margin based on the Company’s public debt ratings. The Bridge Loan Agreement also provides for (i) unused commitment fees based on the Company’s public debt ratings and (ii) duration fees equal to 0.50% per annum 90 days after the closing date, 0.75% per annum 180 days after the closing date and 1.00% per annum 270 days after the closing date, of the aggregate principal amount of the advances and commitments of each Lender outstanding at the close of business on such date.

The Bridge Loan Agreement requires the Company to maintain a leverage ratio as at the most recently completed four consecutive fiscal quarters of the Company ending on or prior to such date of no more than 3.25 to 1, which leverage ratio shall be modified upon the closing of the Transaction to the lesser of (i) 4.00 to 1 and (ii) the leverage ratio then in effect under the Company’s existing $1.5 billion Amended and Restated 5 Year Credit Agreement dated November 24, 2015 among the Company, the subsidiaries of the Company party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent. Such leverage ratio is calculated as the ratio of Consolidated Funded Debt at such date to Consolidated Adjusted EBITDA for the most recently completed four consecutive fiscal quarters of the Company ending on or prior to such date. Consolidated Funded Debt is defined as, without duplication, all debt of the Company and its subsidiaries determined on a consolidated basis, net of cash and cash equivalents held either (i) in the United States free of liens and rights of others or (ii) in an escrow account established by the Company or MMC Bidco for purposes of funding the related acquisition. Consolidated Adjusted EBITDA is defined as consolidated net income, interest expense, income tax expense, depreciation expense, amortization expense, to the extent deducted in calculating net income, charges in respect of settlement costs, to the extent deducted in calculating net income, the amount of any losses associated with sales of assets other than in the ordinary course of business, stock option compensation expense resulting from the adoption of Financial Accounting Standards Board Statement No. 123R, the amount of any increase in pension expense resulting from the application of Financial Accounting Standards Board Statement No. 87 or any successor thereto, non-recurring non-cash charges and investment loss in respect of a certain portfolio of investments and sublease charges associated with vacating rental properties, in each case, determined in accordance with generally accepted accounting principles for the most recently completed four consecutive fiscal quarters of the Company ending on or prior to such date.

The Bridge Loan Agreement also requires the Company to maintain a consolidated interest coverage ratio of not less than 4.00 to 1. Such consolidated interest coverage ratio is calculated as the ratio of Consolidated Adjusted EBITDA for the most recently completed four consecutive fiscal quarters of the Company to consolidated interest expense (subject to certain exceptions as set forth in the Bridge Loan Agreement).

The Bridge Loan Agreement contains events of default customary for financings of this type, including, but not limited to, payment defaults, covenant defaults, material inaccuracy of representations and warranties, certain events of bankruptcy or insolvency, certain events under ERISA, material judgments and changes of control. If such an event of default occurs, the lenders under the Bridge Loan Agreement would be entitled to take various actions, including, but not limited to, terminating the commitments under the Bridge Loan Agreement.

The Company intends to obtain permanent financing for the Transaction prior to the closing of the Transaction to replace in full or in part the commitments or the loans then outstanding under the Bridge Loan Agreement. The aggregate amount of the commitments and loans received from such permanent financing would be applied to reduce, on a Pound Sterling-for-Pound Sterling basis, the commitments and loans under the Bridge Loan Agreement.

The foregoing summary of the Transaction, the Rule 2.7 Announcement, the Co-operation Agreement, the Shareholder Undertaking and the Director Undertakings do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Rule 2.7 Announcement, which is attached as Exhibit 2.1 hereto and incorporated by reference herein, the full text of the Co-operation Agreement, which is attached as Exhibit 2.2 hereto and incorporated by reference herein and the full text of the Shareholder Undertaking and the form of Director Undertaking, which are attached as Exhibits 10.1 and 10.2, respectively, hereto and incorporated by reference herein.

The foregoing summary of the Bridge Loan Agreement is only a summary and is subject to, and qualified in its entirety by, the full text of the Bridge Loan Agreement, which is attached as Exhibit 10.3 hereto and incorporated by reference herein.

The Rule 2.7 Announcement, the Co-operation Agreement, the Shareholder Undertaking, the form of Director Undertaking, the Bridge Loan Agreement and the above descriptions have been included solely to provide investors and security holders with information regarding the terms of such documents. They are not intended to be a source of financial, business or operational information about the Company, MMC Bidco, Jardine Lloyd Thompson or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in such documents were made only for purposes of those agreements and as of specific dates; were solely for the benefit of the parties to such documents, as applicable; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the others for the purposes of allocating contractual risk among them instead of establishing matters of fact; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, MMC Bidco, Jardine Lloyd Thompson or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of such documents, as applicable, which subsequent information may or may not be fully reflected in public disclosures. As to factual matters concerning the Company, MMC Bidco and Jardine Lloyd Thompson, you should not rely upon the representations and warranties in such documents, as applicable.

Goldman Sachs and/or its affiliates have provided in the past, and may provide in the future, investment banking services to the Company. In addition, Goldman Sachs International is acting as financial advisor to the Company in connection with the Transaction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 18, 2018, the Company entered into the Bridge Loan Agreement as described under Item 1.01 above. The description of the Bridge Loan Agreement set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

Item 8.01. Other Events.

On September 18, 2018, the Company issued a press release announcing the Rule 2.7 Announcement. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

2.1 Rule 2.7 Announcement, dated as of September 18, 2018 .

2.2 Co-operation Agreement, dated as of September 18, 2018, by and among Marsh & McLennan Companies, Inc., MMC Treasury Holdings (UK) Limited and Jardine Lloyd Thompson Group plc .

10.1 Shareholder Undertaking, dated as of September 18, 2018 .

10.2 Form of Director Undertaking, dated as of September 18, 2018 .

10.3 Bridge Loan Agreement, dated as of September 18, 2018 by and between Marsh & McLennan Companies, Inc., the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

99.1 Press release issued by Marsh & McLennan Companies, Inc., dated as of September 18, 2018 .

FURTHER INFORMATION

This Form 8-K (this “Current Report”) is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable laws. The Transaction will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. The forward-looking statements involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Although the Company believes that its forward-looking statements are based on reasonable assumptions, expected results may not be achieved, and actual results may differ materially from its expectations.

The Company’s forward-looking statements should not be relied upon except as statements of the Company’s present intentions and of the Company’s present expectations, which may or may not occur. Cautionary statements should be read as being applicable to all forward-looking statements wherever they appear. Except as required by law, the Company undertakes no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures the Company has made in this Current Report, as well as the Company’s other filings with the Securities and Exchange Commission (the “SEC”). In particular, see the Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2018, a copy of which is available upon request from the Company. The Company does not assume any obligation to update the forward looking information contained in this Current Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARSH & McLENNAN COMPANIES, INC.

By: /s/ Katherine J. Brennan

Name: Katherine J. Brennan


Title:	Deputy General Counsel, Chief Compliance Officer & Corporate Secretary

Date: September 18, 2018

EXHIBIT 2.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 September 2018

Recommended Cash Acquisition
of
JARDINE LLOYD THOMPSON GROUP PLC
by
MMC TREASURY HOLDINGS (UK) LIMITED
(a Marsh & McLennan Companies, Inc. group company)

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Summary and highlights

The board of directors of MMC Treasury Holdings (UK) Limited (“ MMC BidCo ”), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“ MMC ”), and the Independent Directors of Jardine Lloyd Thompson Group plc (“ JLT ”) are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued share capital of JLT will be acquired by MMC BidCo.


•	Under the terms of the Acquisition, JLT Shareholders will be entitled to receive:

For each JLT Share: £19.15 in cash


•	The Acquisition values the entire issued and to be issued share capital of JLT at approximately £4.3 billion on a fully diluted basis, and represents a premium of approximately:


o	33.7 per cent. to the Closing Price of £14.32 per JLT Share on 17 September 2018 (being the last Business Day before this announcement);


o	31.6 per cent. to the volume-weighted average price of £14.55 per JLT Share for the one month ended 17 September 2018 (being the last Business Day before this announcement); and


o	37.1 per cent. to the volume-weighted average price of £13.97 per JLT Share for the three months ended 17 September 2018 (being the last Business Day before this announcement).


•	The Acquisition Consideration implies an enterprise value of approximately £4.9 billion for JLT.


•	The JLT Independent Directors, who have been so advised by J.P. Morgan Cazenove and Simon Robertson Associates as to the financial terms of the Acquisition, consider the terms

of the Acquisition to be fair and reasonable. In providing their advice, J.P. Morgan Cazenove and Simon Robertson Associates have taken into account the commercial assessments of the JLT Independent Directors. Accordingly, the JLT Independent Directors intend unanimously to recommend that JLT Shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) as all of the JLT Independent Directors who hold JLT Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 27,709 JLT Shares in aggregate representing approximately 0.01 per cent. of JLT’s issued share capital (excluding shares held in treasury) on 17 September 2018 (being the last Business Day before this announcement).

•

The JLT Executive Directors have not participated in the decision to make the recommendation referred to above as they are potential beneficiaries under the reward arrangements described in paragraph 10 of the full announcement. However, the JLT Executive Directors, being Dominic Burke, Mark Drummond Brady and Charles Rozes, strongly support the Acquisition, and each of them has, pursuant to a hard irrevocable undertaking, undertaken to (and where applicable, use reasonable endeavours to procure their spouse to) vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of their own (and, where applicable, their spouse's) beneficial holdings of 599,302 JLT Shares in aggregate representing approximately 0.27 per cent. of JLT's issued share capital (excluding shares held in treasury) on 17 September 2018 (being the last Business Day before this announcement).

•

MMC and MMC BidCo have received a hard irrevocable undertaking from JMH Investments Limited (“ JMH ”), part of the Jardine Matheson Group, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the JLT General Meeting in respect of 87,974,158 JLT Shares representing, in aggregate, approximately 40.16 per cent. of the existing issued share capital (excluding shares held in treasury) of JLT on 17 September 2018 (being the last Business Day before this announcement).


•	In total, therefore, MMC and MMC BidCo have received hard irrevocable undertakings in respect of, in aggregate, 88,601,169 JLT Shares representing approximately 40.45 per cent. of the existing issued share capital (excluding shares held in treasury) of JLT on 17 September 2018 (being the last Business Day before this announcement).


•	MMC is delighted to announce that, following completion of the Acquisition, Dominic Burke, Group Chief Executive of JLT, will join MMC as Vice Chairman and will serve as a member of MMC’s Executive Committee. The directors of MMC are confident that Dominic’s years of experience and proven leadership in the industry will be a valuable asset to MMC and its business.


•	It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. However, MMC BidCo reserves the right to elect to implement the Acquisition by way of an Offer (as defined in Part 28 of the Companies Act 2006), subject to the Panel’s consent and the terms of the Co-operation Agreement.


•	It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and JLT General Meeting, together with the associated forms of proxy, will be posted to JLT Shareholders within 28 days of this announcement and the Meetings are expected to be held shortly thereafter. The Acquisition is currently expected to

close during Spring 2019, subject to receipt of the relevant competition clearances and regulatory approvals.


•	Commenting on the Acquisition, Dan Glaser, President and CEO of MMC, said:

“ The combination of MMC and JLT creates a compelling value proposition for our clients, our colleagues and our shareholders. JLT is a complementary strategic fit with MMC. Bringing together our two enterprises will create a platform to deliver exceptional service to clients across geographies and specialties. At a personal level, I have come to know, and respect, Dominic Burke and his management team from my time both at MMC and as an underwriter. I am confident that the addition of JLT’s talented colleagues will make us an even stronger and more dynamic company. ”


•	Commenting on the Acquisition, Geoffrey Howe, Chairman of JLT, said:

“ The JLT Board is unanimous that MMC has made a compelling offer which reflects the substantial value created by the extraordinary efforts of our people. I’m confident that combining the two groups’ strengths will create a business uniquely well equipped to serve its clients in the future. We have long admired MMC and we can think of no better home for our business. ”


•	Commenting on the Acquisition, Dominic Burke, Group Chief Executive of JLT, said:

“ I am enormously proud of what JLT has achieved, founded on our people, our culture and our unwavering commitment to our clients. MMC is, and always has been, a highly respected competitor and I believe that, combined, we will create a group that will truly stand as a beacon for our industry. ”

Strategic rationale

The Acquisition accelerates MMC’s strategy to be the pre-eminent global firm offering clients advice and solutions in the areas of risk, strategy and people. JLT’s history of strong organic growth, attractive geographic diversification, strong human capital and culture presents a unique value proposition for MMC’s shareholders and the employees of the Combined Group. JLT and MMC both share a commitment to excellence, integrity and a culture of collaboration with high quality, talented personnel that maintain a singular focus on serving clients.

The Acquisition brings a set of assets that is both diverse and complementary to MMC’s current operations and enhances the ability to accelerate growth of the two businesses across products and geographies. More specifically, the Acquisition represents a meaningful step forward in MMC’s continued push to expand in higher growth segments. Benefits to MMC include:


•	Strengthening MMC’s specialty risk broking which has deep expertise and capabilities


•	Expanding network for MMC’s global reinsurance business


•	Enhancing positions in key growth markets such as Asia and Latin America, and segments such as MMC’s global retirement and benefit operations (especially in the UK)

This transaction also provides an opportunity for MMC to enhance several areas of JLT’s business, including accelerating growth in global employee benefits and their US expansion.

Overall, it is estimated that MMC’s revenues will increase to approximately $17 billion as a result of the Acquisition.

Advisers

Goldman Sachs is acting as financial adviser to MMC and MMC BidCo in respect of the Acquisition. Slaughter and May and Wachtell, Lipton, Rosen & Katz are acting as legal advisers to MMC and MMC BidCo in relation to the Acquisition with Davis Polk & Wardwell LLP also acting for MMC in respect of the Bridge Loan Agreement.

J.P. Morgan Cazenove and Simon Robertson Associates are acting as financial advisers to JLT. Clifford Chance LLP is acting as legal adviser to JLT.

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the Conditions and other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to the full announcement contains bases and sources of certain information contained in this summary and the following announcement. Details of irrevocable undertakings received by MMC and MMC BidCo are set out in Appendix 3 to the full announcement. Certain terms used in this summary and the following announcement are defined in Appendix 4 to the full announcement.

A copy of this announcement and the documents required to be published by Rule 26 of the City Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on MMC’s website at www.mmc.com and JLT’s website at www.jlt.com/investors by no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference into, and do not form part of, this announcement.

Analyst and investor presentation

MMC will host a conference call and webcast for investors and analysts at 8.30 a.m. (New York time) and 1.30 p.m. (London time) on 18 September 2018 to discuss the Acquisition.

To participate in this conference call, please use the following access details:
US: +1 866 831 8658
UK: +44 (0)80 8101 1183
Outside the US or the UK: +1 785 424 1243

Participant code: 529923

The live audio webcast may be accessed at www.mmc.com .

Enquiries:

MMC and MMC BidCo
Dan Farrell +1 212 345 3713

Goldman Sachs (Financial Adviser to MMC and MMC BidCo)
Victor Lopez Balboa                    +1 212 902 1000
Mark Sorrell                        +44 20 7774 1000
Nick Harper                        +44 20 7774 1000

JLT
Charles Rozes (Group Finance Director) +44 20 7558 3380
Paul Dransfield (Head of Investor Relations) +44 20 7528 4933

J.P. Morgan Cazenove (Financial Adviser to JLT)
Conor Hillery +44 20 7742 4000

Edward Squire +44 20 7742 4000

James Robinson +44 20 7742 4000

Simon Robertson Associates (Financial Adviser to JLT)
Tim Wise +44 20 7318 8888

Brunswick Group (PR Adviser to JLT)

Tom Burns +44 20 7404 5959
Dania Saidam +44 20 7404 5959

Further information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for MMC and MMC BidCo and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than MMC and MMC BidCo for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised by the PRA and regulated by the FCA and the PRA in the UK and is acting exclusively for JLT and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than JLT for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Simon Robertson Associates LLP ("Simon Robertson Associates") is regulated by the FCA in the UK and is acting exclusively for JLT and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than JLT for providing the protections afforded to clients of Simon Robertson Associates or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The availability of the Acquisition to JLT Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their JLT Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by MMC BidCo or required by the City Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

US holders of JLT Shares should note that the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. An acquisition effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, MMC BidCo exercises the right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have

been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of JLT Shares to enforce their rights and any claim arising out of the US federal laws, since MMC BidCo and JLT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of JLT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

The receipt of cash pursuant to the Acquisition by US holders of JLT Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of JLT Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by MMC and JLT contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of MMC and JLT about future events. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might", or words or terms of similar substance or the negative thereof, are forward-looking statements. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of MMC’s and JLT’s operations and benefits from the Acquisition; (iii) the achievement of cost or revenue synergies; and (iv) the effects of government regulation on MMC’s or JLT's businesses. These statements are based on assumptions and assessments made by MMC and JLT in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.

examples include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of MMC and JLT to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; significant competition that MMC and JLT face; compliance with extensive government regulation; the combined company’s ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Neither MMC nor MMC BidCo nor JLT, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Neither MMC nor MMC BidCo nor JLT assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10 ^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10 ^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on MMC’s website at www.mmc.com and JLT’s website at http://www.jl t.com/investors no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the City Code, JLT Shareholders, persons with information rights and participants in JLT Share Schemes may request a hard copy of this announcement by contacting JLT's registrars, Equiniti, during business hours on 0333 207 6577 (or +44 121 415 7099 if calling from outside the UK) or at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by JLT Shareholders, persons with information rights and other relevant persons for the receipt of communications from JLT may be provided to MMC during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the City Code

For the purposes of Rule 2.9 of the City Code, JLT confirms that, as at 17 September 2018, it had in issue 219,037,876 ordinary shares of 5 pence each (excluding shares held in treasury). The ISIN for the shares is GB0005203376.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 September 2018

Recommended Cash Acquisition
of
JARDINE LLOYD THOMPSON GROUP PLC
by
MMC TREASURY HOLDINGS (UK) LIMITED
(a Marsh & McLennan Companies, Inc. group company)

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

The board of directors of MMC Treasury Holdings (UK) Limited (“ MMC BidCo ”), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“ MMC ”) and the Independent Directors of Jardine Lloyd Thompson Group plc (“ JLT ”) are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued share capital of JLT will be acquired by MMC BidCo.


1.	The Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable MMC BidCo to acquire the whole of the issued and to be issued share capital of JLT. Under the terms of the Acquisition, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, JLT Shareholders will receive:

For each JLT Share: £19.15 pence in cash

The Acquisition values the entire issued and to be issued share capital of JLT at approximately £4.3 billion on a fully diluted basis, and represents a premium of approximately:


•	33.7 per cent. to the Closing Price of £14.32 per JLT Share on 17 September 2018 (being the last Business Day before this announcement);


•	31.6 per cent. to the volume-weighted average price of £14.55 per JLT Share for the one month ended 17 September 2018 (being the last Business Day before this announcement); and


•	37.1 per cent. to the volume-weighted average price of £13.97 per JLT Share for the three months ended 17 September 2018 (being the last Business Day before this announcement).

The Acquisition Consideration implies an enterprise value of approximately £4.9 billion for JLT.

MMC BidCo will have the right to reduce the Acquisition Consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by JLT to JLT Shareholders other than the Interim Dividend of 12.7p per JLT Share that has already been announced by JLT for the period ended 30 June 2018 and that is due to be paid on 3 October 2018.

The JLT Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.


2.	Background to and reasons for the Acquisition


•	Strengthening MMC’s specialty risk broking which has deep expertise and capabilities


•	Expanding network for MMC’s global reinsurance business


•	Enhancing positions in key growth markets such as Asia and Latin America, and segments such as MMC’s global retirement and benefit operations (especially in the UK)

This transaction also provides an opportunity for MMC to enhance several areas of JLT’s business, including accelerating growth in global employee benefits and their US expansion.

Overall, it is estimated that MMC’s revenues will increase to approximately $17 billion as a result of the Acquisition.


3.	Recommendation

The JLT Independent Directors, who have been so advised by J.P. Morgan Cazenove and Simon Robertson Associates as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, J.P. Morgan Cazenove and Simon Robertson Associates have taken into account the commercial assessments of the JLT Directors.

Accordingly, the JLT Independent Directors intend unanimously to recommend that JLT Shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) as all of the JLT Independent Directors who hold JLT Shares have irrevocably

undertaken to do in respect of their own beneficial holdings of 27,709 JLT Shares in aggregate representing approximately 0.01 per cent. of JLT’s issued share capital (excluding shares held in treasury) on 17 September 2018 (being the last Business Day before this announcement).

The JLT Executive Directors have not participated in the decision to make the recommendation referred to above as they are potential beneficiaries under the reward arrangements described in paragraph 10. However, the JLT Executive Directors, being Dominic Burke, Mark Drummond Brady and Charles Rozes, strongly support the Acquisition, and each of them has, pursuant to a hard irrevocable undertaking, undertaken to (and where applicable, use reasonable endeavours to procure their spouse to) vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of their own (and, where applicable, their spouse's) beneficial holdings of 599,302 JLT Shares in aggregate representing approximately 0.27 per cent. of JLT's issued share capital (excluding shares held in treasury) on 17 September 2018 (being the last Business Day before this announcement).


4.	Background to and reasons for the recommendation

Since its formation in 1972, JLT has grown into one of the world’s leading providers of insurance, reinsurance and employee benefits related advice and brokerage. In recent years, the strategy pursued and executed by JLT’s current management team, including the successful expansion into the US, has seen the strong continuation of this trend of market leading growth. As JLT's recent interim results demonstrated, JLT continues to deliver robust trading and financial performance, as it implements the conclusions of last year’s strategy re-examination. The turnaround in performance of the UK and Ireland Employment Benefits business and the continuing progress of US Specialty are complemented by the early benefits from the management restructuring of the Specialty Business on a global basis.

These positive developments give the JLT Board considerable confidence in the continuing ability of management to execute against its strategy and the JLT Group to report market leading organic growth. Under the current management team, JLT has delivered an annualised total shareholder return of 13 per cent. over the past 13 years.

JMH’s shareholding in JLT has been an important contributor to JLT’s success. JMH’s long-standing involvement as a major shareholder dates back to the formation of Jardine Insurance Brokers by JMH in 1972, which subsequently merged with the Lloyd Thompson Group in 1997 to form JLT, with JMH retaining a shareholding of 30 per cent., which it then increased to 40 per cent. in 2011. The shareholding has provided JLT with the market place authority that comes with the support of a leading global corporation. It has also raised JLT’s profile, particularly in Asia, and assured the JLT Group's independence on which clients and staff alike have been able to rely.

The CEO of MMC approached the CEO of JLT in recent days with a compelling proposal and, while the JLT Board is in no doubt as to the JLT Group's strong prospects and continued strategic and financial progress, the JLT Board concluded that it was appropriate to explore the possibility of a transaction with MMC that could deliver attractive value to all shareholders, while ensuring stability and security for its people and clients. It was also clear from the JLT Board’s interactions with JMH that they supported a transaction on such terms. While JMH continues to have the highest regard for the company and everything its management team has achieved over the years, including the considerable value that has been generated for them as a shareholder, JMH’s priorities are increasingly focused on the development of its Asian operations.

The final terms of the Offer made by MMC represent compelling value to shareholders. An offer price of £19.15 per JLT Share represents a premium of 37.1 per cent. to the 3 month volume weighted average share price of £13.97. The JLT Board believes that the Acquisition provides JLT Shareholders with an attractive and certain valuation, payable in cash, that reflects both the value that would have otherwise been unlocked over time as it executes its strategy, as well as a portion of the strategic benefits that are expected to arise in the combination with MMC. The JLT Board expects that the quality of the JLT business, its people and clients, and the entrepreneurial spirit that defines JLT, will continue to prosper as part of MMC and have a positive impact on the enlarged firm in the future.


5.	Irrevocable Undertakings

MMC and MMC BidCo have received a hard irrevocable undertaking from JMH to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the JLT General Meeting in respect of 87,974,158 JLT Shares representing, in aggregate, approximately 40.16 per cent. of the existing issued share capital (excluding shares held in treasury) of JLT on 17 September 2018 (being the last Business Day before this announcement). The irrevocable undertaking given by JMH will only cease to be binding if: (i) the Scheme Document (or Offer Document) has not been posted within 28 days of the issue of this announcement (or (a) within such longer period as MMC BidCo, with the consent of the Panel, determines, or (b) if MMC BidCo elects to exercise its right to switch to implement the Acquisition by way of an Offer rather than a Scheme (or vice versa), within 28 days of the issue of the press announcement announcing any such switch); (ii) the Scheme or Offer lapses or is withdrawn; (iii) the Scheme or Offer does not become effective before the Long Stop Date; or (iv) MMC BidCo announces before the Scheme Document or Offer Document is published that it does not intend to proceed with the Acquisition and no new, revised or replacement Offer or Scheme is announced by MMC BidCo.

As mentioned above, MMC and MMC BidCo have also received hard irrevocable undertakings from all of the JLT Directors who hold JLT Shares to (and, where applicable, use reasonable endeavours to procure their spouses to) vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the JLT General Meeting in respect of their own (and, where applicable, their spouses’) beneficial holdings totalling 627,011 JLT Shares and representing, in aggregate, approximately 0.29 per cent. of the existing issued share capital (excluding shares held in treasury) of JLT on 17 September 2018 (being the last Business Day before this announcement).

In total, therefore, MMC and MMC BidCo have received hard irrevocable undertakings to vote in favour of the Scheme in respect of 88,601,169 JLT Shares in aggregate, representing approximately 40.45 per cent. of JLT’s issued share capital (excluding shares held in treasury) on 17 September 2018 (being the last Business Day before this announcement). All such irrevocable undertakings also contain undertakings to accept, or procure acceptance of, an Offer in the event that MMC BidCo elects to exercise its rights to implement the Acquisition by way of an Offer.

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.


6.	Information relating to JLT

JLT is one of the world’s leading providers of insurance, reinsurance and employee benefits-related advice, brokerage and associated services. JLT’s client proposition is built upon its deep specialist knowledge, client advocacy, tailored advice and service excellence.

JLT operates in more than 40 territories with over 10,000 employees and, supported by the JLT International Network, it offers risk management and employee benefit solutions in 135 countries.


7.	Information relating to MMC

MMC BidCo is a wholly owned subsidiary of MMC (NYSE: MMC), a global professional services firm offering clients advice and solutions in the areas of risk, strategy and people. MMC’s nearly 65,000 colleagues advise clients in over 130 countries. With annual revenue over $14 billion, MMC helps clients navigate an increasingly dynamic and complex environment through four market-leading firms. Marsh advises individual and commercial clients of all sizes on insurance broking and innovative risk management solutions. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations meet the health, wealth and career needs of a changing workforce. Oliver Wyman serves as a critical strategic, economic and brand advisor to private sector and governmental clients.


8.	Management, employees, locations and pensions

MMC values JLT’s strong brand and culture, and attaches great importance to the skills and experience of JLT’s management and employees. MMC and JLT have highly complementary businesses. As such, MMC expects the JLT employees to continue to contribute to the success of the Combined Group following completion of the Acquisition. MMC intends to look at ways to optimise the structure of the Combined Group in order to achieve the anticipated benefits of the Acquisition.

MMC’s preliminary evaluation work to identify potential synergies of the Acquisition considers that there will be some duplication between the two businesses, particularly in functional support areas. MMC has not yet received sufficiently detailed information to formulate comprehensive plans or intentions regarding the impact of the Acquisition on JLT, its various business units or its employees, and intends to take a ‘best of both’ approach to integration. MMC’s preliminary evaluation suggests that MMC is expected to achieve synergies of approximately $250 million within three years of completion of the Acquisition, a substantial portion of which could come from headcount reductions in addition to savings in real estate, IT, outside services and other initiatives. Based on this preliminary evaluation, MMC expects a potential headcount reduction of between 2 and 5 per cent of the total Combined Group workforce across all geographies, including in the UK, Continental Europe, Asia, North America, the Middle East, Latin America and the Pacific, and from a broad range of job categories, including functional support areas such as finance, human resources, IT, operations, legal and administrative support staff.

The finalisation and implementation of any workforce reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies. Any affected individuals will be treated in a manner consistent with MMC’s high standards, culture and practices. MMC intends to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation.

It is expected that each of the JLT Non-Executive Directors will (in accordance with the terms of the Co-operation Agreement) cease to be directors of JLT shortly after the Effective Date and that, following completion of the Acquisition, Dominic Burke, Group Chief Executive of JLT, will join MMC as Vice Chairman and will serve as a member of MMC’s Executive Committee. The directors of

MMC are confident that Dominic’s years of experience and proven leadership in the industry will be a valuable asset to MMC and its business.

MMC confirms that it has given assurances to the JLT Directors that, upon and following completion of the Acquisition, it intends to fully observe the existing employment rights of all JLT management and employees and does not intend to make any material changes to the conditions of employment of the employees of JLT. Subject to the potential headcount reductions described above, MMC also does not intend to make any material changes to the balance of skills and the functions of the employees of JLT.

MMC BidCo does not intend to make any changes with regard to employer contributions into JLT’s existing pension schemes or the accrual of benefits to existing members or the admission of new members to such pension schemes. MMC BidCo intends that following completion of the Acquisition, it will continue to comply with JLT’s existing defined benefit pension obligations, including commitments to make previously agreed deficit contributions and contractually required contributions.

MMC intends to maintain its headquarters for the Combined Group in New York and as a result of the combination, while there may be a rationalisation of certain offices and functions, MMC expects to have an even larger presence in London and the UK more broadly. MMC has over 85 offices and JLT has 40 offices around the globe. MMC BidCo intends to leverage the expanded footprint of the Combined Group to consolidate offices where feasible in order to significantly reduce rental and lease expenses and to enable colleagues to work more closely together. Accordingly, MMC BidCo expects changes to several of its and JLT’s offices or office locations, including leveraging JLT locations for MMC employees and vice versa. MMC BidCo has identified, in particular, various regions where such duplication may exist, including in the UK, Continental Europe, Asia, North America, the Middle East, Latin America and the Pacific.

Further work is required to evaluate whether duplications in headquarter functions and office locations across the Combined Group necessitate rationalisation in future. No changes are otherwise expected with respect to the redeployment of JLT’s fixed asset base and, to MMC’s knowledge, JLT has no research and development function.

Prior to the Scheme becoming effective, it is intended that applications will be made to the London Stock Exchange to cancel trading in JLT Shares on its main market for listed securities and to the UK Listing Authority to cancel the listing of the JLT Shares from the Official List, in each case with effect from or shortly following the Effective Date.

No statements in this paragraph 8 constitute “post-offer undertakings” for the purposes of Rule 19.5 of the City Code.


9.	JLT Share Schemes

Participants in the JLT Share Schemes will be contacted regarding the effect of the Acquisition on their rights under these schemes and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in the Scheme Document or, as the case may be, the Offer Document and in separate letters to be sent to participants in the JLT Share Schemes.


10.	Retention and reward arrangements

Given the critical importance of its senior management and staff to its business and continued success, JLT put in place broad-based retention and reward arrangements across the JLT Group to be implemented in the event of a possible transaction. Under these arrangements, an amount of up to £100 million will be allocated to senior management and staff and payable on or shortly following the closing of the Acquisition. JMH has committed to financially support these arrangements by making a cash payment to JLT of £50 million on closing of the Acquisition. Further information regarding these arrangements will be included in the Scheme Document.


