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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
_____________________________________________ 
FORM 10-Q Filing
_____________________________________________ 
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2013
_____________________________________________ 
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
(212) 345-5000
_____________________________________________ 
Commission file number 1-5998
State of Incorporation: Delaware
I.R.S. Employer Identification No. 36-2668272
_____________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated Filer   x
  
Accelerated Filer   ¨
 
 
Non-Accelerated Filer   ¨ (Do not check if a smaller reporting company)
  
Smaller Reporting Company   ¨
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).     Yes   ¨     No   ý
As of April 30, 2013 , there were outstanding 551,286,359 shares of common stock, par value $1.00 per share, of the registrant.
 


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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, we may use forward-looking statements when addressing topics such as: the outcome of contingencies; the expected impact of acquisitions and dispositions; pension obligations; market and industry conditions; the impact of foreign currency exchange rates; our effective tax rates; the impact of competition; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure, dividend policy, cash flow and liquidity; future actions by regulators; and the impact of changes in accounting rules.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, among other things:

▪
our exposure to potential liabilities arising from errors and omissions claims against us, particularly in our Marsh and Mercer businesses;
•
our ability to make strategic acquisitions and dispositions and to integrate, and realize expected synergies, savings or strategic be nefits from the businesses we acquire;
•
the impact of any regional, national or global political, economic, regulatory or market conditions on our results of operations and financial condition;
•
changes in the funded status of our global defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
•
the impact of competition, including with respect to our geographic reach, the sophistication and quality of our services, our pricing relative to competitors, our customers' option to self-insure or utilize internal resources instead of consultants, and our corporate tax rates relative to a number of our competitors;
•
the extent to which we retain existing clients and attract new business, and our ability to incentivize and retain key employees;
•
our exposure to potential criminal sanctions or civil remedies if we fail to comply with foreign and U.S. laws and regulations that are applicable to our international operations, including trade sanctions laws such as the Iran Threat Reduction and Syria Human Rights Act of 2012, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;
•
our ability to maintain adequate physical, technical and administrative safeguards to protect the security of data;
•
the impact of changes in interest rates and deterioration of counterparty credit quality on our results related to our cash balances and investment portfolios, including corporate and fiduciary funds;
•
the impact on our net income or cash flows and our effective tax rate in a particular period caused by settled tax audits and expired statutes of limitation;
•
the impact on our net income caused by fluctuations in foreign currency exchange rates;
•
the potential impact of rating agency actions on our cost of financing and ability to borrow, as well as on our operating costs and competitive position;
•
our ability to successfully recover should we experience a disaster or other business continuity problem;
•
changes in applicable tax or accounting requirements; and
•
potential income statement effects from the application of FASB's ASC Topic No. 740 (“Income Taxes”) regarding accounting treatment of uncertain tax benefits and valuation allowances, including the effect of any subsequent adjustments to the estimates we use in applying this accounting standard.
 
The factors identified above are not exhaustive. Marsh & McLennan Companies and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, we caution readers not to place undue reliance on the above forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made. Further information concerning Marsh & McLennan Companies and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the “Risk Factors” section of our most recently filed Annual Report on Form 10-K.

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Table of Contents

TABLE OF CONTENTS
 
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
OF OPERATIONS
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
ITEM 5.
 
 
 
ITEM 6.


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Table of Contents

PART I.    FINANCIAL INFORMATION
 
Item 1.
Financial Statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
Three Months Ended
March 31,
(In millions, except per share figures)
2013

 
2012

Revenue:
$
3,126

 
$
3,051

Expense:
 
 
 
Compensation and benefits
1,803

 
1,796

Other operating expenses
716

 
728

Operating expenses
2,519

 
2,524

Operating income
607

 
527

Interest income
4

 
6

Interest expense
(44
)
 
(46
)
Investment income
21

 
20

Income before income taxes
588

 
507

Income tax expense
176

 
153

Income from continuing operations
412

 
354

Discontinued operations, net of tax
12

 
—

Net income before non-controlling interests
424

 
354

Less: Net income attributable to non-controlling interests
11

 
7

Net income attributable to the Company
$
413

 
$
347

Basic net income per share – Continuing operations
$
0.73

 
$
0.64

 – Net income attributable to the Company
$
0.75

 
$
0.64

Diluted net income per share – Continuing operations
$
0.72

 
$
0.63

 – Net income attributable to the Company
$
0.74

 
$
0.63

Average number of shares outstanding – Basic
548

 
542

                               – Diluted
557

 
551

Shares outstanding at March 31
550

 
546


The accompanying notes are an integral part of these consolidated statements.


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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

For the Three Months Ended March 31,
 
(In millions)
2013

 
2012

Net income before non-controlling interests
$
424

 
$
354

Other comprehensive income (loss), before tax:
 
 
 
    Foreign currency translation adjustments
(260
)
 
162

    Unrealized investment loss
—

 
(1
)
    Gain related to pension/post-retirement plans
252

 
14

Other comprehensive income (loss), before tax
(8
)
 
175

Income tax expense on other comprehensive income (loss)
64

 
10

Other comprehensive income (loss), net of tax
(72
)
 
165

Comprehensive income
352

 
519

Less: Comprehensive income attributable to non-controlling interest
11

 
7

Comprehensive income attributable to the Company
$
341

 
$
512


The accompanying notes are an integral part of these consolidated statements.

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(In millions of dollars, except per share figures)
March 31,
2013

 
December 31,
2012

ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,263

 
$
2,301

Receivables
 
 
 
Commissions and fees
2,994

 
2,858

Advanced premiums and claims
76

 
62

Other
211

 
244

 
3,281

 
3,164

Less-allowance for doubtful accounts and cancellations
(105
)
 
(106
)
Net receivables
3,176

 
3,058

Current deferred tax assets
436

 
410

Other current assets
222

 
194

Total current assets
5,097

 
5,963

Goodwill and intangible assets
7,199

 
7,261

Fixed assets
(net of accumulated depreciation and amortization of $1,586 at March 31, 2013 and $1,582 at December 31, 2012)
793

 
809

Pension related assets
580

 
260

Deferred tax assets
1,129

 
1,223

Other assets
739

 
772

 
$
15,537

 
$
16,288

 
The accompanying notes are an integral part of these consolidated statements.


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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
 
(In millions of dollars, except per share figures)
March 31,
2013

 
December 31,
2012

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Short-term debt
$
10

 
$
260

Accounts payable and accrued liabilities
1,808

 
1,721

Accrued compensation and employee benefits
746

 
1,473

Accrued income taxes
148

 
110

Dividends payable
128

 
—

Total current liabilities
2,840

 
3,564

Fiduciary liabilities
4,396

 
3,992

Less – cash and investments held in a fiduciary capacity
(4,396
)
 
(3,992
)
 
—

 
—

Long-term debt
2,705

 
2,658

Pension, post-retirement and post-employment benefits
1,993

 
2,094

Liabilities for errors and omissions
433

 
460

Other liabilities
853

 
906

Commitments and contingencies

 

Equity:
 
 
 
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued
—

 
—

Common stock, $1 par value, authorized
 
 
 
1,600,000,000 shares, issued 560,641,640 shares at March 31, 2013
 
 
 
   and December 31, 2012
561

 
561

Additional paid-in capital
993

 
1,107

Retained earnings
8,786

 
8,628

Accumulated other comprehensive loss
(3,379
)
 
(3,307
)
Non-controlling interests
73

 
64

 
7,034

 
7,053

Less – treasury shares, at cost, 10,373,289 shares at March 31, 2013
 
 
 
   and 15,133,774 shares at December 31, 2012
(321
)
 
(447
)
Total equity
6,713

 
6,606

 
$
15,537

 
$
16,288

The accompanying notes are an integral part of these consolidated statements.


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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31,
 
 
 
(In millions of dollars)
2013

 
2012

Operating cash flows:
 
 
 
Net income before non-controlling interests
$
424

 
$
354

Adjustments to reconcile net income to cash provided by operations:
 
 
 
Depreciation and amortization of fixed assets and capitalized software
69

 
66

Amortization of intangible assets
18

 
17

Adjustments to acquisition related contingent consideration liability
1

 
—

Provision for deferred income taxes
51

 
35

Gain on investments
(21
)
 
(20
)
Loss on disposition of assets
2

 
12

Stock option expense
7

 
11

Changes in assets and liabilities:
 
 
 
Net receivables
(120
)
 
(101
)
Other current assets
(54
)
 
151

Other assets
(334
)
 
(213
)
Accounts payable and accrued liabilities
53

 
(136
)
Accrued compensation and employee benefits
(727
)
 
(702
)
Accrued income taxes
39

 
17

Other liabilities
(37
)
 
26

Effect of exchange rate changes
36

 
(20
)
Net cash used for operations
(593
)
 
(503
)
Financing cash flows:
 
 
 
Purchase of treasury shares
(100
)
 
—

Proceeds from debt
50

 
248

Repayments of debt
(252
)
 
(252
)
Shares withheld for taxes on vested units – treasury shares
(65
)
 
(84
)
Issuance of common stock
135

 
77

Payments of contingent consideration for acquisitions
(3
)
 
(13
)
Distributions of non-controlling interests
(2
)
 
—

Dividends paid
(127
)
 
(121
)
Net cash used for financing activities
(364
)
 
(145
)
Investing cash flows:
 
 
 
Capital expenditures
(88
)
 
(51
)
Net sales of long-term investments
92

 
(5
)
Proceeds from sales of fixed assets
1

 
1

Dispositions
3

 
—

Acquisitions
(1
)
 
(60
)
Other, net
1

 
(1
)
Net cash provided by (used for) investing activities
8

 
(116
)
Effect of exchange rate changes on cash and cash equivalents
(89
)
 
61

Decrease in cash and cash equivalents
(1,038
)
 
(703
)
Cash and cash equivalents at beginning of period
2,301

 
2,113

Cash and cash equivalents at end of period
$
1,263

 
$
1,410

The accompanying notes are an integral part of these consolidated statements.

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
 
For the Three Months Ended March 31,
 
 
 
(In millions, except per share figures)
2013

 
2012

COMMON STOCK
 
 
 
Balance, beginning and end of period
$
561

 
$
561

ADDITIONAL PAID-IN CAPITAL
 
 
 
Balance, beginning of year
$
1,107

 
$
1,156

Change in accrued stock compensation costs
(89
)
 
(118
)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact
(25
)
 
(20
)
Balance, end of period
$
993

 
$
1,018

RETAINED EARNINGS
 
 
 
Balance, beginning of year
$
8,628

 
$
7,949

Net income attributable to the Company
413

 
347

Dividend equivalents declared (per share amounts: $0.46 in 2013 and $0.44 in 2012)
(3
)
 
(3
)
Dividends declared – (per share amounts: $0.46 in 2013 and $0.44 in 2012)
(252
)
 
(240
)
Balance, end of period
$
8,786

 
$
8,053

ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS)
 
 
 
Balance, beginning of year
$
(3,307
)
 
$
(3,188
)
Other comprehensive income (loss), net of tax
(72
)
 
165

Balance, end of period
$
(3,379
)
 
$
(3,023
)
TREASURY SHARES
 
 
 
Balance, beginning of year
$
(447
)
 
$
(595
)
Issuance of shares under stock compensation plans and employee stock purchase plans
226

 
184

Purchase of treasury shares
(100
)
 
—

Balance, end of period
$
(321
)
 
$
(411
)
NON-CONTROLLING INTERESTS
 
 
 
Balance, beginning of year
$
64

 
$
57

Net income attributable to non-controlling interests
11

 
7

Other changes
(2
)
 
3

Balance, end of period
$
73

 
$
67

TOTAL EQUITY
$
6,713

 
$
6,265

The accompanying notes are an integral part of these consolidated statements.

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.     Nature of Operations
Marsh & McLennan Companies, Inc. (“the Company”), a global professional services firm, is organized based on the different services that it offers. Under this organizational structure, the Company’s two business segments are Risk and Insurance Services and Consulting.
The Risk and Insurance Services segment provides risk management and insurance broking, reinsurance broking and insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations, and private clients. The Company conducts business in this segment through Marsh and Guy Carpenter.
The Company conducts business in its Consulting segment through two main business groups. Mercer provides consulting expertise, advice, services and solutions in the areas of talent, health, retirement and investments. Oliver Wyman Group provides specialized management and economic and brand consulting services.
Acquisitions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 7 to the consolidated financial statements.
As discussed below in Note 2, effective January 1, 2013, the Corporate Benefits and Association businesses, previously part of Marsh's U.S. Consumer operations were transferred to Mercer, accordingly, these businesses are now part of the Consulting segment. Prior period segment amounts have been reclassified to conform with current year presentation.
The Company has "continuing involvement" in certain Corporate Advisory and Restructuring businesses (“CARG”), that were disposed of in 2008. The run-off of the CARG business is being managed by the Company’s corporate departments and financial results of these entities are included in “Corporate” for segment reporting purposes.

2.     Principles of Consolidation and Other Matters
The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, although the Company believes that the information and disclosures presented are adequate to make such information and disclosure not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “ 2012 10-K”).
Effective January 1, 2013, the Corporate Benefits and Association businesses, previously part of Marsh's U.S. Consumer operations were transferred to Mercer. The presentation of segment revenue and segment operating income has been conformed accordingly. Prior period segment amounts have been reclassified to conform with current year presentations. See Note 16 for additional details about the impact of these reclassifications.
The financial information contained herein reflects all adjustments consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s results of operations for the three month period ended March 31, 2013 and 2012 .
Cash and Cash Equivalents
Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. The Company is required to maintain operating funds of approximately $230 million related to regulatory requirements outside the U.S. or as collateral under captive insurance arrangements.
Investment (Loss) Income
The caption “Investment (loss) income” in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in current earnings. It includes, when applicable, other than

- 10 -

temporary declines in the value of debt and available for sale securities and the change in value of the Company’s holdings in certain private equity funds, including equity method gains (losses) on its investment in Trident II, a limited partnership. The Company’s investments may include direct investments in insurance or consulting companies and investments in private equity funds. The Company recorded gains on its investment in Trident II of $20 million in both quarters ended March 31, 2013 and 2012 , including $15 million of deferred performance fees in the first quarter of 2013. Trident II has now harvested substantially all its portfolio investments and there are no remaining capital commitments for this fund.
Income Taxes

The Company's effective tax rate in the first quarter of 2013 was 29.9% . The rate reflects the impact of non-U.S. earnings subject to tax at rates below the U.S. statutory rate, including the effect of repatriation. The effective tax rate for the first quarter of 2012 was 30.2% .

The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position, and reliance on the opinion of professional tax advisors.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits decreased from
$ 117 million at December 31, 2012 to $113 million at March 31, 2013. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $ 21 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

3.     Fiduciary Assets and Liabilities
In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds of $8 million and $ 11 million for the three -month periods ended March 31, 2013 and 2012 , respectively. The Consulting segment recorded fiduciary interest income of $1 million in each of the three -month periods ended March 31, 2013 and 2012 . Since fiduciary assets are not available for corporate use, they are shown in the consolidated balance sheets as an offset to fiduciary liabilities.
Net uncollected premiums and claims and the related payables amounted to $10.1 billion at March 31, 2013 and $9.1 billion at December 31, 2012 . The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Net uncollected premiums and claims and the related payables are, therefore, not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.
In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables.
Mercer manages approximately $17 billion of assets in trusts or funds for which Mercer’s management or trustee fee is considered a variable interest. Mercer is not the primary beneficiary of these trusts or funds. Mercer’s only variable interest in any of these trusts or funds is its unpaid fees, if any. Mercer’s maximum exposure to loss of its interests is, therefore, limited to collection of its fees.

4.    Per Share Data
From 2009 through 2012, the Company used the two-class method to compute basic and diluted earnings per share ("EPS"). Under the accounting guidance which applies to the calculation of EPS for share-based payment awards with rights to dividends or dividend equivalents, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of basic and dilutive EPS using the two-class method.

- 11 -

In the first quarter of 2013, the share based payment awards with non-forfeitable rights to dividends were fully vested. As a result, the Company is no longer required to use the two-class method and in the first quarter of 2013 used the treasury stock method to calculate EPS. There was no difference in the earnings per share calculations when comparing the two-class method to the treasury stock method in any quarter of 2012. Therefore, the prior period information in the chart below shows the earnings per share calculation using the treasury stock method, consistent with current year presentation.
Basic net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income by the weighted average number of outstanding shares of the Company’s common stock.
Diluted net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares. Reconciliation of the applicable income components used for diluted EPS - continuing operations and basic weighted average common shares outstanding to diluted weighted average common shares outstanding is presented below. The reconciling items, related to the calculation of diluted weighted average common shares outstanding are the same for net income attributable to the Company.
 
Basic and Diluted EPS Calculation - Continuing Operations
Three Months Ended
March 31,
 
(In millions, except per share figures)
2013

 
2012

 
Net income from continuing operations
$
412

 
$
354

 
Less: Net income attributable to non-controlling interests
11

 
7

 
 
401

 
347

 
Basic weighted average common shares outstanding
548

 
542

 
Dilutive effect of potentially issuable common shares
9

 
9

 
Diluted weighted average common shares outstanding
557

 
551

 
Average stock price used to calculate common stock equivalents
$
36.21

 
$
31.95

 
There were 28.9 million and 38.2 million stock options outstanding as of March 31, 2013 and 2012 , respectively.



- 12 -

5.    Supplemental Disclosures to the Consolidated Statements of Cash Flows
The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three -month periods ended March 31, 2013 and 2012 .
 
(In millions of dollars)
2013

 
2012

Assets acquired, excluding cash
$
—

 
$
93

Liabilities assumed
—

 
(27
)
Contingent/deferred purchase consideration
—

 
(13
)
Net cash outflow for current year acquisitions
—

 
53

Deferred purchase consideration from prior years' acquisitions
1

 
7

Net cash outflow for acquisitions
$
1

 
$
60

(In millions of dollars)
2013

 
2012

Interest paid
$
59

 
$
65

Income taxes paid
$
85

 
$
79

The Company had non-cash issuances of common stock under its share-based payment plans of $130 million and $170 million for the three months ended March 31, 2013 and 2012 . The Company recorded stock-based compensation expense related to equity awards of $34 million and $41 million for the three -month periods ended March 31, 2013 and 2012 , respectively.

