MARSH & MCLENNAN COMPANIES, INC. (Form: 10-Q, Received: 05/08/2014 16:05:09)

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, 2014

_____________________________________________

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, 2014 , there were outstanding 549,601,256 shares of common stock, par value $1.00 per share, of the registrant.

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; the impact of competition; pension obligations; the impact of foreign currency exchange rates; our effective tax rates; 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;


•	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 ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information or data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs and/or the improper disclosure of confidential information or data;

•

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 in the domestic and international jurisdictions in which we operate, including evolving sanctions against Russia and existing trade sanctions laws relating to countries such as Cuba, Iran, Sudan and Syria, 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 make acquisitions and dispositions and to integrate, and realize expected synergies, savings or benefits from, the businesses we acquire;


•	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 on our net income caused by fluctuations in foreign currency exchange rates;


•	our ability to successfully recover should we experience a disaster or other business continuity problem, such as an earthquake, hurricane, flood, terrorist attack, pandemic, security breach, cyber attack, power loss, telecommunications failure or other natural or man-made disaster;


•	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 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;


•	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.

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		4

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	4

	CONSOLIDATED STATEMENTS OF INCOME	4

	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5

	CONSOLIDATED BALANCE SHEETS	6

	CONSOLIDATED BALANCE SHEETS (Continued)	7

	CONSOLIDATED STATEMENTS OF CASH FLOWS	8

	CONSOLIDATED STATEMENTS OF EQUITY	9

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	10

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS	29
	OF OPERATIONS
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38

ITEM 4.	CONTROLS & PROCEDURES	39

PART II. OTHER INFORMATION		40

ITEM 1.	LEGAL PROCEEDINGS	40

ITEM 1A.	RISK FACTORS	40

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	40

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	41

ITEM 4.	MINE SAFETY DISCLOSURE	41

ITEM 5.	OTHER INFORMATION	41

ITEM 6.	EXHIBITS	41

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)	2014			2013
Revenue	$	3,264		$	3,126
Expense:
Compensation and benefits	1,839			1,803
Other operating expenses	752			716
Operating expenses	2,591			2,519
Operating income	673			607
Interest income	5			4
Interest expense	(42		)	(44		)
Investment income	13			21
Income before income taxes	649			588
Income tax expense	192			176
Income from continuing operations	457			412
Discontinued operations, net of tax	(1		)	12
Net income before non-controlling interests	456			424
Less: Net income attributable to non-controlling interests	13			11
Net income attributable to the Company	$	443		$	413
Basic net income per share – Continuing operations	$	0.81		$	0.73
– Net income attributable to the Company	$	0.81		$	0.75
Diluted net income per share – Continuing operations	$	0.80		$	0.72
– Net income attributable to the Company	$	0.80		$	0.74
Average number of shares outstanding – Basic	548			548
– Diluted	556			557
Shares outstanding at March 31	549			550

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended March 31,
(In millions)	2014			2013
Net income before non-controlling interests	$	456		$	424
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	71			(260		)
Unrealized investment loss	—			—
Gain (loss) related to pension/post-retirement plans	(199		)	252
Other comprehensive loss, before tax	(128		)	(8		)
Income tax expense (benefit) on other comprehensive income	(41		)	64
Other comprehensive loss, net of tax	(87		)	(72		)
Comprehensive income	369			352
Less: comprehensive income attributable to non-controlling interest	13			11
Comprehensive income attributable to the Company	$	356		$	341

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)



(In millions, except per share figures)	March 31, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	1,380		$	2,303
Receivables
Commissions and fees	3,209			3,065
Advanced premiums and claims	55			61
Other	300			282
	3,564			3,408
Less-allowance for doubtful accounts and cancellations	(102		)	(98		)
Net receivables	3,462			3,310
Current deferred tax assets	484			482
Other current assets	237			205
Total current assets	5,563			6,300
Goodwill and intangible assets	7,799			7,365
Fixed assets (net of accumulated depreciation and amortization of $1,616 at March 31, 2014 and $1,597 at December 31, 2013)	825			828
Pension related assets	889			979
Deferred tax assets	564			626
Other assets	937			882
	$	16,577		$	16,980

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)



(In millions, except per share figures)	March 31, 2014			December 31, 2013
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	432		$	334
Accounts payable and accrued liabilities	1,895			1,861
Accrued compensation and employee benefits	701			1,466
Accrued income taxes	176			148
Dividends payable	139			—
Total current liabilities	3,343			3,809
Fiduciary liabilities	4,814			4,234
Less – cash and investments held in a fiduciary capacity	(4,814		)	(4,234		)
	—			—
Long-term debt	2,619			2,621
Pension, post-retirement and post-employment benefits	1,135			1,150
Liabilities for errors and omissions	354			373
Other liabilities	1,083			1,052
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, 2014
and December 31, 2013	561			561
Additional paid-in capital	909			1,028
Retained earnings	9,620			9,452
Accumulated other comprehensive loss	(2,708		)	(2,621		)
Non-controlling interests	82			70
	8,464			8,490
Less – treasury shares, at cost, 11,358,687 shares at March 31, 2014
and 13,882,204 shares at December 31, 2013	(421		)	(515		)
Total equity	8,043			7,975
	$	16,577		$	16,980

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



For the Three Months Ended March 31,
(In millions)	2014			2013
Operating cash flows:
Net income before non-controlling interests	$	456		$	424
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization of fixed assets and capitalized software	75			69
Amortization of intangible assets	22			18
Adjustments to acquisition related contingent consideration liability	(6		)	1
Provision for deferred income taxes	59			51
Gain on investments	(13		)	(21		)
Loss on disposition of assets	1			2
Share based compensation expense	33			42
Changes in assets and liabilities:
Net receivables	(150		)	(120		)
Other current assets	(35		)	(54		)
Other assets	33			(14		)
Accounts payable and accrued liabilities	47			53
Accrued compensation and employee benefits	(764		)	(727		)
Accrued income taxes	28			39
Contributions to pension and other benefit plans in excess of current year expense/credit	(93		)	(350		)
Other liabilities	(85		)	(42		)
Effect of exchange rate changes	12			36
Net cash used for operations	(380		)	(593		)
Financing cash flows:
Purchase of treasury shares	(100		)	(100		)
Net increase in commercial paper	100			—
Proceeds from debt	—			50
Repayments of debt	(3		)	(252		)
Shares withheld for taxes on vested units – treasury shares	(49		)	(65		)
Issuance of common stock from treasury shares	92			135
Payments of contingent consideration for acquisitions	(20		)	(3		)
Distributions of non-controlling interests	(1		)	(2		)
Dividends paid	(137		)	(127		)
Net cash used for financing activities	(118		)	(364		)
Investing cash flows:
Capital expenditures	(99		)	(88		)
Net sales of long-term investments	—			92
Proceeds from sales of fixed assets	1			1
Dispositions	—			3
Acquisitions	(319		)	(1		)
Other, net	1			1
Net cash (used for) provided by investing activities	(416		)	8
Effect of exchange rate changes on cash and cash equivalents	(9		)	(89		)
Decrease in cash and cash equivalents	(923		)	(1,038		)
Cash and cash equivalents at beginning of period	2,303			2,301
Cash and cash equivalents at end of period	$	1,380		$	1,263

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)



For the Three Months Ended March 31,
(In millions, except per share figures)	2014			2013
COMMON STOCK
Balance, beginning and end of period	$	561		$	561
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year	$	1,028		$	1,107
Change in accrued stock compensation costs	(59		)	(89		)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact	(60		)	(25		)
Balance, end of period	$	909		$	993
RETAINED EARNINGS
Balance, beginning of year	$	9,452		$	8,628
Net income attributable to the Company	443			413
Dividend equivalents declared - (per share amounts: $0.50 in 2014 and $0.46 in 2013)	(1		)	(3		)
Dividends declared – (per share amounts: $0.50 in 2014 and $0.46 in 2013)	(274		)	(252		)
Balance, end of period	$	9,620		$	8,786
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year	$	(2,621	)	$	(3,307	)
Other comprehensive loss, net of tax	(87		)	(72		)
Balance, end of period	$	(2,708	)	$	(3,379	)
TREASURY SHARES
Balance, beginning of year	$	(515	)	$	(447	)
Issuance of shares under stock compensation plans and employee stock purchase plans	194			226
Purchase of treasury shares	(100		)	(100		)
Balance, end of period	$	(421	)	$	(321	)
NON-CONTROLLING INTERESTS
Balance, beginning of year	$	70		$	64
Net income attributable to non-controlling interests	13			11
Other changes	(1		)	(2		)
Balance, end of period	$	82		$	73
TOTAL EQUITY	$	8,043		$	6,713

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

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 activities 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 health, retirement, talent 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.

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. While 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, the Company believes that the information and disclosures presented are adequate to make such information and disclosures 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, 2013 (the “ 2013 10-K”).

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 consolidated financial statements as of and for the three -month periods ended March 31, 2014 and 2013 .

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 $190 million related to regulatory requirements outside the U.S. or as collateral under captive insurance arrangements.

Investment Income

The caption “Investment 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 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 the Trident funds. The Company’s investments may include direct investments in insurance or consulting companies and investments in private equity funds. Trident II fully harvested all its portfolio investments and made final distributions to its partners during the fourth quarter of 2013. As of the end of 2013, the Company recognized all the performance fees related to its general partnership interest in Trident II. The Company recorded gains on its investment in Trident II of $20 million , including $15 million of deferred performance fees, for the three months ended March 31, 2013 . Investment income for the three months ended March 31, 2014 includes performance fees of $7 million from Trident III which had been deferred, and that are no longer subject to claw-back, and also includes approximately $6 million of mark-to-market gains in the Company's private equity investments. At March 31, 2014 , the Company had deferred performance fees of approximately $35 million related to Trident III. Recognition of these deferred performance fees will only occur as investments are harvested and the performance fees are no longer subject to claw-back. Timing of this is unknown and is not controlled by the Company.

Income Taxes

The Company's effective tax rate in the first quarter of 2014 was 29.5% . 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 2013 was 29.9% .

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

$ 128 million at December 31, 2013 to $117 million at March 31, 2014 . It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $ 27 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

Reclassifications

In the first quarter of 2014, the Company enhanced its operating cash flow presentation within the statement of cash flows to show on single lines the impact of pension and other benefit plan contributions in excess of the related expenses, and the non-cash impact of equity share awards. Previously, the cash flow impact of those items was presented as part of changes in other assets and other liabilities, and changes in other liabilities, respectively. The prior year’s presentation was conformed to the current presentation for the following line items within operating cash flows:


•	Share based compensation expense


•	Changes in other assets


•	Contributions to pension and other benefit plans in excess of current year expense/credit


•	Changes in other liabilities

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 $6 million and $ 8 million for the three -month periods ended March 31, 2014 and 2013 , respectively. The Consulting segment recorded fiduciary interest income of $1 million in each of the the three -month periods ended March 31, 2014 and 2013 . 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 $8.7 billion at March 31, 2014 and $8.2 billion at December 31, 2013 . 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

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. Reconciliations 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 are 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)	2014		2013
Net income from continuing operations	$	457	$	412
Less: Net income attributable to non-controlling interests	13		11
	$	444	$	401
Basic weighted average common shares outstanding	548		548
Dilutive effect of potentially issuable common shares	8		9
Diluted weighted average common shares outstanding	556		557
Average stock price used to calculate common stock equivalents	$	47.84	$	36.21

There were 21.6 million and 28.9 million stock options outstanding as of March 31, 2014 and 2013 , respectively.

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, 2014 and 2013 .



(In millions of dollars)	2014			2013
Assets acquired, excluding cash	$	464		$	—
Liabilities assumed	(38		)	—
Contingent/deferred purchase consideration	(113		)	—
Net cash outflow for current year acquisitions	313			—
Deferred purchase consideration from prior years' acquisitions	6			1
Net cash outflow for acquisitions	$	319		$	1



(In millions of dollars)	2014		2013
Interest paid	$	44	$	59
Income taxes paid	$	120	$	85

The Company had non-cash issuances of common stock of $92 million and $130 million , respectively, for the three months ended March 31, 2014 and 2013 , primarily related to its share-based payment plans. The Company recorded stock-based compensation expense related to equity awards of $26 million and $34 million for the three -month periods ended March 31, 2014 and 2013 , respectively.

6. Other Comprehensive Income (Loss)

The changes in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three -month periods ended March 31, 2014 and 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		Total
Balance as of January 1, 2014	$	5	$	(2,682	)	$	56	$	(2,621	)
Other comprehensive income (loss) before reclassifications	—		(199		)	78		(121		)
Amounts reclassified from accumulated other comprehensive income	—		34			—		34
Net current period other comprehensive income (loss)	—		(165		)	78		(87		)
Balance as of March 31, 2014	$	5	$	(2,847	)	$	134	$	(2,708	)



(In millions of dollars)	Unrealized Investment Gains		Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Adjustments			Total
Balance as of January 1, 2013	$	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		)
Balance as of March 31, 2013	$	4	$	(3,267	)	$	(116	)	$	(3,379	)

The components of other comprehensive income (loss) for the three -month periods ended March 31, 2014 and 2013 are as follows:



Three Months Ended March 31,	2014									2013
(In millions of dollars)	Pre-Tax			Tax			Net of Tax			Pre-Tax			Tax			Net of Tax
Foreign currency translation adjustments	$	71		$	(7	)	$	78		$	(260	)	$	(4	)	$	(256	)
Unrealized investment gains (losses)	—			—			—			—			—			—
Pension/post-retirement plans:
Amortization of losses (gains) included in net periodic pension cost:
Prior service gains (a)	(3		)	(1		)	(2		)	(6		)	(2		)	(4		)
Net actuarial losses (a)	51			15			36			78			29			49
Subtotal	48			14			34			72			27			45
Effect of remeasurement	(166		)	(33		)	(133		)	—			—			—
Effect of curtailment	(65		)	(13		)	(52		)	—			—			—
Foreign currency translation adjustments	(17		)	(2		)	(15		)	180			41			139
Other	1			—			1			—			—			—
Pension/post-retirement plans (losses) gains	(199		)	(34		)	(165		)	252			68			184
Other comprehensive (loss) income	$	(128	)	$	(41	)	$	(87	)	$	(8	)	$	64		$	(72	)

(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 completed six acquisitions during the first three months of 2014 .

In January 2014, Marsh & Mclennan Agency ("MMA") acquired Barney & Barney, a San Diego-based insurance broking firm that provides insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S. and abroad. Also in January, Marsh acquired Central Insurance Services, an independent insurance broker in Scotland that provides insurance broking and risk advisory services to companies of all sizes across industry sectors. In February 2014, MMA acquired Great Lakes Employee Benefits Services, Inc., an employee group benefits consulting and brokerage firm based in Michigan, and Bond Network, Inc., a surety bonding agency based in North Carolina. In March 2014, MMA acquired Capstone Insurance Services, LLC, an agency that provides property/casualty insurance and risk management solutions to businesses and individuals throughout South Carolina, and Mercer acquired Transition Assist, a retiree exchange specializing in helping retirees in employer-sponsored plans select Medicare supplemental health care insurance.

The MMA acquisitions were made to expand Marsh's presence in the U.S. middle-market business.

