CALCULATION AGENCY AGREEMENT
MARSH & MCLENNAN COMPANIES, INC. AND
THE BANK OF NEW YORK MELLON
FLOATING RATE SENIOR NOTES DUE 2021
THIS AGREEMENT is made as of January 15, 2019, between MARSH & MCLENNAN COMPANIES, INC., a Delaware corporation, (the Corporation) whose principal executive office is at 1166 Avenue of the Americas, New York, New York 10036-2774), and THE BANK OF NEW YORK MELLON, a New York banking corporation, whose principal corporate trust office is at 240 Greenwich Street, Floor 7W, New York, New York 10286 (together with any successor, the Calculation Agent).
W I T N E S S E T H :
WHEREAS, the Corporation proposes to issue and sell certain of its securities designated as Floating Rate Senior Notes due 2021 (the Floating Rate Notes). The Floating Rate Notes are to be issued under an Indenture (the Base Indenture) dated as of June 15, 2011, between the Corporation and The Bank of New York Mellon, as Trustee (the Trustee), as amended and supplemented by the Eleventh Supplemental Indenture (the Supplemental Indenture) to be dated on or about January 15, 2019, between the Corporation and the Trustee. The Base Indenture and the Supplemental Indenture, each as amended and supplemented, are together referred to herein as the Indenture. Terms used but not defined herein shall have the meanings assigned to them in the Prospectus, dated July 30, 2018, and the Prospectus Supplement thereto, dated January 8, 2019, relating to the Floating Rate Notes.
For the purpose of appointing an agent to calculate the interest rate based on LIBOR (the Base Rates) on the Floating Rate Notes bearing interest at a rate calculated with reference to such Base Rates, the Corporation and The Bank of New York Mellon agree as follows:
1. Upon the terms and subject to the conditions contained herein, the Corporation hereby appoints the Calculation Agent as its Calculation Agent and Calculation Agent hereby accepts such appointment as the Corporations agent for the purpose of calculating the interest rates on the Floating Rate Notes in the manner and at the times provided in the Floating Rate Notes, the Prospectus Supplement and the related free writing prospectuses.
2. The Calculation Agent shall exercise due care to determine the interest rates on the Floating Rate Notes and shall communicate the same to the Corporation, the Trustee, The Depository Trust Company and any paying agent identified to it in writing as soon as practicable after each determination. The Calculation Agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect with respect to such Floating Rate Note and, if determined, the interest rate with respect to such Floating Rate Note which will become effective on the next Interest Reset Date. No amendment to the provisions of the Floating Rate Notes relating to the duties or obligations of the Calculation Agent hereunder may become effective without the prior written consent of the Calculation Agent, which consent shall not be unreasonably withheld.