6.    Other Comprehensive Income (Loss)
The changes in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the period ended March 31, 2013, including amounts reclassified out of AOCI, are as follows:

(In millions of dollars)
Unrealized Investment Gains
 
Pension/Post-Retirement Plans Gains (Losses)
 
Foreign Currency Translation Adjustments
 
Tota l
 
Beginning Balance
$
4

 
$
(3,451
)
 
$
140

 
$
(3,307
)
 
Other comprehensive income (loss) before reclassifications
$
—

 
$
139

 
$
(256
)
 
$
(117
)
 
Amounts reclassified from accumulated other comprehensive income
$
—

 
$
45

 
$
—

 
$
45

 
Net current period other comprehensive income (loss)
$
—

 
$
184

 
$
(256
)
 
$
(72
)
 
Ending Balance
$
4

 
$
(3,267
)
 
$
(116
)
 
$
(3,379
)
 

The components of other comprehensive income (loss) for the three-month periods ended March 31, 2013 and 2012 are as follows:

- 13 -

Three Months Ended March 31,
2013
 
2012
(In millions of dollars)
Pre-Tax
Tax
Net of Tax
 
Pre-Tax
Tax
Net of Tax
Foreign currency translation adjustments
$
(260
)
$
(4
)
$
(256
)
 
$
162

$
—

$
162

Unrealized investment gains (losses)
—

—

—

 
(1
)
1

(2
)
Pension/post-retirement plans:


 
 
 
 


 
Amortization of losses (gains) included in net periodic pension cost:


 
 
 
 


 
Prior service gains (a)
(6
)
(2
)
(4
)
 
(8
)
(5
)
(3
)
Net actuarial losses (a)
78

29

49

 
66

42

24

Subtotal
72

27

45

 
58

37

21

Foreign currency translation adjustments
180

41

139

 
(44
)
(28
)
(16
)
Pension/post-retirement plans (gains) losses
252

68

184

 
14

9

5

Other comprehensive income (loss)
$
(8
)
$
64

$
(72
)
 
$
175

$
10

$
165

(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense.

7.     Acquisitions
The Company made no acquisitions during the first quarter of 2013.
Prior Year Acquisitions
During 2012, Marsh completed the following twelve acquisitions:
•
January - Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and insurance broking operations in Botswana and Namibia to expand Marsh's presence in Africa. Marsh subsequently completed the acquisitions of the Alexander Forbes operations in Uganda, Malawi and Zambia.
•
March - Marsh & McLennan Agency business ("MMA") acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Marsh acquired Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerage services to U.S. subsidiaries of Japanese companies.
•
June - MMA acquired Progressive Benefits Solutions, an employee benefits agency based in North Carolina, and Security Insurance Services, Inc., a Wisconsin-based insurance agency which offers property/casualty and employee benefits products and services to individuals and businesses.
•
August - MMA acquired Rosenfeld-Einstein, a South Carolina-based employee benefits service provider, and Eidson Insurance, a property/casualty and employee benefits services firm located in Florida.
•
October - MMA acquired Howalt+McDowell, a South Dakota-based agency which offers property casualty, surety, personal protection and employee benefits insurance to individuals and businesses, and The Protector Group Insurance Agency, a Massachusetts-based agency which provides property casualty, employee benefits services, personal insurance and individual financial services.
•
November - MMA acquired Brower Insurance, an Ohio-based company providing employee benefits, property/casualty and consulting services.
•
December - MMA acquired McGraw Wentworth, a Michigan-based company providing consulting services to mid-sized organizations, and Liscomb Hood Mason, a Minnesota-based company providing property/casualty and employee benefits products and services.
The MMA acquisitions were made to expand Marsh's presence in the U.S. middle-market business.
During 2012, Mercer completed the following three acquisitions:
•
February - Mercer acquired the remaining 49% of Yokogawa-ORC, a global mobility firm based in Japan, which was previously accounted for under the equity method, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm.

- 14 -

•
March - Mercer acquired REPCA, a France-based broking and advisory firm for employer health and benefits plans.
Total purchase consideration for acquisitions made during the first three months of 2012 was $148 million which consisted of cash paid of $73 million and estimated contingent consideration of $13 million , and cash held in escrow of $62 million that was released in the first quarter of 2012 . Contingent consideration arrangements are primarily based on EBITDA and revenue targets over periods from two to four years. The fair value of the contingent consideration was based on the relevant projections of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. During the first three months of 2012 , the Company also paid $20 million of deferred purchase and contingent consideration related to acquisitions made in prior years.
Pro-Forma Information
The Company made no acquisitions during the first quarter of 2013 . The Company does not believe its acquisitions have been material in the aggregate. The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during the first quarter of 2012 and 2011 . In accordance with accounting guidance related to pro-forma disclosure, the information presented for 2012 acquisitions is as if they occurred on January 1, 2011 . The pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

 
 
Three Months Ended
March 31,
 
(In millions, except per share figures)
 
2012

 
2011

 
Revenue
 
$
3,058

 
$
2,929

 
Income from continuing operations
 
$
355

 
$
315

 
Net income attributable to the Company
 
$
348

 
$
321

 
Basic net income per share:
 
 
 
 
 
– Continuing operations
 
$
0.64

 
$
0.56

 
– Net income attributable to the Company
 
$
0.64

 
$
0.59

 
Diluted net income per share:
 
 
 
 
 
– Continuing operations
 
$
0.63

 
$
0.56

 
– Net income attributable to the Company
 
$
0.63

 
$
0.58

 


8.     Dispositions

Summarized Statements of Income data for discontinued operations is as follows:
 
Three Months Ended March 31,
 
(In millions of dollars, except per share figures)
2013

 
2012

 
Disposals of discontinued operations
$
1

 
$
—

 
Income tax (credit) expense
(11
)
 
—

 
Disposals of discontinued operations, net of tax
12

 
—

 
Discontinued operations, net of tax
$
12

 
$
—

 
Discontinued operations, net of tax per share
 
 
 
 
– Basic
$
0.02

 
$
—

 
– Diluted
$
0.02

 
$
—

 


- 15 -

The credits in discontinued operations for the three months ended March 31, 2013 primarily result from tax indemnities related to the Putnam sale.

9.    Goodwill and Other Intangibles
The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment test for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, the Company assesses qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test.
Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature.
Changes in the carrying amount of goodwill are as follows:
 
March 31,
 
 
 
(In millions of dollars)
2013

 
2012

Balance as of January 1, as reported
$
6,792

 
$
6,562

Goodwill acquired
—

 
89

Other adjustments (a)
(40
)
 
24

Balance at March 31, 2013
$
6,752

 
$
6,675

(a)  
Reflects the impact of foreign exchange in each year.
Goodwill allocable to the Company’s reportable segments is as follows: Risk & Insurance Services, $4.6 billion and Consulting, $2.2 billion .
Amortized intangible assets consist of the cost of client lists, client relationships and trade names acquired. The gross cost and accumulated amortization are as follows:
   
March 31, 2013
 
December 31, 2012
(In millions of dollars)
Gross
Cost

 
Accumulated
Amortization

 
Net
Carrying
Amount

 
Gross
Cost

 
Accumulated
Amortization

 
Net
Carrying
Amount

Amortized intangibles
$
806

 
$
359

 
$
447

 
$
814

 
$
345

 
$
469

Aggregate amortization expense for the three months ended March 31, 2013 and 2012 was $18 million and $17 million , respectively, and the estimated future aggregate amortization expense is as follows:
 
For the Years Ending December 31,
 
(In millions of dollars)
Estimated Expense

2013 (excludes amortization through March 31, 2013)
$
52

2014
67

2015
66

2016
55

2017
51

Subsequent years
156

 
$
447


10.     Fair Value Measurements
Fair Value Hierarchy
The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices

- 16 -

in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement.
Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:
Level 1.
Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities, most U.S. Government and agency securities, money market mutual funds and certain other sovereign government obligations).
Level 2.
Assets and liabilities whose values are based on the following:
a)
Quoted prices for similar assets or liabilities in active markets;
b)
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
c)
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and
d)
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).
Level 3.
Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include private equity investments, certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power).
Valuation Techniques
Equity Securities & Mutual Funds - Level 1
Investments for which market quotations are readily available are valued at the sale price on their principal exchange, or official closing bid price for certain markets. If no sales are reported, the security is valued at its last reported bid price.
Other Sovereign Government Obligations, Municipal Bonds and Corporate Bonds - Level 2
The investments in this caption, primarily investments in Germany and France, are valued on the basis of valuations furnished by an independent pricing service. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities.
Interest Rate Swap Derivative - Level 2
The fair value of interest rate swap derivatives is based on the present value of future cash flows at each valuation date resulting from utilization of the swaps, using a constant discount rate of 1.6% compared to discount rates based on projected future yield curves (See Note 12).

- 17 -

Senior Notes due 2014 - Level 2
The fair value of the first $250 million of Senior Notes maturing in 2014 is estimated to be the amortized cost of those notes adjusted by the fair value of the interest rate swap derivative, discussed above. In the first quarter of 2011 , the Company entered into two interest rate swaps to convert interest on a portion of its Senior Notes from a fixed rate to a floating rate. The swaps are designated as fair value hedging instruments. The change in the fair value of the swaps is recorded on the balance sheet. The carrying value of the debt related to these swaps is adjusted by an equal amount (See Note 12).
Contingent Consideration Liability - Level 3
Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. Contingent consideration arrangements are primarily based on achieving EBITDA and revenue targets over two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows that would result from the projected revenue and earnings of the acquired entities.
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 .
 
 
Identical Assets
(Level 1)
 
Observable Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
(In millions of dollars)
03/31/13

 
12/31/12

 
03/31/13

 
12/31/12

 
03/31/13

 
12/31/12

 
03/31/13

 
12/31/12

Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial instruments owned:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mutual funds (a)
$
138

 
$
139

 
$
—

 
$
—

 
$
—

 
$
—

 
$
138

 
$
139

Money market funds (b)
22

 
483

 
—

 
—

 
—

 
—

 
22

 
483

Interest rate swap derivatives (c)
—

 
—

 
5

 
6

 
—

 
—

 
5

 
6

Total assets measured at fair value
$
160

 
$
622

 
$
5

 
$
6

 
$
—

 
$
—

 
$
165

 
$
628

Fiduciary Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and local obligations (including non-U.S. locales)
$
—

 
$
—

 
$
2

 
$
3

 
$
—

 
$
—

 
$
2

 
$
3

Money market funds
107

 
149

 
—

 
—

 
—

 
—

 
107

 
149

Total fiduciary assets measured at fair value
$
107

 
$
149

 
$
2

 
$
3

 
$
—

 
$
—

 
$
109

 
$
152

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration liability (d)
$
—

 
$
—

 
$
—

 
$
—

 
$
61

 
$
63

 
$
61

 
$
63

Senior Notes due 2014 (e)
—

 
—

 
255

 
256

 
—

 
—

 
255

 
256

Total liabilities measured at fair value
$
—

 
$
—

 
$
255

 
$
256

 
$
61

 
$
63

 
$
316

 
$
319

(a)  
Included in other assets in the consolidated balance sheets.
(b)  
Included in cash and cash equivalents in the consolidated balance sheets.                   
(c)  
Included in other receivables in the consolidated balance sheets.
(d)  
Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.
(e)  
Included in long term debt in the consolidated balance sheets.
During the three -month period ended March 31, 2013 , there were no assets or liabilities that transferred between Level 1 and Level 2 or between Level 2 and Level 3.

- 18 -

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of March 31, 2013 and 2012 that represent contingent consideration related to acquisitions:
 
(In millions of dollars)
2013

 
2012

 
Balance at January 1,
$
63

 
$
110

 
Additions
—

 
10

 
Payments
(3
)
 
(13
)
 
Revaluation Impact
1

 
1

 
Balance at March 31,
$
61

 
$
108

 
The fair value of the contingent liability is based on projections of revenue and earnings for the acquired entities that are reassessed on a quarterly basis. As set forth in the table above, based on the Company's ongoing assessment of the fair value of contingent consideration, the Company recorded a net increase in the estimated fair value of such liabilities for prior period acquisitions of $1 million in the three-month period ended March 31, 2013. A 5% increase in the above mentioned projections would increase the liability by approximately $28 million . A 5% decrease in the above mentioned projections would decrease the liability by approximately $15 million .
Fair Value of Long-term Investments
The Company has certain long-term investments, primarily related to investments in non-publicly traded private equity funds of $16 million at March 31, 2013 and December 31, 2012 carried on the cost basis for which there are no readily available market prices. The carrying values of these investments approximates fair value. Management's estimate of the fair value of these non-publicly traded investments is based on valuation methodologies including estimates from private equity managers of the fair value of underlying investments in private equity funds. The ability to accurately predict future cash flows, revenue or earnings may impact the determination of fair value. The Company monitors these investments for impairment and makes appropriate reductions in carrying values when necessary. These investments would be classified as Level 3 in the fair value hierarchy and are included in Other assets in the consolidated balance sheets.

11.    Retirement Benefits
The Company maintains qualified and non-qualified defined benefit pension plans for its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax qualified defined benefit retirement plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers defined benefit plans.
The target asset allocation for the U.S. Plan is 58% equities and equity alternatives and 42% fixed income. As of March 31, 2013 , the actual allocation for the U.S. Plan was 60% equities and equity alternatives and 40% fixed income. The target asset allocation for the U.K. Plans, which comprises approximately 82% of non-U.S. Plan assets, is 53% equities and equity alternatives and 47% fixed income. As of March 31, 2013 , the actual allocation for the U.K. Plan was 55% equities and equity alternatives and 45% fixed income. The assets of the Company's defined benefit plans are diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans' real return within acceptable risk parameters. The Company uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges.

- 19 -

The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows:
 
Combined U.S. and significant non-U.S. Plans
Pension
 
Postretirement
For the Three Months Ended March 31,
Benefits
 
Benefits
(In millions of dollars)
2013

 
2012

 
2013

 
2012

Service cost
$
64

 
$
61

 
$
2

 
$
2

Interest cost
145

 
148

 
3

 
3

Expected return on plan assets
(228
)
 
(226
)
 
—

 
—

Amortization of prior service credit
(5
)
 
(5
)
 
—

 
(3
)
Recognized actuarial loss
78

 
66

 
—

 
—

Net periodic benefit cost
$
54

 
$
44

 
$
5

 
$
2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Plans only
Pension
 
Postretirement
For the Three Months Ended March 31,
Benefits
 
Benefits
(In millions of dollars)
2013

 
2012

 
2013

 
2012

Service cost
$
27

 
$
24

 
$
1

 
$
1

Interest cost
57

 
57

 
2

 
2

Expected return on plan assets
(81
)
 
(81
)
 
—

 
—

Amortization of prior service credit
(4
)
 
(4
)
 
—

 
(3
)
Recognized actuarial loss
51

 
37

 
—

 
—

Net periodic benefit cost
$
50

 
$
33

 
$
3

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Significant non-U.S. Plans only
Pension
 
Postretirement
For the Three Months Ended March 31,
Benefits
 
Benefits
(In millions of dollars)
2013

 
2012

 
2013

 
2012

Service cost
$
37

 
$
37

 
$
1

 
$
1

Interest cost
88

 
91

 
1

 
1

Expected return on plan assets
(147
)
 
(145
)
 
—

 
—

Amortization of prior service credit
(1
)
 
(1
)
 
—

 
—

Recognized actuarial loss
27

 
29

 
—

 
—

Net periodic benefit cost
$
4

 
$
11

 
$
2

 
$
2

 
 
 
 
 
 
 
 
The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:
 
Combined U.S. and significant non-U.S. Plans
Pension
Benefits
 
Postretirement
Benefits
March 31
2013

 
2012

 
2013

 
2012

Weighted average assumptions:
 
 
 
 
 
 
 
Expected return on plan assets
7.66
%
 
8.04
%
 
—
%
 
—
%
Discount rate
4.38
%
 
4.91
%
 
4.32
%
 
5.05
%
Rate of compensation increase
2.43
%
 
3.09
%
 
—
%
 
—
%

- 20 -

The Company made approximately $402 million of contributions to its U.S. and non-U.S. defined benefit plans in the first three months of 2013 , including $250 million and $70 million of discretionary contributions to its U.K. and Canadian pension plans, respectively, and expects to contribute approximately $246 million to its non-qualified U.S. pension and non-U.S. pensions plans during the remainder of 2013 .

12.    Debt
The Company’s outstanding debt is as follows:
 
(In millions of dollars)
March 31,
2013

 
December 31,
2012

Short-term:
 
 
 
Current portion of long-term debt
$
10

 
$
260

Long-term:
 
 
 
Senior notes – 4.850% due 2013
—

 
250

Senior notes – 5.875% due 2033
297

 
296

Senior notes – 5.375% due 2014
324

 
326

Senior notes – 5.75% due 2015
479

 
479

Senior notes – 2.30% due 2017
249

 
249

Senior notes – 9.25% due 2019
398

 
398

Senior notes – 4.80% due 2021
497

 
497

Mortgage – 5.70% due 2035
420

 
422

Term Loan Facility - due 2016
50

 
—

Other
1

 
1

 
2,715

 
2,918

Less current portion
10

 
260

 
$
2,705

 
$
2,658

The senior notes in the table above are publicaly registered by the Company with no guarantees attached.
In February 2013, the Company repaid its 4.850% fixed rate $250 million senior notes that matured using cash.
During the first quarter of 2012, the Company repaid its 6.25% fixed rate $250 million senior notes that matured. The Company used proceeds from the issuance of 2.3% five -year $250 million senior notes in the first quarter of 2012 to fund the maturing notes.
The Company and certain of its foreign subsidiaries maintain a $ 1.0 billion multi-currency five -year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2013 .
In December 2012, the Company closed on a $ 50 million , three -year delayed draw term loan facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The facility requires the Company to maintain coverage ratios and leverage ratios consistent with the revolving credit facility discussed above. The Company had $50 million of borrowings under this facility at March 31, 2013.
Derivative Financial Instruments
In February 2011, the Company entered into two $125 million 3.5 -year interest rate swaps to hedge changes in the fair value of the first $250 million of the outstanding 5.375% senior notes due in 2014.
Under the terms of the swaps, the counter-parties pay the Company a fixed rate of 5.375% and the Company pays interest at a floating rate of three-month LIBOR plus a fixed spread of 3.726% . The maturity date of the senior notes and the swaps match exactly. The floating rate resets quarterly, with every second reset occurring on the interest payment date of the senior notes. The swaps net settle every six months on the senior note coupon payment dates. The swaps are designated as fair value hedging instruments, and in accordance with applicable accounting guidance, are deemed to be perfectly effective. The fair value of the swaps at inception was zero and subsequent changes in

- 21 -

the fair value of the interest rate swaps are reflected in the carrying value of the interest rate swaps and in the consolidated balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal amount. The gain or (loss) on the hedged item (fixed rate debt) and the offsetting gain or (loss) on the interest rate swaps for the year-to-date periods ended March 31, 2013 and 2012 are as follows:
 
2013
 
2012
Income statement classification     (In millions of dollars)
Loss on Swaps
 
Gain on Notes
 
Net Income Effect
 
Loss on Swaps
 
Gain on Notes
 
Net Income Effect
Other Operating Expenses
$
(1
)
 
$
1

 
$
—

 
$
(1
)
 
$
1

 
$
—

 
The amounts earned and owed under the swap agreements are accrued each period and are reported in interest expense. There was no ineffectiveness recognized in the periods presented.