Total purchase consideration for acquisitions made during the first three months of 2014 was $444 million , which consisted of cash paid of $331 million and deferred purchase and estimated contingent consideration of $113 million . Contingent consideration arrangements are primarily based on EBITDA and revenue targets over periods ranging from two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. The estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $6 million of deferred purchase consideration and $30 million of contingent consideration related to acquisitions made in prior years.

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during the first quarter of 2014 based on their fair values:



For the Three Months Ended March 31, 2014
(Amounts in millions)
Cash	$	331
Estimated fair value of deferred/contingent consideration	113
Total Consideration	$	444
Allocation of purchase price:
Cash and cash equivalents	$	18
Accounts receivable, net	3
Other current assets	—
Property, plant, and equipment	3
Intangible assets	189
Goodwill	267
Other assets	2
Total assets acquired	482
Current liabilities	33
Other liabilities	5
Total liabilities assumed	38
Net assets acquired	$	444

Prior Year Acquisitions

The Risk and Insurance segment completed six acquisitions during 2013 .


•	June - Marsh acquired Rehder y Asociados Group, an insurance adviser in Peru. The business includes the insurance broker Rehder y Asociados and employee health and benefits specialist, Humanasalud. Marsh also completed the acquisition of Franco & Acra Tecniseguros, an insurance advisor in the Dominican Republic.


•	July - Guy Carpenter acquired Smith Group, a specialist disability reinsurance risk manager and consultant based in Maine.


•	September - Marsh purchased an additional stake in Insia a.s., an insurance broker operating in the Czech Republic and Slovakia which, when combined with its prior holdings, gave MMC a controlling interest. Insia a.s. was previously accounted for under the equity method.


•	November - Marsh & McLennan Agency ("MMA") acquired Elsey & Associates, a Texas-based provider of surety bonds and insurance coverage to the construction industry.


•	December - MMA acquired Cambridge Property and Casualty, a Michigan-based company providing insurance and risk management services to high net worth individuals and mid-sized businesses.

The MMA acquisitions were made to expand Marsh's presence in the U.S. middle-market business.

The Consulting segment completed two acquisitions during 2013 .


•	July - Oliver Wyman acquired Corven, a U.K.-based management consultancy firm.


•	August - Mercer acquired Global Remuneration Solutions, a market leading compensation consulting firm based in South Africa.

Pro-Forma Information

While the Company does not believe its acquisitions are material in the aggregate, the following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during the first three months of 2014 and 2013 . In accordance with accounting guidance related to pro-forma disclosure, the information presented for 2014 acquisitions is as if they occurred on January 1, 2013 and reflects acquisitions made in 2013 as if they occurred on January 1, 2012. 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)	2014		2013
Revenue	$	3,277	$	3,187
Income from continuing operations	$	460	$	416
Net income attributable to the Company	$	446	$	417
Basic net income per share:
– Continuing operations	$	0.82	$	0.74
– Net income attributable to the Company	$	0.81	$	0.76
Diluted net income per share:
– Continuing operations	$	0.80	$	0.73
– Net income attributable to the Company	$	0.80	$	0.75

The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statement of income for the three-month period ending March 31, 2014 includes approximately $ 21 million of revenue and $1 million of net operating income related to acquisitions made in 2014 .

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)	2014			2013
Disposals of discontinued operations	$	—		$	1
Income tax expense (credit)	1			(11		)
Disposals of discontinued operations, net of tax	(1		)	12
Discontinued operations, net of tax	$	(1	)	$	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 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. Fair values of the reporting units are estimated using either a market approach or a discounted cash flow model. This fair value determination was categorized as Level 3 in the fair value hierarchy. Carrying values for the reporting units are based on balances at the prior quarter end and include directly identified assets and liabilities as well as an allocation of those assets and liabilities not recorded at the reporting unit level. The Company completed its 2013 annual review in the third quarter of 2013 and concluded goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value by a substantial margin.

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)	2014			2013
Balance as of January 1, as reported	$	6,893		$	6,792
Goodwill acquired	267			—
Other adjustments ^(a)	(1		)	(40		)
Balance at March 31,	$	7,159		$	6,752


^(a)	Primarily reflects the impact of foreign exchange in each period.

Goodwill allocable to the Company’s reportable segments at March 31, 2014 is as follows: Risk & Insurance Services, $4.9 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, 2014						December 31, 2013
(In millions of dollars)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Amortized intangibles	$	1,079	$	439	$	640	$	888	$	416	$	472

Aggregate amortization expense for the three months ended March 31, 2014 and 2013 was $22 million and $18 million , respectively. The estimated future aggregate amortization expense is as follows:



For the Years Ending December 31,
(In millions of dollars)	Estimated Expense
2014 (excludes amortization through March 31, 2014)	$	82
2015	102
2016	97
2017	90
2018	89
Subsequent years	180
	$	640

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 Financial Accounting Standards Board ("FASB") in Accounting Standards Council ("ASC") Topic No. 820 ("Fair Value Measurements and Disclosures"). The fair value hierarchy gives the highest priority to quoted prices 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 and money market mutual funds).

Assets and liabilities utilizing Level 1 inputs include exchange-traded equity securities and mutual funds.


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).

Assets and liabilities utilizing Level 2 inputs include corporate and municipal bonds, senior notes and interest rate swaps.

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).

Liabilities utilizing Level 3 inputs include liabilities for contingent purchase consideration.

Valuation Techniques

Equity Securities and 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.

Interest Rate Swap Derivatives - 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).

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 carrying value of those notes based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities, adjusted by the fair value of the interest rate swap derivatives, 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 meeting EBITDA and revenue targets over periods ranging from two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows resulting 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, 2014 and December 31, 2013 .



	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions of dollars)	03/31/14		12/31/13		03/31/14		12/31/13		03/31/14		12/31/13		03/31/14		12/31/13
Assets:
Financial instruments owned:
Mutual funds ^(a)	$	144	$	154	$	—	$	—	$	—	$	—	$	144	$	154
Money market funds ^(b)	66		45		—		—		—		—		66		45
Interest rate swap derivatives ^(c)	—		—		2		3		—		—		2		3
Total assets measured at fair value	$	210	$	199	$	2	$	3	$	—	$	—	$	212	$	202
Fiduciary Assets:
Money market funds	$	14	$	—	$	—	$	—	$	—	$	—	$	14	$	—
Total fiduciary assets measured at fair value	$	14	$	—	$	—	$	—	$	—	$	—	$	14	$	—
Liabilities:
Contingent purchase consideration liability ^(d)	$	—	$	—	$	—	$	—	$	133	$	104	$	133	$	104
Senior Notes due 2014 ^(e)	—		—		252		253		—		—		252		253
Total liabilities measured at fair value	$	—	$	—	$	252	$	253	$	133	$	104	$	385	$	357


^(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, 2014 , there were no assets or liabilities that were transferred between Level 1 and Level 2 or between Level 2 and Level 3.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of March 31, 2014 and 2013 that represent contingent consideration related to acquisitions:



(In millions of dollars)	2014			2013
Balance at January 1,	$	104		$	63
Additions	55			—
Payments	(30		)	(3		)
Revaluation Impact	4			1
Balance at March 31,	$	133		$	61

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 $4 million in the three -month period ended March 31, 2014 . A 5% increase in the above mentioned projections would increase the liability by approximately $17 million . A 5% decrease in the above mentioned projections would decrease the liability by approximately $19 million .

Fair Value of Long-term Investments

The Company has certain long-term investments, primarily investments in non-publicly traded private equity funds, of $13 million and $14 million at March 31, 2014 and December 31, 2013 , respectively, carried on the cost basis for which there are no readily available market prices. The carrying values of these investments approximates their 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. If carried at fair value, these investments would be classified as Level 3 in the fair value hierarchy. They 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, 2014 , the actual allocation for the U.S. Plan was 62% equities and equity alternatives and 38% fixed income. The target asset allocation for the U.K. Plans, which comprises approximately 82% of non-U.S. Plan assets, is 50% equities and equity alternatives and 50% fixed income. As of March 31, 2014 , the actual allocation for the U.K. Plan was 48% equities and equity alternatives and 52% 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 generally uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges.

After completion of a consultation period with affected colleagues, in January 2014 , the Company amended its U.K. defined benefit pension plans to close those plans to future benefit accruals effective August 1, 2014 and will replace those plans, along with its existing defined contribution plans, with a new, comprehensive defined contribution arrangement. This change resulted in a curtailment of the U.K. defined benefit plans, and as required under GAAP, the Company re-measured the defined benefit plans’ assets and liabilities at the amendment date, based on assumptions and market conditions at that date. As a result of the re-measurement, the projected benefit obligation ("PBO") increased by approximately $147 million and the funded status decreased by approximately $137 million . The change in the PBO and in the funded status relates primarily to a decrease in the discount rate at the re-measurement date. The net periodic benefit costs recognized in 2014 are the weighted average resulting from the December 31, 2013 measurement and the January 2014 re-measurement. The Company recognized a curtailment gain of $65 million in the first quarter of 2014 , primarily resulting from the recognition of the remaining unamortized prior service credit related to a plan amendment made in December 2012 . This gain was mostly offset by the cost of a transition benefit for certain employees most impacted by the amendment, which is not part of net periodic pension cost.

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)	2014			2013			2014		2013
Service cost	$	61		$	64		$	1	$	2
Interest cost	161			145			3		3
Expected return on plan assets	(248		)	(228		)	—		—
Amortization of prior service credit	(3		)	(5		)	—		—
Recognized actuarial loss	51			78			—		—
Net periodic benefit cost	$	22		$	54		$	4	$	5
Curtailment (credit)	(65		)	—			—		—
Total cost (credit)	$	(43	)	$	54		$	4	$	5



U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2014			2013			2014		2013
Service cost	$	22		$	27		$	—	$	1
Interest cost	63			57			2		2
Expected return on plan assets	(86		)	(81		)	—		—
Amortization of prior service credit	(2		)	(4		)	—		—
Recognized actuarial loss (gain)	26			51			—		—
Net periodic benefit cost (credit)	$	23		$	50		$	2	$	3



Significant non-U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2014			2013			2014		2013
Service cost	$	39		$	37		$	1	$	1
Interest cost	98			88			1		1
Expected return on plan assets	(162		)	(147		)	—		—
Amortization of prior service cost	(1		)	(1		)	—		—
Recognized actuarial loss	25			27			—		—
Net periodic benefit cost	$	(1	)	$	4		$	2	$	2
Curtailment (credit)	(65		)	—			—		—
Total cost (credit)	$	(66	)	$	4		$	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,	2014		2013		2014		2013
Weighted average assumptions:
Expected return on plan assets	7.53	%	7.66	%	—	%	—	%
Discount rate	4.74	%	4.38	%	5.03	%	4.32	%
Rate of compensation increase	2.64	%	2.43	%	—	%	—	%

The Company made approximately $54 million of contributions to its U.S. and non-U.S. defined benefit plans in the first three months of 2014 . The Company expects to contribute approximately $130 million to its non-qualified U.S. pension and non-U.S. pension plans during the remainder of 2014 .

12. Debt

The Company’s outstanding debt is as follows:



(In millions of dollars)	March 31, 2014		December 31, 2013
Short-term:
Commercial paper	$	100	$	—
Current portion of long-term debt	332		334
	432		334
Long-term:
Senior notes – 5.875% due 2033	297		297
Senior notes – 5.375% due 2014	322		323
Senior notes – 5.75% due 2015	230		230
Senior notes – 2.30% due 2017	249		249
Senior notes – 9.25% due 2019	399		399
Senior notes – 4.80% due 2021	497		497
Senior notes – 2.55% due 2018	248		248
Senior notes – 4.05% due 2023	247		247
Mortgage – 5.70% due 2035	410		413
Term Loan Facility - due 2016	50		50
Other	2		2
	2,951		2,955
Less current portion	332		334
	$	2,619	$	2,621

The senior notes in the table above are publicly registered by the Company with no guarantees attached.

In September 2013, the Company issued $ 250 million of 2.55% five -year senior notes and $ 250 million of 4.05% ten -year senior notes. The net proceeds of this offering were used for general corporate purposes, which included a partial redemption of $ 250 million of the outstanding principal amount of the existing 5.75% senior notes due 2015. The redemption settled in October 2013 with a total cash outflow of approximately $ 275 million including a $24 million cost for early redemption.

In February 2013, the Company repaid its 4.850% fixed rate $250 million senior notes.

The Company had $100 million of commercial paper outstanding at March 31, 2014 with a weighted average interest rate of 0.32% including dealer fees.

On March 28, 2014, the Company and certain of its foreign subsidiaries amended its $1.0 billion facility as discussed below into a $1.2 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 expires in March 2019 and 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, 2014 .

The Company and certain of its foreign subsidiaries previously maintained a $ 1.0 billion multi-currency five -year revolving credit facility. The facility was previously due to expire in October 2016 and was in effect until March 2014. There were no borrowings outstanding under this facility at the time it was amended.

In December 2012, the Company closed on a $ 50 million , three -year term loan facility. The interest rate on this facility at March 31, 2014 was 1.28% , which 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, 2014 .

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 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 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 are deemed to be perfectly effective in accordance with applicable accounting guidance. The fair value of the swaps at inception was zero and subsequent changes in 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, 2014 and 2013 are as follows:



	2014							2013
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 short-term and long-term debt 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, 2014				December 31, 2013
(In millions of dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Short-term debt	$	432	$	439	$	334	$	334
Long-term debt	$	2,619	$	2,844	$	2,621	$	2,819

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 a primary portion 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 $2 million in the first three months of 2014 primarily for future rent under non-cancelable leases. These costs were incurred in Corporate.

Details of the restructuring activity from January 1, 2013 through March 31, 2014 , which includes liabilities from actions prior to 2014 , are as follows:



(In millions of dollars)	Liability at 1/1/13		Amounts Accrued		Cash Paid			Other			Liability at 12/31/13		Amounts Accrued		Cash Paid			Liability at 3/31/14
Severance	$	36	$	9	$	(33	)	$	(1	)	$	11	$	—	$	(3	)	$	8
Future rent under non-cancelable leases and other costs	134		13		(32		)	(2		)	113		2		(12		)	103
Total	$	170	$	22	$	(65	)	$	(3	)	$	124	$	2	$	(15	)	$	111

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 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 2014 , the Company repurchased approximately 2 million shares of its common stock for consideration of $ 100 million . In May 2013, the Board of Directors of the Company authorized share repurchases of up to $1 billion of the Company's common stock. The Company remains authorized to purchase additional shares of its common stock up to a value of $ 463 million . There is no time limit on the authorization. During the first three months of 2013 , the Company repurchased 2.7 million shares of its common stock for consideration of $100 million .

15. Claims, Lawsuits and Other Contingencies

Errors and Omissions Claims

The Company and its subsidiaries 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, the provision of investment advice and investment management services to pension plans, and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. Errors and omissions claims may 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, an internal actuarial analysis and other 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. The vast majority of these matters have been resolved. Two actions instituted by policyholders against the Company, Marsh and certain Marsh subsidiaries remain pending.

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 subpoenas, investigations, lawsuits and/or other regulatory actions undertaken by governmental authorities. In this regard, in November 2013, Mercer received a subpoena from the New York Department of Financial Services in connection with a review of New York ’ s public pension funds .

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, 2014, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the 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.

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 2013 Form 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.

