The Plan operates each year from the first business day in October through the last business day in September. Each plan year, you are offered a new opportunity to participate.

When you enroll in the Stock Purchase Plan, you elect to contribute—via payroll deductions and on an after-tax basis—from 1% to 15% of your base salary throughout the plan year. The Internal Revenue Code does not permit contributions to an employee stock purchase plan to be made on a before-tax basis.

During the period between purchases of MMC stock, your contributions will earn interest at a 2% annual rate, compounded semi-monthly, if you are a salaried employee, which will be applied to the funds available for purchasing MMC stock. If you are classified as an hourly employee, interest is compounded weekly, as long as you receive eligible pay.

Your calendar quarter-end balance is used to purchase shares of MMC common stock each quarter at a price that is 95% of the average market price of the stock on the day the stock is purchased. After each quarterly close, your shares of MMC common stock purchased with your quarter-end account balance are placed in an account with Smith Barney. You own these shares of MMC common stock outright and can decide to sell them, hold them, in your Smith Barney Stock Purchase Plan account or transfer them to another account.

You can only name a beneficiary for your plan shares if you move your shares from the Smith Barney Stock Purchase Plan account to a brokerage account or to another account.

However, you can jointly register your shares. If you choose to jointly register your shares, your joint tenant will own the shares on your death.

Note: This refers only to shares actually owned—not to your current plan year contribution balance. If you die during the plan year, your estate will receive a refund of contributions you made to the Plan that quarter, plus interest.