CELEX: 32019M9196
Language: en
Date: 2019-03-22 00:00:00
Title: Commission Decision of 22/03/2019 declaring a concentration to be compatible with the common market (Case No COMP/M.9196 - Marsh & McLennan Companies, Inc. / Jardine Lloyd Thompson Group plc) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 22.03.2019
                                                                C(2019) 2351 final
                                                                              PUBLIC VERSION
                                                                In the published version of this decision,
                                                                some information has been omitted
                                                                pursuant to Article 17(2) of Council
                                                                Regulation (EC) No 139/2004 concerning
                                                                non-disclosure of business secrets and
                                                                other confidential information. The
                                                                omissions are shown thus […]. Where
                                                                possible the information omitted has been
                                                                replaced by ranges of figures or a general
                                                                description.
                                                                To the notifying party
Subject:            Case M.9196 – MARSH & MCLENNAN COMPANIES / JARDINE
                    LLOYD THOMPSON GROUP
                    Commission decision pursuant to Article 6(1)(b) in conjunction with
                    Article 6(2) of Council Regulation No 139/20041 and Article 57 of the
                    Agreement on the European Economic Area2
Dear Sir or Madam,
(1)       On 1 February 2019, the Commission received notification of a concentration
          pursuant to Article 4 of the Merger Regulation, which would result from a
          proposed transaction by which Marsh and McLennan Companies Inc (“MMC”, or
          “the Notifying Party”) incorporated in the United States intends to acquire sole
          control, within the meaning of Article 3(1)(b) of the Merger Regulation, over the
          whole of Jardine Lloyd Thompson plc (“JLT”), incorporated in the United
          Kingdom (“the Transaction”).3 The concentration is to be achieved by way of
          public bid announced on 18 September 2018. MMC and JLT are designated
          hereinafter as “the Parties”. The undertaking that would result from the
          Transaction is referred to as “the combined entity”.
1    OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on
     the Functioning of the European Union ('TFEU') has introduced certain changes, such as the
     replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The terminology of
     the TFEU will be used throughout this decision.
2    OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3    Publication in the Official Journal of the European Union No C 53, 11.02.2019, p. 5.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 1. THE PARTIES
(2)     MMC is a global professional services firm offering clients advice and solutions
        in the areas of risk, strategy and people. MMC consists of four key lines of
        business operated by the following entities (i) Marsh, active in insurance broking
        and risk management solutions; (ii) Guy Carpenter, active in reinsurance and
        capital strategies; (iii) Mercer, active in health, wealth and career consulting; and
        (iv) Oliver Wyman, a strategy, economic and brand consultancy.
(3)     JLT is a publicly listed company incorporated in 1997. JLT has two principal
        business areas: (i) Risk & Insurance, encompassing insurance and reinsurance
        broking; and (ii) Employee Benefits, comprising advice and services to
        companies, pension trustees and individuals, including retirement solutions;
        benefits consulting; wealth and investment management; and technology
        solutions.
2. THE TRANSACTION
(4)     On 18 September 2018, MMC announced its intention to make a public offer
        under section 2.7 of the City Code on Takeovers and Mergers to acquire the entire
        issued and to be issued share capital of JLT. The Transaction is intended to be
        implemented by way of a court-sanctioned scheme of arrangement pursuant to
        Part 26 of the Companies Act 2006. MMC also has the right to implement the
        Transaction by way of a takeover offer pursuant to Part 28 of the Companies Act
        2006. After completion, MMC will hold directly 100% of the shares in JLT,
        following which the JLT business will be integrated into MMC’s business. JLT
        will be delisted from the London Stock Exchange and be re-registered as a private
        limited company.
(5)     The Transaction would therefore result in a concentration within the meaning of
        Article 3(1)(b) of the Merger Regulation.
3. UNION DIMENSION
(6)     The undertakings concerned have a combined aggregate world-wide turnover of
        more than EUR 5 000 million4 (MMC: EUR 12 425.3 million and JLT EUR 1
        572.8 million). Each of them has an Union-wide turnover in excess of EUR 250
        million (MMC EUR […] million; JLT EUR […] million). JLT achieves two-
        thirds of its aggregate Union-wide turnover in the UK, but Marsh does not.
(7)     The concentration has therefore an Union dimension pursuant to Article 1(2) of
        the Merger Regulation.
4   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission
    Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).
                                                       2
 ---pagebreak--- 4. RELEVANT MARKETS
(8)     The Parties are both active primarily in the provision of insurance and reinsurance
        broking services, as well as in the provision of retirement and employee benefits-
        related services such as the fiduciary management of pension funds.
(9)     The overlap between the Parties’ activities leads to affected markets in the broker
        services for Aircraft Operators, Aerospace Manufacturing, Energy, Space and
        FinPro and on the market for fiduciary management services. As the provision of
        reinsurance (including retrocessional reinsurance) broking services, and the
        provision of retirement and employee benefits services (with the exception of
        fiduciary management of pension funds) are not affected markets, they will not be
        further discussed in this Decision.
(10)    In its previous decision Marsh&McLennan / Sedgwick5, the Commission noted
        that the product markets are likely to be more limited in scope than the
        distribution of insurance services in general, comprising distribution by direct
        writers, tied agents and intermediaries such as banks and brokers. The
        Commission considered a distinction can be made between the distribution of life
        and non-life insurance, as different providers tend to be involved and the
        distribution of life insurance in Europe is regulated separately from other types of
        insurance. The Commission also considered whether non-life insurance
        distribution could be further segmented based on (a) sales channels, (b) customer
        size/type, or (c) business sector / risk type. The Commission ultimately left the
        exact product market definition open6.
    4.1. Brokerage and other insurance management alternatives
(11)    The Parties operate as insurance brokers servicing large, generally multinational
        companies with highly technical operations – such as energy companies or airline
        operators – by placing their risk in the insurance market.
(12)    The activities of brokers are different from those of insurers and subject to a
        different regulatory framework7. The typical broker services provided by the
        Parties consist in assisting clients in securing suitable and competitive cover to
        achieve their risk management goals. For that purpose, brokers will scan the
        insurance market for an insurer or a consortium of insurers capable of carrying
        the client’s risks. They will typically conduct the negotiation with the insurer(s)
        on behalf of their clients with the goal of achieving the best possible rates and
        conditions. In addition to these intermediation services, brokers can also provide
        advisory services, such as on risk management strategies or policy wording. In the
        event that the client has to make a policy claim, brokers will typically also handle
        the process vis-à-vis the insurer. These additional services are equally valued by
        customers, and clearly separate broking activities from other insurance
        distribution channels.
(13)    According to the Parties, the market for the distribution of commercial non-life
        insurance for specialty sectors ought to be defined by taking into account all the
5   See IV/M.1307 – Marsh & McLennan / Sedgwick (1998), recital (19).
6   See IV/M.1307 – Marsh & McLennan / Sedgwick (1998), recital (19).
7   IV/M.1280 – KKR / Willis Corroon (1998)
                                                  3
 ---pagebreak---           risk management channels available to its customers: (i) using a broker to place
          risks on the insurance market; (ii) retaining the risk (including through the use of
          captive insurers8); (iii) placing the risk directly with an insurer and (iv) accessing
          alternative forms of capital. In the Parties’ view, these channels are
          interchangeable and are equally attractive risk management alternatives for
          customers.
(14)      The Commission considers that the relevant product market is limited to the
          distribution of insurance via brokers, as the market investigation revealed that
          most customers consider that the other risk management channels are not
          substitutes for broking services, at least as far as corporate customers are
          concerned9. The Commission noted in Marsh & McLennan / Sedgwick that
          corporate customers clearly distinguish between the types of services they can
          procure from brokers and from insurers10. The results of the present market
          investigation confirmed that large corporate customers in the specialties
          concerned consider the activities of brokers as a separate from those of insurers,
          and that they do not consider insurers to compete directly with brokers in the
          distribution of insurance for large risks11. Moreover, the vast majority of insurers
          consulted in the market investigation do not operate their own distribution
          network which would enable them to compete with brokers directly, and none of
          them considers it viable to create one12.
(15)      Concerning risk retention as a viable alternative to corporate customers, there are
          different degrees to which this option is relevant depending on the specialty risk
          considered. For the most part, however, the market investigation revealed that
          customers would generally retain only small portions of their risk portfolio13,
          which did not appear to decrease their need for broker services. The decision to
          set up a captive insurer appears to be a strategic choice for companies, influenced
          by strategic considerations such as risk appetite, prevailing market prices and the
          skills available to the company14. Even when customers retain risk, brokers might
          still provide additional services such as managing the captive insurer where the
          risk can be placed15. In conclusion, broker services are also distinct from risk
          retention and belong to separate markets from other insurance management
          channels.
     4.2. Risk broking specialties
(16)      Taking the assessment in Section 4.1 into account, wherein the Commission
          concludes that broking is a separate form of insurance distribution, this Section
          will focus on the plausible sub-segmentations of the market for brokerage.
8   A captive insurer is a distinct entity, typically within the same corporate group as its parent entity, that
    acts as an insurer for other entities within the group. The captive insurer is a separate, licensed body
    that writes policies and received premiums just as a third party insurer would. Some captive insurers
    also act as insurers for third party risk.
9 Replies to questionnaire Q1 – customers, question 6.
10 IV/M.1307 Marsh & McLennan / Sedgwick (1998), recital (13)
11 Replies to questionnaire Q1 – customers, question 15.
12 Replies to questionnaire Q2 – insurers, questions 7.1 and 8.
13 Replies to questionnaire Q1 – customers, question6.
14 See minutes of call with customer on 18.01.2019 at 2:30 pm.
15 Replies to questionnaire Q1 – customers, question 4.
                                                            4
 ---pagebreak--- (17)   The Parties submit that their activities only overlap for large corporates and
       middle-market corporate clients. For the purpose of this decision, the Commission
       thus does not further assess the possibility to segment the market of non-life
       insurance broking based on customer size/type. The Commission also notes that
       the activities of the Parties are not segmented along the lines of customer-size but
       based on risk-type or business sector.
(18)   In relation to a possible segmentation of the market for insurance broking by
       business sector / risk type, the Parties submit that such segmentation does not
       exist and that segmentation varies across brokers. However, the Parties also
       submit that brokers generally sub-segment the market for non-life insurance
       broking between broking for property and casualty risks (“P&C”) and broking for
       a number of specialty risks (“Specialties”). The Parties further submit that it is not
       appropriate to segment commercial non-life broking into narrower business
       sector/risk types, since there is significant supply-side substitutability across and
       within P&C and Specialties. According to the Parties, the basic skills for broking
       are largely the same across all risk categories and the client relationships and
       industry expertise resides within small and mobile teams. In their view, expansion
       into new broking areas is speedy and not very costly, with the threat of new entry
       constantly exerting constant pressure on incumbents.
(19)   However, the Commission considered in a previous decision16 that as regards
       certain industries as well as certain risk types, distinct markets may be identified
       by reasons of limited substitutability on both demand and supply-side.
       Concerning supply-side substitutability, the Commission found that for certain
       product lines or sectors of the market for the distribution of non-life insurance, a
       considerable degree of knowledge and specialisation is required in order to
       compete effectively. The Commission ultimately left the market open.
(20)   The results of the market investigation support the Commission’s previous views
       on the limited scope for demand-side substitutability. Most customers17 indicate
       that each risk type / business sector requires specific know-how and a good track
       record. The market investigation also showed that brokers tend to have
       specialized teams for a business sector / risk type and that the perception of which
       competitors are stronger varies for each sectors / risk type18. Customers active in a
       particular industry also do not consider it realistic to switch to a broker that does
       not have the necessary expertise or proven track-record in that particular industry,
       indicating a lack of demand-side substitutability at the level of business sector /
       risk type19.
(21)   As regards the potential supply-side substitutability, competitors to the Parties
       noted during the market investigation that experienced teams with strong
       technical capabilities are needed to build customer and market relationships20.
       Also, there are high barriers to entry into sectors / risk types not currently covered
       by a broker particularly as concerns the requirements for a good track record,
16 See IV/M.1307 Marsh & McLennan / Sedgwick (1998), recital (18).
17 Replies to the questionnaire Q1 – customers, questions 23, 24, 25 and 26.
18 Replies to questionnaire Q1 – customers, questions 23, 24, 25 and 26.
19 Replies to questionnaire Q1 – customers, questions 23, 24, 25 and 26.
20 Customer reply to questionnaire Q3 – competitors, question 12.1
                                                       5
 ---pagebreak---        ample data, and industry expertise21. These factors appear to indicate that there is
       little supply-side substitutability between business sector / risk types.
(22)   For the purpose of this Decision, the Commission therefore considers that the
       market for non-life insurance brokerage can be further segmented based on
       business sector / risk type. The Commission concludes from the market
       investigation that a segmentation based on business sectors / risk types
       corresponds with customers’ identification of homogenous risks and competitors’
       preference to structure their company based on the different risk types (e.g. a
       separate division for Energy or Aerospace Manufacturing). The Commission
       therefore considers that a segmentation of the brokerage market based on business
       sector / risk type is the most appropriate for the purpose of this Decision.
(23)   Following the Commission’s conclusion on the narrowest plausible market
       segmentation, the Commission notes that the Parties’ activities overlap in the
       provision of specialised broker services for Aircraft Operators, Aerospace
       Manufacturing, Energy, Space and FinPro. FinPro is the insurance broking
       segment that covers the risks associated with the professional indemnity of
       directors, managers, and employees as well as the financial exposures of a
       company.