Selected information about the Company’s operating segments for the three-month periods ended March 31, 2014 and 2013 are as follows:



	Three Months Ended March 31,
(In millions of dollars)	Revenue				Operating Income (Loss)
2014 –
Risk and Insurance Services	$	1,839		^(a)	$	493
Consulting	1,432			^(b)	225
Total Operating Segments	3,271				718
Corporate / Eliminations	(7		)		(45		)
Total Consolidated	$	3,264			$	673
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


^(a)	Includes interest income on fiduciary funds of $6 million and $8 million in 2014 and 2013 , respectively, and equity method income of $1 million in 2013 , respectively.


^(b)	Includes inter-segment revenue of $7 million in both 2014 and 2013 and interest income on fiduciary funds of $ 1 million in both 2014 and 2013 .

Details of operating segment revenue for the three-month periods ended March 31, 2014 and 2013 are as follows:



	Three Months Ended March 31,
(In millions of dollars)	2014			2013
Risk and Insurance Services
Marsh	$	1,457		$	1,395
Guy Carpenter	382			376
Total Risk and Insurance Services	1,839			1,771
Consulting
Mercer	1,061			1,041
Oliver Wyman Group	371			321
Total Consulting	1,432			1,362
Total Operating Segments	3,271			3,133
Corporate / Eliminations	(7		)	(7		)
Total	$	3,264		$	3,126

17. New Accounting Guidance

In April 2014, the FASB issued new accounting guidance which changes the criteria for reporting discontinued operations and enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations, such as disposal of a major geographic area or a major line of business, should be presented as discontinued operations. Those strategic shifts should have a major impact on the organization's operations and financial results. In addition, the new guidance requires expanded disclosures about discontinued operations. The guidance is effective for fiscal years beginning on or after December 15, 2014. Adoption of the guidance is not expected to materially affect the Company's financial position, results of operations or cash flows.

In July 2013, the FASB issued new accounting guidance related to the presentation of unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward. However, to the extent a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction, the unrecognized tax benefit shall be presented in the financial statement as a liability and shall not be combined with deferred tax assets. The guidance is effective for fiscal years beginning after December 15, 2013. The adoption of this new guidance did not have a material impact on the Company's financial statements.

In July 2013, the FASB issued new accounting guidance which amends the criteria for an entity to qualify as an investment company. The guidance clarifies the characteristics of an investment company, provides comprehensive guidance to determine whether an entity is an investment company and sets measurement and disclosure requirements for investment companies. The guidance is effective for interim and annual reporting periods beginning after December 13, 2013. The adoption of this new guidance did not have a material impact on the Company's financial statements.

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 55,000 employees worldwide and annual revenue of more than $12 billion, the Company provides analysis, advice and transactional capabilities to clients in over 130 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 products, and specialized management and economic consulting services. We conduct business in this segment through Mercer and Oliver Wyman Group.

The Company completed six acquisitions during the first three months of 2014 .

In January 2014, Marsh & Mclennan Agency ("MMA") acquired Barney & Barney, a San Diego-based insurance broking firm that provides insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S. and abroad. Also in January, Marsh acquired Central Insurance Services, an independent insurance broker in Scotland that provides insurance broking and risk advisory services to companies of all sizes across industry sectors. In February 2014, MMA acquired Great Lakes Employee Benefits Services, Inc., an employee group benefits consulting and brokerage firm based in Michigan, and Bond Network, Inc., a leading surety bonding agency based in North Carolina. In March 2014, MMA acquired Capstone Insurance Services, LLC, an agency that provides property/casualty insurance and risk management solutions to businesses and individuals throughout South Carolina, and Mercer acquired Transition Assist, a retiree exchange specializing in helping retirees in employer-sponsored plans select Medicare supplemental health care insurance.

We describe the primary sources of revenue and categories of expense for each segment below, in our discussion of segment financial results. A reconciliation of segment operating income to total operating income is included in Note 16 to the consolidated financial statements included in Part I Item 1 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.

Consolidated Results of Operations



	Three Months
(In millions, except per share figures)	2014			2013
Revenue	$	3,264		$	3,126
Expense:
Compensation and Benefits	1,839			1,803
Other Operating Expenses	752			716
Operating Expenses	2,591			2,519
Operating Income	673			607
Income from Continuing Operations	457			412
Discontinued Operations, net of tax	(1		)	12
Net Income Before Non-Controlling Interests	456			424
Net Income Attributable to the Company	$	443		$	413
Income From Continuing Operations Per Share:
Basic	$	0.81		$	0.73
Diluted	$	0.80		$	0.72
Net Income Per Share Attributable to the Company:
Basic	$	0.81		$	0.75
Diluted	$	0.80		$	0.74
Average Number of Shares Outstanding:
Basic	548			548
Diluted	556			557
Shares Outstanding at March 31	549			550

The Company's consolidated operating income increased 11% to $673 million in the first quarter of 2014 compared with $607 million in the prior year. This represents the effect of a 4% increase in revenue and a 3% increase in expenses compared to the same period last year. Risk and Insurance Services operating income increased $25 million or 5%, while Consulting increased $38 million or 20% compared with the same period last year.

Income from continuing operations increased 11%, primarily reflecting the increase in operating income discussed above, as lower investment income in 2014 was offset by lower interest expense and a slightly lower effective tax rate. Diluted net income per share from continuing operations also increased 11% to $0.80, reflecting the increase in income from continuing operations and a slight decrease in average number of diluted shares outstanding. Shares issued related to the vesting of share awards and exercise of employee stock options were offset by share repurchases over the past four quarters.

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, certain items that affect comparability, such as the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to another by isolating these impacts. The impact of foreign currency exchange fluctuations, acquisitions and dispositions, including transfers among businesses, on the Company’s operating revenues by segment was as follows:



	Three Months Ended March 31,						% Change GAAP Revenue		Components of Revenue Change*
	Three Months Ended March 31,								Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2014			2013					Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Risk and Insurance Services
Marsh	$	1,452		$	1,388		5	%	(1	)%	2	%	4	%
Guy Carpenter	381			375			2	%	—		2	%	—
Subtotal	1,833			1,763			4	%	(1	)%	2	%	3	%
Fiduciary Interest Income	6			8
Total Risk and Insurance Services	1,839			1,771			4	%	(1	)%	2	%	3	%
Consulting
Mercer	1,061			1,041			2	%	(1	)%	—		3	%
Oliver Wyman Group	371			321			16	%	1	%	3	%	11	%
Total Consulting	1,432			1,362			5	%	(1	)%	1	%	5	%
Corporate/Eliminations	(7		)	(7		)
Total Revenue	$	3,264		$	3,126		4	%	(1	)%	2	%	4	%

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*
	Three Months Ended March 31,						Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2014		2013				Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Marsh:
EMEA	$	617	$	594	4	%	1	%	1	%	2	%
Asia Pacific	151		147		2	%	(7	)%	—		9	%
Latin America	84		78		7	%	(14	)%	10	%	11	%
Total International	852		819		4	%	(2	)%	1	%	4	%
U.S. / Canada	600		569		6	%	(1	)%	4	%	2	%
Total Marsh	$	1,452	$	1,388	5	%	(1	)%	2	%	4	%
Mercer:
Health	$	388	$	381	2	%	—		—		2	%
Retirement	357		343		4	%	—		—		4	%
Talent	117		123		(5	)%	(2	)%	(1	)%	(1	)%
Investments	199		194		2	%	(6	)%	1	%	8	%
Total Mercer	$	1,061	$	1,041	2	%	(1	)%	—		3	%



Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability, 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 2014 was $3.3 billion, an increase of 4% on both a reported and underlying basis from the first quarter of 2013 .

Revenue in the Risk and Insurance Services segment for the first quarter of 2014 was $1.8 billion, an increase of 4% from the same period last year, or 3% on an underlying basis. Marsh produced underlying revenue growth across all major geographies. Guy Carpenter's revenue was $381 million, an increase of 2% from the prior year, or flat on an underlying basis. On an underlying basis, Consulting revenue increased 5%, reflecting increases of 3% in Mercer and 11% in Oliver Wyman.

Operating Expense

Consolidated operating expense in the first quarter increased 3% as compared to the same period last year, or 2% on an underlying basis. The increase on an underlying basis is primarily due to higher incentive compensation and facilities and software amortization costs, partly offset by lower pension costs.

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)	2014			2013
Revenue	$	1,839		$	1,771
Compensation and Benefits	941			919
Other Expenses	405			384
Expense	1,346			1,303
Operating Income	$	493		$	468
Operating Income Margin	26.8		%	26.4		%

Revenue

Revenue in the Risk and Insurance Services segment in the first quarter of 2014 was $1.8 billion, an increase of 4%, or 3% on an underlying basis, compared with the same period in 2013 .

In Marsh, revenue in the first quarter of 2014 was $1.5 billion, an increase of 5% compared with the same quarter of the prior year, or 4% on an underlying basis. The international division grew 4% on an underlying basis, led by growth of 11% in Latin America, 9% in Asia Pacific and 2% in EMEA. Underlying revenue increased 2% in the U.S. / Canada division. Guy Carpenter's first quarter revenue was $381 million, an increase of 2% as compared to the same period in the prior year, or flat on an underlying basis.

Expense

Expenses in the Risk and Insurance Services segment increased 3% in the first quarter of 2014 compared with the same period in the prior year, reflecting a 2% increase on an underlying basis and a 2% increase from acquisitions, partly offset by a decrease of 1% related to the impact of foreign exchange translation. The underlying expense increase reflects higher base salary, incentive compensation, and facilities and intangible asset amortization expense, partly offset by lower pension costs.

Consulting

The results of operations for the Consulting segment are presented below:



For the Three Months Ended March 31,
(In millions of dollars)	2014			2013
Revenue	$	1,432		$	1,362
Compensation and Benefits	813			796
Other Expenses	394			379
Expense	1,207			1,175
Operating Income	$	225		$	187
Operating Income Margin	15.8		%	13.7		%

Revenue

Consulting revenue in the first quarter of 2014 increased 5% on both a reported and underlying basis compared with the same period in 2013 . Mercer's revenue was $1.1 billion in the first quarter of 2014 , an increase of 2%, or 3% on an underlying basis, as compared to the same period last year. The increase in underlying revenue was driven by growth in Mercer's Retirement and Investments lines of business, which increased 4% and 8%, respectively, compared with the same period last year. Oliver Wyman's revenue increased 16% to $371 million in the first quarter of 2014 , or 11% on an underlying basis.

Expense

Consulting expenses in the first quarter of 2014 increased 3% on both a reported and underlying basis compared with the same period in 2013 . The underlying expense increase in the first quarter of 2014 is primarily due to higher base salaries and incentive compensation costs, partly offset by lower pension costs.

Corporate and Other

Corporate expenses in the first quarter of 2014 were $45 million compared with $48 million in the prior year. The decrease is primarily due to lower pension and benefit costs as compared with the same period last year.

Interest

Interest income earned on corporate funds amounted to $5 million in the first quarter of 2014 compared with $4 million in the first quarter of 2013 reflecting a higher level of invested funds, partly offset by lower effective interest rates. Interest expense decreased $2 million in 2014 compared with the first quarter of 2013 . The decrease is due to lower interest rates on senior notes issued in the second half of 2013 compared with the interest rates on senior notes that matured or were extinguished during 2013.

Investment Income

The caption “Investment 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 temporary declines in the value of debt and available-for-sale securities and equity method gains or losses on its investment in private equity. The Company's investments may include direct investments in insurance or consulting companies and investments in private equity funds. Trident II fully harvested all its remaining portfolio investments and made final distributions to its partners during the fourth quarter of 2013. As of the end of 2013, the Company had recognized all the performance fees related to its general partnership interest in Trident II. The Company recorded gains on its investment in Trident II of $20 million, including $15 million of deferred performance fees, for the three months ended March 31, 2013. Investment income for the three months ended March 31, 2014 included performance fees of $7 million from Trident III, which had been deferred, that are no longer subject to claw-back and also includes approximately $6 million of mark-to-market gains in the Company's private equity investments. At March 31, 2014, the Company had deferred performance fees of approximately $35 million related to Trident III. Recognition of these deferred performance fees will only occur as investments are harvested and the performance fees are no longer subject to claw-back. Timing of this is unknown and is not controlled by the Company.

Income Taxes

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 2014, the forecasted pre-tax income in the U.K., Canada, Australia, France, Germany and Bermuda, is 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 21%, 27%, 30%, 41%, 32% and 0%, respectively. Consequently, continued improvement in the 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 U.S. 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 U.S. 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 $128 million at December 31, 2013 to $117 million at March 31, 2014 . It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $27 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:



	Three Months
(In millions of dollars, except per share figures)	2014			2013
Disposals of discontinued operations	$	—		$	1
Income tax expense (credit)	1			(11		)
Disposals of discontinued operations, net of tax	(1		)	12
Discontinued operations, net of tax	$	(1	)	$	12
Discontinued operations, net of tax per share
– Basic	$	—		$	0.02
– Diluted	$	—		$	0.02

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

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, for share repurchases 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, 2013, the Company had approximately $1.4 billion of cash and cash equivalents in its foreign operations, substantially all of which is considered to be permanently invested in those operations to fund foreign investments and working capital needs. At the current time, the Company does not intend to repatriate any of this cash. The non-U.S. cash and cash

equivalents considered permanently reinvested includes approximately $190 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements. The Company expects to continue its practice of repatriating foreign funds out of current annual earnings. The analysis of the portion of 2014 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 $380 million of cash from operations for the three months ended March 31, 2014 , compared with $593 million used by operations for the same period in 2013 . 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 and pension contributions.

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 three months of 2014 , the Company contributed $47 million to its non-U.S. pension plans and $7 million to its U.S. pension plans. In the first quarter of 2013, the Company contributed $396 million to its non-U.S. pension plans and $6 million to its U.S. plans, including a contribution of $250 million to prefund its 2014 and a substantial portion of its 2015 deficit funding contribution for its U.K. pension plans and a $70 million discretionary contribution to its Canadian 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 made a $0.2 million required contribution to its U.S. tax-qualified plan in the first quarter 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 actuarial valuation of the plans. This process is governed by U.K. pension regulations. The assumptions that result from the funding negotiations are different from those used for U.S. GAAP and currently result in a lower funded status than under U.S. GAAP. In March 2014, the Company and the Trustee of the U.K. Defined Benefit Plans agreed to the outcome of the December 31, 2012 valuation and to a funding deficit recovery plan. The recovery plan sets out the maximum annual deficit contributions which would be due based on the deficit as at December 31, 2012. However, the funding agreement includes a provision for the funding level to be assessed on November 1 ^st each year. If the funding level on November 1 ^st has sufficiently improved, no deficit funding contributions will be required in the following year, and the contribution amount will be deferred.

As a result of the significant improvement in funded status during 2013, which includes the $250 million deficit funding contribution discussed above, no additional deficit recovery contributions are required in 2014. The next funding test will be carried out as at November 1, 2014 to assess the deficit contributions payable during 2015. Deficit recovery contributions in 2015 can range from $0 to a maximum of $58.2 (£35.3) million. The U.K. employers also contribute an expense allowance each year of approximately $9 million.

The Company expects to fund an additional $113 million to its non-U.S. plans over the remainder of 2014, including approximately $35 million to the U.K. plans, related to the service cost for benefits earned through July 31, 2014, the date on which future benefit accrual will cease.