Fair Value of Short-term and Long-term Debt

The estimated fair value of the Company’s significant financial instruments is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.

   
March 31, 2013
 
December 31, 2012
(In millions of dollars)
Carrying
Amount

 
Fair
Value

 
Carrying
Amount

 
Fair
Value

Short-term debt
$
10

 
$
10

 
$
260

 
$
261

Long-term debt
$
2,705

 
$
3,016

 
$
2,658

 
$
2,986


The fair value of the Company’s short-term debt, which consists primarily of term debt maturing within the next year, approximates its carrying value. The estimated fair value of the Company’s long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. Short and long-term debt would be classified as Level 2 in the fair value hierarchy.


13.    Restructuring Costs
The Company recorded total restructuring costs of $7 million in the first three months of 2013 , the majority of which related to severance.
Details of the activity from January 1, 2012 through March 31, 2013 regarding restructuring activities, which includes liabilities from actions prior to 2013 , are as follows:
 
(In millions of dollars)
Liability at 1/1/12
 
Amounts
Accrued

 
Cash
Paid

 
Other 

 
Liability at 12/31/12
 
Amounts
Accrued

 
Cash
Paid

 
Other 

 
Liability at 3/31/13
Severance
$
27

 
$
46

 
$
(38
)
 
$
1

 
$
36

 
$
4

 
$
(17
)
 
$
(3
)
 
$
20

Future rent under non-cancelable leases and other costs
154

 
32

 
(50
)
 
(2
)
 
134

 
3

 
(12
)
 
(2
)
 
123

Total
$
181

 
$
78

 
$
(88
)
 
$
(1
)
 
$
170

 
$
7

 
$
(29
)
 
$
(5
)
 
$
143

The expenses associated with the above initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on

- 22 -

the consolidated balance sheets as Accounts payable, Other liabilities, or Accrued compensation, depending on the nature of the items.

14.    Common Stock
During the first three months of 2013 , the Company repurchased 2.7 million shares of its common stock for consideration of $ 100 million . The Company remains authorized to purchase additional shares of its common stock up to a value of $ 223 million . The Company did not repurchase any shares in the first quarter of 2012.

15.    Claims, Lawsuits and Other Contingencies

Errors and Omissions Claims

The Company and its subsidiaries, particularly Marsh and Mercer, are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial services for corporate and public sector clients, and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. Certain of these claims, particularly in the U.S. and the U.K., seek damages, including punitive and treble damages, in amounts that could, if awarded, be significant. In establishing liabilities for errors and omissions claims in accordance with FASB ASC Subtopic No. 450-20 (Contingencies-Loss Contingencies), the Company utilizes case level reviews by inside and outside counsel and an internal actuarial analysis to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable.

To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year.

Governmental Inquiries and Related Claims

In January 2005, the Company and its subsidiary Marsh Inc. entered into a settlement agreement with the New York State Attorney General (“NYAG”) and the New York State Insurance Department to settle a civil complaint and related citation regarding Marsh's use of market service agreements with various insurance companies. The parties subsequently entered into an amended and restated settlement agreement in February 2010 that restored a level playing field for Marsh.

Numerous private party lawsuits based on similar allegations to those made in the NYAG complaint were commenced against the Company, one or more of its subsidiaries, and their current and former directors and officers. Most of these matters have been resolved. Two actions instituted by policyholders against the Company, Marsh and certain Marsh subsidiaries remain pending in federal court.

Our activities are regulated under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which the Company operates. In the ordinary course of business the Company is also subject to investigations, lawsuits and/or other regulatory actions undertaken by governmental authorities.

Other Contingencies-Guarantees

In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited (“River Thames”), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the “ILU”) by River Thames. The policies covered by this guarantee are reinsured up to £ 40 million by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by segregated assets held in a trust. As of March 31, 2013 , the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the

- 23 -

extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from us under the guarantee.

From 1980 to 1983, the Company owned indirectly the English & American Insurance Company (“E&A”), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and we anticipate that additional claimants may seek to recover against the letter of credit.

Kroll-related Matters

Under the terms of a stock purchase agreement with Altegrity, Inc. (“Altegrity”) related to Altegrity's purchase of Kroll from the Company in August 2010, a copy of which is attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2010, the Company agreed to provide a limited indemnity to Altegrity with respect to certain Kroll-related litigation and regulatory matters.


**********

The pending proceedings and other matters described in this Note 15 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages and other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with FASB ASC Subtopic No. 450-20 (Contingencies-Loss Contingencies). Except as described above, the Company is not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company's consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period.



- 24 -

16.    Segment Information
The Company is organized based on the types of services provided. Under this organizational structure, the Company’s business segments are:
▪
Risk and Insurance Services , comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and
▪
Consulting , comprising Mercer and Oliver Wyman Group
The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2012 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.

Effective January 1, 2013, the Corporate Benefits and Association businesses, previously part of Marsh's U.S. Consumer operations, were transferred to Mercer. The segment data presented below reflects the reclassification of prior year segment data to conform with the current year presentations.
Selected information about the Company’s operating segments for the three-month periods ended March 31, 2013 and 2012 are as follows:
 
 
Three Months Ended
March 31,
(In millions of dollars)
Revenue

 
Operating
Income
(Loss)

2013 –
 
 
 
Risk and Insurance Services
$
1,771

(a)  
$
468

Consulting
1,362

(b)  
187

Total Operating Segments
3,133

  
655

Corporate / Eliminations
(7
)
 
(48
)
Total Consolidated
$
3,126

  
$
607

2012–
 
 
 
Risk and Insurance Services
$
1,689

(a)  
$
412

Consulting
1,371

(b)  
164

Total Operating Segments
3,060

  
576

Corporate / Eliminations
(9
)
 
(49
)
Total Consolidated
$
3,051

  
$
527

(a)  
Includes inter-segment revenue of $ 1 million in 2012 , interest income on fiduciary funds of $8 million and $11 million in 2013 and 2012 , respectively, and equity method income of $1 million in both 2013 and 2012 , respectively.
(b)  
Includes inter-segment revenue of $7 million and $ 8 million in 2013 and 2012 , respectively, and interest income on fiduciary funds of $1 million in both 2013 and 2012 respectively.


- 25 -

Details of operating segment revenue for the three-month periods ended March 31, 2013 and 2012 are as follows:
 
 
Three Months Ended
March 31,
(In millions of dollars)
2013

 
2012

Risk and Insurance Services
 
 
 
Marsh
$
1,395

 
$
1,330

Guy Carpenter
376

 
359

Total Risk and Insurance Services
1,771

 
1,689

Consulting
 
 
 
Mercer
1,041

 
1,015

Oliver Wyman Group
321

 
356

Total Consulting
1,362

 
1,371

Total Operating Segments
3,133

 
3,060

Corporate / Eliminations
(7
)
 
(9
)
Total
$
3,126

 
$
3,051


The following reflects the impact of the transfer discussed above on prior years' segment information:
 
Three Months Ended March 31, 2012
(In millions of dollars)
As Reported
 
Reclassification
 
Current Presentation
Revenue
 
 
 
 
 
Risk and Insurance Services
 
 
 
 


Marsh
$
1,388

 
$
(58
)
 
$
1,330

Guy Carpenter
359

 
—

 
359

Total Risk and Insurance Services
1,747

 
(58
)
 
1,689

Consulting
 
 
 
 
 
Mercer
957

 
58

 
1,015

Oliver Wyman Group
356

 
—

 
356

Total Consulting
1,313

 
58

 
1,371

Total Operating Segments
3,060

 
—

 
3,060

Corporate Eliminations
(9
)
 
—

 
(9
)
Total Revenue
$
3,051

 
$
—

 
$
3,051

Operating Income
 
 
 
 
 
Risk and Insurance Services
417

 
(5
)
 
412

Consulting
159

 
5

 
164

Total Operating Segments
576

 
—

 
576

Corporate Eliminations
(49
)
 
—

 
(49
)
Total Consolidated
$
527

 
$
—

 
$
527



- 26 -

The following tables reflect the results for revenue and operating income by segment after the transfer of the Consumer operations business:
 

First
Quarter
2012
 
Second
Quarter
2012
 
Third
Quarter
2012
 
Fourth Quarter
2012
 
Full Year 2012
Risk and Insurance Services
 
 
 
 
 
 
 
 
 
Marsh
$
1,330

 
$
1,364

 
$
1,201

 
$
1,370

 
$
5,265

Guy Carpenter
359

 
277

 
250

 
199

 
1,085

    Total Risk and Insurance Services
1,689

 
1,641

 
1,451

 
1,569

 
6,350

Consulting
 
 
 
 
 
 
 
 
 
Mercer
1,015

 
1,017

 
1,054

 
1,061

 
4,147

Oliver Wyman Group
356

 
381

 
351

 
378

 
1,466

     Total Consulting
1,371

 
1,398

 
1,405

 
1,439

 
5,613

    Total operating segments
3,060

 
3,039

 
2,856

 
3,008

 
11,963

Corporate Eliminations
(9
)
 
(13
)
 
(11
)
 
(6
)
 
(39
)
    Total Revenue
$
3,051

 
$
3,026

 
$
2,845

 
$
3,002

 
$
11,924


 
First
Quarter
2012
 
Second Quarter
2012
 
Third
Quarter
2012
 
Fourth
Quarter
2012
 
Full Year 2012
Operating Income
 
 
 
 
 
 
 
 
 
Risk and Insurance Services
412

 
390

 
222

 
310

 
1,334

Consulting
164

 
183

 
205

 
140

 
692

    Total operating segments
576

 
573

 
427

 
450

 
2,026

Corporate
(49
)
 
(55
)
 
(49
)
 
(44
)
 
(197
)
    Total Operating Income
527

 
518

 
378

 
406

 
1,829



17.    New Accounting Guidance

On February 13, 2013 the FASB issued new accounting guidance that adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The Company implemented this new guidance for the reporting period ended March 31, 2013. Other than enhanced disclosure, the adoption of this new guidance did not have a material effect on the Company's financial statements.
In the first quarter of 2012, the Company adopted new accounting guidance related to the presentation of Comprehensive Income. The new guidance gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. Other than enhanced disclosure, adoption of this new guidance will not have a material effect on the Company's financial statements.
In January 2012, the Company adopted guidance issued by the FASB on accounting and disclosure requirements related to fair value measurements. The guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes, the sensitivity of the fair value to changes in unobservable inputs and the hierarchy classification, valuation techniques, and inputs for assets and liabilities whose fair value is only disclosed in the footnotes.



- 27 -

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Marsh & McLennan Companies, Inc. and Subsidiaries (“the Company”) is a global professional services firm providing advice and solutions principally in the areas of risk, strategy, and human capital. It is the parent company of a number of the world's leading risk experts and specialty consultants, including: Marsh, the insurance broker, intermediary and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the provider of HR and related financial advice and services; and Oliver Wyman Group, the management, economic and brand consultancy. With approximately 54,000 employees worldwide and annual revenue of nearly $12 billion, the Company provides analysis, advice and transactional capabilities to clients in over 100 countries.
The Company conducts business through two segments:
•
Risk and Insurance Services includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services. We conduct business in this segment through Marsh and Guy Carpenter.
•
Consulting includes Health, Retirement, Talent and Investments consulting and services, and specialized management and economic consulting services. We conduct business in this segment through Mercer and Oliver Wyman Group.

Effective January 1, 2013, the Corporate benefits and Association businesses, previously part of Marsh's U.S. Consumer operations, were transferred to Mercer. Also, effective January 1, 2013, Mercer realigned management responsibility for its outsourcing business within its other lines of business. Accordingly, we have reclassified prior year segment data and related disclosures contained in this management's discussion and analysis to conform with current year presentation.
A reconciliation of segment operating income to total operating income is included in Note 16 to the consolidated financial statements included in Part II Item 8 in this report. The accounting policies used for each segment are the same as those used for the consolidated financial statements.
This Management's Discussion & Analysis ("MD&A") contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. See “Information Concerning Forward-Looking Statements” at the outset of this report.


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Table of Contents


Consolidated Results of Operations
 
For the Three Months Ended March 31,
 
 
(In millions, except per share figures)
2013

2012

 
Revenue
$
3,126

$
3,051

 
Expense:
 
 
 
Compensation and Benefits
1,803

1,796

 
Other Operating Expenses
716

728

 
Operating Expenses
2,519

2,524

 
Operating Income
607

527

 
Income from Continuing Operations
412

354

 
Discontinued Operations, net of tax
12

—

 
Net Income Before Non-Controlling Interest
424

354

 
Net Income Attributable to the Company
$
413

$
347

 
Income From Continuing Operations Per Share:
 
 
 
Basic
$
0.73

$
0.64

 
Diluted
$
0.72

$
0.63

 
Net Income Per Share Attributable to the Company:
 
 
 
Basic
$
0.75

$
0.64

 
Diluted
$
0.74

$
0.63

 
Average Number of Shares Outstanding:
 
 
 
Basic
548

542

 
Diluted
557

551

 
Shares Outstanding at March 31
550

546

 
The Company's consolidated operating income increased 15% to $ 607 million in the first quarter of 2013 compared with $ 527 million in the prior year. This was driven by the combined effect of a 2% increase in revenue and slightly lower expenses as compared to the same period last year. Risk and Insurance Services operating income increased $56 million or 14% increase while Consulting increased $23 million or 14% compared with the same period last year.
Consolidated Revenue and Expense
The Company conducts business in many countries, as a result of which the impact of foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue, presented below, measures the change in revenue from one period to another by isolating these impacts. The impact of foreign currency exchange fluctuations and acquisitions and dispositions, including transfers among businesses, on the Company’s operating revenues by segment is as follows:
 

- 29 -
Table of Contents

 
Three Months Ended
March 31,
 
%
Change
GAAP
Revenue
 
Components of Revenue Change*
Currency
Impact
 
Acquisitions/
Dispositions
Impact
 
Underlying
Revenue
(In millions of dollars)
2013

 
2012

 
Risk and Insurance Services
 
 
 
 
 
 
 
 
 
 
 
Marsh
$
1,388

 
$
1,321

 
5
 %
 
—
%
 
2
 %
 
4
 %
Guy Carpenter
375

 
357

 
5
 %
 
1
%
 
—
 %
 
4
 %
Subtotal
1,763

 
1,678

 
5
 %
 
—
%
 
2
 %
 
4
 %
Fiduciary Interest Income
8

 
11

 
 
 
 
 
 
 
 
Total Risk and Insurance Services
1,771

 
1,689

 
5
 %
 
—
%
 
2
 %
 
3
 %
Consulting
 
 
 
 
 
 
 
 
 
 
 
Mercer
1,041

 
1,015

 
3
 %
 
—
%
 
—
 %
 
3
 %
Oliver Wyman Group
321

 
356

 
(10
)%
 
—
%
 
(2
)%
 
(9
)%
Total Consulting
1,362

 
1,371

 
(1
)%
 
—
%
 
—
 %
 
—
 %
Corporate/Eliminations
(7
)
 
(9
)
 
 
 
 
 
 
 
 
Total Revenue
$
3,126

 
$
3,051

 
2
 %
 
—
%
 
1
 %
 
2
 %

The following table provides more detailed revenue information for certain of the components presented above:
 
 
Three Months Ended
March 31,
 
%
Change
GAAP
Revenue
 
Components of Revenue Change*
Currency
Impact
 
Acquisitions/
Dispositions
Impact
 
Underlying
Revenue
(In millions of dollars)
2013

 
2012

 
Marsh:
 
 
 
 
 
 
 
 
 
 
 
EMEA
$
594

 
$
577

 
3
 %
 
1
 %
 
(1
)%
 
3
 %
Asia Pacific
147

 
142

 
4
 %
 
(2
)%
 
—
 %
 
6
 %
Latin America
78

 
74

 
5
 %
 
(8
)%
 
—
 %
 
13
 %
Total International
819

 
793

 
3
 %
 
(1
)%
 
—
 %
 
5
 %
U.S. / Canada
569

 
528

 
8
 %
 
—
 %
 
6
 %
 
2
 %
Total Marsh
$
1,388

 
$
1,321

 
5
 %
 
—
 %
 
2
 %
 
4
 %
Mercer:
 
 
 
 
 
 
 
 
 
 
 
Health
$
381

 
$
351

 
9
 %
 
—
 %
 
2
 %
 
6
 %
Retirement
343

 
360

 
(5
)%
 
—
 %
 
(3
)%
 
(1
)%
Talent
123

 
125

 
(1
)%
 
(1
)%
 
4
 %
 
(4
)%
Investments
194

 
179

 
8
 %
 
(1
)%
 
1
 %
 
9
 %
Total Mercer
$
1,041

 
$
1,015

 
3
 %
 
—
 %
 
—
 %
 
3
 %

Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items such as: acquisitions, dispositions and transfers among businesses.
*
Components of revenue change may not add due to rounding.
  Revenue
Consolidated revenue for the first quarter of 2013 was $3.1 billion, an increase of 2% on both a reported and underlying basis from the first quarter of 2012 .

