MARSH & MCLENNAN COMPANIES, INC. (Form: 10-K, Received: 02/27/2009 15:34:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission File No. 1-5998

Marsh & McLennan Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

36-2668272

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

1166 Avenue of the Americas

New York, New York 10036-2774

(Address of principal executive offices; Zip Code)

(212) 345-5000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Stock, par value $1.00 per share		New York Stock Exchange
		Chicago Stock Exchange
		London Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x . No ¨ .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ . No x .

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 x . No ¨ .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ .

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 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 x .

As of June 30, 2008, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $13,534,370,893 based on the average of the high and low prices as reported on the New York Stock Exchange.

As of February 20, 2009, there were outstanding 514,983,929 shares of common stock, par value $1.00 per share, of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Marsh & McLennan Companies, Inc.’s Notice of Annual Meeting and Proxy Statement for the 2009 Annual Meeting of Stockholders (the “2009 Proxy Statement”) are incorporated by reference in Part III of this Form 10-K.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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,” “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: market and industry conditions, including competitive and pricing trends; 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 MMC’s revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension obligations; 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:

the impact of current financial market conditions on our results of operations and financial condition;

the potential impact of legislative, regulatory, accounting and other initiatives which may be taken in response to the current financial crisis;

our ability to meet our financing needs by generating cash from operations and accessing external financing sources, including the impact of current economic conditions on our cost of financing or ability to borrow;

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;

the impact on our net income caused by fluctuations in foreign exchange rates;

the potential impact of changes in interest rates and increased counterparty risk in the current economic environment;

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 risk and insurance services commission revenues of changes in the availability of, and the premiums insurance carriers charge for, insurance and reinsurance products, including the impact on premium rates and market capacity attributable to catastrophic events;

the extent to which we retain existing clients and attract new business, and our ability to incentivize and retain key employees;

the challenges we face in achieving profitable revenue growth and improving operating margins at Marsh;

the impact on our consulting segment of pricing trends, utilization rates, the general economic environment and legislative changes affecting client demand;

the impact of competition, including with respect to pricing, the emergence of new competitors, and the fact that many of Marsh’s competitors are not constrained in their ability to receive contingent commissions;

our exposure to potential liabilities arising from errors and omissions claims against us, including claims of professional negligence in providing actuarial services, such as those alleged by the Alaska Retirement Management Board and Milwaukee County against Mercer;

the ultimate economic impact on MMC of contingencies described in the notes to our financial statements, including the risk of a significant adverse outcome in the shareholder lawsuit against MMC concerning the late 2004 decline in MMC’s share price;

the potential impact of consolidation in the industries we serve, particularly in the reinsurance industry;

our ability to successfully obtain payment from our clients of the amounts they owe us for work performed;

the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our businesses and the possibility of conflicting regulatory requirements across the jurisdictions in which we do business;

our exposure to potential criminal sanctions or civil remedies if we fail to comply with foreign and U.S. laws and regulations that are applicable to our international operations, including import and export requirements, U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to government officials;

our ability to make strategic acquisitions and dispositions and to integrate, and realize expected synergies, savings or strategic benefits from, the businesses we acquire;

our ability to successfully recover should we experience a disaster or other business continuity problem;

changes in applicable tax or accounting requirements; and

potential income statement effects from the application of FIN 48 (“Accounting for Uncertainty in Income Taxes”) and SFAS 142 (“Goodwill and Other Intangible Assets”), including the effect of any subsequent adjustments to the estimates MMC uses in applying these accounting standards.

The factors identified above are not exhaustive. MMC and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, MMC cautions readers not to place undue reliance on its forward-looking statements, which speak only as of the dates on which they are made. MMC 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 MMC and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in MMC’s filings with the Securities and Exchange Commission, including the “Risk Factors” section in Part I, Item 1A of this report.

Table of Contents


Information Concerning Forward-Looking Statements		i

PART I

Item 1 —	Business	1

Item 1A —	Risk Factors	14

Item 1B —	Unresolved Staff Comments	23

Item 2 —	Properties	24

Item 3 —	Legal Proceedings	24

Item 4 —	Submission of Matters to a Vote of Security Holders	24

PART II

Item 5 —	Market for MMC’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25

Item 6 —	Selected Financial Data	26

Item 7 —	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 7A —	Quantitative and Qualitative Disclosures About Market Risk	45

Item 8 —	Financial Statements and Supplementary Data	46

Item 9 —	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	91

Item 9A —	Controls and Procedures	91

Item 9B —	Other Information	93

PART III

Item 10 —	Directors, Executive Officers and Corporate Governance	94

Item 11 —	Executive Compensation	94

Item 12 —	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94

Item 13 —	Certain Relationships and Related Transactions, and Director Independence	94

Item 14 —	Principal Accounting Fees and Services	94

PART IV

Item 15 —	Exhibits, Financial Statement Schedules	95

Signatures

iii

MARSH & McLENNAN COMPANIES, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2008

PART I

ITEM 1. BUSINESS.

References in this report to “we”, “us” and “our” are to Marsh & McLennan Companies, Inc. (“MMC”) and one or more of its subsidiaries, as the context requires.

GENERAL

MMC is a global professional services firm providing advice and solutions 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; Oliver Wyman Group, the management consultancy; and Kroll, the risk consulting firm. With approximately 54,000 employees worldwide and 2008 consolidated revenue exceeding $11.5 billion, MMC provides analysis, advice and transactional capabilities to clients in more than 100 countries.

MMC conducts business through three operating 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 primarily through Marsh and Guy Carpenter.

Consulting includes human resource consulting and related outsourcing and investment services, and specialized management and economic consulting services. We conduct business in this segment through Mercer and Oliver Wyman Group.

Risk Consulting and Technology includes risk consulting and related investigative, intelligence, financial, security and technology services. We conduct business in this segment through Kroll.

We describe our operating segments in further detail below. We provide financial information about our segments in our consolidated financial statements included under Part II, Item 8 of this report.

OUR BUSINESSES

Risk and Insurance Services

Risk and Insurance Services, comprising Marsh and Guy Carpenter , is MMC’s largest business segment. This segment generated 47% of MMC’s total operating segment revenue in 2008 and employs approximately 26,900 colleagues worldwide.

Marsh

Marsh is a world leader in delivering risk and insurance services and solutions to its clients. From its founding in 1871 to the present day, Marsh has provided thought leadership and innovation for clients and the insurance industry—introducing and promoting the concept and practice of client representation through brokerage, the discipline of risk management, the globalization of insurance and risk management services and many other new tools and service platforms.

Marsh generated approximately 40% of MMC’s total operating segment revenue in 2008. More than 24,000 Marsh colleagues provide risk management, risk consulting, insurance broking, alternative risk financing, and insurance program management services to a wide range of businesses, government entities and professional service organizations around the world in more than 100 countries. Marsh’s clients vary by size, industry, geography and risk exposures.

Insurance Broking and Risk Consulting

In its main insurance broking and risk consulting business, Marsh employs a team approach to address clients’ risk management and insurance needs. Each client relationship is coordinated by a client executive who draws from the many industry and risk specialties within Marsh to assemble the resources needed to analyze, measure and assist a client in managing its various risks. Product and service offerings include program design and placement, post-placement program support and administration, claims advocacy, and a wide array of risk analysis and risk management consulting services. Services are organized and provided in three distinct business segments: Large Organizations, Mid-Size Organizations and Small & Medium Enterprise Organizations.

Large Organizations . Marsh’s Global Risk Management (GRM) Practice focuses on clients with a broad footprint, including U.S.-based entities with global operations or international companies with U.S. exposures and insurance program elements. Generally, these clients have highly complex insurance and risk funding program needs, with a wide array of risk management consulting requirements. Marsh serves its more than 3,000 GRM clients using a global service model that provides customized solutions embracing risk transfer, risk mitigation and risk retention brokerage and consulting services. GRM includes the Multinational Practice, which specializes in the delivery of all multinational products and services, with a particular focus on programs that require the combination and coordination of global and local components. Colleagues in this practice specialize in understanding and prioritizing the local country and worldwide risk issues and needs of each client’s business, such as those arising from the local regulatory and legal environment.

Mid-Size Organizations . Clients served in this segment (known as “National Brokerage” in the United States) are mid-size firms whose needs vary depending on industry, size, geography and the competitive environment in which they operate. Many of these clients do not have full-time risk managers and thus look to Marsh to provide the expertise, advice and solutions required by firms in their particular industries. Marsh colleagues help these clients develop tailored solutions for their operational and risk management needs, and coordinate all client program service and support activities. Marsh brokers provide these clients with insurance program placement, ongoing technical advice, and management of insurance market relationships.

Small & Medium Enterprise Organizations. The small and medium enterprise (SME) sector is the fastest growing segment of many economies around the world, and its constituent organizations generally have special needs for efficient risk management. These clients demand service excellence and tend to rely heavily on programs and prepackaged products and solutions.

In 2008, Marsh established the Marsh & McLennan Agency to service small to middle market organizations that tend to be U.S.-based firms with little overseas insurance needs. The Agency is targeted to customers who seek market knowledge, experience and expertise in a streamlined manner at competitive prices, and who do not require highly customized product adaptations. The Agency will offer Commercial Property, Casualty, Directors & Officers Liability, Surety, Employee Benefits and Personal Lines products through a dedicated sales and service force in retail locations across the United States.

Risk, Specialty and Industry Practices

In further support of its clients’ strategic, operational and risk management objectives, Marsh provides consultative advice, brokerage and claims advocacy services through dedicated global Risk, Specialty and Industry Practices in the areas listed below. For both large and mid-size organizations, Practice colleagues apply their hands-on working knowledge of clients’ industry sectors, and the unique environments in which they operate, to help facilitate the requisite breadth of coverage and to reduce cost of risk.


*Risk & Specialty Practices*		*Industry Practices*

¡ Aviation & Aerospace ¡ Captive Solutions ¡ Casualty ¡ Claims ¡ Energy ¡ Environmental ¡ Financial and Professional (FINPRO) ¡ Marsh Risk Consulting (MRC) ¡ Marine ¡ Marsh Transaction Services Group (MTSG) ¡ Political Risk/Trade Credit ¡ Property ¡ Surety		¡ Agriculture & Fisheries ¡ Automotive ¡ Chemicals ¡ Communications, Media and Technology ¡ Construction ¡ Education ¡ Financial Institutions ¡ Forestry, Pulp & Paper ¡ Healthcare ¡ Hospitality & Gaming ¡ Life Sciences ¡ Manufacturing ¡ Mining, Metals & Minerals ¡ Power & Utilities ¡ Public Entities ¡ Real Estate ¡ Retail/Wholesale ¡ Sports, Entertainment & Events ¡ Transportation

Bowring Marsh

Bowring Marsh was established in 2008 to respond to clients’ growing needs and marketplace opportunity, specializing as an international placement broker for Property (including terrorism) and Casualty risks. Bowring Marsh utilizes placement expertise in major international insurance market hubs (including Bermuda, Dublin, London, Miami, Singapore and Zurich) and an integrated global network to secure advantageous terms and conditions for its clients throughout the world.

Global Consumer—Affinity & Private Client Solutions

In addition to its main risk management and broking practices described above, Marsh operates a global consumer business that designs, sells, implements and administers insurance-related risk management and financial service programs for sponsoring clients and high-net-worth individuals. These programs include group product warranties, professional liability coverage, personal property and liability coverage, business owner protection, and other security-related products. Marsh professionals in this business provide consulting, broking, product and program design, marketing and administration or program management services to client sponsoring organizations, including employer groups, associations, financial institutions, membership organizations, corporate and other product and service providers. Other areas of the Consumer business include:

Private Client Solutions : offers high-net-worth individuals, families and their advisors a single source solution to manage their complete spectrum of risk, uphold their current quality of life and preserve their legacy. This business also offers key-person and executive benefit programs to organizations.

Business Process Outsourcing Solutions : provides comprehensive, “private label” back-office operational and marketing support services to leading insurers, financial institutions and other service businesses.

Commercial Solutions : offers standardized insurance programs and administrative support—for both individual and commercial insurance products—to small businesses and franchise operations.

Risk Advice and Consulting

Marsh Risk Consulting (MRC) is a global organization comprised of consulting specialists dedicated to providing clients with advice and solutions across a comprehensive range of insurable and non-insurable risk issues, such as restructuring, acquisitions, product safety, patient safety, business interruption, supply chain, governance, workforce, intellectual property valuation and reputation. MRC helps clients identify exposures, assess critical business functions and evaluate existing risk treatment practices and strategies. MRC provides client services in five main areas of exposure:

Business/Enterprise Risk : provides risk modeling and assessments, enterprise risk management, risk management optimization and reputational risk and crisis management.

Claims and Litigation Support : provides support and solutions to clients to assist in managing claim portfolios and resolving insured and uninsured losses and disputes of all kinds, as well as calculating losses and asset valuations. As of January 1, 2009, this group includes Kroll’s former valuation services practice.

Operational Risk Management : provides an integrated approach to managing and optimizing the impact of operational risks such as those associated with property (including natural hazards), supply chain, business continuity, and products (including recalls).

Human Capital : assists in protecting the quality of clients’ operational processes and the health and safety of their employees, focusing on issues such as absenteeism, safety and ergonomic programs and employment practices.

Risk Technologies : provides software and services to help clients manage, collect, analyze and report on the data and workflow associated with risk, insurance, claims and legal matters within their organizations.

Captive Solutions

Operating from offices in 30 captive domiciles, along with consulting expertise residing in Marsh brokerage offices worldwide, Captive Solutions serves more than 1,100 captive facilities, including single-parent captives, reinsurance pools, risk retention groups and others. The Practice includes the Captive Advisory group—a consulting arm that performs captive feasibility studies and helps to structure and implement captive solutions, and Captive Management—an industry leader in managing captive facilities, providing administrative, consultative and insurance-related services.

Schinnerer Group

As one of the largest underwriting managers of professional liability and specialty insurance programs in the United States, Victor O. Schinnerer provides risk management and insurance solutions to clients through a network of 7,500 licensed brokers.

This group includes the ENCON Group Inc., a leading managing general agent in Canada. ENCON offers professional liability and construction insurance, as well as group and retiree benefits programs for individuals, professionals, organizations and businesses, through a national network of licensed insurance brokers and plan advisors.

Marsh Client Technologies

Marsh Client Technologies comprises MarshConnect, Marsh’s global client technology interface, and CS STARS, a leading provider of risk and claims management systems and related data services. MarshConnect provides Marsh clients with real-time information regarding their insurance portfolios and a broad range of risk and insurance market intelligence and research tools. The portal also provides a mutual workspace that facilitates information sharing and management between the Marsh account team and the client.

CS STARS serves the technology needs of risk management professionals, as well as insurance carriers and third-party administrators, through integrated software and services that support risk management, claims administration, compliance management, bill review, and data management.

Guy Carpenter

Guy Carpenter generated 7% of MMC’s total operating segment revenue in 2008. More than 2,200 Guy Carpenter professionals create and execute reinsurance and risk management solutions for clients worldwide, by providing risk assessment analytics, actuarial services, highly specialized product knowledge and trading relationships with reinsurance markets. Client services also include contract and claims management and fiduciary accounting. Run-off services and other reinsurance and insurance administration solutions are offered through Guy Carpenter affiliates on a fee basis.

Acting as a broker or intermediary on all classes of reinsurance, Guy Carpenter places two main types of property and casualty reinsurance: treaty reinsurance, which involves the transfer of a portfolio of risks; and facultative reinsurance, which entails the transfer of part or all of the coverage provided by a single insurance policy.

Guy Carpenter provides reinsurance services in a broad range of specialty practice areas, including accident and health, agriculture, aviation, casualty clash (losses involving multiple policies or insureds), construction and engineering, excess and umbrella life, marine, medical, political risk and trade credit, professional liability, property, retrocessional reinsurance (reinsurance between reinsurers ) , surety, terror risk and workers compensation. Guy Carpenter also offers clients alternatives to traditional reinsurance, including industry loss warranties and, through its affiliates, capital markets alternatives such as transferring catastrophe risk through the issuance of risk-linked securities.

In addition, Guy Carpenter provides its clients with numerous reinsurance-related services, such as actuarial, enterprise risk management, financial and regulatory consulting, portfolio analysis and advice on the efficient use of capital. Guy Carpenter’s Instrat ^® unit delivers advanced risk assessment analytics, catastrophe modeling and exposure management tools to assist clients in the reinsurance decision-making process.

Guy Carpenter offers run-off services for inactive clients in North America and elsewhere through Reinsurance Solutions LLC and Reinsurance Solutions Limited, respectively. These affiliates also offer reinsurance and insurance administration solutions on a fee basis.

Compensation for Services in Risk and Insurance Services

Marsh and Guy Carpenter are compensated for brokerage and consulting services primarily through fees paid by clients and commissions paid out of premiums charged by insurance and reinsurance companies. Commission rates vary in amount depending upon the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer, the capacity in which the broker acts

and negotiations with clients. Marsh and Guy Carpenter receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others.

For a more detailed discussion of revenue sources and factors affecting revenue in our Risk and Insurance Services segment, see Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of this report.

Consulting

Consulting is MMC’s second-largest business segment, generating 45% of total operating segment revenue in 2008 and employing approximately 23,000 colleagues worldwide. MMC conducts business in this segment through Mercer and Oliver Wyman Group .

Mercer

With more than 19,000 professionals active in 41 countries, Mercer is a leading global provider of human resource consulting and related outsourcing and investment services. Clients include a majority of the companies in the Fortune 1000 and FTSE 100, as well as medium- and small-market organizations. Mercer generated 31% of MMC’s total operating segment revenue in 2008.

Mercer operates in the following areas:

Retirement, Risk & Finance Consulting. Mercer provides a wide range of strategic and compliance-related retirement services and solutions to corporate, governmental and institutional clients. Mercer assists clients worldwide in the design and governance of defined benefit, defined contribution and hybrid retirement plans. Mercer’s financial approach to retirement services enables clients to consider the benefits, accounting, funding and investment aspects of plan design and management in the context of business objectives and governance requirements.

Health & Benefits. In its health & benefits business, Mercer assists public and private sector employers in the design, management and administration of employee health care programs; compliance with local benefits-related regulations; and the establishment of health and welfare benefits coverage for employees. Mercer provides advice and solutions to employers on: total health management strategies; global health brokerage solutions; vendor performance and audit; life and disability management; and measurement of healthcare provider performance. These services are provided through traditional consulting as well as commission-based brokerage services in connection with the selection of insurance companies and healthcare providers.

Other Consulting Lines. Mercer’s human capital business advises organizations on the engagement, management and rewarding of employees; the design of executive remuneration programs; and improvement of human resource (HR) effectiveness.

Through proprietary survey data and decision support tools, Mercer’s information products solutions business provides clients with human capital information and analytical capabilities to improve strategic human capital decision making.

Mercer’s communication business helps clients to plan and implement HR programs and other organizational change in order to maximize employee engagement, drive desired employee behavior and achieve improvements in business performance.

Outsourcing. Through its outsourcing business, Mercer provides benefits administration services to clients globally. By delivering services across benefit domains and international borders, Mercer helps clients more efficiently manage their employee benefits programs. Mercer’s outsourcing business offers total benefits outsourcing, including administration and delivery for wealth, health and flexible benefits; total retirement outsourcing, including administration and delivery for retirement benefits; and stand-alone services for defined benefit administration, defined contribution administration, health benefits administration and flexible benefits programs.

Investment Consulting & Management. Mercer provides investment consulting services to the fiduciaries of pension funds, foundations, endowments and other investors in more than 35 countries.

Mercer advises clients on all stages of the institutional investment process, from strategy, structure and implementation to ongoing portfolio management.

Mercer’s investment management business provides multi-manager investment solutions, primarily for retirement plan assets, to institutional investors (such as retirement plan sponsors and trustees), and to individual investors (primarily through the inclusion of funds managed by Mercer on affiliated and third party defined contribution and financial advice platforms). These solutions include “one-stop” investment advisory and asset management solutions for plan sponsors, bundled services for frozen defined benefit plans utilizing our expertise in liability-driven investment and actuarial techniques, and personal wealth solutions. The investment management business offers a diverse range of investment options to meet a full spectrum of risk/return preferences and manages investment vehicles across a range of investment strategies in four geographic regions (US, Canada, Europe and Australia/New Zealand). As of December 31, 2008, Mercer’s investment management business had assets under management of more than $15.5 billion worldwide.

Oliver Wyman Group

With approximately 4,000 professionals based in 22 countries, Oliver Wyman Group delivers advisory services to clients through three operating units, each of which is a leader in its field: Oliver Wyman; Lippincott; and NERA Economic Consulting. Oliver Wyman Group generated 13% of MMC’s total operating segment revenue in 2008.

Oliver Wyman is a leading global management consulting firm. Oliver Wyman’s consultants specialize by industry and functional area, allowing clients to benefit from both deep sector knowledge and specialized expertise in strategy, operations, risk management, organizational transformation, and leadership development. Industry groups include:

Automotive;

Aviation, Aerospace and Defense;

Communications, Media and Technology;

Energy;

Financial services, including corporate and institutional banking, insurance, and retail and business banking;

Industrial products and services;

Health and life sciences;

Retail and consumer products; and

Surface transportation.

Oliver Wyman overlays its industry knowledge with expertise in the following functional specializations:

Business Transformation . Oliver Wyman advises clients who face major strategic discontinuities and risks on business model transformation.

Delta Organization & Leadership . The Delta business provides consulting services and customized programs to help CEOs and other senior corporate leaders improve their individual and organizational capabilities. Services include organizational design and transformation; enterprise leadership and board effectiveness; and the Executive Learning Center, which provides customized executive education programs to help organizations develop the leaders they need to compete and grow.

Finance and Risk . Oliver Wyman works with CFOs and other senior finance and risk management executives of leading corporations and financial institutions to help them meet the challenges presented by their evolving roles and the needs of their organizations. Key areas of focus include risk, capital and performance measurement; performance and value-

based management; and risk governance amid regulatory changes. Oliver Wyman also offers actuarial consulting services to public and private enterprises, self-insured group organizations, insurance companies, government entities, insurance regulatory agencies and other organizations.

Marketing and Sales . Oliver Wyman advises leading firms in the areas of offer/pricing optimization; product/service portfolio management; product innovation; marketing spend optimization; value-based customer management; and sales & distribution model transformation.

Operations and Technology . Oliver Wyman offers market-leading IT organization design, IT economics management, Lean Six Sigma principles and methodologies, and sourcing expertise to clients across a broad range of industries.

Strategy . Oliver Wyman is a leading provider of corporate strategy advice and solutions in the areas of growth strategy and corporate portfolio; non-organic growth and M&A; performance improvement; business design and innovation; corporate center and shared services; and strategic planning.

Lippincott is a brand strategy and design consulting firm which advises corporations around the world in a variety of industries on corporate branding, identity and image. Lippincott has helped create some of the world’s most recognized brands.

NERA Economic Consulting provides economic analysis and advice to public and private entities to achieve practical solutions to highly complex business and legal issues arising from competition, regulation, public policy, strategy, finance and litigation. NERA professionals operate worldwide assisting clients including corporations, governments, law firms, regulatory agencies, trade associations, and international agencies. NERA’s specialized practice areas include: antitrust; securities; complex commercial litigation; energy; environmental economics; network industries; intellectual property; product liability and mass torts; and transfer pricing.

Compensation for Services in Consulting

Mercer and the Oliver Wyman Group businesses are compensated for advice and services primarily through fees paid by clients. Mercer’s health & benefits business is compensated through commissions from insurance companies for the placement of insurance contracts (comprising more than half of the revenue in the health & benefits business) and consulting fees. Mercer’s discretionary investment management business and certain of Mercer’s defined contribution administration services are compensated typically through fees based on assets under administration and/or management. For a more detailed discussion of revenue sources and factors affecting revenue in the Consulting segment, see Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of this report.

Risk Consulting & Technology

MMC’s Risk Consulting and Technology segment, which conducts business through Kroll , generated 9% of MMC’s total operating segment revenue in 2008.

