First Supplemental Indenture, dated as of March 23, 2009



 Exhibit 4.1 
  
  
 MARSH & McLENNAN COMPANIES INC.,

 Issuer, 
 and 
 The Bank of New York Mellon, 
 Trustee

  
  
 FIRST SUPPLEMENTAL INDENTURE 
 Dated as of
March 23, 2009 
  
  
 $400,000,000 aggregate principal amount of 9.25% Senior Notes Due 2019 
  

 







 FIRST SUPPLEMENTAL INDENTURE, dated as of March 23, 2009, between MARSH & McLENNAN
COMPANIES, INC., a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”) 
 WITNESSETH: 
 WHEREAS, the Issuer and the Trustee executed and delivered an Indenture,
dated as of March 23, 2009 (the “Base Indenture” and as supplemented hereby, the “Indenture”), to provide for the issuance by the Issuer from time to time of senior debt securities evidencing its unsecured
indebtedness, to be issued in one or more series as provided in the Indenture; 
 WHEREAS, pursuant to a Board Resolution, the Issuer has
authorized the issuance of a series of securities evidencing its senior indebtedness, consisting initially of $400,000,000 aggregate principal amount of 9.25% Senior Notes due 2019 (the “Original Notes” and, together with all the
Additional Notes (as defined herein), if any, hereinafter referred to, the “Notes”); 
 WHEREAS, the entry into this First
Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; 
 WHEREAS, the Issuer desires
to establish the terms of the Notes in accordance with Section 2.01 of the Indenture and to establish the form of the Notes in accordance with Section 2.02 of the Indenture; and 
 WHEREAS, all things necessary to make this First Supplemental Indenture a valid indenture and agreement according to its terms have been done.

 NOW, THEREFORE, for and in consideration of the premises, the Issuer and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective holders from time to time of the Notes as follows: 
 ARTICLE 1 
 Section 1.01. Terms of Notes. The following terms relating to the Notes are hereby established: 
 (a) The Notes shall constitute a series of securities having the title “9.25% Senior Notes due 2019”. 
 (b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $400,000,000. 







 (c) The entire outstanding principal of the Notes shall be payable on April 15, 2019 plus any unpaid
interest accrued to such date. 
 (d) The rate at which the Notes shall bear interest shall be 9.25% per annum; the date from which interest
shall accrue on the Notes shall be March 23, 2009 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be April 15 and
October 15 in each year, beginning October 15, 2009; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the April 1 and October 1 preceding the applicable Interest Payment Date;
and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. 
 (e)
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at then current Treasury Rate plus 50 basis points (the “Redemption Price”), plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. 
 (ii) (A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with
Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not
more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Note. 
 Each such notice of redemption shall specify the date fixed for
redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of
Manhattan, the City and State of 

  

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New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and,
that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less
than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued. 
 (B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date
fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection
of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $2,000, the Notes to be redeemed and shall
thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. 
 The
Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice
of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any
such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section. 
 Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of 

  

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such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of
any such Notes being redeemed in part. 
 If the giving of notice of redemption shall have been completed as above provided,
the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and
after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest. 
 (iii)
As used herein: 
 “Business Day” means any calendar day that is not a Saturday, Sunday or other day on which commercial
banks in New York, New York are authorized or required by law to remain closed. 
 “Comparable Treasury Issue” means the
United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 
 “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer.

 “Reference Treasury Dealer” means (i) Banc of America Securities LLC and its successors, (ii) Citigroup Global
Markets Inc. and its successors, (iii) J.P. Morgan Securities Inc. and its successors, and (iv) one or more Reference Treasury Dealers as the Issuer may specify from time to time; provided, however, that if any of them ceases to be a
primary U.S. Government securities dealer for The City of New York (each a “Primary Treasury Dealer”), the Issuer will substitute another Primary Treasury Dealer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue 

  