Revenue in the Risk and Insurance Services segment for the first quarter of 2013 was $1.8 billion, an increase of 5% from the same period last year on a reported basis and 3% on an underlying basis. Marsh experienced

- 30 -
Table of Contents

underlying revenue growth in all geographies with particularly strong underlying revenue growth of 13% in Latin America and 6% in Asia Pacific. Guy Carpenter's revenue increased 5% on a reported basis and 4% on an underlying basis driven by improved retention rates as well as increased new business. On an underlying basis, Consulting revenue was flat, reflecting an increase of 3% in Mercer and a decrease of 9% in Oliver Wyman.
Operating Expense
Consolidated operating expense in the first quarter of 2013 was slightly lower from the same period of 2012 .
Risk and Insurance Services
The results of operations for the Risk and Insurance Services segment are presented below:
 
For the Three Months Ended March 31,
 
 
(In millions of dollars)
2013

2012

 
Revenue
$
1,771

$
1,689

 
Compensation and Benefits
919

881

 
Other Expenses
384

396

 
Expense
1,303

1,277

 
Operating Income
$
468

$
412

 
Operating Income Margin
26.4
%
24.4
%
 
Revenue
Revenue in the Risk and Insurance Services segment in the first quarter of 2013 was $1.8 billion, an increase of 5% on a reported basis and 3% on an underlying basis compared with the same period in 2012 .
In Marsh, revenue in the first quarter of 2013 was $1.4 billion, an increase of 5% compared with the same quarter of the prior year, and 4% on an underlying basis. The underlying revenue grew across all major geographic markets. International operations had underlying revenue growth of 5%, reflecting growth of 13% in Latin America; 6% in Asia Pacific; and 3% in EMEA. Underlying revenue increased 2% in the U.S. / Canada division. The increase in underlying revenue was driven by continued strong growth in new business development.
Guy Carpenter's first quarter revenue was $375 million, an increase of 5% on a reported basis, or 4% on an underlying basis. The increase in underlying revenue was driven by new business and higher retention rates.
Expense
Expenses in the Risk and Insurance Services segment increased 2% in the first quarter of 2013 compared with the same period in the prior year, reflecting a 1% increase on an underlying basis and a 1% increase from acquisitions. Underlying expenses increased 1% in the first quarter of 2013 compared with the same period last year reflecting the impact of higher base salaries and pension costs, offset by generally lower other operating expenses.
Consulting
The results of operations for the Consulting segment are presented below:
For the Three Months Ended March 31,
 
 
(In millions of dollars)
2013

2012

 
Revenue
$
1,362

$
1,371

 
Compensation and Benefits
796

828

 
Other Expenses
379

379

 
Expense
1,175

1,207

 
Operating Income
$
187

$
164

 
Operating Income Margin
13.7
%
12.0
%
 


- 31 -
Table of Contents

Revenue
Consulting revenue in the first quarter of 2013 decreased 1% on a reported basis but was flat on an underlying basis compared with the same period in 2012 . Mercer's revenue was $1.0 billion in the first quarter of 2013 , an increase of 3% on both a reported basis and an underlying basis as compared to the same period last year. The increase in underlying revenue was driven by growth in its Health and Investments lines of business, which increased 6% and 9%, respectively, compared with the same period last year. Oliver Wyman's revenue decreased 10% to $321 million in the first quarter of 2013 , or 9% on an underlying basis, as ongoing weakness in Europe as well as a slowdown in North America offset expansion in its other, smaller geographic regions.
Expense
Consulting expenses in the first quarter of 2013 decreased 3% on a reported basis compared with the same period in 2012 , reflecting a 2% decrease on an underlying basis and a 1% decrease due to the impact of dispositions. The underlying expense decrease in the first quarter of 2013 is primarily due to lower base salaries and executive compensation costs.
Corporate and Other
The following results of Corporate and Other include the run-off of the Corporate Advisory and Restructuring ("CARG") operations:
 
For the Three Months Ended March 31,
 
 
(In millions of dollars)
2013

2012

 
Corporate Advisory and Restructuring Operating Income
$
—

$
1

 
Corporate Expense
(48
)
(50
)
 
Total Corporate and Other
$
(48
)
$
(49
)
 
Corporate expenses in the first quarter of 2013 were $48 million compared with $50 million in the prior year. The decrease is primarily due to lower amortization of equity awards in the first quarter of 2013 as compared to the same quarter in the prior year, as the prior year's expense included the impact of accelerated amortization for retirement eligible senior executives.
Interest
Interest income earned on corporate funds amounted to $4 million in the first quarter of 2013 compared with $6 million in the first quarter of 2012 due to lower interest rates. Interest expense decreased $2 million in 2013 compared with the first quarter of 2012 . The decrease in interest expense is primarily due to the maturity of senior notes in February of 2013.
Investment Income
For the first three months of 2013 , investment income was $21 million, primarily related to the Company's private equity investment in Trident II, which divested its remaining position in the common stock of Axis. For the three months of 2012, the Company recorded $20 million of investment income, primarily due to mark-to-market gains on private equity fund investments.
Income Taxes

The Company's effective tax rate in the first quarter of 2013 was 29.9%. The rate reflects non-U.S. earnings subject to tax at rates below the U.S. statutory rate, including the effect of repatriation. The effective tax rate for the first quarter of 2012 was 30.2%.

The effective tax rate is sensitive to the geographic mix and repatriation of the Company's earnings, which may result in higher or lower tax rates. U.S. federal and state corporate tax rates substantially exceed tax rates applicable in most jurisdictions outside the U.S. A significant portion of the Company's profits were earned outside the U.S. In 2013 the forecasted pre-tax income in the U.K., Australia, Canada and France are expected to account for approximately 60% of the Company's total non-U.S. pre-tax income, with estimated effective rates in those countries of 23%, 30%, 27% and 42%, respectively. Consequently, continued improvement in the

- 32 -
Table of Contents

profitability of the Company's U.S.-based operations would tend to result in higher effective tax rates. Losses in certain jurisdictions cannot be offset by earnings from other operations, and may require valuation allowances affecting the rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitation.

Changes in tax laws or tax rulings may have a significant impact on our effective tax rate. Discussions continue within Congress and the Administration about broad reform of the corporate tax system in the US. It is not possible to predict the ultimate outcome of these discussions. Future legislation could have a material impact on our effective tax rate and consolidated financial statements due to reforms that could include changes in the corporate tax rate and in the way US corporations are taxed on foreign earnings.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in the tax return. The Company's gross unrecognized tax benefits decreased from $117 million at December 31, 2012 to $113 million at March 31, 2013. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $21 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

Dispositions
Summarized Statements of Income data for discontinued operations is as follows:
For the Three Months Ended March 31,
 
 
(In millions of dollars, except per share figures)
2013

2012

 
Disposals of discontinued operations
$
1

$
—

 
Income tax expense (credit)
(11
)
—

 
Disposals of discontinued operations, net of tax
12

—

 
Discontinued operations, net of tax
$
12

$
—

 
Discontinued operations, net of tax per share
 
 
 
– Basic
$
0.02

$
—

 
– Diluted
$
0.02

$
—

 
The credits in discontinued operations for the three months ended March 31, 2013 primarily results from tax indemnities related to the Putnam sales.


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Table of Contents

Liquidity and Capital Resources
The Company is organized as a holding company, a legal entity separate and distinct from its operating subsidiaries. As a holding company without significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to meet its obligations for paying principal and interest on outstanding debt obligations, for paying dividends to stockholders and for corporate expenses. Other sources of liquidity include borrowing facilities discussed below in financing cash flows.
The Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the United States. Funds from the Company’s operating subsidiaries located outside of the United States are regularly repatriated to the United States out of annual earnings. At December 31, 2012 , the Company had approximately $1.3 billion of cash and cash equivalents in its foreign operations of which all but approximately $80 million is considered to be permanently invested in those operations to fund foreign investments and working capital needs. The Company expects to continue its practice of repatriating foreign funds out of current annual earnings. The analysis of the portion of 2013 earnings that the Company expects to repatriate and the portion that will be permanently reinvested will be finalized later in the year as the amount of non-U.S. earnings and the Company’s cash requirements become more certain. While management does not foresee a need to repatriate the funds which are currently deemed permanently invested, if facts or circumstances change management could elect to repatriate them, if necessary, which could result in higher effective tax rates in the future.
Cash on our consolidated balance sheets includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown separately in the consolidated balance sheets as an offset to fiduciary liabilities. Fiduciary funds cannot be used for general corporate purposes, and should not be considered as a source of liquidity for the Company.
Operating Cash Flows
The Company used $593 million of cash from operations for the three months ended March 31, 2013 , compared with $503 million used by operations for the same period in 2012 . These amounts reflect the net income of the Company during those periods, excluding gains or losses from investments and from the disposition of businesses, adjusted for non-cash charges, and changes in working capital which relate primarily to the timing of payments of accrued liabilities or receipts of assets. During the first quarter of 2013 , the Company made $320 million of discretionary pension contributions, discussed in more detail below, compared to $200 million for the same period in 2012.
Pension Related Items
The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in the applicable laws or regulations of the U.S. and other jurisdictions. During the first quarter of 2013, the Company contributed $396 million to its non-U.S. pension plans and $6 million to its U.S. pension plans, including discretionary contributions of $250 million to its U.K. pension plan and $70 million to its Canadian plan. During the first three months of 2012, the Company contributed $167 million to its non-U.S. plans and $106 million to its U.S. plans, including discretionary contributions of $100 million to its U.S. plans and $100 million to its non-U.S. plans.

In the U.S., contributions to the tax-qualified defined benefit plans are based on ERISA guidelines and the Company generally expects to maintain a funded status of 80% or more of the liability determined under the ERISA guidelines. The pension stabilization provisions included in the “Moving Ahead for Progress in the 21st Century Act” enacted on July 6, 2012, changed the methodology for determining the discount rate used for calculating plan liabilities under ERISA, which determines, in part, the funding requirements. After considering the impact of the pension funding stabilization provisions discussed above, the Company does not expect any contributions will be required to its U.S. tax-qualified plan through the end of 2014.

The Company has a large number of non-U.S. defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 82% of non-U.S. plan assets. In the U.K., contributions to defined benefit pension plans are determined through a negotiation process between the Company and the plans' trustee that typically occurs every three years in conjunction with the valuation of the plans. This process is governed by U.K. pension regulations. The assumptions that result from the funding negotiations are different than those used for U.S. GAAP and currently result in a lower funded status than under U.S. GAAP. The current funding plan was based on assumptions (including interest rates, inflation, salary increases and mortality) that reflected market conditions as of year-end 2009, was agreed to in early 2011 and forms the basis for the Company's aggregate contributions to the U.K. plans for 2011 through 2013. During the first three months of 2013 , the Company made required contributions

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of $76 million to its non-U.S. defined benefit pension plans, including amounts called for under the U.K. funding plan. Additionally, the Company made a $250 million discretionary contribution to the U.K. plans and $70 million to its Canadian plan. The Company expects to fund an additional $227 million to its non-U.S. plans over the remainder of 2013 , of which approximately half relates to the U.K. plans. For the entire year, the U.K. plans represent approximately two thirds of the total non-U.S. required contributions. The valuation of the U.K. pension plan at December 31, 2012 that results from the negotiation process described above will determine funding that is expected to become applicable in 2014.
Financing Cash Flows
Net cash used for financing activities was $364 million for the period ended March 31, 2013 compared with $145 million net cash used for the same period in 2012 .
During the first quarter of 2013, the Company used cash to repay its 4.85% fixed rate $250 million senior notes that matured.
During the first quarter of 2012, the Company repaid its 6.25% fixed rate $250 million senior notes that matured. The Company used proceeds from the issuance of 2.3% five-year $250 million senior notes to fund the maturing notes.
The Company paid dividends on its common shares of $127 million ($0.23 per share) during the first three months of 2013 , as compared with $121 million ($0.22 per share) during the first three months of 2012 .
The Company and certain of its foreign subsidiaries maintain a $1.0 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2013 .
In December 2012, the Company closed on a $ 50 million , three -year delayed draw term loan facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The facility requires the Company to maintain coverage ratios and leverage ratios consistent with the revolving credit facility discussed above. The Company had $50 million of borrowings under this facility at March 31, 2013.
The Company's senior debt is currently rated Baa2 by Moody's and BBB by Standard & Poor's. The Company's short-term debt is currently rated P-2 by Moody's and A-2 by Standard & Poor's. The Company carries a positive outlook from Moody's and a stable outlook from Standard & Poor's.
During the first three months of 2013 , the Company paid $3 million of contingent payments related to acquisitions made in prior periods. In the first quarter of 2012 , the Company paid $13 million of contingent payments related to acquisitions made in prior periods.
During the three months of 2013 , the Company repurchased 2.7 million of its common stock for consideration of $100 million. The Company remains authorized to purchase additional shares of its common stock up to a value of $223 million. The Company did not repurchase any shares in the first quarter of 2012.
Investing Cash Flows
Cash provided by investing activities amounted to $8 million in the first three months of 2013 , compared with $116 million used during the same period in 2012 .
The Company made no acquisitions during the first three months of 2013.
The Company made six acquisitions in the first three months of 2012 . Cash used for these acquisitions, net of cash acquired, was approximately $53 million. In addition, in the first quarter of 2012 , the Company paid $7 million of deferred purchase consideration related to acquisitions made in prior years.
The Company used cash of $88 million to purchase fixed assets and capitalized software in the first three months of 2013 compared with $51 million in the first three months of 2012 , primarily related to computer equipment and software purchases, software development costs and the refurbishing and modernizing of office facilities.
The Company has commitments for potential future investments of approximately $40 million in two private equity funds that invest primarily in financial services companies.

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Commitments and Obligations
The Company’s contractual obligations of the types identified in the table below were of the following amounts as of March 31, 2013 (dollars in millions):
 
   
Payment due by Period
Contractual Obligations
Total

 
Within
1 Year

 
1-3 Years

 
4-5 Years

 
After
5 Years

Current portion of long-term debt
$
10

 
$
10

 
$
—

 
$
—

 
$
—

Long-term debt
2,711

 
—

 
871

 
273

 
1,567

Interest on long-term debt
1,257

 
154

 
266

 
209

 
628

Net operating leases
2,400

 
344

 
564

 
423

 
1,069

Service agreements
340

 
120

 
113

 
76

 
31

Other long-term obligations
139

 
36

 
95

 
6

 
2

Purchases commitments
33

 
18

 
15

 
—

 
—

Total
$
6,890

 
$
682

 
$
1,924

 
$
987

 
$
3,297

The above does not include unrecognized tax benefits of $113 million, accounted for under ASC Topic No. 740, as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $7 million that may become payable within one year. The above does not include liabilities established under ASC Topic No. 460 ("Guarantees") as the Company is unable to reasonably predict the timing of settlement of these liabilities. The above does not include the indemnified liabilities discussed in Note 15 as the Company is unable to reasonably predict the timing of settlement of these liabilities. The above does not include net pension liabilities for underfunded plans of approximately $1.7 billion because the timing and amount of ultimate payment of such liability is dependent upon future events, including, but not limited to, future returns on plan assets, and changes in the discount rate used to measure the liabilities. In 2013, the Company expects to contribute approximately $19 million and $227 million to its U.S. and non-U.S. pension plans, respectively.
New Accounting Guidance
Note 17 to the consolidated financial statements contains a discussion of recently issued accounting guidance and their impact or potential future impact on the Company’s financial results, if determinable.


Item 3.
Qualitative and Quantitative Disclosures About Market Risk

Market Risk and Credit Risk
Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes and fluctuations in foreign currency exchange rates and equity markets.

Interest Rate Risk and Credit Risk
The Company has historically managed its net exposure to interest rate changes by utilizing a mixture of variable and fixed rate borrowings to finance the Company’s asset base. During 2007, virtually all of the Company’s variable rate borrowings were repaid. In February 2011, the Company entered into two 3.5-year interest rate swaps to hedge changes in the fair value of the first $250 million of its 5.375% senior notes due in 2014. Under the terms of the swaps, the counter-parties will pay the Company a fixed rate of 5.375% and the Company will pay interest at a floating rate of three-month LIBOR plus a fixed spread of 3.726%. The swaps are designated as fair value hedging instruments and are deemed to be perfectly effective in accordance with applicable accounting guidance.
Interest income generated from the Company’s cash investments as well as invested fiduciary funds will vary with the general level of interest rates.


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The Company had the following investments subject to variable interest rates:
(In millions of dollars)
March 31, 2013
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits
$
1,263

Fiduciary cash and investments
$
4,396

Based on the above balances, if short-term interest rates increased or decreased by 10%, or 9 basis points, over the course of the remainder of the year, annual interest income, including interest earned on fiduciary funds, would increase or decrease by approximately $3 million.
In addition to interest rate risk, our cash and cash equivalents and fiduciary fund investments are subject to potential loss of value due to counter-party credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board-approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash and fiduciary fund investments and will further restrict the portfolio as appropriate to market conditions. The majority of cash and fiduciary fund investments are invested in short-term bank deposits and liquid money market funds.
Foreign Currency Risk
The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 56% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expenses are in the functional currency of the foreign location. As such, the U.S. dollar translation of both the revenues and expenses, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tends to mitigate the impact on net operating income of foreign currency risk. The Company estimates that a 10% movement of major foreign currencies (Euro, Sterling, Australian dollar and Canadian dollar) in the same direction against the U.S. dollar that held constant over the course of the year would increase or decrease full year net operating income by approximately $60 million.
Equity Price Risk
The Company holds investments in both public and private companies as well as private equity funds that invest primarily in financial services companies. Publicly traded investments of $19 million are classified as available for sale. Non-publicly traded investments of $16 million are accounted for using the cost method and $59 million are accounted for using the equity method. The investments that are classified as available for sale or that are not publicly traded are subject to risk of changes in market value, which if determined to be other than temporary, could result in realized impairment losses. The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.
Other
A number of lawsuits and regulatory proceedings are pending. See Note 15 to the consolidated financial statements included elsewhere in this report.

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Part I – Item 4. Controls & Procedures
a. Evaluation of Disclosure Controls and Procedures
Based on their evaluation, as of the end of the period of this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.
b. Changes in Internal Controls
There were no changes in the Company’s internal controls over financial reporting that were identified in connection with the evaluation referred to under Part I – Item 4a above that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION
 
Item 1.        Legal Proceedings.
The information set forth in Note 15 to the consolidated financial statements provided in Part I of this report is incorporated herein by reference.
 
Item 1A.     Risk Factors.
The Company and its subsidiaries face a number of risks and uncertainties. In addition to the other information in this report and our other filings with the SEC, readers should consider carefully the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 . If any of the risks described in our Annual Report on Form 10-K or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.
 
Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Repurchases of Equity Securities

In August 2011, the Board of Directors of the Company authorized share repurchases up to a dollar value of $500 million of the Company's common stock. This was in addition to a September 2010 authorization to repurchase shares of the Company's common stock up to a dollar value of $500 million. The Company repurchased approximately 2.7 million shares of its common stock for $100 million during the first quarter of 2013. The Company remains authorized to repurchase shares of its common stock up to a dollar value of approximately $224 million. There is no time limit on the authorization. 
Period
(a)
Total
Number of
Shares (or
Units)
Purchased

 
(b)
Average
Price
Paid per
Share
(or Unit)

 
(c)
Total Number of
Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans or
Programs

 
(d)
Maximum
Number (or
Approximate
Dollar Value) of
Shares (or
Units) that May
Yet Be
Purchased
Under the Plans
or Programs

January 1-31, 2013
__

 
__

 
__

 
 
February 1-28, 2013
350,000

 
$
37.0668

 
350,000

 
$
310,631,593

March 1-31, 2013
2,346,258
 
$
37.0891

 
2,346,258
 
$
223,605,897

Total Q1 2013
2,696,258

 
$
37.0881

 
2,696,258

 
$
223,605,897



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Item 3.         Defaults Upon Senior Securities.
None.
 