Kroll is the world’s leading risk intelligence company. With approximately 3,900 colleagues in 30 countries, Kroll provides a wide range of consulting-based services and technology-enabled solutions to a global client base of law firms, financial institutions, corporations, non-profits, government agencies and individuals. During 2008, this segment also included the Corporate Advisory & Restructuring Group (CARG), which provided advice to stakeholders in financially-troubled companies. In the fourth quarter of 2008, MMC sold the restructuring businesses comprising this group to their senior executives in separate leveraged buyout transactions.

Consulting Services. Kroll’s Consulting Services Group helps clients mitigate business, financial and physical risks to facilitate the achievement of their legal, operational and financial objectives.

Kroll’s business intelligence and investigations unit provides: reputational due diligence associated with investments and transactions; information gathering and analysis; investigative services; litigation support; assistance in locating misappropriated assets; and programs to protect intellectual property, prevent money laundering and ensure the integrity of vendors.

Kroll’s financial advisory services unit provides forensic accounting and litigation consulting to help clients uncover fraud, comply with securities and corporate governance regulations and assess financial damages for insurance claims and litigation. Through 2008, this unit also included a valuation services practice; this business was transferred to Marsh Risk Consulting in January 2009.

Kroll’s security services operation serves clients worldwide, including multinational corporations, government agencies, high-net-worth individuals, architectural firms, and private and public sector organizations. Services include: security consulting; architectural security engineering; executive protection; high risk environment intelligence and protective services; and crisis response programs. Kroll also conducts security clearance investigations of government personnel and monitors law enforcement agencies and other public and private entities’ compliance with federal consent decrees and other government mandates.

Litigation Support and Data Recovery . Kroll’s Litigation Support and Data Recovery unit provides its services through Kroll Ontrack. Kroll Ontrack provides technology-driven services and software to help legal, corporate and governmental entities, as well as consumers, recover, search, analyze, produce and present electronic data efficiently and cost-effectively. These services are provided to organizations and individuals in the United States, Canada, Europe and Asia. In addition to its award-winning suite of software, Kroll Ontrack provides data recovery, advanced search, electronic and paper discovery, computer forensics, electronically stored information (“ESI”) consulting and trial consulting and presentation services.

Background Screening. Kroll’s Background Screening companies provide organizations with comprehensive screening services that help them make informed choices in such critical areas as employment, lending, vendor selection, investment placement and academic institutional admissions. It also provides data breach incident management – including identity theft solutions for individuals.

Kroll Background Screening provides employment screening and substance abuse testing to corporate, institutional and government clients in the United States, Canada, Europe, Asia and Africa. Through its Fraud Solutions practice, it helps organizations and individuals address each phase of personal data theft detection and mitigation, from pre-breach preparedness, risk assessment and planning to post-event customer communication, investigation and resolution.

Kroll Factual Data offers credit-related information services to mortgage and consumer lending businesses, property management firms and governmental organizations in the United States.

Compensation for Services in Risk Consulting and Technology

Kroll receives compensation in the form of fees paid by clients. These fees are typically earned on an hourly, project, fixed fee or per-unit basis. For a more detailed discussion of revenue sources and factors affecting revenue in our Risk Consulting & Technology segment, see Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of this report.

Regulation

MMC’s activities are subject to licensing requirements and extensive regulation under United States federal and state laws, as well as laws of other countries in which MMC’s subsidiaries operate. See Part I, Item 1A (“Risk Factors”) below for a discussion of how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our businesses.

Risk and Insurance Services . While laws and regulations vary from location to location, every state of the United States and most foreign jurisdictions require insurance market intermediaries and related service providers (such as insurance brokers, agents and consultants, reinsurance brokers,

managing general agents and third party administrators) to hold an individual and/or company license from a governmental agency or self-regulatory organization. Some jurisdictions issue licenses only to individual residents or locally-owned business entities; in this case, if MMC has no licensed subsidiary, we may maintain arrangements with residents or business entities licensed to act in such jurisdiction.

Beginning in January 2005, all European Union member states were required to implement the Insurance Mediation Directive. This Directive aims to apply consistent minimum professional standards to insurance intermediaries, including a licensing system based on an assessment of factors such as professional competence, financial capacity and professional indemnity insurance. As member states of the European Union adopt regulations to comply with the Directive, our insurance intermediary operations in the European Union have become subject to enhanced regulatory requirements. In January 2005, as part of the implementation of the Directive in the United Kingdom, the power and responsibilities of the Financial Services Authority, or FSA, were expanded to include regulation of insurance and reinsurance intermediaries in the United Kingdom.

Insurance authorities in the United States and certain other jurisdictions in which MMC’s subsidiaries do business, including the FSA in the United Kingdom, also have enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others. These laws and regulations typically provide for segregation of these fiduciary funds and limit the types of investments that may be made with them.

Certain of MMC’s Risk and Insurance Services activities are governed by other regulatory bodies, such as investment, securities and futures licensing authorities. In the United States, Marsh and Guy Carpenter use the services of MMC Securities Corp., a U.S.-registered broker-dealer and investment advisor, member FINRA/SIPC, primarily in connection with investment banking-related services and advising on alternative risk financing transactions. Also in the United States, Marsh uses the services of Interlink Securities Corp., primarily in connection with variable insurance products. Guy Carpenter provides advice on securities or investments in the European Union through MMC Securities (Europe) Ltd. (formerly GC Securities Ltd.), which is authorized and regulated by the FSA. Marsh receives investment management services in the European Union from another MMC subsidiary, Marsh Investment Service Limited, which is also regulated by the FSA. MMC Securities Corp., Interlink Securities Corp. and MMC Securities (Europe) Ltd. are indirect, wholly-owned subsidiaries of MMC.

In some jurisdictions, insurance-related taxes may be due either directly from clients or from the insurance broker. In the latter case, the broker customarily looks to the client for payment.

Consulting . Certain of Mercer’s retirement-related consulting services are subject to pension law and financial regulation in many countries, including by the Securities and Exchange Commission, or SEC, in the United States and the FSA in the United Kingdom. In addition, the trustee services, investment services (including advice to individuals on the investment of personal pension assets and assumption of discretionary investment management responsibilities) and retirement and employee benefit program administrative services provided by Mercer and its subsidiaries and affiliates are subject to investment and securities regulations in various jurisdictions. The benefits insurance consulting and brokerage services provided by Mercer and its subsidiaries and affiliates are subject to the same licensing requirements and regulatory oversight as the insurance market intermediaries described above regarding our Risk and Insurance Services businesses. In the United States, Mercer and Oliver Wyman Group use the services of MMC Securities Corp. primarily in connection with the sale of retirement and employee benefit plans, and investment banking services, respectively.

Risk Consulting & Technology . Certain of Kroll’s risk consulting and investigative activities are licensed and regulated at the federal, state and local level in the United States and abroad. Many of these activities also involve the use of data from outside sources, including third party vendors and governmental records. As a result, changes in existing, or the implementation of new laws and regulations, particularly relating to privacy, could interfere with Kroll’s historical access to and use of such data. Substance abuse testing laboratories operated by a Kroll subsidiary are certified on the federal level and licensed in a number of states.

Competitive Conditions

MMC faces strong competition in all of its businesses from providers of similar products and services. MMC also encounters strong competition throughout its businesses from both public corporations and private firms in attracting and retaining qualified employees. In addition to the discussion below, see “Risks Relating to MMC Generally –Competitive Risks,” in Part I, Item 1A of this report.

Risk and Insurance Services . MMC’s combined insurance and reinsurance services businesses are global in scope. The principal bases upon which our insurance and reinsurance businesses compete include the range, quality and cost of the services and products provided to clients. MMC encounters strong competition from other insurance and reinsurance brokerage firms that operate on a nationwide or worldwide basis, from a large number of regional and local firms in the United States, the European Union and elsewhere, from insurance and reinsurance companies that market and service their insurance products without the assistance of brokers or agents and from other businesses, including commercial and investment banks, accounting firms and consultants, that provide risk-related services and products. Although the major global insurance brokerage firms against whom Marsh competes have, like us, stopped using contingent commission arrangements, many specialist, regional and local firms have not done so. The continuing acceptance of contingent commission revenue by certain of Marsh’s competitors may provide them greater pricing flexibility and put Marsh at a competitive disadvantage.

Certain insureds and groups of insureds have established programs of self insurance (including captive insurance companies) as a supplement or alternative to third-party insurance, thereby reducing in some cases their need for insurance placements. There are also many other providers of affinity group and private client services, including specialized firms, insurance companies and other institutions.

The continuing impact of legal and regulatory proceedings concerning our insurance brokerage operations also could affect Marsh’s competitive position. These proceedings are discussed in more detail in Note 16 to the consolidated financial statements included under Part II, Item 8 of this report. Please also read our discussion of the risks associated with these proceedings and their impact under Part I, Item 1A (“Risk Factors”) below.

Consulting . MMC’s consulting and HR outsourcing businesses face strong competition from other privately and publicly held worldwide and national companies, as well as regional and local firms. These businesses compete generally on the basis of the range, quality and cost of the services and products provided to clients. Competitors include independent consulting and outsourcing firms, as well as consulting and outsourcing operations affiliated with accounting, information systems, technology and financial services firms.

Mercer’s investment consulting and investment management businesses face competition from many sources, including multi-manager services offered by other investment consulting firms and financial institutions.

In many cases, clients have the option of handling the services provided by Mercer and Oliver Wyman Group internally, without assistance from outside advisors.

Risk Consulting & Technology . In Risk Consulting and Technology, we face competition from local, regional, national and international firms that provide similar services in the fields of accounting, investigative and security services, consulting and technology services. Kroll’s Consulting Services Group faces competition from local, regional, national and international accounting firms who provide forensic accounting, litigation support and investigative services, as well as other specialist firms providing architectural engineering and security consulting services. Kroll’s Litigation Support and Data Recovery and Background Screening businesses face competition from a variety of law firms, independent service providers and technology companies.

Segmentation of Activity by Type of Service and Geographic Area of Operation.

Financial information relating to the types of services provided by MMC and the geographic areas of its operations is incorporated herein by reference to Note 17 to the consolidated financial statements included under Part II, Item 8 of this report.

Employees

As of December 31, 2008, MMC and its consolidated subsidiaries employed approximately 54,400 people worldwide, including approximately 26,900 in risk and insurance services, approximately 23,000 in consulting and approximately 3,900 in risk consulting and technology. Approximately 600 individuals are employed by MMC at the parent-company level.

EXECUTIVE OFFICERS OF MMC

The executive officers of MMC are appointed annually by MMC’s Board of Directors. As of February 27, 2009, the following individuals were executive officers of MMC:

Ben F. Allen , age 44, is president and chief executive officer of Kroll, a position he assumed in March 2008. In July 2007 Mr. Allen was named chief operating officer of Kroll while continuing in his position as president of Kroll’s Technology Services Group. He led the Technology Services Group, comprised of Kroll Ontrack, Kroll Factual Data and Kroll’s background screening and substance abuse testing businesses, beginning in January 2005. Previously, Mr. Allen was president of Kroll Ontrack, the firm’s legal technologies and data recovery business, following Kroll’s acquisition of Ontrack Data International, Inc. in June 2002. Mr. Allen had been president and chief executive officer of Ontrack Data International since July 2001, and previously served in several roles for that firm, including as chief operating officer and general manager of the U.K. and France offices.

Orlando D. Ashford , age 40, is senior vice president, Human Resources, of MMC. Mr. Ashford joined MMC in September 2008. Prior to MMC, he was with the Coca-Cola Company since 2005 in human resource management, most recently as Group Director of Human Resources for Eurasia and Africa. While at Coca-Cola, Mr. Ashford reorganized and rebuilt the company’s corporate center HR team and headed a company-wide cultural change initiative. Prior to Coca-Cola, Mr. Ashford held positions with Motorola, the Delta Consulting Group (subsequently Mercer Delta Consulting), Ameritech and Andersen Consulting.

Peter J. Beshar , age 47, is executive vice president and general counsel of MMC. Before joining MMC in November 2004, Mr. Beshar was a litigation partner in the law firm of Gibson, Dunn & Crutcher LLP. Mr. Beshar joined Gibson, Dunn & Crutcher in 1995 after serving as an Assistant Attorney General in the New York Attorney General’s office and as the special assistant to Cyrus Vance in connection with the peace negotiations in the former Yugoslavia.

M. Michele Burns , age 51, is chairwoman and chief executive officer of Mercer. Ms. Burns joined MMC as executive vice president on March 1, 2006, assumed the position of chief financial officer of MMC on March 31, 2006 and moved to her current position with Mercer on September 25, 2006. Prior to joining MMC, Ms. Burns was executive vice president and chief financial officer since May 2004, and chief restructuring officer since August 2004, of Mirant Corporation, an energy company. Prior to joining Mirant, she was executive vice president and chief financial officer of Delta Air Lines, Inc. from August 2000 to April 2004. She held various other positions in the finance and tax departments of Delta beginning in January 1999. Delta filed for protection under Chapter 11 of the United States Bankruptcy Code in September 2005.

John P. Drzik , age 46, is president and chief executive officer of Oliver Wyman Group, a position he assumed in June 2006. From 2003 to 2006, Mr. Drzik was president of Mercer Oliver Wyman, which was formed following MMC’s acquisition of Oliver, Wyman & Company in 2003. He joined Oliver, Wyman & Company in 1984, became president in 1995, and was appointed chairman in 2000.

Brian Duperreault , age 61, is president and chief executive officer of MMC, a position he assumed in January 2008. Prior to joining MMC, Mr. Duperreault served as chairman and chief executive officer of ACE Limited from 1994 to 2004, and continued as chairman through the end of 2007. Prior to ACE, Mr. Duperreault was with American International Group (AIG) for more than 20 years, holding numerous positions and eventually becoming executive vice president of AIG Foreign General Insurance and chairman and chief executive of AIG’s American International Underwriters (AIU).

E. Scott Gilbert , age 53, is senior vice president and chief compliance officer of MMC. Prior to joining MMC in January 2005, he had been the chief compliance counsel of the General Electric

Company since September 2004. Prior thereto, he was counsel, litigation and legal policy at GE. Between 1986 and 1992, when he joined GE, he served as an Assistant United States Attorney for the Southern District of New York.

Daniel S. Glaser , age 48, is chairman and chief executive officer of Marsh, a position he assumed in December 2007. Previously, he had been managing director of AIG Europe (U.K.) Limited, and the regional president of AIG’s American International Underwriters (AIU) U.K./Ireland division. He joined AIG in 2000 as president of the firm’s Global Energy Division. He was named managing director of AIG Europe (U.K.) in 2002. Mr. Glaser began his career in the insurance industry in 1982 as a Marsh broker. He worked at Marsh for a decade, serving in roles in New York, London and Saudi Arabia. Thereafter, he spent eight years at Willis, where he served as president and chief operating officer of Willis Risk Solutions, the Willis large accounts practice.

David Nadler , age 60, is vice chairman, office of the CEO, of MMC. Dr. Nadler founded the Delta Consulting Group, Inc., a consulting firm specializing in executive leadership and organizational change, in 1980. He served as chairman and chief executive officer of that firm until its acquisition by Mercer in 2000, when it became Mercer Delta Consulting. Dr. Nadler served as chairman and chief executive officer of Oliver Wyman’s Delta Organization & Leadership business through December 2005 and remains a senior partner of that firm.

Vanessa A. Wittman , age 41, is executive vice president and chief financial officer of MMC. Prior to joining MMC in September 2008, Ms. Wittman was chief financial officer and executive vice president of Adelphia Communications Corp. from 2003 to 2007. She joined Adelphia as part of a new executive team that oversaw one of the most complex bankruptcy cases in U.S. history. While there, Ms. Wittman was responsible for accounting, tax and internal audit functions; operational and field finance; corporate development; and the bankruptcy and investor relations teams. Prior to Adelphia, Ms. Wittman served as chief financial officer of 360networks, based in Seattle. She also has held positions with Microsoft, Metricom Inc. and Morgan Stanley.

Peter Zaffino , age 42, is president and chief executive officer of Guy Carpenter. Prior to assuming this position in February 2008, he had served since 2007 as executive vice president and head of Guy Carpenter’s U.S. treaty operations. Previously, Mr. Zaffino was responsible for treaty operations in Guy Carpenter’s U.S. eastern region and prior to that led the firm’s global specialty practices business. Before joining Guy Carpenter in 2001, Mr. Zaffino served in an executive role with a GE Capital portfolio company specializing in casualty treaty reinsurance.

AVAILABLE INFORMATION

MMC is subject to the informational reporting requirements of the Securities Exchange Act of 1934. In accordance with the Exchange Act, MMC files with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. MMC makes these reports available free of charge through its website, www.mmc.com, as soon as reasonably practicable after they are filed with the SEC. The public may read and copy such materials at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC, 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, like MMC, that file electronically with the SEC.

MMC also posts on its website the following documents with respect to corporate governance:

Guidelines for Corporate Governance;

Code of Business Conduct and Ethics;

procedures for addressing complaints and concerns of employees and others; and

the charters of the Audit Committee, Compensation Committee, Compliance Committee and Directors and Governance Committee of MMC’s Board of Directors.

All of the above documents are available in printed form to any MMC stockholder upon request.

Item 1A. Risk Factors

You should consider the risks described below in conjunction with the other information presented in this report. These risks have the potential to materially adversely affect MMC’s business, results of operations or financial condition.

RISKS RELATING TO MMC GENERALLY

Legal and Regulatory Issues

We are subject to legal proceedings and other contingencies which, if determined unfavorably to us, could have a material adverse effect on our business, results of operations or financial condition.

As more fully described in Note 16 to our consolidated financial statements included under Part II, Item 8 of this report, we are subject to a number of legal proceedings, regulatory actions and other contingencies. An adverse outcome in connection with one or more of these matters could have a material adverse effect on our business, results of operations or financial condition in any given quarterly or annual period. In addition, regardless of any eventual monetary costs, these matters could have a material adverse effect on MMC by exposing us to negative publicity, reputational damage, harm to our client or employee relationships, or diversion of personnel and management resources.

We are subject to significant uninsured exposures arising from “errors and omissions” claims.

MMC’s operating companies provide numerous brokerage, consulting, actuarial and other services for clients around the world. As a result of these activities, we are subject to errors and omissions, or “E&O,” claims by clients and third parties who allege that they were damaged as a result of the operating company’s alleged failure to perform its services as expected, such as those claims alleged in separate lawsuits by the Alaska Retirement Management Board and Milwaukee County against Mercer. Certain E&O claims seek damages, including punitive damages, in amounts that could, if awarded, be significant and subject MMC, in addition to potential liability for monetary damages, to reputational harm and diversion of personnel and management resources. As described below, for certain policy years, we have limited third party insurance for E&O matters, including the Alaska Retirement Management Board and Milwaukee County matters.

MMC has varying levels of third party insurance coverage against E&O claims, depending on the policy year. To the extent that expected losses exceed MMC’s retention in any policy year, MMC records a liability and an asset for the amount that MMC expects to recover under its third-party insurance programs. The policy limits and coverage terms of the third-party insurance vary to some extent by policy year, but MMC is not aware of coverage defenses or other obstacles to coverage that would limit recoveries in years prior to policy year 2001-2002 in a material amount.

In policy years subsequent to 2001-2002, the availability of third-party insurance has declined significantly, which has caused MMC to assume increasing levels of self-insurance for its potential E&O exposures. MMC utilizes internal actuarial and other estimates, and case level reviews by inside and outside counsel, to establish loss reserves, in accordance with SFAS No. 5 (“Accounting for Contingencies”), to provide for its loss retention. These reserves are reviewed quarterly and adjusted as developments warrant. Nevertheless, given the unpredictability of E&O claims and of litigation that could flow from them, it is possible that an adverse outcome in a particular matter could have a material adverse effect on MMC’s results of operations, financial condition or cash flow in a given quarterly or annual period.

Our compliance systems and controls cannot guarantee that we are in compliance with all potentially applicable U.S. federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our business.

Our activities are subject to extensive regulation under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which we

operate. For example, our insurance and reinsurance services activities, as well as certain of our consulting and related activities, in the United Kingdom are under the jurisdiction of the Financial Services Authority. Compliance with foreign and U.S. laws and regulations that are applicable to our international operations is complex and may increase our cost of doing business in international jurisdictions. These laws and regulations include import and export requirements, U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to governmental officials. While we attempt to comply with all applicable laws and regulations, there can be no assurance that we, our employees, our consultants or our contractors are in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations. If we fail to comply with applicable laws and regulations, including those referred to above, we may be subject to investigations, criminal sanctions or civil remedies, including fines, injunctions, loss of an operating license or approval, the suspension of individual employees, limitations on engaging in a particular business or redress to clients. The cost of compliance or the consequences of non-compliance could have a material adverse effect on our business and results of operations. In addition, these matters could have a material adverse effect on MMC by exposing us to negative publicity, reputational damage or harm to our client or employee relationships.

In most jurisdictions, government regulatory authorities have the power to interpret or amend applicable laws and regulations, and have discretion to grant, renew and revoke various licenses and approvals we need to conduct our activities. Such authorities may require MMC to incur substantial increases in costs in order to comply with such laws and regulations. In some areas of our businesses, we act on the basis of our own or the industry’s interpretations of applicable laws or regulations, which may conflict from state to state or country to country. In the event those interpretations eventually prove different from those of regulatory authorities, we might be penalized or precluded from carrying on our previous activities. Moreover, the laws and regulations to which we are subject may conflict among the various jurisdictions and countries in which we provide services. Any significant impairment of our ability to conduct our business as we historically have done could have a material adverse effect on our business, results of operations or financial condition.

Finally, government involvement in the insurance or reinsurance markets could displace insurance or reinsurance currently available from the private market and adversely affect our financial condition and results of operations.

Improper disclosure of personal data could result in legal liability or harm our reputation.

One of our significant responsibilities is to maintain the security and privacy of our clients’ confidential and proprietary information and the personal data of their employees and retirement and other benefit plan participants. We maintain policies, procedures and technological safeguards designed to protect the security and privacy of this information. Nonetheless, we cannot entirely eliminate the risk of improper access to or disclosure of personally identifiable information. Such disclosure could harm our reputation and subject us to liability under our contracts and laws that protect personal data, resulting in increased costs or loss of revenue.

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace.

International Operations

We are exposed to multiple risks associated with the global nature of our operations.

We do business worldwide. In 2008, 54 percent of MMC’s total operating segment revenue was generated from operations outside the United States, and over one-half of our employees are located abroad. We expect to expand our non-U.S. operations further.

The geographic breadth of our activities subjects us to significant legal, economic, operational, market and reputational risks. These include, among others, risks relating to:

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economic and political conditions in foreign countries, including the recent disruption in the global financial markets;

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international hostilities, terrorist activities, natural disasters and infrastructure disruptions;

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local investment or other financial restrictions that foreign governments may impose;

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potential costs and difficulties in complying, or monitoring compliance, with rules relating to trade sanctions administered by the U.S. Office of Foreign Assets Control, the requirements of the U.S. Foreign Corrupt Practices Act, or other U.S. laws and regulations applicable to business operations abroad;

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limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries;

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withholding or other taxes that foreign governments may impose on the payment of dividends or other remittances to us from our non-U.S. subsidiaries;

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potential transfer pricing-related tax exposures that may result from the allocation of U.S.-based costs that benefit our non-U.S. businesses;

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the length of payment cycles and potential difficulties in collecting accounts receivable, particularly in light of the increasing number of insolvencies in the current economic environment and the numerous bankruptcy laws to which they are subject;

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engaging and relying on third parties to perform services on behalf of MMC;

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potential difficulties in monitoring employees in geographically dispersed locations; and

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potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Should we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations. In such an event, our operational size, the multiple locations from which we operate, and our existing back-up systems would provide us with an important advantage. Nevertheless, we could still experience near-term operational challenges with regard to particular areas of our operations, such as key executive officers or personnel.

Our operations, particularly within our Consulting and Risk Consulting and Technology segments, are dependent upon our ability to protect our technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. We could potentially lose client data or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster recovery scenario.

