Benefits Handbook

Internal Revenue Code Section 409A (Section 409A), enacted as part of The American Jobs Creation Act of 2004, imposes rules on how benefits under non-qualified plans (the SRP is a non-qualified plan) earned or vested after December 31, 2004 may be distributed. The portion of a non-qualified plan benefit earned or vested after December 31, 2004 is subject to Section 409A. The 409A SRP Benefit is also commonly referred to as the post-2004 SRP benefit.

This is the amount of benefit you have been credited with as a measurement date under the SRP's benefit formula, taking into account your Eligible Monthly Pay and Benefit Service. Your Accrued Benefit is expressed as a monthly payment in the form of a single life annuity commencing once you attain age 65.

In this summary, you will see the term actuarially equivalent used to describe the various payment forms under the SRP. Each payment form is Actuarially Equivalent which means that they are all of equal value determined by using the actuarial assumptions in the SRP. The differences in the amounts payable under each form reflect the nature of the various payment forms (e.g., guaranteed number of payments or payments over the course of two lives).

The date your benefit is deemed to commence. Your Benefit Commencement Date can be the first of any month following your termination date, but it cannot be earlier than your 55th birthday or later than the April 1 following the calendar year in which you attain age 70-1/2.

For Service on or after January 1, 2010 and prior to January 1, 2017

Generally, you will earn Benefit Service under the SRP for each month that you are an eligible employee (See "Eligibility – General Rules" under "Participating in the Plan" in the Marsh & McLennan Companies Retirement Plan section for details) and have Eligible Monthly Pay. Benefit Service is used to determine your SRP benefit accrual percentage.)

For Benefit Service Prior to January 1, 2010

Generally, you were credited Benefit Service under the SRP for each month that you were an eligible (See "Eligibility – General Rules" under "Participating in the Plan" in the Marsh & McLennan Companies Retirement Plan section for details) and had monthly eligible salaried pay.

If you were classified as an Hourly Employee, you did not earn Benefit Service before January 1, 2010.

Covered Compensation is the average Social Security Taxable Wage Bases for each year during the 35 year period ending with the year in which you attain your Social Security normal retirement age. The Social Security Taxable Wage Base is the maximum amount of annual earnings subject to the Social Security tax in any year. Currently, Social Security normal retirement age is 65 if you were born before 1938; 66 if you were born in 1938 through 1954; and 67 if you were born in 1955 or later. The Internal Revenue Service publishes updated covered compensation tables each year. A copy of the table can be found on the IRS website at www.irs.gov.

At the time of reference, a partner of the same or opposite sex with whom you are registered as Domestic Partner (or a term of similar meaning for example, civil union) in accordance with the requirements of a city, state, or municipality that recognizes domestic partnerships, if you have been registered as Domestic Partners for 12 months or longer.

If you are not registered as Domestic Partners or have been registered for fewer than 12 consecutive months, your partner will qualify as a Domestic Partner for the purposes of the SRP if you and your Domestic Partner satisfy all of the following criteria:

For service on and after January 1, 2010 and before January 1, 2017, Eligible Monthly Pay is your monthly base earnings paid during periods when you were employed as a US regular or temporary employee by a participating company. If you are paid on a salaried basis, your Eligible Monthly Pay is based upon the highest annual base salary rate in effect during a month (one-twelfth of your annual base salary rate). If you are paid on an hourly basis, your Eligible Monthly Pay is the base pay paid from a Plan-participating employer during the month.

If you are on an approved disability or qualified military leave, your Eligible Monthly Pay will be deemed to be the highest Eligible Monthly Pay you received during your last six months of active service with a participating company prior to the commencement of your approved disability or qualified military leave.

Eligible Monthly Pay does not include regular draw, overtime, bonuses, commissions and other extra compensation but does include before-tax salary reduction amounts that you may contribute to other programs sponsored by Marsh McLennan in which you were eligible to participate, such as the Marsh & McLennan Companies 401(k) Savings & Investment Plan or a Flexible Spending Account, but excluding pay you defer under the Supplemental Savings & Investment Plan. Eligible Monthly Pay will not exceed one-twelfth of the IRS limit on annual compensation in effect in which your Eligible Monthly Pay is credited. See "IRS Limit on Pay" under "What Pay Counts" in the Marsh & McLennan Companies Retirement Plan section for details.