After completion of a consultation period with affected colleagues, in January 2014, the Company amended its U.K. defined benefit pension plans, to close those plans to future benefit accruals effective August 1, 2014 and will replace those plans, along with its existing defined contribution plans, with a new, comprehensive defined contribution arrangement. This change resulted in a curtailment of the U.K. defined benefit plans, and as required under GAAP, the Company re-measured the defined benefit plans’ assets and liabilities at the amendment date, based on assumptions and market conditions at that date. As a result of the re-measurement, the Projected Benefit Obligation ("PBO") increased by approximately $147 million and the funded status decreased by approximately $137 million. The change in the PBO and in the funded status relates primarily to a decrease in the discount rate at the re-measurement date. The net periodic benefit costs recognized in 2014 were the weighted average resulting from the December 31, 2013 measurement and the January 2014 re-measurement. The Company recognized a curtailment gain of $65 million in the first quarter of 2014, primarily resulting from the recognition of the remaining unamortized prior service credit related to a plan amendment made in December 2012. This gain was largely offset by the cost of a transition benefit to certain employees most impacted by the amendment. As a result of the amendments to the U.K. plans, the Company expects an increase in contributions to its defined contribution plans of approximately $30 million related to the transfer of colleagues from defined benefit to defined contribution plans, and funding of a portion of the transition benefit.

Financing Cash Flows

Net cash used for financing activities was $118 million for the period ended March 31, 2014 compared with $364 million net cash used for the same period in 2013 .

During the first quarter of 2013, the Company used cash to repay its 4.85% fixed rate $250 million senior notes that matured.

On March 28, 2014, the Company and certain of its foreign subsidiaries amended its $1.0 billion facility discussed below, into a new $1.2 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 expires in March 2019 and 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, 2014.

The Company and certain of its foreign subsidiaries previously maintained a $1.0 billion multi-currency five-year revolving credit facility. The facility was previously due to expire in October 2016 and was in effect until March 2014. There were no borrowings outstanding under this facility at the time it was amended.

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 an agreed 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, 2014 .

The Company's senior debt is currently rated Baa1 by Moody's and A- 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 stable outlook from Moody's and Standard & Poor's.

During the first three months of 2014 , the Company paid $30 million of contingent payments related to acquisitions made in prior periods. These payments are split between financing and operating cash flows in the consolidated statements of cash flows. The portion of these payments that are reflected as a financing activity is $20 million, which represents payments related to the contingent consideration liability that was recorded on the date of acquisition. Any payments made related to increases in the contingent consideration liability subsequent to the date of acquisition are reflected as operating cash flows, which was $10 million for the first three months of 2014. In the first three months of 2013 , the Company paid $3 million of contingent payments related to acquisitions made in prior periods.

During the first three months of 2014 , the Company repurchased approximately 2 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 $463 million. There is no time limit on this authorization. During the first three months of 2013 , the Company repurchased 2.7 million shares of its common stock for total consideration of $100 million.

The Company paid dividends on its common shares of $137 million ($0.25 per share) during the first three months of 2014 , as compared with $127 million ($0.23 per share) during the first three months of 2013 .

Investing Cash Flows

Net cash used for investing activities amounted to $416 million in the first three months of 2014 , compared with $8 million generated during the same period in 2013 .

The Company, made six acquisitions during the first three months of 2014 . Cash used for these acquisitions, net of cash acquired, was $313 million. In addition, in the first three months of 2014 , the Company paid $6 million of deferred purchase consideration related to acquisitions made in prior years. Remaining deferred cash payments of approximately $90 million and estimated future contingent consideration payments of $133 million for acquisitions completed in the first three months of 2014 and in prior years are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at March 31, 2014 .

The Company made no acquisitions during the first three months of 2013 .

The Company used cash of $99 million to purchase fixed assets and capitalized software in the first three months of 2014 compared with $88 million in the first three months of 2013 , 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 $25 million in two private equity funds that invest primarily in financial services companies.

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, 2014 ( In millions of dollars ):



	Payment due by Period
Contractual Obligations	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Commercial paper	$	100	$	100	$	—	$	—	$	—
Current portion of long-term debt	331		331		—		—		—
Long-term debt	2,631		—		303		524		1,804
Interest on long-term debt	1,215		147		254		235		579
Net operating leases	2,292		337		563		428		964
Service agreements	606		244		211		136		15
Other long-term obligations	321		80		118		121		2
Purchases commitments	15		15		—		—		—
Total	$	7,511	$	1,254	$	1,449	$	1,444	$	3,364

The above does not include unrecognized tax benefits of $117 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 $6 million that may become payable within one year. 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 $900 million 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. The Company expects to contribute approximately $17 million and $113 million to its U.S. and non-U.S. pension plans, respectively, in the remainder of 2014.

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.	Quantitative and Qualitative 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.

The Company had the following investments subject to variable interest rates:



(In millions of dollars)	March 31, 2014
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits	$	1,380
Fiduciary cash and investments	$	4,814

Based on the above balances, if short-term interest rates increased or decreased by 10%, or 8 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 $2 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.

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 55% of total revenue. We periodically use forward contracts 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 tend 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 $44 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 $18 million are classified as available for sale. Non-publicly traded investments of $13 million are accounted for using the cost method and $95 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.


Item 4.	Controls & Procedures.

a. Evaluation of Disclosure Controls and Procedures

Based on their evaluation, as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) are effective.

b. Changes in Internal Control

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 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.

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, 2013 . 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 May 2013, the Board of Directors of the Company authorized share repurchases up to a dollar value of $1 billion of the Company's common stock. The Company repurchased approximately 2.0 million shares of its common stock for $100 million during the first quarter of 2014. The Company remains authorized to repurchase shares of its common stock up to a dollar value of approximately $463 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, 2014	—	—		—	$	562,500,042
February 1-28, 2014	804,868	$	47.8648	804,868	$	523,975,202
March 1-31, 2014	1,243,638	$	49.4137	1,243,638	$	462,522,386
Total Q1 2014	2,048,506	$	48.8052	2,048,506	$	462,522,386

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.

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, 2014	/s/ J. Michael Bischoff
		J. Michael Bischoff
		Chief Financial Officer

Date:	May 8, 2014	/s/ Robert J. Rapport
		Robert J. Rapport
		Senior Vice President & Controller
		(Chief Accounting Officer)

EXHIBIT INDEX



Exhibit No.		Exhibit Name

10.1		Form of 2014 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, 2014, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan

10.3		Marsh & McLennan Companies International Retirement Plan As Amended and Restated Effective January 1, 2009

10.4		Letter Agreement, effective as of March 20, 2013, between Marsh & McLennan Companies, Inc. and Alexander S. Moczarski

10.5		Non-Competition and Non-Solicitation Agreement, effective as of November 21, 2013, between Marsh & McLennan Companies, Inc. and Alexander S. Moczarski

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

Exhibit 10.1

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

RESTRICTED STOCK UNIT, PERFORMANCE

STOCK UNIT AND STOCK OPTION AWARDS

GRANTED ON [DATE]

TABLE OF CONTENTS



I. BACKGROUND		3
II. AWARDS		3
A. General		3
1. Grant of Award and Award Types		3
2. Award Acceptance		3
3. Rights of Award Holders		3
4. Restrictive Covenants Agreement		3
B. Stock Units		4
1. General		4
2. Vesting		4
3. Dividend Equivalents		4
4. Delivery		4
C. Performance Stock Units		5
1. General		5
2. Vesting		5
3. Dividend Equivalents		5
4. Delivery		6
D. Options		6
1. General		6
2. Vesting		6
3. Term		7
4. Exercisability		7
5. Method of Exercise of an Option		7
E. Satisfaction of Tax Obligations		7
1. Personal Tax Advisor		7
2. U.S. Employees		7
3. Non-U.S. Employees		8
III. EMPLOYMENT EVENTS		9
A. Death		9
1. Stock Units		9
2. Performance Stock Units		9
3. Options		9
B. Permanent Disability		9
1. Stock Units		9
2. Performance Stock Units		9
3. Options		9
C. Termination by You Outside of the European Union – Age and Service Pro-Rata Vesting		9
1. Stock Units		10
2. Performance Stock Units		10
3. Options		10
D. Termination by You Outside of the European Union – Age and Service Full Vesting		10
1. Stock Units		10
2. Performance Stock Units		10
3. Options		10



E. Termination by You Within the European Union – Retirement Treatment		11
1. Stock Units		11
2. Performance Stock Units		11
3. Options		11
F. Termination by the Company Other Than for Cause		11
1. Stock Units		11
2. Performance Stock Units		12
3. Options		12
4. Important Notes		13
G. All Other Terminations		13
H. Date of Termination of Employment		14
I. Conditions to Vesting of Award Prior to a Scheduled Vesting Date or the PSU Scheduled Vesting Date and Exercisability of Options Following Termination		14
1. Restrictive Covenants Agreement		14
2. Waiver and Release and Restrictive Covenants Agreement		14
J. Determination of Pro-Rata Vesting upon Termination of Employment		15
K. Distribution in Respect of Performance Stock Units		15
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		15
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		16
L. Section 409A of the Code for U.S. Taxpayers		16
IV. CHANGE IN CONTROL PROVISIONS		23
A. Treatment of Awards		23
1. Stock Units		23
2. Performance Stock Units		23
3. Options		23
V. DEFINITIONS		24
VI. ADDITIONAL PROVISIONS		27
A. Additional Provisions—General		27
1. Administrative Rules		27
2. Amendment		27
3. Limitations		27
4. Cancellation or Clawback of Awards		27
5. Governing Law; Choice of Forum		28
6. Severability; Captions		28
7. Electronic Delivery and Acceptance		28
8. Waiver		28
B. Additional Provisions—Outside of the United States		29
1. Changes to Delivery		29
2. Amendment and Modification		29
VII. QUESTIONS AND ADDITIONAL INFORMATION		29

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.

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.

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 & 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.

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.

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.


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 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.L.


C.	Performance Stock Units.

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.

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.

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.


4.	Delivery.

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.

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 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.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.

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

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.

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

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.

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.

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.

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.


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.

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.

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.

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 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.

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.

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.

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.

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.

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 (as defined in Section V.C.), 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 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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.


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.

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 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.

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.)

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 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.

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.

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.


5.	Notwithstanding any other provision herein (other than Section III.L.7.a.) with respect to Stock Units,

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].

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]:

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, to the extent that such payment will not be made by March 15 ^th of the year following the year in which the Substantial Risk of Forfeiture lapses with respect to such payment, such payment shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such March 15 ^th 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.

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 being made other than with respect to a Scheduled Vesting Date (the date of such event or occurrence giving rise to such distributions, a “Triggering Date” ):

With respect to Stock Units, no later than 74 days after the Triggering 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 Triggering 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.

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, to the extent any such payment will not be made by December 31 ^st of the year in which the Scheduled Vesting Date occurs, any payment that relates to such Scheduled Vesting Date shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such December 31 ^st 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.


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:

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


ii.	With respect to a cash payment attributable to PSUs, to the extent any such payment will not be made by March 15 ^th of the year

following the year in which the Substantial Risk of Forfeiture lapses with respect to such payment, such payment shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such March 15 ^th 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.

Notwithstanding any provision herein, with respect to distributions of 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 other than with respect to the PSU Scheduled Vesting Date (the date of such event or occurrence giving rise to such distributions, a “PSU Triggering Date” ):

With respect to PSUs, no later than 74 days after the PSU Triggering 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 Triggering 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.


c.	Notwithstanding any provision herein, with respect to distributions of 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:

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, to the extent any such payment will not be made by December 31 ^st of the year in which the PSU Scheduled Vesting Date occurs, any payment that relates to the PSU Scheduled Vesting Date shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such December 31 ^st 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.


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

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 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.

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.

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.

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.

“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.

“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).


J.	Additional Definitions.

The terms below are defined on the following pages



Award		3
Award Documentation		3
Change in Control		23
Committee		5
Common Stock		3
Country-Specific Notices		3
Dividend Equivalent		4
Employing Company		13
Employment-Related Action		18
Exercise Notice		7
Grant Documentation		3
Marsh & McLennan Companies		3
Option		6
Option Expiration Date		7
Option Shares		6
Plan		3
PSU		5
PSU Triggering Date		21
PSU Scheduled Vesting Date		5
Restrictive Covenants Agreement		3
Scheduled Vesting Date		4, 6
Stock Unit		4
Substantial Risk of Forfeiture		18
Terms and Conditions		3
Triggering Date		19


VI.	ADDITIONAL PROVISIONS


A.	Additional Provisions—General

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.

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 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.

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.

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 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.

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.

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

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.

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

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

Exhibit 10.2

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

DEFERRED STOCK UNIT AWARDS

GRANTED ON [DATE]

TABLE OF CONTENTS



I. BACKGROUND		2
II. AWARDS		2
A. General		2
1. Award Acceptance		2
2. Rights of Award Holders		2
3. Restrictive Covenants Agreement		2
B. Stock Units		3
1. General		3
2. Vesting		3
3. Dividend Equivalents—Accrual and Vesting		3
4. Delivery		3
C. Satisfaction of Tax Obligations		4
1. Personal Tax Advisor		4
2. U.S. Employees		4
3. Non-U.S. Employees		4
a. Stock Units		4
b. Withholding		4
III. EMPLOYMENT EVENTS		4
A. Death		4
B. Permanent Disability		4
C. Termination by the Company Other Than for Cause		5
1. General		5
2. Important Notes		5
a. Sale of Business Unit		5
b. Constructive Discharge		5
D. All Other Terminations		5
E. Date of Termination of Employment		5
F. Conditions to Vesting of Award Prior to a Scheduled Vesting Date		6
1. Restrictive Covenants Agreement		6
2. Waiver and Release and Restrictive Covenants Agreement		6
G. Determination of Pro-Rata Vesting upon Termination of Employment		6
H. Section 409A of the Code for U.S. Taxpayers		7
IV. CHANGE IN CONTROL PROVISIONS		8
V. DEFINITIONS		8
VI. ADDITIONAL PROVISIONS		10
A. Additional Provisions—General		10
1. Administrative Rules		10
2. Amendment		10
3. Limitations		10
4. Cancellation or Clawback of Awards		11
5. Governing Law; Choice of Forum		11
6. Severability; Captions		11
7. Electronic Delivery and Acceptance		12
8. Waiver		12
B. Additional Provisions—Outside of the United States		12
1. Changes to Delivery		12
2. Amendment and Modification		12
VII. QUESTIONS AND ADDITIONAL INFORMATION		13


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.).


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.

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.

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.


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.

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.

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.

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.


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.

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.

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.

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 .

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 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.

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.

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.;


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.).

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, 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:

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.	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

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.


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;


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;


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).


F.	Additional Definitions.

The terms below are defined on the following pages:



Award		2
Award Documentation		2
Change in Control		8
Committee		7
Common Stock		2
Country-Specific Notices		2
Dividend Equivalent		3
Employing Company		5
Grant Documentation		2
Marsh & McLennan Companies		2
Plan		2
Restrictive Covenants Agreement		2
Scheduled Vesting Date		3
Stock Unit		3
Terms and Conditions		2


VI.	ADDITIONAL PROVISIONS


A.	Additional Provisions—General

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 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.

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.

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.

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 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.

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.


B.	Additional Provisions—Outside of the United States

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.