We regularly assess and take steps to improve upon our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

Competitive Risks

Each of MMC’s businesses operates in a highly competitive environment. If we fail to compete effectively, our business and results of operations will suffer.

As a global professional services firm, MMC experiences acute and continuous competition in each of its operating segments. Our ability to compete successfully depends on a variety of factors, including our geographic reach, the sophistication and quality of our services, and our pricing relative to our competitors. If we are unable to respond successfully to the competition we face, our business and results of operations will suffer.

In our Risk and Insurance Services segment, we compete intensely against two other major global brokerage firms, Aon and Willis, for both client business and employee talent. We also face competition from a wide range of other insurance brokerage firms that operate on a regional, national or local scale; many of these firms, unlike Marsh, Aon and Willis, have not stopped accepting contingent commissions, and thus may have greater pricing flexibility than we do. We compete as well with insurance and reinsurance companies that market and service their insurance products without the assistance of brokers or other market intermediaries, and with various other companies that provide risk-related services. The above competition is intensified by an industry trend toward a “syndicated” or “distributed” approach to the purchase of insurance brokerage services, whereby a client engages multiple brokers to service different portions of the client’s account.

In our Consulting and Risk Consulting and Technology segments, we compete for business and employee talent with numerous independent consulting firms and organizations affiliated with accounting, information systems, technology and financial services firms around the world. Kroll also competes with law firms for certain of its services.

The loss of key professionals could hurt our ability to retain existing client revenues and generate revenues from new business.

Across all of our businesses, our personnel are crucial to developing and retaining the client relationships on which our revenues depend. It is therefore very important for us to retain significant revenue-producing employees and the key managerial and other professionals who support them. We face numerous challenges in this regard, including:

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the intense competition for talent in all of our businesses;

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the general mobility of professionals in our businesses; and

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the difficulties we may face in offering compensation of a type and amount (including equity-based compensation) sufficient to attract, motivate and retain valuable employees.

Losing employees who manage or support substantial client relationships or possess substantial experience or expertise could adversely affect our ability to secure and complete client engagements, which would adversely affect our results of operations. In addition, if any of our key professionals were to join an existing competitor or form a competing company, some of our clients could choose to use the services of that competitor instead of our services.

Consolidation in the industries that we serve could adversely affect our business.

Particularly in the current economic environment, companies in the industries that we serve may seek to achieve economies of scale and other synergies by combining with or acquiring other companies. If two or more of our current clients merge or consolidate and combine their operations, it may decrease the amount of work that we perform for these clients. If one of our current clients merges or consolidates with a company that relies on another provider for its services, we may lose work from that client or lose the opportunity to gain additional work. The increased market power of larger companies could also increase pricing and competitive pressures on us. Any of these possible results of industry consolidation could adversely affect our business. Guy Carpenter is especially susceptible to this risk given the limited number of insurance company clients and reinsurers in the marketplace.

Our businesses face rapid technological changes and our failure to adequately anticipate or respond to these changes could adversely affect our business and results of operations.

To remain competitive in many of our business areas, we must identify the most current technologies and methodologies and integrate them into our service offerings. For example, Guy Carpenter’s risk-modeling services are increasingly dependent on implementing advanced software and data-compilation tools; Kroll’s e-discovery business depends on advanced search technology and computerized document processing; and Mercer’s ability to price its outsourcing services competitively is highly dependent on the efficient and cost effective use of technology. If we do not make the correct technology choices or investments, or if our choices or investments are insufficiently prompt or cost-effective, our business and results of operations could suffer.

Financial Risks

Our results of operations could be adversely affected by economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.

Global economic and political conditions affect our clients’ businesses and the markets they serve. Recently, the credit markets and the financial services industry have been experiencing a period of unprecedented turmoil and upheaval characterized by the bankruptcy, failure, collapse or sale of various financial institutions and an unprecedented level of intervention from the United States and foreign governments. These economic conditions have resulted in negative impacts on businesses and financial institutions, and financial services entities in particular. The current global economic crisis is having a significant effect on our Consulting and Risk Consulting and Technology segments in particular. Many of our clients have been reducing expenses, including amounts they spend on consulting services. If these economic conditions persist or deteriorate, they could potentially have a significant impact on our operations.

These economic conditions may reduce demand for our services or depress pricing of those services, which could have a material adverse effect on our results of operations. Changes in global economic conditions could also shift demand to services for which we do not have competitive advantages, and this could negatively affect the amount of business that we are able to obtain. Should it become necessary for us to further restructure our business, including reducing our work force, as a result of these market conditions or other factors that reduce the demand for our products and services, our ability to execute our business strategy could be adversely affected.

Financial institution failures may cause us to incur increased expenses or make it more difficult either to utilize our existing debt capacity or otherwise obtain financing for our operations, investing activities (including the financing of any future acquisitions), or financing activities.

Our cash investments, including those held in a fiduciary capacity, are subject to general credit, liquidity, counterparty, market and interest rate risks that may be exacerbated by the recent global financial crisis. If the banking system or the fixed income, credit or equity markets continue to deteriorate or remain volatile, the values and liquidity of our investments could be adversely affected.

Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business.

We are subject to exchange rate risk because some of our subsidiaries receive revenue other than in their functional currencies, and because we must translate the financial results of our foreign subsidiaries into U.S. dollars. Our U.S. operations earn revenue and incur expenses primarily in U.S. dollars. In certain jurisdictions (primarily the United Kingdom), however, our Risk and Insurance Services operations generate revenue in a number of different currencies, but expenses are almost entirely incurred in local currency. Due to fluctuations in foreign exchange rates, we are subject to economic exposure as well as currency translation exposure on the profits of our operations. Exchange rate risk could have a material adverse effect on our financial condition, results of operations or cash flow.

Changes in interest rates and increased counterparty risk could reduce the value of our investment portfolio and adversely affect our financial condition or results.

The recent failures, bankruptcies, rescues and distressed acquisitions of previously highly rated financial institutions indicate a possibly dramatic realignment of companies in the financial services sector and reflect the market’s lack of a clear understanding of the financial health of financial institutions. Many widely-held investments previously rated investment grade have declined in value precipitously and unexpectedly in recent months, resulting in substantial trading and investment losses for corporate and other investors. In order to avoid these risks, investors have favored securities issued, guaranteed or supported by the U.S. or international governments, which has resulted in reduced yields on these and other investments considered to be lower risk. Although we generally employ a conservative investment strategy with respect to our cash investments, including those held in a fiduciary capacity, we may incur investment losses as a result of these unusual and unpredictable market developments and we may experience reduced investment earnings if the yields on investments deemed to be low risk remain low or decline further in this time of economic uncertainty.

Credit rating downgrades would increase our financing costs and could subject us to operational risk.

Both Moody’s and Standard & Poor’s downgraded MMC’s senior debt credit rating in late 2004 and S&P announced a further downgrade in December 2007. Currently, MMC’s senior debt is rated Baa2 by Moody’s and BBB- by S&P. These ratings are the next-to-lowest investment grade rating for Moody’s, and the lowest investment-grade rating for S&P.

If we need to raise capital in the future (for example, in order to fund maturing debt obligations or finance acquisitions or other initiatives), any further credit rating downgrade would increase our financing costs, and could limit our access to financing sources. Further, we believe that a downgrade to a rating below investment-grade could result in greater operational risks through increased operating costs and increased competitive pressures.

Our pension obligations may cause MMC’s earnings and cash flows to fluctuate.

MMC has significant pension obligations to its current and former employees, totaling approximately $8.5 billion at December 31, 2008. The magnitude of our worldwide pension plans means that our earnings are comparatively sensitive to factors such as equity and bond market returns, the assumed interest rates we use to discount our pension liabilities, rates of inflation and mortality assumptions. Variations in any of these factors could cause significant fluctuation in our earnings from year to year and may result in increased levels of contributions to our pension plans.

Acquisitions and Dispositions

We face risks when we acquire and dispose of businesses.

We have a history of making acquisitions, including our $1.9 billion acquisition of Kroll in July 2004 and a total of 44 acquisitions in the period 2005-2008 for aggregate purchase consideration of $593 million. We have also exited various businesses, including the sale of Putnam in August 2007 and the divestiture of three separate restructuring businesses – one in the U.S. and two in the U.K. – in 2008. We expect that targeted acquisitions and dispositions will continue to be part of our business strategy. Our success in this regard will depend on our ability to identify appropriate acquisition and disposition candidates and to complete with favorable results the transactions we decide to pursue.

While we intend that our acquisitions will improve our competitiveness and profitability, we cannot be certain that our past or future acquisitions will be accretive to earnings or otherwise meet our operational or strategic expectations. Acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses, and acquired businesses may not achieve the levels of revenue, profit or productivity we anticipate or otherwise perform as we expect. In addition, if the operating performance of an acquired business deteriorates significantly, we may need to write down the value of the goodwill and other acquisition-related intangible assets recorded on our balance sheet. Given the significant size of

MMC’s goodwill and intangible assets, a write-down of this sort could have a material adverse effect on our results of operations in any given period. As of December 31, 2008, MMC’s consolidated balance sheet reflected $7.2 billion of goodwill and intangible assets, representing approximately 47 percent of MMC’s total consolidated assets and allocated by reporting segment as follows: Risk and Insurance Services, $3.7 billion; Consulting, $2 billion; and Risk Consulting and Technology, $1.1 billion.

When we dispose of businesses we are subject to the risk, contractually agreed or otherwise, of post-transaction liabilities. For example, as described in Note 16 to our consolidated financial statements included under Part II, Item 8 of this report, we have retained certain contingent litigation liabilities relating to Putnam.

RISKS RELATING TO OUR RISK AND INSURANCE SERVICES SEGMENT

Our Risk and Insurance Services segment, conducted through Marsh and Guy Carpenter, represented 47 percent of MMC’s total operating segment revenue in 2008. Our business in this segment is subject to particular risks.

Volatility or declines in premiums and other market trends may significantly impede our ability to improve revenues and profitability.

A significant portion of our Risk and Insurance Services revenue consists of commissions paid to us out of the premiums that insurers and reinsurers charge our clients for coverage. We have no control over premium rates, and our revenues and profitability are subject to change to the extent that premium rates fluctuate or trend in a particular direction. The potential for changes in premium rates is significant, due to the general phenomenon of pricing cyclicality in the commercial insurance and reinsurance markets.

In addition to movements in premium rates, our ability to generate premium-based commission revenue may be challenged by the growing availability of alternative methods for clients to meet their risk-protection needs. This trend includes a greater willingness on the part of corporations to “self-insure;” the use of so-called “captive” insurers; and the advent of capital markets-based solutions to traditional insurance and reinsurance needs.

We may not be as successful as we hope in implementing Marsh’s evolving business model and otherwise coping with changing modes of compensation in the insurance brokerage industry.

In late 2004, Marsh made significant changes to its business model, including the elimination of market service/contingent commission agreements with insurers. The elimination of market service revenue has negatively affected our financial results. In 2004, we recognized market service revenue of $516 million, relating to insurance placements made before October 1, 2004. By contrast, in 2005, 2006, 2007 and 2008 respectively, we recognized $114 million, $43 million, $3 million and $1.7 million of market service revenue relating to placements made before October 1, 2004. In addition to lost revenue, Marsh has and will likely continue to incur significant costs to ensure compliance with this business model and to provide disclosure relating thereto.

Although other large insurance brokers have similarly terminated the use of contingent commission agreements, many specialist, regional and local insurance brokers have not. To date, there has been no regulatory action to end the use of contingent commission arrangements throughout the brokerage industry, and it is therefore unclear to what extent many of our competitors will continue to accept contingent commission revenue. It is possible that Marsh will continue indefinitely to suffer competitive disadvantage compared to the brokers that have not given up the use of contingent commission arrangements. If that occurs, Marsh would continue to face pressure on its revenues, operating margin and market share.

In addition to the possibility of continued competitive disadvantage as described above, Marsh faces risks relating to the implementation of its new business model. Marsh is currently seeking to increase revenue through higher commissions and fees that are disclosed to its clients, and to generate profitable revenue growth by focusing on the provision of value-added risk advisory services beyond traditional brokerage activities. Marsh’s current business and compensation model continues to evolve and in some respects remains untested, including Marsh’s creation of placement hubs and the launch of Marsh & McLennan Agency for the small and emerging growth sector. We cannot be certain that it will generate the profitable revenue growth we are targeting. The inability to derive adequate revenues from Marsh’s current business and compensation model may significantly impede improvement in our operating results and profitability.

Results in our Risk and Insurance Services segment may be adversely affected by a general decline in economic activity.

Demand for many types of insurance and reinsurance generally rises and falls as economic growth expands or slows. This dynamic affects the level of commissions and fees generated by Marsh and Guy Carpenter. To the extent our clients become adversely affected by declining business conditions, they may choose to limit their purchases of insurance and reinsurance coverage, as applicable, which would inhibit our ability to generate commission revenue; and may decide not to purchase our risk advisory services, which would inhibit our ability to generate fee revenue. Moreover, a growing number of insolvencies and combinations associated with an economic downturn, especially insolvencies and combinations in the insurance industry, could adversely affect our brokerage business through the loss of clients or by hampering our ability to place insurance and reinsurance business. Guy Carpenter is especially susceptible to this risk given the limited number of insurance company clients and reinsurers in the market place.

RISKS RELATING TO OUR CONSULTING AND RISK CONSULTING AND TECHNOLOGY SEGMENTS

Our Consulting segment, conducted through Mercer and Oliver Wyman Group, represented 45 percent of our total operating segment revenue in 2008. Our Risk Consulting and Technology segment, conducted through Kroll, represented 9 percent of our total operating segment revenue in 2008. Our businesses in these two segments are subject to particular risks.

Demand for our services might decrease for various reasons, including a general economic downturn, a decline in a client’s or an industry’s financial condition, or changes in government regulation.

Our Consulting and Risk Consulting and Technology segments have historically achieved significant annual revenue growth. Despite this history, however, the current global economic conditions have resulted in negative impacts on businesses and financial institutions, and financial services entities in particular. Many of our clients, especially in the financial services industry, have been reducing expenses, including amounts spent on consulting services. The evolving needs or financial circumstances of our clients may challenge our ability to increase revenues and profitability and reduce demand for our services. If the economy or markets in which we operate experience continued weakness at current levels or deteriorate further, our business, financial condition and results of operations could be materially and adversely affected.

In addition, demand for many of Mercer’s benefits services is affected by government regulation and tax rules, which drive our clients’ needs for benefits-related services. For example, significant changes in government regulations affecting the value, use or delivery of benefits and human resources programs, including changes in regulations relating to health and welfare plans, defined contribution plans, or defined benefit plans, may adversely affect the demand for or profitability of Mercer’s services.

Our profitability may suffer if we are unable to achieve or maintain adequate utilization and pricing rates for our consultants.

The profitability of our Consulting and Risk Consulting and Technology businesses depends in part on ensuring that our consultants maintain adequate utilization rates (i.e., the percentage of our consultants’ working hours devoted to billable activities). Our utilization rates are affected by a number of factors, including:

–

our ability to transition consultants promptly from completed projects to new assignments, and to engage newly hired consultants quickly in revenue-generating activities;

–

our ability to continually secure new business engagements, particularly because a portion of our work is project-based rather than recurring in nature;

–

our ability to forecast demand for our services and thereby maintain appropriate headcount in each of our geographies and workforces;

–

our ability to manage attrition;

–

unanticipated changes in the scope of client engagements;

–

the potential for conflicts of interest that might require us to decline client engagements that we otherwise would have accepted;

–

our need to devote time and resources to sales, training, professional development and other non-billable activities; and

–

general economic conditions.

The factors listed above, and therefore also our utilization rates for service personnel, have been adversely affected by recent macroeconomic conditions. If the utilization rate for our consulting professionals continues to decline, our profit margin and profitability would suffer.

In addition, the profitability of our Consulting and Risk Consulting and Technology businesses depends on the prices we are able to charge for our services. Our pricing power is affected by a number of factors, including:

–

clients’ perception of our ability to add value through our services;

–

market demand for the services we provide;

–

our ability to develop new services and the introduction of new services by competitors;

–

the pricing policies of our competitors;

–

changes in the extent to which our clients develop in-house or other capabilities to perform the services that they might otherwise purchase from us; and

–

general economic conditions.

Our pricing has also been adversely affected by the current economic crisis. If we are unable to achieve and maintain adequate billing rates for our consultants, our profit margin and profitability could suffer.

Our quarterly revenues and profitability may fluctuate significantly.

Quarterly variations in revenues and operating results at Mercer, Oliver Wyman Group and Kroll may occur due to several factors. These include:

–

the significance of client engagements commenced and completed during a quarter;

–

the unpredictability of the timing and amount of success fees;

–

the possibility that clients may decide to delay or terminate a current or anticipated project as a result of factors unrelated to our work product or progress;

–

fluctuations in consultant hiring and utilization rates and clients’ ability to terminate engagements without penalty;

–

seasonality at Mercer due to the impact of regulatory deadlines and other timing factors to which our clients are subject;

–

the success of our strategic acquisitions, alliances or investments;

–

macroeconomic factors such as changes in foreign exchange rates, interest rates and global securities markets; and

–

general economic conditions, since results of operations in our Consulting and Risk Consulting and Technology businesses are directly affected by the levels of business activity of our clients, which in turn are affected by the level of economic activity in the industries and markets that they serve.

A significant portion of total operating expenses at Mercer, Oliver Wyman Group and Kroll is relatively fixed. Therefore, a variation in the number of client assignments or in the timing of the initiation or the completion of client assignments can cause significant variations in quarterly operating results for these businesses.

If we are unable to collect our receivables or unbilled services, our results of operations and cash flows could be adversely affected.

Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. There is no guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions could also result in financial difficulties for our clients, and as a result could cause clients to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. The increasing number of insolvencies in the current economic environment and the numerous bankruptcy laws to which they are subject could also adversely affect our ability to collect receivables or unbilled services. Timely collection of client balances depends on our ability to complete our contractual commitments and bill and collect our contracted revenues. If we are unable to meet our contractual requirements, we might experience delays in collection of and/or be unable to collect our client balances, and if this occurs, our results of operations and cash flows could be adversely affected. In addition, if we experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected.

Acceleration of the shift by employers from defined benefit plans to defined contribution plans could adversely affect Mercer’s operating results.

Mercer currently provides clients with actuarial and consulting services relating to both defined benefit and defined contribution plans. Defined benefit pension plans generally require more services than defined contribution plans because defined benefit plans typically involve large asset pools, complex calculations to determine employer costs, funding requirements and sophisticated analysis to match liabilities and assets over long periods of time. Recent regulatory initiatives in the United States and certain European countries may result in companies either discontinuing or curtailing defined benefit programs in favor of defined contribution plans. If organizations shift to defined contribution plans more rapidly than we anticipate and we do not successfully adjust our service offerings to take account of that change, Mercer’s operating results could be adversely affected.

Item 1B. Unresolved Staff Comments.

There are no unresolved comments to be reported pursuant to Item 1B.

Item 2. Properties.

MMC and its subsidiaries maintain their corporate headquarters in and around New York City. We also maintain other offices around the world, primarily in leased space. In certain circumstances, we may have space that we sublet to third parties, depending upon our needs in particular locations.

MMC and certain of its subsidiaries own, directly and indirectly through special-purpose subsidiaries, a 55% condominium interest covering approximately 900,000 square feet in a 44-story building in New York City. MMC’s owned interest is financed by a loan that is non-recourse to MMC (except in the event of certain prohibited actions) and secured by a first mortgage lien on the condominium interest and a first priority assignment of leases and rents. In the event of a default in the payment of the loan and certain credit rating downgrade events, MMC would be obligated to pay rent for the entire occupancy of the mortgaged property.

Item 3. Legal Proceedings.

Information regarding legal proceedings is set forth in Note 16 to the consolidated financial statements appearing under Part II, Item 8 (“Financial Statements and Other Supplementary Data”) of this report.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for MMC’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

For information regarding dividends paid and the number of holders of MMC’s common stock, see the table entitled “Selected Quarterly Financial Data and Supplemental Information (Unaudited)” below on the last page of Part II, Item 8 (“Financial Statements and Other Supplementary Data”) of this report.

MMC’s common stock is listed on the New York, Chicago and London Stock Exchanges. The following table indicates the high and low prices (NYSE composite quotations) of MMC’s common stock during 2008 and 2007 and each quarterly period thereof:


	2008 Stock Price Range			2007 Stock Price Range
	2008 Stock Price Range			2007 Stock Price Range
	High		Low	High		Low

First Quarter	$	29.56	23.79	$	31.75	28.30
Second Quarter	$	29.38	24.60	$	33.90	29.06
Third Quarter	$	36.82	26.08	$	31.60	24.02
Fourth Quarter	$	32.35	20.96	$	27.00	23.12
Full Year	$	36.82	20.96	$	33.90	23.12

On February 26, 2009, the closing price of MMC’s common stock on the NYSE was $18.21.

MMC did not repurchase any shares of its common stock during the fourth quarter of 2008. In August 2007, MMC’s Board of Directors authorized the repurchase by MMC from time to time of up to $1.5 billion of its common stock. Following completion of an $800 million accelerated share repurchase program in 2008, MMC remains authorized to repurchase shares of its common stock up to a dollar value of $700 million. There is no time limit on this 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
Oct. 1-31, 2008	__	__	__	$	700 million
Nov. 1-30, 2008	__	__	__	$	700 million
Dec. 1-31, 2008	__	__	__	$	700 million

Total 4Q 2008	__	__	__	$	700 million

Item 6. Selected Financial Data.

Marsh & McLennan Companies, Inc. and Subsidiaries

FIVE-YEAR STATISTICAL SUMMARY OF OPERATIONS


For the Years Ended December 31, (In millions, except per share figures)	2008			2007			2006			2005			2004			Compound Growth Rate 2003-2008
Revenue	$	11,587		$	11,177		$	10,340		$	9,899		$	9,873		3	%
Expenses:
Compensation and Benefits		7,207			6,958			6,449			6,287			6,073		3	%
Other Operating Expenses		3,577			3,373			2,943			3,175			2,853		5	%
Goodwill Impairment Charge		540			—			—			—			—
Regulatory and Other Settlements		—			—			—			30			618
Total Expenses		11,324			10,331			9,392			9,492			9,544		3	%
Operating Income		263	^(a)		846	^(a)		948	^(a)		407	^(a)		329		(4	)%
Interest Income		48			95			60			44			20
Interest Expense		(220	)		(267	)		(303	)		(332	)		(219	)
Investment Income (Loss)		(12	)		173			207			183			153		N/A
Income Before Income Taxes and Minority Interest		79			847			912			302			283		(23	)%
Income Taxes		137			295			272			95			100
Minority Interest, Net of Tax		11			14			8			6			8
(Loss) Income From Continuing Operations		(69	)		538			632			201			175		N/A
Discontinued Operations, Net of Tax		(4	)		1,937			358			203			1		N/A
Net (Loss) Income	$	(73	)	$	2,475		$	990		$	404		$	176		N/A
Basic (Loss) Income Per Share Information:
(Loss) Income From Continuing Operations	$	(0.13	)	$	1.00		$	1.15		$	0.37		$	0.33		N/A
Discontinued Operations	$	(0.01	)	$	3.60		$	0.65		$	0.38		$	—		N/A
Net (Loss) Income	$	(0.14	)	$	4.60		$	1.80		$	0.75		$	0.33		N/A
Average Number of Shares Outstanding		514			539			549			538			526
Diluted (Loss) Income Per Share Information:
(Loss) Income From Continuing Operations	$	(0.13	)	$	0.99		$	1.14		$	0.37		$	0.33		N/A
(Loss) Income From Discontinued Operations	$	(0.01	)	$	3.54		$	0.62		$	0.37		$	—		N/A
Net (Loss) Income	$	(0.14	)	$	4.53		$	1.76		$	0.74		$	0.33		N/A
Average Number of Shares Outstanding		514			546			557			543			535

Dividends Paid Per Share	$	0.80		$	0.76		$	0.68		$	0.68		$	1.30

Return on Average Stockholders’ Equity		N/A			36	%		18	%		8	%		3	%

Year-end Financial Position:
Working capital	$	1,398		$	1,961		$	1,058		$	1,390		$	(258	)
Total assets	$	15,206		$	17,359		$	18,137		$	17,892		$	18,498
Long-term debt	$	3,194		$	3,604		$	3,860		$	5,044		$	4,691
Stockholders’ equity	$	5,722		$	7,822		$	5,819		$	5,360		$	5,056
Total shares outstanding (net of treasury shares)		514			520			552			546			527
Other Information:
Number of employees		54,400			56,100			52,600			51,900			59,300
Stock price ranges—
U.S. exchanges— High	$	36.82		$	33.90		$	32.73		$	34.25		$	49.69
— Low	$	20.96		$	23.12		$	24.00		$	26.67		$	22.75

(a)

Includes net restructuring costs of $335 million, $98 million, $87 million and $317 million in 2008, 2007, 2006 and 2005, respectively.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations, appearing under Part II, Item 7 of this report, for discussion of significant items affecting our results of operations in 2008, 2007 and 2006.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

Marsh & McLennan Companies, Inc. and Subsidiaries (“MMC”) is a global professional services firm providing advice and solutions in the areas of risk, strategy, and human capital. MMC’s subsidiaries include Marsh, which provides Risk and Insurance Services; Guy Carpenter, which provides reinsurance services; Mercer, which provides human resource and related financial advice and services; Oliver Wyman Group, which provides management consulting and other services and Kroll, which provides risk consulting and technology services. MMC’s approximately 54,000 employees worldwide provide analysis, advice and transactional capabilities to clients in over 100 countries.