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(expressed as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third Business Day preceding such redemption date. 
 “Treasury Rate” means, with respect to any redemption date, the
rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. 
 The Treasury Rate shall be calculated on the third Business Day
preceding the redemption date. 
 With respect to Section 1.01(e)(i)(2) above, the Trustee shall be entitled to rely upon the
calculations of the Independent Investment Banker. 
 (f) (i) If a Change of Control Triggering Event occurs, unless the Issuer has exercised
its option to redeem those Notes by notifying the holders thereof to that effect as described in Section 1.01(e) above, the Issuer shall make an offer (a “Change of Control Offer”) to each holder of Notes to repurchase all or
any part (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of that holder’s Notes on the terms set forth in this Section 1.01(f). In a Change of Control Offer, the Issuer shall offer payment in
cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following
any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer shall mail a notice to
holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that
the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. 
 (ii) On each Change of Control Payment Date, the Issuer shall, to the extent lawful: 
 (A)
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; 
  

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 (B) deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and 
 (C) deliver or cause to be delivered to the Trustee the
Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer
and to the repurchase by the Issuer of Notes pursuant to the Change of Control Offer have been complied with. 
 (iii) The Issuer shall not
be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the
Issuer and the third party repurchases all Notes properly tendered and not withdrawn under its offer. 
 The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions herein, the Issuer will comply with those securities laws and regulations and shall not be deemed to
have breached its obligations under the Change of Control Offer provisions herein by virtue of any such conflict. 
 (iv) As used herein:

 “Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Issuer’s assets and the assets of its subsidiaries, taken as a whole, to any person,
other than the Issuer or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Issuer’s outstanding Voting Stock or other Voting Stock into which the Issuer’s Voting Stock is reclassified, consolidated, exchanged or changed,
measured by voting power rather than number of shares; (3) the Issuer consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in
which any of the Issuer’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or 

  

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other property, other than any such transaction where the shares of the Issuer’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day
on which a majority of the members of the Issuer’s board of directors are not Continuing Directors; or (5) the adoption of a plan relating to the Issuer’s liquidation or dissolution. Notwithstanding the foregoing, a transaction will
not be deemed to involve a Change of Control under clause (2) above if (i) the Issuer becomes a direct or indirect wholly owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to that transaction or (B) the shares of the Issuer’s Voting Stock outstanding immediately prior
to such transaction are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction. The term “person,” as used in this definition, has the meaning given
thereto in Section 13(d)(3) of the Exchange Act. 
 “Change of Control Triggering Event” means the occurrence of both a
Change of Control and a Rating Event. 
 “Continuing Directors” means, as of any date of determination, any member of the
Issuer’s board of directors who (1) was a member of the Issuer’s board of directors on the date the Original Notes were issued or (2) was nominated for election, elected or appointed to the Issuer’s board of directors with
the approval of a majority of the Continuing Directors who were members of the Issuer’s board of directors at the time of the nomination, election or appointment (either by a specific vote or by approval of the Issuer’s proxy statement in
which that member was named as a nominee for election as a director, without objection to the nomination). 
 “Fitch” means
Fitch Inc. and its successors. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Issuer. 
 “Moody’s” means Moody’s Investors Service, Inc. and its successors. 
 “Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases
to rate the Notes or fails to make a rating of the Notes publicly available for reasons beyond the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c 3-1(c)(2)(vi)(F) under the
Exchange Act selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be. 
  

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 “Rating Event” means the rating on the Notes is lowered by at least two of the three
Rating Agencies and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies, in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of the
Issuer’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control. 
 “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors. 
 “Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at
the time entitled to vote generally in the election of the board of directors of that person. 
 (g) The Notes shall be issuable in
denominations equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof. 
 (h) The Trustee shall also be
the security registrar and paying agent for the Notes. 
 (i) Payments of the principal of and interest on the Notes shall be made in U.S.
dollars, and the Notes shall be denominated in U.S. dollars. 
 (j) The holders of the Notes shall have no special rights in addition to
those provided in the Indenture upon the occurrence of any particular events. 
 (k) The Notes shall not be subordinated to any other debt of
the Issuer, and shall constitute senior unsecured obligations of the Issuer. 
 (l) The Notes shall be issued as a Global Security and The
Depository Trust Company, New York, New York shall be the initial Depository. The Notes are not convertible into shares of common stock or other securities of the Issuer. 
 Section 1.02. Form of Note. The form of the Notes is attached hereto as Exhibit A. 
  