        4.2.1. Broker services for Aircraft Operators
(24)   Both Parties are active in the broking of commercial insurance for aircraft, jet
       fleet and rotor fleet operators. This type of insurance predominantly consists of
       the coverage against damage to the aircraft (“hull coverage”) and general liability
       to passengers and third parties. Ancillary coverage covering replacement/repair of
       spare parts and/or coverage against damage or liability arising out of malicious
       acts (e.g. war or terrorism) is also typically distributed in this business line.
(25)   The aircraft insurance industry is characterised by the threat of very low
       frequency catastrophic events that can trigger very high losses on airline
       operators. Customers in this segment seek on the one hand good insurance
       premiums, but they also expect brokers to provide skilful claims handling services
       should any catastrophic event happen22. Customers purchase such a specific
       combination of reach, business and technical expertise, and track record that a
       separate product market might be considered on the basis of customer
       characteristics alone.
             4.2.1.1.     Product market Definition
(26)   The Parties submit that the relevant product market is that of the distribution of
       Aircraft Operators insurance, regardless of channel. In their view, brokers
       compete with third party and captive insurers in the distribution of insurance in
       this segment.
(27)   The Commission has not previously considered the existence of a separate
       product market for the distribution of commercial aircraft operator insurance.
       However, it has noted in the past that a distinct market for the distribution of
21 Replies to questionnaire Q1 – customers, questions 14 and 18.
22 Replies to questionnaire Q1 – customers, question 7.
                                                        6
 ---pagebreak---          specialty insurance for certain industries – including for aviation – could
         potentially exist23. The market investigation confirmed that most commercial
         aircraft respondents identified Aircraft Operators as a distinct market and that
         they generally contract separate brokers for different types of risks24.
(28)     As far as the distribution channel is concerned, as already discussed in section 4.1
         the market investigation confirmed that neither dealing directly with third party
         insurers, nor setting up a captive are considered to be appropriate alternatives in
         the management of large aviation risks25.
(29)     Therefore, based on the reasoning above, the Commission concludes that for the
         purpose of this Decision, the relevant product market is the broking of
         commercial Aircraft Operators insurance.
              4.2.1.2.     Geographic market definition
(30)     The Parties submit that the geographic scope for the Aircraft Operators market is
         at least EEA-wide. The Commission has not previously considered the
         geographic scope of an Aircraft Operators market.
(31)     The market investigation has confirmed that the large majority of customers in
         this segment purchase broking services at a global level. Most airlines surveyed
         had operations in territories larger than the EEA, prompting them to purchased
         insurance brokerage at a global level to ensure consistent coverage for all
         countries where they operate in. However, there were also indications that the
         market characteristics at EEA level were different to those at global level,
         particularly in the number of available competitors, which appeared to be more
         reduced at EEA than at global level.26
(32)     For the purposes of the present analysis, the exact geographic scope of the market
         for the broking of commercial Aircraft Operator insurance can be left open
         between EEA and global, since the competitive assessment would remain the
         same, and serious concerns arise under both possible geographic market
         definitions.
         4.2.2. Broker services for Aerospace Manufacturing
              4.2.2.1.     Product market definition
(33)     The market for the Specialty sector of Aerospace Manufacturing refers to the
         distribution of commercial insurance to cover risks associated with the
         manufacturing of aerospace products. Manufacturers of aerospace components
         purchase cover to insure against damage caused by, or liability arising out of,
         defects in their products. The most common risk types in this specialty are
         manufacturers’ hull and liability and aircraft product liability. Other risk types
         include insurance for airframe, engine part and component manufacturers.
23 See IV/M.1307 Marsh & McLennan / Sedgwick (1998), recital (18).
24 Replies to questionnaire Q1 – customers, questions 4 and 23.
25 Replies to questionnaire Q1 – customers, questions 6 and 15.
26 Replies to questionnaire Q1 – customers, question 6.
                                                         7
 ---pagebreak--- (34)   The Parties submit that, if the Commission were to segment the market for the
       distribution of commercial non-life insurance, the narrowest plausible product
       market in relation to Aerospace Manufacturing would be the distribution of all
       commercial Aerospace Manufacturing insurance, regardless of the specific
       channel (see also recital (13)). The Parties submit that there is significant
       demand-side substitutability between each of these channels, allowing clients to
       flex between the various alternatives depending on their attractiveness. However,
       as described in recital (15) the Commission considers broker services to form a
       separate market from the other risk management channels.
(35)   The Commission has not previously assessed the market for broker services in the
       Specialty sector of Aerospace Manufacturing. The Commission noted in a
       previous decision that a distinct market for the distribution of specialty insurance
       for certain industries – including for aviation – could potentially exist27. However,
       the product market definition was ultimately left open.
(36)   According to the results of the market investigation, nearly all customers in this
       market consider there is little to no direct competition from insurers 28 and that the
       market for the Specialty sector of Aerospace Manufacturing does not lend itself to
       using other risk management channels than brokers29.
(37)   The insurers responding to the market investigation confirmed the customers’
       views, stating that the vast majority of their business in the Aerospace
       Manufacturing is realised through the intermediation of a broker 30. The insurers
       also confirmed that none of them currently operate their own distribution network
       in the market for Aerospace Manufacturing31.
(38)   Based on the results of the market investigation, the Commission concludes, for
       the purpose of this Decision, that the relevant product market includes the broking
       activities in the Specialty sector of Aerospace Manufacturing.
            4.2.2.2.     Geographic market definition
(39)   The Parties submit that the geographic market definition for broking in the
       Specialty sector of Aerospace Manufacturing is at least EEA-wide. The Parties
       refer to brokers’ ability to supply their services to clients wherever they are
       located, travelling to the client as and when necessary. The Parties also submit
       that Specialist brokers are able to operate using local office licenses, or partner
       with a local licensed broker.
(40)   The Commission has not assessed the market for broker services in the Specialty
       sector of Aerospace Manufacturing. In Marsh & McLennan / Sedgwick32, the
       Commission assessed the geographic scope of the overall market for insurance
       distribution but left open whether the relevant geographic market definition for
       insurance distribution is larger than national.
27 See IV/M.1307 Marsh & McLennan / Sedgwick (1998), recital (18).
28 Replies to questionnaire Q1 – customers, question 15.
29 Replies to questionnaire Q1 – customers, question 4.
30 Replies to questionnaire Q2– insurers, question 6.
31 Replies to questionnaire Q2– insurers, question 7.
32 See IV/M.1307 Marsh&McLennan / Sedgwick (1998), recital (21).
                                                       8
 ---pagebreak--- (41)   According to the results of the market investigation, the majority of customers in
       the market segment of Aerospace Manufacturing purchase broker services at a
       global or EEA-wide level33. The results of the market investigation with brokers
       also suggest that the competition between brokers for specialty risks such as
       Aerospace Manufacturing takes place on a larger geographic scope such as EEA-
       wide or global34.
(42)   For the purpose of this Decision, the Commission concludes that the geographic
       scope of the market for broker services in the specialty market of Aerospace
       Manufacturing is at least EEA-wide.
       4.2.3. Broker services for Space
            4.2.3.1.     Product market definition
(43)   The market for broking in the Specialty sector of Space refers to the distribution
       of commercial insurance to cover risks associated with damage and liability
       arising out of aircraft in orbit (e.g. satellites) as well as risks that might derail
       launches of such aircraft. The space industry is characterised by very high
       financial exposures due to the significant potential for high losses when an
       insured event occurs.
(44)   The Parties submit that if the Commission were to segment the market for the
       distribution of commercial non-life insurance, the narrowest plausible product
       market in relation to this specialty would be the distribution of all commercial
       Space insurance, regardless of the specific channel. According to the Parties, the
       market thus includes all different channels by which customers can satisfy their
       Space risk-management needs (see recital (13) for the description of all different
       channels). The Parties submit that there is significant demand-side substitutability
       between each of these channels, allowing clients to flex between the various
       alternatives depending on their attractiveness.
(45)   The Commission has not previously defined a separate product market for
       broking in the Specialty sector of Space. However, the Commission has noted in
       previous decision that a distinct market for the distribution of specialty insurance
       for certain industries – including for space – could potentially exist35. However,
       the product market definition was ultimately left open.
(46)   According to the results of the market investigation, nearly all customers in this
       market consider there is little to no direct competition from insurers36. This view
       is confirmed by the market investigation with insurers, which revealed that none
       of the participants in the investigation had developed their own distribution
       networks to compete with brokers such as the Parties37.
33 Replies to questionnaire Q1 – customers, question 8.
34 Replies to questionnaire Q3 – competitors, question 6.
35 See IV/M.1307 Marsh & McLennan / Sedgwick (1998), recital (18).
36 Replies to questionnaire Q1 – customers, question 15.
37 Replies to questionnaire Q2 – insurers, question 7.
                                                       9
 ---pagebreak--- (47)   Based on the results of the market investigation, the Commission concludes, for
       the purpose of this Decision, that the relevant product market is broking in the
       Specialty sector of Space.
            4.2.3.2.     Geographic market definition
(48)   The Parties submit that the geographic market definition for broking in the
       Specialty sector of Space is at least EEA-wide and should most appropriately be
       considered to be global in scope. The Parties refer to brokers’ ability to supply
       their services to clients wherever they are located, travelling to the client as and
       when necessary.
(49)   The Commission has not assessed the market for broker services in the Specialty
       sector of Space. In Marsh & McLennan / Sedgwick38, the Commission assessed
       the geographic scope of the overall market for insurance distribution but left open
       whether the relevant geographic market definition for insurance distribution is
       larger than national.
(50)   According to the results of the market investigation, the majority of customers in
       the market segment of Space purchase broker services at a global or EEA-wide
       level39. The results of the market investigation with brokers also suggest that the
       competition between brokers for specialty risks such as Space takes place on a
       larger geographic scope such as EEA-wide or global40.
(51)   For the purpose of this Decision, the Commission concludes that the exact
       geographic scope of the market for broker services in the specialty market of
       Space is at least EEA-wide.
       4.2.4. Broker services for Energy
(52)   The specialty of Energy insurance broking refers to the distribution of
       commercial insurance to cover the risks associated with the complex operations
       of the production chain for fossil fuels such as coal, oil and natural gas. This
       includes both upstream (i.e. exploration and extraction) and downstream (i.e.
       transformation of hydrocarbons into petroleum-based products) activities.
            4.2.4.1.     Product market definition
(53)   The Parties claim that further segmentation of the specialty would not be
       appropriate, as the skillset required to offer such services is broadly the same for
       both upstream and downstream processes. In their view, brokers readily compete
       with third party and captive insurers in the distribution of energy insurance. They
       conclude by submitting that the relevant product market is that of the distribution
       of energy insurance, regardless of channel.
(54)   The Commission has not previously assessed the existence of a separate market
       for energy insurance distribution. For the reasons outlined in recitals (14) and
38 See IV/M.1307 Marsh&McLennan / Sedgwick (1998), recital (21).
39 Replies to questionnaire Q1 – customers, question 8.
40 Replies to questionnaire Q3 – competitors, question 6.
                                                      10
 ---pagebreak---        (15), the Commission considers that the relevant market is not that of insurance
       distribution regardless of channel, but instead that of insurance broking in Energy.
(55)   The market investigation revealed that most customers identify either an energy
       market or an upstream/downstream market41, which would confirm the product
       market definition suggested by the Parties. As far as potential sub-segmentations
       in this specialty are concerned, the market investigation confirmed that most
       customers purchase both upstream and downstream insurance broking services
       from the same brokers when they are active in both markets42. Customers did not
       express any particularities or significant differences in the competitive landscape
       of the upstream and downstream energy insurance markets. There were little
       indications that any other the market sub-divisions would be appropriate or
       relevant.
(56)   In any event, for the purpose of this Decision, it can be left open whether broker
       activities in the segment of Energy constitute a separate product market from
       commercial non-life brokerage or whether it should be further segmented, since
       no doubts as to the compatibility of the notified concentration with the internal
       market arise under any plausible product market definition.
             4.2.4.2.     Geographic market definition
(57)   The Parties submit that the geographic scope for the Energy market is at least
       EEA-wide. They claim that oil and gas companies purchase insurance broking
       services for all of their global activities via a central purchasing function. In their
       view, adopting a smaller scope than at least EEA-wide would distort the nature of
       the market.
(58)   The Commission has not previously considered the existence or the geographic
       scope of a market for commercial broking of Energy insurance. The results of the
       market investigation would suggest that the large majority of customers in the
       market segment of Energy purchase broker services at a global level 43. Those who
       purchase at a national level do so because their operations are limited to only a
       few countries. This would appear to be in support of the Parties’ view that the
       market is at least EEA-wide.
(59)   The exact geographic scope of the market of Energy broking can be left open
       between EEA and global, since no serious doubts as to the compatibility of the
       notified concentration with the internal market arise under any plausible
       geographic market definition.
        4.2.5. Broker services for FinPro
(60)   FinPro is the insurance broking segment that covers the risks associated with the
       professional indemnity of directors, managers, and employees. It can also cover
       the financial exposures of a company, such as those borne from M&A transaction
       or cyber negligence, among others.