MMC’s business segments are based on the services provided. Risk and Insurance Services includes risk management and insurance and reinsurance broking and services, provided primarily by Marsh and Guy Carpenter. Consulting, which comprises the activities of Mercer and Oliver Wyman Group, includes human resource consulting and related investment and outsourcing services, and specialized management, economic and brand consulting services. Risk Consulting & Technology, conducted through Kroll, includes risk consulting and related investigative, intelligence, financial, security and technology services. During the fourth quarter of 2008, MMC disposed of its U.S. and U.K. restructuring businesses to their respective management teams in separate leveraged buyouts.

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 17 to the consolidated financial statements included elsewhere in this report. The accounting policies used for each segment are the same as those used for the consolidated financial statements.

This 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


For the Years Ended December 31, (In millions, except per share figures)	2008			2007		2006
Revenue	$	11,587		$	11,177	$	10,340
Expense
Compensation and benefits		7,207			6,958		6,449
Other operating expenses		3,577			3,373		2,943
Goodwill impairment charge		540			—		—
Operating expenses		11,324			10,331		9,392
Operating Income	$	263		$	846	$	948
(Loss) Income from Continuing Operations	$	(69	)	$	538	$	632
Discontinued Operations, net of tax		(4	)		1,937		358
Net (Loss) Income	$	(73	)	$	2,475	$	990
(Loss) Income from Continuing Operations Per Share:
Basic	$	(0.13	)	$	1.00	$	1.15
Diluted	$	(0.13	)	$	0.99	$	1.14
Net (Loss) Income Per Share:
Basic	$	(0.14	)	$	4.60	$	1.80
Diluted	$	(0.14	)	$	4.53	$	1.76
Average number of shares outstanding:
Basic		514			539		549
Diluted		514			546		557
Shares outstanding at December 31,		514			520		552

Consolidated operating income was $263 million in 2008 compared with $846 million in the prior year. The 2008 results include the negative impact of a $540 million goodwill impairment charge related to the Risk Consulting & Technology segment and restructuring related items of $388 million in 2008, including the $28 million loss on the sale of the U.K. restructuring businesses, compared with restructuring costs of $105 million in 2007. Excluding these charges, consolidated operating income was $1.2 billion in 2008 compared with $951 million in 2007.

Risk and Insurance Services operating income increased $118 million to $460 million in 2008 compared with 2007, or 35%, despite an increase of $149 million in restructuring and related charges.

Consulting’s operating income decreased $51 million to $555 million in 2008. Restructuring and related charges in 2008 at Mercer were $40 million compared with $8 million of such charges recorded in 2007.

Risk Consulting & Technology incurred an operating loss of $497 million in 2008 compared with $98 million of operating income in 2007. Operating results in 2008 include the $540 million goodwill impairment charge, restructuring and related charges of $17 million and a loss on the disposal of its U.K. restructuring businesses of $28 million. There were no similar charges recognized in this segment in 2007.

Corporate expenses increased $55 million to $255 million in 2008. In 2008, corporate expenses include $85 million of restructuring and related charges primarily resulting from estimated future rent and other real estate costs to exit space in MMC’s New York headquarters building and previously vacated space in the U.K. and other locations. Restructuring and related charges were $28 million in 2007.

The consolidated net loss was $73 million in 2008, which includes charges of $928 million related to the goodwill impairment and restructuring and related charges, compared with net income of $2.5 billion in the prior year. Results for 2007 include a $1.9 billion gain on the disposal of Putnam, partly offset by restructuring and related charges of $105 million.

Discontinued operations in 2007 primarily includes the gain on disposal of Putnam.

Consolidated Revenues and Expenses

MMC conducts business in many countries, as a result of which the impact of foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, the revenue impact of acquisitions and dispositions 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 on MMC’s operating revenues by segment is as follows:


	Year Ended December 31,								Components of Revenue Change
(In millions, except percentage figures)	Year Ended December 31,						% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions, except percentage figures)	2008			2007			% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Risk and Insurance Services
Marsh	$	4,524		$	4,369		4	%*	1	%	—		2	%*
Guy Carpenter		803			854		(6	)%	1	%	—		(7	)%
Fiduciary Interest Income		139			177		(22	)%	1	%	—		(23	)%
Total Risk and Insurance Services		5,466			5,400		1	%	1	%	—		—
Consulting
Mercer		3,642			3,368		8	%	—		1	%	7	%
Oliver Wyman Group		1,554			1,516		2	%	1	%	3	%	(2	)%
Total Consulting		5,196			4,884		6	%	—		2	%	4	%
Risk Consulting & Technology
Kroll		866			815		6	%	—		4	%	2	%
Corporate Advisory and Restructuring		127			172		(26	)%	(1	)%	—		(25	)%
Total Risk Consulting & Technology		993			987		1	%	—		4	%	(3	)%
Total Operating Segments		11,655			11,271		3	%	1	%	1	%	1	%
Corporate/Eliminations		(68	)		(94	)
Total Revenue	$	11,587		$	11,177		4	%	1	%	1	%	2	%


	Year Ended December 31,						Components of Revenue Change
(In millions, except percentage figures)	Year Ended December 31,				% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions, except percentage figures)	2008		2007		% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Marsh:
EMEA	$	1,706	$	1,618	5	%	2	%	—		3	%
Asia Pacific		412		374	10	%	2	%	—		8	%
Latin America		252		239	6	%	5	%	(5	)%	6	%
Total International		2,370		2,231	6	%	2	%	—		4	%
U.S. and Canada		2,154		2,138	1	%	—		—		1	%
Total Marsh	$	4,524	$	4,369	4	%*	1	%	—		2	%*
Mercer:
Retirement	$	1,178	$	1,079	9	%	—		4	%	5	%
Health and Benefits		898		827	9	%	1	%	—		8	%
Other Consulting Lines		555		509	9	%	2	%	(1	)%	8	%
Total Mercer Consulting		2,631		2,415	9	%	1	%	1	%	7	%
Outsourcing		702		682	3	%	(1	)%	—		4	%
Investment Consulting & Management		309		271	14	%	(2	)%	—		16	%
Total Mercer	$	3,642	$	3,368	8	%	—		1	%	7	%
Kroll:
Litigation Support and Data Recovery	$	326	$	272	20	%	—		14	%	6	%
Background Screening		263		297	(11	)%	—		—		(11	)%
Risk Mitigation and Response		277		246	12	%	—		—		12	%
Total Kroll	$	866	$	815	6	%	—		4	%	2	%

*	Marsh’s revenue growth and underlying revenue growth were 3.6% and 2.4%, respectively. The columns do not add due to rounding.


	Year Ended December 31,								Components of Revenue Change
(In millions, except percentage figures)	Year Ended December 31,						% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions, except percentage figures)	2007			2006			% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Risk and Insurance Services
Marsh	$	4,369		$	4,263		3	%	4	%	—		(1	)%
Guy Carpenter		854			832		3	%	2	%	—		1	%
Fiduciary Interest Income		177			168		6	%	4	%	—		2	%
Total Risk and Insurance Services		5,400			5,263		3	%	4	%	—		(1	)%
Consulting
Mercer		3,368			3,020		12	%	5	%	—		7	%
Oliver Wyman Group		1,516			1,204		26	%	5	%	3	%	18	%
Total Consulting		4,884			4,224		16	%	5	%	1	%	10	%
Risk Consulting & Technology
Kroll		815			763		7	%	2	%	(2	)%	7	%
Corporate Advisory and Restructuring		172			210		(18	)%	5	%	—		(23	)%
Total Risk Consulting & Technology		987			973		1	%	2	%	(1	)%	—
Total Operating Segments		11,271			10,460		8	%	4	%	—		4	%
Corporate/Eliminations		(94	)		(120	)
Total Revenue	$	11,177		$	10,340		8	%	4	%	—		4	%


	Year Ended December 31,						Components of Revenue Change
(In millions, except percentage figures)	Year Ended December 31,				% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions, except percentage figures)	2007		2006		% Change Revenue		Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Marsh:
EMEA	$	1,618	$	1,541	5	%	7	%	—		(2	)%
Asia Pacific		374		335	12	%	8	%	—		4	%
Latin America		239		208	15	%	7	%	—		8	%
Total International		2,231		2,084	7	%	7	%	—		—
U.S. and Canada		2,138		2,179	(2	)%	1	%	—		(3	)%
Total Marsh	$	4,369	$	4,263	3	%	4	%	—		(1	)%
Mercer:
Retirement	$	1,079	$	984	10	%	5	%	—		5	%
Health and Benefits		827		751	10	%	2	%	—		8	%
Other Consulting Lines		509		445	14	%	3	%	—		11	%
Total Mercer Consulting		2,415		2,180	11	%	4	%	—		7	%
Outsourcing		682		635	7	%	6	%	1	%	—
Investment Consulting & Management		271		205	33	%	9	%	—		24	%
Total Mercer	$	3,368	$	3,020	12	%	5	%	—		7	%
Kroll:
Litigation Support and Data Recovery	$	272	$	226	20	%	2	%	4	%	14	%
Background Screening		297		278	7	%	1	%	1	%	5	%
Risk Mitigation and Response		246		259	(5	)%	3	%	(10	)%	2	%
Total Kroll	$	815	$	763	7	%	2	%	(2	)%	7	%

Revenue

Consolidated revenue for 2008 increased 4% to $11.6 billion compared with $11.2 billion in 2007, reflecting a 2% increase in underlying revenue, a 1% increase from acquisitions and a 1% positive impact of foreign currency translation.

Revenue in the Risk and Insurance Services segment increased 1% compared with 2007. Underlying revenue growth was flat for the total Risk and Insurance Services segment, reflecting a 2% increase in Marsh, offset by a 7% decrease in Guy Carpenter, and a 23% decrease in fiduciary interest income. Consulting revenue increased 6%, resulting from an 8% increase at Mercer and 2% growth at Oliver Wyman Group. On an underlying basis, revenue increased 4% reflecting a 7% increase in Mercer, and a decrease of 2% in Oliver Wyman Group. Revenue increased 1% in Risk Consulting & Technology, but decreased 3% on an underlying basis. During the fourth quarter of 2008, MMC disposed of its U.S. and U.K. restructuring businesses, which are included in the Risk Consulting & Technology segment.

In 2007, Risk and Insurance Services revenue increased 3% compared with 2006. Underlying revenue decreased 1% for the total Risk and Insurance Services segment, reflecting a 1% decrease in Marsh, which includes a $40 million decrease in market service revenue, partly offset by a 1% increase in Guy Carpenter and a 2% increase in fiduciary interest income. Consulting revenue increased 16%, resulting from a 12% increase in Mercer’s businesses and 26% growth in Oliver Wyman Group. On an underlying basis, revenue increased 7% in Mercer, 18% in Oliver Wyman Group and 10% for the Consulting segment in total. Revenue increased 1% in Risk Consulting & Technology, but growth was flat on an underlying basis.

Expenses

Consolidated operating expenses in 2008 increased 10%, which included the $540 million goodwill impairment charge recorded in 2008 and a $283 million increase from restructuring and related charges in 2008 as compared with 2007. Excluding these two items, expenses decreased 4% in 2008 compared with 2007 and were essentially flat on an underlying basis.

Consolidated operating expenses in 2007 increased 10% compared with 2006. Operating expenses increased 5% on an underlying basis in 2007 compared with 2006. The increase in underlying expenses was due to higher compensation and benefit costs driven by the Consulting segment due to increased volume across all practices, increased advertising, primarily in insurance services, and favorable professional liability experience in 2006.

Restructuring and Related Activities

Actions Initiated in 2008

In 2008, MMC implemented restructuring actions which resulted in costs totaling $312 million primarily related to severance and benefits costs and the loss on the disposal of our U.K. restructuring businesses. These costs were incurred as follows: Risk and Insurance Services—$218 million, Consulting—$40 million, Risk Consulting & Technology—$45 million, and Corporate—$9 million. These activities resulted in the elimination of approximately 1,660 positions at Marsh, 360 positions at Guy Carpenter, 490 positions at Mercer, 300 positions in Risk Consulting & Technology and 85 positions at Corporate. In addition, Marsh outsourced approximately 700 positions as part of its U.K. back office outsourcing initiative. The annualized cost savings from these actions are expected to be approximately $290 million. MMC expects to incur additional restructuring charges in the first half of 2009.

Actions Initiated Prior to 2008

In 2008, MMC recorded $76 million of restructuring charges related to actions initiated in prior years, primarily due to a charge of $62 million for estimated future rent and real estate costs to exit five floors in MMC’s New York headquarters building that was part of the restructuring plan announced in 2006, and $11 million related to changes in the estimated costs for future rent related to previously vacated properties in the U.K. and other locations. These amounts were recorded in Corporate.

Putnam Transaction

On August 3, 2007, Great-West Lifeco Inc. completed its purchase of Putnam Investments Trust for $3.9 billion in cash. The gain on disposal and Putnam’s results of operations through the date of sale, are included in discontinued operations in the accompanying consolidated statements of income. As described in Note 5 to the consolidated financial statements, MMC provided certain indemnities related to the transaction, and also has established liabilities for uncertain tax positions. As these issues are resolved, or as facts and circumstances related to these issues change in the future, the related liabilities will be adjusted and will be recorded in discontinued operations.

Other Businesses Exited

During the fourth quarter of 2008, MMC sold its U.S. and U.K. restructuring businesses to their respective management teams in separate leveraged buyouts. Based on the terms and conditions of the disposals, MMC determined it has “continuing involvement” in these businesses, as that term is used in SEC Staff Accounting Bulletin Topic 5e. MMC recorded a loss of $28 million on the disposition of the U.K. Corporate Advisory and Restructuring businesses. The net assets of these U.K. businesses were written-off upon transfer to the new owners. MMC will receive royalties on future revenue of these businesses over the next four years. The royalties will be recognized when earned under the terms of the contract and when collectibility is reasonably assured. The transfer of the U.S. restructuring business was financed with a seller note. If MMC receives interest and principal payments as scheduled for the U.S. business, it will recover the value of the net assets transferred to the new owners and recognize a gain on the disposal of $18 million.

Risk and Insurance Services

In the Risk and Insurance Services segment, MMC’s subsidiaries and other affiliated entities act as brokers, agents or consultants for insureds, insurance underwriters and other brokers in the areas of risk management, insurance broking and insurance program management services, primarily under the name of Marsh; and engage in reinsurance broking, catastrophe and financial modeling services and related advisory functions, primarily under the name of Guy Carpenter.

Marsh and Guy Carpenter are compensated for brokerage and consulting services primarily through fees paid by clients and/or commissions paid out of premiums charged by insurance and reinsurance companies. Commission rates vary in amount depending upon the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer, the capacity in which the broker acts and negotiations with clients. Revenues are affected by premium rate levels in the insurance/reinsurance markets, the amount of risk retained by insurance and reinsurance clients themselves and by the value of the risks that have been insured since commission based compensation is frequently related to the premiums paid by insureds/reinsureds. In many cases, compensation may be negotiated in advance, based on the types and amounts of risks to be analyzed by MMC and ultimately placed into the insurance market or retained by the client. The trends and comparisons of revenue from one period to the next will therefore be affected by changes in premium rate levels, fluctuations in client risk retention, and increases or decreases in the value of risks that have been insured, as well as new and lost business, and the volume of business from new and existing clients.

Marsh and Guy Carpenter receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others. The investment of fiduciary funds is regulated by state and other insurance authorities. These regulations typically provide for segregation of fiduciary funds and limit the types of investments that may be made with them. Interest income from these investments varies depending on the amount of funds invested and applicable interest rates, both of which vary from time to time. For presentation purposes, fiduciary interest is now segregated within the segment from the other revenues of Marsh and Guy Carpenter, as shown in the charts on pages 29 and 30.

The results of operations for the Risk and Insurance Services segment are presented below:


(In millions of dollars)	2008			2007			2006
Revenue	$	5,466		$	5,400		$	5,263
Compensation and Benefits		3,299			3,318			3,207
Other Operating Expenses		1,707			1,740			1,579
Expense		5,006			5,058			4,786
Operating Income	$	460		$	342		$	477
Operating Income Margin		8.4	%		6.3	%		9.1	%

Revenue

Revenue in Risk and Insurance Services increased 1% in 2008 compared with 2007, reflecting the positive impact of foreign currency exchange fluctuations, and was flat on an underlying basis.

In Marsh, revenue increased 4% from last year, reflecting a 1% positive impact of currency translation and a 2% increase in underlying revenue. Client revenue retention increased by 3 percentage points over 2007. New business production also remained strong. On a geographic basis, Marsh’s international revenue increased 6% while the U.S. and Canada increased 1% compared with 2007.

Guy Carpenter revenue decreased 6% in 2008 compared with 2007 or 7% on an underlying basis. Reinsurance premium rates declined during the year across most coverages.

Fiduciary interest income decreased 22% in 2008, or 23% on an underlying basis, primarily due to lower interest rates, and to a lesser extent, lower average invested funds.

Revenue in Risk and Insurance Services increased 3% in 2007 compared with 2006 reflecting the positive impact of foreign currency exchange fluctuations partly offset by a decrease in underlying revenue.

Expense

Expenses in the Risk and Insurance Services segment decreased 1% in 2008 compared with the prior year, reflecting a 2% decrease in underlying expenses, partly offset by a 1% increase related to the impact of foreign exchange. The reduction in compensation and benefits expense in 2008 compared with 2007 reflects a reduction in headcount during the year and a decline in benefits expenses partly offset by increased incentive compensation costs and higher severance costs at both Marsh and Guy Carpenter. The decrease in other expenses reflects the continued focus on expense control and primarily relate to reductions in travel, entertainment, meetings, and marketing and advertising. These decreases were partly offset by higher restructuring and related costs in 2008 compared with 2007, and a $33 million charge in the third quarter of 2008 related to a professional liability claim.

In 2007, expenses in the Risk and Insurance Services segment increased 6% over the prior year. The increase in expenses reflected higher salary costs due to increased headcount during the second half of the year; the impact of foreign currency exchange fluctuations; costs associated with Marsh’s advertising campaign initiated in the spring of 2007; incremental expenses related to the departure of Marsh’s former CEO; and the effect of favorable professional liability experience in 2006. These increases were partly offset by lower restructuring and related costs compared with 2006 and reduced incentive compensation accruals.

Consulting

MMC conducts business in its Consulting segment through two main business groups. Mercer includes practice groups specializing in retirement, health and benefits, outsourcing, and investment consulting and management. Oliver Wyman Group provides specialized management and economic and brand consulting services.

The major component of Consulting’s revenue, in both Mercer and Oliver Wyman Group, is fees paid by clients for advice and services. Mercer, principally through its health & benefits line of business, also

earns revenue in the form of commissions received from insurance companies for the placement of group (and occasionally individual) insurance contracts, primarily life, health and accident coverages. Revenue for Mercer’s investment management business and certain of Mercer’s outsourcing businesses consists principally of fees based on assets under administration.

Revenue in the Consulting segment is affected by, among other things, global economic conditions, including changes in clients’ particular industries and markets. Revenue is also subject to competition due to the introduction of new products and services, broad trends in employee demographics, the effect of government policies and regulations, and fluctuations in interest and foreign exchange rates. Revenues from the provision of investment management services and retirement trust and administrative services are significantly affected by securities market performance.

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


(In millions of dollars)	2008			2007			2006
Revenue	$	5,196		$	4,884		$	4,224
Compensation and Benefits		3,204			2,953			2,651
Other Operating Expenses		1,437			1,325			1,108
Expense		4,641			4,278			3,759
Operating Income	$	555		$	606		$	465
Operating Income Margin		10.7	%		12.4	%		11.0	%

Revenue

Consulting revenue in 2008 increased 6% compared with 2007 comprising 8% growth at Mercer and 2% growth at Oliver Wyman Group. Revenue for the segment increased 4% on an underlying basis. Within Mercer, the revenue increase of 8% reflects growth in retirement of 9%, health and benefits of 9%, other consulting lines of 9%, outsourcing of 3% and investment consulting & management of 14%. Mercer’s revenue grew 7% on an underlying basis. Oliver Wyman Group grew 2%, but decreased 2% on an underlying basis, compared with the same period last year.

Consulting revenue in 2007 increased 16% compared with 2006. Revenue for Mercer increased 12%, or 7% on an underlying basis driven by strong growth throughout its businesses. Oliver Wyman Group revenues grew 26%, or 18% on an underlying basis, compared with the same period in 2006.

Expense

Consulting expenses increased 8% in 2008 compared with 2007, or 6% on an underlying basis. Compensation and benefit costs increased due to a higher volume of activity at Mercer, largely in the first three quarters of the year. As part of its ongoing effort to realize operational efficiencies, Mercer reduced its headcount in the fourth quarter of 2008, resulting in a $40 million restructuring charge. The increase in other operating expenses reflects a $70 million increase resulting from expenses that are reimbursable by clients.

Consulting expenses increased 14% in 2007 compared with 2006, reflecting higher compensation costs due to an increased volume of business, higher incentive compensation commensurate with improved operating performance and the impact of foreign currency translation.

Risk Consulting & Technology

MMC’s Risk Consulting & Technology segment which comprises the activity of Kroll and Corporate Advisory and Restructuring, includes risk consulting, and related investigative, intelligence, financial, security and technology services.

of the U.K. restructuring businesses. The net assets of the U.K. businesses were written-off upon transfer to the new owners. MMC will receive royalties on future revenue of these businesses over the next four years. The royalties will be recognized when earned under the terms of the contract and when collectibility is reasonably assured. The transfer of the U.S. restructuring business was financed with a seller note. If MMC receives interest and principal payments as scheduled for the U.S. business, it will recover the value of the net assets transferred to the new owners and recognize a gain on the disposal of $18 million.

Kroll receives compensation primarily in the form of fees paid by clients. These fees are typically earned on an hourly, project, fixed fee or per-unit basis. Kroll’s revenue is subject to changes in international economic and regulatory conditions, including the levels of mortgage applications and new employment. Kroll is also subject to normal competitive forces such as pricing pressures, demand for professional staff and new product development on the part of competitors, particularly in technology services.