11.	Financing of the Acquisition

The cash consideration payable to JLT Shareholders pursuant to the Acquisition will be provided by MMC BidCo from a combination of the MMC Group’s existing cash resources and third party debt, as described below.

MMC has entered into a Bridge Loan Agreement with Goldman Sachs Bank USA, providing for a term loan bridge facility in the principal amount of £5.2 billion, the proceeds of which will be used to fund the cash consideration payable by MMC to Scheme Shareholders in connection with the Acquisition. MMC has secured the fully committed bridge financing from Goldman Sachs Bank USA as Sole Lead Arranger, Sole Bookrunner and Administrative Agent and together with Goldman Sachs Lending Partners LLC as lenders .

Goldman Sachs International is satisfied that sufficient resources are available to MMC BidCo to satisfy in full the cash consideration payable to JLT Shareholders pursuant to the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.


12.	Offer-related Arrangements

Confidentiality Agreement

MMC and JLT have entered into a confidentiality agreement dated 13 September 2018 (the “ Confidentiality Agreement ”) pursuant to which MMC has undertaken, amongst other things, to: (i) keep confidential information relating to JLT and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (ii) use the confidential information for the purpose of considering and implementing the Acquisition. These confidentiality obligations will remain in force for a period of 18 months.

The Confidentiality Agreement also contains undertakings from both JLT and MMC that for a period of 12 months they will not solicit, approach or employ (subject to certain exceptions) any director, officer or employee of the other with whom they come into contact in connection with the Acquisition. The agreement also contains standstill provisions which restrict MMC and its concert parties from acquiring or offering to acquire interests in securities of JLT except in circumstances where, inter alia, an announcement is made pursuant to Rule 2.7 of the City Code in relation to a firm offer for JLT Shares by a third party or where, following this announcement, any person becomes interested in securities of JLT equivalent to 15% or more of JLT’s entire issued share capital.

Joint Defence Agreement

JLT, MMC and their respective legal counsels have entered into a Clean Team and Joint Defence Agreement dated 12 September 2018 (the " Joint Defence Agreement "), the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties for purposes of assessing antitrust or other regulatory issues and seeking relevant clearances, are undertaken on a confidential basis and do not result in a waiver of any privilege, right or immunity that might otherwise be available, and that certain commercially and competitively sensitive information is ring-fenced and only exchanged or disclosed between JLT and MMC's respective legal counsels and external experts.

Co-operation Agreement

MMC, MMC BidCo and JLT have entered into a Co-operation Agreement dated 18 September 2018 with respect to the conduct of the Acquisition. Under the terms of the Co-operation Agreement, MMC has agreed to take all steps necessary to obtain competition clearances as soon as reasonably possible after the date of the agreement (and, in any event, within the Phase 1 review period of the European Commission and no later than the Long Stop Date) by offering (at MMC’s sole cost) all such remedies as may be necessary and accepting and implementing any remedies that may be required by any relevant antitrust authority for that purpose. MMC has also agreed that it will not, and will procure that no member of the MMC group or any of its advisors or representatives will, take any action that could reasonably be expected to adversely affect or materially delay the obtaining of the competition law clearances. JLT and MMC will co-operate and provide each other with reasonable information and assistance in relation to the filings, submissions and notifications to be made in relation to such clearances and MMC BidCo will provide JLT with certain information, assistance and access as may be reasonably required for the preparation of the Scheme Document.

JLT and MMC will implement certain employee-related matters in accordance with Schedule 2 of the Co-operation Agreement.

The Co-operation Agreement is terminable if:


(A)	the JLT Independent Directors have withdrawn, or adversely modified or qualified, their unanimous and unconditional recommendation that the JLT Shareholders vote in favour of the resolutions relating to the Acquisition (or to accept the Offer if the Acquisition has switched to an Offer);


(B)	a competing transaction: (i) is recommended by the JLT Directors or the JLT Independent Directors; or (ii) completes, becomes effective or is declared or becomes unconditional in all respects, in each case prior to the Long Stop Date;


(C)	any Condition which has not been waived by MMC (despite its right to do so) or any Condition (other than those set out in paragraph 3 of Appendix 1) that is incapable of waiver has become incapable of satisfaction by the Long Stop Date (in circumstances where invocation of the relevant Condition is permitted by the Panel);


(D)	the Acquisition is withdrawn, terminates or lapses in accordance with its terms (other than pursuant to MMC’s right to switch to an Offer in accordance with the terms of the Co-operation Agreement, or if the Acquisition is to be implemented by a different offer or scheme pursuant to a further announcement);


(E)	the Court Meeting, JLT General Meeting or Scheme Court Hearing have not been held on or before the 22 ^nd day after the expected date of such meeting or hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and approval of the Court (if required));


(F)	the Scheme is not approved by the JLT Shareholders at the Court Meeting and/or the JLT General Meeting or the court refuses to sanction the Scheme;


(G)	the Effective Date has not occurred by the Long Stop Date (unless otherwise agreed by the parties in writing); or


(H)	otherwise agreed between JLT, MMC and MMC BidCo in writing.


13.	Opening Position Disclosure

In connection with the Acquisition, MMC BidCo will make a public Opening Position Disclosure setting out details of its interests or short positions in, or rights to subscribe for, any relevant securities of JLT by no later than 12 noon on 2 October 2018.

MMC BidCo’s Opening Position Disclosure will include details of any interests or short positions in, or rights to subscribe for, any relevant securities of JLT held by all persons acting in concert with MMC BidCo.


14.	Scheme of Arrangement

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between JLT and the Scheme Shareholders under Part 26 of the Companies Act 2006. The purpose of the scheme is to provide for MMC BidCo to become owner of the whole of the issued and to be issued share capital of JLT.

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and JLT General Meeting, together with the associated forms of proxy, will be posted to JLT Shareholders within 28 days of this announcement and the Meetings are expected to be held shortly thereafter.

Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to MMC BidCo in consideration for which Scheme Shareholders will receive consideration on the basis set out in paragraph 1 of this announcement.

The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. The Conditions include (i) a long-stop date of 31 December 2019 by which the Scheme must become effective (unless extended with the agreement of MMC BidCo and JLT with the consent of the Panel); (ii) a condition that the Meetings are held no later than the 22nd day after the expected date of the Meetings to be set out in the Scheme Document in due course or any date to which any such meeting is adjourned (or such later date as may be agreed between MMC BidCo and JLT); and (iii) a condition that the Scheme is sanctioned by the Court no later than the 22 ^nd day after the

expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course or any date to which any such meeting is adjourned (or such later date as may be agreed between MMC BidCo and JLT).

To become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a special resolution at the Court Meeting, which must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Scheme Shareholders and the passing of a special resolution at the JLT General Meeting, requiring the approval of JLT Shareholders representing at least 75 per cent. of the votes cast at the JLT General Meeting (either in person or by proxy). The JLT General Meeting will be held immediately after the Court Meeting. In respect of the special resolution at the JLT General Meeting, JLT Shareholders will be entitled to cast one vote for each Scheme Share held.

Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all JLT Shareholders, irrespective of whether or not they attended or voted at the Meetings and the cash consideration will be despatched by MMC BidCo to Scheme Shareholders no later than 14 days after the Effective Date. It is currently expected that this will take place during Spring 2019, subject to receipt of the relevant competition clearances and regulatory approvals.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the JLT General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The Scheme Document will be sent to JLT Shareholders as soon as reasonably practicable and within 28 days of this announcement.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4.


15.	Disclosure of Interests

Except for the irrevocable commitments referred to in paragraph 5 above, as at the date of this announcement, neither MMC BidCo, nor any of its directors, nor, so far as MMC BidCo is aware, any person acting in concert (within the meaning of the City Code) with MMC BidCo has (a) any interest in, or right to subscribe for, any JLT Shares nor does any such person have any short position in JLT Shares, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of JLT Shares; (b) borrowed or lent any JLT Shares or entered into any financial collateral arrangements relating to JLT Shares; or (c) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the City Code.

In the interests of secrecy prior to this announcement, MMC BidCo and MMC have not made any enquiries in respect of the matters referred to in this paragraph of certain parties who may be deemed by the Panel to be acting in concert with MMC BidCo for the purposes of the Scheme. Enquiries of such parties will be made as soon as practicable following the date of this

announcement, and MMC BidCo confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the City Code will be made as soon as possible, if required.


16.	Delisting and re-registration

The last day of dealings in, and registration of transfers of, JLT Shares on the London Stock Exchange is expected to be the Business Day immediately after the Scheme Court Hearing.

On the Effective Date, entitlements held within the CREST system to the JLT Shares will be cancelled, and share certificates in respect of the JLT Shares will cease to be valid.

As soon as possible after the Effective Date, it is intended that JLT will be re-registered as a private limited company.


17.	Documents available for inspection

Copies of the following documents will be made available by no later than 12 noon on 19 September 2018 on www.mmc.com and http://www.jlt.com/investors until the end of the Acquisition:

(a) the irrevocable commitments listed in Appendix 3;

(b) the Confidentiality Agreement;


(c)	the Co-operation Agreement;


(d)	the Joint Defence Agreement;


(e)	a copy of this announcement; and


(f)	the Bridge Loan Agreement and related fee and syndication letter.


18.	General

MMC BidCo reserves the right to elect to implement the Acquisition by way of an Offer (subject to the Panel’s consent and to the terms of the Co-operation Agreement) for the entire issued and to be issued share capital of JLT not already held by MMC BidCo as an alternative to the Scheme. In such an event an Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Part C of Appendix 1 of this announcement.

If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, MMC BidCo intends to: (i) request the London Stock Exchange and the UK Listing Authority cancel trading in JLT Shares on the London Stock Exchange’s main market for listed securities and the listing of the JLT Shares from the Official List; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies

Act 2006 to acquire compulsorily the remaining JLT Shares in respect of which the Offer has not been accepted.

Analyst and investor presentation

MMC will host a conference call and webcast for investors and analysts at 8.30 a.m. (New York time) and 1.30 p.m. (London time) on 18 September to discuss the Acquisition.

To participate in this conference call, please use the following access details:
US: +1 866 831 8658
UK: +44 (0)80 8101 1183
Outside the US or the UK: +1 785 424 1243

Participant code: 529923

The live audio webcast may be accessed at www.mmc.com .

Enquiries:

MMC and MMC BidCo
Dan Farrell +1 212 345 3713

JLT
Charles Rozes (Group Finance Director) +44 20 7558 3380
Paul Dransfield (Head of Investor Relations) +44 20 7528 4933

J.P. Morgan Cazenove (Financial Adviser to JLT)
Conor Hillery                        +44 20 7742 4000
Edward Squire                        +44 20 7742 4000
James Robinson                    +44 20 7742 4000

Simon Robertson Associates (Financial Adviser to JLT)
Tim Wise +44 20 7318 8888

Brunswick Group (PR Adviser to JLT)

Tom Burns +44 20 7404 5959
Dania Saidam +44 20 7404 5959

Further information

and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for MMC and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than MMC for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

Unless otherwise determined by MMC BidCo or required by the City Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in,

into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

US holders of JLT Shares should note that the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. An acquisition effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, MMC exercises the right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Forward-looking statements

statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might", or words or terms of similar substance or the negative thereof, are forward-looking statements. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of MMC’s and JLT’s operations and benefits from the Acquisition; and (iii) the achievement of cost or revenue synergies; and (iv) the effects of government regulation on MMC’s or JLT's businesses. These statements are based on assumptions and assessments made by MMC and JLT in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Some examples include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of MMC and JLT to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; significant competition that MMC and JLT face; compliance with extensive government regulation; the combined company’s ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Dealing and Opening Position Disclosure Requirements

to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on MMC’s website at www.mmc.com and JLT’s website at http://www.jlt.com/investors by no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

Sussex BN99 6DA. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Rounding

Rule 2.9 of the City Code

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE SCHEME AND ACQUISITION

Part A: Conditions to the Scheme and Acquisition

Scheme approval


1.	The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the City Code, by no later than the Long Stop Date, or such later date (if any) as MMC BidCo and JLT may, with the consent of the Panel, agree and (if required) the Court may allow.


2.	The Scheme will be conditional upon:

(A)

(i) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting, and (ii) such Court Meeting and any separate class meeting which may be required by the Court being held on or before the 22 ^nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course or any date to which any such meeting is adjourned (or such later date, if any, as MMC BidCo and JLT may agree and the Court may allow);

(B)

(i) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the JLT General Meeting or at any adjournment of that meeting, and (ii) the JLT General Meeting being held on or before the 22 ^nd day after the expected date of the JLT General Meeting to be set out in the Scheme Document in due course or any date to which any such meeting is adjourned (or such later date, if any, as MMC BidCo and JLT may agree and the Court may allow); and

(C)

(i) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to MMC BidCo and JLT) by the Court and the delivery of a copy of the Scheme Court Order to the Registrar of Companies, and (ii) the Scheme Court Hearing being on or before the 22 ^nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course or any date to which any such meeting is adjourned (or such later date, if any, as MMC BidCo and JLT may agree and the Court may allow).

In addition, MMC BidCo and JLT have agreed that the Acquisition will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Antitrust approvals and clearances


3.	The Acquisition will be conditional upon:


(A)	insofar as the Acquisition constitutes, or is deemed to constitute, a concentration with an EU dimension within the scope of the EUMR, the occurrence of one of the following events:


(i)	the European Commission issuing a decision under Article 6(1)(b), Article 8(1) or Article 8(2) of the EUMR, such decision declaring the Acquisition compatible with the internal market with or without attaching to its decision one or more conditions or obligations; or


(ii)	the relevant time periods for a decision under Article 6(1) or Article 8 of the EUMR (as the case may be) in respect of the Acquisition expiring without the European Commission adopting such a decision; or


(iii)	in the event that all or any part of the Acquisition is referred, or is deemed under the EUMR or Protocol 24 of the EEA Agreement to have been referred by the European Commission to the competent authorities of one or more EU Member State or EFTA State:


(1)	all such competent authorities adopting, or having been deemed under relevant laws to have adopted, decisions authorising the Acquisition either with or without attaching one or more conditions or obligations; and


(2)	the Conditions in either 3(a)(i) or (ii) above being satisfied in relation to any part of the Acquisition not so referred;


(B)	all filings having been made and all applicable waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder having expired or been terminated as appropriate in each case in respect of the Acquisition, or any matters arising from the Acquisition; and

(C)

all notifications to, and filings with, any national or supranational authority acting in its capacity as an antitrust or merger control authority which are necessary or desirable in order to allow the Acquisition to close having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and in any case only to the extent that the failure to make any such notification or filing or wait for such period to expire, lapse or terminate would (i) have a material adverse effect on the Wider MMC Group or the Wider JLT Group (including as to

any criminal sanctions that may be incurred by either of them); or (ii) involve the imposition of criminal sanctions on any director of MMC, MMC BidCo or JLT.

Regulatory


4.	In respect of MMC BidCo and each other person required to give notice under section 178 of FSMA in connection with the Acquisition, the appropriate regulator (as defined in section 178(2A) of FSMA) of each UK authorised person (as defined in section 191G of FSMA) over which the Acquisition contemplates an acquisition of or increase in control:


(A)	giving notice under section 189(4)(a) or 189(7) of FSMA that it has determined to approve such acquisition of or increase in control (whether subject to conditions or not); or


(B)	being treated as having approved such acquisition of or increase in control under section 189(6) FSMA,

where references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009.

General Third Party clearances

Other than in relation to the matters referred to in paragraphs 3 and 4 above, no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, self-regulatory authority or any other body or person whatsoever in any jurisdiction (each a “ Third Party ” and together the “ Third Parties ”) having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps (in each case, not having withdrawn the same) which would or might reasonably be expected to, in each case to an extent or in a manner which is material in the context of the Wider JLT Group or the Wider MMC Group in either case taken as a whole:

(A)

require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider MMC Group or any member of the Wider JLT Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof;


(B)	require, prevent or delay the divestiture by any member of the Wider MMC Group of any shares or other securities in JLT;

(C)

impose any limitation on, or result in a delay in, the ability of any member of the Wider MMC Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider JLT Group or the Wider MMC Group or to exercise management control over any such member;


(D)	otherwise adversely affect the business, assets, profits or prospects of any member of the Wider MMC Group or of any member of the Wider JLT Group;

(E)

make the Acquisition or its implementation or the acquisition or proposed acquisition by MMC or MMC BidCo or any member of the Wider MMC Group of any shares or other securities in, or control of JLT void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;


(F)	other than pursuant to the Acquisition, require any member of the Wider MMC Group or the Wider JLT Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider JLT Group or the Wider MMC Group owned by any Third Party;


(G)	impose any limitation on the ability of any member of the Wider JLT Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to the Wider JLT Group; or


(H)	result in any member of the Wider JLT Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute or implement any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated.

Other than in relation to the competition law and regulatory approvals referred to in paragraphs 3 and 4 above, all necessary filings or applications having been made in connection with the Acquisition and all material statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider MMC Group of any shares or other securities in, or control of, JLT and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals necessary for the proposed acquisition of any shares or other securities in, or control of, JLT or any member of the Wider JLT Group by any member of the Wider MMC Group having been obtained from all appropriate Third Parties or persons with whom any member of the Wider JLT Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider JLT Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all material statutory or regulatory obligations in any jurisdiction having been complied with.

Certain matters arising as a result of any arrangement, agreement etc.

Save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider JLT Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in JLT or because of a change in the control or management of JLT or otherwise, could or might result in, in each case to an extent which is material in the context of the Wider JLT Group taken as a whole:

(A)

any moneys borrowed by or any other indebtedness (actual or contingent, including, without limitation, guarantees, letters of credit and hedging contracts) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;


(B)	any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;


(C)	any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;


(D)	the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;


(E)	the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected;


(F)	the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;


(G)	any such member ceasing to be able to carry on business under any name under which it presently does so; or


(H)	the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider JLT Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (A) to (H) of this Condition, in each case, to an extent which is material in the context of the Wider JLT Group taken as a whole.


8.	Except as Disclosed, no member of the Wider JLT Group having, since 31 December 2017:


(A)	save as between JLT and wholly-owned subsidiaries of JLT or between wholly-owned subsidiaries of JLT or for JLT Shares issued pursuant to the exercise of options or vesting of awards granted under the JLT Share Schemes or the JLT Shares issued or transferred from treasury, issued, authorised or proposed the issue of additional shares of any class;


(B)	save as between JLT and wholly-owned subsidiaries of JLT or between wholly-owned subsidiaries of JLT or for the grant of options or awards under the JLT Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;


(C)	other than to another member of the JLT Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than the Interim Dividend;

(D)

save for intra-JLT Group transactions and other than pursuant to the Acquisition, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or implemented, authorised or proposed or announced any intention to propose any merger, demerger, reconstruction, amalgamation, scheme, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to an extent which is material in the context of the Wider JLT Group taken as a whole;


(E)	save for intra-JLT Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital, in each case, to an extent which is material in the context of the Wider JLT Group taken as a whole;


(F)	issued, authorised or proposed the issue of any debentures or (save for intra-JLT Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability, in each case, to an extent which is material in the context of the Wider JLT Group taken as a whole;

(G)

save as between JLT and wholly-owned subsidiaries of JLT or between wholly-owned subsidiaries of JLT, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs 8(A) and 8(B) above, made any other change to any part of its share capital, in each case, to an extent which is material in the context of the Wider JLT Group taken as a whole;

(H)

entered into, materially changed or terminated or made any offer (which remains open for acceptance) to enter into or materially vary the terms of any contract, agreement, commitment or arrangement with any director or senior executive of JLT or, to an extent material in the context of the Wider JLT Group taken as a whole, with any other employee or employees (in each case, except for salary increases, bonuses or variation of terms in the ordinary course of business);

(I)

entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could reasonably be restrictive on the businesses of any member of the Wider JLT Group or the Wider MMC Group or which involves or could reasonably involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and, in each case, which is material in the context of the Wider JLT Group taken as a whole;

(J)

(other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, in each case, which is material in the context of the Wider JLT Group taken as a whole;


(K)	other than in respect of claims between JLT and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of JLT, waived, compromised or settled any claim or regulatory proceeding (whether actual or threatened) otherwise than in the ordinary course of business, in each case, which is material in the context of the Wider JLT Group taken as a whole;


(L)	entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;


(M)	having made or agreed or consented to any significant change to the following in a way that is material in the context of the Wider JLT Group taken as a whole:


(i)	the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider JLT Group for its directors, employees or their dependents;


(ii)	the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;


(iii)	the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;


(iv)	the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or


(N)	proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, retention scheme or other benefit (including compensation) relating to the employment or termination of employment of any person employed by the Wider JLT Group, in each case which is material in the context of the Wider JLT Group taken as a whole,

and, for the purposes of paragraphs (C), (D), (E) and (F) of this condition, the term “JLT Group” shall mean JLT and its wholly-owned subsidiaries.


9.	Save as Disclosed, since 31 December 2017:


(A)	no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider JLT Group, which is material in the context of the Wider JLT Group taken as a whole;

(B)

no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider JLT Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation or other regulatory proceedings by any Third Party against or in respect of any member of the Wider JLT Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider JLT Group which in any such case might reasonably be expected to materially adversely affect the Wider JLT Group taken as a whole;


(C)	no contingent or other liability having arisen or become apparent to MMC BidCo which would be likely to materially adversely affect the Wider JLT Group taken as a whole;

(D)

no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider JLT Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have a material adverse effect on the Wider JLT Group taken as a whole;


(E)	no member of the Wider JLT Group having conducted its business in material breach of any applicable laws and regulations where such breach might reasonably be expected to have a material adverse effect on the Wider JLT Group taken as a whole; and

(F)

other than with the consent of MMC BidCo, no action having been taken by any member of the Wider JLT Group, or having been approved by JLT Shareholders or consented to by the Panel, which falls within or under Rule 21.1 of the City Code or which otherwise is materially inconsistent with the implementation by MMC BidCo of the Acquisition on the basis contemplated as at the date of this announcement.

No discovery of certain matters


10.	Save as Disclosed, MMC BidCo not having discovered:

(A)

that any financial, business or other information concerning the Wider JLT Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider JLT Group is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case, to an extent which is material in the context of the Wider JLT Group taken as a whole;

(B)

that any member of the Wider JLT Group partnership, company or other entity in which any member of the Wider JLT Group has a significant economic interest and which is not a subsidiary undertaking of JLT is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of JLT for the year ended 31 December 2017, in each case, to an extent which is material in the context of the Wider JLT Group taken as a whole; or


(C)	any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider JLT Group and which is material in the context of the Wider JLT Group taken as a whole.


11.	Save as Disclosed, MMC BidCo not having discovered that:

(A)

(i) any past or present member, director, officer or employee of the Wider JLT Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti-corruption legislation application to the Wider JLT Group; or (ii) any person that performs or has performed services for or on behalf of the Wider JLT Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;


(B)	any asset of any member of the Wider JLT Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(C)

a member of the Wider JLT Group has engaged in any transaction which would cause any member of the Wider MMC Group to be in breach of applicable law or regulation upon completion of the Acquisition, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States, the European Union or any of its member states; or


(D)	there has occurred any disruption in the operations of the Wider JLT Group as a result of issues relating to Information Technology or any failure or other sub-standard performance of any such Information Technology (including, without limitation, any information security breach or unauthorised access of, or

unauthorised acts in relation to, any such Information Technology), in each case which is material in the context of the Wider JLT Group taken as a whole.

Part B: Waiver and invocation of the Conditions

MMC BidCo reserves the right to waive, in whole or in part, all or any of the Conditions in Part A above, except for Condition 2(A)(i), 2(B)(i) and 2(C)(i) ( Scheme Approval ), which cannot be waived.

Conditions 3 to 11 must be fulfilled or, if capable of waiver, waived, no later than 11.59pm on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. MMC BidCo shall be under no obligation to waive or treat as satisfied any of the Conditions capable of waiver by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Part C: Certain further terms of the Acquisition

MMC BidCo reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of an Offer (as defined in Part 28 of the Companies Act 2006). In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 75 per cent. (or such lesser percentage, as MMC BidCo may decide) (i) in nominal value of the shares to which such Offer relates; and (ii) of the voting rights attached to those shares, and that is subject to the MMC BidCo and/or (with the consent of the Panel) any members of the MMC Group having acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a JLT General Meeting, including, for this purpose, any such voting rights attaching to JLT Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

If MMC BidCo is required by the Panel to make an offer for JLT Shares under the provisions of Rule 9 of the City Code, MMC BidCo may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

The Acquisition will lapse if, before the date of the Court Meeting (or, in the event that MMC BidCo elects to implement the Acquisition by way of an Offer, before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later), (i) Phase 2 European Commission proceedings are initiated; or (ii) there is a Phase 2 CMA reference, in respect of the Acquisition.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

This Acquisition and any rights or liabilities arising hereunder, the Acquisition, the Scheme and any proxies will be governed by English law and be subject to the jurisdiction of the English courts, to the Conditions set out in this Appendix 1 and in the formal Scheme Document. The Acquisition will

comply with the applicable rules and regulations of the Financial Conduct Authority and the London Stock Exchange and the City Code.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

JLT Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Effective Date (but not, for the avoidance of doubt, the Interim Dividend).

If, on or after the date of this announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital other than the Interim Dividend is declared, made or paid or becomes payable in respect of the JLT Shares, MMC BidCo reserves the right to reduce the consideration payable under the terms of the Acquisition for the JLT Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital is declared, made or paid or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles MMC BidCo to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any exercise by MMC BidCo of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition or the terms thereof.

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated in this announcement:


(1)	As at the close of business on 17 September 2018, being the last Business Day prior to the date of this announcement, there were 219,037,876 JLT Shares in issue (excluding 1,143,131 shares held in treasury).


(2)	The value placed by the Acquisition on the existing issued and to be issued share capital of JLT is based upon:


a.	the 219,037,876 JLT Shares referred to in paragraph (1) above; and


b.	further JLT Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards granted or agreed to be granted under the JLT Share Schemes, amounting in aggregate to 9,780,125 JLT Shares as at 17 September 2018; less


c.	6,758,668 JLT Shares as at 17 September 2018 held by the JLT employee benefit trust which can be used to satisfy the exercise of options and vesting of awards under the JLT Share Schemes.


(3)	Unless otherwise stated, all prices for JLT Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).


(4)	The volume-weighted average prices of a JLT Share for the one-month and three-month periods ended 17 September 2018 are derived from data provided by Bloomberg and refer to trading on the London Stock Exchange only.


(5)	Financial information relating to JLT is extracted from the unaudited interim results of JLT for the six months ended 30 June 2018.

(6)

The enterprise value of JLT implied by the value of the Acquisition is £4,862 million, which is based on approximately: (i) £4,252 million for the entire issued and to be issued share capital of JLT calculated using the number of shares set out under paragraph (2) above and £19.15 per JLT share; and (ii) JLT’s net debt as at 30 June 2018 which includes current borrowings of £19 million, non-current borrowings of £747 million, cash and cash equivalents (own funds) of £172 million and non-controlling interests of £17 million.

(7)

Estimated pro-forma MMC revenues of approximately $17 billion calculated by adding JLT’s last twelve month revenues to 30 June 2018, converted to US$ at the average exchange rate during the period, to MMC’s last twelve month revenues to 30 June 2018. In each case the last twelve months revenue figure was calculated from the respective companies’ unaudited interim results for the six months ended 30 June 2018 and the audited annual report and accounts for the year ended 31 December 2017.


(8)	JLT’s annualised total shareholder return performance is based on data from Factset.


(9)	Certain figures in this announcement have been subject to rounding adjustments.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS



	Name of JLT Shareholder	Number of JLT Shares*	Percentage of JLT issued share capital (excluding shares held in treasury)
1.	JMH Investments Limited	87,974,158	40.16
2.	Annette Court	1,000	0.00
3.	Dominic Burke	402,118	0.18
4.	Mark Drummond Brady	167,582	0.08
5.	Charles Rozes	29,602	0.01
6.	Geoffrey Howe	25,709	0.01
7.	Nicholas Walsh	1,000	0.00

* In the case of JLT Directors, this includes JLT Shares held by spouses or jointly with spouses, excludes option or award entitlements under JLT Share Schemes and (where applicable) the JLT Share Incentive Plan

The obligations of the JLT Shareholders (other than JMH) listed in the table above under their respective hard irrevocable undertakings cease to be binding only on and from the earlier of the following occurrences:

(A)

if the Scheme Document or Offer Document (as the case may be) has not been posted within 28 days of the issue of this announcement (or within such longer period as MMC BidCo, with the consent of the Panel, determines), provided that if the Acquisition was initially being implemented by way of a Scheme and MMC BidCo elects to exercise its right (in accordance with the Co-operation Agreement) to switch to implement the Acquisition by way of an Offer rather than the Scheme, or vice versa, the time period in this paragraph (A) shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require); or

(B)

on the earlier of (a) the Long Stop Date; or (b) the date on which the Acquisition (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms, other than where the Acquisition is withdrawn or lapses as a result of MMC BidCo exercising its right to implement the Acquisition by way of an Offer in accordance with the City Code rather than by way of a Scheme or vice versa.

The obligations of JMH under its hard irrevocable undertaking cease to be binding only on and from the earlier of the following occurrences:

(A)

if the Scheme Document or Offer Document (as the case may be) has not been posted within 28 days of the issue of this announcement (or within such longer period as MMC BidCo, with the consent of the Panel, determines), provided that if the Acquisition was initially being implemented by way of a Scheme and MMC BidCo elects to exercise its right to switch to implement the Acquisition by way of an Offer rather than the Scheme, or vice versa, the time period in this paragraph (A) shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require);

(B)


(C)	MMC BidCo announces, with the consent of the Panel, before the Offer Document or Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Offer or Scheme (as applicable) is announced by MMC BidCo in accordance with rule 2.7 of the Code.