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 Section 1.03. Additional Notes. Subject to the terms and conditions contained herein, the
Issuer may issue additional notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Original Notes, without the consent of the holders of the Original Notes then
Outstanding. Any such Additional Notes will be a part of the series having the same terms as the Original Notes. The aggregate principal amount of the Additional Notes, if any, shall be unlimited. The Original Notes and the Additional Notes, if any,
of such series shall constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers and redemptions. 
 Section 1.04. Amendment of Section 6.01(a)(i) of the Indenture. For purposes of the Notes, Section 6.01(a)(i) of the Indenture is hereby amended by deleting that entire section and replacing it
with the following language: 
 “the Issuer defaults in the payment of any installment of interest upon the Notes, as and
when the same shall become due and payable, and continuance of such default for a period of 30 days; provided, however, that a valid extension of an interest payment period by the Issuer in accordance with the terms of any indenture
supplemental hereto, shall not constitute a default in the payment of interest for this purpose;” 
 ARTICLE 2 
 MISCELLANEOUS 
 Section 2.01. Definitions. Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed thereto in the Indenture. 
 Section 2.02. Confirmation of Indenture. The Indenture, as heretofore supplemented and amended and as further supplemented and amended by
this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this First Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument. 

Section 2.03. Concerning the Trustee. The Trustee assumes no duties, responsibilities or liabilities by reason of this First Supplemental
Indenture other than as set forth in the Indenture and, in carrying out its responsibilities hereunder, shall have all of the rights, protections and immunities which it possesses under the Indenture. 
 Section 2.04. Governing Law. This First Supplemental Indenture, the Indenture and the Notes shall be governed by and construed in accordance
with the law of the State of New York. 
  

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 Section 2.05. Separability. In case any provision in this First Supplemental Indenture shall
for any reason be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 2.06. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, this First Supplemental Indenture has been duly executed by the Issuer and the
Trustee as of the day and year first written above. 
  

			
	MARSH & McLENNAN COMPANIES, INC.
		
	By:	 	 /s/ Alan W. Bieler

	Name:	 	Alan W. Bieler
	Title:	 	Vice President and Treasurer










			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Timothy W. Casey

	Name:	 	Timothy W. Casey
	Title:	 	Assistant Treasurer









 Exhibit A 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO, HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES
AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE BASE INDENTURE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
  

				
	 Certificate No. 1
	  	$	400,000,000
	CUSIP 571748AQ5	  		

 MARSH & McLENNAN COMPANIES, INC. 
 9.25% Senior Notes 
 due April 15, 2019 
 MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (the “Issuer”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or its registered assigns, the principal sum of FOUR HUNDRED MILLION dollars ($400,000,000) (which aggregate principal amount may from time to
time be increased or decreased to such other aggregate principal amounts by adjustments made on the Schedule of Increases or Decreases in Global Security 

  

 A-1 








 
attached hereto) on April 15, 2019 and to pay interest on said principal sum from March 23, 2009 or from the most recent interest payment date
(each such date, an “Interest Payment Date”) to which interest has been paid or duly provided for semiannually on April 15 and October 15 of each year commencing October 15, 2009 at the rate of 9.25% per annum
until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment
of interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not
a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (hereafter defined), be paid to the person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest installment which shall be April 1 or October 1 preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for
(as defined in the Indenture, the “Defaulted Interest”) shall forthwith cease to be payable to the registered holders on such regular record date, and may be paid to the person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such Defaulted Interest, which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment, and
not less than 10 days after the receipt by the Trustee of the notice of the proposed payment or at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any
coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Issuer by check mailed
to the registered holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the registered holder of this Note is Cede & Co., the payment of the principal of (and premium, if any) and
interest on this Note will be made at such place and to such account as may be designated by DTC. 
 The indebtedness evidenced by this Note
is, to the extent provided in the Indenture, senior and unsecured and will rank in right of payment on parity with all other senior unsecured obligations of the Issuer. 
  