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


(In millions of dollars)	2008			2007			2006
Revenue	$	993		$	987		$	973
Compensation and Benefits		473			467			428
Other Operating Expenses		477			422			402
Goodwill Impairment Charge		540			—			—
Expense		1,490			889			830
Operating Income (Loss)	$	(497	)	$	98		$	143
Operating Income Margin		N/A			9.9	%		14.7	%

Revenue

Risk Consulting & Technology revenues increased 1% compared with 2007, but decreased 3% on an underlying basis. Revenue in Kroll’s litigation support and data recovery and risk mitigation and response businesses increased 6% and 12%, respectively, on an underlying basis compared with 2007. Revenues in Kroll’s background screening business decreased 11% due to declines in both employment and mortgage related background screening. Corporate Advisory and Restructuring revenue was $127 million in 2008, compared with $172 million in 2007. Due to the disposal of the U.S. and U.K. restructuring businesses, future results will only include revenue earned by MMC under the royalty arrangements discussed earlier.

Risk Consulting & Technology revenues increased 1% in 2007 compared with 2006, and were flat on an underlying basis. Revenue in Kroll’s litigation support and data recovery and background screening increased 14% and 5%, respectively, on an underlying basis compared with 2006. This was offset by a 23% decrease in Corporate Advisory and Restructuring revenue due to weaker demand for these services, including lower client success fees, for completed engagements compared with 2006.

Expense

Risk Consulting & Technology expenses in 2008 increased 68% compared with 2007. Expenses in 2008 included the $540 million goodwill impairment charge, restructuring charges of $17 million and the $28 million loss on the disposal of the U.K. restructuring businesses. Excluding these items, Risk Consulting & Technology expenses for 2008 increased 2% compared with 2007 and were essentially the same as last year on an underlying basis.

Risk Consulting & Technology expenses increased 7% in 2007 compared with 2006. Approximately half of the increase results from acquisitions and the impact of foreign currency fluctuation. The remaining increase reflects higher compensation in the Corporate Advisory and Restructuring and the

background screening businesses, as well as increased costs for outside services in the background screening business due to a higher volume of business. In addition, expenses in 2006 included a credit related to the early termination of a licensing agreement.

Discontinued Operations

Results of discontinued operations in 2008 include the effects of three discontinued operations –Putnam, Mediservice and Kroll Crucible – which are discussed in more detail below.

With regard to Putnam, discontinued operations in 2008 includes (1) the impact of immaterial corrections and other adjustments to the fourth quarter of 2007 tax provision related to the transaction, (2) adjustments to the tax provision to reflect differences between tax returns filed in 2008 and the initial estimated provisions, and (3) interest on liabilities for certain tax-related indemnities provided as part of the transaction. In the first quarter of 2008, Marsh completed the sale of Mediservice, a claims administration operation in Brazil. The gain on this disposal, net of tax, is included in discontinued operations in 2008. In the third quarter of 2008, Kroll completed the sale of Kroll Crucible (“Crucible”), a division of its government services operation. The loss on this disposal, net of tax, is included in discontinued operations in 2008.

In 2007, discontinued operations include the gain on the sale of Putnam, as well as Putnam’s operating income through August 2, 2007 and, in 2006, include the operating income from Putnam, Sedgwick Claims Management Services (“SCMS”), Kroll Security International (“KSI”) and Price Forbes. Discontinued operations in 2006 also include the gain on disposal of SCMS and a charge to reduce the carrying value of Price Forbes’ assets to fair value.

The following depicts the results of discontinued operations including revenue and expense detail for Putnam:


(In millions of dollars)	2008			2007			2006
Putnam:
Revenue	$	—		$	798		$	1,385
Expense		—			636			1,082
Operating Income		—			162			303
Minority interest and other discontinued operations		—			(2	)		1
Provision for income tax		—			71			118
Income from discontinued operations, net of tax		—			89			186
Gain on disposal of discontinued operations		29			2,965			298
Provision for income tax		33			1,117			126
(Loss) Gain on disposal of discontinued operations, net of tax		(4	)		1,848			172
Discontinued operations, net of tax	$	(4	)	$	1,937		$	358

Corporate Items

Corporate Expenses

Corporate expenses were $255 million in 2008, compared to $200 million in 2007. In 2008, expenses include $85 million of restructuring and related charges comprising a $62 million charge related to estimated future rent and other real estate costs to exit five floors in MMC’s New York headquarters building and previously vacated space in the U.K. and other locations. In 2007, restructuring and related items were $28 million. Expenses in 2008 include a $10 million credit for a payment from U.S. Investigative Services, Inc. (“USIS”) in connection with the hiring of MMC’s former CEO, partly offset by costs related to the departure of several senior executives.

Corporate expenses were $200 million in 2007, compared to $137 million in 2006. In 2007, corporate expenses included $28 million for restructuring and related charges, including a credit from an accrual adjustment related to the separation of former MMC senior executives, compared with a credit of $31 million of such items in 2006 that included a $74 million gain on the sale of five floors in MMC’s headquarters building. In 2007, corporate expenses also included incremental costs of $14 million related to the departure of MMC’s former CEO.

Interest

Corporate interest income decreased from $95 million in 2007 to $48 million in 2008. The decrease primarily reflects the combined effect of lower average interest rates and a lower level of invested balances in 2008 compared with the prior year. The invested balances in the second half of 2007 were higher primarily due to proceeds received from the Putnam transaction, which were subsequently used to repurchase MMC shares, pay down debt and pay taxes on the gain on the disposal. Interest expense of $220 million in 2008 decreased from $267 million in 2007. The decrease in interest expense is due to a decrease in the average level of debt outstanding compared to the prior year.

Interest income earned on corporate funds was $95 million in 2007, an increase of $35 million over 2006. The increase in interest income reflects generally higher average interest rates in 2007 compared with 2006, and higher invested balances during the second half of the year resulting from the receipt of proceeds from the Putnam transaction, discussed above. Interest expense of $267 million in 2007 decreased from $303 million from 2006. The decrease in interest expense was primarily due to a decrease in the average level of debt compared with the prior year.

Investment Income (Loss)

In 2008, investment losses were $12 million, primarily due to mark-to-market declines on Risk Capital Holding’s private equity investments. This compared with $173 million of gains in the prior period, primarily related to mark-to-market gains on private equity fund investments and gains from the sale of investments.

Income Taxes

MMC’s consolidated effective tax rate in 2008 was significantly impacted by the non-deductibility of the goodwill impairment charge. The 2007 consolidated effective tax rate of 34.9% primarily reflects the unfavorable impact of international tax law changes in 2007.

MMC’s consolidated effective tax rate was 34.9% in 2007 compared to 29.8% in 2006. The change primarily reflects the unfavorable impact of international tax law changes in 2007 and the release of valuation allowances on certain deferred tax assets in 2006.

The effective tax rate is sensitive to the geographic mix and repatriation of MMC’s earnings, which may have a favorable or unfavorable impact on the rate. This also could result in foreign tax credit carryforwards arising in future periods for which a valuation allowance may be required. Furthermore, losses in certain jurisdictions cannot be offset by earnings from other operations, and may result in the need for valuation allowances against deferred tax assets which would affect the rate.

In 2007, MMC adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions. Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment resulting from new information may lead to changes in recognition, derecognition, and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing authorities, or expiration of a statute of limitations barring an assessment for an issue. Such adjustments could have a material impact on MMC’s effective tax rate, net income, and cash flows in a particular future period. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $135 million within the next 12 months due to settlement of audits and expiration of statutes of limitation.

Liquidity and Capital Resources

MMC’s liquidity needs are primarily for operating expenses, capital expenditures, servicing debt, funding pension obligations, paying dividends on outstanding stock and funding acquisitions. As a holding company, MMC’s primary source for meeting these requirements is cash flows from operating subsidiaries. Other sources of liquidity include borrowing facilities discussed below in financing cash flows.

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 sheet 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 MMC.

Operating Cash Flows

MMC generated $837 million of cash from operations in 2008 compared with a use of cash of $385 million in 2007. These amounts reflect the net income (loss) reported by MMC during those periods, excluding gains or losses from investments and the disposition of businesses, adjusted for non-cash charges and changes in working capital which relate, primarily, to the timing of payments for accrued liabilities or receipts of assets. Cash generated from the disposition of businesses is included in investing cash flows. Payment of accrued liabilities in 2008 includes approximately $170 million for regulatory settlements. This represents the final payment related to the settlement with the NYAG and NYSID as discussed in Note 16 and is consistent with the amount paid in 2007. In 2007, cash outflows included tax payments of $933 million related to the disposition of businesses, primarily Putnam. Although the cash proceeds from the Putnam transaction are included in investing cash flows, SFAS 95 specifies that the related payment of taxes be included in operating cash flows and not allocated to other cash flow categories.

MMC’s expected funding for its U.S. non-qualified and non-U.S. pension plans in 2009 is approximately $21 million and $370 million, respectively. MMC’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 in U.S. and applicable foreign law. There currently is no ERISA funding requirement for the U.S. qualified plan for 2008 or 2009. Funding requirements for non-U.S. plans vary by country. Contribution rates are determined by the local actuaries based on local funding practices and requirements. Funding amounts may be influenced by future asset performance, the level of discount rates and other variables impacting the assets and/or liabilities of the plan. In addition, amounts funded in the future, to the extent not due under regulatory requirements, may be affected by alternative uses of MMC’s cash flows, including dividends, investments and share repurchases.

During 2008, MMC’s defined benefit pension plans were negatively impacted by the severe downturn in the global equity markets. Defined benefit assets experienced market declines of approximately 18% in the U.S. and approximately 14% in the U.K., our largest plan.

Pension liabilities are largely dependent on the discount rate set as of year end. In the U.S., interest rates declined dramatically over the last two months of 2008, resulting in a lower year-end discount rate than the prior year end. This contributed to a $300 million increase in the projected benefit

obligation for the U.S. plans. While our U.S. plans show a funding deficit as of the end of 2008, no contributions to the U.S. plan are required in 2009.

Due to an increase in the discount rate and a reduction in inflation expectations, our U.K. plan liabilities decreased slightly in local currency terms in 2008. Although we make scheduled contributions to the U.K. plan throughout the year, in January 2009, we made a discretionary pension contribution of $70 million to the plan. We expect to contribute a similar amount in the second quarter of 2009. These contributions are included in the $370 million of expected contributions noted above. Overall, MMC’s aggregate pension expense in 2009 will be similar to that of 2008.

During 2008, MMC contributed approximately $20 million to the U.S. pension plans and $250 million to the significant non-U.S. pension plans, compared with $20 million for U.S. plans and $189 million for significant non-U.S. plans in 2007.

In September 2006, the FASB issued SFAS 158. SFAS 158 requires that MMC recognize on a prospective basis the funded status of its overfunded defined benefit pension and retiree medical plans (the “Plans”) as a net benefit plan asset and its unfunded and underfunded Plans as a net benefit plan liability. The offsetting adjustment to the amount of assets and liabilities required to be recognized is recorded in Accumulated Other Comprehensive Income, net of tax, in MMC’s 2006 year-end balance sheet. Subsequent changes in the funded status are recognized through the income statement and other comprehensive income in the year in which they occur as appropriate. MMC adopted the provisions of SFAS 158, prospectively, on December 31, 2006. The impact of adopting SFAS 158 resulted in a reduction in assets of $660 million and an increase in liabilities of $245 million, including a related adjustment to tax benefits of $423 million. The net impact of adopting SFAS 158 was a reduction of MMC’s stockholders’ equity of $905 million in 2006 (or $804 million including an adjustment for the impact of recording a reduction to the minimum pension liability prior to the adoption of SFAS 158). In 2007, the improved funded status of the Plans resulted in a net increase to equity of $708 million. In 2008, the decrease in the funded status of the Plans resulted in a net decrease to equity of $988 million. The change in funded status of the Plans is impacted by numerous items, including actual results compared with prior estimates and assumptions, contributions to the Plans, and changes in assumptions to reflect information available at the respective measurement dates. Significant items impacting the funded status of the U.S. and U.K. plans in 2008 are discussed above. In 2007, the funded status of MMC’s Plans was significantly impacted by an increase in the discount rates used in the measurement of the pension liabilities at December 31, 2007, reflecting a general widening of credit spreads on high quality corporate debt obligations and by contributions and asset returns.

Financing Cash Flows

Net cash used for financing activities was $540 million in 2008 compared with $2.6 billion of net cash used for financing activities in 2007. During 2008, MMC reduced outstanding debt by approximately $260 million. During 2007, MMC reduced outstanding debt by approximately $1.1 billion and repurchased $1.3 billion of its common stock. These actions are discussed more fully below.

Debt Repayment

During 2008, MMC’s 3.625% five-year fixed rate $250 million senior notes matured. MMC used cash on hand to manage liquidity, including the repayment of these notes.

During 2007, MMC utilized commercial paper and bank borrowings, as well as cash on hand, to manage liquidity, including the funding of maturing bonds and the repurchase of shares. In the first quarter of 2007, MMC’s 5.375%, five-year $500 million senior notes matured. MMC’s three-year floating rate $500 million senior notes matured in the third quarter of 2007. MMC used a portion of its proceeds from the Putnam transaction to pay down outstanding commercial paper and revolving credit facility borrowings. At December 31, 2008, no commercial paper or revolving credit facility borrowings were outstanding.

MMC’s senior debt is currently rated Baa2 by Moody’s and BBB- by Standard & Poor’s. MMC’s short-term debt is currently rated P-2 by Moody’s and A-3 by Standard & Poor’s. MMC carries a stable outlook from both Moody’s and Standard & Poor’s. In December 2007, Standard & Poor’s lowered its rating on MMC’s long-term debt from BBB to BBB- and lowered the rating on MMC’s short-term debt from A-2 to A-3.

MMC also maintains other credit facilities, guarantees and letters of credit with various banks, primarily related to operations located outside the United States, aggregating $285 million at December 31, 2008 and $265 million at December 31, 2007. There were no outstanding borrowings under these facilities at December 31, 2008.

Share Repurchases

In August 2007, MMC entered into an $800 million accelerated share repurchase agreement with a financial institution counterparty. Under the terms of the agreement, MMC paid the full $800 million purchase price and took delivery from the counterparty of an initial tranche of 21,320,530 shares of MMC common stock, which were reflected as an increase in Treasury shares (a decrease in shares outstanding) on the delivery date. This number of shares was the quotient of the $800 million purchase price divided by a contractual “cap” price of $37.5225 per share. Based on the market price of MMC’s common stock over the subsequent settlement period, in March 2008 the counterparty delivered to MMC an additional 10,751,000 shares for no additional payment and the transaction was concluded. MMC thus repurchased a total of 32,071,630 shares at an average price per share to MMC of $24.9442. The repurchased shares were reflected as an increase in Treasury shares (a decrease in shares outstanding) on the respective delivery dates. This transaction was effected under a $1.5 billion share repurchase authorization granted by MMC’s Board of Directors in August 2007. MMC remains authorized to repurchase additional shares of its common stock up to a value of $700 million. There is no time limit on this authorization.

In May 2007, MMC entered into a $500 million accelerated share repurchase agreement with a financial institution counterparty. Under the terms of the agreement, MMC paid the full $500 million purchase price and took delivery from the counterparty of an initial tranche of 13,464,749 shares of MMC common stock. Based on the market price of MMC’s common stock over the subsequent settlement period, in July 2007 the counterparty delivered to MMC an additional 2,555,519 shares for no additional payment and the transaction was concluded. MMC thus repurchased a total of 16,020,268 shares in the transaction, for a total cost of $500 million and an average price per share to MMC of $31.2105. The repurchased shares were reflected as an increase in Treasury shares (a decrease in shares outstanding) on the respective delivery dates. This transaction was effected under a $500 million share repurchase authorization granted by MMC’s Board of Directors in May 2007.

MMC did not repurchase any shares in 2008.

Dividends

MMC paid total dividends of $412 million in 2008 ($0.80 per share), $413 million ($0.76 per share) in 2007 and $374 million ($0.68 per share) in 2006.

Investing Cash Flows

Net cash used for investing activities amounted to $348 million in 2008. This compares with $3.0 billion of net cash generated from investing activities in 2007, primarily due to the Putnam transaction. Cash used for acquisitions totaled $126 million in 2008 compared with $206 million in 2007. Remaining deferred cash payments of approximately $60 million related to acquisitions completed in 2008 and prior years are recorded in accounts payable and accrued liabilities or in other liabilities in the consolidated balance sheets at December 31, 2008. Cash provided by the sale of securities was $20 million in 2008. In 2007, cash provided by the sale of securities of $78 million was partly offset by cash used to purchase investments of $44 million.

MMC’s additions to fixed assets and capitalized software, which amounted to $386 million in 2008 and $378 million in 2007, primarily relate to computer equipment purchases, the refurbishing and modernizing of office facilities and software development costs.

MMC has committed to potential future investments of approximately $81 million in connection with its investments in Trident II and other funds managed by Stone Point Capital, LLC. The majority of MMC’s investment commitments for funds managed by Stone Point Capital, LLC are related to Trident II, the investment period for which is now closed for new investments. Any remaining capital calls for Trident II would relate to follow-on investments in existing portfolio companies or for management fees or other partnership expenses. Significant future capital calls related to Trident II are not expected. Although it is anticipated that Trident II will be harvesting its remaining portfolio, the timing of any portfolio company sales and capital distributions is unknown and not controlled by MMC.

Commitments and Obligations

MMC’s contractual obligations of the types identified in the table below were of the following amounts as of December 31, 2008:


	Payment due by Period
Contractual Obligations (In millions of dollars)	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Current portion of long-term debt	$	408	$	408	$	—	$	—	$	—
Long-term debt		3,198		—		567		518		2,113
Net operating leases		2,937		386		682		532		1,337
Service agreements		145		54		46		29		16
Other long-term obligations		60		25		35		—		—
Total	$	6,748	$	873	$	1,330	$	1,079	$	3,466

The above does not include unrecognized tax benefits of $293 million, accounted for under FIN 48, as MMC is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $20 million that may become payable during 2009. The above does not include liabilities established under FIN 45 as MMC is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $3 million that may become payable during 2009.

Market Risk and Credit Risk

Certain of MMC’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

MMC has historically managed its net exposure to interest rate changes by utilizing a mixture of variable and fixed rate borrowings to finance MMC’s asset base. During 2007, virtually all of MMC’s variable rate borrowings were repaid.

Interest income generated from MMC’s cash investments as well as invested fiduciary funds will vary with the general level of interest rates, particularly short-term interest rates.

MMC had the following investments subject to variable interest rates:


(In millions of dollars)	December 31, 2008
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits (Note 1)	$	1,685
Fiduciary cash and investments (Note 1)	$	3,297

These investments and debt instruments are discussed more fully in the above-indicated Notes to the consolidated financial statements.

Based on the above balances, if short-term interest rates decrease by 10%, or 13 basis points over the course of the year, annual interest income, including interest earned on fiduciary funds, would decrease by approximately $4 million.

In addition to interest rate risk, our cash investments and fiduciary fund investments are subject to potential loss of value due to counterparty credit risk. To minimize this risk, MMC 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 counterparty limits assigned based primarily on credit rating and type of investment. MMC 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 funds are invested in short-term bank deposits and liquid money market funds.

Foreign Currency Risk

The translated values of revenue and expense from MMC’s international Risk and Insurance Services and Consulting 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 54% of total revenue. Note 17 details revenue by geographic area. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business.

Equity Price Risk

MMC holds investments in public and private companies, as well as in certain private equity funds managed by Stone Point Capital. Publicly traded investments of $21 million are classified as available for sale under SFAS No. 115. Non-publicly traded investments of $91 million are accounted for using the cost method and $207 million are accounted for using the equity method under APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”. 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. MMC periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.

Other

A significant number of lawsuits and regulatory proceedings are pending. See Note 16 to the consolidated financial statements.

Management’s Discussion of Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and judgments that affect reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Management considers the policies discussed below to be critical to understanding MMC’s financial statements because their application places the most significant demands on management’s judgment, and requires management to make estimates about the effect of matters that are inherently uncertain. Actual results may differ from those estimates.

Legal and Other Loss Contingencies

MMC and its subsidiaries are subject to numerous claims, lawsuits and proceedings. GAAP requires that liabilities for contingencies be recorded when it is probable that a liability has been incurred before the balance sheet date and the amount can be reasonably estimated. Significant management judgment is required to comply with this guidance. MMC analyzes its litigation exposure based on available information, including consultation with outside counsel handling the defense of these matters, to assess its potential liability.

In addition, to the extent that insurance coverage is available, significant management judgment is required to determine the amount of recoveries that are expected under MMC’s various insurance programs.

Retirement Benefits

MMC maintains qualified and non-qualified defined benefit pension plans for its eligible U.S. employees and a variety of defined benefit and defined contribution plans for eligible non-U.S. employees. MMC’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 in U.S. and applicable foreign laws.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132 I” (“SFAS 158”). SFAS 158 requires that MMC recognize the funded status of its overfunded defined benefit pension and retiree medical plans (the “Plans”) as a net benefit plan asset and its unfunded and underfunded plans as a net benefit plan liability. The gains or losses and prior service costs or credits that have not been recognized as components of net periodic costs are recorded as a component of Accumulated Other Comprehensive Income (“AOCI”), net of tax, in MMC’s consolidated balance sheets. MMC adopted the provisions of SFAS 158, prospectively, on December 31, 2006.

The determination of net periodic pension cost is based on a number of actuarial assumptions, including an expected long-term rate of return on plan assets, the discount rate and assumed rate of salary increase. Significant assumptions used in the calculation of net periodic pension costs and pension liabilities are disclosed in Note 8 to the consolidated financial statements. MMC believes the assumptions for each plan are reasonable and appropriate and will continue to evaluate actuarial assumptions at least annually and adjust them as appropriate. Based on its current assumptions, MMC expects pension expense in 2009 to be essentially the same as 2008.

Future pension expense or credits will depend on plan provisions, future investment performance, future assumptions and various other factors related to the populations participating in the pension plans. Holding all other assumptions constant, a half-percentage point change in the rate of return and discount rate assumptions would affect net periodic pension cost for the U.S. and U.K. plans, which comprise approximately 85% of total pension plan liabilities, as follows:


	0.5 Percentage Point Increase				0.5 Percentage Point Decrease

(In millions of dollars)	U.S.		U.K.		U.S.	U.K.
Assumed Rate of Return	(16.5	)	(28.9	)	16.5	28.9
Discount Rate	(19.2	)	(41.8	)	28.7	46.8

Changing the discount rate and leaving the other assumptions constant may not be representative of the impact on expense, because the long-term rates of inflation and salary increases are often correlated with the discount rate.

MMC contributes to certain health care and life insurance benefits provided to its retired employees. The cost of these postretirement benefits for employees in the United States is accrued during the period up to the date employees are eligible to retire, but is funded by MMC as incurred. This postretirement liability is included in Other liabilities in the consolidated balance sheets. The key assumptions and sensitivity to changes in the assumed health care cost trend rate are discussed in Note 8 to the consolidated financial statements.

Income Taxes

MMC’s tax rate reflects its income, statutory tax rates and tax planning in the various jurisdictions in which it operates. Significant judgment is required in determining the annual tax rate and in evaluating uncertain tax positions. On January 1, 2007 MMC adopted the provisions of FIN 48, to account for the uncertainty in income taxes. Accordingly, MMC reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with FIN 48 is a two-step process, the first step involves recognition. We determine whether it is more likely than not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation, based on only the technical merits of the position. The technical merits of a tax position derive from both statutory and judicial authority (legislation and statutes, legislative intent, regulations, rulings, and case law) and their applicability to the facts and circumstances of the tax position. If a tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements. The second step is measurement. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position

is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate resolution with a taxing authority.

Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period and involve significant management judgment. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing authorities, or expiration of a statute of limitations barring an assessment for an issue. Prior to January 1, 2007, MMC estimated its uncertain income tax obligations in accordance with SFAS 109 and SFAS 5. MMC recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Tax law requires items be included in MMC’s tax returns at different times than the items are reflected in the financial statements. As a result, the annual tax expense reflected in the consolidated statements of income is different than that reported in the tax returns. Some of these differences are permanent, such as expenses that are not deductible in the returns, and some differences are temporary and reverse over time, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for which a deduction has been taken already in the tax return but the expense has not yet been recognized in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years for which a benefit has already been recorded in the financial statements. In assessing the need for and amount of a valuation allowance for deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. MMC evaluates all significant available positive and negative evidence, including the existence of losses in recent years and its forecast of future taxable income by jurisdiction, in assessing the need for a valuation allowance. MMC also considers tax-planning strategies that would result in realization of deferred tax assets, and the presence of taxable income in prior carryback years if carryback is permitted under the appropriate tax law. The underlying assumptions MMC uses in forecasting future taxable income require significant judgment and take into account MMC’s recent performance. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which temporary differences or carryforwards are deductible or creditable. Valuation allowances are established for deferred tax assets when it is estimated that it is more likely than not future taxable income will be insufficient to fully use a deduction or credit in that jurisdiction.