APPENDIX 4

DEFINITIONS



“£”, “Sterling”, “pence” or “p”	the lawful currency of the UK

“$” or “US$”	the lawful currency of the United States

“Acquisition”	the proposed acquisition of the entire issued and to be issued share capital of JLT by MMC BidCo, to be effected by the Scheme as described in this document (or by the Offer under certain circumstances described in this document)

“Acquisition Consideration”	the consideration payable in connection with the Acquisition

“associated undertaking”	has the meaning given by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations

“Board”	the board of directors

“Bridge Loan Agreement”	the credit agreement dated 18 September 2018 relating to a bridge facility entered into between MMC as borrower and Goldman Sachs Lending Partners LLC as lender and Goldman Sachs Bank USA as lender, Sole Lead Arranger, Sole Bookrunner and Administrative Agent

“Business Day”	a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London

“City Code”	the City Code on Takeovers and Mergers

“Closing Price”	the closing middle market quotations of a share derived from the Daily Official List

“Combined Group”	the enlarged MMC Group following completion of the Acquisition comprising the MMC Group and the JLT Group

“Conditions”	the conditions of the Acquisition set out in Part A of Appendix 1 to this announcement

“Co-operation Agreement”	means the co-operation agreement entered into by JLT, MMC and MMC BidCo dated 18 September 2018



“Court”	the High Court of Justice in England and Wales

“Court Meeting”	the meeting of the JLT Shareholders convened by order of the Court pursuant to section 899 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof

“CREST”	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)

“Daily Official List”	the Daily Official List of the London Stock Exchange

“Dealing Disclosure”	an announcement pursuant to Rule 8 of the City Code containing details of dealings in interests in relevant securities of a party to an offer

“Disclosed”	the information disclosed by or on behalf of JLT: (i) in the annual report and accounts of the JLT Group for the financial year ended 31 December 2017; (ii) in the interim results of the JLT Group for the six months ended 30 June 2018; (iii) in this announcement; (iv) in any other announcement to a Regulatory Information Service prior to the publication of this announcement; (v) fairly disclosed in writing prior to the date of this announcement to MMC or MMC’s advisers (in their capacity as such); or (vi) as otherwise fairly disclosed to MMC or its advisers prior to the date of this announcement (including all matters fairly disclosed during the due diligence call held on 13 September 2018)

“Effective Date”	the date on which the Scheme becomes effective in accordance with its terms

“EFTA”	the European Free Trade Association

“EU”	the European Union

“EUMR”	the EU Merger Regulation (No. 139/2004)

“FCA”	the Financial Conduct Authority

“FSMA”	the UK Financial Services and Markets Act 2000, as it may have been, or may from time to time be, amended, modified re-enacted or replaced

“Goldman Sachs”	Goldman Sachs & Co. LLC and Goldman Sachs International



“Information Technology”	means computer hardware, software and networks

“Interim Dividend”	the interim dividend of 12.7 pence per JLT Share that has been announced by JLT for the period ended 30 June 2018 and that is due to be paid on 3 October 2018

“JLT”	Jardine Lloyd Thompson Group plc, incorporated in England and Wales with registered number 01679424

“JLT Directors”	the directors of JLT as at the date of this Announcement or, where the context requires, the directors of JLT from time to time

“ JLT Executive Directors ”	Dominic Burke, Mark Drummond Brady and Charles Rozes

“JLT General Meeting”	the JLT General Meeting Shareholders (including any adjournment thereof) to be convened to consider and if thought fit pass, inter alia , a special resolution in relation to the Scheme and the Acquisition

“JLT Group”	JLT and its Subsidiaries and associated undertakings

“JLT Independent Directors” or “Independent Directors”	the directors of JLT as at the date of this announcement other than Dominic Burke, Mark Drummond Brady and Charles Rozes

“JLT Share Schemes”	means the JLT Long Term Incentive Plan 2013, the Performance Share Plan 2014 and the Deferred Bonus Share Plan 2017

“JLT Shareholders"	the holders of JLT Shares

“JLT Shares”	the ordinary shares of 5 pence each in the capital of JLT

“JMH”	JMH Investments Limited

"J.P. Morgan Cazenove"	J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove

“Listing Rules”	the Listing, Prospectus and Disclosure and Transparency Rules of the FCA made pursuant to Part VI of FSMA, as revised from time to time

“Long Stop Date”	31 December 2019 or such later date as may be agreed between MMC, MMC BidCo and JLT with the consent of the Panel

“Meetings”	the Court Meeting and the JLT General Meeting




“MMC”	Marsh & McLennan Companies, Inc., incorporated in Delaware with registered number 0000062709

“MMC BidCo”	MMC Treasury Holdings (UK) Limited, incorporated in England and Wales with registered number 09787086

“MMC Group"	MMC and its Subsidiaries and associated undertakings

“Offer”	should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, the offer to be made by or on behalf of MMC BidCo to acquire the entire issued and to be issued share capital of JLT and, where the context admits, any subsequent revision, variation, extension or renewal of such offer

“Offer Document”	should the Acquisition be implemented by means of an Offer, the document to be sent to JLT Shareholders which will contain, inter alia, the terms and conditions of the Offer

“Offer Period”	the period commencing on 18 September 2018 and ending on the earlier of the date on which the Scheme becomes effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide)

“Official List”	the official list maintained by the UK Listing Authority

“Opening Position Disclosure”	an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position

“Overseas Shareholders”	Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom

“Panel”	the Panel on Takeovers and Mergers

“PRA”	the Prudential Regulatory Authority

“Registrar of Companies”	the Registrar of Companies in England and Wales

“Restricted Jurisdiction”	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to JLT Shareholders in that jurisdiction



“Scheme”	the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between JLT and Scheme Shareholders to implement the Acquisition

“Scheme Court Hearing”	the hearing of the Court to sanction the Scheme under section 899 of the Companies Act 2006

“Scheme Court Order”	the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006

“Scheme Document”	the document to be dispatched to JLT Shareholders including the particulars required by section 897 of the Companies Act 2006

“Scheme Record Time”	the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately after the date of the Scheme Court Hearing, or such other date or time as MMC BidCo and JLT may agree

“Scheme Shareholder”	holders of Scheme Shares

“Scheme Shares”	1. the JLT Shares in issue at the date of the Scheme Document; 2. any JLT Shares issued after the date of the Scheme Document and prior to the Voting Record Time; and 3. any JLT Shares issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme, in each case excluding shares held in treasury and any shares beneficially owned by MMC BidCo or any other member of the MMC Group

“significant interest”	means a direct or indirect interest in twenty per cent. or more of the equity share capital (as defined in the Companies Act 2006) of the relevant undertaking

“Simon Robertson Associates”	Simon Robertson Associates LLP

“Subsidiary”	has the meaning given in section 1159 of the Companies Act 2006

“subsidiary undertaking”	has the meaning given in Section 1162 of the Companies Act 2006

“UK” or “United Kingdom”	the United Kingdom of Great Britain and Northern Ireland




“UK Listing Authority”	the FCA as the authority for listing in the United Kingdom

“US” or “United States”	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

“Voting Record Time”	a date and time to be specified in the Scheme Document, which is expected to be 6.00 p.m. on the day two days prior to the Court Meeting or any adjournment thereof (as the case may be)

“Wider JLT Group”	JLT and its subsidiary undertakings, associated undertakings and other undertakings in which JLT and/or such undertakings (aggregating their interests) have a significant interest

“Wider MMC Group”	MMC and its subsidiary undertakings, associated undertakings and other undertakings in which MMC and/or such undertakings (aggregating their interests) have a significant interest

Exhibit 2.2

EXECUTION VERSION

18 September 2018

MARSH & MCLENNAN COMPANIES, INC.

and

MMC TREASURY HOLDINGS (UK) LIMITED

and

JARDINE LLOYD THOMPSON GROUP PLC

_________________________________

CO-OPERATION AGREEMENT

_________________________________

Slaughter and May
One Bunhill Row
London
EC1Y 8YY
(SJC/RJZS/NLZC)

554689876

Contents

Page

1. INTERPRETATION 1

2. ANNOUNCEMENT 10

3. STRUCTURE OF THE ACQUISITION 10

4. UNDERTAKINGS IN RELATION TO SATISFACTION OF THE MERGER CONDITIONS 11

5. UNDERTAKINGS IN RELATION TO SATISFACTION OF THE REGULATORY CONDITIONS 14

6. SCHEME DOCUMENT 16

7. IMPLEMENTATION OF THE SCHEME 16

8. EMPLOYEE RELATED MATTERS 17

9. DIRECTORS' AND OFFICERS' INSURANCE 17

10. CONDUCT OF BUSINESS 18

11. CODE AND LISTING RULES 18

12. TERMINATION 18

13. REPRESENTATIONS AND WARRANTIES 20

14. NOTICES 21

15. REMEDIES AND WAIVERS 22

16. VARIATION 22

17. INVALIDITY 22

18. ENTIRE AGREEMENT 23

19. LANGUAGE 23

20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 23

21. ASSIGNMENT 23

210168/11084

22. COSTS AND EXPENSES 24

23. FURTHER ASSURANCE 24

24. COUNTERPARTS 24

25. APPLICABLE LAW AND JURISDICTION 24

SCHEDULE 1 ANNOUNCEMENT 25

SCHEDULE 2 EMPLOYEE RELATED MATTERS 26

210168/11084

THIS AGREEMENT is made on 18 September 2018

PARTIES:


(1)	MARSH & MCLENNAN COMPANIES, INC., a Delaware corporation having its principal executive office at 1166 Avenue of the Americas, New York, New York 10036-2774 (" MMC ");


(2)	MMC TREASURY HOLDINGS (UK) LIMITED, a company incorporated in England and Wales with company number 09787086 and whose registered office is at 1 Tower Place West, Tower Place, London, EC3R 5BU (" MMC BidCo ");

AND


(3)	JARDINE LLOYD THOMPSON GROUP PLC, a public limited company incorporated in England and Wales with company number 01679424 and whose registered office is at The St Botolph Building, 138 Houndsditch, London, EC3A 7AW (" JLT "),

together referred to as the " parties " and each as a " party " to this Agreement.

RECITALS :


(A)	MMC BidCo, a wholly owned subsidiary of MMC, intends to announce a firm intention to make a recommended offer for the entire issued and to be issued ordinary share capital of JLT (excluding any shares held in treasury or already held by it) (the “ Acquisition ”), on the terms and subject to the conditions set out in the Announcement (as defined below).


(B)	The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (as defined below) (the “ Scheme ”), provided that MMC reserves the right, as set out in (and subject to the terms and conditions of) the Announcement and this Agreement, to procure that MMC BidCo elects to implement the Acquisition by way of a takeover offer.


(C)	The parties have agreed to take certain steps to effect the completion of the Acquisition and wish to enter into this Agreement to record their respective obligations relating to such matters.

IT IS AGREED as follows:

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1.	INTERPRETATION


1.1	In this Agreement each of the following words and expressions shall have the following meanings:



“Acceptance Condition”	means the acceptance condition to any Offer;
“Acquisition”	has the meaning given in Recital (A);
“Acquisition Consideration”	has the meaning given in the Announcement;
“Agreed Switch”	has the meaning given in Clause 3.1(A);
“Agreement”	means this agreement, together with its schedules;
“Announcement”	means the announcement in the agreed form set out in Schedule 1;
“Business Day”	means a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London;
“Clearances”	means all approvals, consents, clearances, permissions, confirmations, comfort letters and waivers that may need to be obtained, all filings that may need to be made and waiting periods that may need to have expired or been terminated early, from or under any of the laws, regulations or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient in connection with the Acquisition;
“Code”	means the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel;
“Companies Act”	means the Companies Act 2006;

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“Competing Proposal”	means: (i) an offer (including a partial, exchange or tender offer), merger, acquisition, dual-listed structure, scheme of arrangement, reverse takeover and/or business merger (or the announcement of a firm intention to do the same), the purpose of which is to acquire, directly or indirectly, 30 per cent. or more of the issued or to be issued ordinary share capital of JLT (when aggregated with the shares already held by the acquirer and any person acting or deemed to be acting in concert with the acquirer) or any arrangements or series of arrangements which results in any party acquiring, consolidating or increasing ‘control’ (as defined in the Code) of JLT; or (ii) the acquisition or disposal, directly or indirectly, of all or a significant proportion (being 25 per cent. or more) of the business, assets and/or undertakings of the JLT Group calculated by reference to any of its revenue, profits or value taken as a whole, in each case which is not effected by MMC BidCo (or any member of the MMC Group) or at MMC BidCo’s direction or with MMC BidCo’s written agreement, whether implemented in a single transaction or a series of transactions and whether conditional or otherwise;

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“Conditions”	means: (i)for so long as the Acquisition is being implemented by means of the Scheme, the terms and conditions to the implementation of the Scheme as set out in Part A of Appendix 1 to the Announcement, as may be amended by MMC BidCo with the Panel’s and JLT's consent; and (ii)for so long as the Acquisition is being implemented by means of an Offer, the terms and conditions referred to in (i) above, as amended by replacing the Scheme Condition with the Acceptance Condition and as may be further amended by MMC BidCo with the agreement of the Panel and JLT, and “ Condition ” shall be construed accordingly;
“Confidentiality Agreement”	means the confidentiality agreement between MMC and JLT dated 13 September 2018;
“Court”	means the High Court of Justice in England and Wales;
“Court Meeting”	means the meeting of the holders of the JLT Shares in issue on the date of the Scheme Document or issued after the date of despatch of the Scheme Document but prior to the Voting Record Time (excluding any JLT Shares held beneficially by any member of the MMC Group or held in treasury) (and any adjournment thereof) or of any class or classes thereof to be convened pursuant to section 896 of the Companies Act for the purpose of considering, and if thought fit approving (with or without modification), the Scheme;
“Deed Poll”	means the deed poll entered into by JLT in respect of retention and reward arrangements for qualifying JLT employees dated 7 September 2018;

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“Effective Date”	means the date upon which either: (i)the Scheme becomes effective in accordance with its terms; or (ii)if the Acquisition is implemented by means of the Offer, the date on which the Offer becomes or is declared unconditional in all respects;
“Employees”	means the employees (including the executive directors) of the JLT Group;
“JLT Board”	means the board of directors of JLT from time to time;
“JLT Directors”	means the directors of JLT from time to time;
“JLT General Meeting”	means the general meeting of the JLT Shareholders (and any adjournment thereof) to be convened in connection with the Acquisition, for the purposes of considering, and if thought fit approving, the JLT Resolutions;
“JLT Group”	means JLT and its subsidiaries and subsidiary undertakings from time to time and “ member of the JLT Group ” shall be construed accordingly;
“JLT Resolutions”	means such shareholder resolutions of JLT as are necessary to approve, implement and effect the Scheme, including a resolution to amend the articles of association of JLT;
“JLT Shareholders”	means holders of JLT Shares;
“JLT Shares”	means the ordinary shares in the capital of JLT from time to time;
“JLT Share Plans”	means the JLT Long-Term Incentive Plan 2013, the JLT Performance Share Plan 2014 and the JLT Deferred Bonus Share Plan 2017;
“JLT Transaction Committee”	means the committee formed for the purpose of considering the Acquisition, and consisting of the non-executive JLT Directors;
“JLT Transaction Committee Recommendation”	means the unanimous and unconditional recommendation from the JLT Transaction Committee to the JLT Shareholders to vote in favour of the JLT Resolutions, or, if MMC BidCo proceeds by way of the Offer (subject to the terms of Clause 3), to accept the Offer, as the case may be;
“JMH”	means JMH Investments Ltd;
“Joint Defence Agreement”	means the joint defence agreement entered into between JLT and MMC in relation to the Acquisition dated 12 September 2018;
“Listing Rules”	means the rules and regulations made by the Financial Conduct Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority’s publication of the same name;
“Long Stop Date”	means 31 December 2019;

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“Merger Conditions”	means the Conditions set out in paragraph 3 of Part A of Appendix 1 to the Announcement;
“MMC BidCo Directors”	means the directors of MMC BidCo from time to time;
“MMC Directors”	means the directors of MMC from time to time;
“MMC Group”	means MMC, its subsidiaries and subsidiary undertakings (including MMC BidCo), any holding company of MMC from time to time and all other subsidiaries and subsidiary undertakings of any such holding company from time to time and " member of the MMC Group " shall be construed accordingly;
“Offer”	means, if MMC BidCo elects to effect the Acquisition by means of a takeover offer (in accordance with Clause 3), the offer to be made by or on behalf of MMC BidCo to acquire the entire issued and to be issued ordinary share capital of JLT including, where the context so requires, any subsequent revision, variation, extension or renewal thereof;
“Offer Document”	means, if MMC BidCo elects to effect the Acquisition by means of the Offer (in accordance with Clause 3), the offer document to be sent to JLT Shareholders in connection with the Offer which will contain, inter alia , the terms and conditions of the Offer;
“Panel”	means the UK Panel on Takeovers and Mergers;
“Permitted Dividend”	means the interim dividend of 12.7 pence per JLT Share that has been announced by JLT for the period ending on 30 June 2018;
“Proceedings”	means any proceedings, suit or action arising out of or in connection with this Agreement, whether contractual or non-contractual;
“Regulatory Conditions”	means the Conditions set out in paragraphs 4, 5, and 6 (so far as, in the case of paragraphs 5 and 6, the relevant “Third Party” under those Conditions is a Relevant Regulatory Authority) of Part A of Appendix 1 to the Announcement;
“Regulatory Information Service”	means a regulatory information service as defined in the Listing Rules;
“Relevant Antitrust Authority”	means any national or supranational authority acting in its capacity as an antitrust or merger control authority;
“Relevant Authority”	means a Relevant Antitrust Authority or a Relevant Regulatory Authority;

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“Relevant Regulatory Authority”	means any central bank, ministry, governmental, quasi‑governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel and the Financial Conduct Authority and excluding, for the avoidance of doubt, any Relevant Antitrust Authority;
“Remedies”	means any disposals, conditions, obligations, terms or undertakings that are offered and/or required in order to obtain Clearance from any Relevant Antitrust Authority;
“Sanction Hearing”	means the court hearing (and any adjournment thereof) to sanction the Scheme pursuant to section 899 of the Companies Act, at which the Scheme Order is expected to be granted;
“Scheme”	has the meaning given in Recital (B);
“Scheme Condition”	means those conditions referred to in paragraphs 1 and 2 of Part A of Appendix 1 to the Announcement;
“Scheme Document”	means the document addressed to JLT Shareholders containing, inter alia , the Scheme and the notices of the JLT General Meeting and the Court Meeting, including (as the context requires) any supplementary scheme document;
“Scheme Order”	means the order of the Court to sanction the Scheme pursuant to section 899 of the Companies Act;
“Service Document”	means a claim form, application notice, order, judgment or other document relating to any Proceedings;
“Switch”	has the meaning given to it in Clause 3.1;
“UK Listing Authority”	means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;
“Voting Record Time”	has the meaning given in the Announcement; and
“Working Hours”	means 9.30 a.m. to 5.30 p.m. on a Business Day.


1.2	In this Agreement, except where the context otherwise requires:


(A)	the expressions " subsidiary ", " subsidiary undertaking " and " holding company " shall have the meanings given in the Companies Act;


(B)	the expressions " acting in concert ", " control " and " offer " shall have the meanings given in the Code;

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(C)	the expression " takeover offer " shall have the meaning given in section 974 of the Companies Act;


(D)	a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re‑enacted or replaced;


(E)	words in the singular shall include the plural and vice versa;


(F)	references to one gender include other genders;


(G)	a reference to a " person " shall include a reference to an individual, an individual's executors or administrators, a partnership, a firm, a body corporate, an unincorporated association, government, state or agency of a state, local or municipal authority or government body, a joint venture or association (in any case, whether or not having separate legal personality);


(H)	references to a " company " shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;


(I)	a reference to a Recital, Clause, paragraph or Schedule (other than to a schedule to a statutory provision) shall be a reference to a Recital, Clause, or paragraph of or Schedule to (as the case may be) this Agreement;


(J)	references to times are to London time;


(K)	any reference to a " day " (including within the phrase " Business Day ") shall mean a period of 24 hours running from midnight to midnight;


(L)	references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates the English legal term in that jurisdiction;


(M)	references to " writing " shall include any modes of reproducing words in any legible form and shall include email except where otherwise expressly stated;


(N)	a reference to " includes " or " including " shall mean " includes without limitation " or " including without limitation " respectively;

(O)

(i) the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word "other" shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and

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(i)	general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;


(P)	a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented at any time; and


(Q)	references to this Agreement include this Agreement as amended or supplemented in accordance with its terms.


1.3	The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


1.4	The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedules.


2.	ANNOUNCEMENT

2.1

The obligations of the parties under this Agreement, other than this Clause 2.1 and Clauses 13 to 25 shall be conditional on the release of the Announcement via a Regulatory Information Service at or before 8:00 a.m. on the date of this Agreement, or such other time and date as the parties may agree (and, where required by the Code, approved by the Panel). This Clause 2.1 and Clauses 13 to 25 shall take effect upon execution of this Agreement.


2.2	The principal terms of the Acquisition shall be as set out in the Announcement, together with such other terms as may be agreed by the parties in writing (save in the case of an improvement to the terms of the Acquisition, which will be at the absolute discretion of MMC and MMC BidCo) and, where required by the Code, approved by the Panel.


2.3	The terms of the Acquisition at the date of posting of the Scheme Document shall be set out in the Scheme Document. Should MMC and MMC BidCo elect to implement the Acquisition by way of an Offer in accordance with Clause 3, the terms of the Acquisition shall be set out in the announcement of the switch to the Offer and in the Offer Document.


3.	STRUCTURE OF THE ACQUISITION


3.1	The parties currently intend to implement the Acquisition by way of the Scheme. However, MMC and MMC BidCo shall be entitled, subject to the consent of the Panel, to implement the Acquisition by way of an Offer rather than the Scheme (a " Switch ") only if:


(A)	JLT provides its prior written consent (an " Agreed Switch "), in which case Clause 3.2 shall apply;


(B)	a third party announces a Competing Proposal, in which case a Switch may occur only if (or once) the JLT General Meeting has occurred or the date falling two months after the date of this Agreement has passed (whichever is sooner);

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(C)	the JLT Transaction Committee withdraws the JLT Transaction Committee Recommendation; or


(D)	any person becomes interested in securities of JLT equivalent to 15 per cent or more of the entire issued share capital of JLT, in which case a Switch may occur only if (or once) the JLT General Meeting has occurred or the date falling two months after the date of this Agreement has passed (whichever is sooner).


3.2	In the event of an Agreed Switch, unless otherwise agreed with JLT or required by the Panel, the parties agree that:


(A)	the Acceptance Condition shall be set at 75 per cent of the JLT Shares to which the Offer relates (or such lesser percentage as MMC decides after (to the extent necessary) consultation with the Panel, being in any case more than 50 per cent of the JLT Shares to which the Offer relates);


(B)	MMC BidCo shall not take any action which could cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document and MMC BidCo shall ensure that the Offer remains open for acceptances until such time;

(C)

MMC BidCo shall ensure that the Offer is made on the same terms as those set out in the Announcement and the only conditions of the Offer shall be the Conditions (subject to replacing the Scheme Condition with the Acceptance Condition referred to in Clause 3.2(A)) (unless the parties agree otherwise in writing or with any modification or amendments to such terms and Conditions as may be required by the Panel); and

(D)

MMC BidCo shall keep JLT informed, on a regular and confidential basis, and in any event by no later than the Business Day following receipt of a written request from JLT, of the number of holders of JLT Shares that have validly accepted the Offer or withdrawn their acceptance of the Offer, or incorrectly submitted their acceptance or withdrawal, the identity of such shareholders and the number of JLT Shares held by such shareholders.


3.3	In the event of an Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis , save as set out in this Clause 3.


4.	UNDERTAKINGS IN RELATION TO SATISFACTION OF THE MERGER CONDITIONS

4.1

To the extent that Clearances are required to be obtained from any Relevant Antitrust Authority, MMC will take all steps necessary to obtain such Clearances as soon as reasonably possible after the date of this Agreement (and in any event within the Phase 1 period of European Commission review and no later than the Long Stop Date) by (at MMC’s sole cost) offering all such Remedies as may be necessary, and accepting and implementing any Remedies that may be required by a Relevant Antitrust Authority, for that purpose. MMC shall not permit to be taken and procure that no member of the MMC Group or any of its advisors or representatives shall take or permit to be taken any action that could reasonably be expected to adversely affect or materially delay the obtaining of the relevant Clearances in accordance with this Clause 4.1.


4.2	JLT will also use its reasonable endeavours to procure that the Clearances that are required to be obtained from any Relevant Antitrust Authority are obtained as soon as is reasonably possible after the date of this Agreement in accordance with Clause 4.1 (and in any event no later than the Long Stop Date).

4.3

MMC will (or will procure that MMC BidCo will) and/or, as may be required by applicable law, JLT will submit to any Relevant Antitrust Authority jointly or separately (as appropriate) any merger filings or notifications in draft or final form (as applicable) which may be necessary or desirable to obtain the Clearances from any such Relevant Antitrust Authority as soon as reasonably possible after the date of this Agreement. In the case of joint notifications, MMC BidCo and JLT will, acting reasonably, agree on the form of the notification within a reasonable time prior to submission.


4.4	MMC and JLT will promptly provide each other with such information and assistance as may reasonably be required for:


(A)	MMC (and/or a member of the MMC Group) to determine in which jurisdictions any merger control, regulatory or other filing, notification or submission with a Relevant Antitrust Authority may be necessary for the purposes of obtaining the Clearances;


(B)	MMC (and/or a member of the MMC Group) and/or, as may be required by applicable law, JLT to submit any merger filings, notifications or any related submissions (including responses to requests for information) to the Relevant Antitrust Authorities (including draft versions) as may be necessary or appropriate for the purposes of obtaining the Clearances; and


(C)	the identification, structuring and preparation of any Remedies.

4.5

MMC and JLT will ensure that all information necessary for performing those actions referred to in Clause 4.4 and that is in the possession of, or reasonably obtainable by, such party (including from third parties through the exercise of contractual rights) is supplied accurately and as promptly as reasonably practicable, it being acknowledged that a party shall not be in breach of this Clause 4.5 as a consequence of any inaccuracies in any information originating from a third party.

4.6

MMC and JLT will promptly provide such co-operation as is reasonably required by the other in connection with the preparation of any merger filings or notifications pursuant to Clause 4.3 and in relation to the preparation of any other submissions (including responses to requests for information), material correspondence or material communications as may need to be made to the Relevant Antitrust Authorities (including at pre-notification stage).


4.7	MMC and JLT will (and will procure that their respective advisers will) disclose to one another all material correspondence received from the Relevant Antitrust Authorities in connection with the approval of the Acquisition.

4.8

MMC and JLT will provide, or procure the provision of, draft copies of all filings, submissions, material correspondence and material communications intended to be sent to any Relevant Antitrust Authority in relation to obtaining the Clearances (including at pre-notification stage) to the other party and its legal advisers at such time as will allow the receiving party a reasonable opportunity to provide comments on such filings, submissions, correspondence and communications before they are submitted or sent and each party shall provide the other party with copies of all such filings, submissions, material correspondence and material communications in the form finally submitted or sent.


4.9	Each party will have regard in good faith to comments made in a timely manner by the other party on draft copies of filings, submissions, material correspondence and material communications provided pursuant to Clause 4.8 and shall provide such supporting documentation as the other party reasonably requires.

4.10

Each of MMC and JLT will give the other reasonable prior notice of any meetings or material calls with any Relevant Antitrust Authority or other persons or bodies relating to any Clearances (including at pre-notification stage) and shall allow advisers nominated by the other: (i) to attend any such meetings or calls (unless prohibited by the Relevant Antitrust Authority, applicable law or other person or body); and (ii) to make reasonable oral submissions at such meetings or calls (provided that such oral submissions have been discussed in advance).


4.11	MMC and JLT will keep each other informed promptly of developments which are material and reasonably likely to be material to the obtaining of any Clearances from any Relevant Antitrust Authority.

4.12

MMC will discuss with JLT and take into account JLT’s views on the strategy to be pursued for obtaining the Clearances including (i) timing and sequencing regarding the discussion, offer or agreement of Remedies (if any are required) with the Relevant Antitrust Authorities, including whether any such Remedies should be offered during pre-notification discussions and (ii) the determination of any Remedies (if any are required) discussed with, offered to or agreed with the Relevant Antitrust Authorities.


4.13	MMC and JLT will discuss and, acting reasonably, agree a strategy for minimising the prospect of adverse reaction to the Acquisition from competitors and customers or any other source.


4.14	All co-operation under this Clause 4 will be conducted in a manner reasonably designed to preserve applicable lawyer/client and lawyer work product privileges and to limit the exchange of any competitively/commercially sensitive information to outside counsel or pursuant to an appropriately established clean team arrangement.


4.15	MMC and JLT shall not withdraw a filing, submission or notification made to any Relevant Antitrust Authority pursuant to Clause 4.3 without the prior consent of the other (such consent not to be unreasonably withheld, conditioned or delayed).


4.16	Each party shall bear its own costs in relation to all filings, notifications or submissions, except that MMC shall bear the filing fees in relation to such filings, notifications or submissions.


4.17	For the purposes of this Clause 4, obligations imposed on MMC apply also to all relevant members of the MMC Group.


5.	UNDERTAKINGS IN RELATION TO SATISFACTION OF THE REGULATORY CONDITIONS


5.1	With respect to the Clearances that are required for the satisfaction of the Regulatory Conditions, MMC will use reasonable best endeavours to procure that the relevant Regulatory Conditions are fulfilled as soon as reasonably possible after the date of this Agreement (and in any event no later than the Long Stop Date).


5.2	JLT will also use reasonable best endeavours to obtain the Clearances required for the satisfaction of the Regulatory Conditions as soon as reasonably possible after the date of this Agreement (and in any event no later than the Long Stop Date).

5.3

MMC will (or will procure that MMC BidCo will) and/or, as may be required by applicable law, JLT will submit any filings, notifications or submissions which may be necessary or appropriate to obtain the Clearances required for the satisfaction of the Regulatory Conditions to the Relevant Regulatory Authorities jointly or separately (as appropriate) as soon as reasonably possible after the date of this Agreement and in any event within any relevant time limit. In the case of joint filings, notifications and submissions, MMC and JLT will, acting reasonably, agree on the form of the filing, notification or submission within a reasonable time prior to submission.


5.4	MMC and JLT will promptly provide each other with such information and assistance as may reasonably be required for:


(A)	MMC (and/or a member of the MMC Group) to determine in which jurisdictions any filing, notification or submission with a Relevant Regulatory Authority may be necessary or appropriate for the purposes of obtaining the Clearances required for the satisfaction of the Regulatory Conditions; and


(B)	MMC (and/or a member of the MMC Group) and/or, as may be required by applicable law, JLT to submit any filings, notifications or submissions (including responses to requests for information) to the Relevant Regulatory Authorities (including draft versions) as may be necessary or appropriate for the purposes of obtaining the Clearances required for the satisfaction of the Regulatory Conditions.


5.5	MMC and JLT will ensure that all information necessary for performing those actions referred to in Clause 5.4 and that is in the possession of such party is supplied accurately and as promptly as reasonably practicable, it being acknowledged that a party shall not be in breach of this Clause 5.5 as a consequence of any inaccuracies in any information originating from a third party.

5.6

MMC and JLT will promptly provide such co-operation as is reasonably required by the other in connection with the preparation of any filings, notifications or submissions pursuant to Clause 5.3 and in relation to the preparation of any other submissions (including responses to requests for information), material correspondence or material communications as may need to be made to the Relevant Regulatory Authorities (including at pre-notification stage).


5.7	MMC and JLT will (and will procure that their respective advisers will) disclose to one another all material correspondence received from the Relevant Regulatory Authorities in connection with the approval of the Acquisition.

5.8

MMC and JLT will provide, or procure the provision of, draft copies of all filings, notifications, submissions, material correspondence and material communications intended to be sent to any Relevant Regulatory Authority in relation to obtaining the Clearances required for the satisfaction of the Regulatory Conditions (including at pre-notification stage) to the other party and its legal advisers at such time as will allow the receiving party a reasonable opportunity to provide comments on such filings, notifications, submissions, correspondence and communications before they are submitted or sent and each party shall provide the other party with copies of all such filings, notifications, submissions, material correspondence and material communications in the form finally submitted or sent.


