Common use of Agreement Among Underwriters Clause in Contracts

Agreement Among Underwriters. Execution of this Agreement by the Representatives on their own behalf or on behalf of the Underwriters will constitute acceptance by the Underwriters of the ICMA Agreement Among Managers Version 1 (New York Law Schedule), except that (i) paragraph 3 of the Agreement Among Managers will be deleted in its entirety and replaced with Section 9 of this Agreement and (ii) references in the Agreement Among Managers to the “Lead Manager” shall, save in the case of clause 5 of the Agreement Among Managers, be construed as references to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC and Deutsche Bank AG, London Branch acting jointly and, in the case of clause 5, to Credit Suisse Securities (Europe) Limited; and references to “Settlement Lead Manager” and “Stabilising Manager” shall be construed as references to Credit Suisse Securities (Europe) Limited. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, AON PLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President and Treasurer AON CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Underwriters By CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorised Attorney By BARCLAYS BANK PLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorised Attorney By DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director EXHIBIT A Underwriter Principal Amount of Securities Credit Suisse Securities (Europe) Limited € 140,000,000 Barclays Bank PLC € 100,000,000 Deutsche Bank AG, London Branch € 100,000,000 ING Bank N.V. Belgian Branch € 35,000,000 Natixis € 35,000,000 ANZ Securities, Inc. € 15,000,000 Aon Xxxxxxxx Securities, Inc. € 15,000,000 BMO Capital Markets Corp. € 15,000,000 Commerzbank Aktiengesellschaft € 15,000,000 Lloyds Bank plc € 15,000,000 Xxxxx Fargo Securities, LLC € 15,000,000 Total € 500,000,000 EXHIBIT B

Agreement Among Underwriters. Execution The execution of this Agreement by the Representatives on their own behalf or on behalf of the Underwriters all parties will constitute the Underwriters’ acceptance by the Underwriters of the ICMA Agreement Among Managers Version 1 (1/New York Law Schedule)Schedule subject to any amendment notified to the Underwriters in writing at any time prior to the execution of this Agreement. References to the “Managers” shall be deemed to refer to the Underwriters, except that (i) paragraph references to the “Lead Manager” shall be deemed to refer to each of X.X. Xxxxxx Securities plc, Xxxxxxx Xxxxx International and The Royal Bank of Scotland plc and references to “Settlement Lead Manager” shall be deemed to refer to X.X. Xxxxxx Securities plc. As applicable to the Underwriters, Clause 3 of the ICMA Agreement Among Managers will Version 1/New York Schedule shall be deemed to be deleted in its entirety and replaced with Section 9 of this Agreement and (ii) references in the Agreement Among Managers to the “Lead Manager” shall, save in the case of clause 5 of the Agreement Among Managers, be construed as references to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC and Deutsche Bank AG, London Branch acting jointly and, in the case of clause 5, to Credit Suisse Securities (Europe) Limited; and references to “Settlement Lead Manager” and “Stabilising Manager” shall be construed as references to Credit Suisse Securities (Europe) LimitedAgreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the Representatives’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantor and the several Underwriters in accordance with its termsspace provided below. Very truly yours, AON PLC By: MOODY’S CORPORATION By /s/ Xxxx Xxxx NameX. Xxxxxxx Title: Xxxx Executive Vice President and General Counsel By /s/ Xxxxxxx X. Xxxx Title: Senior Vice President President, Corporate Planning and Treasurer AON CORPORATION By[Signature page to the Underwriting Agreement] Accepted: February 27, 2015 X.X. Xxxxxx Securities plc By /s/ Xxxx Xxxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Xxxxxxx Xxxxx International By /s/ Xxxx Xxxxxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 The Royal Bank of Scotland plc By /s/ Xxxxxxx Xxxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Citigroup Global Markets Limited By /s/ Xxxxx Xxxxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Mitsubishi UFJ Securities International plc By /s/ An-xxx Xxxx-Xxxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Fifth Third Securities, Inc. By /s/ Xxxxx X. Xxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Xxxxxxx, Xxxxx & Co. By /s/ Xxxx NameXxxxxx [Signature page to the Underwriting Agreement] Accepted: Xxxxxxx February 27, 2015 Lloyds Bank plc By /s/ Xxxxx Xxxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 PNC Capital Markets LLC By /s/ Xxxxxx X. Xxxx TitleXxxxxx [Signature page to the Underwriting Agreement] Accepted: Vice President and Secretary February 27, 2015 Scotiabank Europe plc By /s/ Xxxxx Xxxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Underwriters Toronto-Dominon Bank By CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorised Attorney By BARCLAYS BANK PLC By: /s/ Xxxx Xxxxxxx Name[Signature page to the Underwriting Agreement] Accepted: Xxxx Xxxxxxx TitleFebruary 27, 2015 U.S. Bancorp Investments, Inc. By /s/ Xxxxx Xxxxxxxx [Signature page to the Underwriting Agreement] Accepted: Authorised Attorney February 27, 2015 The Xxxxxxxx Capital Group, L.P. By DEUTSCHE BANK AG/s/ Xxxxxxxx Xxxxx [Signature page to the Underwriting Agreement] Accepted: February 27, LONDON BRANCH By: 2015 SMBC Nikko Capital Markets Limited By /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director By: /s/ Xxx Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director EXHIBIT A [Signature page to the Underwriting Agreement] Schedule 1 Underwriter Principal Amount of Securities Credit Suisse X.X. Xxxxxx Securities (Europe) plc € 125,000,000 Xxxxxxx Xxxxx International € 100,000,000 The Royal Bank of Scotland plc € 100,000,000 Citigroup Global Markets Limited € 140,000,000 Barclays Bank PLC 32,500,000 Mitsubishi UFJ Securities International plc € 100,000,000 Deutsche Bank AG, London Branch € 100,000,000 ING Bank N.V. Belgian Branch € 35,000,000 Natixis € 35,000,000 ANZ 32,500,000 Fifth Third Securities, Inc. € 15,000,000 Aon Xxxxxxxx Securities12,500,000 Xxxxxxx, Inc. Sachs & Co. € 15,000,000 BMO Capital Markets Corp. € 15,000,000 Commerzbank Aktiengesellschaft € 15,000,000 12,500,000 Lloyds Bank plc € 15,000,000 Xxxxx Fargo Securities, 12,500,000 PNC Capital Markets LLC € 15,000,000 12,500,000 Scotiabank Europe plc € 12,500,000 The Toronto-Dominion Bank € 12,500,000 U.S. Bancorp Investments, Inc. € 12,500,000 The Xxxxxxxx Capital Group, L.P. € 12,500,000 SMBC Nikko Capital Markets Limited € 10,000,000 Total € 500,000,000 EXHIBIT BSchedule 2 LIST OF SIGNIFICANT SUBSIDIARIES Xxxxx’x Investors Service, Inc. Xxxxx’x Analytics, Inc. Xxxxx’x Investors Service Ltd. Schedule 3 Time of Sale Information

Agreement Among Underwriters. Execution of this Agreement The Underwriters agree as between themselves that they will be bound by and will comply with the Representatives on their own behalf or on behalf of the Underwriters will constitute acceptance by the Underwriters of the ICMA International Capital Markets Association Agreement Among Managers Version 1 (1/New York Law Schedule)Schedule (the “Agreement Among Managers”) as amended in the manner set out below. For purposes of the Agreement Among Managers, except that (i) paragraph “Managers” means the Underwriters, “Lead Managers” means the Representatives, “Settlement Lead Manager” means Xxxxxxx Xxxxx International, “Stabilizing Manager” means Xxxxxxx Xxxxx International and “Subscription Agreement” means this Agreement. Clause 3 of the Agreement Among Managers will shall be deleted in its entirety and replaced with Section 9 10 of this Agreement and (ii) references in Agreement. In the event of any conflict