Fair Value Determinations

Investment Valuation—MMC holds investments in both public and private companies, as well as certain private equity funds. The majority of the public investments are accounted for as available for sale securities under SFAS No. 115. Certain investments, primarily investments in private equity funds are accounted for using the equity method under APB Opinion No. 18. Although not directly recorded in MMC’s consolidated balance sheets, MMC’s defined benefit pension plans hold investments of approximately $8 billion. The fair value of these investments determines in part, the over- or under-funded status of those plans, which is included in MMC’s consolidated balance sheets. MMC periodically reviews the carrying value of its investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements. MMC bases its review on the facts and circumstances as they relate to each investment. Fair value of investments in private equity funds is determined by the Funds’ investment managers. Factors considered in determining the fair value of private equity investments include: implied valuation of recently completed financing rounds that included sophisticated outside investors; performance multiples of comparable public companies; restrictions on the sale or disposal of the investments; trading characteristics of the securities; and the relative size of the holdings in comparison to other private investors and the public market float. In those instances where quoted market prices are not available, particularly for equity holdings in private companies, or formal restrictions limit the sale of securities, significant management judgment is required to determine the appropriate value of MMC’s investments. MMC reviews with the fund manager the appropriateness of valuation results for significant private equity investments.

Goodwill Impairment Testing—Under SFAS 142, MMC is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. MMC performs the annual impairment test for each of its reporting units during the third quarter of each year. Fair values of the reporting units are estimated using a market approach or a discounted cash flow model. 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. As previously disclosed, MMC performed an interim goodwill impairment assessment in its Risk Consulting & Technology segment which resulted in impairment charges totaling $540 million recorded in the first and second quarters of 2008. MMC completed its 2008 annual review in the third quarter of 2008 and concluded that goodwill was not impaired. The fair value estimates used in this assessment are dependent upon assumptions and estimates about the future profitability and other financial ratios of our reporting units, as well as relevant financial data, recent transactions and market valuations of comparable public companies. If in the future, the performance of our reporting units varies significantly from our projections or our assumptions or estimates about future profitability of our reporting units change, the estimated fair value of our reporting units could change materially and could result in an impairment of goodwill.

Share-based Payment

SFAS 123R “Share-based Payment”, requires among other things, that the estimated fair value of stock options be charged to earnings. Significant management judgment is required to determine the appropriate assumptions for inputs such as volatility and expected term necessary to estimate option values. In addition, management judgment is required to analyze the terms of the plans and awards granted thereunder to determine if awards will be treated as equity awards or liability awards, as defined by SFAS 123R.

As of December 31, 2008, there was $16.8 million of unrecognized compensation cost related to stock option awards. The weighted-average periods over which the costs are expected to be recognized is 1.4 years. Also as of December 31, 2008, there was $288 million of unrecognized compensation cost related to MMC’s restricted stock, restricted stock unit and deferred stock unit awards.

See Note 9 to the consolidated financial statements for additional information regarding the adoption of SFAS 123R.

New Accounting Pronouncements

Note 1 contains a summary of the Company’s significant accounting policies, including a discussion of recently issued accounting pronouncements and their impact or potential future impact on MMC’s financial results, if determinable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

See the information set forth under the heading “Market Risk and Credit Risk” above under Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

Item 8. Financial Statements and Supplementary Data.

Marsh & McLennan Companies, Inc. and Subsidiaries

Consolidated Statements of Income


For the Years Ended December 31,
(In millions, except per share figures)	2008			2007			2006
Revenue	$	11,587		$	11,177		$	10,340

Expense:
Compensation and benefits		7,207			6,958			6,449
Other operating expenses		3,577			3,373			2,943
Goodwill impairment charge		540			—			—
Operating expenses		11,324			10,331			9,392

Operating income		263			846			948
Interest income		48			95			60
Interest expense		(220	)		(267	)		(303	)
Investment income (loss)		(12	)		173			207
Income before income taxes and minority interest		79			847			912
Income taxes		137			295			272
Minority interest, net of tax		11			14			8
(Loss) Income from continuing operations		(69	)		538			632
Discontinued operations, net of tax		(4	)		1,937			358
Net (loss) income	$	(73	)	$	2,475		$	990
Basic net (loss) income per share — Continuing operations	$	(0.13	)	$	1.00		$	1.15
— Net income	$	(0.14	)	$	4.60		$	1.80
Diluted net (loss) income per share — Continuing operations	$	(0.13	)	$	0.99		$	1.14
— Net income	$	(0.14	)	$	4.53		$	1.76
Average number of shares outstanding — Basic		514			539			549
— Diluted		514			546			557
Shares outstanding at December 31,		514			520			552

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

Marsh & McLennan Companies, Inc. and Subsidiaries

Consolidated Balance Sheets


December 31,
(In millions of dollars)	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	1,685		$	2,133
Receivables
Commissions and fees		2,418			2,614
Advanced premiums and claims		86			77
Other		354			302
		2,858			2,993
Less—allowance for doubtful accounts and cancellations		(103	)		(119	)
Net receivables		2,755			2,874
Other current assets		344			447
Total current assets		4,784			5,454
Goodwill and intangible assets		7,163			7,759
Fixed assets, net		969			992
Pension related assets		150			1,411
Other assets		2,140			1,743
	$	15,206		$	17,359
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	408		$	260
Accounts payable and accrued liabilities		1,688			1,670
Regulatory settlements — current portion		—			177
Accrued compensation and employee benefits		1,224			1,290
Accrued income taxes		66			96
Total current liabilities		3,386			3,493
Fiduciary liabilities		3,297			3,612
Less — cash and investments held in a fiduciary capacity		(3,297	)		(3,612	)
		—			—
Long-term debt		3,194			3,604
Retirement and postemployment benefits		1,217			709
Liability for errors and omissions		512			596
Other liabilities		1,175			1,135
Commitments and contingencies
Stockholders’ 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 in 2008 and 2007		561			561
		561			561
Additional paid-in capital		1,245			1,242
Retained earnings		7,237			7,732
Accumulated other comprehensive loss		(2,098	)		(351	)
		6,945			9,184
Less — treasury shares at cost, 46,375,622 in 2008 and 40,249,598 in 2007		(1,223	)		(1,362	)
Total stockholders’ equity		5,722			7,822
	$	15,206		$	17,359

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

Marsh & McLennan Companies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows


For the Years Ended December 31,
(In millions of dollars)	2008			2007			2006
Operating cash flows:
Net (loss) income	$	(73	)	$	2,475		$	990
Adjustments to reconcile net income to cash generated from operations:
Goodwill impairment charge		540			—			—
Depreciation and amortization of fixed assets and capitalized software		332			366			391
Amortization of intangible assets		72			76			97
Provision for deferred income taxes		103			12			60
(Gains)/losses on investments		20			(176	)		(222	)
(Gains)/losses on disposition of assets		52			(1,833	)		(218	)
Accrual of stock-based compensation		34			71			116
Changes in assets and liabilities:
Net receivables		270			(321	)		(157	)
Other current assets		(18	)		370			(651	)
Other assets		(106	)		49			(73	)
Accounts payable and accrued liabilities		(149	)		(350	)		682
Accrued compensation and employee benefits		(76	)		(28	)		94
Accrued income taxes		(159	)		(1,141	)		(242	)
Other liabilities		(211	)		(4	)		(184	)
Effect of exchange rate changes		206			49			103
Net cash (used for) provided by operations		837			(385	)		786
Financing cash flows:
Proceeds from issuance of debt		—			3			322
Repayments of debt		(260	)		(1,120	)		(888	)
Purchase of treasury shares		—			(1,300	)		—
Issuance of common stock		132			186			181
Dividends paid		(412	)		(413	)		(374	)
Net cash used for financing activities		(540	)		(2,644	)		(759	)
Investing cash flows:
Capital expenditures		(386	)		(378	)		(307	)
Net sales (purchases) of long-term investments		97			211			(15	)
Proceeds from sales related to fixed assets		11			11			136
Dispositions		56			3,357			375
Acquisitions		(126	)		(206	)		(221	)
Other, net		—			1			(12	)
Net cash provided by (used for) investing activities		(348	)		2,996			(44	)
Effect of exchange rate changes on cash and cash equivalents		(397	)		77			73
(Decrease) Increase in cash and cash equivalents		(448	)		44			56
Cash and cash equivalents at beginning of period		2,133			2,089			2,033
Cash and cash equivalents at end of period		1,685			2,133			2,089

Cash and cash equivalents – reported as discontinued operations		—			—			(74	)
Cash and cash equivalents – continuing operations	$	1,685		$	2,133		$	2,015

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

Marsh & McLennan Companies, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity and Comprehensive Income


For the Years Ended December 31,
(In millions, except per share figures)	2008			2007			2006

COMMON STOCK
Balance, beginning and end of year	$	561		$	561		$	561

ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year	$	1,242		$	1,138		$	1,143
SFAS 123I periodic compensation costs and implementation adjustment		11			155			90
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax benefits		(8	)		(51	)		(95	)
Balance, end of year	$	1,245		$	1,242		$	1,138

RETAINED EARNINGS
Balance, beginning of year	$	7,732		$	5,691		$	4,989
Net (loss) income (a)		(73	)		2,475			990
Dividend equivalents paid		(10	)		(8	)		(8	)
Dividends declared—(per share amounts: $.80 in 2008, $.76 in 2007, $.51 in 2006)		(412	)		(413	)		(280	)
FIN 48 cumulative charge		—			(13	)		—
Balance, end of year	$	7,237		$	7,732		$	5,691

ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year	$	(351	)	$	(1,272	)	$	(756	)
Foreign currency translation adjustments (b)		(770	)		235			305
Unrealized investment holding losses net of reclassification adjustments (c)		11			(22	)		(17	)
Net changes under SFAS 158, net of tax (d)		(988	)		708			—
Initial adoption of SFAS 158, net of tax		—			—			(905	)
Minimum pension liability adjustment (e)		—			—			101
Balance, end of year	$	(2,098	)	$	(351	)	$	(1,272	)

TREASURY SHARES
Balance, beginning of year	$	(1,362	)	$	(299	)	$	(577	)
Purchase of treasury shares		—			(1,300	)		—
Acquisitions		—			—			2
Issuance of shares under stock compensation plans and employee stock purchase plans		139			237			276
Balance, end of year	$	(1,223	)	$	(1,362	)	$	(299	)
TOTAL STOCKHOLDERS’ EQUITY	$	5,722		$	7,822		$	5,819
TOTAL COMPREHENSIVE (LOSS) INCOME (a+b+c+d+e)	$	(1,820	)	$	3,396		$	1,379

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

Marsh & McLennan Companies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Nature of Operations: Marsh & McLennan Companies, Inc. (“MMC”), a global professional services firm, is organized based on the different services that it offers. Under this organizational structure, MMC’s three business segments are Risk and Insurance Services, Consulting and Risk Consulting & Technology. As noted below, on August 3, 2007 Great-West Lifeco Inc. completed its purchase of Putnam, MMC’s former investment management segment.

As discussed in Note 5, MMC disposed of several businesses from 2006 through 2008, which are classified as discontinued operations in these financial statements.

The Risk and Insurance Services segment provides risk management and insurance broking, reinsurance broking and insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations, and private clients. MMC conducts business in this segment primarily through Marsh and Guy Carpenter.

The Consulting segment provides advice and services to the managements of organizations in the areas of human resource consulting, comprising retirement and investments, health and benefits, outsourcing and talent; and strategy and risk management consulting, comprising management, economic and brand consulting. MMC conducts business in this segment through Mercer and Oliver Wyman Group.

The Risk Consulting & Technology segment provides various risk consulting and related risk mitigation services to corporate, government, institutional and individual clients. These services fall into two main business groups: Consulting, which includes corporate advisory and restructuring services, consulting services and security services; and technology-enabled services. MMC conducts business in this segment through Kroll. In the fourth quarter of 2008, MMC disposed of its U.S. and U.K. restructuring businesses. As described in Note 5, MMC recorded a loss of $28 million on the disposition of the U.K. restructuring businesses. The net assets of the U.K. businesses were written-off upon transfer to the new owners. MMC will receive royalties on future revenue of these businesses over the next four years. The royalties will be recognized when earned under the terms of the contracts and when collectibility is reasonably assured. The transfer of the U.S. restructuring business was financed with a seller note. In accordance with the accounting guidance in Topic 5e, assets and liabilities related to the U.S. restructuring business of approximately $33 million and $22 million, respectively, are included in MMC’s consolidated balance sheet at December 31, 2008. If MMC receives interest and principal payments as scheduled for the U.S. business, it will recover the value of the net assets transferred to the new owners and recognize a gain on the disposal of $18 million.

On August 3, 2007, Great-West Lifeco Inc. completed the purchase of Putnam Investments Trust for $3.9 billion in cash. The purchase included Putnam’s interest in the T.H. Lee private equity business. Items related to Putnam that impacted discontinued operations in 2008 are described in Note 8 to these consolidated financial statements. The pre-tax gain on the transaction and Putnam’s results through August 2, 2007 are included in discontinued operations in the accompanying consolidated statements of income in 2007 and Putnam’s comparative operating results are included in discontinued operations in 2006.

Principles of Consolidation: The accompanying consolidated financial statements include all wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

Fiduciary Assets and Liabilities: In its capacity as an insurance broker or agent, MMC collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. MMC also collects claims or refunds from underwriters on behalf of insureds.

Unremitted insurance premiums and claims are held by MMC in a fiduciary capacity. Interest income on these fiduciary funds amounted to $149 million in 2008, $193 million in 2007, and $180 million in

2006. Since fiduciary assets are not available for corporate use, they are shown in the balance sheet as an offset to fiduciary liabilities.

Fiduciary assets include approximately $900 million of fixed income securities classified as available for sale. Unrealized gains or losses from available for sale securities are recorded in other comprehensive income until the securities are disposed of, or mature. Unrealized gains, net of tax, at December 31, 2008 on these securities were $17 million.

Net uncollected premiums and claims and the related payables were $8.6 billion and $9.2 billion at December 31, 2008 and 2007, respectively. MMC 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 MMC and are not included in the accompanying consolidated balance sheets.

In certain instances, MMC 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.

Revenue: Risk and Insurance Services revenue includes insurance commissions, fees for services rendered, interest income on certain fiduciary funds. Insurance commissions and fees for risk transfer services generally are recorded as of the effective date of the applicable policies or, in certain cases (primarily in MMC’s reinsurance operations), as of the effective date or billing date, whichever is later. Commissions are net of policy cancellation reserves, which are estimated based on historic and current data on cancellations. Fees for non-risk transfer services provided to clients are recognized over the period in which the services are provided, using a proportional performance model. Fees resulting from achievement of certain performance thresholds are recorded when such levels are attained and such fees are not subject to forfeiture.

As part of the sale of MMC Capital’s private equity management business in 2005, MMC retained the right to receive certain performance fees related to the Trident II and Trident III private equity partnerships. MMC has deferred the recognition of such performance fee revenue of $77 million at December 31, 2008. This revenue is based on the investment performance over the life of each private equity fund, and future declines in fund performance from current levels may result in the forfeiture of such revenue. MMC recognizes performance fee revenue when such fees are no longer subject to forfeiture, which for the $77 million noted above, may take a number of years to resolve.

Consulting revenue includes fees paid by clients for advice and services and commissions from insurance companies for the placement of individual and group contracts. Fee revenue for engagements where remuneration is based on time plus out-of-pocket expenses is recognized based on the amount of time consulting professionals expend on the engagement. For fixed fee engagements, revenue is recognized using a proportional performance model. Revenue from insurance commissions not subject to a fee arrangement is recorded over the effective period of the applicable policies. Revenues for asset based fees are recognized on an accrual basis by applying the daily/monthly rate as contractually agreed with the client to the net asset value. On a limited number of engagements, performance fees may also be earned for achieving certain pre-determined performance criteria. Such fees are recognized when the performance criteria have been achieved and agreed to by the client. Expenses incurred by professional staff in the generation of revenue are billed to the client and included in revenue.

Risk Consulting & Technology compensation consists of fees paid by clients. Such fees are typically charged on an hourly, project, or fixed fee basis, and sometimes on a per service or per unit basis. Revenue is recognized as the services are performed pursuant to the applicable contractual arrangements. Revenue related to time and materials arrangements is recognized in the period in which the services are performed. Revenue from hourly or daily rate engagements is recognized as hours are expended at the agreed-upon billing amounts. Revenue related to fixed price arrangements is recognized based upon a proportional performance model. Revenue provided from credit services is recognized when the information is delivered to the customer, either electronically or by other means. The impact of any revisions in estimated total revenue and direct contract costs is recognized in the

period in which they become known. Expenses incurred by professional staff in the generation of revenue are billed to the client and included in revenue. Kroll records either billed or unbilled accounts receivable based on case-by-case invoicing determinations. Revenue from sales of software is recognized when the product is shipped, with the exception of royalty-based products, for which revenue is recognized as applicable royalty reports are received. Revenue from software sales is recorded net of estimated customer returns and allowances. Contingent fees are recognized as earned and upon satisfaction of all conditions to their payment.

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.

Fixed Assets: Fixed assets are stated at cost less accumulated depreciation and amortization. Expenditures for improvements are capitalized. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and any gain or loss is reflected in income. Expenditures for maintenance and repairs are charged to operations as incurred.

Depreciation of buildings, building improvements, furniture, and equipment is provided on a straight-line basis over the estimated useful lives of these assets. Leasehold improvements are amortized on a straight-line basis over the periods covered by the applicable leases or the estimated useful life of the improvement, whichever is less. MMC periodically reviews long-lived assets for impairment whenever events or changes indicate that the carrying value of assets may not be recoverable.

The components of fixed assets are as follows:


December 31, (In millions of dollars)	2008			2007
Furniture and equipment	$	1,152		$	1,257
Land and buildings		395			410
Leasehold and building improvements		723			699
`		2,270			2,366
Less-accumulated depreciation and amortization		(1,301	)		(1,374	)
	$	969		$	992

Investment Securities: MMC holds investments in both public and private companies, as well as certain private equity funds. Publicly traded investments are classified as available for sale in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”), and carried at market value. Non-publicly traded investments are carried at cost in accordance with APB Opinion No. 18 (“APB 18”). Changes in the fair value of available for sale securities are recorded in stockholders’ equity, net of applicable taxes, until realized. Securities classified as available for sale under SFAS 115, or carried at cost under APB 18, are considered long-term investments and are included in Other assets in the consolidated balance sheets.

Certain investments, primarily investments in private equity funds, are accounted for using the equity method under APB 18 using a consistently applied three-month lag period. The underlying private equity funds follow investment company accounting, where securities within the fund are carried at fair value. MMC records its proportionate share of the change in fair value of the funds in earnings which amounted to a loss of $11 million in 2008 and gains of $140 million and $153 million in 2007 and 2006, respectively. Securities recorded using the equity method are included in Other assets in the consolidated balance sheets.

Gains, net of incentive compensation, or losses recognized in earnings from the investment securities described above are included in investment income (loss) in the consolidated statements of income. Costs related to management of MMC’s investments, including incentive compensation partially derived from investment income and (loss), are recorded in operating expenses.

Goodwill and Other Intangible Assets: Goodwill represents acquisition costs in excess of the fair value of net assets acquired. Goodwill is reviewed at least annually for impairment. MMC performs an annual impairment test for each of its reporting units during the third quarter of each year. Fair values

of the reporting units are estimated using a market approach or a discounted cash flow model. 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. 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. MMC had no indefinite lived identified intangible assets at December 31, 2008 or 2007.

Capitalized Software Costs: MMC capitalizes certain costs to develop, purchase or modify software for the internal use of MMC. These costs are amortized on a straight-line basis over periods ranging from three to ten years. Costs incurred during the preliminary project stage and post implementation stage are expensed as incurred. Costs incurred during the application development stage are capitalized. Costs related to updates and enhancements are only capitalized if they will result in additional functionality. Capitalized computer software costs of $214 million and $242 million, net of accumulated amortization of $433 million and $450 million at December 31, 2008 and 2007, respectively, are included in Other assets in the consolidated balance sheets.

Legal and Other Loss Contingencies: MMC and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings. MMC records liabilities for contingencies including legal costs when it is probable that a liability has been incurred before the balance sheet date and the amount can be reasonably estimated. To the extent such losses can be recovered under MMC’s insurance programs, estimated recoveries are recorded when losses for insured events are recognized. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. MMC analyzes its litigation exposure based on available information, including consultation with outside counsel handling the defense of these matters, to assess its potential liability. Contingent liabilities are not discounted.

Income Taxes: MMC’s tax rate reflects its income, statutory tax rates and tax planning in the various jurisdictions in which it operates. Significant judgment is required in determining the annual tax rate and in evaluating uncertain tax positions. On January 1, 2007 MMC adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), to account for the uncertainty in income taxes. Accordingly, MMC reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with FIN 48 is a two-step process, the first step involves recognition. We determine whether it is more likely than not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation, based on only the technical merits of the position. The technical merits of a tax position derive from both statutory and judicial authority (legislation and statutes, legislative intent, regulations, rulings, and case law) and their applicability to the facts and circumstances of the tax position. If a tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements. The second step is measurement. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate resolution with a taxing authority.

Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing authorities, or expiration of a statute of limitations barring an assessment for an issue. Prior to January 1, 2007, MMC estimated its uncertain income tax obligations in accordance with SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”), and SFAS 5. MMC recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

temporary and reverse over time, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years for which benefit has already been recorded in the financial statements. Valuation allowances are established for deferred tax assets when it is estimated that future taxable income will be insufficient to use a deduction or credit in that jurisdiction. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for which a deduction has been taken already in the tax return but the expense has not yet been recognized in the financial statements.

U.S. Federal income taxes are provided on unremitted foreign earnings except those that are considered permanently reinvested, which at December 31, 2008 amounted to approximately $2.2 billion. However, if these earnings were not considered permanently reinvested, the incremental tax liability which otherwise might be due upon distribution, net of foreign tax credits, would be approximately $110 million.

Derivative Instruments: All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when the hedged item affects earnings. Change in the fair value attributable to the ineffective portion of cash flow hedges are recognized in earnings.

Concentrations of Credit Risk: Financial instruments which potentially subject MMC to concentrations of credit risk consist primarily of cash and cash equivalents, commissions and fees receivable and insurance recoverables. MMC maintains a policy providing for the diversification of cash and cash equivalent investments and places its investments in a large number of high quality financial institutions to limit the amount of credit risk exposure. Concentrations of credit risk with respect to receivables are generally limited due to the large number of clients and markets in which MMC does business, as well as the dispersion across many geographic areas.

Per Share Data: Basic net income per share and income from continuing operations per share are calculated by dividing the respective after tax income by the weighted average number of shares of MMC’s common stock outstanding, excluding unvested restricted stock. Diluted net income per share and income from continuing operations per share are calculated by dividing the respective after tax income by the weighted average common shares outstanding, which have been adjusted for the dilutive effect of potentially issuable common shares. Reconciliation of net income to net income for diluted earnings per share and basic weighted average common shares outstanding to diluted weighted average common shares outstanding is presented below. The reconciling items, related to the calculation of diluted weighted average common shares outstanding, are the same for continuing operations.