5.9	Each party will take into account comments made in a timely manner by the other party on draft copies of filings, submissions, material correspondence and material communications provided pursuant to Clause 5.8 and shall provide such supporting documentation as the other party reasonably requires.

5.10

Each of MMC and JLT will give the other reasonable prior notice of any meetings or material calls with any Relevant Regulatory Authority relating to any Clearances required for the satisfaction of the Regulatory Conditions (including at pre-notification stage) and shall allow advisers nominated by the other: (i) to attend any such meetings or calls (unless prohibited by the Relevant Regulatory Authority, applicable law or other person or body); and (ii) to make reasonable oral submissions at such meetings or calls (provided that such oral submissions have been discussed in advance).


5.11	MMC and JLT will keep each other informed promptly of developments which are material and reasonably likely to be material to the obtaining of any Clearances from any Relevant Regulatory Authority.

5.12

All co-operation under this Clause 5 will be conducted in a manner reasonably designed to preserve applicable lawyer/client and lawyer work product privileges and to limit the exchange of any competitively/commercially sensitive information to outside counsel or pursuant to an appropriately established clean team arrangement. Notwithstanding anything to the contrary in this Agreement, no disclosure is required under this Agreement where: (i) such disclosure is prohibited by applicable law and/or the terms of any contract existing at the date of this Agreement; and/or (ii) the information relates to the MMC Group’s valuation of JLT.


5.13	MMC BidCo and JLT shall not withdraw a filing, submission or notification made to any Relevant Regulatory Authority pursuant to Clause 5.3 without the prior consent of the other (such consent not to be unreasonably withheld, conditioned or delayed).


5.14	Each party shall bear its own costs in relation to all filings, notifications or submissions, except that MMC BidCo shall bear the filing fees in relation to such filings, notifications or submissions.


5.15	For the purposes of this Clause 5, obligations imposed on MMC BidCo apply also to all relevant members of the MMC Group.


6.	SCHEME DOCUMENT

6.1

MMC BidCo agrees to provide promptly to JLT all such information about itself, the MMC BidCo Directors, the MMC Directors and the MMC Group (including any information required by the Code or under other applicable law, including in relation to the intentions of the MMC Group) as may be reasonably requested and which is reasonably required for the purpose of inclusion in the Scheme Document (having regard to the Code and other applicable law) and to promptly provide all other assistance and access which may be reasonably required for the preparation of the Scheme Document and any other document required by applicable law or under the Code to be published in connection with the Scheme, including access to, and ensuring that reasonable assistance is provided by, its professional advisers.

6.2

MMC BidCo shall procure that its directors and the MMC Directors accept responsibility, in the terms required in the Code, in the Scheme Document and any other document required by applicable law or under the Code to be published in connection with the Scheme for all of the information relating to themselves (and members of their close relatives (as defined in the Code), related trusts and companies and persons connected with them), the MMC Group, MMC BidCo's concert parties, the financing of the Acquisition, information on MMC BidCo's future plans for the JLT Group and its management and employees, and any statements of the opinion, belief, intention or expectation of MMC BidCo, the MMC BidCo Directors or the MMC Directors in relation to the Acquisition or the enlarged MMC Group following the completion of the Acquisition and any other information in the Scheme Document for which they are, under the Code, required to accept responsibility.


7.	IMPLEMENTATION OF THE SCHEME


7.1	Where the Acquisition is being implemented by way of the Scheme, MMC BidCo undertakes that before the Sanction Hearing, it shall deliver a notice in writing to JLT either:


(A)	confirming the satisfaction or waiver of all Conditions (other than the Scheme Condition); or


(B)	confirming its intention to invoke one or more of the Conditions (if permitted by the Panel) and providing reasonable details of the ground on which it intends to invoke such Condition(s), which MMC BidCo reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction,

and, in circumstances where MMC BidCo confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition), MMC BidCo agrees that JLT shall be permitted to take the necessary steps to procure that the Sanction Hearing is duly held as soon as reasonably practicable thereafter.

7.2

If the Acquisition is being implemented by way of the Scheme, and to the extent that all Conditions (other than the Condition set out in paragraph 2(C) of Part A of Appendix 1 to the Announcement) have been satisfied or waived prior to or on the date of the Sanction Hearing, MMC BidCo shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to MMC BidCo to the extent that all the Conditions have been satisfied or waived prior to or on the date of the Sanction Hearing.


7.3	If MMC BidCo becomes aware of any fact, matter or circumstance that it reasonably considers would allow any of the Conditions to be invoked (applying the test set out in Rule 13.5 of the Code and the Panel would permit it to so invoke), MMC BidCo (subject to any restriction under applicable law) shall inform JLT promptly.


8.	EMPLOYEE RELATED MATTERS


8.1	The parties agree that the provisions of Schedule 2 with respect to certain employee-related matters shall be implemented in accordance with that Schedule.

8.2

The parties agree that if the Acquisition is implemented by way of the Scheme, the timetable for its implementation shall be fixed so as to enable options and awards under the relevant JLT Share Plans which provide for exercise and/or vesting upon the sanction of the Scheme by the Court to be exercised or vest in sufficient time to enable the resulting JLT Shares to be bound by the Scheme on the same terms as the JLT Shares held by JLT Shareholders.

8.3

On and from the Effective Date, the MMC Group undertakes not to take any action which would prevent or restrict JLT from complying with its obligations under the Deed Poll (subject to the conditions set out therein being satisfied), and agrees that the JLT Directors comprising the JLT Transaction Committee shall remain on the JLT Board until any allocations described in the Deed Poll have been determined and paid.


9.	DIRECTORS' AND OFFICERS' INSURANCE

9.1

To the extent permitted by applicable law, for six years after the Effective Date, MMC shall procure that the members of the JLT Group honour and fulfil their respective obligations (if any) existing as at the date of this Agreement to indemnify their respective current directors and officers and to advance expenses, and provide all reasonable assistance to the current JLT Directors and officers to the extent they need to make a claim against the existing JLT directors' and officers' insurance policy (including an associated run off cover), in each case with respect to matters existing or occurring at or prior to the Effective Date.

9.2

MMC acknowledges that JLT may purchase a reasonable level of directors' and officers' liability insurance cover for both current and former directors and officers of the JLT Group, including directors and officers who retire or whose employment is terminated as a result of the Acquisition, for acts and omissions up to and including the Effective Date, in the form of runoff cover for a period of six years following the Effective Date and such insurance cover shall be with reputable insurers and provide cover, in terms of amount and breadth, at least as much as that provided under the JLT Group's directors' and officers' liability insurance as at the date of this Agreement.


10.	CONDUCT OF BUSINESS

If on or after the date of the Announcement, any dividend (other than the Permitted Dividend) or other distribution is authorised, declared, paid or made or becomes payable by JLT, MMC BidCo will have the right to reduce the Acquisition Consideration by the aggregate amount of such dividend or distribution, in which case the relevant eligible JLT Shareholders will be entitled to receive and retain such dividend and/or distribution.


11.	CODE AND LISTING RULES


11.1	Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms.


11.2	Nothing in this Agreement shall oblige JLT to take any action which the Panel determines would not be permitted by Rule 21.2 of the Code.


11.3	Without prejudice to the warranties given by the parties pursuant to Clause 13, nothing in this Agreement shall be taken to restrict the directors of any member of the MMC Group or the JLT Group from complying with all applicable law, orders of court or regulations, including the Code, the Listing Rules and the rules and regulations of the Panel.


12.	TERMINATION


12.1	Subject to Clauses 12.2 and 12.3, this Agreement shall terminate and all rights and obligations of MMC and JLT under this Agreement shall cease:


(A)	if agreed in writing between the parties;


(B)	if the Announcement is not released by 8.00 a.m. on the date of this Agreement (unless, prior to that time, the parties have agreed another time in accordance with Clause 2.1);

(C)

upon service of written notice by MMC to JLT prior to the Long Stop Date, if the JLT Transaction Committee withdraws or adversely modifies or qualifies the JLT Transaction Committee Recommendation (it being understood that the issue of any holding statement(s) issued to JLT Shareholders following a change of circumstances (so long as any such holding statement (i) contains an express statement that the JLT Transaction Committee Recommendation is not withdrawn or adversely modified and (ii) does not contain a statement that the JLT Transaction Committee intends to withdraw or adversely modify the JLT Transaction Committee Recommendation) shall not constitute a withdrawal of the JLT Transaction Committee Recommendation for purposes of this Clause);


(D)	upon service of written notice by MMC to JLT or JLT to MMC prior to the Long Stop Date, if: (i) a Competing Proposal is recommended by the JLT Board or the JLT Transaction Committee; or (ii) a Competing Proposal completes, becomes effective or is declared or becomes unconditional in all respects;


(E)	upon service of written notice by MMC to JLT or JLT to MMC prior to the Long Stop Date stating that:


(i)	any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date and notwithstanding that MMC BidCo has the right to waive such Condition, it will not do so; or


(ii)	any Condition (other than the Merger Conditions) which is incapable of waiver has become incapable of satisfaction by the Long Stop Date,

in each case in circumstances where the invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction as appropriate) is permitted by the Panel;


(F)	where the Acquisition is being implemented by the Scheme, upon service of written notice by MMC to JLT:


(i)	if the Court Meeting is not held on or before the 22 ^nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required));


(ii)	if the JLT General Meeting is not held on or before the 22 ^nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)); or


(iii)	if the Sanction Hearing is not held on or before the 22 ^nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required));

(G)

if the Acquisition (whether implemented by way of the Scheme or the Offer) lapses, terminates or is withdrawn in accordance with its terms and, where required, with the permission of the Panel (other than (i) where such lapse or withdrawal is as a result of the exercise of MMC BidCo's right to effect a switch from the Scheme to the Offer under Clause 3.1; or (ii) it is otherwise to be followed within five Business Days (or such other period as JLT and MMC may agree) by an announcement under Rule 2.7 of the Code made by MMC BidCo or any person acting in concert with MMC BidCo (or deemed to be acting in concert with MMC BidCo to implement the Acquisition by a different offer or scheme on substantially the same or improved terms);


(H)	upon service of written notice from MMC to JLT or from JLT to MMC, if the Scheme is not approved by the JLT Shareholders at the Court Meeting and/or the JLT General Meeting or the Court refuses to sanction the Scheme; or


(I)	unless otherwise agreed by the parties in writing, if the Effective Date has not occurred on or before the Long Stop Date.


12.2	Termination of this Agreement shall be without prejudice to the rights of the parties which have arisen prior to termination, including any claim in respect of a breach of this Agreement.


12.3	The following provisions shall survive termination of this Agreement: Clauses 11 to 22 and 24 to 25, this Clause 12 and all related provisions of Clause 1.


13.	REPRESENTATIONS AND WARRANTIES


13.1	Each party represents to the other party on the date of this Agreement that:


(A)	it has the requisite power and authority to enter into and perform its obligations under this Agreement;


(B)	this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and


(C)	the execution and delivery of, and performance of its obligations under, this Agreement will not:


(i)	result in any breach of any provision of its constitutional documents;


(ii)	result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or


(iii)	result in a breach of any order, judgment, or decree of any court or governmental agency to which it is a party or by which it is bound.


13.2	MMC BidCo represents and warrants to JLT that: it is not aware of any circumstances which would prevent any of the Conditions from being satisfied.


14.	NOTICES


14.1	A notice under this Agreement shall only be effective if it is in writing.


14.2	Notices under this Agreement shall be sent to a party by hand delivery or reputable international courier or by email at its physical address or email address respectively, and shall be marked for the attention of the individual set out below:



Party and title of individual	Address	Email address
MMC BidCo
Peter J. Beshar, Executive Vice President and General Counsel	1166 Avenue of the Americas, New York, New York 10036	Peter.Beshar@mmc.com
MMC
Peter J. Beshar, Executive Vice President and General Counsel	1166 Avenue of the Americas, New York, New York 10036	Peter.Beshar@mmc.com
JLT
Derek Walsh, General Counsel	The St Botolph Building, 138 Houndsditch, London EC3A 7AW	derek_walsh@jltgroup.com

provided that a party may change its notice details on giving notice to the other party of the change in accordance with this Clause 14.2 and Clause 14.1. That notice shall only be effective on the date falling one Business Day after the notification has been received or such later date as may be specified in the notice.


14.3	Any notice given under this Agreement shall, in the absence of earlier receipt, be deemed to have been duly given:


(A)	if delivered personally, on delivery;


(B)	if sent by first class inland post, two clear Business Days after the date of posting;


(C)	if sent by airmail, six clear Business Days after the date of posting; or


(D)	if sent by email, when sent.


14.4	Any notice given under this Agreement outside Working Hours in the place to which it is addressed shall be deemed not to have been given until the start of the next period of Working Hours in such place.


14.5	The provisions of this Clause shall not apply in relation to the service of Service Documents.


15.	REMEDIES AND WAIVERS


15.1	No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall:


(A)	affect that right, power or remedy; or


(B)	operate as a waiver of it.


15.2	The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.


15.3	The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

15.4

Without prejudice to any other rights and remedies which either party may have, each party acknowledges and agrees that damages would not be an adequate remedy for any breach by either party of the provisions of this Agreement and either party shall be entitled to seek the remedies of injunction, specific performance and other equitable remedies (and neither of the parties shall contest the appropriateness or availability thereof), for any threatened or actual breach of any such provision of this Agreement by either party and no proof or special damages shall be necessary for the enforcement by either party of the rights under this Agreement.


16.	VARIATION

No variation of this Agreement shall be valid unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each of the parties.


17.	INVALIDITY


17.1	The parties agree that, if the Panel determines that any provision of this Agreement that requires JLT to take or not take action, is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.


17.2	If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction or is not permitted by Rule 21.2 of the Code and disregarded under Clause 17.1, that shall not affect or impair:


(A)	the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or


(B)	the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement,

and, if such provision would be valid and enforceable if deleted in whole or in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.


18.	ENTIRE AGREEMENT

18.1

Save for the Confidentiality Agreement and the Joint Defence Agreement (each of which remains in force) and any other agreements the parties agree in writing are deemed to be included in this Clause 18, this Agreement constitutes the whole and only agreement between the parties relating to the Acquisition and supersedes any previous agreement whether written or oral between the parties in relation to the Acquisition.


18.2	Except in the case of fraud, each party acknowledges that in entering into this Agreement it is not relying upon any pre-contractual statement that is not set out in this Agreement.


18.3	Except in the case of fraud, no party shall have any right of action (including those in tort or arising under statute) against the other party arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Agreement.


18.4	For the purposes of this Clause, "pre-contractual statement" means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement made or given by any person at any time before the date of this Agreement.


19.	LANGUAGE

Each notice or other communication under or in connection with this Agreement shall be in English.


20.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

The parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement.


21.	ASSIGNMENT

No party shall be entitled to assign, transfer or create any trust in respect of the benefit or burden of any provision of this Agreement without the prior written consent of the other party.


22.	COSTS AND EXPENSES

Save as expressly provided otherwise, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and any matter contemplated by it.


23.	FURTHER ASSURANCE

Each party shall, and shall use reasonable endeavours to procure that any relevant third party shall, do and execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be required to give effect to this Agreement.


24.	COUNTERPARTS


24.1	This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.


24.2	Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

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25.	APPLICABLE LAW AND JURISDICTION


25.1	This Agreement is to be governed by and construed in accordance with English law. Any matter, claim or dispute arising out of or in connection with this Agreement, whether contractual or non-contractual, is to be governed by and determined in accordance with English law.


25.2	The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any matter, claim or dispute arising out of or in connection with this Agreement, whether contractual or non-contractual.

IN WITNESS of which the parties have executed this Agreement on the date first mentioned above.

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SCHEDULE 1
ANNOUNCEMENT

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SCHEDULE 2
EMPLOYEE RELATED MATTERS

MMC and JLT agree that the following arrangements will, subject to the Scheme becoming effective in accordance with its terms, apply to the JLT Share Plans and Employees.

In the event that the Acquisition is effected as an Offer, references to the date on which the Scheme is sanctioned by the court (“ Court Sanction Date” ) and the Effective Date will be read as if they referred to the date on which the Offer becomes or is declared unconditional in all respects.

PART 1
JLT SHARE PLANS

Provisions of general application

MMC acknowledges that, before the Effective Date, JLT may operate the JLT Share Plans in accordance with the rules of the relevant plan and consistent with normal JLT practice, particularly in relation to the value of awards granted. For the avoidance of doubt, this includes (without limitation): granting awards, determining the extent to which awards vest and satisfying the vesting of awards and exercise of options.


2.	MMC and JLT agree that:


2.1	the Scheme will apply to any JLT Shares acquired by participants in the JLT Share Plans prior to the Scheme Voting Record Time;


2.2	JLT may amend the rules of the JLT Share Plans if the JLT Directors are of the opinion that such amendments are necessary or desirable to implement the Scheme, facilitate the administration of the JLT Share Plans or obtain or maintain favourable tax treatment for participants or for JLT. However before doing so they will consult with MMC and take into account any representations made by MMC;

2.3

MMC and JLT shall co-operate to write to participants in the JLT Share Plans to inform them of the impact of the Scheme on their outstanding options and awards under the JLT Share Plans (“ Awards ”) and the extent to which their Awards will vest and become exercisable as a result of the Scheme. These communications will be agreed between MMC and JLT before they are sent to participants on the date that the Scheme Document is posted; and

2.4

JLT Shareholder approval will be sought for an amendment to the articles of association of JLT so that any JLT Shares issued or transferred after the Effective Date will be automatically transferred to, or to the order of, MMC in exchange for the provision by MMC of the same consideration payable per JLT Share under the Scheme (or such other consideration as may be agreed between MMC and JLT and disclosed in the Scheme Document).

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JLT Share Plans


3.	MMC acknowledges that outstanding Awards which would not otherwise have vested before the Scheme will (as a consequence of the Scheme and in accordance with the rules of the relevant JLT Share Plan) vest as follows:


3.1	in the case of Awards granted before the Announcement, in full on the Court Sanction Date; and


3.2	in the case of Awards granted on or after the Announcement, on the Court Sanction Date but time pro rated to reflect the period from the grant date to the Court Sanction Date as a proportion of the normal vesting period.

Employee Benefit Trust


4.	As at the date of this Agreement, the JLT Employee Benefit Trust (“ Trust” ) holds approximately £957,223 in cash (“ Cash Amount ”) and 6,758,668 JLT Shares.


5.	MMC and JLT agree that the trustee of the Trust will be requested to use the JLT Shares that it holds to satisfy outstanding Awards as far as possible.


6.	To the extent there are insufficient JLT Shares in the Trust to satisfy outstanding Awards, JLT will request the trustee to use the Cash Amount to the extent necessary to subscribe for new JLT Shares or purchase existing JLT Shares to satisfy outstanding Awards.

PART 2
EMPLOYEES

Ordinary course of business arrangements


1.	MMC acknowledges and agrees that JLT will carry out annual (or other periodic) pay reviews and appraisals, promotion rounds and bonus determinations in the ordinary course of business.

Annual bonus


2.	MMC acknowledges that :


2.1	bonus determinations for any JLT financial year completed before the Effective Date will be undertaken by JLT and determined and paid by JLT in accordance with JLT's remuneration policy and consistent with normal JLT practice with payment being made on the normal bonus payment date;


2.2	for the JLT financial year in which the Effective Date occurs:

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2.2.1	bonus determinations for the period up to the Effective Date will be undertaken by JLT and determined and paid by JLT in accordance with JLT's remuneration policy and consistent with normal JLT practice with payment being made on the normal bonus payment date; and


2.2.2	bonus determinations for the period from the Effective Date to the end of the JLT financial year in which the Effective Date occurs will be undertaken by MMC;


2.3	any bonuses for the period up to the Effective Date which would otherwise be delivered in whole or in part in JLT Shares shall be paid entirely in cash; and


2.4	for financial years starting after the JLT financial year in which the Effective Date occurs, Employees will be eligible to participate in bonus arrangements operated by MMC in accordance with MMC’s remuneration policy and consistent with normal MMC practice.

Severance arrangements


3.	MMC acknowledges and agrees that where any Employee is served with (or serves) notice of a Qualifying Termination (as defined in Clause 4 below) within the period of twelve months from the Effective Date, the Employee will:


3.1	receive any bonus entitlement calculated on a pro-rata basis to the date of termination or, if required by law or any applicable JLT Redundancy Policy, to the date upon which notice would have expired in the absence of a payment in lieu of notice;


3.2	in respect of any outstanding awards under any JLT Share Plan, be treated as a good leaver (or any similar or equivalent concept);


3.3	receive a reasonable and appropriate contribution to their legal fees consistent with JLT practice if required to sign a settlement agreement on termination of employment; and


3.4	where provided for by a JLT Redundancy Policy which applies to the Employee, receive outplacement counselling.


4.	In this Schedule, a “ Qualifying Termination ” is:


4.1	any termination of employment by reason of redundancy;


4.2	a termination by reason of the Employee’s resignation in circumstances reasonably judged to amount to constructive dismissal; or

4.3

a termination by reason of the Employee’s resignation where, without the Employee’s express written consent: (a) the Employee’s role and/or reporting level and/or status has been materially diminished; or (b) there is a material reduction in the Employee’s total compensation opportunity; or (c) an Employee's normal place of work is moved more than 25 miles from their previous place of work. In the event of any dispute about whether (a) or (b) applies to a particular Employee, the decision shall be referred to Dominic Burke.

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5.	In this Schedule, a “ JLT Redundancy Policy” is any policy or established JLT practice in existence at the date of this Agreement and/or any policy or arrangement agreed between MMC and JLT from time to time.

Retention bonuses


6.	MMC acknowledges that, for the purpose of protecting the business to be acquired pursuant to the Scheme, JLT has agreed to make cash retention awards to Employees whose retention is considered critical for the business up to a maximum in aggregate of £75 million, such awards being funded in part by JMH.

Reward bonuses


7.	MMC acknowledges that JLT may make cash awards to Employees in recognition of value creation, length of service and/or seniority of those individuals up to a maximum in aggregate of £25 million, such awards being funded by JMH.

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EXECUTED by )

acting for and on behalf of )

MARSH & McLENNAN COMPANIES, INC ) /s/ Mark C. McGivney

EXECUTED by )

acting for and on behalf of )

MMC TREASURY HOLDINGS (UK) LIMITED ) /s/ Karen Farrell

EXECUTED by )

acting for and on behalf of )

JARDINE LLOYD THOMPSON GROUP PLC ) /s/ Geoffrey Howe

Exhibit 10.1
EXECUTION VERSION

DEED OF IRREVOCABLE UNDERTAKING - SHAREHOLDER


To:	Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas,

New York, New York 10036-2774

AND

MMC Treasury Holdings (UK) Limited (the “ Offeror ”)
1 Tower Place West

Tower Place

London

EC3R 5BU

AND

Jardine Lloyd Thompson Group plc (the " Company ")
The St Botolph Building

138 Houndsditch

London

EC3A 7AW

18 September 2018

Dear Sirs -

Offer for Jardine Lloyd Thompson Group plc

We understand that the Offeror is considering the Acquisition substantially on the terms and conditions set out or referred to in a draft of the announcement announcing the Acquisition to be issued by the Offeror pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the “ Code ”) (the “ Announcement ”), and/or on such other terms and conditions as may be required by the Code and/or the requirements of the Financial Conduct Authority acting in its capacity as the UK Listing Authority (the “ UKLA ”) and the London Stock Exchange plc (the “ London Stock Exchange ”) or any other relevant securities exchange and/or as are customarily included in offers made under the Code.

All references in this undertaking to the “ Acquisition ” shall:

(i)

mean the proposed acquisition by or on behalf of the Offeror or any of its subsidiaries of the shares in the Company in accordance with the Announcement (at a price of £19.15 in cash per share, subject to the terms and conditions of the Announcement), which acquisition may be by way of takeover offer (within the meaning of section 974 of the Companies Act 2006) (referred to in this undertaking as the “ Offer ”) or a scheme of arrangement (under Part 26 of the Companies Act 2006) (referred to in this undertaking as the “ Scheme ”) and, if made by or on behalf of a subsidiary, all references to the “ Offeror ” shall be deemed to include that subsidiary; and


(ii)	include any revision or variation in the terms of any acquisition as referred to in paragraph (i) above which represents, in the reasonable opinion of MMC’s financial advisers no diminution in the value of the Offer or Scheme (as the case may be) to the shareholders of the Company.

This undertaking sets out the terms and conditions on which we will, if the Acquisition is implemented by way of a Scheme, vote in favour of the Scheme or, if the Acquisition is implemented by way of an Offer, accept the Offer.


1.	Warranties and undertakings

We irrevocably and unconditionally undertake, represent and warrant to the Offeror that:

(i)

we are the beneficial owner of (or are otherwise able to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of), and/or are the registered holder of, the number of ordinary shares of 5p each in the capital of the Company set out in Schedule 1 to this undertaking (the “ Shares ”, which expression shall include any other shares in the Company issued after the date hereof and attributable to or derived from such shares);


(ii)	we are not (and none of our affiliates are) interested in any shares or other securities of the Company other than those of which details are set out in Schedule 1 to this undertaking;


(iii)	we are able to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption, and any other third party rights and interests of any nature;


(iv)	we shall not prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing:

(a)


(b)	(other than pursuant to the Acquisition) enter into any agreement or arrangement or permit any agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise:


(I)	in relation to, or operating by reference to, shares or other securities of the Company; or


(II)	to do all or any of the acts referred to in paragraph 1(iv)(a) above; or


(III)	which would or might preclude us from complying with our obligations under paragraphs 2 or 3 ,

and references in this paragraph 1(iv) to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not subject to any conditions or which is to take effect upon or following the Acquisition closing (or, if applicable, becoming effective) or lapsing or upon or following this undertaking ceasing to be binding or upon or following any other event;


(v)	prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing, we shall not, without the consent of the Offeror, convene or requisition, or join in convening or requisitioning, any general or class meeting of the Company;


(vi)	prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing and with the exception of the Shares, we will not acquire any shares or other securities of the Company (or any interest therein) unless any such shares, securities or interests that are acquired by us are included in the expression “ Shares ” for the purposes of this undertaking; and


(vii)	we have full power and authority and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this undertaking in accordance with their terms.


2.	Scheme

Subject to your announcing by 5.00 p.m. (London time) on 18 September 2018 (or such later date as the Company and the Offeror may agree) a firm intention to make an offer to the shareholders of the Company pursuant to rule 2.7 of the Code in order to implement the Acquisition, we irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to the Offeror that:

(i)

we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote in favour of any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) (“ General Meeting ”) or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) (“ Court Meeting ”) which is necessary to implement the Acquisition;

(ii)

we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote against any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any General Meeting or any Court Meeting which is reasonably likely to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party);


(iii)	we shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph 2(i) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror’s instructions;


(iv)	for the purpose of voting on any resolution referred to under paragraph 2(i) and (ii) above, we shall, if required by the Offeror, execute any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the relevant meetings;

(v)

without prejudice to paragraph 2 (iv) , and in the absence of any such requirement by the Offeror, we shall after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the “ Scheme Document ”) (and without prejudice to any right we have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document; and


(vi)	we shall not revoke the terms of any proxy executed or returned in accordance with paragraphs 2(iv) and (v), either in writing or by attendance at any General Meeting or Court Meeting or otherwise.


3.	Offer

(i)

upon the Offer being made, we will be able to accept or, where applicable, procure the acceptance of the Offer in respect of the Shares and to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer becomes unconditional in all respects;

(ii)

we shall as soon as possible and in any event within seven days after the posting of the formal document containing the Offer (the “ Offer Document ”) (or, in respect of any shares allotted to us after the posting of the Offer Document, within seven days of such allotment) duly accept or procure acceptance of the Offer in accordance with its terms in respect of the Shares and, in respect of any Shares held in certificated form, shall forward the relevant share certificate(s) to the Offeror or its nominated representative (or a form of indemnity acceptable to the directors of the Company in respect of any lost certificate(s)) at the time of acceptance and, in respect of any Shares held in uncertificated form, shall take any action which may be set out in the Offer Document to effect the acceptance of the Offer and transfer to you of the Shares;


(iii)	notwithstanding that the terms of the Offer Document will confer rights of withdrawal on accepting shareholders, we shall not withdraw any acceptance of the Offer in respect of the Shares or any of them and shall procure that no rights to withdraw any acceptance in respect of such Shares are exercised;

(iv)

the Shares shall be acquired by the Offeror on the Acquisition closing free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer becomes unconditional in all respects; and

(v)

on your reasonable request, we shall promptly supply you with all information at our disposal required by you in connection with the Offer in order for you to comply with the Code and the rules and requirements of the UKLA, the London Stock Exchange, the Panel on Takeovers and Mergers, the Companies Act 2006 and any legal or regulatory requirements and promptly notify you in writing of any material change in the accuracy or import of any information previously supplied to you by us.


4.	Miscellaneous

(i)

The obligations and provisions set out in this undertaking apply equally to the persons from whom we are to procure votes in respect of the Shares in favour of the resolutions to implement the Acquisition pursuant to paragraph 2(i) above or acceptance of the Offer pursuant to the terms of paragraph 3(i) above (as the case may be) and we shall procure the observance by such persons of the terms hereof as if they were each specifically a party hereto.

(ii)

We consent to the issue of an announcement incorporating references to us and to this undertaking substantially in the terms set out in the Announcement. We understand that, if the Acquisition proceeds, this undertaking will be made available for inspection during the offer period (as defined in the Code) and that particulars of it will be contained in the Scheme Document or the Offer Document (as the case may be). We undertake to provide you, on your reasonable request, with all such further information in relation to our interest and that of any person connected with us as you may require in order to comply with the rules and requirements of the UKLA, the London Stock Exchange, the Panel on Takeovers and Mergers and the Companies Act 2006 and any other legal or regulatory requirements for inclusion in the Scheme Document or the Offer Document (as the case may be), or any other document required in connection with the Acquisition.


(iii)	This undertaking shall not oblige the Offeror to announce or proceed with the Acquisition but shall cease to have any effect:


(a)	if the Offeror shall not have announced a firm intention to proceed with the Acquisition pursuant to rule 2.7 of the Code by 5.00 p.m. (London time) on 18 September 2018 (or such later date as the Company and the Offeror may agree);

(b)

if the Scheme Document or Offer Document (as the case may be) has not been posted within 28 days of the issue of the Announcement (or within such longer period as the Offeror, with the consent of the Panel on Takeovers and Mergers, determines), provided that if the Acquisition was initially being implemented by way of a Scheme and the Offeror elects to exercise its right to implement the Acquisition by way of an Offer, or vice versa, the time period in this paragraph (b) shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require);

(c)

on the earlier of (I) the Long Stop Date (as defined in the Announcement); or (II) the date on which the Acquisition (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms, provided that this paragraph 4(iii)(c) (II) shall not apply where the Acquisition is withdrawn or lapses as a result of the Offeror exercising its right to implement the Acquisition by way of an Offer in accordance with the Code rather than by way of a Scheme or vice versa; or


(d)	the Offeror announces, with the consent of the Panel on Takeovers and Mergers, and before the Offer Document or Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Offer or Scheme (as applicable) is announced by the Offeror in accordance with rule 2.7 of the Code.