41  Replies to questionnaire Q1 – customers, question 4.
42  Replies to questionnaire Q1 – customers, question 4.
43 Replies to questionnaire Q1 – customers, question 8.
                                                       11
 ---pagebreak---               4.2.5.1.     Product market definition
(61)     The Parties submit that the skillset necessary to provide FinPro broking services
         is broadly similar across all risks, companies and industries. Moreover, they posit
         that in their FinPro insurance broking activities they compete with the other
         insurance distribution channels discussed above, namely placing the risk directly
         with the insurer, retaining risk, or accessing alternative forms of capital. In their
         view, FinPro insurance distribution should be the narrowest plausible product
         market.
(62)     The Commission notes that the market investigation has not given any reason to
         challenge the product definition advanced by the Parties as far as the business
         sector / risk type is concerned. On the other hand, for the reasons outlined in
         recitals (14) and (15), the Commission considers the relevant product market to
         be the broking of FinPro insurance, thus excluding all other distribution channels.
(63)     In any event, for the purpose of this Decision, it can be left open whether broker
         activities in the segment of FinPro constitute a separate product market from
         commercial non-life brokerage, since no doubts as to the compatibility of the
         notified concentration with the internal market arise under any plausible product
         market definition.
              4.2.5.2.     Geographic market definition
(64)     The Parties submit that FinPro insurance broking services are purchased by
         clients active in multiple jurisdictions, while at the same time acknowledging that
         professional indemnity is largely required by national laws across EU-member
         states. In their view, the relevant geographic market for FinPro is global or at least
         EEA-wide.
(65)     By contrast, the market investigation revealed that most customers purchase
         FinPro insurance brokerage at a national level44, and that customers have a
         preference for brokers with local presence45. These findings would favour an
         interpretation of the geographic market being national in scope. However, as the
         concentration in the market for FinPro does not raise serious doubts as to its
         compatibility with the internal market even under the narrowest possible
         geographic market definition, the relevant geographic market can be left open.
    4.3. Other products (non-broker activities of the Parties)
(66)     As stated in recital (8), the Parties are also active the provision of retirement and
         employee benefits related services, including fiduciary management for pension
         funds.
         4.3.1. Fiduciary management
(67)     The Parties’ activities also overlap in the provision of retirement and employee
         benefits consulting, and more precisely in the provision of fiduciary management
         to pension scheme trustees. MMC is active predominantly through its Mercer
44 Replies to questionnaire Q1 – customers, question 8.
45 Replies to questionnaire Q1 – customers, question 18.
                                                        12
 ---pagebreak---        operating company and to a much lesser extent through Marsh. MMC provides
       these services across the EEA, with the UK being the main market. JLT is
       substantially smaller and almost exclusively active in the UK.
            4.3.1.1.    Product market definition
(68)   Fiduciary management involves the provision of advice to pension scheme
       trustees in relation to one or more of the following:
       1.       investment strategy: high level advice on the different types of investment
                that can be made;
       2.       strategic asset allocation: advice on the mix and proportion of different
                asset classes to invest in; and
       3.       asset manager selection: advice on which asset manager to invest funds
                with.
(69)   Fiduciary management also includes the legal delegation of some investment and
       decision-making powers by the client to the fiduciary manager so that the
       fiduciary manager can implement the client’s preferred investment strategy.
(70)   The Commission has not previously assessed or defined the market for the supply
       of fiduciary management services to pension schemes.
(71)   With respect to the product market definition, the UK Competition and Markets
       Authority published its Final Report on Investment Consultancy Market
       Investigation (“UK CMA Final Report”) on 12 December 2018, stating that the
       supply of fiduciary management services to pension schemes constitutes a distinct
       market46.
(72)   The Parties consider that the supply of fiduciary management services to pension
       schemes do not constitute a distinct market, but that these services form part of
       the wider market for the supply of investment management services to pension
       schemes. However, the Parties also submit that the relevant product market
       definition can be left open for the purpose of this case.
(73)   In any event, for the purpose of this Decision, the exact product market definition
       for fiduciary management services to pension schemes can be left open, since the
       Transaction does not raise serious doubts as to its compatibility with the internal
       market, regardless of the product market definition.
            4.3.1.2.    Geographic market definition
(74)   As stated in recital (70), the Commission has not previously assessed the market
       for the supply of fiduciary management services to pension schemes.
(75)   The Parties submit that it is not necessary for the Commission to conclude on the
       relevant geographic market for the supply of fiduciary management services to
       pension schemes, as no competition issues arise on the narrowest plausible
       market.
46 See UK CMA Final Report, paragraph 4.129
                                                 13
 ---pagebreak--- (76)   The UK CMA has considered the relevant geographic market for the supply of
       fiduciary management services as UK-wide in its recent UK CMA Final Report47.
(77)   According to the results of the market investigation, the majority of responding
       customers purchase fiduciary management services to pension schemes on a
       national basis48, indicating that the geographic scope could be national.
(78)   The exact geographic scope of the market for the supply of fiduciary management
       services to pension schemes can be left open between national and EEA-wide,
       since no serious doubts as to the compatibility of the Transaction with the internal
       market arise, regardless of the geographic scope of the market concerned.
5. COMPETITIVE ASSESSMENT
(79)   Article 2 of the Merger Regulation requires the Commission to examine whether
       notified concentrations are to be declared compatible with the internal market, by
       assessing whether they would significantly impede effective competition in the
       internal market or in a substantial part of it.
(80)   The Commission Guidelines on the assessment of horizontal mergers under the
       Council Regulation on the control of concentrations between undertakings49 (the
       "Horizontal Merger Guidelines") distinguish between two main ways in which
       mergers between actual or potential competitors on the same relevant market may
       significantly impede effective competition, namely non-coordinated effects and
       coordinated effects.
(81)   Non-coordinated effects may significantly impede effective competition by
       eliminating the competitive constraint imposed by each merging party on the
       other, as a result of which the combined entity would have increased market
       power without resorting to coordinated behaviour. In this regard, the Horizontal
       Merger Guidelines consider not only the direct loss of competition between the
       merging firms, but also the reduction in competitive pressure on non-merging
       firms in the same market that could be brought about by the merger. According to
       recital (25) of the preamble of the Merger Regulation, a significant impediment to
       effective competition can result from the anticompetitive effects of a
       concentration even if the combined entity would not have a dominant position on
       the market concerned.
(82)   The overlaps between the Parties’ activities give rise to horizontally affected
       market in the following markets/segments at a geographic level that is at least
       EEA-wide level: (i) Aircraft operators, (ii) Aerospace Manufacturing, (iii)
       Energy, (iv) Space, and in two markets/segments that have a national scope: (v)
       FinPro, in Ireland and (vi) fiduciary management to pension schemes in the UK.
47 See UK CMA Final Report, paragraph 4.36
48 Replies to questionnaire Q1 – customers, question 36.1.
49 OJ C31, 5.2.2004, p. 5.
                                                      14
 ---pagebreak---  ---pagebreak---          5.1.2. The Commission Assessment
(86)     The Parties submit that competition in this segment comes from top competitors
         such as Aon and Willis Towers Watson (“WTW”) but also from a long tail of
         smaller and regional brokers. In the Parties’ view, these competitors exert
         competitive pressure over the Parties, particularly by exerting pressure on the
         level of premiums.
(87)     The market investigation revealed that the Aircraft Operators market is
         concentrated around three or four major brokers, depending on the geographic
         level (i.e. EEA and global). The Commission has observed that the large majority
         of customers considered Aon and WTW as the only viable alternatives to the
         Parties, with other competitors lacking the experience or geographic reach
         required to service them55. A minority of respondents identified other brokers
         such as Price Forbes or Gallagher, who appear to have a focus outside of the
         EEA. Competitors consulted provided on average larger lists of viable
         competitors, which most customers did not consider suitable to service them.
(88)     The Commission noted certain regional differences on the levels of market
         concentration. While several US-based customers considered Gallagher and
         Lockton to be viable competitors in Aircraft Operators specialty, no EEA
         customer did56. Concerning Aon’s market position, most EEA customers did not
         consider it a viable alternative, or were sceptical of its capacity to handle their
         business. Respondents noted that Aon had “de-emphasised aviation over the last
         10 years”57, that the “technical team and expertise was lost in 2009 when the team
         moved en-masse to JLT and no capability has been rebuilt” and that they were
         “not a major player for aviation anymore”58.
(89)     The majority of customers, insurers and competitors59 agreed that JLT and Marsh
         were very close competitors, and that both would be in the top 3 providers of
         Aircraft Operators insurance broking services.
(90)     The Parties submit that the Aircraft Operators market is dynamic, with accounts
         frequently switching between brokers. As an illustration of this fact, the Parties
         claim that they win or lose between […]% and […]% of their business every year.
         The Parties submit that customers possess considerable buyer power, particularly
         when organised in buying groups able to leverage their concentrated and stronger
         position vis-à-vis brokers. The Parties characterise customers as very price
         sensitive, and willing to switch to a different provider who services them at a
         lower cost.
55 Replies to questionnaire Q1 – customers, question 23.
56 Replies to questionnaire Q1 – customers, question 23.
57 Replies to questionnaire Q1 – customers, question 5.
58 Replies to questionnaire Q1 – customers, question 23.
59 Replies to questionnaire Q1 – competitors, question 15; Q2 – insurers, question 11; Q1 for customers,
    question 5.
                                                        16
 ---pagebreak--- (91)     By contrast, the Commission’s investigation revealed that only 11% of
         respondents had changed in the Aircraft Operators specialty over the past 5 years,
         which amounts to an average yearly churn rate of [0-5]%60.
(92)     Customers in this segment considered expertise of the broker’s staff and quality
         of the services provided as the top two selection criteria for potential brokers61. At
         an aggregate level, worldwide presence, knowledge of local markets and a wide
         portfolio of services were equally ranked as top selection criteria. While also
         important for customers, price was not commonly ranked as the most important
         selection criteria. This suggests that competition in this specialty takes place more
         in the quality of staff and services provided than in the broker’s prices. The fact
         that competition takes place on the quality of staff and services represents a
         significant barrier to entry into the Aircraft Operators insurance broking market,
         as experienced and knowledgeable staff are scarce in this specialty.
              5.1.2.1.     Barriers to entry
(93)     The Parties submit that entry barriers into broking are low, given that expertise
         and relationships reside in small and mobile teams of individuals. Given this,
         entry into a new market could feasibly be achieved by acquiring the necessary
         human capital – including from competitors – to effectively compete with
         incumbents.
(94)     Despite the Parties’ claims that entry into new markets is easy, most customers62
         and insurers63 were only able to identify JLT as a significant new entrant into the
         Aircraft Operators specialty in the past 5 years. The Parties have claimed that a
         new wave of potentially disruptive insurers, characterised by their use of
         technology and data – commonly referred to as “Insurtech” companies – threaten
         expansion into the distribution of specialty insurance. However, the activities of
         these companies have focused predominantly on the smaller and simpler risks of
         private individuals and SMEs, and corporate clients do not consider broker
         services interchangeable with those provided by insurers. Overall, the competitive
         landscape does not appear to have significantly evolved during the past 5 years.
(95)     Human capital is the most valuable asset in brokerage64. The market investigation
         results showed that expertise of the broker’s staff was the highest rated
         consideration for customers in the Aircraft Operators segment65. The fact human
         capital is scarce in the specialised insurance broking sectors – which can
         sometimes trigger a “war for talent”66 –increases barriers to entry. Expansion into
         this market seems to occur only through acquisition of the required talent,
         supported by the necessary infrastructure. This is indeed how JLT initially entered
         the Aircraft Operators specialty.
60 Replies to questionnaire Q1 – customers, question 16.
61 Replies to questionnaire Q1 – customers, question 14.
62 Replies to questionnaire Q1 – customers, question 19.
63 Replies to questionnaire Q2 – insurers, question 13.
64 Minutes from call with Competitor, 17.01.2019, 11:00 am.
65 Replies to questionnaire Q1 – customers, question 14.
66 Customer reply to in Q1 – customers, question 27.
                                                        17
 ---pagebreak--- (96)     Other barriers to entry are likely to exist in the specialty business line of Aircraft
         Operators. Firstly, entry into this specialty requires economies of scale and a large
         upfront investment67. Incumbents, as they control a large share of the market, are
         capable of handling business costs effectively and compete on price, in addition
         to possessing staff with the right expertise and contacts. Moreover, the global
         nature of the operations of customers in this segment requires a global footprint
         that not many competitors (current or potential) appear to possess68. Though the
         Parties claim that customers do not require a global, integrated broker, and that
         customers are equally served by networks of smaller brokers, the large majority
         of customers expressed a preference for an integrated broker. Customer noted on
         the one hand the risks of service interruption that broker networks are subject to,
         and on the other hand the superior communication and efficiency potential of an
         integrated global broker69.
              5.1.2.2.      Countervailing buyer power
(97)     Clients seeking Aircraft Operators broking services generally do so via requests-
         for-proposal, generally launching a tender every 2-5 years70. Contracts for broker
         services have a duration of 1 to 3 years, which is on average larger than that of
         insurance contracts (in most cases 1 year)71. Contracts are often renewed or
         extended, also without a new tender. The Parties submit that through the tender
         process, clients create competitive pressure among competitors to ensure that
         prices and conditions are kept as competitive as possible. The Parties additionally
         advance that clients may also choose to place two or more brokers for a single
         risk category (“co-broking”) to maintain competitive pressure even after the
         tender allocation. They conclude that clients currently have the balance of power
         in their favour.