between the provisions of the Agreement Among Managers to and this Agreement, the “Lead Manager” shall, save in the case terms of clause 5 of the this Agreement Among Managers, be construed as references to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC and Deutsche Bank AG, London Branch acting jointly and, in the case of clause 5, to Credit Suisse Securities (Europe) Limited; and references to “Settlement Lead Manager” and “Stabilising Manager” shall be construed as references to Credit Suisse Securities (Europe) Limitedprevail. If the foregoing is in accordance with the Representatives’ your understanding of our agreement, kindly please sign and return to us one of the counterparts Company a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between the Company, the Guarantor Underwriters and the several Underwriters Company in accordance with its terms. Very truly yours, AON PLC EURONET WORLDWIDE, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx XXXX X. XXXXXX Title: Senior Vice President and Treasurer AON CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Underwriters By CREDIT SUISSE : XXXXXXX XXXXX INTERNATIONAL BARCLAYS BANK PLC XXXXX FARGO SECURITIES (EUROPE) INTERNATIONAL LIMITED By: XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxxx Xxxxxxx NameXXXXX XXXXXXXX Authorized Signatory By: Xxxxxxx Xxxxxxx Title: Authorised Attorney By BARCLAYS BANK PLC By: /s/ Xxxx Xxxxxxx NameXXXX XXXXX Authorized Signatory By: Xxxx Xxxxxxx TitleXXXXX FARGO SECURITIES INTERNATIONAL LIMITED By: Authorised Attorney By DEUTSCHE /s/ XXXXXX XXXXX Authorized Signatory By: BANCO BILBAO VIZCAYA ARGENTARIA, S.A. By: /s/ XXXXXX DE LOTS CAVADAS Head of Den Iberia Corporates By: BANK AGOF MONTREAL, LONDON BRANCH By: /s/ Xxxxxxxxx Xxxxxxx NameXXXXX XXXXXXX MD Trading Products By: Xxxxxxxxx Xxxxxxx Title/s/ XXXXXX XXXXXXXX DCM Origination & Syndication By: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ ARGENT VESELI Authorized Signatory By: /s/ XXXXXXX XXXXX Authorized Signatory By: FIFTH THIRDS SECURITIES, INC. By: /s/ XXXXXXX XXXXXXXXX Managing Director By: KBC BANK NV By: /s/ Xxxxxx Xxxx NameXXXXXXX XXXXX CEO Markets By: Xxxxxx Xxxx Title/s/ JACQUES VAN DE VELDE Authorized Signatory By: KEYBANK CAPITAL MARKETS INC. By: /s/ XXXX BLUE Director By: LLOYDS SECURITIES INC. By: /s/ XXXX XXXXXXXXX Managing Director EXHIBIT By: RBC EUROPE LIMITED By: /s/ XXXXXX XXXXXX Duly Authorized Signatory By: REGIONS SECURITIES LLC By: /s/ XXXXXX XXXXXXXXXX Director By: U.S. BANCORP INVESTMENTS, INC. By: /s/ XXXXXXX XXXXXXX Director SCHEDULE A Underwriter Underwriters Aggregate Principal Amount of Securities Credit Suisse Securities (Europe) Limited 2026 Notes to be Purchased Xxxxxxx Xxxxx International € 140,000,000 240,000,000 Barclays Bank PLC € 100,000,000 Deutsche 180,000,000 Xxxxx Fargo Securities International Limited 120,000,000 Banco Bilbao Vizcaya Argentaria, S.A. 6,000,000 Bank AGof Montreal, London Branch € 100,000,000 ING 6,000,000 Crédit Agricole Corporate and Investment Bank N.V. Belgian Branch € 35,000,000 Natixis € 35,000,000 ANZ 6,000,000 Fifth Third Securities, Inc. € 15,000,000 Aon Xxxxxxxx Securities6,000,000 KBC Bank NV 6,000,000 KeyBanc Capital Markets Inc. 6,000,000 Lloyds Securities Inc. 6,000,000 RBC Europe Limited 6,000,000 Regions Securities LLC 6,000,000 U.S. Bancorp Investments, Inc. € 15,000,000 BMO Capital Markets Corp. € 15,000,000 Commerzbank Aktiengesellschaft € 15,000,000 Lloyds Bank plc € 15,000,000 Xxxxx Fargo Securities, LLC € 15,000,000 6,000,000 Total € 500,000,000 EXHIBIT B600,000,000 SCHEDULE B Issuer Free Writing Prospectuses