(iv)	Save to the extent that disclosure is required to comply with any applicable law or regulation, we shall keep secret the possibility, terms and conditions of the Acquisition and the existence and terms of this undertaking until the Announcement is released. The obligations in this paragraph 4(iv) shall survive termination of this undertaking.

(v)

We understand that the information you have given us in relation to the Acquisition must be kept confidential until the Announcement is released or the information has otherwise become generally available. To the extent any of the information is inside information for the purposes of the Criminal Justice Act 1993 or the EU’s Market Abuse Regulation No 596/2014, we will comply with the applicable restrictions contained therein on dealing in securities and disclosing inside information.


(vi)	Any time, date or period mentioned in this undertaking may be extended by mutual agreement but as regards any time, date or period originally fixed or extended, time shall be of the essence.


(vii)	We agree that, if we fail to comply with any of the undertakings contained herein, damages may not be an adequate remedy and accordingly the Offeror may be entitled to the remedies of specific performance, injunction or other equitable relief.

(viii)

This undertaking shall be governed by and construed in accordance with English law. Any matter, claim or dispute, whether contractual or non-contractual, arising out of or in connection with this undertaking is to be governed by and determined in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts. We irrevocably submit and agree to submit to the jurisdiction of the courts of England. We hereby waive (and agree not to raise) any objection on the ground of forum non conveniens , or on any other ground, to the jurisdiction of the courts of England.

554666910

We intend this undertaking to be a deed and execute and deliver it as a deed.

Signed as a deed by )

JMH INVESTMENTS LIMITED )

acting by any director ) /s/ Adam Keswick, Director
in the presence of: )

/s/ Fiona Birrell____________ Signature of the witness

Fiona Birrell _______________ Name of the witness

Vistra Corporate Services Centre,

Wickhams Cay II, Road Town,

Tortola VG1110, British Virgin

Islands Address of the witness

Personal Assistant _______________ Occupation of the witness

Schedule 1
The Shares

Ordinary Shares

* Registered holder: JMH INVESTMENTS LIMITED

* Beneficial owner: JMH INVESTMENTS LIMITED

Number of shares: 87,974,158

Exhibit 10.2

FORM OF DEED OF IRREVOCABLE UNDERTAKING - DIRECTOR


To:	Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas,

New York, New York 10036-2774

AND

MMC Treasury Holdings (UK) Limited (the “ Offeror ”)
1 Tower Place West

Tower Place

London

EC3R 5BU

AND

Jardine Lloyd Thompson Group plc (the " Company ")
The St Botolph Building

138 Houndsditch

London

EC3A 7AW

___________ 2018

Dear Sirs -

Offer for Jardine Lloyd Thompson Group plc

I understand that the Offeror is considering the Acquisition substantially on the terms and conditions set out or referred to in a draft of the announcement announcing the Acquisition to be issued by the Offeror pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the “ Code ”) (the “ Announcement ”), and/or on such other terms and conditions as may be required by the Code and/or the requirements of the Financial Conduct Authority acting in its capacity as the UK Listing Authority (the “ UKLA ”) and the London Stock Exchange plc (the “ London Stock Exchange ”) or any other relevant securities exchange and/or as are customarily included in offers made under the Code.

All references in this undertaking to the “ Acquisition ” shall:

(i)

mean the proposed acquisition by or on behalf of the Offeror or any of its subsidiaries of the shares in the Company, which acquisition may be by way of takeover offer (within the meaning of section 974 of the Companies Act 2006) (referred to in this undertaking as the “ Offer ”) or a scheme of arrangement (under Part 26 of the Companies Act 2006) (referred to in this undertaking as the “ Scheme ”) and, if made by or on behalf of a subsidiary, all references to the “ Offeror ” shall be deemed to include that subsidiary; and


(ii)	include any revision or variation in the terms of any acquisition as referred to in paragraph (i) above which represents, in the reasonable opinion of MMC’s financial advisers, no diminution in the value of the Offer or Scheme (as the case may be).

The terms of paragraphs 2 and 3 of this undertaking are conditional upon your announcing by 5.00 p.m. (London time) on 18 September 2018 (or such later date as the Company and the Offeror may agree) a firm intention to make an offer to the shareholders of the Company pursuant to rule 2.7 of the Code in order to implement the Acquisition.

This undertaking sets out the terms and conditions on which I will, if the Acquisition is implemented by way of a Scheme, vote in favour of the Scheme or, if the Acquisition is implemented by way of an Offer, accept the Offer.


1.	Warranties and undertakings

I irrevocably and unconditionally undertake, represent and warrant to the Offeror that:

(i)

I am the beneficial owner of (or am otherwise able to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of), and/or am the registered holder of, the number of ordinary shares of 5p each in the capital of the Company set out in Part A of the Schedule to this undertaking (the “ Director Shares ”, which expression shall include any other shares in the Company issued or transferred to me after the date hereof);

(ii)

my spouse is the beneficial owner of (or is otherwise able to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of), and/or is the registered holder of, the number of ordinary shares of 5p each in the capital of the Company set out in Part C of the Schedule to this undertaking (the " Spouse Shares ", which expression shall include any other shares in the Company issued or transferred to my spouse after the date hereof, and, together with the Director Shares, the " Shares ");


(iii)	I am not and my spouse is not interested in any shares or other securities of the Company other than those of which details are set out in the Schedule to this undertaking;


(iv)	(to the extent I or my spouse hold Shares) I am able to transfer the Director Shares and my spouse is able to transfer the Spouse Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption, and any other third party rights and interests of any nature;


(v)	(to the extent I or my spouse hold Shares) I shall not (and shall use reasonable endeavours to procure that my spouse shall not) without the Offeror’s consent, prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing:

(a)

sell, transfer, charge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any of such Shares or interest in such Shares except (i) under the Acquisition and (ii) the sale of Shares as may be required to cover income tax and employee national insurance contributions in respect of vesting or awards or exercise of options under the Company's share plans, or accept any offer in respect of all or any of such Shares other than the Offer or vote in favour of any scheme of arrangement in respect of the Shares other than the Scheme; or


(b)	in my capacity as a shareholder of the Company (other than pursuant to the Acquisition), enter into any agreement or arrangement or permit any agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise:


(I)	in relation to, or operating by reference to, Shares or other securities of the Company; or


(II)	to do all or any of the acts referred to in paragraph 1(v)(a) above; or


(III)	which would or might preclude me from complying with my obligations under paragraphs 2 or 3,

and references in this paragraph (v) to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not subject to any conditions or which is to take effect upon or following the Acquisition closing (or, if applicable, becoming effective) or lapsing or upon or following this undertaking ceasing to be binding or upon or following any other event;

(vi)

(to the extent I or my spouse hold Shares) prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing, I shall not, in my capacity as a shareholder of the Company (and shall use reasonable endeavours to procure that my spouse shall not), without the consent of the Offeror, convene or requisition, or join in convening or requisitioning, any general or class meeting of the Company for the purposes of voting on any resolution referred to under paragraphs 2(ii) below; and

(vii)

(to the extent I or my spouse hold Shares) prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing and with the exception of the Shares and the exercise of options and vesting of awards under any of the Company’s share plans, I will not (and will use reasonable endeavours to procure that my spouse will not) acquire any shares or other securities of the Company (or any interest therein) unless any such shares, securities or interests (including for these purposes shares arising on exercise of options) that are acquired by me or my spouse are included in the expression “ Shares ” for the purposes of this undertaking and I shall notify the Offeror immediately of any such acquisition and of any other dealing, disposal or change in the number of Director Shares and, I shall notify the Offeror immediately upon any such acquisition and of any other dealing, disposal or change in the number of Spouse Shares held by my spouse.


2.	Scheme

I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to the Offeror that:

(i)

(to the extent I or my spouse hold Shares) I shall (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote in favour of any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) (“ General Meeting ”) or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) (“ Court Meeting ”) which is necessary to implement the Acquisition;

(ii)

(to the extent I or my spouse hold Shares) I shall (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote against any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any General Meeting or any Court Meeting which is reasonably likely to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party);

(iii)

(to the extent I or my spouse hold Shares) I shall, in my capacity as a shareholder of the Company, (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (i) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror’s instructions;


(iv)	for the purpose of voting on any resolution referred to under paragraphs (i) and (ii) above, I shall (and shall use reasonable endeavours to procure that my spouse shall), if required by the Offeror, execute any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the relevant meetings;

(v)

(to the extent I or my spouse hold Shares) without prejudice to paragraph 2(iv), and in the absence of any such requirement by the Offeror, I shall (and shall use reasonable endeavours to procure that my spouse shall) after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the “ Scheme Document ”) (and without prejudice to any right I or my spouse have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within ten days after the posting of the Scheme Document; and


(vi)	(to the extent I or my spouse hold Shares) I shall not (and shall use reasonable endeavours to procure that my spouse shall not) revoke the terms of any proxy executed or returned in accordance with paragraphs 2(iv) and (v), either in writing or by attendance at any General Meeting or Court Meeting or otherwise.


3.	Offer

I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Offer, to the Offeror that:

(i)

(to the extent I or my spouse hold Shares) upon the Offer being made, I will (and will use reasonable endeavours to procure that my spouse will) be able to accept or, where applicable, procure the acceptance of the Offer in respect of the Shares and to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer becomes unconditional in all respects;

(ii)

(to the extent I or my spouse hold Shares) I shall (and shall use reasonable endeavours to procure that my spouse shall) as soon as possible and in any event within ten days after the posting of the formal document containing the Offer (the “ Offer Document ”) (or, in respect of any Shares allotted to me after the posting of the Offer Document, within ten days of such allotment) duly accept or procure acceptance of the Offer in accordance with its terms in respect of the Shares and, in respect of any Shares held in certificated form, shall forward the relevant share certificate(s) to the Offeror or its nominated representative (or a form of indemnity acceptable to the directors of the Company in respect of any lost certificate(s)) at the time of acceptance and, in respect of any Shares held in uncertificated form, shall procure that the CREST nominee is instructed to accept the Offer;

(iii)

(to the extent I or my spouse hold Shares) notwithstanding that the terms of the Offer Document will confer rights of withdrawal on accepting shareholders, I shall not (and shall use reasonable endeavours to procure that my spouse shall not) withdraw any acceptance of the Offer in respect of the Shares or any of them and shall procure that no rights to withdraw any acceptance in respect of such Shares are exercised; and

(iv)

(to the extent I or my spouse hold Shares) the Shares shall be acquired by the Offeror free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer becomes unconditional in all respects.


4.	Miscellaneous


(i)	I shall promptly notify you in writing of any change to or inaccuracy in any information supplied, or representation or warranty given, by me under this undertaking.

(ii)

I consent to the issue of an announcement incorporating references to me to this undertaking substantially in the terms set out in the Announcement. I understand that, if the Acquisition proceeds, this undertaking will be made available for inspection until the end of the offer period (as defined in the Code) and that particulars of it will be contained in the Scheme Document or the Offer Document (as the case may be).


(iii)	This undertaking shall not oblige the Offeror to announce or proceed with the Acquisition but shall cease to have any effect:


(a)	if the Offeror shall not have announced a firm intention to proceed with the Acquisition pursuant to rule 2.7 of the Code by 5.00 p.m. (London time) on 18 September 2018 (or such later date as the Company and the Offeror may agree);

(b)

(c)


(iv)	Any time, date or period mentioned in this undertaking may be extended by mutual agreement but as regards any time, date or period originally fixed or extended, time shall be of the essence.


(v)	I agree that, if I fail to comply with any of the undertakings contained herein, damages would not be an adequate remedy and accordingly the Offeror shall be entitled to seek the remedies of specific performance, injunction or other equitable relief.

(vi)

This undertaking shall be governed by and construed in accordance with English law. Any matter, claim or dispute, whether contractual or non-contractual, arising out of or in connection with this undertaking is to be governed by and determined in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts. I irrevocably submit and agree to submit to the jurisdiction of the courts of England. I hereby waive (and agree not to raise) any objection on the ground of forum non conveniens , or on any other ground, to the jurisdiction of the courts of England.

554630039

I intend this undertaking to be a deed and execute and deliver it as a deed.

Signed as a deed by )

[Signatory] ) _________________________________

in the presence of: )

_________________________ Signature of the witness

_________________________ Name of the witness

_________________________ Address of the witness

_________________________

_________________________ Occupation of the witness

Schedule
Part A: The Director Shares

Number of ordinary shares I hold beneficially:[---------------]

Part B: The Company's Share Plans

Number of ordinary shares under option/award under the Company's share plans:

LTIP: [-------------]

Deferred Bonus Share Plan: [----------------]

Number of ordinary shares held in the Company's Share Incentive Plan: [---------------]

Part C: The Spouse Shares

Number of ordinary shares my spouse holds beneficially: [-------------]

Exhibit 10.3

EXECUTION VERSION

364-DAY BRIDGE LOAN AGREEMENT

dated as of

September 18, 2018

among

MARSH & MCLENNAN COMPANIES, INC.

as the Borrower,

the Lenders from Time to Time Party Hereto

and

GOLDMAN SACHS BANK USA,

as Administrative Agent

———————————————

GOLDMAN SACHS BANK USA,

as Sole Lead Arranger and Sole Bookrunner

———————————————

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Table of Contents

Article 1 DEFINITIONS 1


Section 1.1	Definitions 1


Section 1.2	Accounting Terms and Determinations 20


Section 1.3	Other Interpretive Provisions 20

Article 2 THE CREDITS 21


Section 2.1	Advances 21


Section 2.2	Making the Advances 21


Section 2.3	[reserved] 22


Section 2.4	[reserved] 22


Section 2.5	Fees 22


Section 2.6	Mandatory Termination or Reduction of Commitments; Mandatory Prepayments 23


Section 2.7	Repayment of Advances 24


Section 2.8	Interest on Advances 24


Section 2.9	Interest Rate Determination 24


Section 2.10	[reserved] 25


Section 2.11	Voluntary Termination or Reduction of Commitments; Voluntary Prepayments 25


Section 2.12	General Provisions as to Payments 25


Section 2.13	Sharing of Payments, Etc 26


Section 2.14	Evidence of Debt 27


Section 2.15	[reserved] 27


Section 2.16	[reserved] 27


Section 2.17	[reserved] 27


Section 2.18	Funding Losses 27


Section 2.19	Defaulting Lenders 28

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Article 3 CONDITIONS 29


Section 3.1	Effective Date 29


Section 3.2	Closing Date 30


Section 3.3	Each Borrowing Date 31


Section 3.4	Actions during Certain Funds Period 32


Section 3.5	Determinations under Article 3 32

Article 4 REPRESENTATIONS AND WARRANTIES 32


Section 4.1	Corporate Existence and Power 33


Section 4.2	Corporate and Governmental Authorization; No Contravention 33


Section 4.3	Binding Effect 33


Section 4.4	Financial Information 33


Section 4.5	Litigation 33


Section 4.6	Compliance with ERISA 34


Section 4.7	Taxes 34


Section 4.8	Subsidiaries 34


Section 4.9	Regulatory Restrictions on Borrowing 34


Section 4.10	Full Disclosure 34


Section 4.11	Use of Credit; Investment Company Act 34


Section 4.12	Anti-Corruption Laws and Sanctions 35


Section 4.13	Acquisition Documents 35

Article 5 COVENANTS 35


Section 5.1	Information 35


Section 5.2	Conduct of Business and Maintenance of Existence 37


Section 5.3	Compliance with Laws; Borrowing Authorization 37


Section 5.4	Financial Covenants 37


Section 5.5	Consolidations, Mergers and Sales of Assets 38

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Section 5.6	Use of Proceeds 38


Section 5.7	Negative Pledge 38


Section 5.8	Taxes, Etc 39


Section 5.9	Maintenance of Insurance 39


Section 5.10	Subsidiary Debt 39


Section 5.11	Scheme and Offer 40

Article 6 DEFAULTS 42


Section 6.1	Events of Default 42


Section 6.2	Clean-up Date 44

Article 7 THE ADMINISTRATIVE AGENT 44


Section 7.1	Authorization and Authority 44


Section 7.2	Rights as a Lender 44


Section 7.3	Duties of Administrative Agent; Exculpatory Provisions 45


Section 7.4	Reliance by Administrative Agent 46


Section 7.5	Delegation of Duties 46


Section 7.6	Resignation of Administrative Agent 46


Section 7.7	Non-Reliance on Agent and Other Lenders 47


Section 7.8	Indemnification 47


Section 7.9	Administrative Agent’s Fee 48


Section 7.10	No Other Duties, etc 48

Article 8 CHANGE IN CIRCUMSTANCES 48


Section 8.1	Basis for Determining Interest Rate Inadequate or Unfair 48


Section 8.2	Illegality 48


Section 8.3	Increased Cost and Reduced Return 49


Section 8.4	Taxes 50


Section 8.5	Replacement of Lenders 52

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Article 9 [RESERVED] 52

Article 10 MISCELLANEOUS 52


Section 10.1	Notices 52


Section 10.2	No Waivers 53


Section 10.3	Expenses; Indemnification; Damage Waiver 54


Section 10.4	[reserved] 54


Section 10.5	Amendments and Waivers 54


Section 10.6	Successors and Assigns 55


Section 10.7	Governing Law; Submission to Jurisdiction; Waiver of Venue 59


Section 10.8	Counterparts; Integration 59


Section 10.9	Waiver of Jury Trial 59


Section 10.10	Survival 59


Section 10.11	Confidentiality 59


Section 10.12	USA Patriot Act 60


Section 10.13	[reserved] 60


Section 10.14	Judgment 60


Section 10.15	Right of Set-off 61


Section 10.16	Determinations under Section 3.1 and 3.2 61


Section 10.17	No Advisory or Fiduciary Duty 61


Section 10.18	Certain ERISA Matters 62


Section 10.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions 63

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SCHEDULE I	- Pricing Schedule


SCHEDULE II	- Commitment Schedule


EXHIBIT A	- Form of Assignment and Assumption


EXHIBIT B	- Form of Notice of Borrowing


EXHIBIT C	- Form of Closing Date Officer’s Certificate


EXHIBIT D	- Form of Confidentiality and Front Running Letter


EXHIBIT E	- Form of Note

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364-DAY BRIDGE LOAN AGREEMENT (this “ Agreement ”), dated as of September 18, 2018 among MARSH & MCLENNAN COMPANIES, INC., a Delaware corporation (together with its successors, the “ Borrower ”), the Lenders from time to time party hereto and GOLDMAN SACHS BANK USA (“ GS Bank ”), as Administrative Agent hereunder.

The Borrower has requested that the Lenders make loans to it and the Lenders are willing to do so, in each case, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

Article 1

DEFINITIONS

Section 1.1 Definitions . The following terms, as used herein, have the following meanings:

“ Acceptance Condition ” means the condition with respect to the number of acceptances to the Offer which must be secured in order for the Offer to become or be declared unconditional as to acceptances.

“ Acquired Business ” means the Target, together with its Subsidiaries.

“ Acquisition ” means the acquisition by BidCo of the Target Shares pursuant to (a) a Scheme or (b) an Offer and (if applicable) a Squeeze-Out, in each case, including (i) any fees and stamp duty payable by the Borrower in connection with the acquisition and (ii) in relation to any proposal made by the Borrower pursuant to Rule 15 of the Takeover Code).

“ Acquisition Documents ” means the Scheme Documents or the Offer Documents (as the case may be).

“ Administrative Agent ” means GS Bank in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

“ Administrative Agent’s Account ” means (a) the account of the Administrative Agent maintained by the Administrative Agent at 30 Hudson Street, 36th Floor, Jersey City, NJ 07302 and (b) such other account of the Administrative Agent as is designated in writing from time to time by the Administrative Agent to the Borrower and the Lenders for such purpose.

“ Administrative Questionnaire ” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.

“ Advance ” means an advance by a Lender to the Borrower pursuant to Section 2.1 .

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of

WEIL:\96719829\13\99980.0025

the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“ Agent Parties ” has the meaning set forth in Section 10.1(d)(ii) .

“ Aggregate Commitments ” means the Commitments of all the Lenders. The initial aggregate amount of the Lenders’ Commitments is £5,200,000,000.

“ Agreement ” has the meaning set forth in the introductory paragraph hereto.

“ Alternative Offer ” has the meaning set forth in Section 5.11(a)(viii) .

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Applicable Rate ” means, the basis points (bps) per annum, which is applicable at such time with respect to Advances or Commitments, as determined by reference to the then applicable Debt Rating as set forth in the Pricing Schedule.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arranger ” means GS Bank.

“ Asset Sale ” means any sale, transfer, lease or other disposition or Casualty Event with respect to any assets of the Borrower or any of its Subsidiaries, except any Excluded Asset Sale and any sale, transfer or other disposition or Casualty Event.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6(b)(iii) ), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“ Availability Period ” means the period starting on the Closing Date and ending on the occurrence of a Mandatory Cancellation Event.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

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“ BidCo ” means Madison Treasury Holdings (UK) Limited, a wholly-owned Subsidiary of the Borrower.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States, and any Governmental Authority succeeding to any of its principal functions.

“ Borrower ” has the meaning set forth in the introductory paragraph hereto.

“ Borrower Entities ” has the meaning set forth in Section 10.17(a) .

“ Borrowing ” means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.1 .

“ Borrowing Date ” means the date of any Borrowing.

“ Borrowing Minimum ” means £5,000,000.

“ Borrowing Multiple ” means £1,000,000.

“ Business Day ” means (a) any day other than a Saturday, Sunday or other day on which commercial banks in New York City or London are authorized to close under the Laws of, or are in fact closed and (b) if such day relates to a Borrowing of, a payment or prepayment of principal of or interest on, a continuation of, or the Interest Period for, an Advance, or to a notice by the Borrower with respect to any such Borrowing, payment, prepayment, continuation or Interest Period, that is also a day on which dealings in Sterling deposits are carried out in the London interbank market.

“ Casualty Event ” means any loss, damage, destruction or condemnation of any asset of the Borrower or any of its Subsidiaries.

“ Certain Funds Covenant ” means (with respect to the Borrower and BidCo only and not, for the avoidance of doubt, in respect of any obligation on any other Subsidiary of the Borrower, the Target or any Subsidiary of the Target to take, or refrain from taking, any action) any covenant under any of Sections 5.2(a) , 5.5 , 5.6 , 5.7 , and 5.11 (excluding clauses (a)(iv) , (a)(v) , (a)(vii) and (a)(ix) ).

“ Certain Funds Event of Default ” means (with respect to the Borrower and BidCo only and not, for the avoidance of doubt, in respect of any obligation on any other Subsidiary of the Borrower, the Target or any Subsidiary of the Target to take, or refrain from taking, any action) any Event of Default under any of Sections 6.1(a) (insofar as it relates to the payment of principal, interest or other fees under the Loan Documents), 6.1(b) (insofar as it relates to a breach of any Certain Funds Covenant), 6.1(c) (insofar as it relates to a breach of any Certain Funds Covenant), 6.1(d) (insofar as it relates to a breach of any Certain Funds Representation), 6.1(g) , 6.1(h) (but excluding, in relation to involuntary cases or proceedings, any Event of Default caused by a frivolous or vexatious (and in either case, lacking in merit) action, proceeding or petition in respect of which no order or decree in respect of such involuntary case or proceeding shall have been entered) and 6.1(l) .

“ Certain Funds Period ” means the period from and including the Effective Date and ending on the date on which a Mandatory Cancellation Event occurs or exists; it being understood that the Certain Funds Period will end on such date but immediately after the relevant Mandatory Cancellation Event occurs or first exists.

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“ Certain Funds Purposes ” means:

(a) where the Acquisition proceeds by way of a Scheme:


(i)	payment (directly or indirectly) of the cash consideration payable by BidCo to the holders of the Scheme Shares in consideration of such Scheme Shares being acquired by BidCo;


(ii)	payment (directly or indirectly) of the cash consideration payable to holders of options to acquire Target Shares pursuant to any proposal in respect of those options as required by the Takeover Code;


(iii)	(directly or indirectly) the Target Refinancing; and


(iv)	payment (directly or indirectly) of the fees, costs and expenses in respect of the Transactions (including stamp duty and stamp duty reserve tax); or

(b) where the Acquisition proceeds by way of an Offer:


(i)	payment (directly or indirectly) of the cash consideration payable by BidCo to the holders of the Target Shares subject to the Offer in consideration of the acquisition of such Target Shares pursuant to the Offer;


(ii)	payment (directly or indirectly) of the cash consideration payable to the holders of Target Shares pursuant to the exercise by BidCo of the Squeeze-Out Rights;


(iii)	payment (directly or indirectly) of the cash consideration payable to holders of options to acquire Target Shares pursuant to any proposal in respect of those options as required by the Takeover Code;

(iv) (directly or indirectly) the Target Refinancing; and


(v)	payment (directly or indirectly) of the fees, costs and expenses in respect of the Transactions (including stamp duty and stamp duty reserve tax).

“ Certain Funds Representation ” means (with respect to the Borrower and BidCo only and not, for the avoidance of doubt, in respect of any obligation to procure any action by any other Subsidiary of the Borrower, Target or any Subsidiary of the Target) any representation and/or warranty under any of Sections 4.1(a) (but with respect to good standing, only to the extent a breach would have a material adverse effect on the Borrower’s ability to perform and comply with its monetary obligations under this Agreement, the Notes and each other Loan Document), 4.2(a) , 4.2(c)(i) (solely with respect to material applicable laws), 4.2(c)(ii) , 4.2(c)(iii) (solely with respect to contractual restrictions contained in any agreement or instrument with respect to Debt for borrowed money of the Borrower or BidCo in an outstanding principal amount in excess of $250,000,000), the last sentence in Section 4.2 , 4.3 , 4.11 and 4.13 .

“ Clean-up Date ” has the meaning assigned to such term in Section 6.2 .

“ Closing Date ” means the first date all the conditions precedent in Section 3.2 are satisfied, or waived in accordance with Section 10.5 .

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“ Closing Date Officer’s Certificate ” means a certificate substantially in the form of Exhibit C , dated as of the Closing Date, and signed by a Responsible Officer of the Borrower, certifying that:

(a) the condition set forth in Section 3.2(d) has been satisfied;

(b) there have been no changes since the Effective Date with respect to the documents delivered or matters certified (as applicable) pursuant to Sections 3.1(d)(i) and (ii) (or otherwise providing updates to such documents or certifications); and

(c) (i) in the case of an Offer, that the Minimum Acceptance Level has been achieved and the Offer Unconditional Date has occurred; and (ii) in the case of the Scheme, that the Scheme Effective Date has occurred.

“ Commitment ” means, with respect to any Lender at any time, the amount set forth opposite such Lender’s name on the Commitment Schedule attached hereto and identified as such, as such amount may be changed as a result of an assignment pursuant to Section 10.6(b) .

“ Commitment Fees ” has the meaning assigned to such term in Section 2.5(a) .

“ Commitment Schedule ” means the Schedule attached hereto as Schedule II.

“ Communications ” has the meaning set forth in Section 10.1(d)(ii) .

“ Companies Act ” means the Companies Act 2006 of the United Kingdom, as amended.

“ Consolidated ” refers to the consolidation of accounts in accordance with generally accepted accounting principles.

“ Consolidated Adjusted EBITDA ” means, for any Measurement Period, the sum, determined on a Consolidated basis for the Borrower and its Subsidiaries, without duplication, of (a) net income (or net loss), (b) interest expense, (c) income tax expense, (d) depreciation expense, (e) amortization expense, (f) to the extent deducted in calculating net income (or net loss), charges in respect of Settlement Costs, (g) to the extent deducted in calculating net income (or net loss), the amount of any losses (and minus the amount of any gains) associated with sales of assets other than in the ordinary course of business, (h) stock option compensation expense resulting from the adoption of Financial Accounting Standards Board Statement No. 123R, (i) the amount of any increase (or minus the amount of any decrease) in pension expense (other than service costs) resulting from the application of Financial Accounting Standards Board Statement No. 87 or any successor thereto, (j) non-recurring non-cash charges (including, without limitation, in respect of intangibles and impairments, severance charges, retention costs and facilities costs), (k) to the extent deducted in calculating net income (or net loss), investment loss (and minus investment income) in respect of the Trident II portfolio of investments and (1) sublease charges associated with vacating rental properties, in each case, determined in accordance with generally accepted accounting principles for such Measurement Period. Solely for the purpose of calculating Consolidated Adjusted EBITDA under Section 5.4(a) , for any Measurement Period, if during such Measurement Period the Borrower or any Subsidiary shall have consummated a Specified Transaction (as defined below), Consolidated Adjusted EBITDA for such Measurement Period shall be calculated after giving pro forma effect thereto as if such Specified Transaction occurred on the first day of such Measurement Period. For purposes hereof, “Specified Transaction” means any transaction (including the Acquisition) or series of related transactions resulting in (a) the acquisition or disposition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition or disposition of in excess of 50% of the Equity Interests of any Person or (c) a merger

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or consolidation or any other combination with another Person (other than the Borrower or any of its Subsidiaries).

“ Consolidated Funded Debt ” means, without duplication, all Debt of the Borrower and its Subsidiaries determined on a Consolidated basis, net of cash and cash equivalents held either (i) in the United States free of Liens and rights of others or (ii) in an escrow account established by the Borrower or BidCo for purposes of funding the Acquisition.

“ Consolidated Interest Coverage Ratio ” means, for any Measurement Period, the ratio of (a) Consolidated Adjusted EBITDA to (b) interest expense determined on a Consolidated basis (other than (x) fees paid in connection with the prepayment of the Mortgage or any bonds, debentures or notes and (y) interest payable in respect of Debt incurred within a year of the maturity date of bonds, debentures or notes issued by the Borrower (“ Prefunded Debt ”) to prefund the repayment of Prefunded Debt on such maturity date, in each case under this clause (y) , for so long as the related Prefunded Debt remains outstanding), in each case, for such Measurement Period.

“ Consolidated Leverage Ratio ” means, at any date of determination, the ratio of Consolidated Funded Debt at such date to Consolidated Adjusted EBITDA for the most recently completed Measurement Period.

“ Consolidated Leverage Ratio Covenant ” has the meaning set forth in Section 5.4(a) .

“ Consolidated Net Worth ” means, as of any date of determination, for the Borrower and its Consolidated Subsidiaries, shareholders’ equity of the Borrower and its Subsidiaries on that date.

“ Consolidated Subsidiary ” means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

“ Covenant Reset Notice ” has the meaning set forth in Section 5.4(a) .

“ Covenant Reset Period ” has the meaning set forth in Section 5.4(a) .

“ Court ” means the Companies Court in the Chancery Division of the High Court of Justice of England and Wales.

“ Court Meeting ” means the meeting or meetings of Scheme Shareholders (or any adjournment thereof) to be convened at the direction of the Court for the purposes of considering and, if thought fit, approving the Scheme.

“ Court Order ” means the Order of the Court sanctioning the Scheme.