(98)     The Commission has found that competitive pressure is very high around a small
         number of large and profitable accounts72. It has also observed that customers
         tend to have a single broker per risk category, and when they do use co-broking
         scheme, they do so following a rationale of business continuity and/or of
         complementing the service capabilities of competitors73. There appears to be bias
         towards broker retention, as customers believe that switching brokers would be
         costly and time consuming, particularly due to the wealth of knowledge about the
         customer’s operations accumulated by the incumbent74.
(99)     Customers expressed concerns that the balance of power might shift post-
         transaction75. With the reduction in viable competitors brought by the
         Transaction, some customers expressed that if the quality of broker services
         dropped they would not be able to easily find a replacement. A customer found
67 Replies to questionnaire Q2 – insurers, question 14.
68 Replies to questionnaire Q1 – customers, questions 8, 10, and 23.
69 Replies to questionnaire Q1 – customers, question 10.1.
70 Replies to questionnaire Q1 – customers, question 11.
71 Replies to questionnaire Q1 – customers, question 13.
72 Other third party correspondence, submission received on 20.02.19
73 Replies to questionnaire Q1 – customers, question 3.1.
74 Replies to questionnaire Q1 – customers, question 17.
75 Minutes from pre-notification call with customer, 25.01.19 [2:30 pm CET]
                                                        18
 ---pagebreak---          that brokers would have less incentives to find the best offer on the market due to
         reduced competition76.
(100) In relation to the observation in recital 88 that the market appears to be more
         concentrated at EEA level, EEA customers expressed more concerns that non-
         EEA respondents. In particular, a customer pointed to a risk that prices could
         “increase dramatically” as broker remuneration increases77. Others expressed
         concerns that the options in the market might be insufficient 78 and that the quality
         of services offered could deteriorate.
         5.1.3. Conclusion
(101) The above observations point to the competitive landscape of Aircraft Operators
         as being one where only the Parties and WTW are considered to be viable
         competitors, with no immediate threat or potential disruption in sight. The
         concentration thus appears to reduce the number of viable competitors from 4 to 3
         at a global level and from 3 to 2 in the EEA – an observation which is shared by a
         number of respondents79
(102) In view of the above considerations and taking account of the results of the
         market investigation and all of the evidence available to it, the Commission […]*
         that the concentration raises serious doubts as to its compatibility with the internal
         market due to its likely horizontal non-coordinated effects in markets for Aircraft
         Operators at both EEA-wide as well as a global level given the high combined
         market shares, the concentrated nature of the specialty, the reduced number of
         competitors and the high barriers to entry.
    5.2. Aerospace Manufacturing
         5.2.1. Market shares and competitive landscape
(103) The Parties’ market shares for broking in the specialty sector of Aerospace
         Manufacturing are presented in the table below
         Table 2: The Parties’ market shares for broking in the specialty sector of
         Aerospace Manufacturing
*Should read concludes.
76 Minutes from pre-notification call with customer, 11.01.19 [4:00 pm CET]
77 Replies to questionnaire Q1 – customers, question 27.
78 Replies to questionnaire Q1 – customers, question 28.
79 Other third party correspondence, submission received on 20.02.19.; replies to questionnaire Q1 –
    customers, question 28.
                                                        19
 ---pagebreak---  ---pagebreak---        necessary. The product offerings of the brokers active in this segment are largely
       similar according to the Parties, with differences mostly relating to the level of
       service and expertise that a broker can offer. The Parties do however recognise
       that only MMC, Aon and WTW can offer the size of teams that is required to
       successfully service the largest customers.
(109) According to the Parties, the barriers to entry in this sector relate to the breadth of
       knowledge and expertise required to provide the bespoke service demanded by
       aerospace manufacturing clients. The cost of entry to the segment is considered
       low by the Partied and would be limited in time (1 year to 1.5 year).
       5.2.2. The Commission assessment
(110) The results of the market investigation with customers provide a mixed picture in
       relation to the use of tenders to select a broker and average period between market
       consultations. Customers indicated that the average contract with a broker can be
       anywhere between one and three years80, but the period between market
       consultations can be longer (up to 5 years, or evergreen contracts) 81. When asked
       on whether they switched brokers in the last 5 years, the majority of the
       respondents indicated that they have not switched brokers in the recent past for
       their activities in Aerospace Manufacturing82. The majority of customers however
       indicated that it would be possible to switch between brokers, even though it
       requires an investment in time to educate the broker on the customers’ unique
       requirements (time estimates range between a couple of weeks to nearly a year)83.
(111) For a customer to switch, a broker must meet specific criteria. When asked to
       rank the most important criteria, the quality of the service provided, know-how
       and staff expertise are considered the most important. Price is considered
       relatively important, but not the most dominant selection criterion84. A broker
       intending to start servicing customers in the specialty sector of Aerospace
       Manufacturing must have sufficient know-how, the ability to cover the full
       geographic footprint of their client’s activities, the ability to comply with
       regulatory requirements and an overall positive track record85. The geographic
       footprint could be seen as part of the quality of the service required by customers
       since customers indicate that a global footprint is required to place their global
       insurance programs86. The majority of customers also indicate a preference
       towards brokers that have established their own global network, over brokers that
       cooperate with local entities through an informal network87.
(112) According to the market investigation, customers consider the Parties to be part of
       the 4 top providers of broker services in the specialised sector of Aerospace
80 Replies to questionnaire Q1 – customers, question 13.
81 Replies to questionnaire Q1 – customers, question 11.
82 Replies to questionnaire Q1 – customers, question 16.
83 Replies to questionnaire Q1 – customers, question 17.
84 Replies to questionnaire Q1 – customers, question 14.
85 Replies to questionnaire Q1 – customers, question 18.
86 Replies to questionnaire Q1 – customers, question 10.
87 Replies to questionnaire Q1 – customers, question 11.1
                                                      21
 ---pagebreak---        Manufacturing (i.e.MMC, WTW, Aon and JLT)88. This is confirmed by the
       majority of the Parties’ competitors89.
(113) Customers consider Aon and WTW to be the closest competitors to MMC, while
       JLT is mentioned as a fourth competitor, but on average not the closest to
       MMC90. However, the competitors to the Parties consider JLT as the closest
       competitor to MMC91. When asked to name the closest competitor to JLT,
       customer identified Marsh as the closest competitor, closely followed by Aon and
       WTW92. This list of close competitors does not change whether assessed on a
       global or an EEA-scale.
(114) The market investigation indicated that the majority of customers consider that
       there will be sufficient alternative suppliers active on the market post-transaction,
       even though the number of available suppliers seems to be reduced from 4 to 393.
       The majority does not expect an impact on their business94 or in the EEA95.
(115) The majority of customers do not expect a new entrant on the market, nor have
       they seen a new entrant in the past five years96, further strengthening the view that
       the transaction will lead to a reduction of choice. The selection criteria requested
       by customer (see recital 111), including a global footprint, further strengthen the
       Commission’s view that new entries into the market are unlikely in the near
       future.
       5.2.3. Conclusion
(116) In view of the above considerations, taking into account the market investigation
       and all the evidence available to it, the Commission considers that the
       concentration raises serious doubts as to its compatibility with the internal market
       with respect to the market for broking in the specialty sector of Aerospace
       Manufacturing at an EEA-wide geographic scope.
   5.3. Space
       5.3.1. Market shares and competitive landscape
(117) The Parties’ market shares for broking in the specialty sector of Space are
       presented in the table below.
88 Replies to questionnaire Q1 – customers, question 5 and sub-questions.
89 Replies to questionnaire Q3 – competitors, question 4.3
90 Replies to questionnaire Q1 – customers, question 21.
91 Replies to questionnaire Q3 – competitors, question 15.
92 Replies to questionnaire Q1 – customers, question 22.
93 Replies to questionnaire Q1 – customers, question 28.
94 Replies to questionnaire Q1 – customers, question 27.
95 Replies to questionnaire Q1 – customers, question 29.
96 Replies to questionnaire Q1 – customers, questions 19 and 20.
                                                      22
 ---pagebreak---  ---pagebreak---         5.3.2. The Commission assessment
(122) According to the market investigation, the majority of customers prefers to work
        with a single broker for a specific risk class97. Customers put brokers in
        competition with each other for new contracts, making use of either formal tender
        processes, or through more informal request-for-proposals98. Respondents also
        indicated that the duration of a contract with a broker can last anywhere between
        1 year and 15 years depending on the preference of the customer. However, the
        majority of customers indicated that contracts are on average limited in duration
        to 1-2 years99.
(123) Customers indicated that switching between brokers is possible, but all of the
        respondents indicating that switching is possible stressed that such a switch would
        require training their new broker and making them familiar with their specific
        company’s needs. Customers indicate that this process could take several
        months100. According to the market investigation, the majority of customers has
        not switched its broker in the specialty sector of Space in the past five years101.
(124) According to the customers responding to the market investigation, no new
        entrants have emerged over the past 5 years102 and only one customers indicated
        to be aware of a broker expressing interest in expanding into the sector in the
        coming years103.
(125) The market investigation with customers indicated that the majority of customers
        do not consider JLT as a close competitor to MMC. Nearly all of the responding
        customers indicated that Aon and WTW are the closest competitors to MMC104.
        When asked for the closest competitors to JLT, the vast majority of customers
        only mentioned the three main actors on the market (MMC, WTW and Aon).
(126) The vast majority of customers do not expect a negative impact of the Transaction
        on the market for broking in the specialty sector of Space105. Customers also
        indicated that there would still be sufficient choice of brokers available on the
        market post-Transaction106.
        5.3.3. Conclusion
(127) In view of the above considerations, taking into account the market investigation
        and all the evidence available to it, the Commission concludes that the
        concentration does not raise serious doubts as to its compatibility with the internal
        market with respect to the market for broking in the specialty sector of Space at
        an EEA-wide geographic scope.
97  Replies to questionnaire Q1 – customers, question 3.
98  Replies to questionnaire Q1 – customers, question 11.
99  Replies to questionnaire Q1 – customers, question 13.
100 Replies to questionnaire Q1 – customers, question 17.
101 Replies to questionnaire Q1 – customers, question 17.
102 Replies to questionnaire Q1 – customers, question 19.
103 Replies to questionnaire Q1 – customers, question 20.
104 Replies to questionnaire Q1 – customers, question 21.
105 Replies to questionnaire Q1 – customers, question 27.
106 Replies to questionnaire Q1 – customers, question 28
                                                       24
 ---pagebreak---  ---pagebreak---         presence” as one of the least important characteristics that a broker should
        possess113. All of these elements considered, mid-size competitors appear capable
        of competing with the top 3 brokers for large accounts in Energy, more so than in
        any other specialty.
(132) The Parties submit that clients regularly switch between brokers to ensure the best
        rates and conditions in the market. The market investigation revealed that most
        customers had not switched providers in the Energy specialty114. However, the
        large majority of customers also expressed that switching would be easy and
        would not require significant time or other costs115. There did not appear to be
        any other significant switching costs.
(133) The Parties claim that in the Energy specialty insurance captives play a larger role
        as a customer’s potentially viable risk management option than in other segments.
        Not all customers have the financial strength to set up a captive, but those that do
        tend to self-insure large portions of their risk116.Although not part of the same
        market as brokerage, captive insurance is likely to exert some competitive
        pressure on brokers. Although brokers are generally still involved in the
        placement of a client’s risk into a captive insurer – by, for instance scanning the
        market for the best rates and conditions, and benchmarking the captive’s services
        against them – they receive a fraction of the remuneration that they would receive
        for other broking services. The use of captives by a significant share of the
        customer base appears to reduce their dependency on brokers, thus improving
        their bargaining position.
(134) Lastly, the market investigation returned very few concerns from market
        participants. Most customers believed that the impact of the Transaction would be
        limited, and that they would have sufficient amount of choice post-merger117. No
        impact was expected in the EEA118, as JLT “is not that strong on local level in the
        EEA”119.
        5.4.3.    Conclusion
(135) In summary, the market shares of the combined entity in the insurance broking
        specialty of Energy do not appear to indicate that the combined entity would exert
        significant market power. The market in this specialty seems sufficiently
        dynamic, with credible competition coming from mid-size competitors and new
        entrants. Customers seemingly wield larger amounts of buyer power given their
        propensity to set up captive insurers, which limit brokers in their potential gains
        and limit customer’s dependency on brokerage services.
(136) In view of the above, taking into account the market investigation and all the
        evidence available to it, the Commission concludes that the notified concentration
113 Replies to questionnaire Q1 – customers, question 14.
114 Replies to questionnaire Q1 – customers, question 16.
115 Replies to questionnaire Q1 – customers, question 17.
116 Replies to questionnaire Q1 – customers, question 6.
117 Replies to questionnaire Q1 – customers, question 27 and 28.
118 Replies to questionnaire Q1 – customers, question 29.
119 Replies to questionnaire Q1 – customers, question 29.
                                                       26
 ---pagebreak---  ---pagebreak---  ---pagebreak---                                                             2017      market
                                                            share in the UK
        Cardano                                             [5-10]%
        Others                                              < 5%
        Source: Table 6.18 of the notification
(145) The Parties submit that the market for fiduciary management to pension schemes
        in the UK has grown significantly over the past 10 years. The Parties submit that
        there are at least 17 suppliers of fiduciary management services in the UK, split
        between four larger competitors (WTW, Aon, River and Mercantile and Russel
        Investment) which will continue to exert significant competitive constraint on the
        combined entity post-Transaction.
(146) The Parties do not consider each other as close competitors. The Parties further
        submit that the competitive constraints are enhanced by the growing presence of
        ringmasters (i.e. companies engaged by pension schemes to scrutinise and
        challenge the performance of fiduciary managers), pension managers and
        independent trustee organisations.