Item 4.         Mine Safety Disclosure.
Not Applicable.
 
Item 5.         Other Information.
None.

Item 6.         Exhibits.
See the Exhibit Index immediately following the signature page of this report, which is incorporated herein by reference.


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Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Date:
May 8, 2013
/s/ J. Michael Bischoff
 
 
J. Michael Bischoff
 
 
Chief Financial Officer
 
 
 
Date:
May 8, 2013
/s/ Robert J. Rapport
 
 
Robert J. Rapport
 
 
Senior Vice President & Controller
 
 
(Chief Accounting Officer)


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Table of Contents

EXHIBIT INDEX
 
Exhibit No.
  
Exhibit Name
 
 
10.1
 
Form of 2013 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
 
 
 
10.2
 
Form of Deferred Stock Unit Award, dated as of March 1, 2013, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
 
 
 
10.3
 
Letter Agreement, dated as of January 3, 2012, between Marsh & McLennan Companies, Inc. and Julio A. Portalatin

 
 
 
10.4
 
Non-Competition and Non-Solicitation Agreement, effective as of February 1, 2012, between Marsh & McLennan Companies, Inc. and Julio A. Portalatin

 
 
 
12.1
  
Statement Re: Computation of Ratio of Earnings to Fixed Charges
 
 
31.1
  
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
 
31.2
  
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
 
32.1
  
Section 1350 Certifications
 
 
101.INS
  
XBRL Instance Document
 
 
101.SCH
  
XBRL Taxonomy Extension Schema
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase


- 42 -





Exhibit 10.1




MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN




TERMS AND CONDITIONS
OF
RESTRICTED STOCK UNIT, PERFORMANCE
STOCK UNIT AND STOCK OPTION AWARDS
GRANTED ON [DATE]







TABLE OF CONTENTS
I. BACKGROUND
 
4

II. AWARDS
 
4

A. General
 
4

1. Grant of Award and Award Types
 
4

2. Award Acceptance
 
4

3. Rights of Award Holders
 
4

4. Restrictive Covenants Agreement
 
4

B. Stock Units
 
5

1. General
 
5

2. Vesting
 
5

3. Dividend Equivalents
 
5

4. Delivery
 
5

C. Performance Stock Units
 
6

1. General
 
6

2. Vesting
 
6

3. Dividend Equivalents
 
6

4. Delivery
 
7

D. Options
 
7

1. General
 
7

2. Vesting
 
7

3. Term
 
8

4. Exercisability
 
8

5. Method of Exercise of an Option
 
8

E. Satisfaction of Tax Obligations
 
8

1. Personal Tax Advisor
 
8

2. U.S. Employees
 
8

3. Non-U.S. Employees
 
9

III. EMPLOYMENT EVENTS
 
10

A. Death
 
10

1. Stock Units
 
10

2. Performance Stock Units
 
10

3. Options
 
10

B. Permanent Disability
 
10

1. Stock Units
 
10

2. Performance Stock Units
 
10

3. Options
 
10

C. Termination by You Outside of the European
Union – Age and Service Pro-Rata Vesting
 
10

1. Stock Units
 
11

2. Performance Stock Units
 
11

3. Options
 
11







D. Termination by You Outside of the European Union – Age and Service Full Vesting
 
11

1. Stock Units
 
11

2. Performance Stock Units
 
11

3. Options
 
11

E. Termination by You Within the European Union – Retirement Treatment
 
12

1. Stock Units
 
12

2. Performance Stock Units
 
12

3. Options
 
12

F. Termination by the Company Other Than for Cause
 
12

1. Stock Units
 
12

2. Performance Stock Units
 
13

3. Options
 
13

4. Important Notes
 
14

G. All Other Terminations
 
14

H. Date of Termination of Employment
 
15

 I. Conditions to Vesting of Award Prior to a Scheduled Vesting Date or the PSU Scheduled Vesting Date and Exercisability of Options Following Termination
 
15

1. Restrictive Covenants Agreement
 
15

2. Waiver and Release and Restrictive Covenants Agreement
 
16

J. Determination of Pro-Rata Vesting upon Termination of Employment
 
16

K. Distribution in Respect of Performance Stock Units
 
16

1. Distribution Following Death, Permanent Disability, Termination by the Company Other Than for Cause, Certain Terminations Following a Change in Control or In Connection with With a Change in Control, Whether or Not You Satisfy the Age and Service Criteria for Pro-Rata Vesting or Full Vesting or You are Determined to Be Eligible for Retirement Treatment
 
16

2. Termination of Employment by You On or After Satisfaction of the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting or You are Determined to Be Eligible for Retirement Treatment
 
17

L. Section 409A of the Code for U.S. Taxpayers
 
17

IV. CHANGE IN CONTROL PROVISIONS
 
23

A. Treatment of Awards
 
23







1. Stock Units
 
24

2. Performance Stock Units
 
24

3. Options
 
24

V. DEFINITIONS
 
25

VI. ADDITIONAL PROVISIONS
 
27

A. Additional Provisions—General
 
27

1. Administrative Rules
 
27

2. Amendment
 
27

3. Limitations
 
28

4. Cancellation or Clawback of Awards
 
28

5. Governing Law; Choice of Forum
 
28

6. Severability; Captions
 
29

7. Electronic Delivery and Acceptance
 
29

8. Waiver
 
29

B. Additional Provisions—Outside of the United States
 
29

1. Changes to Delivery
 
29

2. Amendment and Modification
 
30

VII. QUESTIONS AND ADDITIONAL INFORMATION
 
30









I.    BACKGROUND
An award (“ Award ”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “ Plan ”), subject to your acceptance as described in Section II.A.2. The Award types, the number of shares of Marsh & McLennan Companies, Inc. (“ Marsh & McLennan Companies ”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award are specified in materials provided to you by Global & Executive Compensation (“ Grant Documentation ”). The Award is also subject to the terms and conditions set forth herein (the “ Terms and Conditions ”). For employees outside the United States, the awards are subject to additional terms and conditions as set forth in the country-specific notices (the “ Country-Specific Notices” ). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable) and the Plan will be referred to herein as the “ Award Documentation” . As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.
Capitalized terms in these Terms and Conditions are defined in Section V.
II.    AWARDS
A.
General.
1.
Grant of Award and Award Types. The types of awards that may have been granted to you under the Plan are described below. The description of a type of award in these Terms and Conditions that is not part of the Award does not give or imply any right to such type of award.
2.
Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified in the Grant Documentation, of these Terms and Conditions, the Country-Specific Notices (if applicable) and Restrictive Covenants Agreement as described in Section II.A.4. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified in the Grant Documentation, then the Award will be cancelled as of the grant date of the Award.
3.
Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).
4.
Restrictive Covenants Agreement. As described in Section II.A.2., a Restrictive Covenants Agreement in a form determined by Marsh & McLennan Companies (“ Restrictive Covenants Agreement ”) must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh &

4
    




McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order to exercise an Option whether or not you are employed by the Company (as defined in Section V.D.) at that time. Failure to timely execute the Restrictive Covenants Agreement by the date specified in the Grant Documentation or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.I.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award, without any liability to the Company.
B.
Stock Units.
1.
General. A restricted stock unit (“ Stock Unit ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.
2.
Vesting. Subject to your continued employment, 33-1/3% of the Stock Units will vest on [DATE] of [YEAR], [YEAR] and [YEAR]. Each date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is a “ Scheduled Vesting Date .” In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.G.) prior to a Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.H.
3.
Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “ Dividend Equivalent ”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited.
4.
Delivery.

a.
Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 74 days after vesting.

b.
The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 74 days after vesting.

5
    





c.
The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.E.

d.
Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries or affiliate’s obligations under the Award.

e.
Additional delivery rules for Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.L.

C.
Performance Stock Units.
1.
General. A performance stock unit (“ PSU ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, a minimum of zero (0) and up to a maximum of two (2) shares of Common Stock after vesting, depending on the achievement, as determined by the Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “ Committee ”), of the financial performance objectives established by the Committee for the Performance Period (as defined in Section V.F.). In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date (defined below), the number of shares of Common Stock deliverable in respect of a PSU shall be determined as provided in Section III. below.
2.
Vesting. Subject to your continued employment, the PSUs are scheduled to vest on [DATE] (the “ PSU Scheduled Vesting Date ”). In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date, your right to the PSUs, and the number of shares of Common Stock delivered in respect of each PSU, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of this Section II.C.2. will be determined in accordance with Section III.H.
3.
Dividend Equivalents. Dividend Equivalents (if any) will be paid for each share of Common Stock that is determined under Section II.C.1. to be delivered in respect of a vested PSU. Dividend Equivalents will be calculated as if such share that is to be delivered in respect of a vested PSU was outstanding as of each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding with no interest paid on such amounts. Dividend Equivalents will vest when the PSUs, in respect of which such Dividend Equivalents were calculated, vest. Dividend Equivalents will not be paid on PSUs that do not vest or are cancelled or forfeited.

6
    




4.
Delivery.

a.
Shares of Common Stock deliverable, if any, in respect of the PSUs covered by the Award that vest on the PSU Scheduled Vesting Date shall be delivered to you as soon as practicable after vesting, and in no event later than 74 days after vesting. In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date, shares of Common Stock in respect of the PSUs covered by the Award that vest on your termination of employment or occurrence of your Permanent Disability shall be distributed to you as provided in Section III.

b.
The value of vested Dividend Equivalents that vest on the PSU Scheduled Vesting Date will be delivered to you in cash as soon as practicable after vesting, and in no event later than 74 days after vesting. In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date, vested Dividend Equivalents shall be distributed to you as provided for PSUs in Section III.

c.
The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.E.

d.
Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge the Company’s obligations under the Award.

e.
Additional delivery rules for Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.L.
D.
Options.
1.
General. A stock option (“ Option ”), whether qualified or nonqualified, represents the right to purchase the number of shares of Common Stock specified in the Grant Documentation (the “ Option Shares ”) each at the exercise price specified in the Grant Documentation.
2.
Vesting. Subject to your continued employment, 25% of the Option Shares covered by the Option will vest on each of the first four anniversaries of the grant date of the Award. Each date on which an Option Share covered by the Option is scheduled to vest is a “ Scheduled Vesting Date .” In the event of your termination of employment or occurrence of your Permanent Disability prior to a Scheduled Vesting Date, your right to any Option Shares covered by the Option that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your

7
    




termination of employment for purposes of this Section II.D.2. will be determined in accordance with Section III.H.
3.
Term. Subject to your continued employment, the Option will expire on the day immediately preceding the tenth anniversary of the grant date of the Award (“ Option Expiration Date ”). If your employment terminates before the Option Expiration Date, your right to exercise any vested Option Shares covered by the Option will be determined in accordance with Section III. below.
4.
Exercisability. The Option Shares covered by the Option will become exercisable when they vest.
5.
Method of Exercise of an Option.
a.
General Procedures. An Option may be exercised by written notice to Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies, in form and substance satisfactory to Marsh & McLennan Companies, which must state the election to exercise such Option, the number of Option Shares for which such Option is being exercised and such other representations and agreements as may be required pursuant to the provisions of the Award Documentation (the “ Exercise Notice ”). The Exercise Notice must be accompanied by (i) any required income tax forms and (ii) a reaffirmation of the Restrictive Covenants Agreement, unless (A) the Option is being exercised after your death in accordance with Section III. below or (B) as otherwise determined by Marsh & McLennan Companies.
b.
Payment of Exercise Price. Payment of the aggregate exercise price may be made with U.S. dollars or by tendering shares of Common Stock (including shares of Common Stock acquired from a stock option exercise or a stock unit award vesting).
c.
Distribution of Option Shares. The shares of Common Stock from the Option exercise will be distributed as specified in the Exercise Notice, after you have satisfied applicable tax obligations, as described in Section II.E., and fees.
E.
Satisfaction of Tax Obligations.
1.
Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.
2.
U.S. Employees.
a.
Stock Units, Performance Stock Units and Dividend Equivalents. Applicable employment taxes are required by law to be withheld when a Stock Unit, PSU or Dividend Equivalent vests, or, if later, when the number of shares of Common Stock deliverable in respect of a PSU (or the amount of

8
    




cash payable in respect of a Dividend Equivalent corresponding to a PSU) is determined. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units, PSUs or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.
b.
Options. Applicable taxes (including employment taxes) are required by law to be withheld when a nonqualified Option is exercised. A sufficient number of whole shares of Common Stock resulting from the Option exercise will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation unless you elect in the Exercise Notice to satisfy all applicable tax withholding in another manner.
3.
Non-U.S. Employees.
a.
Stock Units, Performance Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit, PSU or Dividend Equivalent is generally not taxable on the grant date. If the value of the Stock Unit, PSU or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit or PSU that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or PSU, or upon delivery of cash in respect of a Dividend Equivalent.
b.
Options. In most countries, the value of an Option is generally not taxable on the grant date. If the value of the Option is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon exercise of the Option and delivery of shares of Common Stock in respect of the Option, and/or the subsequent sale of the shares of Common Stock.
c.
Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer may retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.


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III.     EMPLOYMENT EVENTS
A.
Death.
1.
Stock Units. In the event your employment is terminated because of your death, the unvested Stock Units will fully vest at such termination of employment and will be distributed as described in Section II.B.4.
2.
Performance Stock Units. In the event your employment is terminated because of your death, the PSUs will fully vest at such termination of employment and will be distributed as described in Section III.K.1.
3.
Options. In the event your employment is terminated because of your death, the Option will fully vest with respect to any unvested Option Shares and will become exercisable at such termination of employment. The person or persons to whom your rights under the Option shall pass by will or the laws of descent and distribution shall be entitled to exercise such Option with respect to any Option Shares that vest (and any Option Shares that were already vested at the time of your death) within two years after the date of death, but in no event shall the Option be exercisable after the Option Expiration Date.
B.
Permanent Disability.
1.
Stock Units . Upon the occurrence of your Permanent Disability, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions described in Section III.I.1.
2.
Performance Stock Units. Upon the occurrence of your Permanent Disability, the PSUs will fully vest and will be distributed as described in Section III.K.1., provided that you satisfy the conditions described in Section III.I.1.
3.
Options. Upon the occurrence of your Permanent Disability, the Option will fully vest with respect to any unvested Option Shares and will become exercisable, provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time your Permanent Disability occurred) shall be exercisable for two years following the occurrence of your Permanent Disability, but in no event shall the Option be exercisable after the Option Expiration Date.
C.
Termination by You Outside of the European Union – Age and Service Pro-Rata Vesting. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting (as defined in Section V.B.) but do not satisfy the Age and Service Criteria for Full Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union, then this Section III.C. shall apply. For the avoidance of doubt, Section III.F. will

10
    




govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.C.).
1.
Stock Units. Upon such termination of employment, the unvested Stock Units will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.I.1.
2.
Performance Stock Units. Upon such termination of employment, the PSUs will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section III.K.2., provided that you satisfy the conditions to vesting described in Section III.I.1.
3.
Options. Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.
D.
Termination by You Outside of the European Union – Age and Service Full Vesting. If you have satisfied the Age and Service Criteria for Full Vesting on or before you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union, then this Section III.D. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause.
1.
Stock Units. Upon such termination of employment, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.I.1.
2.
Performance Stock Units. Upon such termination of employment, the PSUs will fully vest and will be distributed as described in Section III.K.2., provided that you satisfy the conditions to vesting described in Section III.I.1.
3.
Options. Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.

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E.
Termination by You Within the European Union - Retirement Treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.H.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then this Section III.E. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause.
1.
Stock Units. Upon the later to occur of such termination of employment or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, the unvested Stock Units will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.I.1.
2.
Performance Stock Units. Upon the later to occur of such termination of employment or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, the PSUs will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section III.K.2., provided that you satisfy the conditions to vesting described in Section III.I.1.
3.
Options. Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date. For the avoidance of doubt, if a Scheduled Vesting Date occurs following the date that you terminate your employment but prior to the date the Retirement Treatment Committee determines that you are eligible for retirement treatment, the Options Shares that were scheduled to vest on such Scheduled Vesting Date will vest on the date you are determined by the Retirement Treatment Committee to be eligible for retirement treatment.
F.
Termination by the Company Other Than for Cause.
1.
Stock Units.
a.
General. Except as otherwise provided in Sections III.F.1.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, the unvested Stock Units will vest at such termination of employment on a pro-rata basis as described in Section III.J. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.I.2. For the avoidance of doubt, this Section III.F.1.a. shall apply regardless of whether

12
    




you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria for Pro-Rata Vesting on or before your termination of employment by the Company.
b.
Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, and on or before your termination of employment you satisfy the Age and Service Criteria for Full Vesting, the unvested Stock Units will fully vest at such termination of employment and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.I.2.
2.
Performance Stock Units.
a.
General. Except as otherwise provided in Sections III.F.2.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, the PSUs will vest at such termination of employment on a pro-rata basis as described in Section III.J. and will be distributed as described in Section III.K.1., provided that you satisfy the conditions to vesting described in Section III.I.2. For the avoidance of doubt, this Section III.F.2.a. shall apply regardless of whether you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria for Pro-Rata Vesting on or before your termination of employment by the Company.
b.
Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Full Vesting, the PSUs will fully vest at such termination of employment and will be distributed as described in Section III.K.1., provided that you satisfy the conditions to vesting described in Section III.I.2.
3.
Options.
a.
General. Except as otherwise provided in Sections III.F.3.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, your rights, title and interest in and to any unvested Option Shares will be canceled upon such termination of employment. Provided that you satisfy the conditions to vesting described in Section III.I.2., any Option Shares that were vested at the time of your termination of employment shall be exercisable until the earlier of 90 days following your termination of employment and the Option Expiration Date.