“ Debt ” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business which are classified as short-term or long-term debt in accordance with generally accepted accounting principles, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all non-contingent obligations (and, for purposes of Section 5.7 and the definitions of Material Debt and Material Financial Obligations, all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vi) all Unpaid Settlement Costs net

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of savings in taxes reasonably estimated to be realized by such Person in the future as a direct result of the deductibility of the amount thereof for tax purposes, (vii) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person and (viii) all Debt of others Guaranteed by such Person.

“ Debt Issuance ” means the borrowing, issuance or other incurrence of Debt for borrowed money (including hybrid securities and debt securities convertible into equity), in each case, by the Borrower or its Subsidiaries, except Excluded Debt.

“ Debt Rating ” has the meaning set forth in the Pricing Schedule.

“ Default ” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“ Default Rate ” means, in respect of any principal of any Advance or any other amount under this Agreement that is not paid when due (whether at stated maturity, by acceleration, by optional or mandatory prepayment or otherwise), a rate per annum during the period from and including the due date to but excluding the date on which such amount is paid in full equal to (a) the Eurocurrency Rate for a one month Interest Period, plus (b) 2% per annum plus (c) the Applicable Rate.

“ Defaulting Lender ” means, subject to Section 2.19(d) , any Lender that (a) fails to fund any portion of its Advances at a time when the conditions precedent set forth in Article 3 to make any Advance hereunder are satisfied, unless, in the case of any Advance, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) is or becomes (or whose parent company is or becomes) the subject of (i) a bankruptcy or insolvency proceeding or (ii) a Bail-In Action, (c) notifies the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied) or (d) fails, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances; provided , that such Lender shall cease to be a Defaulting Lender under this clause (d) upon receipt of such confirmation; provided , further, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any ownership interest in such lender or parent company thereof or the exercise of control over a Lender or parent company thereof by a governmental authority or instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(d) ) upon delivery of written notice of such determination to the Borrower and each Lender.

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“ Derivatives Obligations ” of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“ Disruption Event ” has the meaning assigned to such term in Section 8.1(b) .

“ Duration Fees ” has the meaning assigned to such term in Section 2.5(b) .

“ EEA Financial Institution ” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means the first date all the conditions precedent in Section 3.1 are satisfied, or waived in accordance with Section 10.5 .

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.6(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.6(b)(iii) ).

“ Environmental Laws ” means any and all Federal, state, local and foreign environmental laws, rules or regulations, and any environmental orders or decrees, in each case, as now or hereafter in effect, relating to the regulation or protection of human health, safety or the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes into the indoor or outdoor environment, including, without limitation, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other similar rights entitling the holder thereof to purchase or acquire any such equity interest.

“ Equity Issuance ” means the issuance of any Equity Interest (including equity-linked securities) of the Borrower or any of its Subsidiaries to any Person, except any Excluded Equity Issuance.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

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“ ERISA Group ” means the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Eurocurrency Lending Office ” means, with respect to any Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Eurocurrency Lending Office), or such other office, branch or affiliate of such Lender as such Lender may hereafter designate as its Eurocurrency Lending Office by notice to the Borrower and the Administrative Agent.

“ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Eurocurrency Rate ” means, for any Interest Period, an interest rate per annum equal to the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on Reuters LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Sterling at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Sterling is offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Advance to be outstanding during such Interest Period and for a period equal to such Interest Period. If the Reuters LIBOR01 Page (or any successor page) is unavailable, the Eurocurrency Rate for any Interest Period shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.9 , 8.1 and 8.2 ); provided, that, in each case, if the Eurocurrency Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Event of Default ” has the meaning set forth in Section 6.1 .

“ Exchange Rate ” means on any day, for purposes of determining the Sterling Equivalent of any other currency, the rate at which such other currency may be exchanged into Sterling at the time of determination on such day as set forth on the Reuters WRLD Page for such currency. In the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Sterling for delivery three Business Days later; provided , that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

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“ Excluded Asset Sale ” means (a) sales, transfers, leases or other dispositions in the ordinary course of business, (b) sales, transfers, leases or other dispositions among the Borrower and/or its Subsidiaries and (c) other Asset Sales having Net Cash Proceeds, which in the aggregate amount do not exceed $500,000,000.

“ Excluded Debt ” means (a) Debt between the Borrower and/or any of its Subsidiaries, (b) Debt under the Existing Credit Agreement, including any amendment, restatement, amendment and restatement, extension or replacement thereof, in an aggregate principal amount not to exceed $1,800,000,000, (c) Debt with respect to any Qualifying Committed Financing to the extent that the amount of the commitments with respect thereto have previously been applied to reduce the Commitments pursuant to Section 2.6 , (d) issuances under short-term commercial paper programs, (e) Debt (x) incurred in the ordinary course of business in respect of each of the following: trade or customer related financing, deferred purchase price programs, purchase money and equipment financings and bilateral credit lines of Subsidiaries organized under the laws of a jurisdiction outside of the United States, or (y) assumed pursuant to any acquisition and not previously incurred in contemplation thereof, (f) letters of credit and letter of credit facilities, (g) Debt incurred by the Borrower to refinance its $300,000,000 2.35% senior notes due 2019 and (h) other Debt (except other Debt incurred to finance the Transactions) in an aggregate principal amount less than $300,000,000.

“ Excluded Equity Issuance ” means Equity Issuances (a) pursuant to any employee equity compensation plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit arrangement or any non-employee director equity compensation plan or agreement or other non-employee director equity compensation arrangement or pursuant to the exercise or vesting of any employee or director stock options, restricted stock units, warrants or other equity awards, (b) securities or interests issued or transferred directly (and not constituting cash proceeds of any issuance of such securities or interests) as consideration in connection with any acquisition (excluding the Acquisition), divestiture or joint venture arrangement, (c) to or by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower, (d) of directors’ qualifying shares and (e) direct stock purchase and dividend reinvestment plans.

“ Existing Credit Agreement ” means that certain Amended and Restated Five-Year Credit Agreement, dated as of November 24, 2015, by and among the Borrower, the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto and Citibank, N.A., as administrative agent.

“ FATCA ” means (i) Sections 1471 through 1474 of the Internal Revenue Code in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and (ii) any similar law adopted by any non-United States governmental authority pursuant to an intergovernmental agreement between such non-United States jurisdiction and the United States.

“ Fee and Syndication Letter ” means the fee and syndication letter agreement, dated as of the date hereof, among the Borrower, the Arranger and the Administrative Agent.

“ Financial Advisor ” has the meaning set forth in Section 10.17(b) .

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

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“ General Meeting ” means the general meeting of the holders of Target Shares (or any adjournment thereof) to be convened in connection with the implementation of a Scheme.

“ Granting Lender ” has the meaning set forth in Section 10.6(b)(viii) .

“ GS Bank ” has the meaning set forth in the introductory paragraph hereto.

“ Guarantee ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part); provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “ Guarantee ” used as a verb has a correlative meaning.

“ Indemnitee ” has the meaning set forth in Section 10.3(b) .

“ Interest Period ” means, for each Advance, the period commencing on the date of such Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one week or one, two, three or six months, and subject to clause (c) of this definition, twelve months, as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided , however , that:

(a) the Borrower may not select any Interest Period that ends after the Maturity Date;

(b) the Borrower shall not be entitled to select an Interest Period having duration of twelve months, unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, each Lender notifies the Administrative Agent that such Lender will be providing funding for such Borrowing with such Interest Period (the failure of any Lender to so respond by such time being deemed for all purposes of this Agreement as an objection by such Lender to the requested duration of such Interest Period); provided , that, if any or all of the Lenders object to the requested duration of such Interest Period, the duration of the Interest Period for such Borrowing shall be one, two, three or six months, as specified by the Borrower in the applicable Notice of Borrowing as the desired alternative to an Interest Period of twelve months;

(c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided , however , that, in the case of an Interest Period of one month or longer, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(d) whenever the first day of any Interest Period of one month or longer occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar

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month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended, or any successor statute.

“ Lender Appointment Period ” has the meaning set forth in Section 7.6 .

“ Lenders ” means each lender listed on the signature pages hereof, and each Person that shall become a party hereto pursuant to Section 10.6 .

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ Loan Documents ” means (i) this Agreement, (ii) each Note and (iii) the Fee and Syndication Letter.

“ Long-Stop Date ” means December 31, 2019.

“ Mandatory Cancellation Event ” means the occurrence of any of the following conditions or events:

(a) where the Acquisition proceeds by way of a Scheme:

(i) a Court Meeting is held (and not adjourned or otherwise postponed) to approve the Scheme at which a vote is held to approve the Scheme, but the Scheme is not so approved by the requisite majority of the Scheme Shareholders at such Court Meeting;

(ii) a General Meeting is held (and not adjourned or otherwise postponed) to pass the Scheme Resolutions at which a vote is held on the Scheme Resolutions, but the Scheme Resolutions are not passed by the requisite majority of the shareholders of the Target at such General Meeting;

(iii) applications for the issuance of the Court Order are made to the Court (and not adjourned or otherwise postponed) but the Court (in its final judgment) refuses to grant the Court Order;

(iv) the Scheme lapses or is withdrawn with the consent of the Panel or by order of the Court;

(v) a Court Order is issued but not filed with the Registrar within ten Business Days of (a) its issuance or (b), if first required by Her Majesty’s Revenue and Customs of the United Kingdom and the Registrar, its stamping;

(vi) the date which is 15 days after the Scheme Effective Date (or, if later, the date immediately following any extension of the period for settlement of consideration provided by the Panel pursuant to the Takeover Code), unless the Closing Date has occurred on or prior thereto;

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(vii) the date which is 60 days after the Closing Date, solely in the event that the Advances may be drawn pursuant to Section 2.1(i)(y) ; or

(viii) the Long-Stop Date, unless the Closing Date has occurred on or prior thereto,

unless, in respect of clauses (i) to (vi) inclusive above, for the purpose of switching from a Scheme to an Offer, within five Business Days of such event the Borrower has notified the Administrative Agent it intends to issue, and then within ten Business Days after delivery of such notice does issue, an Offer Press Release (in which case no Mandatory Cancellation Event shall have occurred) and provided that the postponement or adjournment of any Court Meeting, General Meeting or application referred to in this paragraph (a) shall not constitute a Mandatory Cancellation Event if such Court Meeting, General Meeting or application is capable of being re-convened, re-submitted or granted on a future date;

(b) where the Acquisition proceeds by way of an Offer:

(i) such Offer lapses, terminates or is withdrawn with the consent of the Panel unless, for the purpose of switching from an Offer to a Scheme, within 5 Business Days of such event the Borrower has notified the Administrative Agent it intends to issue, and then within 10 Business Days after delivery of such notice does issue, a Scheme Press Release (in which case no Mandatory Cancellation Event shall have occurred);

(ii) the date upon which all payments made or to be made for Certain Funds Purposes have been paid in full in cleared funds;

(iii) the date falling 120 days after the Closing Date; or

(iv) the Long-Stop Date, unless the Closing Date has occurred on or prior thereto.

“ Margin Stock ” means “margin stock” within the meaning of Regulations U and X.

“ Material Debt ” means Debt (other than the Advances made hereunder) of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $100,000,000.

“ Material Financial Obligations ” means any Debt and/or Derivatives Obligation of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, the principal or face amount (with respect to Debt) or Settlement Amount (with respect to Derivatives Obligations, after giving effect to any netting arrangements) of which exceeds in the aggregate $100,000,000.

“ Material Plan ” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $50,000,000.

“ Material Subsidiary ” means at any time a Subsidiary which as of such time meets the definition of a “significant subsidiary” contained as of the date hereof in Regulation S-X of the Securities and Exchange Commission.

“ Materially Adverse Amendment ” means a modification, amendment or waiver to or of the terms or conditions (including the treatment of a condition as having been satisfied) of the Acquisition Documents compared to the terms and conditions that are included in the draft of the Press Release delivered to the Administrative Agent in accordance with Section 3.1(b) that is materially adverse to the interests of the

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Lenders (taken as a whole); it being acknowledged (except (x) to the extent paid in the form of common stock of the Borrower or (y) as otherwise agreed in writing by the Arranger) that an increase to the purchase price for the Target Shares would be materially adverse to the Lenders; provided , that any modification, amendment or waiver (including the treatment of a condition as having been satisfied) that is (i) required pursuant to the Takeover Code or by a court of competent jurisdiction or the Panel (including any refusal by the Panel to allow the invocation of a condition) or (ii) reducing the Acceptance Condition to not less than the Minimum Acceptance Level in accordance with Section 5.11(a)(ii) , in each case, shall not be a Materially Adverse Amendment.

“ Maturity Date ” means the earlier of (a) the date that is 364 days after the Closing Date (or if such date is not a Business Day, the Business Day immediately preceding such date) or (b) the date on which the maturity of the Advances is accelerated in accordance with the terms hereof.

“ Measurement Period ” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date.

“ Minimum Acceptance Level ” has the meaning set forth in Section 5.11(a)(ii) .

“ Mortgage ” means (a) the Loan Agreement, dated as of September 29, 2005, as amended by a First Amendment to Loan Agreement and Other Documents dated as of October 26, 2005, between the Real Estate Borrowers and Lehman Brothers Bank FSB, a federal savings bank, as may be further amended and supplemented from time to time, secured by the Mortgaged Property (the “ Original Mortgage ”), and (b) any other instrument of Debt secured by the Mortgaged Property or otherwise secured by the direct or indirect ownership interests of one or more of the Real Estate Borrowers and the Subsidiaries in the Mortgaged Property; provided , that (i) recourse to the Borrower and any Subsidiary (other than the Real Estate Borrowers) is limited to customary non-recourse carve-outs and environmental indemnities provided in commercial real estate financings, and (ii) the security for any such Debt is limited to the Mortgaged Property, the direct and indirect ownership interests in the Mortgaged Property and any other interest held by the Borrower and its Subsidiaries in the Mortgaged Property, including, without limitation, the Primary Leases, the Sponsor Lease and the Primary Lease Guaranty (if any), as described in the Original Mortgage. For purposes of this definition, “ Real Estate Borrowers ” means MMC Borrower LLC, Marsh USA Borrower LLC, Seabury & Smith Borrower LLC, Mercer HR Consulting Borrower LLC and Mercer MC Consulting Borrower LLC, each a Delaware limited liability company.

“ Mortgaged Property ” means all or a portion of any property located at 1166 Avenue of the Americas, New York, New York.

“ Multiemployer Plan ” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“ Net Cash Proceeds ” means:

(a) with respect to any Asset Sale, the aggregate amount of all cash (which term, for the purpose of this definition, shall include cash equivalents) proceeds (including any cash proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or otherwise, but only as and when received) actually received in respect of such Asset Sale, including property insurance or condemnation proceeds paid on account of any Casualty Event, net of (i) all reasonable attorneys’ fees, accountants’ fees, brokerage, consultant and other customary fees and commissions, title and recording tax expenses and other reasonable fees and expenses incurred in connection

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therewith, (ii) all Taxes paid or reasonably estimated to be payable as a result thereof (including taxes resulting from the repatriation of such cash proceeds from a Subsidiary organized outside of the United States), (iii) all payments made, and all installment payments required to be made, with respect to any obligation (A) that is secured by any assets subject to such Asset Sale in accordance with the terms of any Lien upon such assets or (B) that must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable laws, be repaid out of the proceeds from such Asset Sale, (iv) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, or to any other Person (other than the Borrower or any of its Subsidiaries) owning a beneficial interest in the assets disposed of in such Asset Sale, (v) the amount of any reserves established by the Borrower or any of its Subsidiaries in accordance with generally accepted accounting principles to fund purchase price or similar adjustments, indemnities or liabilities, contingent or otherwise, reasonably estimated to be payable in connection with such Asset Sale ( provided , that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (vi) any funded escrow established pursuant to the documents evidencing any such Asset Sale to secure any indemnification obligations or adjustments to the purchase price associated with any such Asset Sale ( provided , that to the extent that any amounts are released from such escrow to the Borrower or a Subsidiary, such amounts net of any related expenses shall constitute Net Cash Proceeds), (vii) the cash proceeds of any Asset Sale to the extent such proceeds are required to be used in another manner pursuant to contractual or other obligations and (viii) any cash proceeds arising from an Asset Sale by a Subsidiary organized outside of the United States to the extent that (x) the repatriation thereof would be unlawful, as reasonably determined by the Borrower or (y) material adverse tax consequences would result from the repatriation thereof; provided , further , that such Net Cash Proceeds of Asset Sales shall not include proceeds of any Asset Sale received to the extent reinvested (or committed to be reinvested) in other assets used or useful in the business of the Borrower or any of its Subsidiaries (including any investments and acquisitions) within 9 months of receipt of such proceeds or, if so committed within such period, reinvested within 3 months thereafter (or with respect to a Casualty Event, in each case, within such period as shall be reasonably required to repair, replace or reinstate the affected assets); and

(b) with respect to any Equity Issuance or Debt Issuance, the aggregate amount of all cash proceeds actually received in respect of such Equity Issuance or Debt Issuance, net of reasonable fees, expenses, costs, underwriting discounts and commissions incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof.

“ Note ” means a promissory note of the Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.14 in substantially the form of Exhibit E hereto, evidencing the aggregate Debt of the Borrower to such Lender resulting from the Advances made by such Lender.

“ Notice of Borrowing ” has the meaning set forth in Section 2.2 .

“ Offer ” means a contractual takeover offer within the meaning of Section 974 of the Companies Act made by BidCo for all of the Target Shares other than any Target Shares that at the date of the offer are already held by BidCo (as that offer may be amended in accordance with the terms of this Agreement) which, for the avoidance of doubt, is not effected by way of a Scheme.

“ Offer Documents ” means the Offer Press Release, the offer document to be sent by BidCo to the holders of Target Shares and any other material document sent by BidCo to Target Shareholders in relation to the terms and conditions of an Offer.

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“ Offer Press Release ” means the press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to make an offer for the Target which is to be implemented by way of an Offer or, as the case may be, a conversion from a Scheme to an Offer in accordance with Section 8 of Appendix 7 to the Takeover Code.

“ Offer Unconditional Date ” means the date on which the Offer becomes or is declared unconditional in all respects.

“ Other Taxes ” has the meaning set forth in Section 8.4 .

“ Panel ” means the Panel on Takeovers and Mergers in the United Kingdom.

“ Parent ” means, with respect to any Lender, any Person controlling such Lender.

“ Participant ” has the meaning set forth in Section 10.6(d) .

“ Participation Register ” has the meaning set forth in Section 10.6(d) .

“ Patriot Act ” has the meaning set forth in Section 10.12 .

“ Payment Office ” means such office of GS Bank as shall be from time to time selected by the Administrative Agent and notified by the Administrative Agent to the Borrower and the Lenders.

“ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Person ” means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“ Platform ” has the meaning set forth in Section 10.1(d)(i) .

“ Press Release ” means an Offer Press Release or a Scheme Press Release.

“ Pricing Schedule ” means the Schedule attached hereto as Schedule I.

“ Primary Currency ” has the meaning set forth in Section 10.14(b) .

“ PTE ” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Qualifying Committed Financing ” means any committed but unfunded loan facility agreement (including any amendment to an existing loan facility) for the stated purpose of financing the Acquisition

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which has conditions to availability thereunder that are no more restrictive to the borrower thereunder than the conditions precedent set forth in Section 3.2 .

“ Ratable Share ” means, with respect to any Lender at any time, the product of any amount times a fraction the numerator of which is the amount of such Lender’s Commitment and outstanding Advances at such time and the denominator of which is the aggregate amount of all Commitments and all Advances at such time.

“ Reference Banks ” means GS Bank and such other Lenders to be agreed that (i) have been approved by the Borrower to perform such role (such approval not to be unreasonably withheld) and (ii) have agreed to perform such role; provided , that if any of such banks ceases to be a Lender, such bank shall also cease to be a Reference Bank, and a successor Reference Bank shall be chosen by the Administrative Agent from the Lenders and identified as such by notice from the Administrative Agent to the Borrower and the Lenders; provided , that such designated Lender (i) has been approved by the Borrower to perform such role (such approval not to be unreasonably withheld) and (ii) has agreed to perform such role.

“ Register ” has the meaning set forth in Section 10.6(c) .

“ Registrar ” means the Registrar of Companies for England and Wales.

“ Regulations D, U and X ” means, respectively, Regulations D, U and X of the Board of Governors of the Federal Reserve System (or any successor), as in effect from time to time.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Required Lenders ” means, as of any date of determination, Lenders holding Advances representing more than 50% of the aggregate amount of Advances outstanding at such time or if no Advances are outstanding, the Lenders holding Commitments representing more than 50% of the aggregate amount of Commitments at such time; provided , that the Commitment of, and the portion of the Advances held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Sanctioned Country ” means, at any time, a country, region or territory which is the subject or target of any comprehensive territorial Sanctions (on the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or any Person in which such listed Person owns, directly or indirectly, a 50 percent or greater interest, or (b) any Person located, organized or resident in a Sanctioned Country.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“ Scheme ” means a scheme of arrangement made pursuant to Part 26 of the Companies Act between the Target and the holders of Target Shares in relation to the transfer of the entire issued share capital of the Target to BidCo as contemplated by the Scheme Circular (as such Scheme Circular may be amended in

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accordance with the terms of this Agreement). “ Scheme Circular ” means the circular to the shareholders of the Target to be issued by the Target setting out the proposals for the Scheme and containing the notices of the Court Meeting and the General Meeting.

“ Scheme Documents ” means the Scheme Press Release, the Scheme Circular and any other material document sent to the holders of Target Shares in relation to the terms and conditions of the Scheme.

“ Scheme Effective Date ” means the date on which a copy of the court order sanctioning the Scheme is duly filed on behalf of the Target with the Registrar and the Scheme becomes effective in accordance with section 899 of the Companies Act.

“ Scheme Press Release ” means the press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to make an offer which is to be implemented by means of the Scheme or, as the case may be, a conversion from an Offer to a Scheme in accordance with Section 8 of Appendix 7 to the Takeover Code.

“ Scheme Resolutions ” means the resolutions to be set out in the Scheme Circular to be considered and, if thought fit, approved at the General Meeting.

“ Scheme Shareholders ” means the registered holders of Scheme Shares at the relevant time.

“ Scheme Shares ” means the Target Shares which are subject to the Scheme in accordance with its terms.

“ Settlement ” means the settlement by the Borrower and its Subsidiaries of a Specified Claim.

“ Settlement Amount ” means, in respect of any Derivatives Obligation to which the Borrower and/or any Subsidiary is a party, the net aggregate marked-to-market (in accordance with standard industry practice) amount, if any, that would be due in respect of such Derivatives Obligation (together with all other Derivatives Obligations under the same master agreement and giving effect to any netting arrangements between the parties to such master agreement) if such Derivatives Obligation was (and such other Derivatives Obligations were) terminated because of a default by the Borrower or such Subsidiary.

“ Settlement Costs ” means all costs and obligations incurred, owing, paid or payable by the Borrower or any Subsidiary of the Borrower in connection with the settlement of any Specified Claim, including, without limitation, payment of restitution, fines and penalties, but excluding amounts payable to legal counsel or other advisors of the Borrower or any Subsidiary of the Borrower.

“ SPC ” has the meaning set forth in Section 10.6(b)(viii) .

“ SPC Register ” has the meaning set forth in Section 10.6(b)(viii) .

“ Specified Claim ” means (a) any claim, complaint, lawsuit, action, administrative or regulatory proceeding, allegation, inquiry, investigation or other matter or contingency (a “Claim”) described or referred to in Note 15 (“Claims, Lawsuits and Other Contingencies”) to the financial statements included in the Borrower’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2018 as filed with the Securities and Exchange Commission (“Note 15”) and (b) any other Claim, actual or threatened, against the Borrower or any Subsidiary that arises out of, or is based upon, related to or similar to, any Claims or facts described or referred to in Note 15.

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“ Squeeze-Out ” means, if BidCo becomes entitled to give notice under section 979 of the Companies Act, the procedure to be implemented following the date on which the Offer is declared or becomes unconditional in all respects under section 979 of the Companies Act to squeeze out all of the outstanding shares in the Target which BidCo has not acquired, contracted to acquire or in respect of which it has not received valid acceptances.

“ Squeeze-Out Notice ” means a notice issued to a holder of Target Shares by BidCo in accordance with section 979 of the Companies Act.

“ Squeeze-Out Rights ” means the rights of BidCo pursuant to sections 979 to 982 of Chapter 3 of Part 28 of the Companies Act to acquire any remaining Target Shares which are the subject of the Offer.

“ Sterling ” or “ £ ” refers to lawful money of the United Kingdom.

“ Sterling Equivalent ” means, on any date, (a) with respect to any amount in Sterling, such amount and (b) with respect to any amount in any currency other than Sterling, the equivalent in Sterling of such amount determined by the Administrative Agent using the Exchange Rate in effect three Business Days prior to the applicable date of determination.

“ Subsidiary ” means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person; unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

“ Takeover Code ” means the City Code on Takeovers and Mergers in the United Kingdom issued by the Panel from time to time.

“ Target ” means Jardine Lloyd Thompson Group plc.

“ Target Existing Credit Facilities ” means the revolving credit facility under that certain £450,000,000 Multicurrency Revolving Facility Agreement, dated as of February 6, 2015, by and among the Target, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto and Royal Bank of Scotland plc, as agent.

“ Target Private Placement Notes ” means the private placement notes of the Target outstanding on the Effective Date in a principal amount of up to £425,000,000.

“ Target Refinancing ” means (a) the repayment in full and cancellation of the Target Existing Credit Facilities, together with any fees, costs and expenses in relation thereto, (b) the repayment in full and redemption of the Target Private Placement Notes, together with any fees, costs, expenses and premia in relation thereto and (c) the release of any guarantees or liens in respect of the Debt in clauses (a) and (b) of this definition.

“ Target Shares ” means all the issued or unconditionally allotted ordinary shares in the Target and any further such shares which may be issued or unconditionally allotted pursuant to the exercise of any subscription or conversion rights, options or otherwise.

“ Taxes ” has the meaning specified in Section 8.4 .

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“ Transactions ” means (a) the making of the Advances hereunder, (b) the consummation of the Acquisition, (c) the Target Refinancing and (d) the payment of fees and expenses related thereto.

“ Unfunded Liabilities ” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“ United States ” means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions.

“ Unpaid Settlement Costs ” means Settlement Costs that have not been paid.

“ US Dollars ” and “$” means lawful money of the United States.

“ Wholly-Owned Consolidated Subsidiary ” means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by the Borrower.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2 Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided , that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant (and any related definition) in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders, respectively; provided , further , that without limitation of the foregoing, all terms of an accounting or financial nature shall be construed without giving effect to any changes to current GAAP accounting for leases of the type described in the FASB and IASB joint exposure draft published on August 17, 2010 (and updated May 16, 2013) entitled “Leases (Topic 840)” or otherwise arising out of the FASB project on lease accounting described in such exposure draft. Without limitation of the foregoing, any reference in any definitions to cash charges shall mean charges that are or are expected to be incurred or paid in cash, and any reference to non-cash charges shall mean charges that are not expected to be paid in cash at any time.

Section 1.3 Other Interpretive Provisions .

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document 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 or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) All amounts set forth in this Agreement in currencies other than Sterling shall, as the context requires, be translated into or from (as applicable) Sterling using Sterling Equivalent on the applicable date; provided , that no Default shall arise as a result of any limitation set forth in US Dollars in Sections 5.7 or 5.10 being exceeded solely as a result of changes in Exchange Rate from those rates applicable at the time or times Debt or obligations secured by Liens were initially consummated or acquired in reliance on the exceptions under such Sections.

ARTICLE 2

THE CREDITS

Section 2.1 Advances . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make an Advance to the Borrower in Sterling (i) in the event that the Acquisition is consummated pursuant to a Scheme (x) in a single draw on the Closing Date for any Certain Funds Purpose and (y) from time to time on any Business Day until the day falling 60 days from the Closing Date, to fund the Target Refinancing with respect to the Target Private Placement Notes and (ii) in the event that the Acquisition is consummated pursuant to an Offer, (x) from time to time on any Business Day during the Availability Period for any Certain Funds Purpose other than the Target Refinancing, (y) from time to time on any Business Day until the day falling 60 days from the Closing Date to fund the Target Refinancing with respect to the Target Private Placement Notes and (z) on the Closing Date, to fund the Target Refinancing with respect to the Target Existing Credit Facilities, in each case, in an aggregate amount not to exceed such Lender’s Commitment. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. Each Lender’s Commitment shall terminate immediately and without further action in accordance with the provisions of Sections 2.6 and/or 2.11 . Each Borrowing shall be in an amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof.

Section 2.2 Making the Advances.

(a) Each Borrowing shall be made on notice, given not later than 4:00 P.M. (London time) the third Business Day prior to the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, which shall be a Business Day within the Availability Period, (ii) aggregate amount of such Borrowing and (iii) initial Interest Period for such Advance, which shall, in any event comply with the requirements of the definition of “Interest Period”, subject to Section 2.9 . Each Lender shall before 11:00 A.M. (London time) on the date of such Borrowing make available for the account of its Eurocurrency Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 10.1 or at the applicable Payment Office, as the case may be.

(b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower.

(c) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the cost of funds incurred by the Administrative Agent in respect of such amount. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Section 2.3 [reserved].

Section 2.4 [reserved].

Section 2.5 Fees .

(a) Commitment Fees . The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender for such time as such Lender is a Defaulting Lender), non-refundable commitment fees (the “ Commitment Fees ”), which shall accrue at the Applicable Rate on the average daily unused amount of such Lender’s Commitment during the period commencing on the date that is 90 days following the date hereof and ending on the date of termination of the Commitments. Accrued Commitment Fees shall be payable on the Closing Date and on such other date on which the Commitments terminate.

(b) Duration Fees . The Borrower agrees to pay to the Administrative Agent for the account of each Lender, non-refundable duration fees (the “ Duration Fees ”) in amounts equal to the percentage, as determined in accordance with the grid below, of the aggregate principal amount of the Advances and Commitments of each Lender outstanding at the close of business, New York City time, on each date set forth in the grid below, payable on each such date:



Duration Fees
90 days after the Closing Date	180 days after the Closing Date	270 days after the Closing Date
0.50%	0.75%	1.00%

(c) Other Fees . The Borrower agrees to pay to the Administrative Agent, the Arranger and the Lenders the other applicable fees respectively required to be paid to them in the amounts and the times as set forth in the Fee and Syndication Letter.

(d) Payment and Computation of Fees . All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, as applicable, to the Arranger or Lenders, as applicable, entitled thereto. Fees paid shall not be refundable under any circumstances.

Section 2.6 Mandatory Termination or Reduction of Commitments; Mandatory Prepayments .

(a) Commitment Termination . Unless previously terminated, the Commitments shall automatically terminate upon the termination of the Certain Funds Period.

(b) Debt Issuances, Equity Issuances and Asset Sales . In the event that the Borrower or any of its Subsidiaries receives (including into an escrow account established by the Borrower or such Subsidiary for the purposes of funding the Acquisition) any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale then first , the undrawn Commitments shall be automatically reduced in an amount equal to 100% of the Sterling Equivalent of such Net Cash Proceeds on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds until the undrawn Commitments equal zero, and thereafter , the Borrower shall prepay the Advances in an amount equal to 100% of the Sterling Equivalent of such Net Cash Proceeds (to the extent) remaining following the reduction of the Commitments to zero, not later than three Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall (within two Business Days thereof) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice.