        5.6.2. Commission assessment
(147) The Parties’ combined market share is above 30% ([30-40]%), with a small
        increment of [0-5]%. Other competitors in in the market for fiduciary
        management to pension schemes include brokers such as WTW and Aon, but also
        advisory and asset management businesses such as Russell Investment and River
        and Mercantile.
(148) The results of the market investigation indicate that customers do not expect the
        Transaction to have an impact on the market for fiduciary management123. A
        small minority of customers indicated that the transaction will lead to a reduction
        of the number of competitors on the market124, but the vast majority of customers
        is confident that sufficient alternative suppliers are active and will remain so on
        the market post-Transaction. The majority of competitors responding to the
        market investigation confirm the customers’ point of view that the Transaction
        will not have an impact on the market125.
        5.6.3. Conclusion
(149) In view of the above, taking into account the market investigation and all the
        evidence available to it, the Commission concludes that the concentration does
        not raise serious doubts as to its compatibility with the internal market regarding
        fiduciary management to pension schemes in the UK.
123 Replies to questionnaire Q1 – customers, question 41.
124 Replies to questionnaire Q1 – customers, question 41.
125 Replies to questionnaire Q3 – competitors, question 35.
                                                       29
 ---pagebreak---     5.7. Final conclusion
(150) In light of the considerations in recitals (82) to (149) and in view of the result of
         the market investigation and all of the evidence available to it, the Commission
         concludes that the concentration raises serious doubts with respect to the EEA-
         wide markets for broking in the specialty sectors of Aircraft Operators and
         Aerospace Manufacturers. The Commission concludes that the concentration does
         not raise serious doubts with respect to broking in the EEA-wide specialty
         markets of Space and Energy, nor in the national markets for FinPro in Ireland
         and fiduciary management to pension schemes in the UK.
6. PROPOSED REMEDIES
(151) In order to render the concentration compatible with the internal market, the
         undertakings concerned have modified the notified concentration by entering into
         commitments, submitted to the Commission on 01 March 2019 (the “First
         Commitments”). The Commission market tested the First Commitments and
         provided feedback to the Parties. In response to this, the Parties submitted an
         improved set of Commitments on 18 March 2019 (the “Final Commitments”)
         which are annexed to this decision and form an integral part thereof.
(152) On 4 March 2019, MMC announced that MMC and JLT entered into an
         agreement to sell JLT’s aerospace practice, including the transfer of its personnel,
         to Arthur J. Gallagher & Co (“Gallagher”). This sale is, however, subject to the
         Commission’s approval and this Decision does not constitute an approval of
         Gallagher as a suitable purchaser.
    6.1. Framework for the assessment of commitments
(153) When a concentration raises competition concerns, the merging parties may seek
         to modify the concentration in order to resolve those competition concerns and
         thereby obtain clearance for the concentration.126
(154) The commitments must eliminate the competition concerns entirely and must be
         comprehensive and effective in all respects. The commitments must also be
         proportionate to the competition concerns identified.127 Furthermore, the
         commitments must be capable of being implemented effectively within a short
         period of time as the conditions of competition on the market will not be
         maintained until the commitments have been fulfilled.128
126 Commission Notice on remedies acceptable under the Council Regulation (EC) No 139/2004 and under
    Commission Regulation (EC) No 802/2004 (OJ C 267, 22.10.2008, p. 1–27), (the ‘Remedies Notice’),
    paragraph 5.
127 Recital 30 of the Merger Regulation. The General Court set out the requirements of proportionality as
    follows: ‘the principle of proportionality requires measures adopted by Community institutions not to
    exceed the limits of what is appropriate and necessary in order to attain the objectives pursued; when
    there is a choice between several appropriate measures recourse must be had to the least onerous, and
    the disadvantages caused must not be disproportionate to the aims pursued’ (T-177/04 easyJet v
    Commission EU:T:2006:187, paragraph 133).
128 Remedies Notice, paragraphs 9, 10, 11, 63 and 64.
                                                        30
 ---pagebreak--- (155) Structural commitments proposed by the parties to a concentration will meet that
         condition only in so far as the Commission is able to conclude, with the requisite
         degree of certainty, that it will be possible to implement them and that the new
         commercial structures resulting from them will be sufficiently workable and
         lasting to ensure that the significant impediment to effective competition which
         the commitments are intended to prevent, will not be likely to materialise in the
         relatively near future.129
(156) In assessing whether proposed commitments are likely to eliminate the serious
         doubts to which the concentration would otherwise give rise, the Commission will
         consider all relevant factors relating to the proposed remedy itself, including, inter
         alia, the type, scale and scope of the remedy proposed, judged by reference to the
         structure and particular characteristics of the market in which the competition
         concerns arise, including the position of the parties and other players on the
         market.130
(157) Based on these principles as well on the principles related to the implementation
         and effectiveness of all types of commitments set out in paragraphs 13 and 14 of
         the Remedies Notice, the Commission has assessed the commitments put forward
         by the Parties in the present case.
     6.2. Description of the First Commitments
(158) The First Commitments consist of the divestiture to a suitable purchaser of JLT’s
         Global Aerospace division.
         6.2.1. Scope of the First Commitments
(159) The First Commitments include the divestment of JLT’s Global Aerospace
         division and the transfer of the relevant tangible and intangible assets, licenses
         permits and authorizations, transitional arrangements and contracts listed below,
(160) The Divestment Business will include the following tangible assets:
              a. all current customer relationships held by the Divestment Business;
              b. all records and information held by the Divestment Business relating to
                  current and past customers, including but not limited to customer lists and
                  files, logs of customer support issues, and written correspondence with
                  customers;
              c. all records and information held by the Divestment Business concerning
                  prospective customers;
              d. all contracts, records and information held by the Divestment Business
                  concerning insurance companies;
              e. all marketing and promotional information relating to the Divestment
                  Business;
129 Judgment of 14 December 2005, General Electric v Commission, T-210/01, EU:T:2005:456, paragraph
     555; Judgment of 6 July 2010, Ryanair v Commission, T-342/07, EU:T:2010:280, paragraph 453.
130 Remedies Notice, paragraph 12.
                                                     31
 ---pagebreak---           f. all business plans and forecasts relating to the Divestment Business;
          g. technical or other expertise relating to the Divestment Business;
          h. all research material, data, models, information, analyses and market
              studies held by the Divestment Business,; and
          i. credit and other business records currently held by the Divestment
              Business.
(161) The Divestment Business will include the following intangible assets:
          a. The brand name for Hayward Aviation;
          b. The […] client portal software; and
          c. Other software used by the Divestment Business for its operations (the
              […] software).
(162) The First Commitments also include:
             all licences, permits and authorisations used by the Divestment Business;
             all contracts, leases, commitments and customer orders of the Divestment
              Business;
             all customer, credit and other records of the Divestment Business;
             the Key Personnel and all Personnel as described in the Commitments;
             a best efforts obligation to secure the transfer to the Purchaser of all
              customer contracts containing a change of control provision or requiring
              the customer’s consent; and
             Transitional services for a period of up to […] after closing, with a
              possible extension of up to […] and […] are also envisaged in the First
              Commitments.
(163) The Parties also commit not to solicit the Key Personnel and the Personnel
      transferred with the Divestment Business for a period of […] after closing. The
      Parties further commit to retain all liabilities relating to the Divestment Business
      that are incurred up until closing.
(164) In addition the Parties have entered into related commitments, inter alia regarding
      the separation of the divested businesses from their retained businesses, the
      preservation of the viability, marketability and competitiveness of the divested
      businesses, including the appointment of a monitoring trustee and, if necessary, a
      divestiture trustee.
      6.2.2. The purchaser criteria
(165) In order to be approved by the Commission, the purchaser must fulfil the
      following criteria:
                                               32
 ---pagebreak---            a. The Purchaser shall be independent of and unconnected to the Parties and
               their Affiliated Undertakings
           b. The Purchaser shall have the financial resources, proven expertise and
               incentive to maintain and develop the Divestment Business as a viable and
               active competitive force in competition with the Parties and other
               competitors.
           c. The acquisition of the Divestment Business by the Purchaser must neither
               be likely to create, in light of the information available to the
               Commission, prima facie competition concerns nor give rise to a risk that
               the implementation of the Commitments will be delayed. In particular, the
               Purchaser must reasonably be expected to obtain all necessary approvals
               from the relevant regulatory authorities for the acquisition of the
               Divestment Business.
           d. The Purchaser shall have an existing commercial non-life insurance
               broking business with a proven track record in serving large customers for
               complex risks and the geographic reach to integrate and run competitively
               the Divestment Business.
   6.3. Assessment of the proposed remedies
(166) As explained in this Decision, the serious doubts as to the compatibility of the
       Transaction with the internal market stems from the combination of MMC and
       JLT’s activities in the broking of commercial insurance for Aircraft Operators and
       Aerospace Manufacturing markets.
(167) The First Commitments consist in the divestiture to a suitable purchaser of JLT’s
       Global Aerospace division that includes JLT’s activities in the broking of
       commercial insurance for Aircraft Operators, Aerospace Manufacturing and
       Space markets. Therefore, the First Commitments cover all potential markets in
       respect of which the Commission has serious doubts as regards the compatibility
       of the Transaction with the internal market.
       6.3.1. Aircraft Operators and Aerospace Manufacturing
(168) The Divestment Business includes the entirety of JLT’s Aerospace practice,
       meaning that there will be no increment to Marsh’s market share in these
       segments as a result of the Proposed Transaction.
(169) JLT’s Aerospace practice combines all of JLT’s insurance broking activities in
       Aircraft Operators, Aerospace Manufacturing, and Space, as one combined
       business division. The Divestment Business includes the divestiture of the
       entirety of JLT’s Aerospace practice, including Space, although the Commission
       did not identify competition concerns in relation to broking in the Specialty sector
       of Space. The inclusion of JLT’s activities in Space in the Divestment Business
                                               33
 ---pagebreak---          is, however, necessary to ensure the viability of the Divestment Business and to
         create an effective competitor in the affected markets.131
(170) The Divestment Business has a diverse client portfolio that includes some of the
         world’s largest and most complex aerospace risks, and brokers for many of the
         world’s top major airlines, aerospace manufacturers, airports and related services
         providers.
(171) There are a number of shared support services within the Aerospace practice that
         support all of the segments transversally, such as claims management, technical
         services and contract advisory which are included in the remedy package. The
         Divestment Business is an integrated, standalone business division that
         encompasses all necessary assets and personnel, including senior management
         and all brokers, as well as support services that are dedicated to the Aerospace
         practice, including marketing and broking, broking and business support, contract
         advisory, claims management, operations, technical services and insurance
         brokerage accounts. The market test did not reveal any missing services for the
         division to operate autonomously.
(172) The Commitments also includes the Divestment Business’s main IT systems:
         […], a web-based client portal, and […], the system for Hayward Aviation. […],
         the Divestment Business’s main client-facing IT system, was built and developed
         by the JLT Aerospace practice and is not linked to other JLT IT systems
(173) The Divestment Business operates globally and will therefore completely remove
         the overlap both at the EEA and global levels.
(174) The market test confirmed that the Commitments are sufficient to eliminate the
         serious doubts as to the compatibility of the Transaction with the internal market,
         as they are feasible, comprehensive and include all necessary assets.
(175) The large majority of competitors, insurers and customers support the view that
         the commitments offered would remove any possible negative impact in the fields
         of aerospace manufacturing and aircraft operators.132
(176) Virtually all customers consider that the Commitments allow an existing broker
         meeting the purchaser criteria purchasing the Divestment Business to effectively
         compete in the affected markets at a global scale133.
(177) The large majority of respondent to the market test state that the divestment
         business includes all necessary assets and personnel to operate in the market134,
         and that a purchaser meeting the established purchaser criteria would likely be
131 Cf. Remedies Notice, para. 23 (“For the business to be viable, it may also be necessary to include
    activities which are related to markets where the Commission did not identify competition concerns if
    this is required to create an effective competitor in the affected markets”).
132 Replies to questionnaire R1 – customers, questions 2 and 3; replies to questionnaire R2 – competitors,
    questions 2 and 3 ; replies to questionnaire R3 – insurers, questions 2 and 3.
133 Replies to questionnaire R1 – customers, question 5.
134 Replies to questionnaire R1 – customers, question 6. replies to questionnaire R2 – competitors,
    questions 4 and 7.
                                                           34
 ---pagebreak---          able directly compete against the Parties. The market test also confirmed that the
         purchaser criteria are sufficient.135
(178) The overwhelming majority of customers are of the opinion that the Divestment
         Business is likely to retain its current customers136 and that the transitional
         services as described in the Commitments afford adequate safeguards for the
         viability and competitiveness of the Divestment Business137. Competitors also
         backed this opinion.138
         6.3.2. Final Commitments
(179) While the market test results broadly confirmed the suitability of the
         commitments, the following changes have been introduced in the Final
         Commitments in order to strengthen the viability of the Divestment Business.
(180) First, the Final Commitments include transitional services for a period of up to
         […] after closing, with a possible extension of up to […] and […]. The supply of
         the […] IT system only shall be for a transitional period of […] after closing, with
         a possible extension of up to an additional […] at the Purchaser’s request and
         subject to Commission approval.