For the Years Ended December 31, (In millions, except average stock price)	2008			2007			2006
Net income (loss)	$	(73	)	$	2,475		$	990
Less: Potential minority interest expense associated with the Putnam Class B common shares		—			(4	)		(13	)
Net income (loss) for diluted earnings per share	$	(73	)	$	2,471		$	977
Basic weighted average common shares outstanding		514			539			549
Dilutive effect of potentially issuable common shares		—			7			8
Diluted weighted average common shares outstanding		514			546			557
Average stock price used to calculate common stock equivalents	$	27.24		$	28.59		$	29.06

There were 50.7 million, 58.8 million and 64.4 million stock options outstanding as of December 31, 2008, 2007 and 2006, respectively. The calculation above includes approximately 3 million common stock equivalents related to stock options for the years ended December 31, 2007 and 2006. There were 7 million common stock equivalents in 2008 that would have increased diluted weighted average

common shares outstanding, however, they have not been included in the calculation since the Company reported a net loss.

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may vary from those estimates.

Reclassifications and Corrections: Certain reclassifications have been made to prior year amounts to conform with current year presentation, in particular with regard to reclassification of certain items between compensation and benefits and other operating expenses in the consolidated income statements amounting to $73 million and $66 million in 2007 and 2006, respectively.

During 2008, MMC recorded corrections to (1) the 2007 tax provision related to the Putnam transaction in the third quarter of 2008; and (2) foreign currency transaction gains and losses related to certain inter-company balances. The correction related to foreign currency transactions represents the net impact of gains arising in 2007 and prior years and a loss arising in 2008, which resulted in a net charge of $17 million in the fourth quarter of 2008. Under relevant accounting guidance, an entity must consider the materiality of errors on both the “iron curtain” and “rollover” methods. Because MMC recorded the adjustment, there is no unrecorded misstatement at December 31, 2008 under the iron curtain method. When considering this error using the rollover method, MMC’s loss from continuing operations in 2008 would have been approximately $30 million higher if the gains related to prior years had been correctly recorded in those prior years. MMC determined that the impact of these corrections was immaterial to its current and prior period financial statements when taken as a whole.

New Accounting Pronouncements: Effective January 1, 2008, MMC adopted the provisions of SFAS No. 157 related to items that are recognized or disclosed in the financial statements on a recurring basis. SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and expands required disclosures about fair value measurements. The adoption of SFAS 157 did not have a material impact on MMC’s consolidated financial statements. See Note 10 for further discussion of SFAS 157.

In February 2008, the FASB issued a final Staff Position “Effective Date of FASB Statement No. 157” (“FSP 157-2”) that delays the effective date of SFAS 157 for non-financial assets and non-financial liabilities, until fiscal years beginning after November 15, 2008, except for items that are recognized or disclosed in the financial statements on a recurring basis. MMC adopted the provisions of FSP 157-2 by deferring application of SFAS 157 to the fair value measurement of its reporting units for goodwill impairment and testing purposes, until the first quarter ended March 31, 2009. MMC does not expect the application of SFAS 157 to its non-financial assets to have a material impact on consolidated financial statements.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits an entity to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adjustment to reflect the difference between fair value and the carrying amount would be accounted for as a cumulative effect adjustment to retained earnings as of the date of adoption. MMC did not elect to adopt the fair value option for any financial assets or liabilities as of January 1, 2008.

On October 10, 2008, the FASB issued Staff Position (“FSP”). No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active”. The FSP applies to financial assets within the scope of SFAS 157 “Fair Value Measurements” (“SFAS 157”) and clarifies the application of SFAS 157 in a market that is not active. The FSP also provides guidelines regarding factors to consider when determining whether an investment is other-than-temporarily impaired, including, (1) the nature of the underlying investment (for example, whether the security is debt, equity

or a hybrid), (2) the length of time and the extent to which the market value has been less than cost, (3) the financial condition and near-term prospects of the issuer; or (4) the intent and ability of the holder to retain its investment in the issuer for a sufficient time to allow for any anticipated recovery in market value. The FSP was effective October 10, 2008. The SEC and FASB Staff stated that because fair value measurements and the assessment of impairment will likely require significant use of judgment, issuers must be sure to provide investors with clear and transparent disclosures. The FSP did not have a material impact on MMC’s financial condition or reported results.

Future Application of New Accounting Pronouncements:

On December 4, 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations” (“SFAS 141R”), and SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”).

SFAS 141R requires entities in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose all information needed by investors and other users to evaluate and understand the nature and financial effect of the business combination. The standard is effective for fiscal years beginning after December 15, 2008. The standard is effective for fiscal years beginning after December 15, 2008. The impact of adopting SFAS 141R will depend on the nature and terms of future acquisitions. Remaining valuation allowances for deferred tax assets and uncertain tax positions (liabilities) related to prior business combinations are not material.

SFAS 160 clarifies that a noncontrolling or minority interest in a subsidiary is considered an ownership interest and accordingly, requires all entities to report the ownership interests in subsidiaries held by parties other than the parent to be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The amount of consolidated net income attributable to the parent and to the noncontrolling interest should be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for as equity transactions. This standard is effective for fiscal years beginning after December 15, 2008. The impact of adopting SFAS 160 will not have a material impact on the consolidated financial statements.

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“The FSP”). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142 by requiring an entity to use its own assumptions adjusted for the entity-specific factors in paragraph 11 of SFAS 142, even when there is likely to be substantial cost or material modifications. This FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, with early adoption prohibited. MMC will apply the provisions prospectively to intangible assets acquired beginning January 1, 2009. The adoption of FSP FAS 142-3 on January 1, 2009, will not have a material effect on MMC’s consolidated financial statements.

In June 2008, the FASB issued Staff Position No. EITF 03-6-1 (“FSP 03-6-1”) “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” FSP 03-6-1 applies to the calculation of earnings per share (“EPS”) under SFAS 128 “Earnings per Share” for share-based payment awards with rights to dividends or dividend equivalents. FSP 03-6-1indicates that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of EPS using the two-step method. FSP 03-6-1 will be effective for fiscal years beginning after December 15, 2008 and interim periods within those years, which for MMC will be the first quarter of 2009. All prior-period EPS data presented will be adjusted retrospectively (including interim statements, summaries of earnings and selected financial data) in conformity with the provisions of FSP 03-6-1. At December 31, 2008, MMC had approximately 18 million unvested shares or units that would be considered participating securities under FSP 03-6-1, of which, approximately 6 million were

considered common stock equivalents in MMC’s diluted earnings per share calculation. The impact on MMC’s diluted net income per share for the years ended December 31, 2008 and 2007 that will be restated as required by FSP 03-6-1 beginning in the first quarter of 2009, is as follows:


	As Reported					As Amended Per Two-Step Method
	2008			2007		2008			2007
Diluted Earnings Per Share
Continuing	$	(0.13	)	$	0.99	$	(0.12	)	$	0.97
Net Income	$	(0.14	)	$	4.53	$	(0.13	)	$	4.46

On November 24, 2008, the FASB ratified EITF Issue No. 08-7 “Accounting for Defensive Intangible Assets” (“Issue No. 08-7”) which provides that a defensive intangible asset should be accounted for as a separate unit of accounting. It should be valued separately from other intangible assets because the defensive intangible asset is separately identifiable. Issue 08-7 also requires defensive intangible assets to be assigned a useful life in accordance with paragraph 11 of Statement 142. Issue 08-7 will be effective for defensive intangible assets acquired on or after December 15, 2008. The impact of adopting Issue No. 08-7 will depend upon the nature of MMC’s future acquisitions.

On November 24, 2008, the FASB ratified EITF Issue No. 08-6 “Equity Method Investment Accounting Considerations” (“Issue No. 08-06”) to address the impact of business combination accounting under FASB Statement 141R and Statement 160 on the application of the equity method. Issue No. 08-6 requires entities to measure equity-method investments initially at cost and to recognize other-than-temporary impairment of equity-method investments in accordance with APB Opinion 18, “The Equity Method of Accounting for Investments in Common Stock” (“Opinion 18”). Equity-method investors should not separately test an investee’s underlying asset(s) for impairment but they should recognize their share of any impairment charge recorded by an investee in accordance with Opinion 18.

Issue No.08-6 requires equity-method investors to account for a share issuance by an investee as if the investor had sold a proportionate share of its investment. Any gain or loss resulting from an investee’s share issuance should be recognized in earnings. Issue No. 08-6 should be applied prospectively and is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The impact of Issue No. 08-6 on MMC’s future results will depend on whether transactions within its scope occur in the future.

On December 30, 2008 the FASB issued Staff Position No. FAS 132R-1, “Employers’ Disclosures about Post Retirement Benefit Plan Assets” (“The FSP”), an amendment of SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”. The FSP requires disclosures about fair value measurements of plan assets similar to those required by Statement 157 as well as (a) how investment allocation decisions are made, (b) the major categories of plan assets, and (c) significant concentrations of risk within plan assets. This FSP is effective for fiscal years ending after December 15, 2009. Comparative information for earlier periods is not required at initial adoption. MMC is evaluating the impact of adopting the provisions of this FSP.

2. Supplemental Disclosures

The following schedule provides additional information concerning acquisitions, interest and income taxes paid:


For the Years Ended December 31, (In millions of dollars)	2008			2007			2006
Purchase acquisitions:
Assets acquired, excluding cash	$	249		$	173		$	200
Issuance of debt and other obligations		(45	)		(11	)		(32	)
Deferred purchase consideration		(78	)		44			53
Net cash outflow for acquisitions	$	126		$	206		$	221
Interest paid	$	216		$	290		$	300
Income taxes paid	$	200		$	1,192		$	597

The consolidated cash flow statements include the cash flow impact of discontinued operations in each cash flow category. The cash flow impact of discontinued operations from the operating, financing and investing cash flow categories is as follows:


For the Years Ended December 31, (In millions of dollars)	2008		2007			2006
Net cash provided by operations	$	—	$	17		$	22
Net cash used for financing activities	$	—	$	(8	)	$	(52	)
Net cash provided by (used for) investing activities	$	—	$	8		$	(26	)

An analysis of the allowance for doubtful accounts is as follows:


For the Years Ended December 31, (In millions of dollars)	2008			2007			2006
Balance at beginning of year	$	119		$	156		$	157
Provision charged to operations		15			4			11
Accounts written-off, net of recoveries		(16	)		(22	)		(23	)
Effect of exchange rate changes and other		(15	)		(19	)		11
Balance at end of year	$	103		$	119		$	156

In December 2006, MMC contributed its limited partnership interest in the Trident III private equity fund, valued at $182 million, to its pension plan in the United Kingdom.

3. Other Comprehensive (Loss) Income

The components of other comprehensive (loss) income are as follows:


For the Years Ended December 31, (In millions of dollars)	2008			2007			2006
Foreign currency translation adjustments	$	(770	)	$	235		$	305
Unrealized investment holding gains, net of income tax liability of $4, $2 and $2 in 2008, 2007 and 2006, respectively		12			4			7
Less: Reclassification adjustment for realized gains included in net income, net of income tax liability of $1, $8 and $14 in 2008, 2007 and 2006, respectively		(1	)		(26	)		(24	)
Net changes under SFAS 158, net of income tax (benefit) liability of $(562) in 2008 and $327 in 2007		(988	)		708			—
Minimum pension liability adjustment, net of income tax liability of $51 in 2006		—			—			101
	$	(1,747	)	$	921		$	389

The components of accumulated other comprehensive loss are as follows:


December 31, (In millions of dollars)	2008			2007
Foreign currency translation adjustments	$	(257	)	$	512
Net unrealized investment gains		25			14
Net charges under SFAS 158		(1,866	)		(877	)
	$	(2,098	)	$	(351	)

4. Acquisitions and Dispositions

During 2008, MMC completed 12 acquisitions, for total purchase consideration of $166 million and also paid $14 million of contingent purchase consideration related to prior acquisitions. The allocation of purchase consideration and contingent purchase consideration paid resulted in acquired goodwill and other intangible assets, amounting to $125 million and $56 million. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized.

5. Discontinued Operations

In 2008, discontinued operations includes three discontinued operations—Putnam, Mediservice and Kroll Crucible—which are discussed in more detail below.

In 2007, discontinued operations includes the gain on the sale of Putnam as well as Putnam’s operating income through August 2, 2007, and, in 2006, includes the operating income from Putnam, Sedgwick Claims Management Services (“SCMS”), Kroll Security International (“KSI”) and Price Forbes. Discontinued operations in 2006 also include the gain on disposal of SCMS and a charge to reduce the carrying value of Price Forbes’ assets to fair value.

As part of the disposal of Putnam, MMC provided indemnities to GWL with respect to certain Putnam-related litigation and regulatory matters described in Note 16, and certain indemnities related to contingent tax liabilities (the “indemnified matters”). In accordance with the guidelines of FASB Interpretation No. 45 (“FIN 45”), MMC estimated the “fair value” of the indemnities based on a (i) probability weighted assessment of possible outcomes; or (ii) in circumstances where the probability or amounts of potential outcomes could not be determined, an analysis of similar but not identical circumstances prepared by an MMC-affiliated professional economic valuation firm. As required by FIN 45, the amounts recognized are the greater of the estimated fair value of the indemnity or the amount required to be recorded under SFAS No. 5 or FIN 48 (for tax-related matters). The remaining liability related to these indemnities (the “FIN 45 liability”) was approximately $216 million at December 31, 2008. The FIN 45 liability considers the potential settlement amount as well as related defense costs. The matters for which indemnities have been provided are inherently uncertain as to their eventual outcome. The process of estimating “fair value” as required by FIN 45 entails necessarily uncertain assumptions about such future outcomes. Consequently, the ultimate resolution of the matters for which indemnities have been provided may well vary significantly from the liabilities calculated under FIN 45.

The indemnities described above do not have a stated expiration date. MMC is released from risk under the indemnity as the indemnified matters are settled or otherwise resolved. Since MMC is not released from risk under the indemnities simply based on the passage of time, future costs of settlements and/or legal fees related to the indemnified matters will be charged against the FIN 45

liability, so long as they are consistent with the estimated exposure contemplated for such matters in establishing the FIN 45 liability. MMC assesses the status of the indemnified matters each reporting period to determine whether to cease reduction of the FIN 45 liability, and/or whether additional accruals are appropriate under either SFAS 5 (for non-tax related matters) or FIN 48 (for tax related matters). Any future charges or credits resulting from the settlement or resolution of the indemnified matters, or any adjustments to the liabilities related to such matters will be recorded in discontinued operations, in accordance with SFAS 144.

During 2006, MMC completed the sale of several businesses: SCMS in January 2006, Price Forbes in September 2006 and KSI in December 2006. The gain or loss on disposal of these businesses, including any charges to reduce the carrying value to fair value less cost to sell, is included in discontinued operations in 2006.

Price Forbes and SCMS were part of MMC’s Risk and Insurance Services segment, while KSI was part of MMC’s Risk Consulting & Technology segment. Putnam represented the entire investment management segment.

Summarized Statements of Income data for discontinued operations are as follows:


For the Year Ended December 31, (In millions of dollars)	2008			2007		2006
Revenue	$	—		$	798	$	1,533
Income before provision for income tax	$	—		$	160	$	304
Provision for income tax		—			71		118
Income from discontinued operations, net of tax		—			89		186

Gain on disposal of discontinued operations		29			2,965		298
Provision for income tax		33			1,117		126
Gain on disposal of discontinued operations, net of tax		(4	)		1,848		172
Discontinued operations, net of tax	$	(4	)	$	1,937	$	358

6. Goodwill and Other Intangibles

Under SFAS 142, MMC is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. MMC recorded goodwill impairment charges totaling $540 million in the first and second quarters of 2008, resulting from an interim goodwill impairment test in its Risk Consulting & Technology segment. MMC performs the annual impairment test for each of its reporting units during the third quarter of each year. Fair values of the reporting units are estimated using a market approach or a discounted cash flow model. 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. MMC completed its 2008 annual review in the third quarter of 2008 and concluded that goodwill is not impaired.

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:


(In millions of dollars)	2008			2007
Balance as of January 1	$	7,388		$	7,206
Goodwill impairment		(540	)		—
Goodwill acquired		125			119
Disposals		(33	)		—
Other adjustments ^(a)		(115	)		63
Balance as of December 31	$	6,825		$	7,388

^(a)	Primarily foreign exchange and purchase accounting adjustments.

Goodwill allocable to each of MMC’s reportable segments is as follows: Risk and Insurance Services $3.7 billion; Consulting $2.0 billion; and Risk Consulting & Technology $1.1 billion. Amortized intangible assets consist of the cost of client lists, client relationships and trade names acquired. The gross cost and accumulated amortization is as follows:


	2008						2007
December 31, (In millions of dollars)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Amortized intangibles	$	681	$	343	$	338	$	706	$	335	$	371

Aggregate amortization expense for the years ended December 31, 2008, 2007 and 2006 was $72 million, $66 million and $80 million, respectively, and the estimated future aggregate amortization expense is as follows:


For the Years Ending December 31, (In millions of dollars)		Estimated Expense
2009		$ 57
2010		51
2011		44
2012		38
2013		30
Subsequent years		118
		$338

7. Income Taxes

Income before income taxes and minority interest shown below is based on the geographic location to which such income is attributable. Although income taxes related to such income may be assessed in more than one jurisdiction, the income tax provision corresponds to the geographic location of the income.


For the Years Ended December 31, (In millions of dollars)	2008			2007			2006
Income before income taxes and minority interest:
U.S.	$	(839	)	$	66		$	233
Other		918			781			679
	$	79		$	847		$	912
Income taxes:
Current–
U.S. Federal	$	(65	)	$	(29	)	$	(68	)
Other national governments		158			208			224
U.S. state and local		29			67			65
		122			246			221
Deferred–
U.S. Federal		(45	)		39			140
Other national governments		112			39			(59	)
U.S. state and local		(52	)		(29	)		(30	)
		15			49			51
Total income taxes	$	137		$	295		$	272

The significant components of deferred income tax assets and liabilities and their balance sheet classifications are as follows:


December 31, (In millions of dollars)	2008		2007
Deferred tax assets:
Accrued expenses not currently deductible	$	586	$	704
Differences related to non-U.S. operations		215		332
Accrued retirement & postretirement benefits — non-U.S. operations		91		—
Accrued retirement benefits U.S.		363		—
Net operating losses ^(a ⁾		114		101
Income currently recognized for tax		60		51
Other		148		58
	$	1,577	$	1,246
Deferred tax liabilities:
Unrealized investment holding gains	$	14	$	8
Differences related to non-U.S. operations		61		160
Depreciation and amortization		152		82
Accrued retirement & postretirement benefits – non-U.S. operations		—		66
Accrued retirement benefits		—		91
Other		57		73
	$	284	$	480

^(a)	Net of valuation allowances of $54 million and $38 million, respectively.


December 31, (In millions of dollars)	2008		2007
Balance sheet classifications:
Current assets	$	147	$	247
Other assets	$	1,146	$	519

A reconciliation from the U.S. Federal statutory income tax rate to MMC’s effective income tax rate is shown below.


For the Years Ended December 31,	2008		2007		2006
	%		%		%
U.S. Federal statutory rate	35.0		35.0		35.0
U.S. state and local income taxes — net of U.S. Federal income tax benefit	(27.5	)	2.9		2.5
Differences related to non-U.S. operations	(67.2	)	(3.0	)	(7.9	)
Goodwill impairment	222.0		—		—
Meals and entertainment	11.0		1.1		1.1
Dividends paid to employees	—		(.8	)	(.5	)
Other	(1.3	)	(.3	)	(.4	)
Effective tax rate	172.0		34.9		29.8

Valuation allowances had a net increase of $16 million in 2008 and $23 million in 2007. During the respective years, adjustments of the beginning of the year balances of valuation allowances increased income tax expense by $8 million in 2008 and $13 million in 2007. None of the cumulative valuation allowances relate to amounts which if realized would reduce goodwill or increase contributed capital in the future. Approximately 80% of MMC’s net operating loss carryforwards expire over various periods from 2009 through 2028, and others are unlimited. In assessing the realizability of deferred tax assets, MMC considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. MMC evaluates all significant available positive and negative evidence, including the existence of losses in recent years and its

forecast of future taxable income, in assessing the need for a valuation allowance. The underlying assumptions MMC uses in forecasting future taxable income require significant judgment and take into account MMC’s recent performance. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which temporary differences are deductible. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, and available tax planning strategies, MMC believes it is more likely than not that it will realize the benefits of the deferred tax assets, net of existing valuation allowances at December 31, 2008. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

On January 1, 2007, MMC adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions. This interpretation requires that MMC recognize in its consolidated financial statements the impact of a tax position when it is more likely than not that the tax position would be sustained upon examination by the tax authorities based on the technical merits of the position. As a result of the implementation of FIN 48, MMC recognized an increase in the liability for unrecognized tax benefits of approximately $13 million, which is accounted for as a reduction to the January 1, 2007 balance of retained earnings. The term “unrecognized tax benefits” in FIN 48 primarily refers to the differences between a tax position taken or expected to be taken in a tax return and the benefit measured and recognized in the financial statements in accordance with the guidelines of FIN 48. Including this increase, MMC had approximately $272 million of total gross unrecognized tax benefits at the beginning of 2007. Of this total, $218 million represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate in any future periods. MMC classifies interest and penalties relating to uncertain tax positions in the financial statements as income taxes. The total gross amount of such accrued interest and penalties, before any applicable federal benefit, at January 1, 2007 was $40 million.

Following is a reconciliation of MMC’s total gross unrecognized tax benefits for the year-to-date periods ended December 31, 2008 and 2007:


(In millions of dollars)	2008			2007
Balance at January 1	$	351		$	272
Additions, based on tax positions related to current year		6			83
Additions for tax positions of prior years		22			70
Reductions for tax positions of prior years		(36	)		(21	)
Reductions due to reclassification to FIN 45 on the sale of Putnam		—			(26	)
Settlements		(47	)		(23	)
Lapses in statutes of limitation		(3	)		(4	)
Balance at December 31	$	293		$	351

Of the total unrecognized tax benefits at December 31, 2008 and 2007, $204 million and $228 million respectively, represent the amount that, if recognized, would favorably affect the effective tax rate in any future periods. The total gross amount of accrued interest and penalties at December 31, 2008 and 2007, before any applicable federal benefit, was $64 million and $43 million, respectively.

As discussed in Note 5, MMC has provided certain indemnities related to contingent tax liabilities as part of the disposal of Putnam. The balance of gross unrecognized tax benefits at January 1, 2008 in the chart above includes balances related to Putnam. Following the close of the Putnam transaction, the unrecognized tax benefits of $26 million related to stand alone tax returns filed by Putnam (not as part of an MMC consolidated tax group) have been reclassified and are included as part of the fair value liability for contingent tax indemnities established in accordance with FIN 45. In addition, at January 1, and December 31, 2007, and December 31, 2008, balances of $22 million, $80 million and $81 million, respectively, included in the chart above relate to Putnam issues included in consolidated MMC tax returns. Since MMC remains primarily liable to the taxing authorities for resolution of uncertain tax positions related to consolidated returns, these balances will remain as part of MMC's

consolidated liability for uncertain tax positions. Any future charges or credits that are directly related to the disposal of Putnam and the indemnified contingent tax issues, including interest accrued in accordance with FIN 48, will be recorded in discontinued operations as incurred.

MMC is routinely examined by the jurisdictions in which it has significant operations. The Internal Revenue Service completed its examination of 2003 through 2005 during the fourth quarter of 2008 and has begun the examination of 2006 through 2008. New York State is examining years 2003 through 2005 for various subsidiaries. California is examining years 2003 through 2005 and years 2000 through 2002 are in various stages of appeal. Massachusetts is examining years 2000 through 2004 for various subsidiaries. Inland Revenue in the United Kingdom is examining tax years 2002 through 2005 for various subsidiaries. Earlier years are closed in all of the foregoing jurisdictions. MMC regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. MMC has established appropriate liabilities for uncertain tax positions in relation to the potential assessments. MMC believes the resolution of tax matters will not have a material effect on the consolidated financial condition of MMC, although a resolution could have a material impact on MMC’s net income or cash flows and on its effective tax rate in a particular future period. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $135 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

8. Retirement Benefits

MMC maintains qualified and non-qualified defined benefit pension plans for its eligible U.S. employees and a variety of defined benefit and defined contribution plans for eligible non-U.S. employees. MMC’s policy for funding its tax qualified defined benefit pension plans is to contribute amounts at least sufficient to meet the funding requirements set forth in U.S. and applicable foreign law.