For service prior to January 1, 2010, Eligible Monthly Salary is your monthly base salary paid during periods when you were employed as a salaried employee by a participating company. Salary does not include overtime, bonuses, commissions and other extra compensation but does include before-tax salary reduction amounts that you may contribute to other programs sponsored by Marsh McLennan in which you were eligible to participate, such as the Marsh & McLennan Companies 401(k) Savings & Investment Plan or a Flexible Spending Account, but excluding compensation you defer under the Supplemental Savings & Investment Plan. The amount of your salary that can be used in determining your Eligible Monthly Salary under the SRP is not subject to the IRS limit on annual compensation.

Final Average Salary is the highest consecutive 60-month average of your Eligible Monthly Salary paid during periods when you were employed as an eligible employee by a participating employer prior to January 1, 2017. Note that Final Average Salary is the highest consecutive 60-month average of Eligible Monthly Salary while an eligible employee, which may occur prior to the end of your employment in certain cases.

Internal Revenue Code Section 409A (Section 409A), enacted as part of The American Jobs Creation Act of 2004, imposes rules on how benefits under non-qualified plans earned and vested after December 31, 2004 may be distributed. The portion of a non-qualified plan benefit earned and vested as of December 31, 2004 is not subject to Section 409A, provided that it is paid in accordance with plan provisions in effect on or before October 3, 2004. The Grandfathered SRP Benefit is also commonly referred to as the pre-2005 SRP benefit.

An Hourly Employee (also known as a Contingent Employee from January 1, 2010 through December 31, 2010 and a Temporary Employee on and after January 1, 2011) is an employee hired directly by the Company, full-time or part-time, to perform various short term projects or special programs of a temporary nature whose employment will be terminated upon completion of their assignments, as well as those hired to work on an occasional or irregular basis.

Marsh McLennan HR Services

Phone: +1 866 374 2662

Your Normal Retirement Date is the first day of the month on or after attaining age 65.

A Salaried Employee (also known as a Regular Employee on and after January 1, 2011) is an employee who performs service on a regular basis with an indefinite employment period.

In accordance with the rules under Section 409A, a separation from service is deemed to occur when the numbers of hours you perform service for the company in a week are 20% or less of the average weekly hours you worked during the previous 3 year period. If you perform a service as a salaried-paid employee your regularly scheduled hours are used to determine the number of hours performed. If you should perform services as an hourly-paid employee or as an independent contractor, your actual hours will be used to determine if a separation from service has occurred. You do not have to terminate employment to incur a separation from service.

Additionally, a separation from service is deemed to occur if you are disabled, absent from work due to your own physical or mental condition and you are entitled to a benefit under the Marsh & McLennan Companies Long Term Disability Plan as determined under the Marsh & McLennan Companies Long Term Disability Plan for 29 consecutive months or if you are on an unpaid leave of absence for more than 6 months.

A Specified Employee is generally an employee who is one of the Company's 50 top-paid officers.

A Spouse is a person of the same or opposite-sex to whom you are legally married.

A plan that satisfies the Internal Revenue Service requirements governing retirement plans. Having Tax-Qualified Plan status allows an employer to set aside assets in a tax-exempt trust to fund participant benefits, without subjecting such participants to federal income tax until their benefits are actually distributed to them.

Vesting Service is your employment with the Company and its World-wide Controlled Group. Vesting Service is used to determine when you are eligible for the plan and when you are entitled to a non-forfeitable right to a benefit under the plan.

The definition of World-wide Controlled Group derives from the Internal Revenue Code and is complex. Very generally, the term World-wide Controlled Group refers to a group of corporations related by a common ownership interest, most often when one business (or a chain of businesses) owns 80% or more of one or more subsidiaries.