(181) Second, the undertaking from the Parties not to solicit the Key Personnel and the
         Personnel transferred with the Divestment Business for a period of […] after
         closing is extended to a period of […] after closing. The Parties also commit not
         to hire, employ or engage, and to procure that Affiliated Undertakings do not hire,
         employ or engage, the Key Personnel transferred with the Divestment Business
         for a period of […] after closing.
(182) Finally, the Final Commitments clarify that all electronic records and information
         relating to current, past and prospective customers of the Divestment Business, as
         well as all electronic contracts, records and information relating to the Divestment
         Business concerning insurance companies will be transferred to the Divestment
         Business. The transfer of physical records, contracts and information will be
         limited to the last 2 years together with a best efforts obligation from the Parties
         to the Purchaser to arrange access to all physical business or customer records
         older than two years that relate to the Divestment Business, at the Purchaser’s
         request. MMC shall also restrict all retained personnel in practice areas that
         compete with the Divestment Business from having access to any legacy JLT
         archive records. All MMC personnel who have access to legacy JLT archive
         records shall be subject to obligations not to disclose such records to MMC
         personnel in practice areas that compete with the Divestment Business.
(183) All these changes have been incorporated and form an integral part of the Final
         Commitments as annexed to this decision.
135 Replies to questionnaire R1 – customers, question 11; replies to questionnaire R2 – competitors,
    questions 5 and 11.
136 Replies to questionnaire R1 – customers, question 7.
137 Replies to questionnaire R1 – customers, question 9.
138 Replies to questionnaire R2 – competitors, questions 6 and 9.
                                                         35
 ---pagebreak--- (184) For the reasons outlined above, the Commission concludes that the Final
      Commitments entered into by the undertakings concerned and as submitted to the
      Commission on 18 March 2019 are sufficient to eliminate the serious doubts as to
      the compatibility of the Transaction with the internal market in respect of aircraft
      operators and aerospace manufacturing. The full text of the Final Commitments is
      annexed to this Decision as Annex I and forms an integral part thereof.
7. CONDITIONS AND OBLIGATIONS
(185) Pursuant to the first sentence second subparagraph of Article 6(2) of the Merger
      Regulation, the Commission may attach to its decision conditions and obligations
      intended to ensure that the undertakings concerned comply with the commitments
      they have entered into vis-à-vis the Commission with a view to rendering the
      concentration compatible with the internal market.
(186) The fulfilment of the measure that gives rise to the structural change of the market
      is a condition, whereas the implementing steps which are necessary to achieve this
      result are generally obligations on the Parties.
(187) Where a condition is not fulfilled, the Commission’s decision declaring the
      concentration compatible with the internal market is no longer applicable. Where
      the undertakings concerned commit a breach of an obligation, the Commission
      may revoke the clearance decision in accordance with Article 6(3) (b) of the
      Merger Regulation. The undertakings concerned may also be subject to fines and
      periodic penalty payments under Articles 14(2) and 15(1) of the Merger
      Regulation.
(188) In accordance with the basic distinction between conditions and obligations set
      out above, this Decision is conditional on full compliance with the requirements
      set out in Section B paragraph 2 of the Final Commitments, which constitute
      conditions. The remaining requirements set out in the other Sections of the said
      commitments are considered to constitute obligations.
8. CONCLUSION
(189) For the above reasons, the Commission has decided not to oppose the notified
      operation as modified by the commitments and to declare it compatible with the
      internal market and with the functioning of the EEA Agreement, subject to full
      compliance with the conditions in Section B paragraph 2 of the commitments
      annexed to the present Decision and with the obligations contained in the other
      sections of the said commitments. This Decision is adopted in application of
      Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation and
      Article 57 of the EEA Agreement.
                                                       For the Commission
                                                       (Signed)
                                                       Margrethe VESTAGER
                                                       Member of the Commission
                                               36
 ---pagebreak---                COMMITMENTS TO THE EUROPEAN COMMISSION
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger
Regulation”), Marsh & McLennan Companies, Inc. (“MMC”) and Jardine Lloyd
Thompson Group plc (“JLT”) hereby enter into the following Commitments (the
“Commitments”) vis-à-vis the European Commission (the “Commission”) with a view
to rendering the acquisition of JLT by MMC (the “Concentration”) compatible with the
internal market and the functioning of the EEA Agreement.
This text shall be interpreted in light of the Commission’s decision pursuant to Article
6(1)(b) of the Merger Regulation to declare the Concentration compatible with the
internal market and the functioning of the EEA Agreement (the “Decision”), in the
general framework of European Union law, in particular in light of the Merger
Regulation, and by reference to the Commission Notice on remedies acceptable under
Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No
802/2004 (the “Remedies Notice”).
        SECTION A. DEFINITIONS
1.      For the purpose of the Commitments, the following terms shall have the
        following meaning:
        Affiliated Undertakings: undertakings controlled by the Parties and/or by the
        ultimate parents of the Parties, whereby the notion of control shall be interpreted
        pursuant to Article 3 of the Merger Regulation and in light of the Commission
        Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004
        on the control of concentrations between undertakings (the "Consolidated
        Jurisdictional Notice").
        Assets: the assets that contribute to the current operation or are necessary to
        ensure the viability and competitiveness of the Divestment Business as indicated
        in Section B, paragraph 5 and described in more in detail in the Schedule.
        Closing: the transfer of the legal title to the Divestment Business to the Purchaser.
        Closing Period: the period of […] from the approval of the Purchaser and the
        terms of sale by the Commission.
        Confidential Information: any business secrets, know-how, commercial
        information, or any other information of a proprietary nature that is not in the
        public domain.
        Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity
        and independence in discharging its duties under the Commitments.
        Divestment Business: the business or businesses as defined in Section B and in
        the Schedule which the Parties commit to divest.
        Divestiture Trustee: one or more natural or legal person(s) who is/are approved
        by the Commission and appointed by the Parties and who has/have received from
        the Parties the exclusive Trustee Mandate to sell the Divestment Business to a
        Purchaser at no minimum price.
        Effective Date: the date of adoption of the Decision.
                                                    1
 ---pagebreak---    First Divestiture Period: the period of […] from the Effective Date.
   Hold Separate Manager: the person appointed by the Parties, following
   approval by the European Commission, for the Divestment Business to manage
   the day-to-day business under the supervision of the Monitoring Trustee.
   Key Personnel: all personnel necessary to maintain the viability and
   competitiveness of the Divestment Business, as listed in the Schedule, including
   the Hold Separate Manager.
   MMC: Marsh & McLennan Companies, Inc., incorporated under the laws of the
   United States of America, with its registered office at 1166 Avenue of the
   Americas, New York, New York 10036 USA, and registered under number
   US362668272.
   Monitoring Trustee: one or more natural or legal person(s) who is/are approved
   by the Commission and appointed by the Parties, and who has/have the duty to
   monitor the Parties’ compliance with the conditions and obligations attached to
   the Decision.
   Parties: MMC and JLT.
   Personnel: all staff currently employed by the Divestment Business, including
   staff seconded to the Divestment Business, shared personnel as well as the
   additional personnel listed in the Schedule.
   Purchaser: the entity approved by the Commission as acquirer of the Divestment
   Business in accordance with the criteria set out in Section D.
   Purchaser Criteria: the criteria laid down in paragraph 15 of these
   Commitments that the Purchaser must fulfil in order to be approved by the
   Commission.
   Schedule: the schedule to these Commitments describing more in detail the
   Divestment Business.
   Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may
   be.
   Trustee Divestiture Period: the period of […] from the end of the First
   Divestiture Period.
   SECTION B. THE           COMMITMENT              TO      DIVEST      AND      THE
   DIVESTMENT BUSINESS
   Commitment to divest
2. In order to maintain effective competition, MMC commits to divest, or procure
   the divestiture of the Divestment Business by the end of the Trustee Divestiture
   Period as a going concern to a purchaser and on terms of sale approved by the
   Commission in accordance with the procedure described in paragraph 16 of these
   Commitments. To carry out the divestiture, MMC commits to find a purchaser
   and to enter into (or procure that one of its Affiliated Undertakings or JLT or one
   of its Affiliated Undertakings enters into) a final binding sale and purchase
                                            2
 ---pagebreak---    agreement for the sale of the Divestment Business within the First Divestiture
   Period. If MMC has not entered into (or procured that one of its Affiliated
   Undertakings or JLT or one of its Affiliated Undertakings enters into) such an
   agreement at the end of the First Divestiture Period, MMC shall grant the
   Divestiture Trustee an exclusive mandate to sell the Divestment Business in
   accordance with the procedure described in paragraph 28 in the Trustee
   Divestiture Period.
3. The Parties shall be deemed to have complied with this commitment if:
   (i)     by the end of the Trustee Divestiture Period, MMC or one of its Affiliated
           Undertakings, JLT or one of its Affiliated Undertakings, or the Divestiture
           Trustee has entered into a final binding sale and purchase agreement and
           the Commission approves the proposed purchaser and the terms of sale as
           being consistent with the Commitments in accordance with the procedure
           described in paragraph 16; and
   (ii)    the Closing of the sale of the Divestment Business to the Purchaser takes
           place within the Closing Period.
4. In order to maintain the structural effect of the Commitments, the Parties shall,
   for a period of 10 years after Closing, not acquire, whether directly or indirectly,
   the possibility of exercising influence (as defined in paragraph 43 of the
   Remedies Notice, footnote 3) over the whole or part of the Divestment Business,
   unless, following the submission of a reasoned request from the Parties showing
   good cause and accompanied by a report from the Monitoring Trustee (as
   provided in paragraph 42 of these Commitments), the Commission finds that the
   structure of the market has changed to such an extent that the absence of influence
   over the Divestment Business is no longer necessary to render the proposed
   Concentration compatible with the internal market.
   Structure and definition of the Divestment Business
5. The Divestment Business consists of JLT’s Aerospace practice. The Divestment
   Business, described in more detail in the Schedule, includes all assets and staff
   that contribute to the current operation or are necessary to ensure the viability and
   competitiveness of the Divestment Business, in particular:
   (i)     all tangible and intangible assets;
   (ii)    all licences, permits and authorisations issued by any governmental
           organisation for the benefit of the Divestment Business;
   (iii)   all contracts, leases, commitments and customer orders of the Divestment
           Business; all customer, credit and other records of the Divestment
           Business;
   (iv)    the Key Personnel and Personnel; and
   (v)     a best efforts obligation to secure the transfer to the Purchaser of all
           customer contracts containing a change of control provision or requiring
           consent from the customer to the transfer. For customers which on the
                                             3
 ---pagebreak---           Effective Date use both MMC and JLT as brokers for risks relating to
          Aircraft Operators, Aerospace Manufacturing, or Space, MMC can
          continue to provide services under existing contracts and can prolong or
          renew such contracts, without increasing compensation rates (whether
          fees, commissions, or any other type of compensation) under those
          contracts, for a period of […] following the Effective Date.
6. All liabilities relating to the Divestment Business that are incurred up until
   Closing shall be retained by the Parties. In addition, the Divestment Business
   includes the benefit, for a transitional period of up to […] after Closing, with a
   possible extension of up to an additional […] at the purchaser’s request and
   subject to Commission approval, and […], of all current arrangements under
   which JLT or its Affiliated Undertakings supply products or services to the
   Divestment Business, as detailed in the Schedule, unless otherwise agreed with
   the Purchaser. The supply of the […] IT system only shall be for a transitional
   period of […] after Closing, with a possible extension of up to an additional […]
   at the Purchaser’s request and subject to Commission approval. Strict firewall
   procedures will be adopted so as to ensure that any competitively sensitive
   information related to, or arising from such supply arrangements (including, but
   not limited to, product roadmaps) will not be shared with, or passed on to, anyone
   outside the Parties’ entity(ies) providing such services.
   SECTION C. RELATED COMMITMENTS
   Preservation of viability, marketability and competitiveness
7. From the Effective Date until Closing, the Parties shall preserve or procure the
   preservation of the economic viability, marketability and competitiveness of the
   Divestment Business, in accordance with good business practice, and shall
   minimise as far as possible any risk of loss of competitive potential of the
   Divestment Business. In particular the Parties undertake:
   (i)    not to carry out any action that might have a significant adverse impact on
          the value, management or competitiveness of the Divestment Business or
          that might alter the nature and scope of activity, or the industrial or
          commercial strategy or the investment policy of the Divestment Business;
   (ii)   to make available, or procure to make available, sufficient resources for
          the development of the Divestment Business, on the basis and continuation
          of the existing business plans;
   (iii)  to take all reasonable steps, or procure that all reasonable steps are being
          taken, including appropriate incentive schemes (based on industry
          practice), to encourage all Key Personnel to remain with the Divestment
          Business, and not to solicit or move any Personnel to the Parties’
          remaining business. The Parties undertake to allocate […] for retention
          payments for Key Personnel. Where, nevertheless, individual members of
          the Key Personnel exceptionally leave the Divestment Business, the
          Parties shall provide a reasoned proposal to replace the person or
          persons concerned to the Commission and the Monitoring Trustee. The
          Parties must be able to demonstrate to the Commission that the
                                             4
 ---pagebreak---             replacement is well suited to carry out the functions exercised by those
            individual members of the Key Personnel. The replacement shall take
            place under the supervision of the Monitoring Trustee, who shall report to
            the Commission.
    Hold-separate obligations
8.  The Parties commit, from the Effective Date until Closing, to keep the
    Divestment Business separate from the businesses they are retaining and to ensure
    that unless explicitly permitted under these Commitments: (i) management and
    staff of the business retained by the Parties have no involvement in the
    Divestment Business; (ii) the Key Personnel and Personnel of the Divestment
    Business have no involvement in any business retained by the Parties and do not
    report to any individual outside the Divestment Business.