13
    




b.
Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Pro-Rata Vesting or Full Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions to vesting described in Section III.I.2. Provided that you satisfy the conditions described in Section III.I.2(i)., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date. For the avoidance of doubt, if a Scheduled Vesting Date occurs following the date that your employment is terminated by the Company but prior to the date the Retirement Treatment Committee determines that you are eligible for retirement treatment, the Options Shares that were scheduled to vest on such Scheduled Vesting Date will vest on the date you are determined by the Retirement Treatment Committee to be eligible for retirement treatment.
4.
Important Notes.

a.
Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“ Employing Company ”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction.

b.
Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.
G.
All Other Terminations. For all other terminations of employment not described in Sections III.A. through F. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Pro-Rata Vesting as described in Section III.C., your resignation without having satisfied the Age and Service Criteria for Full Vesting as described in Section III.D., or your resignation without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.E.), any rights, title and interest

14
    




in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.H.
H.
Date of Termination of Employment.
1.
If Section III.H.2. does not apply to you, then for purposes of determining vesting under Sections II.B.2., II.C.2. and II.D.2. and the number of unvested Stock Units or PSUs, as applicable, that vest on a pro-rata basis as described in III.J., your employment will be treated as having terminated on your last day of employment with the Company.
2.
If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.G. your employment will be treated as having terminated for purposes of determining vesting under Sections II.B.2., II.C.2. and II.D.2. on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Sections II.B.2., II.C.2. and II.D.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company.
I.
Conditions to Vesting of Award Prior to a Scheduled Vesting Date or the PSU Scheduled Vesting Date and Exercisability of Options Following Termination.
1.
Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Sections III.C. and D. or (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.E., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B. or your termination of employment as described in Sections III.C. and D., and no later than 60 days following vesting if your termination of employment is pursuant to III.E., or (b) comply with the Restrictive Covenants Agreement, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

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2.
Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.F., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

J.
Determination of Pro-Rata Vesting upon Termination of Employment.
The number of Stock Units or PSUs, as applicable, that vests on a pro-rata basis upon your termination of employment will be determined using the following formula:


where

A
=     the number of Stock Units or PSUs covered by the Award, as applicable;
B
=    the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.H.1.;
C
=    the number of days in the period beginning on the grant date of the Award and ending on the last Scheduled Vesting Date or the PSU Scheduled Vesting Date, as applicable; and
D
=    the number of Stock Units or PSUs, as applicable, that have previously vested.
K.
Distribution in Respect of Performance Stock Units.
1.
Distribution Following Death, Permanent Disability, Termination by the Company Other Than for Cause, Certain Terminations Following a Change in Control or In Connection With a Change in Control, Whether or Not You Satisfy the Age and Service Criteria for Pro-Rata Vesting or Full Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event of (i) your termination of employment due to your death, (ii) the occurrence of your Permanent Disability, (iii) termination of your employment by the Company other than for Cause, (iv) termination of your employment by the Company other than for Cause or by you for Good Reason (as defined in Section V.E.) within 24 months following a Change in Control or (v) the non-assumption, conversion or replacement of the Award in connection with a Change in Control as described in

16
    




Section III.A.2., III.B.2., III.F.2. or IV.A.2., you will receive, as soon as practicable after such termination of employment, occurrence of Permanent Disability or Change in Control, and in no event later than 74 days following such termination of employment, occurrence of Permanent Disability or Change in Control, the number of shares of Common Stock determined under Section II.C.1. in respect of the number of PSUs that vested in accordance with such termination of employment, occurrence of Permanent Disability or Change in Control, as applicable, provided that, (A) in the event that such applicable termination of employment or Permanent Disability occurs on or prior to December 31 of the year in which the PSUs are granted or (B) in the event that a Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted and your termination of employment or your Permanent Disability occurs following such Change in Control or the Award is not assumed, converted or replaced following the Change in Control, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests at your termination of employment, the occurrence of your Permanent Disability or Change in Control, as applicable.
2.
Termination of Employment by You On or After Satisfaction of the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event you have satisfied the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting on or prior to the date you terminate your employment as described in Section III.C.2. or III.D.2 or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following the date you terminate your employment, as described in Section III.E.2., you will receive, as soon as practicable after the PSU Scheduled Vesting Date and in no event later than 60 days following the PSU Scheduled Vesting Date, the number of shares of Common Stock determined under Section II.C.1. in respect of the number of PSUs that vested in accordance with such termination of employment, provided that, in the event a Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted and your termination of employment occurs following such Change in Control, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests upon your termination of employment.
L.
Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.)
1.
For U.S. Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in V.I.). The Committee intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not

17
    




in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code.
2.
Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to the Company in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the average level of services that you provided to the Company in the preceding 36 months (or shorter period of service if, for example, your total service with the Company is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies long-term disability benefits will be ignored.
3.
Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code), no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code shall be distributed until the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.
4.
Notwithstanding any provision herein (other than Section III.L.8.a.), if (i) a Change in Control occurs on or prior to December 31 of the second year of the three-year Performance Period and (ii) no earlier than in the third year of the three-year Performance Period, (A) you satisfy the Age and Service Criteria for Pro-Rata Vesting, (B) you satisfy the Age and Service Criteria for Full Vesting or (C) you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment, then shares of Common Stock deliverable on the PSU Scheduled Vesting Date in respect of the PSUs covered by the Award shall be distributed to you as soon as practicable after that date, and in no event later than March 15 of that year.

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5.
Notwithstanding any other provision herein (other than Section III.L.7.a.) with respect to Stock Units,
a.
If you have satisfied the Age and Service Criteria for Pro-Rata Vesting at any time prior to [DATE] and you do not satisfy the Age and Service Criteria for Full Vesting at any time prior to [DATE], then for each Scheduled Vesting Date following the date that you satisfy the Age and Service Criteria for Pro-Rata Vesting, shares of Common Stock and/or cash pursuant to Section II.B.4. will be delivered by March 15 of the year in which the Scheduled Vesting Date occurs.
b.
If you first satisfy the Age and Service Criteria for Full Vesting in calendar year [YEAR], then shares of Common Stock and/or cash pursuant to Section II.B.4. with respect to the [DATE] Scheduled Vesting Date will be delivered by [DATE].
6.
Notwithstanding any other provision herein, if (a) the Award is subject to Section 409A of the Code and the Award Documentation conditions payment or commencement of payment on one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenant (each an “ Employment-Related Action ”), and (b) the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or commence following the completion of the Employment-Related Action, but in no event earlier than that January 1.
7.
Special 409A Distribution Provisions for Stock Units and payments attributable to Stock Units.
a.
Notwithstanding any provision herein, for distributions of Stock Units or cash attributable to such Stock Units that are subject to one or more Employment-Related Actions where, you have not satisfied and would not satisfy the Age and Service Criteria for Full Vesting prior to [DATE]:
i.
With respect to Stock Units, no later than March 15 th of the year following the year in which the substantial risk of forfeiture (as determined under Section 409A of the Code) (the “ Substantial Risk of Forfeiture ”) lapses with respect to such Stock Units, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

ii.
With respect to a cash payment attributable to Stock Units, no later than March 15 th of the year following the year in which the Substantial Risk of Forfeiture lapses with respect to such payment, such payment (to the extent not previously delivered to you) shall be

19
    




placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.
b.
Notwithstanding any provision herein, with respect to distributions of Stock Units or cash attributable to such Stock Units (i) where you have satisfied or would satisfy the Age and Service Criteria for Full Vesting prior to [DATE], (ii) where such distributions are subject to one or more Employment-Related Actions, and (iii) where such distributions are not being made with respect to a Scheduled Vesting Date (the date of the event or occurrence (other than a Scheduled Vesting Date) giving rise to such distributions, a “Delivery Date”):

i.
With respect to Stock Units, no later than 74 days after the Delivery Date occurs, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

ii.
With respect to a cash payment attributable to Stock Units, no later than 74 days after the Delivery Date occurs, such payment (to the extent not previously delivered to you) shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.
c.
Notwithstanding any provision herein, with respect to distributions of Stock Units or cash attributable to such Stock Units (i) where you have satisfied or would satisfy the Age and Service Criteria for Full Vesting prior to [DATE], (ii) where such distributions are subject to one or more Employment-Related

20
    




Actions, and (iii) where such distributions are being made with respect to a Scheduled Vesting Date:

i.
With respect to Stock Units, no later than December 31 st of the year in which the Scheduled Vesting Date occurs, shares of Common Stock underlying the Stock Units that relate to such Scheduled Vesting Date, shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

ii.
With respect to a cash payment attributable to Stock Units, no later than December 31 st of the year in which the Scheduled Vesting Date occurs, any payment that relates to such Scheduled Vesting Date (to the extent not previously distributed to you) shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.
8.
Special 409A Distribution Provisions for Performance Stock Units and payments attributable to Performance Stock Units.
a.
Notwithstanding any provision herein, for distributions of PSUs or cash attributable to such PSUs that are subject to one or more Employment-Related Actions where, prior to [DATE], you have not satisfied and would not satisfy either (X) the Age and Service Criteria for Full Vesting or (Y) the Age and Service Criteria for Pro-Rata Vesting:
i.
With respect to PSUs, no later than March 15 th of the year following the year in which the Substantial Risk of Forfeiture lapses with respect to such PSUs, shares of Common Stock underlying such PSUs shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

21
    





ii.
With respect to a cash payment attributable to PSUs, no later than March 15 th of the year following the year in which the Substantial Risk of Forfeiture lapses with respect to such payment, such payment (to the extent not previously delivered to you) shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.
b.
Notwithstanding any provision herein, with respect to distributions PSUs or cash attributable to such PSUs (i) where, prior to [DATE], you have satisfied or would satisfy the Age and Service Criteria either for Full Vesting or Pro-Rata Vesting (ii) where such distributions are subject to one or more Employment-Related Actions, and (iii) where such distributions are not being made with respect to the PSU Scheduled Vesting Date (the date of the event or occurrence (other than the PSU Scheduled Vesting Date) giving rise to such distributions, a “PSU Delivery Date”):
i.
With respect to PSUs, no later than 74 days after the PSU Delivery Date occurs, shares of Common Stock underlying such PSUs shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and
ii.
With respect to a cash payment attributable to PSUs, no later than 74 days after the PSU Delivery Date occurs, such payment (to the extent not previously delivered to you) shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

22
    





In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.
c.
Notwithstanding any provision herein, with respect to distributions PSUs or cash attributable to such PSUs (i) where, prior to [DATE], you have satisfied or would satisfy the Age and Service Criteria either for Full Vesting or Pro-Rata Vesting (ii) where such distributions are subject to one or more Employment-Related Actions, and (iii) where such distributions are being made with respect to the PSU Scheduled Vesting Date:

i.
With respect to PSUs, no later than December 31 st of the year in which the PSU Scheduled Vesting Date occurs, shares of Common Stock underlying such PSUs that relate to the PSU Scheduled Vesting Date, shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

ii.
With respect to a cash payment attributable to PSUs, no later than December 31 st of the year in which the PSU Scheduled Vesting Date occurs, any payment that relates to the PSU Scheduled Vesting Date (to the extent not previously delivered to you) shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit and subject to withholding of any applicable tax obligations, as described in Section II.E. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.
9.
Nothing in this Section III.L. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law.

IV.    CHANGE IN CONTROL PROVISIONS
A.
Treatment of Awards. Upon the occurrence of a “ Change in Control ” , as defined in the Plan, the Award will continue to vest in accordance with the vesting schedule specified in Sections II.B.2, II.C.2 and II.D.2. and subject to earlier vesting or forfeiture pursuant to Section III., provided that the Award will become fully vested at your termination of employment by the Company other than for Cause, or by you for

23
    




Good Reason, during the 24-month period following such Change in Control and will be treated as set forth below, provided that you satisfy the conditions described in Section IV.B. Notwithstanding the foregoing, if the Award is not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Award will fully vest immediately prior to the Change in Control and will be treated as set forth below.
1.
Stock Units. Any Stock Units covered by the Award will be distributed as described in Section II.B.4.
2.
Performance Stock Units. Any PSUs covered by the Award will be distributed in accordance with Section III.K.1., provided that, if such Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests.
3.
Options. Any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of (a) 90 days following your termination of employment or the occurrence of the Change in Control, as applicable, and (b) the Option Expiration Date.
B.
As a condition to vesting of any unvested portion of the Award, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, if applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.
C.
For the avoidance of doubt, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and, on or before the date of your termination of employment you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Sections III.C. and D., or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.E., any Stock Units, PSUs or Options covered by the Award will be treated as described in this Section IV., provided that you satisfy the conditions described in Section IV.B., provided further that any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.


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V.    DEFINITIONS
As used in these Terms and Conditions:

A.
“Age and Service Criteria for Full Vesting” means you are at least age 65 and have a minimum of one year of service with the Company.

B.
“Age and Service Criteria for Pro-Rata Vesting” means you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company.

C.
“Cause” shall mean:
    
1.
willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;
2.
willful violation of any written Company policies including but not limited to, the Marsh & McLennan Companies code of business conduct and ethics;
3.
commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any felony or crime involving moral turpitude;
4.
unlawful use (including being under the influence) or possession of illegal drugs;
5.
any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or
6.
any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

D.
“Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates.

E.
“Good Reason” shall mean any one of the following events without your written consent:

1.
material reduction in your base salary;
2.
material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);
3.
material diminution of your duties, responsibilities or authority; or
4.
relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

25
    




F.
“Performance Period” shall mean the period that begins on [DATE] and ends on [DATE], provided that in the event of a termination of your employment described in Section III.A.2. or III.F.2. or the occurrence of your Permanent Disability described in Section III.B.2. prior to a Change in Control, such period will end on December 31 of the year prior to such termination of employment or occurrence of your Permanent Disability for the PSUs covered by the Award, and provided further that in the event of a Change in Control, such period will end on December 31 of the year prior to the occurrence of such Change in Control.
G.
“Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
H.
“Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee.
I.
“Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation).

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J.
Additional Definitions.
The terms below are defined on the following pages
Award
 
4

Award Documentation
 
4

Change in Control
 
23

Committee
 
6

Common Stock
 
4

Country-Specific Notices
 
4

Delivery Date
 
20

Dividend Equivalent
 
5

Employing Company
 
14

Employment-Related Action
 
19

Exercise Notice
 
8

Grant Documentation
 
4

Marsh & McLennan Companies
 
4

Option
 
7

Option Expiration Date
 
8

Option Shares
 
7

Plan
 
4

PSU
 
6

PSU Delivery Date
 
22

PSU Scheduled Vesting Date
 
6

Restrictive Covenants Agreement
 
4

Scheduled Vesting Date
 
4, 7

Stock Unit
 
5

Substantial Risk of Forfeiture
 
19

Terms and Conditions
 
4

VI.
ADDITIONAL PROVISIONS
A.
Additional Provisions—General
1.
Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation and Grant Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.
2.
Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the

27
    




Award and on any shares of Common Stock acquired with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.
3.
Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.
4.
Cancellation or Clawback of Awards.
a.
Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation or Grant Documentation, cancel, reduce or require reimbursement of the Award.
b.
If (i) Section III.H.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.G. and such termination of employment occurs within 60 days following a Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on such Scheduled Vesting Date pursuant to Section II.B.4. or II.C.4. and (iv) the date of your termination of employment as determined pursuant to Section III.H.2. is before the Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following such Scheduled Vesting Date.
c.
If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.
5.
Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings brought to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New

28
    




York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Award or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
6.
Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect.
7.
Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies.
8.
Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you.
B.
Additional Provisions—Outside of the United States
1.
Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock, or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of exercise (for Options) or vesting after payment of applicable taxes and fees and any exercise price. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes, fees and any exercise price) to satisfy the Award.

29
    




2.
Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.
VII.    QUESTIONS AND ADDITIONAL INFORMATION
Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or Grant Documentation or if you would like an account statement detailing each type of equity-based award and the number of shares of Common Stock covered by such equity-based award that comprises the Award, and the exercise price, vesting date(s) and expiration date of such equity-based awards that comprise the Award, or any other information, please contact:

Global & Executive Compensation
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
United States of America
Telephone Number: +1 212 345-9722
Facsimile Number: +1 212 948-8481
Email: mmc.compensation@mmc.com

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IN WITNESS WHEREOF, Marsh & McLennan Companies has caused these Terms & Conditions to be duly executed by the facsimile signature of its Senior Vice President, Chief Human Resources Officer as of the day and year first above written. By consenting to these Terms and Conditions, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described herein and in the Award Documentation; and (ii) you understand and agree that these Terms & Conditions and the Award Documentation constitute the entire understanding between you and Marsh & McLennan Companies regarding the Award, and that any prior agreements, commitments or negotiations concerning the Award are replaced and superseded. The grant of the Award is contingent upon your acceptance of these Terms and Conditions, Country-Specific Notices (if applicable) and Restrictive Covenants Agreement (if applicable) by the date and in the manner specified in materials provided to you by Global & Executive Compensation. If you decline the Award or you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified, the Award will be cancelled as of the grant date of the Award.    



/s/Laurie Ledford        
Laurie Ledford
SVP, Chief Human Resources Officer


31
    
Exhibit 10.2









MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN


TERMS AND CONDITIONS
OF
DEFERRED STOCK UNIT AWARDS
GRANTED ON [DATE], 2013





TABLE OF CONTENTS
I. BACKGROUND
 
3

II. AWARDS
 
3

A. General
 
3

1. Award Acceptance
 
3

2. Rights of Award Holders
 
3

3. Restrictive Covenants Agreement
 
3

B. Stock Units
 
4

1. General
 
4

2. Vesting
 
4

3. Dividend Equivalents—Accrual and Vesting
 
4

4. Delivery
 
4

E. Satisfaction of Tax Obligations
 
5

1. Personal Tax Advisor
 
5

2. U.S. Employees
 
5

3. Non-U.S. Employees
 
5

a. Stock Units
 
5

b. Withholding
 
5

III. EMPLOYMENT EVENTS
 
5

A. Death
 
5

B. Permanent Disability
 
6

C. Termination by the Company Other Than for Cause
 
6

1. General
 
6

2. Important Notes
 
6

a. Sale of Business Unit
 
6

b. Constructive Discharge
 
6

D. All Other Terminations
 
6

E. Date of Termination of Employment
 
6

F. Conditions to Vesting of Award Prior to a Scheduled Vesting Date
 
7

1. Restrictive Covenants Agreement
 
7

2. Waiver and Release and Restrictive Covenants Agreement
 
7

G. Determination of Pro-Rata Vesting upon Termination of Employment
 
7

H. Section 409A of the Code for U.S. Taxpayers
 
8

IV. CHANGE IN CONTROL PROVISIONS
 
9

V. DEFINITIONS
 
9

VI. ADDITIONAL PROVISIONS
 
11

A. Additional Provisions—General
 
11

1. Administrative Rules
 
11

2. Amendment
 
11



3. Limitations
 
11

4. Cancellation or Clawback of Awards
 
12

5. Governing Law; Choice of Forum
 
12

6. Severability; Captions
 
12

7. Electronic Delivery and Acceptance
 
13

8. Waiver
 
13

B. Additional Provisions—Outside of the United States
 
13

1. Changes to Delivery
 
13

2. Amendment and Modification
 
13

VII. QUESTIONS AND ADDITIONAL INFORMATION
 
14





             
I.
BACKGROUND
An award (“ Award ”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “ Plan ”), subject to your acceptance as described in Section II.A.1. The Award type, the number of shares of Marsh & McLennan Companies, Inc. (“ Marsh & McLennan Companies ”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award are specified in materials provided to you by Global & Executive Compensation (“ Grant Documentation ”). The Award is also subject to the terms and conditions set forth herein (the “ Terms and Conditions ”). For employees outside the United States, the awards are subject to additional terms and conditions as set forth in the country-specific notices (the “ Country-Specific Notices ”). The Prospectus dated [DATE] also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable), and the Plan will be referred to herein as the “ Award Documentation .” As used herein, “ Common Stock ” means common stock of Marsh & McLennan Companies.
Capitalized terms in these Terms and Conditions are defined in Section V.
II.
AWARDS
A.
General.
1. Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified in the Grant Documentation, of these Terms and Conditions, the Country-Specific Notices (if applicable) and a Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified in the Grant Documentation, then the Award will be cancelled as of the grant date of the Award.
2. Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).
3. Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement in a form determined by Marsh & McLennan Companies (“ Restrictive Covenants Agreement ”) must be in place in order to accept the Award and you must execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III. Failure to timely execute the Restrictive Covenants Agreement by the date specified in the Grant Documentation or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.F.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award, without any liability to the Company (as defined in Section V.B.).