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 This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or
become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. 
 The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. 
  

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 IN WITNESS WHEREOF, the Issuer has caused this instrument to be executed. 
 Dated: March 23, 2009 
  

			
	MARSH & McLENNAN COMPANIES, INC.
		
	By:	 	  

	Name:	 	Vanessa A. Wittman
	Title:	 	Executive Vice President and Chief Financial Officer
		
	By:	 	  

	Name:	 	Alan W. Bieler
	Title:	 	Vice President and Treasurer


  

					
	Attest:	 	
			
		 	By:	 	  

		 	Name:	 	Lucy Fato
		 	Title:	 	Deputy General Counsel and Corporate Secretary

  

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 CERTIFICATE OF AUTHENTICATION 
 This is one of the Notes of the series of Notes described in the within-mentioned Indenture. 
  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By	 	  

		 	Authorized Signatory

  

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 ASSIGNMENT FORM 
 FOR VALUE RECEIVED, the undersigned hereby 
 sells, assigns and transfers to 
  
  
 (Insert Social Security number or other identifying number of assignee) 
  
  
 (Please print or typewrite name and address,
including zip code of assignee) 
  
  
 the within Note of Marsh & McLennan Companies, Inc. and hereby does irrevocably constitute and appoint 
  
  
  
  
 Attorney to transfer said Note on the books of the within-named
Issuer with full power of substitution in the premises. 
  

							
	Dated:	 	  
	  		  	  

		 	  
	  		  	

 Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan
associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 
 NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever. 
  

 A-6 








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 MARSH & McLENNAN COMPANIES, INC. 
 9.25% Senior Notes due April 15, 2019 
 The initial aggregate principal amount of this Global Security is $400,000,000. The
following increases or decreases in this Global Security have been made: 
 No:
             
  

							
	 Date
	 	 Principal Amount of this
 Global Security
	 	 Notation Explaining
 Principal Amount Recorded
	 	 Signature of authorized
 officer of Trustee or
 Depositary

	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 

  

 A-7 








 MARSH & McLENNAN COMPANIES, INC. 
 9.25% Senior Notes due 2019 
 This Note is one of a duly authorized series of
Securities (referred to in the Base Indenture (hereafter defined)), of the Issuer (herein sometimes referred to as the “Notes”), all such Securities issued or to be issued in one or more series under and pursuant to an indenture
(the “Base Indenture”) dated as of March 23, 2009 between the Issuer and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented in the case of the Notes by the First Supplemental Indenture
dated as of March 23, 2009 between the Issuer and the Trustee (the Base Indenture, as so supplemented, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the holders of the Notes. This series of Notes is initially limited in aggregate principal amount as specified in said First Supplemental
Indenture. This series of Notes and any Additional Notes of this series shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The terms and conditions of this series of
Notes and any Additional Notes of this series (other than the issue price, the date of issuance, the payment of interest accruing prior to the issue date of the Additional Notes and the first payment of interest following such issue date) shall be
the same and shall bear the same CUSIP number. 
 The Notes may be redeemed in whole at any time or in part from time to time, at the option
of the Issuer, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to
be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at then current Treasury Rate plus 50 basis points (the
“Redemption Price”), plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the
Notes, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before
the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the
registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the
redemption of any Note. 
  

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 Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at
which the Notes are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation
and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any such
Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part
shall specify the particular Notes to be redeemed. In case any Note is to be redeemed in part only, the notice that relates to such Note shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued. 
 If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the
Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000
in excess thereof) of the principal amount of such Notes of a denomination larger than $2,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part.