9.  Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that the
    Divestment Business is managed as a distinct and saleable entity separate from
    the business which the Parties are retaining. Immediately after the adoption of the
    Decision, the Parties shall appoint a Hold Separate Manager. The Hold Separate
    Manager, who shall be part of the Key Personnel, shall manage the Divestment
    Business independently and in the best interest of the business with a view to
    ensuring its continued economic viability, marketability and competitiveness and
    its independence from the businesses retained by the Parties. The Hold Separate
    Manager shall closely cooperate with and report to the Monitoring Trustee and, if
    applicable, the Divestiture Trustee. Any replacement of the Hold Separate
    Manager shall be subject to the procedure laid down in paragraph 7(iii) of these
    Commitments. The Commission may, after having heard the Parties, require the
    Parties to replace the Hold Separate Manager.
    Ring-fencing
10. The Parties shall implement, or procure to implement, all necessary measures to
    ensure that they do not, after the Effective Date, obtain any Confidential
    Information relating to the Divestment Business and that any such Confidential
    Information obtained by the Parties before the Effective Date will be eliminated
    and not be used by the Parties. In particular, the participation of the Divestment
    Business in any central information technology network shall be severed to the
    extent possible, without compromising the viability of the Divestment Business.
    The Parties may obtain or keep information relating to the Divestment Business
    which is reasonably necessary for the divestiture of the Divestment Business or
    the disclosure of which to the Parties is required by law.
    Non-solicitation clause
11. The Parties undertake, subject to customary limitations, not to solicit, and to
    procure that Affiliated Undertakings do not solicit, the Personnel transferred with
    the Divestment Business for a period of [...] after Closing. The Parties further
    undertake, subject to customary limitations, not to hire, employ or engage, and to
    procure that Affiliated Undertakings do not hire, employ or engage, the Key
    Personnel transferred with the Divestment Business for a period of [...] after
    Closing.
                                              5
 ---pagebreak---     Due diligence
12. In order to enable potential purchasers to carry out a reasonable due diligence of
    the Divestment Business, the Parties shall, subject to customary confidentiality
    assurances and dependent on the stage of the divestiture process:
    (i)      provide to potential purchasers sufficient information as regards the
             Divestment Business;
    (ii)     provide to potential purchasers sufficient information relating to the
             Personnel and allow them reasonable access to the Personnel.
    Reporting
13. The Parties shall submit written reports in English on potential purchasers of the
    Divestment Business and developments in the negotiations with such potential
    purchasers to the Commission and the Monitoring Trustee no later than 10 days
    after the end of every month following the Effective Date (or otherwise at the
    Commission’s request). The Parties shall submit a list of all potential purchasers
    having expressed interest in acquiring the Divestment Business to the
    Commission at each and every stage of the divestiture process, as well as a copy
    of all the offers made by potential purchasers within five days of their receipt.
14. The Parties shall inform the Commission and the Monitoring Trustee on the
    preparation of the data room documentation and the due diligence procedure and
    shall submit a copy of any information memorandum to the Commission and the
    Monitoring Trustee before sending the memorandum out to potential purchasers.
    SECTION D. THE PURCHASER
15. In order to be approved by the Commission, the Purchaser must fulfil the
    following criteria:
    (i)      The Purchaser shall be independent of and unconnected to the Parties and
             their Affiliated Undertakings (this being assessed having regard to the
             situation following the divestiture).
    (ii)     The Purchaser shall have the financial resources, proven expertise and
             incentive to maintain and develop the Divestment Business as a viable and
             active competitive force in competition with the Parties and other
             competitors.
    (iii)    The acquisition of the Divestment Business by the Purchaser must neither
             be likely to create, in light of the information available to the Commission,
             prima facie competition concerns nor give rise to a risk that the
             implementation of the Commitments will be delayed. In particular, the
             Purchaser must reasonably be expected to obtain all necessary approvals
             from the relevant regulatory authorities for the acquisition of the
             Divestment Business.
    (iv)     The Purchaser shall have an existing commercial non-life insurance
             broking business with a proven track record in serving large customers
                                                 6
 ---pagebreak---             for complex risks and the geographic reach to integrate and run
            competitively the Divestment Business.
16. The final binding sale and purchase agreement (as well as ancillary agreements)
    relating to the divestment of the Divestment Business shall be conditional on the
    Commission’s approval. When MMC has reached an agreement with a
    purchaser, MMC shall submit a fully documented and reasoned proposal,
    including a copy of the final agreement(s), within one week to the Commission
    and the Monitoring Trustee. MMC must be able to demonstrate to the
    Commission that the purchaser fulfils the Purchaser Criteria and that the
    Divestment Business is being sold in a manner consistent with the Commission's
    Decision and the Commitments. For the approval, the Commission shall verify
    that the purchaser fulfils the Purchaser Criteria and that the Divestment Business
    is being sold in a manner consistent with the Commitments including their
    objective to bring about a lasting structural change in the market. The
    Commission may approve the sale of the Divestment Business without one or
    more Assets or parts of the Personnel, or by substituting one or more Assets or
    parts of the Personnel with one or more different assets or different personnel, if
    this does not affect the viability and competitiveness of the Divestment Business
    after the sale, taking account of the proposed purchaser.
    SECTION E. TRUSTEE
    I.      Appointment procedure
17. MMC shall appoint a Monitoring Trustee to carry out the functions specified in
    these Commitments for a Monitoring Trustee. MMC commits not to close the
    Concentration before the appointment of a Monitoring Trustee.
18. If MMC has not entered into (or procured that one of its Affiliated Undertakings
    or LT or one of its Affiliated Undertakings has entered into) a binding sale and
    purchase agreement regarding the Divestment Business one month before the end
    of the First Divestiture Period or if the Commission has rejected a purchaser
    proposed by MMC at that time or thereafter, MMC shall appoint a Divestiture
    Trustee. The appointment of the Divestiture Trustee shall take effect upon the
    commencement of the Trustee Divestiture Period.
19. The Trustee shall:
    (i)     at the time of appointment, be independent of the Parties and their
            Affiliated Undertakings;
    (ii)    possess the necessary qualifications to carry out its mandate, for example
            have sufficient relevant experience as an investment banker or consultant
            or auditor; and
    (iii)   neither have nor become exposed to a Conflict of Interest.
20. The Trustee shall be remunerated by the MMC in a way that does not impede the
    independent and effective fulfilment of its mandate. In particular, where the
    remuneration package of a Divestiture Trustee includes a success premium linked
                                              7
 ---pagebreak---     to the final sale value of the Divestment Business, such success premium may
    only be earned if the divestiture takes place within the Trustee Divestiture Period.
    Proposal by MMC
21. No later than two weeks after the Effective Date, MMC shall submit the names of
    one or more natural or legal persons whom MMC proposes to appoint as the
    Monitoring Trustee to the Commission for approval. No later than one month
    before the end of the First Divestiture Period or on request by the Commission,
    MMC shall submit a list of one or more persons whom MMC proposes to appoint
    as Divestiture Trustee to the Commission for approval. The proposal shall
    contain sufficient information for the Commission to verify that the person or
    persons proposed as Trustee fulfil the requirements set out in paragraph 19 and
    shall include:
    (i)      the full terms of the proposed mandate, which shall include all provisions
             necessary to enable the Trustee to fulfil its duties under these
             Commitments;
    (ii)     the outline of a work plan which describes how the Trustee intends to
             carry out its assigned tasks;
    (iii)    an indication whether the proposed Trustee is to act as both Monitoring
             Trustee and Divestiture Trustee or whether different trustees are proposed
             for the two functions.
    Approval or rejection by the Commission
22. The Commission shall have the discretion to approve or reject the proposed
    Trustee(s) and to approve the proposed mandate subject to any modifications it
    deems necessary for the Trustee to fulfil its obligations. If only one name is
    approved, MMC shall appoint or cause to be appointed the person or persons
    concerned as Trustee, in accordance with the mandate approved by the
    Commission. If more than one name is approved, MMC shall be free to choose
    the Trustee to be appointed from among the names approved. The Trustee shall
    be appointed within one week of the Commission’s approval, in accordance with
    the mandate approved by the Commission.
    New proposal by MMC
23. If all the proposed Trustees are rejected, MMC shall submit the names of at least
    two more natural or legal persons within one week of being informed of the
    rejection, in accordance with paragraphs 17 and 22 of these Commitments.
    Trustee nominated by the Commission
24. If all further proposed Trustees are rejected by the Commission, the Commission
    shall nominate a Trustee, whom MMC shall appoint, or cause to be appointed, in
    accordance with a trustee mandate approved by the Commission.
                                              8
 ---pagebreak---     II.     Functions of the Trustee
25. The Trustee shall assume its specified duties and obligations in order to ensure
    compliance with the Commitments. The Commission may, on its own initiative
    or at the request of the Trustee or MMC, give any orders or instructions to the
    Trustee in order to ensure compliance with the conditions and obligations
    attached to the Decision.
    Duties and obligations of the Monitoring Trustee
26. The Monitoring Trustee shall:
    (i)     propose in its first report to the Commission a detailed work plan
            describing how it intends to monitor compliance with the obligations and
            conditions attached to the Decision.
    (ii)    oversee, in close co-operation with the Hold Separate Manager, the on-
            going management of the Divestment Business with a view to ensuring its
            continued economic viability, marketability and competitiveness and
            monitor compliance by the Parties with the conditions and obligations
            attached to the Decision. To that end the Monitoring Trustee shall:
            (a)    monitor the preservation of the economic viability, marketability
                   and competitiveness of the Divestment Business, and the keeping
                   separate of the Divestment Business from the business retained by
                   the Parties, in accordance with paragraphs 7 and 8 of these
                   Commitments;
            (b)    supervise the management of the Divestment Business as a distinct
                   and saleable entity, in accordance with paragraph 9 of these
                   Commitments;
            (c)    with respect to Confidential Information:
                          determine all necessary measures to ensure that MMC does
                           not after the Effective Date obtain any Confidential
                           Information relating to the Divestment Business,
                          in particular strive for the severing of the Divestment
                           Business’s participation in a central information technology
                           network to the extent possible, without compromising the
                           viability of the Divestment Business,
                          make sure that any Confidential Information relating to the
                           Divestment Business obtained by MMC before the
                           Effective Date is eliminated and will not be used by MMC;
                           and
                          decide whether such information may be disclosed to or
                           kept by MMC as the disclosure is reasonably necessary to
                           allow MMC to carry out the divestiture or as the disclosure
                           is required by law;
                                              9
 ---pagebreak---        (d)     monitor the splitting of assets and the allocation of Personnel
               between the Divestment Business and the Parties or Affiliated
               Undertakings;
(iii)  propose to the Parties such measures as the Monitoring Trustee considers
       necessary to ensure the Parties’ compliance with the conditions and
       obligations attached to the Decision, in particular the maintenance of the
       full economic viability, marketability or competitiveness of the Divestment
       Business, the holding separate of the Divestment Business and the non-
       disclosure of competitively sensitive information;
(iv)   review and assess potential purchasers as well as the progress of the
       divestiture process and verify that, dependent on the stage of the
       divestiture process:
       (a)     potential purchasers receive sufficient and correct information
               relating to the Divestment Business and the Personnel in particular
               by reviewing, if available, the data room documentation, the
               information memorandum and the due diligence process, and
       (b)     potential purchasers are granted reasonable access to the Personnel;
(v)    act as a contact point for any requests by third parties, in particular
       potential purchasers, in relation to the Commitments;
(vi)   provide to the Commission, sending MMC a non-confidential copy at the
       same time, a written report within 15 days after the end of every month
       that shall cover the operation and management of the Divestment Business
       as well as the splitting of assets and the allocation of Personnel so that the
       Commission can assess whether the business is held in a manner
       consistent with the Commitments and the progress of the divestiture
       process as well as potential purchasers;
(vii)  promptly report in writing to the Commission, sending MMC a non-
       confidential copy at the same time, if it concludes on reasonable grounds
       that the Parties are failing to comply with these Commitments;
(viii) within one week after receipt of the documented proposal referred to in
       paragraph 16 of these Commitments, submit to the Commission, sending
       MMC a non-confidential copy at the same time, a reasoned opinion as to
       the suitability and independence of the proposed purchaser and the
       viability of the Divestment Business after the Sale and as to whether the
       Divestment Business is sold in a manner consistent with the conditions
       and obligations attached to the Decision, in particular, if relevant,
       whether the Sale of the Divestment Business without one or more Assets or
       not all of the Personnel affects the viability of the Divestment Business
       after the sale, taking account of the proposed purchaser;
(ix)   assume the other functions assigned to the Monitoring Trustee under the
       conditions and obligations attached to the Decision.
                                          10
 ---pagebreak--- 27. If the Monitoring and Divestiture Trustee are not the same legal or natural
    persons, the Monitoring Trustee and the Divestiture Trustee shall cooperate
    closely with each other during and for the purpose of the preparation of the
    Trustee Divestiture Period in order to facilitate each other's tasks.