(c) Qualifying Committed Financing . If the Borrower or any of its Subsidiaries enters into any Qualifying Committed Financing prior to the Closing Date, then the Commitments shall be automatically reduced by the Sterling Equivalent of the committed principal amount of such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to Section 2.6(b) ). The Borrower shall notify the Administrative Agent on the date that it (or its applicable Subsidiary) enters into any Qualifying Committed Financing.

(d) Private Placement Notes . In the event that any holder of the Target Private Placement Notes unconditionally and in writing waives its rights thereunder to require the redemption thereof as a result of the Acquisition, then the Commitments shall be automatically reduced by the Sterling Equivalent of the aggregate principal amount of such Target Private Placement Notes of such holder. The Borrower shall (within two Business Days thereof) notify the Administrative Agent on the date that it becomes aware of any such waiver.

(e) Notices, Etc . Any termination or reduction of the Commitments pursuant to this Section 2.6 shall be permanent. The Administrative Agent shall promptly notify each Lender of any reduction in the Commitments pursuant to this Section 2.6 . Each prepayment or reduction of the Commitments pursuant to this Section 2.6 shall be applied to the Advances or Commitments, as applicable, of the Lenders ratably in accordance with their respective portions of the Advances or Commitments, as applicable ( provided , that such reduction of the Commitments or prepayment of the Advances, as applicable, of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; provided , further , that such Lenders shall provide the Administrative Agent with prompt notice of such allocation).

Section 2.7 Repayment of Advances . The Borrower shall repay to the Administrative Agent, for the ratable account of each Lender, on the Maturity Date the aggregate principal amount of the Advances made to it by such Lender and then outstanding.

Section 2.8 Interest on Advances .

(a) Scheduled Interest . The Borrower shall pay interest on the unpaid principal amount of each Advance made to it and owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Advance shall be paid in full.

(b) Default Interest . Notwithstanding the foregoing, the Borrower hereby promises to pay to the Administrative Agent for the account of each Lender interest at the applicable Default Rate on any principal of any Advance of such Lender, and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for account of such Lender, which shall not be paid in full when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full. Interest payable at the Default Rate shall be payable from time to time on demand.

Section 2.9 Interest Rate Determination .

(a) Each Reference Bank agrees, if requested by the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining the Eurocurrency Rate. If at any time there are more than three Reference Banks and any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining three Reference Banks. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.8(a) ; provided , that the Administrative Agent shall not disclose to the Borrower an individual Reference Bank’s reference rate or the identity of the Reference Bank providing such rate in the event a Reference Bank quote is necessary.

(b) If the Borrower shall fail to select the duration of any Interest Period for any Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 , the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, continue with an Interest Period of one month.

(c) If the Reuters LIBOR01 Page (or any successor page) is unavailable and fewer than three Reference Banks furnish timely information to the Administrative Agent for determining the Eurocurrency Rate for any Advances, after the Administrative Agent has requested such information,

(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Advances, and

(ii) the provisions of Section 8.1(a)(ii) shall apply.

Section 2.10 [reserved].

Section 2.11 Voluntary Termination or Reduction of Commitments; Voluntary Prepayments .

(a) Voluntary Prepayments . The Borrower may, upon notice not later than 10:00 a.m. (London time) at least one Business Day prior to the date of such prepayment to the Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment and, if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided , however , that (i) each partial prepayment of Advances shall be in an aggregate principal amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.18 ; provided , further , that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Ratable Share of such prepayment. Each such prepayment shall be applied to the Advances of the Lenders in accordance with their respective Ratable Share ( provided , that such prepayment of Advances of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; provided , further , that such Lenders shall provide the Administrative Agent with prompt notice of such allocation).

(b) Voluntary Termination or Reduction of Commitments . The Borrower may, upon notice not later than 10:00 a.m. (London time) at least one Business Day prior to the date of such termination or reduction, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments, in whole or in part; provided , that each partial reduction shall be in an aggregate principal amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof; provided , further , that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction. Each such reduction shall be applied to the Commitments of the Lenders in accordance with their respective Ratable Share ( provided , that such reduction of Commitments of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; provided , further , that such Lenders shall provide the Administrative Agent with prompt notice of such allocation).

Section 2.12 General Provisions as to Payments .

(a) The Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances hereunder, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon (New York time) on the day when due in Sterling to the Administrative Agent by deposit of such funds to the Administrative Agent’s Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.3 , 2.18 , 8.3 , 8.4 or 10.3 ) to the Lenders for the account of their respective Eurocurrency Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Eurocurrency Lending Office, in each case, to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein pursuant to Section 10.6(c) , from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) All computations of interest with respect to Advances shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest based on the Eurocurrency Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fees or commissions, as the case may be; provided , however, that, if such extension would cause payment of interest on or principal of Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the cost of funds incurred by the Administrative Agent in respect of such amount.

Section 2.13 Sharing of Payments, Etc . If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than (x) pursuant to Section 2.18 , 8.3 , 8.4 or 10.3 or (y) as consideration for an assignment or participation in accordance with Section 10.6 ) in excess of its Ratable Share of payments on account of the Advances, such Lender shall (i) notify the Administrative Agent of such fact and (ii) forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s Ratable Share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered; provided , further , that, so long as the Advances shall not have become due and payable pursuant to Section 6.1 , any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders that have Commitments or Advances. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.14 Evidence of Debt .

(a) Each Lender may, by notice to the Borrower and the Administrative Agent, request that its Commitments or its Advances be evidenced by a Note, in an amount equal to its Commitments or Advances, as the case may be. In such event, the Borrower, at its sole cost, shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.6 ) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). Each such Note shall be in form and substance reasonably satisfactory to the requesting Lender, the Borrower and the Administrative Agent. Each reference in this Agreement to the “Note” of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Debt of the Borrower to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Advance made hereunder and the type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to Section 2.14(b) or 2.14(c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided , that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Advances in accordance with the terms of this Agreement.

Section 2.15 [reserved]

Section 2.16 [reserved]

Section 2.17 [reserved]

Section 2.18 Funding Losses . If the Borrower makes any payment of principal with respect to any Advance (pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day of the Interest Period applicable thereto, or if the Borrower fails to borrow or prepay any Advances after notice has been given to any Lender in accordance with Section 2.2 , 2.3 or 2.10 , the Borrower shall reimburse each Lender within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Advance), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment, failure to borrow or prepay; provided , that such Lender shall have delivered to the Borrower a written request as to the amount of such loss or expense, which written request shall be conclusive in the absence of manifest error. Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount so paid, prepaid or not borrowed for the period from the date of such payment, prepayment or failure to borrow (or, in the case of a failure to borrow, the Interest Period for such Advance that would have commenced on the date specified for such Borrowing) at the applicable rate of interest for such Advance provided for herein (excluding loss of margin) over (ii) the amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the amount such Lender would have bid in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender). This Section 2.18 shall apply to amounts received by any Lender in respect of the principal portion of the purchase price of Advances that such Lender is required to assign pursuant to Section 8.5 as if such receipt were a prepayment of such Advances.

Section 2.19 Defaulting Lenders .

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments . A Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.5 .

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.15 ), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , as the Borrower may request (so long as no Certain Funds Event of Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Advances under this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . That Defaulting Lender shall be entitled to receive any Duration Fees for any period during which that Lender is a Defaulting Lender only to the extent of the Advances funded by it. Commitment Fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.5(a) . Any Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time, and no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(b) No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19 , performance by the Borrower of their obligations shall not be excused or otherwise modified as a result of the operation of this Section 2.19 . The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to any other rights and remedies which the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

(c) If the Borrower and the Administrative Agent agree in writing in their reasonable determination that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances to be funded and held on a pro rata basis by the Lenders in accordance with their Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided , that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE 3

CONDITIONS

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Section 3.1 Effective Date . The Lenders’ Commitments shall become effective on the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waived in accordance with Section 10.5 :

(a) Loan Documents . This Agreement, any Notes and the Fee and Syndication Letter executed by each party thereto shall have been delivered to the Administrative Agent (or its counsel).

(b) Press Release . The Administrative Agent shall have received a draft Offer Press Release or Scheme Press Release (as applicable) in form and substance reasonably satisfactory to the Administrative Agent.

(c) Legal Opinions . The Administrative Agent (or its counsel) shall have received a customary legal opinion of Davis Polk & Wardwell LLP, counsel to the Borrower, with an opinion of the Deputy General Counsel of the Borrower as to certain matters, each addressed to the Administrative Agent, the Arranger and the Lenders, and each in form and substance reasonably satisfactory to the Administrative Agent.

(d) Organizational Documents; Good Standing : The Administrative Agent (or its counsel) shall have received each of the following documents:

(i) for the Borrower, a copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization, and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the charter documents filed by the Borrower;

(ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date and certifying as of the Effective Date: (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which the Borrower is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational documents of the Borrower have not been amended since the date of the certification thereto furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to which the Borrower is intended to be a party and each other document to be delivered by the Borrower from time to time in connection herewith or therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from the Borrower); and

(iii) a good standing certificate for the Borrower from the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization.

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(e) Fees . All fees then due and payable under this Agreement or pursuant to the Fee and Syndication Letter shall have been paid, in each case, to the extent required by the Fee and Syndication Letter or this Agreement to be paid on or prior to the Effective Date (or arrangements satisfactory to the Administrative Agent shall otherwise have been made with respect thereto).

(f) KYC . The Administrative Agent and the Arranger shall have received at least three Business Days prior to the Effective Date all documentation and other information regarding the Borrower and the Target, required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent reasonably requested at least five Business Days prior to the Effective Date.

The Administrative Agent and the Lenders confirm that the Effective Date has occurred on the date of this Agreement.

Section 3.2 Closing Date . Subject to Section 3.4 , the obligation of each Lender to make an Advance hereunder shall be subject to all of the following conditions precedent having been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waived in accordance with Section 10.5 on or prior to the Long-Stop Date:

(a) Effective Date . The Effective Date shall have occurred.

(b) Officer’s Certificate . The Administrative Agent shall have received the Closing Date Officer’s Certificate.

(i) a Scheme, then the Scheme Effective Date shall have occurred; or

(ii) an Offer, then the Offer Unconditional Date shall have occurred.

(d) Absence of Certain Funds Event of Default and Accuracy of Certain Funds Representations . On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, all respects).

(e) Fees . All fees then due and payable under this Agreement or the Fee and Syndication Letter shall have been paid or will be paid on the Closing Date with the proceeds of the Advances (or arrangements satisfactory to the Administrative Agent shall otherwise have been made with respect thereto), in each case, to the extent required by the Fee and Syndication Letter or this Agreement to be paid on or prior to the Closing Date.

(f) Notice of Borrowing . The Administrative Agent shall have received a Notice of Borrowing in accordance with the requirements hereof.

Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower and the Lenders as to the Closing Date, and such notice shall be conclusive, irrevocable and binding.

Section 3.3 Each Borrowing Date . Subject to Section 3.4 , the obligation of each Lender to make an Advance on any Borrowing Date after the Closing Date shall be subject to all of the following conditions precedent having been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied)or waived in accordance with Section 10.5 on or prior to the last day of the Availability Period:

(a) Closing Date . The Closing Date shall have occurred.

(b) Absence of Certain Funds Event of Default and Accuracy of Certain Funds Representations . On the applicable Borrowing Date, immediately before and after giving effect to the making of and application of proceeds of such Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, all respects).

(c) Fees . All fees then due and payable under this Agreement or the Fee and Syndication Letter shall have been paid or will be paid on such Borrowing Date with the proceeds of the Advances (or arrangements satisfactory to the Administrative Agent shall otherwise have been made with respect thereto), in each case, to the extent required by the Fee and Syndication Letter or this Agreement to be paid on or prior to such Borrowing Date.

(d) Notice of Borrowing . The Administrative Agent shall have received a Notice of Borrowing in accordance with the requirements hereof.

Section 3.4 Actions during Certain Funds Period . Notwithstanding (x) anything to the contrary in this Agreement or (y) that any condition set out in Sections 3.1 , 3.2 or (after the Closing Date) 3.3 may subsequently be determined to not have been satisfied or any representation given was incorrect in any material respect, during the Certain Funds Period no Lender shall (unless (i) in the case of a particular Lender, in respect of clause (c) below, it would be illegal for such Lender to participate in making the Advances; provided , that such Lender has used commercially reasonable efforts to make the Advance through an Affiliate of such Lender not subject to such legal restriction; provided , further , that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligations hereunder, (ii) a Certain Funds Event of Default has occurred and is continuing or, in respect of clause (c) below, would result from making such Advances or (iii) in respect of clause (c ) below, a Lender is not obligated pursuant to Section 3.2 to make an Advance) be entitled to:

(a) cancel or terminate any of its Commitments (subject to any commitment reductions made pursuant to Section 2.6 );

(b) rescind, terminate or cancel this Agreement or any of the Advances or exercise any similar right or remedy or make or enforce any claim under this Agreement it may have to the extent to do so would prevent or limit the making of its Advances;

(c) refuse to participate in the making of its Advances, subject to satisfaction of the conditions set forth in Section 3.2 ;

(d) exercise any right of set-off or counterclaim or similar right or remedy to the extent to do so would prevent or limit the making of its Advances; or

(e) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent or limit the making of its Advances,

provided , that immediately upon the expiration of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Lenders notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Section 3.5 Determinations under Article 3 . For the purposes of determining compliance with the conditions specified in this Article 3 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

The Borrower (with respect to itself and its applicable Subsidiaries as referred to below) represents and warrants to the Administrative Agent and each Lender, as of the Effective Date and the Closing Date, as follows:

Section 4.1 Corporate Existence and Power . The Borrower (a) is a corporation or similar entity validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization and (b) has all corporate or similar powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Section 4.2 Corporate and Governmental Authorization; No Contravention . (a) The execution, delivery and performance by the Borrower of this Agreement and the Notes, if any, issued by the Borrower are within its corporate or similar powers and have been duly authorized by all necessary corporate or similar action, (b) require no action by or in respect of, or filing with, any governmental body, agency or official, (c) do not contravene, conflict with, or constitute a default under (i) any provision of applicable law or regulation, (ii) the organization documents or by-laws of the Borrower or (iii) of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Material Subsidiaries and (d) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries. Without limiting the generality of the foregoing representation, the aggregate outstanding amount of the Advances hereunder does not exceed any limitations on the aggregate amount of borrowings that may be effected by the Borrower and its Subsidiaries set by the Borrower’s Board of Directors.

Section 4.3 Binding Effect . This Agreement constitutes a valid and binding agreement of the Borrower and each Note, if any, when executed and delivered in accordance with this Agreement, will constitute a valid and binding obligation of the Borrower, in each case, enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.4 Financial Information .

(a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2017 and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year then ended, reported on by Deloitte & Touche LLP and included in the Borrower’s 2017 Form 10-K, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year.

(b) Since December 31, 2017, there has been no material adverse change in the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, except as disclosed in the Borrower’s 10-Q for the fiscal quarter ended June 30, 2018, the Borrower’s other public filings prior to the Effective Date, or as otherwise disclosed in writing to the Lenders prior to the Effective Date and for any Specified Claim.

Section 4.5 Litigation . There is no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable probability of an adverse decision which would materially adversely affect (except as disclosed in writing to the Lenders prior to the Effective Date, including pursuant to the Borrower’s 2017 Form 10-K, and except for any Specified Claim) the business, consolidated financial condition or consolidated results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreement or the other Loan Documents.

Section 4.6 Compliance with ERISA . Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has, within the past five years (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code (other than under Section 412 of ERISA) or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

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Section 4.7 Taxes . The Borrower and its Material Subsidiaries have filed all material income tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns. The charges, accruals and reserves on the books of the Borrower, and its respective Material Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

Section 4.8 Subsidiaries . Each of the Borrower’s Material Subsidiaries is a corporation or similar entity validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of its jurisdiction of organization, and has all corporate or similar powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Section 4.9 Regulatory Restrictions on Borrowing . The Borrower is not subject to any regulatory scheme not applicable to corporations generally which restricts its ability to incur debt or would render the Advances void or voidable.

Section 4.10 Full Disclosure . All material information (other than projections, estimates or forward-looking information) heretofore furnished by the Borrower to the Administrative Agent, the Arranger or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Borrower to the Administrative Agent, the Arranger or any Lender will be, true and accurate in all material respects on the date as of which such information is stated or certified. All projections, estimates or forward-looking statements, if any, that have been or will be prepared by the Borrower and made available to the Administrative Agent, the Arranger or any Lender have been or will be prepared in good faith based upon assumptions that the Borrower believes are reasonable (it being understood that such projections, estimates or forward-looking statements are subject to significant risks, uncertainties and contingencies, many of which are beyond the Borrower’s control, and that actual results may vary materially from such projections, estimates or forward-looking statements). The Borrower has disclosed to the Lenders in writing (including pursuant to the Borrower’s filings with the Securities and Exchange Commission) any and all facts which, in the Borrower’s good faith judgment, materially adversely affect or may materially adversely affect (to the extent it can now reasonably foresee) the business, operations or financial condition of the Borrower, or the ability of the Borrower to perform its obligations under this Agreement.

Section 4.11 Use of Credit; Investment Company Act . Not more than 25% of the value of the assets of the Borrower (individually) and the Borrower and its Subsidiaries (determined on a consolidated basis) that are subject to the restrictions in Sections 5.5 and 5.7 is attributable to Margin Stock. The Borrower is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.12 Anti-Corruption Laws and Sanctions . The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions and the Borrower and its Subsidiaries are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower, any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is, or is controlled by, a Sanctioned Person.

Section 4.13 Acquisition Documents . In the case of a Scheme, the Scheme Documents contain all the material terms of the Scheme; and in the case of an Offer, the Offer Documents contain all material terms of the Offer.

ARTICLE 5

COVENANTS

The Borrower agrees that, so long as any Lender has any Commitment hereunder or any amount payable hereunder remains unpaid:

Section 5.1 Information . The Borrower will deliver to each of the Lenders:

(a) as soon as available and in any event within 180 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, setting forth, in each case, in comparative form the figures as at the end of and for the previous fiscal year, all reported on in a manner acceptable to the Securities and Exchange Commission by Deloitte & Touche LLP or other independent public accountants of nationally recognized standing (it being understood that delivery of the Borrower’s annual report and Form 10-K for any fiscal year as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, will satisfy this requirement with respect to such fiscal year);

(b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet or equivalent statement of financial position of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of income and cash flows for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such quarter, setting forth in the case of such statements of income and cash flows in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, generally accepted accounting principles and consistency (except with respect to any changes made as a result of changes to generally accepted accounting principles) by the chief financial officer, the treasurer or the chief accounting officer of the Borrower (it being understood that delivery of the Borrower’s quarterly report on Form 10-Q for any fiscal quarter as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, will satisfy this requirement with respect to such fiscal quarter and, if applicable, the portion of the Borrower’s fiscal year ended at the end of such quarter);

(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, one or more certificates of the chief financial officer, the treasurer or the chief accounting officer of the Borrower (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.4 and 5.7 on the date of such financial statements, and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(d) forthwith upon the occurrence of any Default, a certificate of the chief financial officer, the treasurer or the chief accounting officer of the Borrower setting forth the details thereof and, the action which the Borrower is taking or proposes to take with respect thereto;

(e) promptly upon the mailing thereof to the stockholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed;

(f) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower shall have filed with the Securities and Exchange Commission;

(g) if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan

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administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer, any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or makes any amendment to any Plan which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security (other than under Section 412 of ERISA), a certificate of the chief financial officer, the treasurer or the chief accounting officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(h) promptly after any change in the Borrower’s long-term senior unsecured debt rating by Moody’s or S&P (as defined in the Pricing Schedule), a notice thereof; and

(i) from time to time such additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request.

In the case of information required to be delivered pursuant to this Section 5.1 , either (i) the Borrower shall deliver paper copies of such information to each Lender, or (ii) such information shall be deemed to have been delivered on the date on which the Borrower provides (or causes to be provided) notice to the Lenders (which notice may be by electronic mail) that such information has been posted on the Borrower’s website on the Internet at the website address listed on the signature pages hereof, at sec.gov/edaux/searches.htm or at another website identified in such notice and accessible by the Lenders without charge; provided , that (x) such notice may also be included in a certificate delivered pursuant to Section 5.1(c) and (y) the Borrower shall deliver paper copies of the information referred to in this Section 5.1 to any Lender which requests such delivery.

Section 5.2 Conduct of Business and Maintenance of Existence . (a) The Borrower and Bidco will preserve, renew and keep in full force and effect their respective legal existence and (b) the Borrower will continue, and will cause its Material Subsidiaries to continue, to engage in business of the same general type as now conducted by the Borrower and its Material Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each such Material Subsidiary to preserve, renew and keep in full force and effect, their respective existence (other than, in the case of the Borrower and Bidco, their respective legal existence) and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided , that nothing in this Section 5.2 shall prohibit (i) the merger of a Subsidiary of the Borrower into the Borrower or the merger or consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the corporate existence of any Material Subsidiary of the Borrower if the Borrower, in good faith determines that such termination is in the best interest of the Borrower, (iii) the discontinuance of the business of any Material Subsidiary if the Borrower in good faith determines that such discontinuance is in the best interest of the Borrower or (iv) any transaction permitted by Section 5.5 .

Section 5.3 Compliance with Laws; Borrowing Authorization . The Borrower will comply, and cause each of its Material Subsidiaries to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder), except where (i) the necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii) non-compliance therewith would not have a material adverse effect upon the business, financial position, results of operations or prospects of the Borrower and its Subsidiaries, considered as a whole. The Borrower will maintain in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Section 5.4 Financial Covenants .

(a) Consolidated Leverage Ratio . The Borrower will maintain as of the last day of each Measurement Period a Consolidated Leverage Ratio of not more than 3.25:1.00 (the “ Consolidated Leverage Ratio Covenant ”); provided , that, upon the written notice of the Borrower (such notice, which shall include a listing of the acquisitions so made, a “ Covenant Reset Notice ”), but without any action on the part of the Administrative Agent or any Lender, at any time where during the prior twelve month period the Borrower can demonstrate that it and/or any Subsidiaries of the Borrower have made acquisitions whose aggregate consideration equals or exceeds $500,000,000, which amount of aggregate consideration is calculated consistently with the Borrower’s reporting standard of “Acquisitions” in its cash flow statement included in the Borrower’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2018 as filed with the Securities and Exchange Commission (without duplication of any acquisition that was included in any previous Covenant Reset Notice) and, in any event, including the Acquisition, the maximum Consolidated Leverage Ratio permitted under this Section 5.4(a) shall be automatically increased from 3.25:1.00 to (i) 4.00:1.00 in the case of the Acquisition or (ii) 3.50:1.00 in the case of any other acquisition, in each case, for a period of four fiscal quarters (a “ Covenant Reset Period ”), commencing with the fiscal quarter in which one of the subject acquisitions included in the Covenant Reset Request is consummated; provided, that the Borrower shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided , further, that after the end of each Covenant Reset Period, the Borrower shall deliver to the Administrative Agent an executed compliance certificate that shall evidence the Borrower’s compliance with a Consolidated Leverage Ratio of 3.25:1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (which, for the avoidance of doubt, must nonetheless comply with the other requirements of this Section 5.4(a) ); provided , further , that, in the event that the Consolidated Leverage Ratio Covenant (or its equivalent) in the Existing Credit Agreement (as it may be amended, restated, amended and restated, refinanced or replaced) is more restrictive on the Borrower as of the Closing Date than the provisions of this Section 5.4(a) , then on and following the Closing Date, this Section 5.4(a) shall automatically be deemed to be modified to match such covenant in the Existing Credit Agreement.

(b) Consolidated Interest Coverage Ratio . The Borrower will maintain for each Measurement Period a Consolidated Interest Coverage Ratio of not less than 4.00:1.00.

Section 5.5 Consolidations, Mergers and Sales of Assets . The Borrower will not (i) consolidate or merge with or into any Person or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person; provided , that (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Section 5.6 Use of Proceeds . The Borrower shall use the proceeds of the Advances solely, directly or indirectly, for Certain Funds Purposes. No part of the proceeds of any Advance will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X. Neither the Borrower nor any of its Subsidiaries shall use the proceeds of any Borrowing in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws. Neither the Borrower nor any of its Subsidiaries shall use the proceeds of any Borrowing for the purpose of financing any activities, business or transaction of or with any Sanctioned Person or a Person known by the Borrower to be controlled by a Sanctioned Person, or in any Sanctioned Country, except where such activities, business or transaction could be conducted legally by a United States Person.

Section 5.7 Negative Pledge . Neither the Borrower nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:

(a) Liens on the Mortgaged Property to secure Debt under the Mortgage;

(b) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure, in the case of judgments or orders, obligations in an aggregate amount exceeding $100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;

(c) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided , that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,

(d) Liens on cash and cash equivalents securing Derivatives Obligations; provided , that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $250,000,000; provided , further , that the sum of (i) such aggregate amount and (ii) the aggregate amount of Debt secured as permitted by clause (f) below does not at any date exceed $500,000,000;

(e) [reserved]; and

(f) Liens not otherwise permitted by the foregoing clauses of this Section 5.7 securing Debt or other obligations; provided , that the sum of (i) the principal or face amount of such Debt and other obligations and (ii) the aggregate amount of cash and cash equivalents referred to in clause (d) above does not at any date exceed $500,000,000.

Section 5.8 Taxes, Etc . The Borrower will, and will cause each of its Material Subsidiaries to:

(a) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained or the nonpayment of which would not have a material adverse effect on the business, financial condition or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole;

(b) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and

(c) permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Section 5.9 Maintenance of Insurance . The Borrower will maintain, and cause each of its Consolidated Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Consolidated Subsidiary operates; provided , that the Borrower and its Subsidiaries may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates and to the extent consistent with prudent business practice.

Section 5.10 Subsidiary Debt . The Borrower will not permit any Consolidated Subsidiary to create, incur, assume or suffer to exist any Debt, except:

(a) Debt under (i) the Loan Documents and (ii) the Existing Credit Agreement (as it may be amended, refinanced or replaced), in the case of this clause (ii) , in an aggregate principal amount not to exceed $1,800,000,000;

(b) Debt under the Mortgage;

(d) Debt of any Consolidated Subsidiary or of the Target or any of its Subsidiaries, in each case, existing as of the Effective Date (other than Debt described in clause (a) above), and any renewal and refinancing (including, without limitation, by Debt incurred by one or more other Subsidiaries) thereof; provided , that the principal amount thereof is not increased;

(e) Debt incurred in connection with catastrophe bond underwriting by GC Securities, a division of MMC Securities Corp., that is outstanding for less than seven days; and

(f) other Debt in an aggregate amount for all Consolidated Subsidiaries not to exceed at any time outstanding the greater of (i) $1,000,000,000 and (ii) 10% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries as set forth in the Borrower’s most recent financial statements delivered pursuant to Section 5.1(a) or (b) .

Section 5.11 Scheme and Offer .

(a) The Borrower covenants and agrees that from the Effective Date it will:

(i) Not release any Press Release unless (x) other than pursuant to Section 5.11(a)(vi ), or (y) subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 3.1(b) .

(ii) Except as consented to by the Arranger in writing (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may be and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 3.1(b) subject, in the case of a Scheme, to any variation required by the Court or the Panel and, in each case, to any variations which would not contravene Section 5.11(b) . In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by BidCo, result in BidCo (directly or indirectly) holding shares representing, in any case, at least 50.01% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional as to acceptances (the “ Minimum Acceptance Level ”).

(iii) Comply in all material respects with the Takeover Code and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator.

(iv) Promptly provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Acquisition and such other information as it may reasonably request regarding the status of the Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information.

(v) Deliver to the Administrative Agent copies of each Press Release, each Offer Document, any Scheme Document and all material legally binding agreements entered into by the Borrower in connection with an Offer or Scheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so.

(vi) In the event that a Scheme is switched to an Offer or vice versa (which BidCo shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Arranger in writing (such consent not to be unreasonably withheld, delayed or conditioned) ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 3.1(b) other than (x) any changes permitted to be made in accordance with Section 5.11(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments.

(vii) In the case of an Offer, following the Closing Date while any Commitments remain outstanding, should BidCo become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights.

(viii) The Borrower shall procure that BidCo shall not take any action, and procure that none of its Affiliates nor any person acting in concert with it (within the meaning of the Takeover Code) takes any action, which would require BidCo to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be) pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment.

(ix) Prior to the issue of the relevant Press Release, the Borrower shall not and shall procure that neither BidCo nor any other Subsidiary shall at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Loan Parties) in connection with the financing of the Acquisition without the prior written consent of the Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority.

(x) The Borrower shall procure that, in the case of an Offer, BidCo shall not declare the Offer unconditional as to acceptances unless the Minimum Acceptance Level is achieved.