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 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



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

Exhibit 10.3

Marsh & McLennan Companies International Retirement Plan

As Amended and Restated Effective January 1, 2009

MARSH & McLENNAN COMPANIES INTERNATIONAL RETIREMENT PLAN

TABLE OF CONTENTS



PREFACE	2
ELIGIBILITY & PARTICIPATION	3
COST OF THE PLAN	3
VESTING	3
BENEFIT FORMULA	3
Transition Benefits	4
TIME OF PAYMENT	4
General Rules	4
Commencing on Normal Commencement Date	5
Commencing on Early Commencement Date	5
Commencing on Deferred Commencement Date	6
FORM OF PAYMENT	6
Normal Form of Payment	7
Optional Forms of Payment	7
DEATH	8
Survivor Benefit if Participant Dies While Actively Employed	8
Survivor Benefit if the Participant Dies after Termination but Before the Participant’s Benefit Commencement Date	9
Survivor Benefit if the Participant Dies After Benefit Commencement Date	9
BREAKS IN SERVICE AND REHIRE	9
PLAN ADMINISTRATOR	9
Plan Administrator Discretion	10
PLAN AMENDMENT AND TERMINATION	10
SPECIAL RULES FOR SECTION 409A PARTICIPANTS	10
Time of Payment - Special Rules for 409A Participants	11
Form of Payment – Special Rules for 409A Participants	12
Lump Sum Payments - Special Rules for 409A Participants	12
Death - Special Rules for 409A Participants	13
Disability - Special Rules for 409A Participants	16
Breaks In Service and Rehire	16
DEFINITIONS	17

Marsh & McLennan Companies International Retirement Plan

PREFACE

The Marsh & McLennan Companies International Retirement Plan (the “Plan”) was established by Marsh & McLennan Companies, Inc. (“MMC”), first effective November 14, 1984. The Plan is sponsored by MMC on behalf of such members of its World-wide Controlled Group (the “Company”) as may be determined by MMC.

The Plan follows the design of the Marsh & McLennan Companies U.S. Retirement Program, and is generally intended to provide retirement benefits to a select group of non-U.S. employees for services rendered to the Company who:


•	because of career assignments outside their home country, might not be continuously covered under another Company retirement plan,


•	might not be entitled to receive benefits from any other Company retirement plan, and


•	are not U.S. nationals or green-card holders or U.S. resident aliens.

The Plan is intended to be maintained outside the United States primarily for the benefit of persons substantially all of whom are nonresident aliens, and is therefore intended to be exempt from the Employee Retirement Income Security Act to the extent provided in Section 4(b)(4) thereof.

The Plan has been amended since its inception date to reflect certain design modifications, to remain consistent with the Marsh & McLennan Companies U.S. Retirement Program. Although it is not anticipated that the United States Internal Revenue Code Section 409A will apply to the Plan, the Plan was amended on a provisional and precautionary basis to reflect terms that are compliant with Section 409A, solely with respect to, and in the event that, certain Plan benefits become subject to that provision of United States tax law.

To incorporate amendments previously made, and for administrative convenience, MMC hereby restates the Plan in its entirety, effective as of January 1, 2009.

Capitalized terms used herein shall have the meanings ascribed to them in the “Definitions” section or as they may be defined elsewhere within the text of the Plan.

ELIGIBILITY & PARTICIPATION

No employee shall participate in the Plan unless such employee has been designated as being eligible to participate in the Plan by MMC or the Plan Administrator. At the time an employee is designated as a Participant, MMC or the Plan Administrator will use its discretion to determine the employee’s initial participation date, which may be retroactive. MMC or the Plan Administrator may also determine a Participant’s ineligibility date; that is, the dates or events which may cause a Participant to cease participation in the Plan.

The participation of employees who are Participants shall continue until such time as their participation terminates in accordance with the terms of the Plan or by action of MMC or the Plan Administrator.

COST OF THE PLAN

The Company pays the full cost of the Plan. Employee contributions are not required or permitted.

VESTING

Participants are 100% vested after 60 months (five years) of Vesting Service, or at Normal Retirement Age if it occurs prior to completion of 60 months (five years) of Vesting Service. Participants become 100% vested regardless of Vesting Service upon a change in control of MMC, as determined by the Plan Administrator.

Vesting Service is the elapsed time period of a Participant’s total employment as an employee of the Company, whether or not a Participant in the Plan during that time. All determinations of Vesting Service and vested status will be made by the Plan Administrator and will be final and conclusive.

BENEFIT FORMULA

The Plan provides for a normal retirement benefit payable as a life annuity beginning on a Participant’s Normal Retirement Date. The Participant’s Normal Retirement Date is the first day of the month coincident with or next following the date a Participant attains age 65. Benefits are paid as monthly payments denominated in U.S. dollars.

The monthly amount of a Participant’s Accrued Benefit will be calculated as 1/12 ^th of the amount resulting from application of the formula described below:

For Benefit Service performed on or after January 1, 2006:


•	For each month of the first 300 months (25 years) of Benefit Service, 2.0% multiplied by Eligible Monthly Pay

Plus (if applicable):


•	For each month of the next 60 months (5 years) of Benefit Service, 1.6% multiplied by Eligible Monthly Pay

Plus (if applicable):


•	For each month of Benefit Service in excess of 360 months (30 years), 1.0% multiplied by Eligible Monthly Pay

Minus


•	Benefit Offsets (as defined herein).

For Benefit Service performed prior to January 1, 2006:

For the first 300 months (25 years) of Benefit Service:


•	2.0% of Final Average Monthly Salary as of December 31, 2005 multiplied by months of Benefit Service as of December 31, 2005

Plus (if applicable) for the next 60 months (5 years) of Benefit Service:


•	1.6% of Final Average Monthly Salary as of December 31, 2005 multiplied by months of Benefit Service as of December 31, 2005 in excess of 300 months (25 years) but less than 360 months (30 years)

Plus (if applicable) after 360 months (30 years) of Benefit Service:


•	1% of Final Average Monthly Salary as of December 31, 2005 multiplied by months of Benefit Service as of December 31, 2005 in excess of 360 months (30 years)

Minus


•	Benefit Offsets (as defined herein).

Transition Benefits:

A Participant is eligible for a Transition Benefit if, as of December 31, 2005, the Participant had at least 10 years of Vesting Service and was at least age 50. The Transition Benefit applies an adjustment to the Accrued Benefit at December 31, 2005, which takes into account increases in a Participant’s Final Average Monthly Salary after that date and while an active Participant in the Plan, and provided that the Participant remains continuously employed by the Company. The Transition Benefit is determined by multiplying the Participant’s December 31, 2005 Accrued Benefit by the ratio of the Participant’s Final Average Monthly Salary at the date of termination of his or her participation in the Plan (subject to consideration of Final Average Monthly Salary earned after a return to participation in the Plan, so long as the Participant remained continuously employed by the Company) to the Participant’s Final Average Monthly Salary determined at December 31, 2005. (This ratio is a fraction, where the numerator is the Participant’s Final Average Monthly Salary at such date and the denominator is the Participant’s Final Average Monthly Salary at December 31, 2005. The fraction will never be less than 1.0.)

TIME OF PAYMENT

General Rules:

If a Participant has a vested Accrued Benefit and terminates employment with the

Company, the Participant is eligible to commence payment of benefits from the Plan in accordance with the following rules.

If the Participant is at least age 55 and has completed at least five years of Vesting Service when the Participant terminates employment, the Participant is considered a Retired Participant.

If the Participant has completed at least five years of Vesting Service, but has not yet attained age 55 when the Participant terminates employment, the Participant is considered a Terminated Vested Participant.

If the Participant has not completed five years of Vesting Service and has not yet attained age 65 when the Participant terminates employment, the Participant’s participation ends and the Participant does not have a right to a benefit payment.

If the value of a Participant’s vested Accrued Benefit is determined by the Plan Administrator to be greater than a small benefit amount, the Participant may elect to commence monthly payments of his or her benefit as early as the first day of the month coincident with or next following age 55, but no later than the Participant’s Latest Retirement Date, as defined herein.


•	If a Participant commences on or after attaining age 55, but before attaining age 65, the Participant is commencing on an Early Commencement Date.


•	If a Participant commences upon attaining age 65, the Participant is commencing on a Normal Commencement Date.


•	If a Participant delays the commencement of the Participant’s benefit past age 65, the Participant is commencing on a Deferred Commencement Date.

If the value of a Participant’s vested Accrued Benefit is determined by the Plan Administrator to be a small benefit amount, the Plan Administrator may cause the Plan to pay the Participant’s entire Accrued Benefit in the form of an immediate single lump sum payment, in lieu of any other benefits.

Commencing on Normal Commencement Date:

When a Participant elects to commence on a Normal Commencement Date, the Participant’s Accrued Benefit will be calculated as described in “Benefit Formula” above, and will not be adjusted for early or deferred commencement.

Commencing on Early Commencement Date:

When a Participant elects to commence on an Early Commencement Date, the Participant’s monthly payments are adjusted to reflect the longer period over which monthly payments are expected to be made. The amount of the adjustment depends on whether the Participant is a Retired Participant or a Terminated Vested Participant and the Participant’s age when he or she commences monthly payments.

•

Early Commencement for a Retired Participant - If a Participant is a Retired Participant, he or she may elect to commence monthly payments as of the first day of any month after the Participant terminates employment. When determining the amount of such Participant’s monthly payments, the Participant’s Accrued Benefit will be actuarially adjusted (reduced) to reflect a longer expected payout period. The actuarial adjustment factors for this purpose are as follows:

◦

In the case of a Participant who terminates employment on or after January 1, 2006, (i) with respect to his or her benefit accrued as of December 31, 2005 (and with respect to any Transition Benefit), zero percent (0%) for each of the first thirty-six (36) months by which benefit commencement precedes his or her Normal Retirement Date, and one-third of one percent (1/3%) for each additional month by which benefit commencement precedes his or her Normal Retirement Date, and (ii) with respect to his or her benefit accrued after December 31, 2005,

if any, five-twelfths of one percent (5/12%) for each month by which benefit commencement precedes his or her Normal Retirement Date.


◦	In the case of a Participant who terminates employment before January 1, 2006, zero percent (0%) for each of the first thirty-six (36) months by which benefit commencement precedes his or her Normal Retirement Date and one-third of one percent (1/3%) for each additional month by which benefit commencement precedes his or her Normal Retirement Date.

•

Early Commencement for a Terminated Vested Participant - If a Participant is a Terminated Vested Participant, he or she may elect to commence monthly payments on the first of any month coincident with or next following the date the Participant attains age 55. If the Participant elects to commence monthly benefit payments before he or she attains age 65, the Participant has an Early Commencement and his or her Accrued Benefit will be actuarially adjusted (reduced) to take into account the longer expected payout period. The actuarial adjustment factors for this purpose are as follows:


◦	In the case of a Participant without any Benefit Service after 1990, one-quarter of one percent (0.25%) for each month by which benefit commencement precedes his or her Normal Retirement Date.

◦

In the case of a Participant with Benefit Service after 1990, (i) with respect to his or her benefit accrued before January 1, 2003, zero percent (0%) for each of the first thirty-six (36) months by which benefit commencement precedes his or her Normal Retirement Date, and one-third of one percent (1/3%) for each additional month by which benefit commencement precedes his or her Normal Retirement Date, and (ii) with respect to his or her benefit accrued after December 31, 2002, if any, one-half of one percent (1/2%) for each month by which benefit commencement precedes his or her Normal Retirement Date.

Commencing on Deferred Commencement Date:

An Accrued Benefit under the Plan is expected to commence on the first of the month coincident with or next following the date the Participant attains age 65. If commencement of monthly payments is delayed to a later date, monthly benefit payments will be deemed to be suspended and there will be no actuarial adjustment to reflect the shorter payment period.

FORM OF PAYMENT

The payment forms described in this section apply to all Plan benefits, including 409A Benefits. The Plan offers a number of forms of payment. Each form of payment is actuarially equivalent. The differences in the monthly amount payable under each form of payment reflect the Participant’s age when he or she commences monthly benefit payments, any difference between the Participant’s age and the age of the person designated to receive the Participant’s benefit in the event of the Participant’s death, if any (the Designated Survivor), and the projected payout period. Once benefit payments begin, a Participant may not change his or her form of payment.

Normal Form of Payment:

If a Participant does not elect a form of payment at the time Plan benefits must commence, then he or she will receive the normal form of monthly payment:


•	If the Participant does not have a Spouse or Domestic Partner on the Benefit Commencement Date, the normal form of payment is a single life annuity. A single life annuity provides equal monthly payments for as long as the Participant lives. No further payments are made to the Participant or his or her beneficiaries after death of the Participant.

•

If the Participant has a Spouse or Domestic Partner on the Benefit Commencement Date, the normal form of payment is a 50% contingent annuity with the Participant’s Spouse or Domestic Partner as Designated Survivor. A 50% contingent annuity provides a monthly benefit payment for the Participant’s life and when the Participant dies, it will provide a monthly benefit payment for the life of the Participant’s Spouse or Domestic Partner, if the Spouse or Domestic Partner is still living at the time of the Participant’s death. The contingent annuity form of payment is described more fully below under “Optional Forms of Payment.”

Optional Forms of Payment:

A Participant may elect from among any of the following actuarially equivalent forms of payment, following such election procedures as may be required by the Plan Administrator.


•	Single Life Annuity: The single life annuity form of payment provides equal monthly payments for as long as the Participant lives. No further payments are made to the Participant or his or her beneficiaries after death of the Participant.

•

Contingent Annuity: The contingent annuity form of payment provides a monthly benefit payment for the Participant’s life and when the Participant dies, it will provide a monthly benefit payment for the life of a Designated Survivor, if that person is still living at the Participant’s death. When a Participant elects to commence his or her monthly benefit payment, the Participant selects both the Designated Survivor and the specific percentage of his or her monthly benefit amount (50%, 66 2/3%, 75% or 100%) to be paid to the Participant’s Designated Survivor. When the Participant dies, the Participant’s Designated Survivor, if then living, will receive the percentage of the Participant’s monthly benefit that the Participant selected, for the remainder of his or her life.

If the Participant elects this payment form, a reduction factor determined by the Plan Administrator will be applied to the Participant’s monthly benefit to take into account that the payments will be made over the course of two lives — the Participant’s and in the event of the Participant’s death, the Participant’s Designated Survivor’s if he or she is still living at the Participant’s death. The amount of the Participant’s reduced monthly payments depends on the benefit percentage chosen for the designated survivor, the age difference between the Participant and the Participant’s Designated Survivor, and the Participant’s age at the Benefit Commencement Date. Once the Participant’s monthly payments begin, the Participant cannot change the percentage elected for the Designated Survivor, nor can the Participant change the Participant’s Designated Survivor, even if he or she dies before the Participant. If the Designated Survivor is not living at the time of the Participant’s death, monthly benefit payments will stop.

•

Period certain: The period certain form of payment is a single life annuity combined with a guaranteed payment period. This form of payment provides the Participant with equal monthly payments for the Participant’s life and guarantees that benefits will be paid for a minimum of 5, 10, 15 or 20 years as the Participant elects (but no longer than the Participant’s life expectancy), in the event that the Participant dies before all guaranteed payments are made. If the Participant dies before all guaranteed payments are made, the Participant’s Designated Survivor will receive the remaining payments. If the Participant survives the period of guaranteed payments, the Participant’s monthly benefit will be continued for as long as the Participant lives, but no payments will be made to the Participant’s Designated Survivor after the Participant’s death. If both the Participant and the Participant’s Designated Survivor die before all guaranteed payments are made, the commuted value of the balance of the guaranteed payments will be made in one lump sum to the executor or administrator as the case may be, of the last to die. The Participant can elect to change his or her Designated Survivor at any time prior to the Participant’s death.