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B.
Stock Units.
1.
General. A deferred stock unit (“ Stock Unit ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.
2.
Vesting. Subject to your continued employment, [PERCENTAGE] of the Stock Units will vest on the 15th of the month in which the [VESTING DATE(S)] of the grant date of the Award occurs. Each date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is a “ Scheduled Vesting Date .” In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.D.) prior to a Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.E.
3.
Dividend Equivalents – Accrual and Vesting. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “ Dividend Equivalent ”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited.
4.
Delivery.
a.
Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 74 days after vesting.
b.
The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 74 days after vesting.
c.
The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C.
d.
Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries or affiliate’s obligations under the Award.

4

e.
Additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.H.
C.
Satisfaction of Tax Obligations.
1.
Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.
2.
U.S. Employees. Applicable employment taxes are required by law to be withheld when a Stock Unit or Dividend Equivalent vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.
3.
Non-U.S. Employees.

a.
Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit is generally not taxable on the grant date. If the value of the Stock Unit is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or upon delivery of cash in respect of a Dividend Equivalent.
b.
Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions, and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer may retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.
III.
EMPLOYMENT EVENTS
A.
Death. In the event your employment is terminated because of your death, the unvested Stock Units will fully vest at such termination of employment and will be distributed as described in Section II.B.4.

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B.
Permanent Disability. Upon the occurrence of your Permanent Disability, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.1.
C.
Termination by the Company Other Than for Cause.
1.
General . Except as otherwise provided in Section IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause (as defined in Section V.A.), the unvested Stock Units will vest at such termination of employment on a pro-rata basis as described in Section III.G. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.2.
2.
Important Notes.
a.
Sale of Business Unit . For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“ Employing Company ”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction.
b.
Constructive Discharge . The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.
D.
All Other Terminations. For all other terminations of employment not described in Sections III.A. through C. or Section IV. (including, but not limited to, a termination by the Company for Cause or a resignation by you of your employment with the Company), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.E.
E.
Date of Termination of Employment.
1.
If Section III.E.2. does not apply to you, then for purposes of determining vesting under Section II.B.2. and the number of unvested Stock Units that vest on a pro-rata basis as described in Section III.G., your employment will be treated as having terminated on your last day of employment with the Company .
2.
If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.D., your employment will be treated as having terminated for purposes of determining vesting under Section II.B.2. on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company

6

other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Section II.B.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company.
F.
Conditions to Vesting of Award Prior to a Scheduled Vesting Date.
1.
Restrictive Covenants Agreement. In the event of the occurrence of your Permanent Disability as described in Section III.B., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B., or (b) comply with the Restrictive Covenants Agreement, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.
2.
Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.C., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.
G.
Determination of Pro-Rata Vesting upon Termination of Employment.
The number of Stock Units that vests on a pro-rata basis upon your termination of employment will be determined using the following formula:


where
A
=     the number of Stock Units covered by the Award;
B
=    the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.E.1.;

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C
=    the number of days in the period beginning on the grant date of the Award and ending on the last Scheduled Vesting Date; and
D
=    the number of Stock Units that have previously vested.

H.
Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.).
1.
For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.E.). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “ Committee ”) intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, as applicable, imposed under any state tax law similar to Section 409A of the Code.
2.
Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:
Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to the Company in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the average level of services that you provided to the Company in the preceding 36 months (or shorter period of service if, for example, your total service with the Company is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies long-term disability benefits will be ignored.
3.
Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code) no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code shall be distributed until the first day of the seventh month after your termination of employment and any such distributions to

8

which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.
4.
Nothing in this Section III.H. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law.
IV.
CHANGE IN CONTROL PROVISIONS
A.
Upon the occurrence of a “Change in Control”, as defined in the Plan, the Award will continue to vest in accordance with the vesting schedule specified in Section II.B.2. and subject to earlier vesting or forfeiture pursuant to Section III., provided that the Award will become fully vested at your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in Section V.C.), during the 24-month period following such Change in Control and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section IV.B. Notwithstanding the foregoing, if the Award is not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Award will fully vest immediately prior to the Change in Control and will be distributed as described in Section II.B.4.
B.
As a condition to vesting of any unvested portion of the Award, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, if applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.
V.
DEFINITIONS
As used in these Terms and Conditions:
A.
“Cause” shall mean:
1.
willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;
2.
willful violation of any written Company policies including but not limited to, the Marsh & McLennan Companies code of business conduct and ethics;
3.
commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

9

4.
unlawful use (including being under the influence) or possession of illegal drugs;
5.
any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or
6.
any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.
B.
“Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates.
C.
“Good Reason” shall mean any one of the following events without your written consent:
1.
material reduction in your base salary;
2.
material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);
3.
material diminution of your duties, responsibilities or authority; or
4.
relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control;
provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.
D.
“Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
E.
“Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation).

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F.
Additional Definitions.
The terms below are defined on the following pages:
Award
 
3

Award Documentation
 
3

Change in Control
 
9

Committee
 
8

Common Stock
 
3

Country-Specific Notices
 
3

Dividend Equivalent
 
4

Employing Company
 
6

Grant Documentation
 
3

Marsh & McLennan Companies
 
3

Plan
 
3

Restrictive Covenants Agreement
 
3

Scheduled Vesting Date
 
4

Stock Unit
 
4

Terms and Conditions
 
3


VI.
ADDITIONAL PROVISIONS
A.
Additional Provisions—General
1.
Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation and Grant Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.
2.
Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.
3.
Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of

11

the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.
4.
Cancellation or Clawback of Awards .
a.
Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation or Grant Documentation, cancel, reduce or require reimbursement of the Award.
b.
If (i) Section III.E.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.D. and such termination of employment occurs within 60 days following a Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on such Scheduled Vesting Date pursuant to Section II.B.4. and (iv) the date of your termination of employment as determined pursuant to Section III.E.2. is before the Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following such Scheduled Vesting Date.
c.
If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.
5.
Governing Law; Choice of Forum . The Award and the Award Documentation applicable to the Award are governed by, and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings brought to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Award or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
6.
Severability; Captions . In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest

12

extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect.
7.
Electronic Delivery and Acceptance . Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies.
8.
Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you.
B.
Additional Provisions—Outside of the United States
1.
Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award.
2.
Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

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VII.
QUESTIONS AND ADDITIONAL INFORMATION
Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or Grant Documentation or if you would like an account statement detailing the number of shares of Common Stock covered by the Award and the vesting date(s) of the Award, or any other information, please contact:
 
Global & Executive Compensation
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036‑2774
United States of America
Telephone Number: +1 212 345-9722
Facsimile Number: +1 212 948-8481
Email: mmc.compensation@mmc.com

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IN WITNESS WHEREOF, Marsh & McLennan Companies has caused these Terms & Conditions to be duly executed by the facsimile signature of its Senior Vice President, Chief Human Resources Officer as of the day and year first above written. By consenting to these Terms and Conditions, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described herein and in the Award Documentation; and (ii) you understand and agree that these Terms & Conditions and the Award Documentation constitute the entire understanding between you and Marsh & McLennan Companies regarding the Award, and that any prior agreements, commitments or negotiations concerning the Award are replaced and superseded. The grant of the Award is contingent upon your acceptance of these Terms and Conditions, Country-Specific Notices (if applicable) and Restrictive Covenants Agreement (if applicable) by the date and in the manner specified in materials provided to you by Global & Executive Compensation. If you decline the Award or you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified, the Award will be cancelled as of the grant date of the Award.    



/s/ Laurie Ledford            
Laurie Ledford
SVP, Chief Human Resources Officer


15
                                        




            

Exhibit 10.3
January 3, 2012



Julio A. Portalatin
[Address]
[City, State Zip Code]


Subject:    Offer of Employment

Dear Julio:

We are pleased to confirm our offer of employment to join Mercer, Inc. (“ Mercer ”) as its President and Chief Executive Officer. This position currently reports to the Group President and Chief Operating Officer of Marsh & McLennan Companies, Inc. ( “Marsh & McLennan Companies”, and together with its subsidiaries and affiliates, the “Company”) . As President and Chief Executive Officer of Mercer, you will be an executive officer of the Company as of your start date, and the Marsh & McLennan Companies Board of Directors will ratify your status as an officer of the Company at its first meeting following your start date. This position is located in New York, NY. As we have discussed, your start date is expected to be on or around February 1, 2012.

1.
Duties and Responsibilities

You will devote all of your attention and time during working hours to the affairs and business of Mercer and the Company and use your best efforts to perform such duties and responsibilities as shall be reasonably assigned to you and are consistent with your position. In addition, you agree to serve, without additional compensation, as an officer and director for any member of the Affiliated Group. For purposes of this letter agreement, the term “ Affiliated Group ” means Marsh & McLennan Companies and any corporation, partnership, joint venture, limited liability company, or other entity in which Marsh & McLennan Companies has a 10% or greater direct or indirect interest. You may not serve on corporate, civic or charitable boards or committees without the prior written consent of Marsh & McLennan Companies.
    
2.
Compensation and Benefits

Your compensation and benefits will be as set forth below and in Exhibit A.

a.
Annual Base Salary : You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the Company’s payroll procedures in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for sick days, personal days, and other time off. Your compensation will be considered for adjustment in succeeding years as part of the Company’s normal performance management process.



    





January 3, 2012
Julio A. Portalatin
Page 2

b.
Vacation : You will be entitled to 5 weeks of vacation annually, prorated in your first year, in accordance with our Company policy.

c.
Annual Bonus : You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “ Release ”) and such Release has become irrevocable as provided therein (the “ Release Date ”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date.

As used in this letter agreement, “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months .

d.
Annual Long-Term Incentive Compensation : You are eligible to participate in Marsh & McLennan Companies’ long-term incentive program with a target long-term incentive compensation award as set forth on Exhibit A. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the Compensation Committee of the Marsh & McLennan Companies Board of Directors (“ Compensation Committee ”) as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or any successor plan under which the long-term incentive award
is granted). In accordance with Company practice, you may be required to enter into a “Restrictive Covenants Agreement” in connection with the grant.

e.
Cash Make-up Award : You will receive a cash make-up award as set forth herein and on Exhibit A. The cash make-up award is subject to your providing the Company with documentation in respect of the forfeiture of compensation from your former employer in an amount at least equal to the value of the make-up award under this Section 2(e). You agree to provide the Company with a copy of any written termination agreement between you and your former employer and to use reasonable efforts, consistent with your






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Julio A. Portalatin
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employment with the Company, to cause your former employer to pay or distribute compensation subject to the make-up award under this Section 2(e). If, within your first year of employment, you voluntarily terminate your employment with the Company or your employment is terminated for cause (as defined in the Senior Executive Severance Plan (as defined below) which is in effect at the time of your termination), the net amount of the cash bonus already paid to you will become immediately payable by you to the Company.
 
f.
Deferred Stock Unit Sign-on Award : No later than at the next regularly scheduled meeting of the Compensation Committee after you join the Company, you will be recommended for an award of deferred stock units (“DSU") as set forth on Exhibit A. Once approved, awards are granted on the first calendar day of the month following your start date (or the first calendar day of the month following the approval, if later). Your award will be converted from the dollar value of the grant into DSUs based upon the average of the high and low sales prices of a share of Marsh & McLennan Companies common stock on the New York Stock Exchange one trading day prior to the effective date of the grant. The DSUs will vest on 15 th of the month in which the third anniversary of the grant date occurs, subject to your continued employment, and will be subject to standard terms and conditions approved by the Compensation Committee as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or any successor plan under which the award is granted). In accordance with Company practice, you will be required to enter into a “Restrictive Covenants Agreement” in connection with the grant. You will receive additional information regarding these DSUs, including the terms and conditions of the award, shortly after the award is granted.

g.
Benefit Programs : You and your eligible family members will have the opportunity to participate in the employee benefit plans, policies and programs provided by the Company on such terms and conditions as are generally provided to similarly situated employees of the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and
programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time. We advise you to visit our benefits website (www.mmcpeoplelink.com) for a review of our benefit programs. Additional material regarding these programs will be available at your Company information session, the details of which will be sent to you under separate cover.

3.
Termination of Employment

a.
You will be designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “ Senior Executive Severance Plan ”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern






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the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that the reason for your termination of employment entitles you to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid.

Upon the termination of your employment for any reason, you shall immediately resign, as of your date of termination, from all positions that you then hold with any member of the Affiliated Group. You hereby agree to execute any and all documentation to effectuate such resignations upon request by the Company, but you shall be treated for all purposes as having so resigned upon your date of termination, regardless of when or whether you execute any such documentation.

During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “ Proceeding ”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if you are asked to participate in any Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a taxable reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred.

4 . Restrictive Covenants

You have advised us that you have not entered into any employment, non-competition, non-poaching of employees, non-solicitation of employees or business (clients or prospects) or non-acceptance or non-servicing of business (clients or prospects) agreement with any former or current employer or any other agreement that may in any way restrict your ability to accept and perform the position offered to you (a " Restrictive Agreement "). As a condition of accepting our offer of employment, you represent that:







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(i) you are not a party to any Restrictive Agreement; and
(ii) you will not directly or indirectly , retain, take, share, disseminate, disclose or utilize, any information, documents or other materials, in any form (electronic or paper), from any current or former employer.

Please acknowledge your understanding and acceptance of these representations and conditions of your employment by separately initialing and dating this Section here
_ /s/ JAP _____.

5. “At-Will Employment”

Nothing stated in this letter agreement nor in any of our prior conversations constitutes, or may be construed as, a commitment to, or contract of or for, employment for any specific duration. Your employment with the Company will be “at-will,” which means that you may leave the Company, or the Company may require you to leave its employ, for any reason, or no reason, at any time, except as otherwise provided by law. This at-will relationship will remain in effect throughout your employment with the Company and any of its successors, affiliates or related entities. Your at-will status may only be modified by a specific, express, written employment contract which is signed by you and an authorized executive of the Company.

6. Code of Conduct & Ethics

As a condition of our offer of employment, as well as your continued employment by the Company, you must read, understand and abide by all applicable Marsh & McLennan Companies, Inc. compliance policies found on the Marsh & McLennan Companies’ compliance website (www.compliance.mmc.com), as updated from time to time, including but not limited to The Marsh & McLennan Companies Code of Conduct, The Greater Good .  You must complete any required online compliance training for your position within 30 days of your start date or within 30 days after it becomes available. In addition, you understand that you must complete any and all additional compliance training that the Company determines is appropriate for your position during the course of your employment.

7. Credentialing

The Company supports continuing professional education. If you hold a professional license or certification, you acknowledge that you understand the obligations and the specific code of professional ethics associated with this license or certificate and agree to perform your duties in accordance with these standards. In addition, you acknowledge your responsibility to maintain any job-related licenses or certificates in accordance with the requirements issued by the applicable regulatory body or bodies. The Company agrees to reimburse you for the fees you incur during your employment with the Company in maintaining such licenses or certificates applicable to your position. You must submit your fees within 60 days after the date






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Julio A. Portalatin
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they are incurred. The Company will generally reimburse such fees within 60 days of the date they are submitted, but in no event will they be reimbursed later than December 31st of the year following the year in which the fee was incurred.

8. Pre-employment Requirements
Please note that this letter agreement and your continued employment by the Company are contingent upon the satisfactory completion of reference and background checks and the submission of proper authorization to work in the United States. Please also be aware that once you advise us that you have resigned from your current position, current employer information will be verified as part of this process. You will not be able to begin work until we have satisfactorily completed these pre-employment requirements. An application for employment and a Fair Credit Reporting Act Disclosure and Authorization Statement are enclosed and must be returned to Orlando Ashford at 1166 Avenue of the Americas, New York, NY 10036.

9. Miscellaneous

a.     Notices . Notices given pursuant to this letter agreement shall be in writing and shall be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) telecopy, (iii) registered or certified mail, return receipt requested, postage prepaid, or (iv) such other method of delivery as provides a written confirmation of delivery. Notice to the Company shall be directed to:

Peter J. Beshar
Executive Vice President & General Counsel
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036

Notices to or with respect to you will be directed to you, or in the event of your death, your executors, personal representatives or distributees, at your home address as set forth in the records of the Company.
b.     Assignment of this Agreement . This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Marsh & McLennan Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Marsh & McLennan Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of Mercer or the Company, as applicable. If and to the extent that this letter agreement is so






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Julio A. Portalatin
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assigned, references to “Mercer” or the “Company” throughout this letter agreement shall mean Mercer or the Company as hereinbefore defined and any successor to its business and/or assets as applicable.

c. Merger of Terms . This letter agreement supersedes all prior discussions and agreements between you and the Company or any member of the Affiliated Group with respect to the subject matters covered herein.

d. Indemnification . The Company shall indemnify you to the extent permitted by its bylaws with respect to the work you have performed for, or at the request of, the Company or any member of the Affiliated Group (as such term is defined in Section 1 above) during the term of this letter agreement.

e. Governing Law; Amendments . This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Marsh & McLennan Companies.

f. Choice of Forum . The Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

g. Severability; Captions . In the event that any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this letter agreement will be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. The captions in this letter agreement are not part of the provisions of this letter agreement and will have no force or effect.

h. Section 409A . The provisions of this paragraph will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this paragraph, to the extent that any regulations or other guidance issued under Section 409A would result in your being subject to payment of taxes, interest or penalties under Section 409A, you and the Company agree to use our best efforts to amend this letter agreement in order to avoid or limit






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Julio A. Portalatin
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the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This paragraph does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement.