Agreement Among Underwriters. Execution of this Agreement The Underwriters agree as between themselves that they will be bound by and will comply with the Representatives on their own behalf or on behalf of the Underwriters will constitute acceptance by the Underwriters of the ICMA International Capital Markets Association Agreement Among Managers Version 1 (including the New York Law Schedule)Schedule for Non-Equity Related Issues Governed by New York Law) (the “Agreement Among Managers”) provided, except however, that (i) paragraph 3 of the Agreement Among Managers will shall be deleted disapplied in its entirety and replaced with Section 9 7 of this Agreement and (ii) the Underwriting Agreement. The Underwriters further agree that references in the Agreement Among Managers to the “Lead Manager” shallshall mean Deutsche Bank AG, save in the case of clause 5 of the Agreement Among ManagersLondon Branch, be construed as references to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC and the “Settlement Lead Manager” shall mean Deutsche Bank AG, London Branch acting jointly and, in the case of clause 5, to Credit Suisse Securities (Europe) Limited; and references to the “Settlement Lead Manager” and “Stabilising Stabilization Manager” shall mean Deutsche Bank AG, London Branch. Notwithstanding the foregoing, the Stabilizing Manager shall be construed entitled to charge any stabilization losses and shall account for any stabilization profit to the Underwriters pro rata to their underwriting commitments as references set out in Schedule A hereto. The Closing will take place at 4:00 a.m., New York City time, on June 6, 2024 (the “Closing Date”), at the offices of Hunton Axxxxxx Xxxxx LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Notes will be made available for checking at the offices of Hunton Axxxxxx Xxxxx LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (unless another location shall be agreed to Credit Suisse Securities (Europeby the Company and the Underwriters) Limitedat least 24 hours prior to the Closing Date. If Please signify your acceptance by signing the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return enclosed response to us one of in the counterparts hereof, whereupon space provided and returning it will become a binding agreement between the Company, the Guarantor and the several Underwriters in accordance with its termsto us. Very truly yours, AON PLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President and Treasurer AON CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Underwriters By CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorised Attorney By BARCLAYS BANK PLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorised Attorney By DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxxxxx Xxxxxxx JXXX XXX Name: Xxxxxxxxx Xxxxxxx Jxxx Xxx Title: Managing Director By: /s/ Xxxxxx Xxxx SXXXXX XXXX Name: Xxxxxx Sxxxxx Xxxx Title: Managing Director EXHIBIT HSBC CONTINENTAL EUROPE By: /s/ CXXXXXXXXX XXXXXXXX Name: Cxxxxxxxxx Xxxxxxxx Title: Managing Director By: /s/ AXXXXXXXX XXXXXXXXX Name: Axxxxxxxx Xxxxxxxxx Title: General Proxy BANCO SANTANDER, S.A. By: /s/ MXXXXXXX X´XXXXX Name: Mxxxxxxx x´Xxxxx Title: DCM Executive Director By: /s/ AXXXXX XXXX Name: Axxxxx Xxxx Title: DCM Associate SMBC NIKKO CAPITAL MARKETS LIMITED By: /s/ SXXXXXX XXXXX Name: Sxxxxxx Xxxxx Title: Authorised Signatory STANDARD CHARTERED BANK By: /s/ PXXXXXX XXXXXX-XXXX Name: Pxxxxxx Xxxxxx-Xxxx Title: Managing Director, Debt Capital Markets Accepted: PXXXXX MXXXXX INTERNATIONAL INC. By: /s/ FRANK DE ROOIJ Name: Frank de Rooij Title: Vice President Treasury and Corporate Finance SCHEDULE A Underwriter Principal Amount of Securities Credit Suisse Securities (Europe) Limited € 140,000,000 Barclays Bank PLC € 100,000,000 DEBT SECURITIES Underwriters 2031 Notes Deutsche Bank AG, London Branch € 100,000,000 ING Bank N.V. Belgian Branch € 35,000,000 Natixis € 35,000,000 ANZ SecuritiesHSBC Continental Europe 100,000,000 Banco Santander, Inc. € 15,000,000 Aon Xxxxxxxx Securities, Inc. € 15,000,000 BMO S.A. 100,000,000 SMBC Nikko Capital Markets Corp. € 15,000,000 Commerzbank Aktiengesellschaft € 15,000,000 Lloyds Limited 100,000,000 Standard Chartered Bank plc € 15,000,000 Xxxxx Fargo Securities, LLC € 15,000,000 100,000,000 Total € 500,000,000 EXHIBIT SCHEDULE B