If the Participant elects this payment form, a reduction factor determined by the Plan Administrator and based on the Participant’s age, will be applied to the Participant’s monthly benefit to take into account the guaranteed period. The longer the guarantee period elected, the greater the reduction to the Participant’s monthly benefits.

DEATH

In the event of the Participant’s death before the Participant’s benefit commences, a death benefit will be payable under the Plan if the Participant has a vested Accrued Benefit at the time of death and there is an Eligible Survivor. If the Participant does not have a vested Accrued Benefit or there is no Eligible Survivor, no death benefit is payable.

An Eligible Survivor may be: (i) a Spouse to whom the Participant has been married for at least twelve consecutive months at the time of the Participant’s death, (ii) a Domestic Partner with whom the Participant has been registered for at least twelve consecutive months at the time of the Participant’s death or (iii) a partner who can substantiate that an eligible domestic partnership relationship with the Participant (which met the criteria necessary for the partner to qualify as an unregistered Domestic Partner as defined in the Plan) existed at the time of the Participant’s death. If a Participant was married to a Spouse or was registered with a domestic partner for fewer than twelve consecutive months at the time of death, such Spouse or registered domestic partner might qualify as a Domestic Partner pursuant to (iii) above.

Survivor Benefit if Participant Dies While Actively Employed:

•

If the Participant dies before age 50 - If a Participant is actively employed, has a vested Accrued Benefit and dies before age 50, the Participant’s Eligible Survivor will be eligible for a survivor benefit. The survivor benefit will be equal to the Designated Survivor’s portion of the Accrued Benefit, calculated as if the Participant had terminated employment on the Participant’s date of death and had elected a 50% contingent annuity. The Participant’s Eligible Survivor’s monthly benefit payments will commence on the first of the month following the month in which the Participant would have attained age 65, unless the Eligible Survivor elects to commence the benefit earlier. The Participant’s Eligible Survivor can elect to commence monthly benefit payments as early as the first of the month following the month when the Participant would have attained age 55, however, the monthly benefit payment will be reduced by applying the Plan’s early commencement reduction factors.

•

If the Participant dies on or after age 50 - If the Participant is an Active Participant, has a vested Accrued Benefit and dies on or after age 50, the Participant’s Eligible Survivor will be eligible for a survivor benefit equal to 50% of the Participant’s vested Accrued Benefit calculated as if the Participant had terminated employment on his or her date of death. Monthly benefit payments will commence as of the first of the month following the Participant’s death. The monthly benefit payment will not be reduced by the Plan’s early commencement reduction factors.

Survivor Benefit if the Participant Dies after Termination but Before the Participant’s Benefit Commencement Date:

If a Participant dies after having terminated employment, but before his or her Benefit Commencement Date, the Participant’s Eligible Survivor will be eligible for a survivor benefit. The survivor benefit will be equal to the Designated Survivor’s portion of the Accrued Benefit, calculated as if the Participant had terminated employment on the Participant’s date of death and had elected a 50% contingent annuity. The Participant’s Eligible Survivor’s monthly benefit payments will commence on the first of the month following the month in which the Participant would have attained age 65, unless the Participant’s Eligible Survivor elects to commence the monthly benefit payments earlier. The Participant’s Eligible Survivor can elect to commence monthly benefit payments as early as the first of the month following the month when the Participant would have attained age 55, however, the monthly benefit payment will be reduced by applying the Plan’s early commencement reduction factors.

Survivor Benefit if the Participant Dies After Benefit Commencement Date:

Monthly benefit payments will be made to the Designated Survivor if any, that the Participant named when the Participant commenced his or her benefit. The benefit, if any, payable after the Participant’s death, will be based on the form of payment elected by the Participant when benefits commenced.

BREAKS IN SERVICE AND REHIRE

If a Participant leaves the Company and is later rehired, the Participant’s benefits under this Plan will be reviewed by the Plan Administrator, which will make a determination as to how they are affected. If a Participant terminates employment, commences benefits and is then rehired, benefits will continue to be paid even during periods of re-employment.

PLAN ADMINISTRATOR

Unless otherwise determined by MMC, MMC will be the Plan Administrator. Except as provided in the section titled “Eligibility & Participation,” the Plan Administrator has the responsibility and exclusive discretionary authority to interpret the provisions of the Plan and to resolve any questions or disputes arising under it. Any determination of the Plan Administrator shall be final and conclusive in all respects, and not subject to further review or appeal by Participants or their representatives. The Plan Administrator may select and engage, in its discretion, such agents or service providers as may be necessary to carry out the ministerial and non-discretionary day-to-day operations of the Plan, and may delegate all or any portion of such duties, powers and responsibilities hereunder to any agent or service provider. Such agents or service providers may include a non-U.S. subsidiary or affiliate of the Company or a non-U.S. third-party administrator.

Plan Administrator Discretion:

The Plan Administrator’s discretionary authority and responsibilities will include, but will not be limited to the following:

•

Should the Plan Administrator determine, after consulting with the plan administrator of another Company plan, that the other Company plan may provide benefits with respect to the same period of Benefit Service recognized under the Plan, then the Plan Administrator may cancel the Participant’s benefit under this Plan, provided that; the other Company plan does actually provide such benefits and, in the case of a 409A Participant and with respect to any 409A Benefits, such cancellation is consistent with Internal Revenue Code Section 409A.


•	Should the Plan Administrator determine that a provision of this Plan will result in a violation of local law, the Plan Administrator may take action as needed to prevent such violation, provided that, in the case of a 409A Participant and with respect to any 409A Benefits, such action is consistent with Internal Revenue Code Section 409A.

•

The Plan is intended to make payment of benefits as a monthly annuity. The Plan Administrator may, in certain circumstances and at its sole discretion, with respect to any Plan benefits (including death benefits), pay benefits in one payment or change the frequency of annuity payments, provided that the resulting payment or payments in the aggregate are equal to the actuarial equivalent, as determined by the Plan Administrator, of the Participant’s Accrued Benefit, in lieu of the monthly annuity described above, and provided further that, in the case of a 409A Participant and with respect to any 409A Benefits, such action is consistent with Internal Revenue Code Section 409A. Such circumstances may include, but are not limited to, lump sum payment of Accrued Benefits determined to be of small value or lump sum payments deemed necessary to avoid adverse local income tax treatment.

PLAN AMENDMENT AND TERMINATION

MMC reserves the right to amend or modify any Plan provision, including those related to the rights to benefits or calculation of benefits, and may terminate or suspend the Plan at any time; provided however, that any amendment, suspension or termination shall not cause the Plan to violate Internal Revenue Code Section 409A with respect to 409A Benefits.

SPECIAL RULES FOR SECTION 409A PARTICIPANTS

Although it is not anticipated that the United States Internal Revenue Code Section 409A will apply to the Plan, the provisions of this section shall apply in lieu of any contrary rules in the Plan only in the event and to the extent that the benefit of any Participant is subject to Internal Revenue Code Section 409A (“Section 409A”).

Plan benefits that are subject to Section 409A are subject to special time and form of payment requirements described below. The Plan Administrator will determine whether all or any portion of a Participant’s Plan benefit is subject to Section 409A. If it is determined that a Participant’s benefit is subject to 409A, then the Plan Administrator will determine the portion of the Participant’s benefit (if any) that is exempt from Section 409A pursuant to its grandfathering rules, and the portion that is subject to Section 409A, using the rules described below.

A Participant who is a “service provider” as that term is defined by Section 409A will be referred to as a “409A Participant.” The provisions of this section of the Plan are inapplicable to Participants who are not 409A Participants.

•

“409A Benefit” - The portion of a 409A Participant’s Plan benefit that is subject to Section 409A is generally that portion either (i) earned after December 31, 2004, or (ii) earned before January 1, 2005 and first vested after such date. Notwithstanding any other provision in the Plan, with respect to a 409A Benefit, the terms of the Plan shall in all instances be interpreted in a manner so as to comply with the requirements of Section 409A of the Internal Revenue Code.


•	“Grandfathered Benefit” – The portion of a 409A Participant’s Plan benefit that is exempt from Section 409A is generally that portion earned and vested before January 1, 2005.

•

“409A Survivor Benefit” – The survivor benefit payable in the event that the 409A Participant dies before commencing a benefit. The 409A Survivor Benefit is based on the 409A Participant’s 409A Benefit if the Participant’s Eligible Survivor is a Spouse as defined under U.S. federal law on October 3, 2004, or, alternatively, is based on the 409A Participant’s 409A Benefit and Grandfathered Benefit if the 409A Participant’s Eligible Survivor is not a Spouse as defined under U.S. federal law on October 3, 2004.


•	“Grandfathered Survivor Benefit” – A Grandfathered Survivor Benefit is payable only if the 409A Participant dies before commencing a benefit and has a Grandfathered Benefit and an Eligible Survivor who is a Spouse as defined under U.S. federal law on October 3, 2004.

Such benefits are payable to 409A Participants as described below.

Time of Payment - Special Rules for 409A Participants:

•

Rules for a 409A Benefit – 409A Participants may not select the commencement date for a 409A Benefit. A 409A Benefit must commence effective with the month following the later of Separation from Service or the attainment of age 55. Payment of a 409A Benefit will be delayed until the fourth month following Separation from Service, unless the 409A Participant is deemed a Specified Employee at the time of commencement. If the 409A Participant is a Specified Employee at the time of commencement, payment will be delayed until the seventh month following Separation from Service. Separation from Service occurs in the following circumstances:


◦	The number of hours a 409A Participant performs service for the Company in a week is 20% or less of the average weekly hours the 409A Participant worked during the previous 36 month (3 year) period and is reasonably expected to remain at or below that 20% threshold.

◦

A 409A Participant incurs a disability, which meets one of the following requirements (i) the 409A Participant is 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, or (ii) the 409A Participant is, 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,

receiving income replacement benefits for a period of not less than three months under a Company accident and health plan; provided that in either case, the absence resulting from such disability exceeds 29 months.


◦	A 409A Participant is on an unpaid bona fide leave of absence for more than 6 months.

Notwithstanding the above,


◦	If a 409A Benefit becomes payable on account of a Separation from Service occurring upon the death of a 409A Participant, the timing of the survivor benefit will depend on the age and employment status of the 409A Participant on the date of death.


◦	If a 409A Benefit becomes payable on account of Separation from Service due to disability, benefit payments will commence in the calendar month following the month in which the 409A Participant attains age 65.

◦

If a 409A Benefit is determined by the Plan Administrator to be a small benefit, it will be paid in the fourth month (seventh month if the 409A Participant is a Specified Employee) following the calendar month in which the 409A Participant separates from service. (See, “ Small Benefit Lump Sum Rule for 409A Benefits,” below, in the subsection titled “Lump Sum Payments - Special Rules for 409A Benefits”.)


•	Rules for a Grandfathered Benefit – A Grandfathered Benefit is generally paid under the same timing rules as described in “Time of Payment - General Rules.”

Form of Payment – Special Rules for 409A Participants:

The Plan offers a number of forms of payment. Each form of payment is actuarially equivalent. Accordingly, with respect to 409A Benefits and Grandfathered Benefits, 409A Participants may select from among any of the Plan’s optional forms of payment as outlined in the section titled “Optional Forms of Payment” within the “Form of Payment” section above.

Lump Sum Payments - Special Rules for 409A Participants:

•

Lump Sums for 409A Participants - 409A Participants may not elect a lump sum distribution with respect to 409A Benefits or Grandfathered Benefits. The Plan Administrator may not discretionarily pay 409A Benefits in the form of a lump sum, but may pay in its discretion, a lump sum equal to the actuarial equivalent, as determined by the Plan Administrator, of the 409A Participant’s accrued Grandfathered Benefit.

•

Small Benefit Lump Sum Rule for 409A Benefits - If a 409A Participant has a 409A Benefit determined by the Plan Administrator to be a small benefit, the 409A Participant will receive a single lump sum payment representing his or her entire vested 409A Benefit under the Plan. The amount of the single lump sum payment will be determined as of the first of the month following the calendar month in which the 409A Participant incurs a Separation from Service and payment will be made in the fourth month (seventh month if the 409A Participant is a Specified Employee) following the calendar month in which the Participant incurs a Separation from Service. Such Participant’s

Grandfathered Benefits, if any, may be paid as a single lump sum only in the discretion of the Plan Administrator pursuant to the preceding paragraph.

A 409A Benefit is a small benefit if the aggregate single lump sum value of the 409A Participant’s 409A Benefit accruals attributable to this Plan and all similar non-qualified Company plans that are subject to Section 409A (less any portion of the benefit that has already been paid) is less than the limit prescribed under Internal Revenue Code Section 402(g) ($17,500 for 2014) assuming payment of those benefits occurs at the later of the 409A Participant’s earliest retirement age under each plan or the 409A Participant’s Separation from Service date.

Death - Special Rules for 409A Participants:

•

409A Survivor Benefits - Death Before 409A Benefit Commences – A 409A Survivor Benefit shall be payable in the following events: (i) A 409A Participant who has a vested 409A Benefit dies before the 409A Benefit commences and has an Eligible Survivor, or (ii) A 409A Participant who has a Grandfathered Benefit dies before the Grandfathered Benefit commences and has an Eligible Survivor who is not a Spouse as defined under U.S. federal law as of October 3, 2004. The Plan does not pay a 409A Survivor Benefit upon the 409A Participant’s death if the 409A Participant does not have a vested 409A Benefit or does not have any Eligible Survivor at the time of death.

If the value of a 409A Survivor Benefit is determined by the Plan Administrator to be a small benefit, the Plan Administrator may cause the Plan to pay the Eligible Survivor an immediate single lump sum payment in lieu of any other death benefits.

The amount of the 409A Survivor Benefit payable to an Eligible Survivor depends on the Applicable Benefit. For purposes of this section, the term “Applicable Benefit” shall mean either:

(i) if the Participant’s Eligible Survivor is a Spouse, as defined under U.S. federal law on October 3, 2004, the Applicable Benefit shall be the Participant’s vested 409A Benefit (and shall not include the Participant’s Grandfathered Benefit, if any); or

(ii) if the Participant’s Eligible Survivor is not a Spouse, as defined under U.S. federal law on October 3, 2004, the Applicable Benefit shall be the sum of the Participant’s vested 409A Benefit and the Participant’s Grandfathered Benefit, if any.

◦

If a 409A Participant dies before age 50 and before termination of employment: If a 409A Participant dies while actively employed, before attaining age 50 and is vested in his or her Applicable Benefit at the time of death, the 409A Participant’s Eligible Survivor will receive a 409A Survivor Benefit equal to the Designated Survivor’s portion of the 409A Participant’s Applicable Benefit as if the 409A Participant had terminated employment and incurred a Separation from Service on the 409A Participant’s date of death and elected a 50% contingent annuity. The 409A Survivor Benefit will commence on the first of the month following the month the 409A Participant would have attained age 55 and will be reduced by the Plan’s early commencement reduction factors.