Furthermore and notwithstanding any provision of this letter agreement to the contrary, to the extent necessary to avoid the imposition of taxes, interest and penalties on you under Section 409A, if at the time of the termination of your employment you are a “specified employee” (as defined in Section 409A), you will not be entitled to any payments upon termination of employment until the first day of the seventh month after the termination of employment and any such payments to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment.

i. Withholding Requirements. All amounts paid or provided to you under this letter agreement shall be subject to any applicable income, payroll or other tax withholding requirements.

j. Other Required Agreements . The effectiveness of this letter agreement is conditioned on your execution of the enclosed Confidentiality Agreement and Non-Competition and Non-Solicitation Agreement. You agree that the benefits provided in this letter agreement, as well as your continued employment, constitute sufficient consideration for your execution of the Confidentiality Agreement and Non-Competition and Non-Solicitation Agreement.

On your first day, please report to, Orlando Ashford, Chief Human Resources and Communications Officer, at 1166 Avenue of the Americas, 44 th Floor at 9 a.m. Please provide him with any necessary documents as described below, including a copy of a recent pay stub to verify your previous salary.

Please acknowledge your agreement with the terms of this letter agreement by signing and dating the enclosed copy and returning it to me on or before January 9, 2012, along with your completed employment application (if not already submitted), your completed Fair Credit Reporting Act Disclosure and Authorization Statement, your signed Confidentiality Agreement and your signed Non-Competition and Non-Solicitation Agreement, in the enclosed self-addressed envelope.









January 3, 2012
Julio A. Portalatin
Page 9

Sincerely,


/s/ Daniel S. Glaser                
Daniel S. Glaser
Group President and Chief Operating Officer
Marsh & McLennan Companies, Inc.



Accepted and Agreed:


/s/ Julio A. Portalatin        
(Signature)    


                
(Date)







January 3, 2012
Julio A. Portalatin
Page 10
Exhibit A


 
Annual Base Salary
$850,000
Annual Target Bonus Opportunity
Bonus awards are discretionary. Anticipated target bonus of $1,500,000 commencing with the 2012 performance year (awarded in 2013). Actual bonus may range from 0% - 200% of target, based on achievement of performance objectives related to your performance, Mercer’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time. Notwithstanding the foregoing, the actual bonus for the 2012 performance year will be no less than $1,500,000.
Annual Target Long-Term Incentive Opportunity
Except as provided in this paragraph, long-term incentive awards are discretionary. Anticipated target grant-date value of $1,750,000. Notwithstanding the foregoing, the grant-date value of each award made in 2012 and 2013 will be no less than $1,750,000.

Cash Make-Up Award
Cash make-up award of $1,700,000. This cash award will vest and be paid to you as follows: one-half of the award within 30 days following your start date and one-half of the award on the first anniversary of your start date; provided that you remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of each payment.

Deferred Stock Unit Sign-on Award
Deferred Stock Units (DSUs) with a grant date value of $500,000.





        

Exhibit 10.4
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
        
AGREEMENT, dated as of February 1, 2012, between Mercer Inc. and/or subsidiaries thereof (the “Employer”), the parents and affiliates of which comprise Marsh & McLennan Companies, Inc. (the “Company”), and Julio A. Portalatin, an employee of the Employer (the “Exective”).

R E C I T A L S :

This Agreement is entered into in consideration of the (a) Executive’s employment by the Employer in a senior executive position, (b) Executive’s eligibility for certain bonus compensation of Employer, and (c) Executive’s access to confidential information and trade secrets belonging to Employer.

NOW, THEREFORE, the Employer and the Executive hereby agree to be bound by this Non-Competition and Non-Solicitation Agreement, as follows:

1. Confidential Information and Trade Secrets

(a) Executive understands and acknowledges that as an executive of the Company, Executive will learn or have access to, or may assist in the development of, highly confidential and sensitive information and trade secrets about the Company, its operations and its clients, and that providing its clients with appropriate assurances that their confidences will be protected is crucial to the Company’s ability to obtain clients, maintain good client relations, and conform to contractual obligations. Such Confidential Information and Trade Secrets include but are not limited to: (i) financial and business information relating to the Company, such as information with respect to costs, commissions, fees, profits, sales, markets, mailing lists, strategies and plans for future business, new business, product or other development, potential acquisitions or divestitures, and new marketing ideas; (ii) product and technical information relating to the Company, such as product formulations, new and innovative product ideas, methods, procedures, devices, machines, equipment, data processing programs, software, software codes, computer models, and research and development projects; (iii) client information, such as the identity of the Company’s clients, the names of representatives of the Company’s clients responsible for entering into contracts with the Company, the amounts paid by such clients to the Company, specific client needs and requirements, specific client risk characteristics, policy expiration dates, policy terms and conditions, information regarding the markets or sources with which insurance is placed, and leads and referrals to prospective clients; (iv) personnel information, such as the identity and number of the Company’s other employees, their salaries, bonuses, benefits, skills, qualifications, and abilities; (v) any and all information in whatever form relating to any client or prospective client of the Company, including but not limited to, its business, employees, operations, systems, assets, liabilities, finances, products, and marketing, selling and operating




Page 2

practices; (vi) any information not included in (i) or (ii) above which Executive knows or should know is subject to a restriction on disclosure or which Executive knows or should know is considered by the Company or the Company's clients or prospective clients to be confidential, sensitive, proprietary or a trade secret or is not readily available to the public; and (vii) intellectual property, including inventions and copyrightable works. Confidential Information and Trade Secrets are not generally known or available to the general public, but have been developed, compiled or acquired by the Company at its great effort and expense. Confidential Information and Trade Secrets can be in any form: oral, written or machine readable, including electronic files.

(b) Executive acknowledges and agrees that the Company is engaged in a highly competitive business and that its competitive position depends upon its ability to maintain the confidentiality of the Confidential Information and Trade Secrets which were developed, compiled and acquired by the Company at its great effort and expense. Executive further acknowledges and agrees that any disclosing, divulging, revealing, or using of any of the Confidential Information and Trade Secrets, other than in connection with the Company’s business or as specifically authorized by the Company, will be highly detrimental to the Company and cause it to suffer serious loss of business and pecuniary damage.

(c) At all times prior to and following the Executive’s termination of employment, the Executive shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or any subsidiary, including such trade secret or proprietary or confidential information of any customer or client or other entity to which the Company or any subsidiary owes an obligation not to disclose such information, which the Executive acquires during the Executive’s employment with the Company or any subsidiary, including but not limited to records kept in the ordinary course of business except: (i) as such disclosure or use may be required or appropriate in connection with the Executive’s work as an employee of the Company or any subsidiary; (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or any subsidiary or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information; or (iii) as to such confidential information that becomes generally known to the public or trade without the Executive’s violation of this Agreement.

(d) Immediately upon the termination of employment with the Company for any reason, or at any time the Company so requests, Executive will return to the Company: (i) any originals and all copies of all files, notes, documents, slides (including transparencies), computer disks, printouts, reports, lists of the Company’s clients or leads or referrals to prospective clients, and other media or property in Executive’s possession or control which contain or pertain to Confidential Information or Trade Secrets; and (ii) all property of the Company, including but not limited to supplies, keys, access devices, books, identification cards, computers, telephones and other equipment. Executive agrees that




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upon completion of the obligations set forth in this subparagraph and if requested by the Company, Executive will execute a statement in a form provided by the Company declaring that he or she has retained no property of the Company or materials containing Confidential Information nor has he or she supplied the same to any person, except as required to carry out his or her duties as an executive of the Company.

2. Non-Competition

(a)    Executive acknowledges and agrees that the Company is engaged in a highly competitive business and that by virtue of Executive’s position and responsibilities with the Company and Executive’s access to the Confidential Information and Trade Secrets, engaging in any business which is directly competitive with the Company will cause it great and irreparable harm.

(b)    Accordingly, both during the Executive’s employment with the Company or any subsidiary and during the twelve (12) month period following the cessation of the Executive’s employment with the Company or any subsidiary, whether voluntarily or involuntarily and for any reason, the Executive shall not, without the express written consent of the Chief Executive Officer of the Company, directly or indirectly own, manage, operate or control, or be employed in a capacity similar to the position(s) held by Executive with the Company by any company or entity engaged in such segment(s) of the Company’s Business for which Executive had responsibility or about which Employee had knowledge of or access to Confidential Information and Trade Secrets while employed by the Company. For purposes of this Agreement, the Company’s “Business” means the provision of insurance brokerage and risk management services, human resources and related financial advice, services and products, and management consulting services of the type provided by the Company and its subsidiaries and affiliates. In recognition of the international nature of the Company’s Business which includes the sale of its products and services globally, this restriction shall apply in all countries throughout the world where the Company does business as of the date of termination of the Executive’s employment with the Company. It is specifically agreed and understood that the Executive’s acceptance of employment with an insurance or reinsurance carrier following termination of Executive’s employment with the Company is not prohibited by this Agreement.

3. Non-Solicitation of Clients

(a) The Executive acknowledges and agrees that solely by reason of employment by the Company, the Executive has and will come into contact with a significant number of the Company’s clients and prospective clients and have access to Confidential Information and Trade Secrets relating thereto, including those regarding the Company’s clients, prospective clients and related information.

(b)    Consequently, during the twelve (12) month period following the cessation of the Executive’s employment with the Company or any subsidiary, whether




Page 4

voluntarily or involuntarily and for any reason, the Executive shall not, without the express written consent of the Chief Executive Officer of the Company, directly or indirectly: (i) solicit clients of the Company for the purpose of selling or providing products or services of the type sold or provided by the Executive while employed by the Company; or (ii) induce clients or prospective clients of the Company to terminate, cancel, not renew, or not place business with the Company; or (iii) perform or supervise the performance of services or provision of products of the type sold or provided by the Executive while he or she was employed by the Company on behalf of any clients or prospective clients of the Company. This restriction shall apply only to those clients or prospective clients of the Company with whom the Executive had contact or about whom the Executive obtained Confidential Information or Trade Secrets during the last two (2) years of his or her employment with the Company. For the purposes of this Section, the term “contact” means interaction between the Executive and the client which takes place to further the business relationship, or making (or assisting or supervising the making of) sales to or performing or providing (or assisting or supervising the performance or provision of) services or products for the client on behalf of the Company. For purposes of this Section 2, the term “contact” with respect to a “prospective” client means interaction between the Executive and a potential client of the Company which takes place to obtain the business of the potential client on behalf of the Company.

4. Non-Solicitation of Employees

The Executive acknowledges and agrees that solely as a result of employment with the Company, and in light of the broad responsibilities of such employment which include working with other employees of the Company, the Executive has and will come into contact with and acquire confidential information and trade secrets regarding the Company’s other employees. Accordingly, during the Executive’s employment with the Company or any subsidiary and during the twelve (12) month period following the cessation of the Executive’s employment with the Company or any subsidiary, whether voluntarily or involuntarily and for any reason, the Executive shall not, without the express written consent of the Chief Executive Officer of the Company the Executive shall not, either on the Executive’s own account or on behalf of any person, company, corporation, or other entity, directly or indirectly, solicit, or endeavor to cause any employee of the Company with whom the Executive, during the last two (2) years of his or her employment with the Company, came into contact for the purpose of soliciting or servicing business or about whom the Employee obtained confidential information to leave employment with the Company.

5. Enforcement

(a)    The Executive acknowledges and agrees that the covenants contained in this Agreement are reasonable and necessary to protect the confidential information and goodwill of the Company and its subsidiaries. The Executive further





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represents that his experience and capabilities are such that the provisions of this Agreement will not prevent him from earning a livelihood.

(b)    The Executive acknowledges and agrees that compliance with the covenants set forth in this Agreement is necessary to protect the Confidential Information and Trade Secrets, business and goodwill of the Company, and that any breach of this Agreement will result in irreparable and continuing harm to the Company, for which money damages may not provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of this Agreement by the Executive, or the Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that the Company shall be entitled to the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and the Executive hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, including attorneys’ fees, incurred by the Company to defend or enforce the provisions of this Agreement.

(c)    In the event the Company is required to enforce any of its rights hereunder through legal proceedings, the parties acknowledge that it may be difficult or impossible to ascertain the precise amount of damages or lost profits incurred by the Company. Therefore, in the event of any breach by Executive of Section 3 of this Agreement, in addition to any other relief available to the Company at law or in equity, Executive agrees that the damages for each client lost in whole or in part by the Company as a result of my breach shall be 200% of the gross commissions and fees received by the Company from such client during the twelve (12) months preceding the cessation of my employment. In arriving at this calculation, Executive agrees that the Company and Executive have considered the following factors: (i) the value of the clients; (ii) the business of the Company; (iii) the type and quality of the clients; (iv) the substantial amount of time, effort and expense incurred by the Company in acquiring, developing and maintaining the clients; (v) the number of years the Company typically retains such clients; (vi) the profitability of renewal business; and (vii) various other factors relating to the relationship between the Company and the clients. Executive further agrees that Executive shall be obligated to reimburse the Company for all reasonable costs, expenses and counsel fees incurred by the Company in connection with the enforcement of its rights hereunder.

(d)    The restrictive periods set forth in this Agreement (including those set forth in Sections 2, 3 and 4 hereof) shall not expire and shall be tolled during any period in which the Executive is in violation of such restrictive periods, and therefore such restrictive periods shall be extended for a periods equal to the durations of the Executive’s violations thereof.




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6. Employment At-Will

The Executive understands that this Agreement does not constitute a contract of employment and does not promise or imply that his or her employment will continue for any period of time. Unless otherwise agreed to under any separate employment contract between the Executive and the Company whether executed prior to this Agreement or at any time hereafter, employment with the Company is “at will” and may be terminated either by the Executive or the Company at any time, with or without cause, and with or without notice.

7. Miscellaneous

(g)     Governing Law; Choice of Forum. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws provisions. The parties being desirous of having any disputes resolved in a forum having a substantial body of law and experience with the matters contained herein, the parties agree that any action or proceeding with respect to this Agreement and Executive’s employment shall be brought exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, and the parties agree to the personal jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the said court(s), and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. Executive recognizes that, should any dispute or controversy arising from or relating to this agreement be submitted for adjudication to any court, arbitration panel or other third party, the preservation of the secrecy of confidential information or trade secrets may be jeopardized. Consequently, Executive agrees that all issues of fact shall be severed for trial without a jury.

(h)     Severability. The parties agree they have attempted to limit the scope of the post-employment restrictions contained herein to the extent necessary to protect Confidential Information and Trade Secrets, client relationships and goodwill. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under applicable laws and public policies. Accordingly, if any particular portion of this Agreement shall be adjudicated to be invalid or unenforceable, this Agreement shall be deemed amended to delete therefrom such invalid portion, and reformed to the extent valid and enforceable. Such deletion and reformation shall apply only with respect to the operation of this Agreement in the particular jurisdiction in which such adjudication is made.

(i)     Modification. No modification of this Agreement shall be valid unless made in a writing signed by both parties hereto, wherein specific reference is made to this Agreement.





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(j)     Non-Waiver . The failure of either the Company or the Executive, whether purposeful or otherwise, to exercise in any instance any right, power, or privilege under this Agreement or under law shall not constitute a waiver of the same or any other right, power, or privilege in any other instance. Any waiver by the Company or by the Executive must be in writing and signed by either the Executive, if the Executive is seeking to waive any of his or her rights under this Agreement, or by the Chief Executive Officer of the Company, if the Company is seeking to waive any of its rights under this Agreement.

(k)     Binding Effect . This Agreement shall be binding upon the Executive, the Executive’s heirs, executors and administrators, and upon the Company, and its successors and assigns, and shall inure to the benefit of the Company, and its successors and assigns. This Agreement may not be assigned by the Executive. This Agreement may be enforced by the Company’s successors and assigns

(l)     Other Agreements Survive . The obligations of the Executive under this Agreement shall be independent of, and unaffected by, and shall not affect, other agreements, if any, binding the Executive which apply to the Executive’s business activities during and/or subsequent to the Executive’s employment by the Company. The obligations under this Agreement also shall survive any changes made in the future to the employment terms of Executive, including but not limited to changes in salary, benefits, bonus plans, job title and job responsibilities.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first hereinabove set forth.




/s/ Daniel S. Glaser                           /s/ Julio A. Portalatin    
Mercer Inc.                            Julio A. Portalatin        




Exhibit 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries
Ratio of Earnings to Fixed Charges
(In millions, except ratios)
 
Three Months Ended
March 31, 2013
Years Ended December 31,
 
(Unaudited)
 
2012
 
2011
 
2010
 
2009
 
2008
Earnings
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
$
588

 
$
1,696

 
$
1,404

 
$
769

 
$
552

 
$
494

Interest expense
44

 
181

 
199

 
233

 
241

 
220

Portion of rents representative of the interest factor
34

 
139

 
143

 
140

 
132

 
145

 
$
666

 
$
2,016

 
$
1,746

 
$
1,142

 
$
925

 
$
859

Fixed Charges
 
 
 
 
 
 
 
 
 
 
 
Interest expense
$
44

 
$
181

 
$
199

 
$
233

 
$
241

 
$
220

Portion of rents representative of the interest factor
34

 
139

 
143

 
140

 
132

 
145

 
$
78

 
$
320

 
$
342

 
$
373

 
$
373

 
$
365

Ratio of Earnings to Fixed Charges
8.5

 
6.3

 
5.1

 
3.1

 
2.5

 
2.4







Exhibit 31.1
CERTIFICATIONS
I, Daniel S. Glaser, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:
May 8, 2013
 
/s/ Daniel S. Glaser
 
 
 
Daniel S. Glaser
 
 
 
President and Chief Executive Officer






Exhibit 31.2
CERTIFICATIONS
I, J. Michael Bischoff, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:
May 8, 2013
 
/s/ J. Michael Bischoff
 
 
 
J. Michael Bischoff
 
 
 
Chief Financial Officer






Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer
The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 of Marsh & McLennan Companies, Inc. (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Daniel S. Glaser, the President and Chief Executive Officer, and J. Michael Bischoff, Chief Financial Officer, of Marsh & McLennan Companies, Inc. each certifies that, to the best of his knowledge:
1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Marsh & McLennan Companies, Inc.


Date:
May 8, 2013
 
/s/ Brian Duperreault
 
 
 
Daniel S. Glaser
 
 
 
President and Chief Executive Officer

Date:
May 8, 2013
 
/s/ J. Michael Bischoff
 
 
 
J. Michael Bischoff
 
 
 
Chief Financial Officer