    Duties and obligations of the Divestiture Trustee
28. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no
    minimum price the Divestment Business to a purchaser, provided that the
    Commission has approved both the purchaser and the final binding sale and
    purchase agreement (and ancillary agreements) as in line with the Commission's
    Decision and the Commitments in accordance with paragraphs 15 and 16 of these
    Commitments. The Divestiture Trustee shall include in the sale and purchase
    agreement (as well as in any ancillary agreements) such terms and conditions as it
    considers appropriate for an expedient sale in the Trustee Divestiture Period. In
    particular, the Divestiture Trustee may include in the sale and purchase agreement
    such customary representations and warranties and indemnities as are reasonably
    required to effect the sale. The Divestiture Trustee shall protect the legitimate
    financial interests of the Parties, subject to MMC’s unconditional obligation to
    divest at no minimum price in the Trustee Divestiture Period.
29. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the
    Divestiture Trustee shall provide the Commission with a comprehensive monthly
    report written in English on the progress of the divestiture process. Such reports
    shall be submitted within 15 days after the end of every month with a
    simultaneous copy to the Monitoring Trustee and a non-confidential copy to
    MMC.
    III.    Duties and obligations of the Parties
30. The Parties shall provide and shall cause their advisors to provide the Trustee
    with all such co-operation, assistance and information as the Trustee may
    reasonably require to perform its tasks. The Trustee shall have full and complete
    access to any of the Parties’ or the Divestment Business’s books, records,
    documents, management or other personnel, facilities, sites and technical
    information necessary for fulfilling its duties under the Commitments and the
    Parties and the Divestment Business shall provide the Trustee upon request with
    copies of any document. MMC and the Divestment Business shall make
    available to the Trustee one or more offices on their premises and shall be
    available for meetings in order to provide the Trustee with all information
    necessary for the performance of its tasks.
31. The Parties shall provide the Monitoring Trustee with all managerial and
    administrative support that it may reasonably request on behalf of the
    management of the Divestment Business. This shall include all administrative
    support functions relating to the Divestment Business which are currently carried
    out at headquarters level. The Parties shall provide and shall cause their advisors
    to provide the Monitoring Trustee, on request, with the information submitted to
    potential purchasers, in particular give the Monitoring Trustee access to the data
    room documentation and all other information granted to potential purchasers in
    the due diligence procedure. The Parties shall inform the Monitoring Trustee on
    possible purchasers, submit lists of potential purchasers at each stage of the
                                             11
 ---pagebreak---     selection process, including the offers made by potential purchasers at those
    stages, and keep the Monitoring Trustee informed of all developments in the
    divestiture process.
32. The Parties shall grant or procure Affiliated Undertakings to grant comprehensive
    powers of attorney, duly executed, to the Divestiture Trustee to effect the sale
    (including ancillary agreements), the Closing and all actions and declarations
    which the Divestiture Trustee considers necessary or appropriate to achieve the
    sale and the Closing, including the appointment of advisors to assist with the sale
    process. Upon request of the Divestiture Trustee, the Parties shall cause the
    documents required for effecting the sale and the Closing to be duly executed.
33. MMC shall indemnify the Trustee and its employees and agents (each an
    “Indemnified Party”) and hold each Indemnified Party harmless against, and
    hereby agrees that an Indemnified Party shall have no liability to MMC for, any
    liabilities arising out of the performance of the Trustee’s duties under the
    Commitments, except to the extent that such liabilities result from the wilful
    default, recklessness, gross negligence or bad faith of the Trustee, its employees,
    agents or advisors.
34. At the expense of MMC, the Trustee may appoint advisors (in particular for
    corporate finance or legal advice), subject to MMC’s approval (this approval not
    to be unreasonably withheld or delayed) if the Trustee considers the appointment
    of such advisors necessary or appropriate for the performance of its duties and
    obligations under the Mandate, provided that any fees and other expenses
    incurred by the Trustee are reasonable. Should MMC refuse to approve the
    advisors proposed by the Trustee the Commission may approve the appointment
    of such advisors instead, after having heard MMC. Only the Trustee shall be
    entitled to issue instructions to the advisors. Paragraph 33 of these Commitments
    shall apply mutatis mutandis. In the Trustee Divestiture Period, the Divestiture
    Trustee may use advisors who served MMC during the Divestiture Period if the
    Divestiture Trustee considers this in the best interest of an expedient sale.
35. The Parties agree that the Commission may share Confidential Information
    proprietary to the Parties with the Trustee. The Trustee shall not disclose such
    information and the principles contained in Article 17 (1) and (2) of the Merger
    Regulation apply mutatis mutandis.
36. The Parties agree that the contact details of the Monitoring Trustee are published
    on the website of the Commission's Directorate-General for Competition and they
    shall inform interested third parties, in particular any potential purchasers, of the
    identity and the tasks of the Monitoring Trustee.
37. For a period of 10 years from the Effective Date the Commission may request all
    information from the Parties that is reasonably necessary to monitor the effective
    implementation of these Commitments.
    IV.      Replacement, discharge and reappointment of the Trustee
38. If the Trustee ceases to perform its functions under the Commitments or for any
    other good cause, including the exposure of the Trustee to a Conflict of Interest:
                                              12
 ---pagebreak---         (i)      the Commission may, after hearing the Trustee and MMC, require MMC
                 to replace the Trustee; or
        (ii)     MMC may, with the prior approval of the Commission, replace the
                 Trustee.
39.     If the Trustee is removed according to paragraph 38 of these Commitments, the
        Trustee may be required to continue in its function until a new Trustee is in place
        to whom the Trustee has effected a full hand over of all relevant information. The
        new Trustee shall be appointed in accordance with the procedure referred to in
        paragraphs 17 to 24 of these Commitments.
40.     Unless removed according to paragraph 38 of these Commitments, the Trustee
        shall cease to act as Trustee only after the Commission has discharged it from its
        duties after all the Commitments with which the Trustee has been entrusted have
        been implemented. However, the Commission may at any time require the
        reappointment of the Monitoring Trustee if it subsequently appears that the
        relevant remedies might not have been fully and properly implemented.
        SECTION F. THE REVIEW CLAUSE
41.     The Commission may extend the time periods foreseen in the Commitments in
        response to a request from the Parties or, in appropriate cases, on its own
        initiative. Where the Parties request an extension of a time period, they shall
        submit a reasoned request to the Commission no later than one month before the
        expiry of that period, showing good cause. This request shall be accompanied by
        a report from the Monitoring Trustee, who shall, at the same time send a non-
        confidential copy of the report to the Parties. Only in exceptional circumstances
        shall the Parties be entitled to request an extension within the last month of any
        period.
42.     The Commission may further, in response to a reasoned request from the Parties
        showing good cause waive, modify or substitute, in exceptional circumstances,
        one or more of the undertakings in these Commitments. This request shall be
        accompanied by a report from the Monitoring Trustee, who shall, at the same
        time send a non-confidential copy of the report to the Parties. The request shall
        not have the effect of suspending the application of the undertaking and, in
        particular, of suspending the expiry of any time period in which the undertaking
        has to be complied with.
        SECTION G. ENTRY INTO FORCE
43.     The Commitments shall take effect upon the date of adoption of the Decision.
(Signed)
……………………………………………………………………..
duly authorised for and on behalf of
Marsh & McLennan Companies, Inc.
Name: […]
Title: […]
Date: […]
                                                 13
 ---pagebreak--- (Signed)
……………………………………………………………………..
duly authorised for and on behalf of
Jardine Lloyd Thompson Group plc
Name: […]
Title: […]
Date: […]
                                     14
 ---pagebreak---                                    SCHEDULE
1. The Divestment Business consists of JLT’s Aerospace practice, which is active in
   the brokerage of commercial non-life insurance to cover risks associated with
   operating aircraft, aerospace manufacturing, aerospace infrastructure and space.
   In particular, it includes the Key Personnel and Personnel shown in the
   organisation chart provided as Annex 3.
2. In accordance with Section B, paragraph 5 of these Commitments, the Divestment
   Business includes, but is not limited to:
   (i)    The following main tangible assets:
          (a)     all current customer relationships held by the Divestment Business;
          (b)     all electronic records and information relating to current, past and
                  prospective customers of the Divestment Business, including but
                  not limited to customer lists and files, logs of customer support
                  issues and written correspondence with customers;
          (c)     all physical records and information from the past two years
                  relating to current, past and prospective customers of the
                  Divestment Business, including but not limited to customer lists
                  and files, logs of customer support issues and written
                  correspondence with customers;
          (d)     all electronic contracts, records and information relating to the
                  Divestment Business concerning insurance companies;
          (e)     all physical contracts, records and information relating to the
                  Divestment Business from the past two years concerning insurance
                  companies;
          (f)     all marketing and promotional information relating to the
                  Divestment Business;
          (g)     all business plans and forecasts relating to the Divestment
                  Business;
          (h)     technical or other expertise relating to the Divestment Business;
          (i)     all research material, data, models, information, analyses and
                  market studies held by the Divestment Business; and
          (j)     credit and other business records currently held by the Divestment
                  Business.
   (ii)   The following main intangible assets:
          (a)     The brand name for Hayward Aviation;
                                             15
 ---pagebreak---        (b)     The […] client portal software, with the exception of the […]
               modules; and
       (c)     The […] software.
(iii)  All licences, permits and authorisations used by the Divestment Business.
(iv)   All contracts, agreements, leases, commitments and understandings of the
       Divestment Business.
(v)    All customer, credit and other records of the Divestment Business.
(vi)   The Key Personnel listed in Annex 1 (who are currently employed by JLT
       in respect of the Divestment Business).
(vii)  All personnel currently employed by JLT in respect of the Divestment
       Business, with the exception of […], including but not limited to the
       Personnel listed in Annex 2.
(viii) A best efforts obligation to secure the transfer to the Purchaser of all
       customer contracts containing a change of control provision or requiring
       consent from the customer to the transfer. For customers which on the
       Effective Date use both MMC and JLT as brokers for risks relating to
       Aircraft Operators, Aerospace Manufacturing, or Space, MMC can
       continue to provide services under existing contracts and can prolong or
       renew such contracts, without increasing compensation rates (whether
       fees, commissions, or any other type of compensation) under those
       contracts, for a period of […] following the Effective Date.
(ix)   A best efforts obligation from the Parties to the Purchaser to arrange
       access to all physical business or customer records older than two years
       that relate to the Divestment Business, at the Purchaser’s request. MMC
       shall also restrict all retained personnel in practice areas that compete
       with the Divestment Business from having access to any legacy JLT
       archive records. All MMC personnel who have access to legacy JLT
       archive records shall be subject to obligations not to disclose such records
       to MMC personnel in practice areas that compete with the Divestment
       Business.
(x)    The benefit, for a transitional period of up to […] after Closing, with a
       possible extension of up to an additional […] at the Purchaser’s request
       and subject to Commission approval, and […], of all current
       arrangements under which JLT or its Affiliated Undertakings supply
       products or services to the Divestment Business, unless otherwise agreed
       with the Purchaser, such as, at the request of the purchaser, the supply of
       the […] IT system and the supply of Insurance Brokerage Accounting for
       the calculation of debtor and creditor balances post-Closing. The supply
       of the […] IT system only shall be for a transitional period of […] after
       Closing, with a possible extension of up to an additional […] at the
       Purchaser’s request and subject to Commission approval. Strict firewall
       procedures will be adopted so as to ensure that any competitively sensitive
       information related to, or arising from, such supply arrangements will not
                                        16
 ---pagebreak---            be shared with, or passed on to, anyone outside the Parties’ entity(ies)
           providing such services.
   (xi)    An undertaking from the Parties to the purchaser, subject to customary
           limitations, not to solicit, and to procure that Affiliated Undertakings do
           not solicit, the Personnel transferred with the Divestment Business for a
           period of […] after Closing, and an undertaking from the Parties to the
           purchaser, subject to customary limitations, not to hire, employ or engage,
           and to procure that Affiliated Undertakings do not hire, employ or engage,
           the Key Personnel transferred with the Divestment Business for a period
           of [...] after Closing.
   (xii)   Any other assets identified by the Purchaser and the Parties in the asset
           purchase agreement as overseen by the Monitoring Trustee.
3. In the event that materials to be transferred contain information that is both
   confidential to the Parties’ retained businesses and not relevant for the
   Divestment Business, the information shall be redacted as appropriate.
4. For the avoidance of doubt, the Divestment Business will not include the names
   “JLT” and “Jardine Lloyd Thompson”, or any trading name of MMC, together
   with all variations thereof and all trademarks, service marks, domain names, trade
   names, trade dress, corporate names, logos and other identifiers of source
   containing, incorporating or association with any of the foregoing. For a period
   of […] post-Closing, the Parties will grant a right to the Purchaser to use the
   names “JLT” and “Jardine Lloyd Thompson” in relation to JLT's position as the
   previous owner of the Divestment Business as from the Effective Date, to the
   extent necessary solely for transitional purposes for the purposes of informing
   customers, insurers and other stakeholders of the new branding of the Divestment
   Business and in any filings, notifications or other submissions, correspondence or
   communications made to any regulatory or governmental authority but for the
   avoidance of doubt excluding use in a customer facing manner to attract new
   customers.
5. All liabilities relating to the Divestment Business that are incurred up until
   Closing shall be retained by the Parties.
6. If there is any asset or personnel which is not covered by paragraph 2 of this
   Schedule but which is both used (exclusively or not) in the Divestment Business
   and necessary for the continued viability and competitiveness of the Divestment
   Business, that asset or adequate substitute will be offered to potential purchasers.
                                             17
 ---pagebreak---   Annex 1
Key Personnel
    […]
        18
 ---pagebreak---  Annex 2
Personnel
   […]
      19
 ---pagebreak---     Annex 3
Organisation chart
      […]
           20