◦

If a 409A Participant dies on or after age 50 and before termination of employment: If a 409A Participant dies while actively employed after attaining at least age 50 and is vested in his or her Applicable Benefit at the time of death, the 409A Participant’s Eligible Survivor will receive a 409A Survivor Benefit equal to 50% of the 409A Participant’s Applicable Benefit, calculated as if the 409A Participant had terminated employment and incurred a Separation from Service on his or her date of death. The 409A Survivor Benefit will commence as soon as administratively practicable after the 409A Participant’s death, provided that payments commence no later than ninety (90) days following the notification of the 409A Participant’s death. The 409A Survivor Benefit will not be reduced by the Plan’s early commencement reduction factors.

◦

If a 409A Participant dies after termination of employment and before commencing an Applicable Benefit: If a 409A Participant dies after terminating employment and before commencing a portion of the 409A Participant’s Applicable Benefit, the 409A Participant’s Eligible Survivor will receive a 409A Survivor Benefit equal to the Designated Survivor’s portion of the portion of the 409A Participant’s Applicable Benefit that has not yet commenced calculated as if the 409A Participant had terminated employment and incurred a Separation from Service on his or her date of death and elected the 50% contingent annuity option. The 409A Survivor Benefit will be reduced using the Plan’s early commencement reduction factors. The 409A Survivor Benefit will commence at the later of: (i) the calendar month following the month the 409A Participant would have attained age 55, or (ii) the calendar month following the month of the 409A Participant’s death.

•

409A Benefits - Death After 409A Benefit Commences - If a 409A Participant dies after any portion of the 409A Participant’s Applicable Benefit commences, monthly benefit payments will be made to the Designated Survivor if any, that the 409A Participant named when the 409A Participant commenced his or her Applicable Benefit. The benefit, if any, payable after the 409A Participant’s death, will be based on the form of payment elected by the 409A Participant when the Applicable Benefit commenced.

•

Grandfathered Survivor Benefit – Death Before Grandfathered Benefit Commences – A Grandfathered Survivor Benefit shall be payable only if a 409A Participant (i) has a Grandfathered Benefit, (ii) dies before the Grandfathered Benefit has commenced, and (iii) has an Eligible Survivor who is a Spouse as defined under U.S. federal law on October 3, 2004. If the 409A Participant does not have a Grandfathered benefit or there is no Eligible Survivor as defined in the preceding sentence, no Grandfathered Survivor Benefit is payable.

If a Grandfathered Survivor Benefit is payable, the amount of the benefit will depend on the 409A Participant’s Grandfathered Accrued Benefit at the time of death, the 409A Participant’s age at death, and whether the 409A Participant was an active or terminated employee at such time. If the value of a Grandfathered Survivor Benefit is determined by the Plan Administrator to be a small benefit, the Plan Administrator may cause the Plan to pay the Eligible Survivor an immediate single lump sum payment in lieu of any other survivor benefit.

Any Grandfathered Survivor Benefit payable under this section shall be payable as follows:

◦

If a 409A Participant dies before attaining age 50 and before termination of employment – If a Participant dies while actively employed before attaining age 50 the Eligible Survivor will receive a Grandfathered Survivor Benefit equal to the Designated Survivor’s portion of the 409A Participant’s Grandfathered Benefit as if the 409A Participant had terminated employment on his or her date of death and elected a 50% contingent annuity. This Grandfathered Survivor Benefit will commence as of the first of the month following the month in which the 409A Participant would have attained age 65. The 409A Participant’s Eligible Survivor can elect to commence the Grandfathered Survivor Benefit as early as the first of the month following the month when the 409A Participant would have attained age 55. The Grandfathered Survivor Benefit will be reduced by applying the Plan’s early commencement reduction factors.

◦

If a 409A Participant dies on or after age 50 and before termination of employment - If a 409A Participant dies while actively employed after attaining at least age 50, the 409A Participant’s Eligible Survivor will receive a Grandfathered Survivor Benefit equal to 50% of the 409A Participant’s Grandfathered Benefit, calculated as if the 409A Participant had terminated employment on his or her date of death. The Grandfathered Survivor Benefit will commence as of the first of the month following the 409A Participant’s death. The Grandfathered Survivor Benefit will not be reduced by the Plan’s early commencement reduction factors.

◦

Grandfathered Survivor Benefit if a 409A Participant dies after termination of employment but before a Grandfathered Benefit commences - If a 409A Participant dies after terminating employment and before commencing a Grandfathered Benefit, the 409A Participant’s Eligible Survivor will receive a Grandfathered Survivor Benefit equal to the Designated Survivor’s portion of the 409A Participant’s Grandfathered Benefit calculated as if the 409A Participant had terminated employment on his or her date of death and elected the 50% Contingent Annuity option. This benefit will commence as of the first of the month following the month in which the 409A Participant would have attained age 65. The 409A Participant’s Eligible Survivor can elect to commence a Grandfathered Survivor Benefit as early as the first of the month following the month when the 409A Participant would have attained age 55. The Grandfathered Survivor Benefit will be reduced by applying the Plan’s early commencement reduction factors.

•

Grandfathered Benefits - Death After Grandfathered Benefit Commences - If a 409A Participant dies after a Grandfathered Benefit has commenced, monthly benefit payments will be made to the Designated Survivor if any, that the 409A Participant named when the 409A Participant commenced his or her Grandfathered Benefit. The benefit, if any, payable after the 409A Participant’s death, will be based on the form of payment elected by the 409A Participant when the Grandfathered Benefit commenced.

Disability - Special Rules for 409A Participants:

With respect to 409A Benefits, disability may qualify as a Separation from Service (see “Time of Payment - Special Rules for 409A Participants” above).

Breaks In Service and Rehire:

If a 409A Participant leaves the Company and is later rehired, the 409A Participant’s 409A and Grandfathered Benefits under this Plan will be reviewed by the Plan Administrator, which will make a determination as to how they are affected. If a 409A Participant incurs a Separation from Service, commences 409A Benefits and is then rehired, such benefits will continue to be paid even during periods of re-employment. Similarly, if a 409A Participant terminates employment, commences Grandfathered Benefits and is then rehired, such benefits will continue to be paid even during periods of re-employment.

DEFINITIONS



Accrued Benefit	This is the amount of benefit that a Participant has earned to date, as determined by the Plan’s benefit formula, assuming it is payable as a single life annuity commencing at age 65.
Actuarial Equivalence	Actuarial equivalence will be determined under assumptions and administrative procedures established by the Plan Administrator.
Benefit Commencement Date	This is the first day of the month for which a Participant’s benefit is deemed to be paid.
Benefit Offsets	As determined by the Plan Administrator, the actuarial equivalent of: (i) any government paid monthly social security or similar retirement benefits from any country (ii) termination indemnities, and (iii) any other defined benefit or defined contribution benefits earned at any World-wide Controlled Group company, which, in all cases, are attributable to the period of Benefit Service recognized for purposes of the Plan. A benefit offset denominated in a currency other than U.S. dollars, will be converted to U.S. dollars in accordance with administrative procedures established by the Plan Administrator.
Benefit Service	Benefit Service is the period of time elapsed from Participant’s date of initial eligibility for the Plan (or such earlier or later date specified by the Plan Administrator in conjunction with the Participant’s admission to the Plan) through the cessation date of participation in the Plan (due to cessation of eligibility as determined by MMC or the Plan Administrator, termination of employment, death, cessation of service due to disability or retirement).
Domestic Partner	At the time of reference, a partner with whom a Participant is registered as Domestic Partner (or a term of similar meaning, for example, civil union) in accordance with the requirements of a country, city, state, or municipality that recognizes domestic partnerships. If a Participant and his or her partner are not registered as Domestic Partners, a partner will qualify as a Domestic Partner for the purposes of the Plan if the Participant and his or her partner satisfy all of the following criteria: • The Participant and his or her partner are both at least age 18. • Neither the Participant nor his or her partner are currently nor have ever been married or the Domestic Partner of any other person for at least the previous 12 months. • The Participant and his or her partner are not related by blood to a degree of closeness that would prohibit marriage under applicable law. • The Participant and his or her partner are in an exclusive, committed relationship that has existed for at least 12 months and is intended to be permanent. • The Participant and his or her partner have mutually agreed to be responsible for each other’s common welfare. • The Participant and his or her partner have resided together for at least the previous 12 months and intend to do so permanently.



Eligible Monthly Pay	Eligible Monthly Pay is monthly base earnings paid during periods when employed by the Company and also receiving Benefit Service. Base earnings for this purpose means basic salary and does not include bonuses, overtime, commissions and other extra compensation but does include before-tax salary reduction contributions to other benefit programs sponsored by the Company such as retirement savings plans and medical or other welfare benefit plans.
Eligible Survivor	For the purpose of the Plan’s survivor benefit payable in the event that death occurs before the benefit commences, an Eligible Survivor is: (i) a Spouse to whom the Participant has been married for at least twelve consecutive months at the time of the Participant’s death, or (ii) a Domestic Partner with whom the Participant has been registered for at least twelve consecutive months, or (iii) a Domestic Partner who would qualify as a Domestic Partner under the standards applicable to partners who are not registered, as delineated in the definition of “Domestic Partner.” In the unlikely event that the Participant is a U.S. taxpayer, and for the purposes of administering a benefit that is grandfathered and not subject to 409A, an Eligible Survivor is limited to a Spouse as defined under U.S. federal law on October 3, 2004.
Final Average Monthly Salary	Final Average Monthly Salary is the highest consecutive 60-month average of a Participant’s monthly base salary paid during such Participant’s period of employment as an employee of the Company. Except for the purpose of determining a Transition Benefit, Final Average Monthly Salary does not consider compensation paid after December 31, 2005. Base salary for this purpose means basic salary and does not include bonuses, overtime, commissions and other extra compensation but does include before-tax salary reduction contributions to other benefit programs sponsored by the Company such as retirement savings plans and medical or other welfare benefit plans.
409A Participant	A Participant who is a service provider as that term is defined by Internal Revenue Code Section 409A will be referred to as a 409A Participant.
Latest Retirement Date	A Participant’s Latest Retirement Date is the later of: (i) the first day of the month after or coincident with the date the Participant terminates employment or (ii) April 1 of the year following the year in which the Participant attains age 70½.
Normal Retirement Age	Age 65.
Normal Retirement Date	A Participant’s Normal Retirement Date is the first day of the month after or coincident with the date the Participant attains age 65.
Participant	An employee who has been designated as eligible for participation in the Plan under the rules described in the “Eligibility & Participation” section.
Plan Administrator	Unless otherwise determined by MMC, MMC will be the Plan Administrator.
Specified Employee	A Specified Employee is generally one of the Company’s top-paid officers with respect to whom benefit payments are required to be delayed for a minimum period of six months, pursuant to requirements under Section 409A of the Internal Revenue Code.
Spouse	For the purposes of the general rules, a Spouse is a person to whom a Participant is legally married.



Vested Termination Benefit	This is the benefit a Participant receives if he or she leaves the Company after becoming vested but before he or she is eligible to receive a retirement benefit (i.e., before age 55). (See, “Time of Payment; General Rules for Participants; Vested Termination - Termination before age 55”)
Vesting Service	Vesting Service is the elapsed time period of a participant’s total employment as an employee of the Company, whether or not a Participant in the Plan during that time.
World-wide Controlled Group	The term World-wide Controlled Group refers to a group of corporations related by a common ownership interest, most often when one business (or a chain of businesses) owns 80% or more of one or more subsidiaries. MMC’s World-wide Controlled Group generally includes MMC, its subsidiaries and affiliated companies. The determination of which companies are included in the World-wide Controlled Group will be made by the Plan Administrator.

IN WITNESS WHEREOF, MARSH & McLENNAN COMPANIES, INC. has caused this amended and restated Plan to be executed by its duly authorized officer on the 24th day of April, 2014.



	MARSH & McLENNAN COMPANIES, INC.


	By: /s/ Laurie Ledford
	Laurie Ledford Senior Vice President and Chief Human Resources Officer

Exhibit 10.4

November 21, 2013

Alexander Moczarski

[Address]

[City, State, Zip Code]

Subject: Terms of Employment

Dear Alex:

This letter agreement is intended to set forth the terms of your continued employment by Guy Carpenter & Company LLC (“Guy Carpenter”) as its President and Chief Executive Officer. This position currently reports to the President and Chief Executive Officer (the “Chief Executive Officer”) of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”, and together with its subsidiaries and affiliates, the “Company”). Your current principal work location is in New York, NY. The terms of this letter agreement are effective as of March 20, 2013.


1.	Duties and Responsibilities

You will continue to devote all of your attention and time during working hours to the affairs and business of Guy Carpenter and the Company and use your best efforts to perform such duties and responsibilities as shall be reasonably assigned to you by the Chief Executive Officer 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. Except for those boards or committees set forth on Exhibit A, 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 are 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

November 21, 2013

Alexander S. Moczarski

Page 2

base salary will be considered for adjustment in succeeding years as part of the Company’s normal performance management process.


b.	Vacation : You are entitled to 5 weeks of vacation annually, in accordance with our Company policy.

Annual Bonus : You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. 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, in accordance with the terms and conditions of the award. 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 Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date, but in no event later than March 15 of the year following the year for which such bonus is earned.

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 .

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 other 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 long-term incentive awards.


e.	Benefit Programs : You and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided

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Alexander S. Moczarski

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by Marsh & McLennan Companies, on such terms and conditions as are generally provided to similarly situated employees of Guy Carpenter and 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 continue to be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.


3.	Termination of Employment

You have been 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 the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that you are entitled 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

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Alexander S. Moczarski

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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

In consideration of and as a condition of your employment by Guy Carpenter as its President and Chief Executive Officer under the terms of this letter agreement, among other things, you agree to execute the attached Non-competition and Non-solicitation Agreement, which will supersede and terminate any and all previous agreements and understandings between you and the Company, whether written or oral, with respect to noncompetition or nonsolicitation restrictions.

5. Code of Conduct & Other Mandatory Training

As a condition of your employment by Guy Carpenter as its President and Chief Executive Officer, 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 training that the Company determines is appropriate for your position during the course of your employment.

6. Stock Ownership Guidelines

In consideration of and as a condition of your employment by Guy Carpenter as its President and Chief Executive Officer under the terms of this letter agreement, among other things, you will be required to acquire and maintain a meaningful ownership interest, in the form of shares or stock units, in the Company’s common stock. The ownership levels vary by position and are equal to a multiple of your base salary as set forth under the Company’s stock ownership guidelines. You will receive additional information concerning these stock ownership guidelines separately. The stock ownership guidelines can be found on the Company’s website ( www.mmc.com/about/ownershipGuidelines2006.pdf ).

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

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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 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. 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 Guy Carpenter or the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to “Guy Carpenter” or the “Company” throughout this letter agreement shall mean Guy Carpenter or the Company as hereinbefore defined and any successor to, or assignee of, 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, including without limitation, the Letter Agreement, effective as of April 20, 2011, between you and Marsh & McLennan Companies. For the avoidance of doubt, compensation that was paid or awarded to you prior to the effective date of this letter agreement will continue to be governed by the terms pursuant to which such compensation was paid or awarded.

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Alexander S. Moczarski

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d. Indemnification . The Company shall indemnify you to the extent permitted by its bylaws, as in effect on the date hereof, 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 Section 8(h) 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 Section 8(h), 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 offer letter and any other plan, award, arrangement or agreement between you and the Company in order to avoid or limit the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This Section 8(h) 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 offer letter or any other plan, award, arrangement or agreement between you and the Company.