(b) Except as consented to by the Arranger in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Borrower covenants and agrees that from the Effective Date it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or the Offer Documents (other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

ARTICLE 6

DEFAULTS

Section 6.1 Events of Default . If one or more of the following events (“ Events of Default ”) shall have occurred and be continuing:

(a) the Borrower shall fail to pay (i) any principal of any Advance when due or (ii) within five days of the date when due any interest, any fees or any other amount payable hereunder, including the fees described in the Fee and Syndication Letter;

(b) the Borrower shall fail to observe or perform any covenant contained in Sections 5.4 through 5.7 , inclusive, 5.10 and 5.11 ;

(c) the Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 10 days (or, in the case of Section 5.1(a) , 5.1(b) or 5.1(c) , 30 days) after written notice thereof has been given to the Borrower by the Administrative Agent or any Lender (through the Administrative Agent);

(d) any representation, warranty, certification or statement made (or deemed made) by the Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to Section 5.1 of this Agreement shall prove to have been incorrect in any material respect when made (or deemed made);

(e) either the Borrower or any Subsidiary thereof shall fail to make any payment in respect of any Material Financial Obligations when due or within any applicable grace period;

(f) any event or condition shall occur which results in the acceleration of the maturity of any Material Financial Obligations or enables (or, with the giving of notice, would enable) the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof (after giving effect to any applicable grace period);

(g) the Borrower, any Subsidiary holding, as of the date of the most recent audited financial statements of the Borrower and its Consolidated Subsidiaries delivered pursuant to this Agreement, assets having a book value in excess of $100,000,000 or BidCo, shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(h) an involuntary case or other proceeding shall be commenced against the Borrower, any Subsidiary holding, as of the date of the most recent audited financial statements of the Borrower and its Consolidated Subsidiaries delivered pursuant to this Agreement, assets having a book value in excess of $100,000,000 or BidCo, seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower or any Subsidiary holding, as of the date of the most recent audited financial statements of the Borrower and its Consolidated Subsidiaries delivered pursuant to this Agreement, assets having a book value in excess of $100,000,000 under the federal bankruptcy laws as now or hereafter in effect;

(i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $100,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; or a condition shall exist by reason of which it could reasonably be expected that the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could reasonably be expected to cause one or more members of the ERISA Group to incur a current payment obligation in excess of $100,000,000;

(j) judgments or orders for the payment of money in excess of $100,000,000 shall be rendered against the Borrower or any Subsidiary thereof and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days; excluding, however, the amount of any such judgment or order to the extent that (i) such amount is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof, (ii) such insurer is rated at least “A” by A.M. Best Borrower and (iii) such insurer has been notified of, and has not disputed the claim made for payment of, such amount; or

(k) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) other than the Borrower, any trustee or other fiduciary holding securities under an employee benefit plan of the Borrower or any corporation owned, directly or indirectly, by the stockholders of the Borrower in substantially the same proportions as their ownership of stock in the Borrower, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 50% or more of the combined voting power of the Borrower’s then outstanding equity securities; or, during any period of 24 consecutive calendar months, individuals who were directors of the Borrower on the first day of such period and any new director whose election by the board of directors of the v or nomination for election by the Borrower’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, shall cease to constitute a majority of the board of directors of the Borrower; or

(l) any other Loan Document after delivery thereof pursuant to this Agreement shall for any reason cease to be valid and binding on or enforceable against the Borrower (except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights generally; and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or the Borrower shall so state in writing;

then, and in every such event (subject to Section 3.4 ), the Administrative Agent shall (i) if requested by Lenders having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate and (ii) if requested by Lenders holding more than 50% of the aggregate principal amount of the Advances, by notice to the Borrower declare the Advances (together with accrued interest thereon) and all other amounts payable by the Borrower hereunder and under any Notes (including, without limitation, any amounts payable under Section 2.18 ) to be, and the Advances, such interest and such other amounts shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided , that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to the Borrower, without any notice to the Borrower or any other act by the Administrative Agent or the Lenders, the Commitments shall thereupon terminate and the Advances (together with accrued interest thereon) and all other amounts payable by the Borrower hereunder and under any Notes (including, without limitation, any amounts payable under Section 2.13 ) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 6.2 Clean-up Date . Notwithstanding anything in this Agreement to the contrary, for a period commencing on the Closing Date and ending on the date falling 180 days after the Closing Date (the “ Clean-up Date ”), notwithstanding any other provision of any Loan Document, any breach of covenants, misrepresentation or other Default (other than a breach of or Default with respect to Section 5.4(a) or 5.4(b) ), which arises only with respect to the Target and its Subsidiaries will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default, as the case may be, if: (a) it is capable of remedy and reasonable steps are being taken to remedy it; (b) the circumstances giving rise to it have not knowingly been procured by or approved by Borrower or its Subsidiaries (other than the Target and its Subsidiaries); and (c) it has not had, and is not reasonably likely to have, a material adverse effect on (i) the financial condition, assets, liabilities, operations or business of the Borrower and its Subsidiaries taken as a whole or (ii) the Borrower’s ability to perform and comply with its monetary obligations under this Agreement, the Notes and each other Loan Document. If the relevant circumstances are continuing on or after the Clean-up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above.

ARTICLE 7

THE ADMINISTRATIVE AGENT

Section 7.1 Authorization and Authority . Each Lender irrevocably appoints and authorizes GS Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.6 , (i) the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders and (ii) the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 7.2 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 7.3 Duties of Administrative Agent; Exculpatory Provisions .

(a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein or as may exist at law. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided , that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall reasonably believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 or 6.1 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or the event or events that give or may give rise to any Default unless and until the Borrower or any Lender shall have given notice to the Administrative Agent describing such Default and such event or events.

(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created hereby or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than (but subject to the foregoing clause (ii) ) to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(d) Nothing in this Agreement or any other Loan Document shall require the Administrative Agent or any of its Related Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender and each Lender confirms to the Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent or any of its Related Parties.

Section 7.4 Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless an officer of the Administrative Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender prior to the making of such Advance, and in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of such Borrowing. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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Section 7.5 Delegation of Duties .

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such sub-agent and the Related Parties of the Administrative Agent and each such sub-agent shall be entitled to the benefits of all provisions of this Article 7 and Section 10.3 (as though such sub-agents were the “Administrative Agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 7.6 Resignation of Administrative Agent . The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject, so long as no Event of Default shall be continuing, to the approval of such successor Administrative Agent by the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (such 30-day period, the “ Lender Appointment Period ”), then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and which is reasonably acceptable to the Borrower. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 7 and Section 10.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 7.7 Non-Reliance on Agent and Other Lenders .

(a) Each Lender confirms to the Administrative Agent, each other Lender and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on the Administrative Agent, any other Lender or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Advances and other extensions of credit hereunder and under the other Loan Documents and (z) in taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Advances and other extensions of credit hereunder and under the other Loan Documents is suitable and appropriate for it.

(b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Loan Documents, (ii) that it has, independently and without reliance upon the Administrative Agent, any other Lender or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information, as it has deemed appropriate and (iii) it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case:

(i) the financial condition, status and capitalization of the Borrower;

(ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and each other Loan Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document;

(iii) determining compliance or non-compliance with any condition hereunder to the making of an Advance and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; or

(iv) the adequacy, accuracy and/or completeness of any information delivered by the Administrative Agent, any other Lender or by any of their respective Related Parties under or in connection with this Agreement or any other Loan Document, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document.

Section 7.8 Indemnification . Each Lender shall, ratably in accordance with its Commitment (and, after the Commitments have been terminated, ratably in accordance with the aggregate principal amount of the Advances held by such Lender), indemnify the Administrative Agent, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, judgment, suit, loss or liability (except such as result from such indemnitee’s gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder.

Section 7.9 Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon between the Borrower and the Administrative Agent. Such fees once paid shall be non-refundable.

Section 7.10 No Other Duties, etc. The Arranger shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder. The Arranger shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on the Arranger in deciding to enter into this Agreement or any other Loan Document or in taking any action hereunder or thereunder.

ARTICLE 8

CHANGE IN CIRCUMSTANCES

Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair . If on or prior to the first day of any Interest Period for any Advance:

(a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “Eurocurrency Rate” are not being provided in the relevant amounts or for the relevant maturities as provided herein; or

(b) in the case of a Borrowing, Lenders having 50% or more of the aggregate amount of the Commitments hereunder advise the Administrative Agent that the Eurocurrency Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Advances for such Interest Period (a “ Disruption Event ”),

the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon Advances shall continue in the prevailing currency for Interest Periods of one month, and each such Advance shall (for so long as such Disruption Event is continuing) bear interest at a rate per annum equal to the Applicable Rate plus , for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).

Section 8.2 Illegality . If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Eurocurrency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender (or its Eurocurrency Lending Office) to make, maintain or fund Advances and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Advances shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 8.2 , such Lender shall designate a different Eurocurrency Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Section 8.3 Increased Cost and Reduced Return .

(a) If after the Effective Date, any obligation to make an Advance, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Eurocurrency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Eurocurrency Lending Office) or shall impose on any Lender (or its Eurocurrency Lending Office) or the London interbank market any other condition affecting its Advances, any Note that relates to Advances or its obligation to make Advances and the result of any of the foregoing is to increase the cost to such Lender (or its Eurocurrency Lending Office) of making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender (or its Eurocurrency Lending Office) under this Agreement or under any Note that relates to such Advance (other than an increase in cost or reduction in amount attributable to taxes, which shall solely be governed by Section 8.4 ), by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction which arise out of its Advances or any Notes.

(b) If any Lender shall have determined that, after the Effective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for the portion of such reduction attributable to its Advances or any Notes.

(c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the Closing Date, which will entitle such Lender to compensation pursuant to this Section 8.3 and will designate a different Eurocurrency Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

(d) For the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 8.3 , (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in case for this clause (y) pursuant to Basel III, shall, in each case, be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.

Section 8.4 Taxes . (a) For the purposes of this Section 8.4 , the following terms have the following meanings:

“ Taxes ” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any payment by the Borrower pursuant to this Agreement or under any Note, and all liabilities with respect thereto, excluding (i) in the case of each Lender and the Administrative Agent (x) taxes imposed on its income, and franchise or similar (including branch profits) taxes imposed on it, by a jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or in which its principal executive office is located or, in the case of each Lender, in which its Eurocurrency Lending Office is located and (y) United States withholding tax to the extent imposed as a result of a failure to satisfy the applicable requirements of FATCA and (ii) in the case of each Lender, (x) any United States withholding tax imposed on such payments but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or (y) any United States withholding tax imposed on such payment solely as a result of a change in such Lender’s Eurocurrency Lending Office made other than pursuant to Section 8.2 , 8.3 or 8.4(f) .

“ Other Taxes ” means any present or future stamp, mortgage recording or documentary taxes and any other excise or property taxes, or similar charges or levies, which arise from any payment made pursuant to this Agreement or under any Note or from the execution or delivery of, the enforcement of, or otherwise with respect to, this Agreement or any Note.

(b) Any and all payments by the Borrower to or for account of any Lender or the Administrative Agent hereunder or under any Note shall be made without deduction for any Taxes or Other Taxes; provided , that, if the Borrower shall be required by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.4 ) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower, shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 10.1 , the original or a certified copy of a receipt evidencing payment thereof or, if such a receipt is not usually available, any other document evidencing payment thereof that is reasonably acceptable to the Administrative Agent.

(c) The Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 8.4 ) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after such Lender or the Administrative Agent (as the case may be) makes demand therefor.

(d) (i) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and as required thereafter if requested in writing by the Company (but only so long as such Lender remains lawfully able to do so), shall provide the Company with Internal Revenue Service Form W-8BEN or W-8BEN-E or W-8IMY or W-8ECI, as appropriate, or any successor or additional form prescribed by the Internal Revenue Service, (A) certifying that such Lender is entitled to benefits under an income tax treaty

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to which the United States is a party which exempts such Lender from United States withholding tax or reduces the rate of withholding tax on payments of interest for the account of such Lender, (B) certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (C) certifying that such Lender is entitled to the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code.

(ii) If a payment made to a Lender would be subject to United States withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower, at the time or times prescribed by law and at such time or times reasonably requested in writing by the Borrower, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested in writing by the Borrower as may be necessary for the Borrower to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

(e) For any period with respect to which a Lender required to do so has failed to provide the Borrower with the appropriate form pursuant to Section 8.4(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which such form originally was required to be provided), such Lender shall not be entitled to indemnification under Section 8.4(b) or (c) with respect to Taxes imposed by the United States; provided , that if a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure, if required, to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(f) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 8.4 , then such Lender will change the jurisdiction of its Eurocurrency Lending Office if, in the judgment of such Lender, such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) is not otherwise disadvantageous to such Lender.

(g) If any Lender determines, in its sole discretion, that it has actually and finally realized, by reason of a refund or credit of any Taxes paid or reimbursed by the Borrower pursuant to subsection (b) or (c) above in respect of payments under this Agreement, a current monetary benefit that it would otherwise not have obtained, and that would result in the total payments under this Section 8.4 exceeding the amount needed to make such Lender whole, such Lender shall pay to the Borrower, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, in each case, net of all out-of-pocket expenses in securing such refund, deduction or credit, provided , however, that the Borrower, upon the request of such Lender, agrees to repay to such Lender the amount paid over to the Borrower if such Lender is required to repay such refund or credit to the relevant governmental taxing authority.

Section 8.5 Replacement of Lenders . If any Lender requests compensation under Section 8.3 or 8.4 , or if the Borrower is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 8.4 , or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6 ), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);

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provided , that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE 9

[RESERVED]

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ARTICLE 10

MISCELLANEOUS

Section 10.1 Notices . (a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i) if to the Borrower or the Administrative Agent, at its address or facsimile number set forth on the signature pages hereof;

(ii) if to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b) .

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided , that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided , that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i) , of notification that such notice or communication is available and identifying the website address therefor; provided , that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Change of Address, etc . Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform .

(i) The Borrower agrees that the Administrative Agent and/or the Arranger may, but shall not be obligated to, make the Communications (as defined below) available to the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “ Platform ”).

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(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent, the Arranger any of its or their Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, the Administrative Agent’s or the Arranger’s transmission of communications through the Platform. “ Communications ” means, collectively, any notice, demand, communication, information, document or other material that the Borrower provides to the Administrative Agent and/or the Arranger pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, the Arranger or any Lender by means of electronic communications pursuant to this Section 10.1 , including through the Platform.

(e) The Administrative Agent and the Arranger agree that the receipt of Communications (other than Communications consisting of notices provided under Article 2) by the Administrative Agent at gs-sbdagency-borrowernotices@ny.email.gs.com; and/or the Arranger at gs-sbdagency-borrowernotices@ny.email.gs.com shall constitute effective delivery of such Communications to the Administrative Agent or the Arranger, as applicable, for purposes hereunder and any other Loan Document (and any other agreements relating thereto).

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Section 10.2 No Waivers . No failure or delay by the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 10.3 Expenses; Indemnification; Damage Waiver . (a) The Borrower agrees to pay (i) all out-of-pocket expenses of the Administrative Agent, the Arranger and their respective Affiliates, including fees and disbursements of special counsel for the Administrative Agent, and the Arranger in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent, the Arranger or any Lender, including (without duplication) the fees and disbursements of outside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.

(a) The Borrower agrees to indemnify the Administrative Agent, the Arranger each Lender, their respective Affiliates and the respective directors, officers, agents, advisors, employees, trustees, administrators and managers of each of the foregoing (each an “ Indemnitee ”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by any Person (including the Borrower) other than such Indemnitee and its Related Parties relating to or arising out of this Agreement or any actual or proposed use of proceeds of Advances hereunder; provided , that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined in a final nonappealable judgment by a court of competent jurisdiction.

(b) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, 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 or any agreement or instrument contemplated hereby, any Advance or the use of the proceeds thereof.

Section 10.4 [reserved]

Section 10.5 Amendments and Waivers . Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); provided , that (a) no such amendment or waiver shall (i) increase or decrease any Commitment of any Lender (except for a ratable decrease in such Commitments of all applicable Lenders) or subject any Lender to any additional obligation without the written consent of such Lender, (ii) reduce the principal of or rate of interest on any Advance, or any fees hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the date fixed for any payment of principal of or interest on any Advance, or any fees hereunder or for the termination of the Commitments, without the written consent of each Lender directly affected thereby, (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Section 10.5 or any other provision of this Agreement, without the written consent of each Lender or (v) amend or modify Sections 2.13 and 10.6(a) without the written consent of each Lender and (b) any amendment, modification or waiver of Article 3 or Article 7, in each case, shall require the consent of the Administrative Agent. Anything in this Agreement to the contrary notwithstanding, a Defaulting Lender shall (unless the Required Lenders, determined as if such Lender were not a “Lender” hereunder, shall otherwise consent in writing) be deemed for all purposes relating to amendments, modifications, waivers or consents under this Agreement (including, without limitation, under this Section 10.5 ) to have no Advances or Commitments, shall not be treated as a “Lender” hereunder when performing the computation of Required Lenders and shall have no rights under the preceding paragraph of this Section 10.5 ; provided , that any action taken by the other Lenders with respect to the matters referred to in clause (a) of the preceding paragraph shall not be effective as against such Lender without its consent.

Notwithstanding the foregoing, in the event that the terms of this Agreement are required to be modified as specified in the applicable provisions of the Fee and Syndication Letter, then this Agreement may be amended (to the extent not adverse to the interests of the Lenders) by the Administrative Agent and the Borrower without the need to obtain the consent of any Lender; provided , that if the Borrower shall fail to execute any amendment that the Arranger reasonably determines is necessary to effect the changes contemplated by the Fee and Syndication Letter within three Business Days from the date of delivery to the Borrower of a draft thereof, then the Administrative Agent is and shall be authorized to execute such amendment on behalf of the Borrower and such amendment shall become effective without further action by any Person. In furtherance of the foregoing, each of the Borrower and the Administrative Agent agree that it will enter into any amendment to this Agreement requested by the Arranger in compliance with the terms of the Fee and Syndication Letter.

Section 10.6 Successors and Assigns .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section 10.6 , (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.6 , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 10.6 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 10.6 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it); provided , that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Advances at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section 10.6 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in paragraph (b)(i)(A) of this Section 10.6 , the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “ Trade Date ” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than £5,000,000 or a multiple of £1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Advance or the Commitment assigned.

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section 10.6 and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided , that, during the Certain Funds Period, the Borrower may withhold such consent in its sole discretion unless a Certain Funds Event of Default is continuing) shall be required, unless (x) such assignment is permitted to be made pursuant to the syndication provisions of the Fee and Syndication Letter without requiring the consent of the Borrower, (y) an Event of Default (limited, during the Certain Funds Period, to a Certain Funds Event of Default) has occurred and is continuing at the time of such assignment or (z) such assignment is to (1) a Lender or (2) following the Certain Funds Period, an Affiliate of a Lender; provided , that, following the Certain Funds Period the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (other than in the case of assignments between a Lender, on the one hand, and an Affiliate of such Lender, on the other hand); provided , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons . No such assignment shall be made to (A) the Borrower or any of the Borrower’s Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) .

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural Person.

(vii) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph , then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(viii) SPCs . Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle (an “ SPC ”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower the option to fund all or any part of any Advance that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement; provided , that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Advance, the Granting Lender shall be obligated to fund such Advance pursuant to the terms hereof and (iii) the Borrower may bring any proceeding against the Granting Lender or the SPC in order to enforce any rights of the Borrower hereunder. The funding of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary contained in this Agreement, any SPC may disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC. This paragraph may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.6 , from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.3 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section . Each Granting Lender shall maintain a register of SPCs that conforms to the requirements of the Participation Register as described in Section 10.6(d) with respect to each such SPC’s interest in an Advance hereunder (an “ SPC Register ”).

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of its Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided , that, regardless of whether the consent of, or notice to, the Borrower or the Administrative Agent is given, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.8 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided , that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (i) , (ii) and (iii) of Section 10.5 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6 ; provided , that such Participant agrees to be subject to the provisions of Article 8 as if it were an assignee under paragraph (b) of this Section .

Each Lender that sells a participation, acting solely for this purpose as a nonfiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain a register for the recordation of the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in its rights and other obligations under this Agreement (the “ Participation Register ”); provided , that no Lender shall have any obligation to disclose all or any portion of the Participation Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103(e) of the United States Treasury Regulations.

(e) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Sections 8.3 and 8.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a non-United States Lender if it were a Lender shall not be entitled to the benefits of Section 8.4 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 8.4(d) as though it were a Lender.

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided , that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 10.7 Governing Law; Submission to Jurisdiction; Waiver of Venue . This Agreement shall be governed by and construed in accordance with the law of the State of New York. Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 10.8 Counterparts; Integration . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and any Notes issued hereunder constitute the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

Section 10.9 Waiver of Jury Trial . THE BORROWER AND EACH OF THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.10 Survival . The obligations of the Borrower under Sections 2.13 , 8.3 , 8.4 and 10.3 , and the obligations of the Lenders under Section 7.6 , shall survive the repayment of the Advances and the termination of the Commitments.

Section 10.11 Confidentiality . Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or self-regulatory body, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any Note or the enforcement of rights hereunder, (f) subject to execution of a confidentiality and front running letter substantially in the form of Exhibit D (with only such changes thereto as may be approved by the Administrative Agent and the Borrower) an agreement containing provisions substantially the same as those of this Section 10.11 and to the consent, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower, (h) if an Event of Default shall have occurred and be continuing, to prospective assignees of any Lender who agree to hold such information confidential, (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.11 by another party hereto or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower, or (j) on a confidential basis to any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or any actual or prospective counterparty (or its advisors) to any swap or derivative or credit insurance transaction relating to the Borrower or its obligations hereunder. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section 10.11 , “ Information ” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided , that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information, (c) it will handle such material non-public information in accordance with applicable laws, including United States federal and state securities laws, (d) that some or all of the Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including, the Takeover Code, any securities law relating to insider dealing and market abuse, and accordingly, each of the Administrative Agent and the Lenders shall not use any Information for any unlawful purpose and (e) that it is aware of the terms and requirements of Practice Statement No.25 ( Debt Syndication During Offer Periods ) issued by The Panel.

Section 10.12 USA Patriot Act . Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (title III of Pub.L.107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

Section 10.13 [reserved].

Section 10.14 Judgment .

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligation of the Borrower in respect of any sum due from it in any currency (the “ Primary Currency ”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such Lender or the Administrative Agent (as the case may be) agrees to remit to the Borrower such excess.

Section 10.15 Right of Set-off . Subject always to Section 3.4 , if the Maturity Date has occurred (including by acceleration of the maturity of the Advances in accordance with the terms hereof) and the Advances have otherwise become due and have not been paid in full, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding in any event deposit or other amounts held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter then due and owing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided , that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section 10.15 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided , that the failure to give such notice shall not affect the validity of such setoff and application.

Section 10.16 Determinations under Section 3.1 and 3.2 . For purposes of determining compliance with the conditions specified in Section 3.1 or Section 3.2 , each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date or Closing Date, as applicable, specifying its objection thereto. The Administrative Agent shall promptly notify the Lenders of the occurrence of the Effective Date and the Closing Date.

Section 10.17 No Advisory or Fiduciary Duty .

(a) The Administrative Agent, the Arranger, each Lender and their Affiliates (collectively, solely for purposes of this paragraph , the “ Lenders ”), may have economic interests that conflict with those of the Borrower and/or its Affiliates (the “ Borrower Entities ”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Arranger or any Lender, on the one hand, and any Borrower Entity, on the other. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Administrative Agent, the Arranger and the Lenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) neither the Administrative Agent, the Arranger nor any Lender has assumed an advisory or fiduciary responsibility in favor of any Borrower Entity with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised, is currently advising or will advise any Borrower Entity on other matters) or any other obligation to any Borrower except the obligations expressly set forth in the Loan Documents and (y) each of the Administrative Agent, the Arranger and each Lender is acting solely as principal and not as the agent or fiduciary of any Borrower Entity. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the Loan Documents and the transactions contemplated thereby and the process leading thereto. The Borrower agrees that it will not claim that the Administrative Agent, the Arranger or any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the Loan Documents and the transactions contemplated thereby and the process leading thereto.

(b) Each of the Lenders hereby acknowledges that Goldman, Sachs & Co. has been retained by the Borrower (or one of its affiliates) as financial advisor (in such capacity, the “ Financial Advisor ”) in connection with the Acquisition. Each of the Lenders hereby agrees to such retention, and further agrees not to assert any claim such Lender might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor and, on the other hand, such Lender and such Lender’s affiliates’ relationships with the Arranger and/or its Affiliates as described herein. Each of the Lenders hereby acknowledges (i) the retention of the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Lender on the part of the Arranger or its Affiliates.

Section 10.18 Certain ERISA Matters .

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Advances, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a) , such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(c) The Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Advances, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Advances or the Commitments for an amount less than the amount being paid for an interest in the Advances or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker's acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Section 10.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

MARSH & MCLENNAN COMPANIES, INC.

By: /s/ Mark C. McGivney

Name: Mark C. McGivney

Title: Senior Vice President & Chief Financial Officer

Address for Notices :

1166 Avenue of the Americas

New York, NY 10036

Facsimile: (212) 345-4809

Website: www.mmc.com

WEIL:\96719829\13\99980.0025

GOLDMAN SACHS BANK USA, as Administrative Agent and as a Lender

By: /s/ Robert Ehudin________

Name: Robert Ehudin

Title: Authorized Signatory

Address for Notices :

Goldman Sachs Bank USA

c/o Goldman, Sachs & Co.

30 Hudson Street, 36th Floor

Jersey City, NJ 07302

Email:

gs-sbdagency-borrowernotices@ny.email.gs.com; gsd.link@gs.com

[SIGNATURE PAGE TO 364-DAY BRIDGE LOAN AGREEMENT]

WEIL:\96719829\13\99980.0025

GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender

By: /s/ Robert Ehudin________

Name: Robert Ehudin

Title: Authorized Signatory

WEIL:\96719829\13\99980.0025



Media Contact: Erick R. Gustafson Marsh & McLennan Companies +1 202 263 7788 erick.gustafson@mmc.com		Investor Contact: Dan Farrell Marsh & McLennan Companies +1 212 345 3713 daniel.farrell@mmc.com

MARSH & McLENNAN TO ACQUIRE JARDINE LLOYD THOMPSON GROUP PLC

The combination enhances capabilities and improves growth profile

The transaction is expected to produce a double-digit IRR

JLT adds a superb team with a relentless focus on client service

NEW YORK , September 18, 2018 – Marsh & McLennan Companies, Inc. (NYSE: MMC), a global professional services firm offering clients advice and solutions in risk, strategy and people, today announced that it has reached an agreement to acquire Jardine Lloyd Thompson Group plc (LSE: JLT), a leading provider of insurance, reinsurance and employee benefits related advice, brokerage and associated services. The transaction has been approved by the Board of Directors of each of MMC and JLT. Under the terms of the transaction, holders of JLT’s common shares will receive cash consideration of £ 19.15 pounds per share. Total cash consideration equates to $5.6 billion U.S. dollars in fully diluted equity value, or an estimated enterprise value of $6.4 billion. The transaction will be funded by a combination of cash on hand and proceeds from debt financing.

“The acquisition of Jardine Lloyd Thompson creates a compelling value proposition for our clients, our colleagues and our shareholders. The complementary fit between our companies creates a platform to deliver exceptional service to clients and opportunities for our colleagues. On a personal level, I have come to know, and respect, Dominic Burke and his management team from my time both at MMC and as an underwriter. I am confident that with the addition of the talented colleagues of JLT, Marsh & McLennan will be an even stronger and more dynamic company,” said Dan Glaser, President and Chief Executive Officer of MMC.

Following completion of the transaction, Mr. Burke, Group Chief Executive of JLT, will join MMC as Vice Chairman and serve as a member of MMC’s Executive Committee.

Mr. Burke said “I am enormously proud of what JLT has achieved, founded on our people, our culture and our unwavering commitment to our clients. MMC is, and always has been, one of our most respected competitors and I believe that, combined, we will create a group that will truly stand as a beacon for our industry.”

JLT was created in 1997 when Jardine Insurance Brokers plc, which was formed almost 50 years ago, merged with Lloyd Thompson Group plc. The firm now operates in 40 countries with particular strength in the UK and Australia as well as in key emerging markets across Asia and Latin America.

Through its Specialty business, JLT provides risk and insurance broking advice to energy, mining, healthcare, construction, marine, and aerospace sectors as well as in financial lines, political risk and trade credit. JLT Re delivers world class risk analysis and risk transfer solutions to its insurer clients across all classes of treaty and facultative reinsurance. JLT’s Employee Benefits team acts as advisors, brokers and service providers in the areas of pensions consultancy and administration, employee benefits and wellness, life insurance, and wealth management.

Strategic Rationale

The acquisition of JLT accelerates MMC’s strategy to be the preeminent global firm in the areas of risk, strategy and people. JLT’s track record of strong organic growth and attractive geographic diversification enhance MMC’s ability to accelerate growth and margin expansion across products and geographies.

Financial Terms

Under the terms of the transaction, MMC will acquire all issued, and to be issued, share capital of JLT for consideration of £ 19.15 pounds per share in cash. On the basis of the closing price of JLT shares on September 17, 2018 of £ 14.32 this represents a 33.7% premium.

We anticipate annual cost synergies of approximately $250 million that will be realized over the next three years. It is expected that the realization of these cost synergies will result in one-time integration costs of approximately $375 million.

We expect the transaction to be immediately accretive to adjusted cash EPS and, as modeled, will produce a double-digit internal rate of return. On an adjusted GAAP EPS basis, we anticipate the deal will be modestly dilutive in 2019, but we expect it to be neutral to adjusted GAAP EPS in 2020.

Transaction Details

MMC has committed bridge financing from Goldman Sachs to satisfy certain funds requirements of the U.K. Takeover Code to complete the transaction. The transaction is intended to be effected by means of a U.K. court-sanctioned scheme of arrangement and is expected to close in spring of 2019, subject to receipt of required antitrust and regulatory approvals and the approval of JLT shareholders. MMC has received irrevocable undertakings from JLT’s largest shareholder, Jardine Matheson Holdings, and JLT directors who collectively represent 40.5% of the issued and outstanding JLT shares in support of the transaction.

Advisors

Goldman Sachs acted as financial advisor and Slaughter and May and Wachtell, Lipton, Rosen & Katz acted as external legal counsel to MMC. J.P. Morgan Chase served as financial advisor, and Clifford Chance Rogers & Wells served as external legal counsel to JLT.

Conference Call

A conference call to discuss the transaction will be held at 8:30 a.m. Eastern time on Tuesday September 18, 2018. To participate in the teleconference, please dial +1 866 831 8658. Callers from the United Kingdom should dial +44 0808 1011183. Callers from outside the United States or the United Kingdom should dial +1 785 424 1243. The access code for all numbers is 529923. The live audio webcast may be accessed at mmc .com . A replay of the webcast will be available approximately two hours after the event.

Additional information regarding the transaction will be available at mmc .com .

About Marsh & McLennan Companies

Marsh & McLennan (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The company’s nearly 65,000 colleagues advise clients in over 130

countries. With annual revenue over $14 billion, Marsh & McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading firms. Marsh advises individual and commercial clients of all sizes on insurance broking and innovative risk management solutions. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations meet the health, wealth and career needs of a changing workforce.

Oliver Wyman serves as a critical strategic, economic and brand advisor to private sector and governmental clients. For more information, visit mmc.com , follow us on LinkedIn and Twitter

@ mmc_global or subscribe to BRINK .

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results,

use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would."

Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:


•	the inability of us or JLT to retain and hire key personnel;


•	costs or difficulties related to the integration of JLT’s business and operations with our business and operations;


•	the failure to obtain, or delays in obtaining, required antitrust and regulatory approvals for the transaction with JLT;


•	the occurrence of any event or other circumstances that could give rise to the termination of our agreement with JLT in respect of the transaction;


•	unexpected costs, liabilities, charges or expenses resulting from the transaction with JLT;


•	potential adverse reactions, changes to business relationships or competitive responses resulting from the announcement, pendency or consummation of the transaction with JLT;


•	the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or other claims against us;


•	our organization's ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary information, particularly given the large volume of our vendor network and the need to patch software vulnerabilities;


•	our ability to compete effectively and adapt to changes in the competitive environment, including to respond to disintermediation, digital disruption and other types of innovation;


•	the financial and operational impact of complying with laws and regulations where we operate, including cybersecurity and data privacy regulations such as the E.U.’s General Data Protection Regulation, anti-corruption laws and trade sanctions regimes;


•	the regulatory, contractual and reputational risks that arise based on insurance placement activities and various broker revenue streams;


•	the extent to which we manage risks associated with the various services, including fiduciary and investments and other advisory services;


•	our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster or otherwise;


•	the impact of changes in tax laws, guidance and interpretations, including related to certain provisions of the U.S. Tax Cuts and Jobs Act, or disagreements with tax authorities;


•	the impact of fluctuations in foreign exchange and interest rates on our results;


•	the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate; and


•	the impact of changes in accounting rules or in our accounting estimates or assumptions, including the impact of the adoption of the new revenue recognition, pension and lease accounting standards.

The factors identified above are not exhaustive. Further information concerning Marsh & McLennan Companies and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section and the "Management’s Discussion and Analysis of Financial Condition and

Results of Operations" section of our most recently filed Annual Report on Form 10-K. We caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. We undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.