 The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice
President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Note, such notice to be in the name of the Issuer or its own name as the Trustee
or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying
agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions
stated herein. 
 Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the
transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close 

  

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of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except
the unredeemed portion of any such Notes being redeemed in part. 
 If the giving of notice of redemption shall have been completed as above
provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue
on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest. 
 If a Change of Control Triggering Event occurs, unless the Issuer has exercised its option to redeem those Notes by notifying the holders thereof to that effect as described above, the Issuer shall make an offer (a “Change of
Control Offer”) to each holder of Notes to repurchase all or any part (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of that holder’s Notes on the terms set forth below. In a Change of
Control Offer, the Issuer shall offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (a “Change of
Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Issuer’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the
Change of Control, the Issuer shall mail a notice to holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of
consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. 
 On each Change of Control Payment Date, the Issuer shall, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer, deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered, and deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and
to the repurchase by the Issuer of Notes pursuant to the Change of Control Offer have been complied with. 
  

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 The Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of
Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party repurchases all Notes properly tendered and not withdrawn
under its offer. 
 The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or
regulations conflict with the Change of Control Offer provisions herein, the Issuer will comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions herein
by virtue of any such conflict. 
 The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of the Securities of all of the series at the time Outstanding affected thereby (all such series voting together as a single class), as defined in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes;
provided, however, that no such supplemental indenture shall, without the consent of the holders of each Note then Outstanding and affected thereby (i) extend the fixed maturity of any Securities, including the Notes, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby (all such series voting together
as a single class), to waive any past default in the performance of any of the covenants contained in the Base Indenture, or established pursuant to the Base Indenture with respect to such series, and its consequences, except a default in the
payment of the principal of or premium, if any, or interest on any Securities, including the Notes, in which case, each such affected series voting as a separate class. Any such consent or waiver by the registered holder of this Note (unless revoked
as provided in the Base Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or waiver is made upon this Note. 
  

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 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. 
 The Issuer is subject to certain covenants contained in the Indenture with respect to, and for the benefit of the holders of, the Notes. The Trustee
shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants contained in the Indenture or with respect to reports or other certificates filed under the Indenture; provided,
however, that nothing herein shall relieve the Trustee of any obligations to monitor the Issuer’s timely delivery of all reports and certificates required under Section 5.03 of the Base Indenture and to fulfill its obligations under
Article VII of the Indenture. If an Event of Default as defined in the Indenture with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in
the Indenture. 
 As provided in and subject to the provisions of the Indenture, the holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such holder shall have previously given the Trustee written notice of a continuing Event of Default
with respect to the Notes, the holders of not less than 25% in principal amount of the Outstanding Notes (in the case of an Event of Default described in clauses (a)(i) or (a)(ii) of Section 6.01 of the Base Indenture, each such series voting
as a separate class, and in the case of an Event of Default described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of Section 6.01 of the Base Indenture, all affected series voting together as a single class) shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall have failed to institute any such proceeding for 60 days after
receipt of such notice, request and offer of indemnity and the Trustee shall not have received from the holders of a majority in principal amount of the Notes at the time Outstanding (voting as provided in Section 6.01 (b) of the Base
Indenture) a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the holder of this Note for the enforcement of any payment of principal hereof or any interest on or after the respective due dates
expressed herein. 
 As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the
registered holder hereof on the Security Register of the Issuer, upon surrender of this Note for registration of transfer at the office or agency of the Issuer in the borough of Manhattan, the City and State of New York accompanied by a written
instrument or instruments of transfer in form satisfactory to the Issuer or the Trustee duly executed by the registered 

  

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holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto. 
 Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, any paying agent
and any Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Issuer nor the Trustee nor any paying agent nor any Note Registrar
shall be affected by any notice to the contrary. 
 No recourse shall be had for the payment of the principal of or the interest on this
Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Issuer or of any predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released. 
 The Notes are issuable only in registered form without coupons in authorized
denominations. As provided in the Indenture and subject to certain limitations herein and therein set forth, Notes so issued are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the
holder surrendering the same. 
 All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in
the Indenture. 
 THE INDENTURE AND THE NOTES INCLUDING THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK. 
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has
caused “CUSIP” numbers to be printed on the Notes as a convenience to the holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on
the other identification numbers printed hereon. 
  

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 Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes. 
  

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