Furthermore, and notwithstanding any contrary provision in this offer letter or any other plan, award, arrangement or agreement between you and the Company, to the extent necessary to

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Alexander S. Moczarski

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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.

Furthermore, and notwithstanding any contrary provision in this offer letter or in any other plan, award, arrangement or agreement between you and the Company that: (i) provides for the payment of nonqualified deferred compensation that is subject to Section 409A; and (ii) 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”) (any such plan, award, arrangement or agreement is a “Relevant Plan”):


(1)	if the Relevant Plan does not specify a period or provides for a period of more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall be no longer than 90 days following the event otherwise triggering the right to payment; and


(2)	if 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.

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.

November 21, 2013

Alexander S. Moczarski

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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 December 6.

Sincerely,

/s/ Daniel S. Glaser

Daniel S. Glaser

President and Chief Executive Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Alexander S. Moczarski

(Signature)

November 22, 2013

(Date)

November 21, 2013

Alexander S. Moczarski

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Exhibit A



Board or Committee Memberships	• British-American Business Association (BABA) • International Insurance Society (IIS) • Bayard
Annual Base Salary	$800,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Anticipated target bonus of $1,500,000 commencing with the 2013 performance year (awarded in 2014). Actual bonus may range from 0% - 200% of target, based on achievement of individual performance objectives, Guy Carpenter’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
Annual Target Long Term Incentive Opportunity	Long-term incentive awards are discretionary. Anticipated target grant date fair value of $1,250,000, commencing with the award made in 2014.

Exhibit 10.5

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

AGREEMENT, dated as of November 21, 2013, between Marsh & McLennan Companies, Inc. (”MMC”) and Alexander S. Moczarski, an employee of the Company (“Executive”). The terms of this Agreement are effective as of November 21, 2013.

R E C I T A L S :

This Agreement is entered into in consideration of the Executive’s continued employment by the Company as President and Chief Executive Officer of Guy Carpenter and Chairman, Marsh & McLennan Companies International, the Company’s execution of the November 21, 2013 Letter Agreement regarding his terms of employment, Executive’s eligibility for a discretionary bonus and other compensation as an employee of the Company, and Executive’s access to confidential information and trade secrets belonging to the Company. For the purposes of this Agreement, the term “Company” means MMC and/or any corporation, partnership, joint venture, limited liability company, or other entity in which MMC has a 10% or greater direct or indirect interest.

NOW, THEREFORE, the Company and 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 a senior executive and member of MMC’s Executive Committee, 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 concepts and structures, 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 characteristics related to the provision of services by the Company, client consulting needs and information about the consulting services provided or planned by the Company to serve such clients, client insurance policy information, 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 and officers, 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 practices; (vi) any information not included in (i) or (ii) above which Executive knows or should know is subject

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to a restriction on disclosure or which Executive knows or should know is considered by the Company's clients or prospective clients to be confidential, sensitive, proprietary or a trade secret or is not readily available to the public; or (vii) intellectual property, including inventions and copyrightable works. Confidential Information and Trade Secrets have actual or potential value because they are not generally known or available to the general public, but have been developed, compiled or acquired by the Company at its effort and expense and through the use of the Company’s resources. Confidential Information and Trade Secrets can be in any form, including but not limited to: oral, written or machine readable, including electronic files.

(b) Executive acknowledges and agrees that the Company is engaged in highly competitive businesses 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 effort and expense and through the use of the Company’s resources. 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 and loss of goodwill.

(c) At all times prior to and following Executive’s termination of employment, Executive shall not disclose to anyone or make use of any Confidential Information and Trade Secrets of the Company, which for the purposes of this Agreement, including such trade secret or proprietary or confidential information of any client, prospective client or other entity to which the Company owes an obligation not to disclose such information, which Executive acquires during Executive’s employment with the Company, 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 Executive’s work as an employee of the Company or any affiliate; (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 by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information (but only to the extent required by such requirement or order); or (iii) as to such confidential information that becomes generally known to the public or trade without the violation of this Agreement by Executive or by others under a duty of confidentiality to the Company.

(d) Immediately upon the termination of employment with the Company for any reason or no 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, hard drives, 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 and Trade Secrets and will cooperate with the Company in arranging to remove any electronic copies of such information from personal digital storage devices which Executive uses; 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 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 has retained no property of the Company or materials containing Confidential Information and Trade Secrets nor has he supplied the same to any person, except as required to carry out his duties as an employee of the Company.

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2. Assignment of Rights to Intellectual Property; Ownership of Copyrightable Works

(a) Executive agrees to assign and hereby does assign to the Company all Executive’s present and future right, title and interest in and to any intellectual property conceived, discovered, reduced to practice and/or made by Executive during the period of time that Executive is employed by the Company (whether before, on or after the date of this Agreement), whether such intellectual property was conceived, discovered and/or reduced to practice and/or made by Executive solely or jointly with others, on or off the premises of the Company’s business, or during or after working hours, if such intellectual property: (i) was conceived, discovered, reduced to practice and/or made with the Company’s facilities, equipment, supplies, confidential information, trade secrets or intellectual property; or (ii) relates to the Company’s current, or demonstrably anticipated or potential business activities, work or research; or (iii) results from work done or to be done by Executive or under Executive’s direction, alone or jointly, for the Company (“Intellectual Property”). Executive further acknowledges and agrees that such Intellectual Property as referred to herein belongs to the Company and that the Company may, in its sole discretion, keep such Intellectual Property and/or processes pertaining thereto, whether patentable or copyrightable or not, as trade secrets and make all decisions regarding whether and how to use such Intellectual Property and/or processes. Executive further agrees not to use or seek any commercial exploitation of or otherwise use any Intellectual Property transferred to the Company or required to be assigned under this Agreement for personal use.

(b) Executive acknowledges, agrees and intends that all copyrightable works Executive creates during the period of time that Executive is employed by the Company (whether before, on or after the date of this Agreement) and within the scope of Executive’s employment shall be considered to be “works made for hire” as defined under the U.S. Copyright Act, 17 U.S.C. §§ 101 et seq . (“Copyrightable Works”). Executive also acknowledges, agrees and intends that the Company will be deemed the author of all such works made for hire and the owner of all of the rights comprised in the copyright of such works. To the extent that any Copyrightable Works Executive creates within the scope of Executive’s employment or using the resources of the Company do not fully qualify as works made for hire, Executive agrees to assign and hereby does assign all such Copyrightable Works to the Company, including the right to sue for past, present, or future infringement.

(c) Executive agrees to: (i) promptly disclose such Intellectual Property and Copyrightable Works to the Company; (ii) assign to the Company, without additional compensation, the entire rights to Intellectual Property and Copyrightable Works for the United States and all foreign countries; (iii) execute all documents, certifications, and all other papers and do all acts necessary to carry out the above, including enabling the Company to file and prosecute applications for, acquire, ascertain and enforce in all countries, letters patent, trademark registrations and/or copyrights covering or otherwise relating to Intellectual Property and Copyrightable Works and to enable the Company to protect its proprietary interests therein; and (iv) give testimony in any action or proceeding to enforce rights in the Intellectual Property and Copyrightable Works.

(d) In the event the Company is unable for any reason, after reasonable effort, to secure Executive’s signature on any document needed in connection with the actions specified in this Section 2, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and on Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the same legal force and effect as if executed by Executive. Executive hereby assigns to the Company any and all claims, of any

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nature whatsoever, which Executive now or may hereafter have for infringement of any proprietary rights assigned or transferred hereunder to the Company.

(e) Executive understands and agrees: (i) no license or conveyance of any rights or warranty to Executive is granted or implied by the Company furnishing or disclosing any Intellectual Property or Copyrightable Works to Executive; and (ii) the Company shall retain whatever ownership and other proprietary rights it otherwise has in all Intellectual Property and Copyrightable Works.

3. Non-Competition

(a) Executive acknowledges and agrees that the Company is engaged in highly competitive businesses and that by virtue of Executive’s position and responsibilities with the Company and Executive’s access to 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 Executive’s employment with the Company and during the twelve (12) month period following the cessation of Executive’s employment with the Company, whether voluntarily or involuntarily and for any reason, Executive shall not, without the express written consent of the Chief Executive Officer of the Company, directly or indirectly engage in any activity - whether as an employee, consultant, principal, member, agent, officer, director, partner or shareholder (except as a less than 1% shareholder of a publicly traded company) - that is competitive with any business of the Company and that is conducted by the Company as of the date of the termination of the Executive’s employment. For purposes of this Agreement, the Company’s “business” means the provision of services and/or products of the type provided by the Company including but not limited to risk management, risk consulting, insurance broking, alternative risk financing, and insurance program management services; reinsurance broking and consulting, and risk assessment analytics; talent, health, benefits, retirement and investment consulting and services; and management and economic consulting. 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 Executive’s employment with the Company. This provision will not prohibit the Executive from being employed by an insurance or reinsurance carrier that is not engaged in activity that is competitive with any business of the Company.

4. Non-Solicitation/Non-Servicing of Clients

(a) Executive acknowledges and agrees that solely by reason of employment by the Company, Executive has and will come into contact with and develop and maintain relationships with a significant number of the Company’s clients and prospective clients and has and will 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 Executive’s employment with the Company, whether voluntarily or involuntarily and for any reason, Executive shall not, without the express written consent of the Chief Executive Officer of the Company, directly or indirectly: (i) solicit clients or prospective clients of the Company for the purpose of selling or providing products or services of the type sold or provided by Executive while employed by the Company; (ii) induce clients or prospective clients of the Company to terminate, cancel, not renew, or not place business with the Company; (iii) perform or supervise the performance of services or provision of products of the type sold or provided by Executive while

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he was employed by the Company on behalf of any clients or prospective clients of the Company; or (iv) assist others to do the acts specified in Sections 4(b) (i)-(iii). This restriction shall apply only to those clients or prospective clients of the Company with whom Executive had contact or about whom Executive obtained Confidential Information and Trade Secrets during the last two (2) years of Executive’s employment with the Company. For the purposes of this Section 4, the term “contact” means interaction between Executive and the client which takes place to further the business relationship, or making (or assisting or supervising the performance or provision 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 4, the term “contact” with respect to a “prospective” client means interaction between Executive and a potential client of the Company which takes place to obtain the business of the potential client on behalf of the Company. It shall not be a defense to a claim that this Section has been breached that Executive’s new employer or entity for which Executive is performing services has previously solicited or served the client.

5. Non-Solicitation of Employees

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, Executive has and will come into contact with and acquire Confidential Information and Trade Secrets regarding the Company’s other employees. Accordingly, during Executive’s employment with the Company and during the twelve (12) month period following the cessation of Executive’s employment with the Company or any affiliate, whether voluntarily or involuntarily and for any reason, Executive shall not, without the express written consent of the Chief Executive Officer of the Company, either on 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 Executive, during the last two (2) years of his employment with the Company, came into contact for the purpose of soliciting or servicing business or about whom Executive obtained Confidential Information and Trade Secrets, to leave employment with the Company.

6. Enforcement

(a) Executive acknowledges and agrees that the covenants contained in Sections 1, 2, 3, 4 and 5 of this Agreement are reasonable and necessary to protect the Confidential Information and Trade Secrets, business and goodwill of the Company and its subsidiaries. Executive further represents that his experience and capabilities are such that the provisions of this Agreement will not prevent him from earning a livelihood or cause undue hardship and that the covenants contained in Sections 1, 2, 3, 4 and 5 are reasonable in view of the benefits and consideration Executive has received or will receive from the Company.

(b) In recognition of the fact that irreparable harm will result to the Company in the event of any breach or anticipatory breach of Section 1, 2, 3, 4 or 5 of this Agreement by Executive, or Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, and that money damages may not provide adequate relief, 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 other equitable relief, and 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

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attorneys’ fees, expert witness fees, expenses and costs 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 contained in Section 4 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 4 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 Executive’s breach shall be two hundred percent (200%) of the gross commissions and fees received by the Company from such client during the twelve (12) months preceding the cessation of Executive’s 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 3, 4 and 5 hereof) shall not expire and shall be tolled during any period in which Executive is in violation of such restrictive periods, and therefore such restrictive periods shall be extended for a period equal to the duration of any violations thereof by Executive.

7. Employment At-Will

Executive understands that this Agreement does not constitute a contract of employment and does not promise or imply that his employment will continue for any period of time. Unless otherwise agreed to under any employment agreement between 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 Executive or the Company at any time, with or without cause, and with or without notice.

8. Miscellaneous

(a) Governing Law; Choice of Forum. The parties acknowledge that MMC and its operating companies are headquartered in New York, that senior members of the leadership team of the Company are based in New York, and that breach of this Agreement will cause injury in New York. 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, agree that any action or proceeding with respect to this Agreement and Executive’s employment shall be brought exclusively in the Civil Court of the City of New York, New York County, or 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 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

Page 7

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 and Trade Secrets may be jeopardized. Consequently, Executive agrees that all issues of fact shall be severed for trial without a jury.

(b) 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.

(c) Modification; Agreement to Enter into Additional Agreements. No modification of this Agreement shall be valid unless made in a written or electronic instrument signed by both parties hereto, wherein specific reference is made to this Agreement. Should Executive move to a different state or jurisdiction while employed by the Company or upon written request of the Company, Executive agrees to sign, without further consideration, upon direction by the Company, such further writings to effectuate the provisions of this Agreement as necessary to comply with applicable law. Executive’s failure to sign such additional agreements shall constitute a breach of this Agreement.

(d) Non-Waiver. The failure of either the Company or 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 Executive must be in a written or electronic instrument signed by either Executive, if Executive is seeking to waive any of his 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.

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

(f) Other Agreements. This Agreement contains the entire agreement between Executive and the Company with respect to non-competition and non-solicitation restrictions, and supersedes and terminates any and all previous such agreements and understandings between Executive and the Company, whether written or oral, with respect to noncompetition or nonsolicitation restrictions. If the non-competition and non-solicitation restrictions contained in this Agreement are ruled invalid for any reason by a court of competent jurisdiction, then the non-competition and non-solicitation restrictions contained in any and all previous agreements shall be revived. 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.

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



/s/ Daniel S. Glaser	/s/ Alexander S. Moczarski
Daniel S. Glaser	Alexander S. Moczarski
President and Chief Executive Officer
Marsh & McLennan Companies, Inc.

Exhibit 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries

Ratio of Earnings to Fixed Charges

(In millions, except ratios)



	Three Months Ended March 31, 2014		Years Ended December 31,
	(Unaudited)			2013		2012		2011		2010		2009
Earnings
Income before income taxes	$	649		$	1,973	$	1,696	$	1,404	$	769	$	552
Interest expense	42			167		181		199		233		241
Portion of rents representative of the interest factor	36			134		139		143		140		132
	$	727		$	2,274	$	2,016	$	1,746	$	1,142	$	925
Fixed Charges
Interest expense	$	42		$	167	$	181	$	199	$	233	$	241
Portion of rents representative of the interest factor	36			134		139		143		140		132
	$	78		$	301	$	320	$	342	$	373	$	373
Ratio of Earnings to Fixed Charges	9.3			7.6		6.3		5.1		3.1		2.5

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, 2014	/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”);

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, 2014	/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, 2014 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, 2014	/s/ Daniel S. Glaser
		Daniel S. Glaser
		President and Chief Executive Officer



Date:	May 8, 2014	/s/ J. Michael Bischoff
		J. Michael Bischoff
		Chief Financial Officer