Combined U.S. and non-U.S. Plans

The weighted average actuarial assumptions utilized for the U.S. and significant non-U.S. defined benefit plans as of the end of the year are as follows:


	Pension Benefits				Postretirement Benefits
	2008		2007		2008		2007
Weighted average assumptions:
Discount rate (for expense)	6.1	%	5.4	%	6.5	%	5.8	%
Expected return on plan assets	8.2	%	8.2	%	—		—
Rate of compensation increase (for expense)	3.8	%	3.8	%	—		—
Discount rate (for benefit obligation)	6.5	%	6.1	%	6.7	%	6.5	%
Rate of compensation increase (for benefit obligation)	4.1	%	3.8	%	—		—

MMC uses Mercer actuaries to perform valuations of its pension plans. The long-term rate of return assumption is selected for each plan based on the facts and circumstances that exist as of the measurement date, and the specific portfolio mix of each plan’s assets. MMC utilizes a model developed by the Mercer actuaries to assist in the setting of this assumption. The model takes into account several factors, including: actual and target portfolio allocation; investment, administrative and trading expenses incurred directly by the plan trust; historical portfolio performance; relevant forward-looking economic analysis; and expected returns, variances and correlations for different asset classes. All returns utilized and produced by the model are geometric averages. These measures are used to determine probabilities using standard statistical techniques to calculate a range of expected returns on the portfolio. MMC generally does not adjust the rate of return assumption from year to year if, at the measurement date, it is within the best estimate range, defined as between the 25 ^th and 75 ^th percentile of the expected long-term annual returns in accordance with the “American Academy of Actuaries Pension Practice Council Note May 2001 Selecting and Documenting Investment Return Assumptions” and consistent with Actuarial Standards of Practice No. 27. The historical five- and ten-year average asset returns of each plan are also reviewed to ensure they are consistent and

reasonable compared with the best estimate range. The expected return on plan assets is determined by applying the assumed long-term rate of return to the market-related value of plan assets as defined by SFAS No. 87. This market-related value recognizes investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market value of assets. Since the market-related value of assets recognizes gains or losses over a five-year period, the future market-related value of the assets will be impacted as previously deferred gains or losses are recorded.

The target asset allocation for the U.S. plans is 65% equities and 35% fixed income, and for the U.K. plans, which comprise approximately 79% of non-U.S. plan assets, is 58% equities and 42% fixed income. As of the measurement date, the actual allocation of assets for the U.S. plan was 58% to equities and 42% to fixed income, and for the U.K. plans was 53% to equities and 47% to fixed income. The assets of MMC’s defined benefit plans are well-diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans’ real return within acceptable risk parameters. MMC uses threshold-based portfolio rebalancing to ensure the actual portfolio remains consistent with target asset allocation ranges.

The U.S. qualified plan holds 8 million shares of MMC common stock. The shares were contributed to the Plan by MMC in September 2005. Prior to this contribution, the U.S. qualified plan held no MMC securities.

The discount rate selected for each U.S. plan is based on a model bond portfolio with coupons and redemptions that closely match the expected liability cash flows from the plan. Discount rates for non-U.S. plans are based on appropriate bond indices such as the Markit iBoxx £ Corporates AA 15+ index in the U.K. Projected compensation increases reflect current expectations as to future levels of inflation.

The components of the net periodic benefit cost for combined U.S. and non-U.S. defined benefit plans and other postretirement plans are as follows:


For the Years Ended December 31, (In millions of dollars)	Pension Benefits									Postretirement Benefits
	2008			2007			2006			2008			2007			2006
Service cost	$	200		$	230		$	235		$	6		$	6		$	6
Interest cost		591			565			494			17			15			14
Expected return on plan assets		(845	)		(799	)		(695	)		—			—			—
Amortization of prior service credit		(56	)		(56	)		(54	)		(14	)		(13	)		(14	)
Recognized actuarial loss		65			207			237			1			2			4
Net periodic benefit cost	$	(45	)	$	147		$	217		$	10		$	10		$	10

U.S. Plans

The following schedules provide information concerning MMC’s U.S. defined benefit pension plans and postretirement benefit plans:


December 31,	U.S. Pension Benefits						U.S. Postretirement Benefits
(In millions of dollars)	2008			2007			2008			2007
Change in benefit obligation:
Benefit obligation at beginning of year	$	3,111		$	3,264		$	173		$	192
Service cost		73			82			4			4
Interest cost		210			196			12			11
Actuarial (gain) loss		159			(297	)		6			(19	)
Medicare Part D subsidy		—			—			5			—
Benefits paid		(142	)		(134	)		(15	)		(15	)
Benefit obligation at end of year	$	3,411		$	3,111		$	185		$	173

Change in plan assets:
Fair value of plan assets at beginning of year	$	3,532		$	3,382		$	—		$	—
Actual return on plan assets		(649	)		264			—			—
Employer contributions		20			20			10			15
Medicare Part D subsidy		—			—			5			—
Benefits paid		(142	)		(134	)		(15	)		(15	)
Fair value of plan assets at end of year	$	2,761		$	3,532		$	—		$	—

Funded status	$	(650	)	$	421		$	(185	)	$	(173	)
Net (liability) asset recognized	$	(650	)	$	421		$	(185	)	$	(173	)
Amounts recognized in the consolidated balance sheets under SFAS 158:
Noncurrent assets	$	—		$	747		$	—		$	—
Current liabilities		(21	)		(20	)		(11	)		(13	)
Noncurrent liabilities		(629	)		(306	)		(174	)		(160	)
	$	(650	)	$	421		$	(185	)	$	(173	)

Amounts not yet recognized in net periodic cost and included in accumulated other comprehensive income:
Unrecognized prior service credit	$	120		$	174		$	52		$	65
Unrecognized net actuarial loss		(1,270	)		(195	)		(15	)		(9	)
Total amounts included in AOCI	$	(1,150	)	$	(21	)	$	37		$	56
Cumulative employer contributions in excess of net periodic cost		500			442			(222	)		(229	)
Net amount recognized in consolidated balance sheet	$	(650	)	$	421		$	(185	)	$	(173	)
Accumulated benefit obligation at December 31	$	3,309		$	3,015		$	—		$	—


December 31,	U.S. Pension Benefits						U.S. Postretirement Benefits
(In millions of dollars)	2008			2007			2008			2007
Reconciliation of unrecognized prior service credit:
Amount disclosed as of prior year end	$	174		$	228		$	65		$	78
Recognized as component of net periodic benefit credit		(54	)		(54	)		(13	)		(13	)
Amount at end of year	$	120		$	174		$	52		$	65


December 31,	U.S. Pension Benefits						U.S. Postretirement Benefits
(In millions of dollars)	2008			2007			2008			2007
Reconciliation of unrecognized net actuarial gain (loss):
Amount disclosed as of prior year end	$	(195	)	$	(572	)	$	(9	)	$	(29	)
Recognized as component of net periodic benefit cost		22			82			—			2

Changes in plan assets and benefit obligations recognized in other comprehensive income:
Liability experience		(159	)		297			(6	)		18
Asset experience		(938	)		(2	)		—			—

Total gain (loss) recognized as change in plan assets and benefit obligations		(1,097	)		295			(6	)		18
Amount at end of year	$	(1,270	)	$	(195	)	$	(15	)	$	(9	)


For the Years Ended December 31,	U.S. Pension Benefits							U.S. Postretirement Benefits
(In millions of dollars)	2008		2007			2006		2008		2007			2006
Total recognized in net periodic benefit cost and other comprehensive loss (income)	$	1,092	$	(284	)	$	55	$	21	$	(4	)	$	4

Estimated amounts that will be amortized from accumulated other comprehensive income in the next fiscal year:


	U.S. Pension Benefits			U.S. Postretirement Benefits
(In millions of dollars)	2009			2009
Prior service credit	$	(48	)	$	(13	)
Net actuarial loss		51			1
Projected cost (credit)	$	3		$	(12	)

The weighted average actuarial assumptions utilized in determining the above amounts for the U.S. defined benefit and other U.S. postretirement plans as of the end of the year are as follows:


	U.S. Pension Benefits				U.S. Postretirement Benefits
	2008		2007		2008		2007
Weighted average assumptions:
Discount rate (for expense)	6.9	%	6.1	%	6.9	%	6.1	%
Expected return on plan assets	8.75	%	8.75	%	—		—
Rate of compensation increase (for expense)	3.4	%	3.4	%	—		—
Discount rate (for benefit obligation)	6.6	%	6.9	%	6.6	%	6.9	%
Rate of compensation increase (for benefit obligation)	3.4	%	3.4	%	—		—

The projected benefit obligation, accumulated benefit obligation and aggregate fair value of plan assets for U.S. pension plans with accumulated benefit obligations in excess of plan assets were $3.4 billion, $3.3 billion and $2.8 billion, respectively, as of December 31, 2008 and $326 million, $312 million and $0, respectively, as of December 31, 2007.

The projected benefit obligation and fair value of plan assets for U.S. pension plans with projected benefit obligation in excess of plan assets was $3.4 billion and $2.8 billion, respectively, as of December 31, 2008 and $326 million and $0, respectively, as of December 31, 2007.

The components of the net periodic benefit cost for the U.S. defined benefit and other postretirement benefit plans are as follows:


	U.S. Pension									U.S. Postretirement Benefits
For the Years Ended December 31, (In millions of dollars)	2008			2007			2006			2008			2007			2006
Service cost	$	73		$	82		$	83		$	4		$	4		$	4
Interest cost		211			196			182			12			11			11
Expected return on plan assets		(289	)		(267	)		(252	)		—			—			—
Amortization of prior service credit		(54	)		(54	)		(54	)		(13	)		(13	)		(14	)
Recognized actuarial loss		22			82			96			—			2			3
Net periodic benefit cost	$	(37	)	$	39		$	55		$	3		$	4		$	4

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The net periodic benefit cost shown above for 2008, 2007 and 2006, respectively, includes the subsidy.

The assumed health care cost trend rate for Medicare eligibles was approximately 10.5% in 2008, gradually declining to 5% in 2019, and the rate for non-Medicare eligibles was 9.5% in 2008, gradually declining to 5% in 2017. Assumed health care cost trend rates have a small effect on the amounts reported for the U.S. health care plans because MMC caps its share of health care trend at 5%. A one percentage point change in assumed health care cost trend rates would have the following effects:


(In millions of dollars)	1 Percentage Point Increase		1 Percentage Point Decrease
Effect on total of service and interest cost components	$	—	$	—
Effect on postretirement benefit obligation	$	—	$	(5	)

Non-U.S. Plans

The following schedules provide information concerning MMC’s non-U.S. defined benefit pension plans and non-U.S. postretirement benefit plans.


December 31, (In millions of dollars)	Non-U.S. Pension Benefits						Non-U.S. Postretirement Benefits
December 31, (In millions of dollars)		2008			2007			2008			2007
Change in benefit obligation:
Benefit obligation at beginning of year	$	6,924		$	7,194		$	91		$	78
Service cost		127			148			2			2
Interest cost		380			369			5			4
Employee contributions		20			29			—			—
Actuarial (gain) loss		(600	)		(779	)		(13	)		5
Effect of settlement		(2	)		(10	)		—			—
Effect of curtailment		(3	)		(2	)		—			—
Special termination benefits		3			2			—			—
Benefits paid		(258	)		(238	)		(3	)		(4	)
Foreign currency changes		(1,498	)		207			(19	)		6
Other		—			4			—			—
Benefit obligation at end of year	$	5,093		$	6,924		$	63		$	91
Change in plan assets:
Fair value of plan assets at beginning of year	$	7,445		$	6,895		$	—		$	—
Actual return on plan assets		(945	)		384			—			—
Effect of settlement		(2	)		(10	)		—			—
Company contributions		241			189			3			4
Employee contributions		20			29			—			—
Benefits paid		(258	)		(238	)		(3	)		(4	)
Acquisitions/divestitures		—			4			—			—
Foreign currency changes		(1,534	)		192			—			—
Fair value of plan assets at end of year	$	4,967		$	7,445		$	—		$	—
Funded status	$	(126	)	$	521		$	(63	)	$	(91	)
Net (liability) asset recognized	$	(126	)	$	521		$	(63	)	$	(91	)

Amounts recognized in the consolidated balance sheets under SFAS 158:
Noncurrent assets	$	145		$	663		$	—		$	—
Current liabilities		(7	)		(8	)		(3	)		(4	)
Noncurrent liabilities		(264	)		(134	)		(60	)		(87	)
	$	(126	)	$	521		$	(63	)	$	(91	)
Amounts not yet recognized in net periodic cost and included in accumulated other comprehensive income:
Unrecognized prior service credit	$	22		$	28		$	1		$	2
Unrecognized net actuarial loss		(1,697	)		(1,317	)		(7	)		(24	)
Total amounts included in AOCI	$	(1,675	)	$	(1,289	)	$	(6	)	$	(22	)
Cumulative employer contributions in excess of net periodic cost		1,549			1,810			(57	)		(69	)
Net amount recognized in consolidated balance sheet	$	(126	)	$	521		$	(63	)	$	(91	)
Accumulated benefit obligation at December 31	$	4,729		$	6,348		$	—		$	—


December 31, (In millions of dollars)	Non-U.S. Pension Benefits						Non-U.S. Postretirement Benefits
December 31, (In millions of dollars)		2008			2007			2008			2007
Reconciliation of prior service credit:
Amount disclosed as of prior year end	$	28		$	26		$	2		$	2
Recognized as component of net periodic benefit gain		(2	)		(2	)		(1	)		—
Effect of curtailment		1			—			—			—

Changes in plan assets and benefit obligations recognized in other comprehensive income:
Exchange rate adjustments		(5	)		4			—			—
Amount at end of year	$	22		$	28		$	1		$	2

December 31, (In millions of dollars)	Non-U.S. Pension Benefits						Non-U.S. Postretirement Benefits
December 31, (In millions of dollars)		2008			2007			2008			2007
Reconciliation of net loss:
Amount disclosed as of prior year end	$	(1,317	)	$	(2,020	)	$	(24	)	$	(18	)
Recognized as component of net periodic benefit cost		43			125			1			1
Effect of settlement		(1	)		(3	)		—			—

Changes in plan assets and benefit obligations recognized in other comprehensive income:
Liability experience		600			779			13			(5	)
Asset experience		(1,502	)		(147	)		—			—
Effect of curtailment		4			—			—			—
Other		—			2			—			—
Total amount recognized as change in plan assets and benefit obligations		(898	)		634			13			(5	)
Other		5			—			—			—
Exchange rate adjustments		471			(53	)		3			(2	)
Amount at end of year	$	(1,697	)	$	(1,317	)	$	(7	)	$	(24	)


	Non-U.S. Pension Benefits							Non-U.S. Postretirement Benefits
For the Years Ended December 31, (In millions of dollars)	2008		2007			2006		2008			2007		2006
Total recognized in net periodic benefit cost and other comprehensive loss (income)	$	382	$	(599	)	$	174	$	(9	)	$	12	$	6

Estimated amounts that will be amortized from accumulated other comprehensive income in the

next fiscal year:


	Non-U.S. Pension Benefits
(In millions of dollars)	2009
Prior service credit	$ (2	)
Net actuarial loss	15
Projected cost	$13

The weighted average actuarial assumption utilized in determining the above amounts for the non-U.S. defined benefit and other non-U.S. postretirement plans as of the end of the year are as follows:


	Non-U.S. Pension Benefits				Non-U.S. Postretirement Benefits
December 31, (In millions of dollars)	2008		2007		2008		2007
Weighted average assumptions:
Discount rate (for expense)	5.7	%	5.1	%	5.7	%	5.2	%
Expected return on plan assets	8.0	%	8.0	%	—		—
Rate of compensation increase (for expense)	4.0	%	4.0	%	—		—
Discount rate (for benefit obligation)	6.4	%	5.7	%	6.9	%	5.7	%
Rate of compensation increase (for benefit obligation)	4.5	%	4.0	%	—		—

The non-U.S. defined benefit plans do not have any direct or indirect ownership of MMC common stock.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were $443 million, $390 million and $270 million, respectively, as of December 31, 2008 and $338 million, $291 million and $207 million, respectively, as of December 31, 2007.

The projected benefit obligation and fair value of plan assets for non-U.S. pension plans with projected benefit obligations in excess of plan assets was $3.0 billion and $2.7 billion, respectively, as of December 31, 2008 and $430 million and $288 million, respectively, as of December 31, 2007.

The components of the net periodic benefit cost for the non-U.S. defined benefit and other postretirement benefit plans and the curtailment, settlement and termination expenses under SFAS 88 are as follows:


For the Years Ended December 31, (In millions of dollars)	Non-U.S. Pension Benefits									Non-U.S. Postretirement Benefits
	2008			2007			2006			2008			2007		2006
Service cost	$	127		$	148		$	152		$	2		$	2	$	2
Interest cost		380			369			312			5			4		3
Expected return on plan assets		(556	)		(532	)		(443	)		—			—		—
Amortization of prior service credit		(2	)		(2	)		—			(1	)		—		—
Recognized actuarial loss		43			125			141			1			—		1
Net periodic benefit cost	$	(8	)	$	108		$	162		$	7		$	6	$	6
Settlement (gain)/loss		(1	)		(2	)		4			—			—		—
Curtailment (gain)/loss		1			(2	)		3			—			—		—
Special termination benefits		3			2			5			—			—		—
Total (credit) cost	$	(5	)	$	106		$	174		$	7		$	6	$	6

The assumed health care cost trend rate was approximately 7.3% in 2008, gradually declining to 5.2% in 2013. Assumed health care cost trend rates have a significant effect on the amounts reported for the non-U.S. health care plans. A one percentage point change in assumed health care cost trend rates would have the following effects:


(In millions of dollars)	1 Percentage Point Increase		1 Percentage Point Decrease
Effect on total of service and interest cost components	$	1	$	(1	)
Effect on postretirement benefit obligation	$	8	$	(7	)

Estimated Future Benefit Payments

MMC’s estimated future benefit payments for its pension and postretirement benefits (without reduction for Medicare subsidy receipts) at December 31, 2008 are as follows:


December 31, (In millions of dollars)	Pension Benefits				Postretirement Benefits
December 31, (In millions of dollars)	U.S.		Non-U.S.		U.S.		Non-U.S.
2009	$	164	$	406	$	14	$	3
2010		175		210		14		4
2011		186		222		15		4
2012		197		241		15		4
2013		210		246		16		4
2014-2018	$	1,257	$	1,458	$	92	$	24

Contribution Plans

MMC maintains certain defined contribution plans for its employees, including the Marsh & McLennan Companies 401(K) Savings & Investment Plan (“SIP”), that are qualified under U.S. tax laws. Under these plans, eligible employees may contribute a percentage of their base salary, subject to certain limitations. For the SIP, MMC matches a fixed portion of the employees’ contributions and may also make additional discretionary contributions. The SIP contains an Employee Stock Ownership Plan under U.S. tax law and plan assets of which approximately $321 million at December 31, 2008 and $365 million at December 31, 2007 were invested in MMC common stock. If a participant does not choose an investment direction for his or her future MMC matching contributions, they are automatically invested in the Putnam Fixed Income Fund or a Barclays Global Investors Lifepath Portfolio that most closely matches the participant’s retirement year. The cost of these defined contribution plans related to continuing operations was $53 million, $46 million, and $45 million for 2008, 2007 and 2006, respectively.

9. Stock Benefit Plans

MMC maintains multiple share-based payment arrangements under which employees are awarded grants of restricted stock, stock options and other forms of stock-based payment arrangements. Effective July 1, 2005, MMC adopted the recognition and measurement provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123 (R)”), using the modified-prospective transition method. Under this transition method, compensation cost includes compensation cost for all share-based payment arrangements granted prior to but not yet vested as of July 1, 2005, based on the grant date fair value and expense attribution methodology determined in accordance with the original provisions of SFAS 123, and compensation cost for all share-based payment arrangements granted subsequent to June 30, 2005, based on the grant-date fair value and expense attribution methodology determined in accordance with the provisions of SFAS 123 (R).

MMC Incentive and Stock Award Plans

In 2000, the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (the “2000 Employee Plan”) and the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (the “2000 Executive Plan”) were adopted. The types of awards permitted under these plans include stock options, restricted stock, stock bonus units, restricted and deferred stock units payable in MMC common stock or cash, and other stock-based and performance-based awards. The Compensation Committee of the Board of Directors (the “Compensation Committee”) determines, at its discretion, which affiliates may participate in the plans, which eligible employees will receive awards, the types of awards to be received, and the terms and conditions thereof. The right of an employee to receive an award may be subject to performance conditions as specified by the Compensation Committee. The 2000 Plans contain provisions which, in the event of a change in control of MMC, may accelerate the vesting of the awards. Awards relating to not more than 80,000,000 shares of common stock may be made over the life of the 2000 Employee Plan plus shares

remaining unused under pre-existing employee stock plans. Awards relating to not more than 8,000,000 shares of common stock may be made over the life of the 2000 Executive Plan plus shares remaining unused under pre-existing executive stock plans.

Stock Options: Options granted under the 2000 Plans may be designated as either incentive stock options or non-qualified stock options. The Compensation Committee determines the terms and conditions of the option, including the time or times at which an option may be exercised, the methods by which such exercise price may be paid, and the form of such payment. Options are generally granted with an exercise price equal to the market value of MMC’s common stock at the date of grant. These option awards generally vest 25% per annum and have a contractual term of 10 years. On March 16, 2005, MMC began granting options that provide for a market-based triggering event before a vested option can be exercised. The terms and conditions of these stock option awards provide that (i) options will vest at a rate of 25% a year beginning one year from the date of grant and (ii) each vested tranche will only become exercisable if the market price of MMC’s stock appreciates to a level of 15% above the exercise price of the option and maintains that level for at least ten (10) consecutive trading days after the award has vested. MMC accounts for these awards under SFAS 123(R) as market-condition options. The effect of the market condition is reflected in the grant-date fair value of such awards. Compensation cost is recognized over the requisite service period and is not subsequently adjusted if the market condition is not met. For awards without a market-based triggering event, compensation cost is generally recognized on a straight-line basis over the requisite service period which is normally the vesting period.

The estimated fair value of options granted without a market-based triggering event is calculated using the Black-Scholes option pricing valuation model. This model takes into account several factors and assumptions. The risk-free interest rate is based on the yield on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumption at the time of grant. The expected life (estimated period of time outstanding) is estimated using the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior. MMC uses a blended volatility rate based on the following: (i) volatility derived from daily closing price observations for the 10-year period ended on the valuation date, (ii) implied volatility derived from traded options for the period one week before and one week after the valuation date and (iii) average volatility for the 10-year periods ended on 15 anniversaries prior to the valuation date, using daily closing price observations. The expected dividend yield is based on expected dividends for the expected term of the stock options.

The assumptions used in the Black-Scholes option pricing valuation model for options granted by MMC in 2008, 2007 and 2006 are as follows:


	2008		2007		2006
Risk-free interest rate	2.98%-3.33	%	4.54	%	4.2%-5.0	%
Expected life (in years)	6.0		5.0		5.0
Expected volatility	29.7%-32.2	%	29.9	%	29.0%-30.0	%
Expected dividend yield	2.93%-3.07	%	2.37	%	2.1%-2.7	%

The estimated fair value of options granted with a market-based triggering event was calculated using a binomial valuation model. The factors and assumptions used in this model are similar to those utilized in the Black-Scholes option pricing valuation model except that the risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve over the contractual term of the option, and the expected life is calculated by the model.

The assumptions used in the binomial option pricing valuation model for options granted during 2008, 2007 and 2006 are as follows:


	2008		2007		2006
Risk-free interest rate	1.99%-4.41	%	3.2%-5.0	%	4.7%-5.3	%
Expected life (in years)	5.0-7.5		5.2-7.4		5.0-7.1
Expected volatility	29.7%-33.1	%	27.8%-30.0	%	29.0	%
Expected dividend yield	2.3%-3.1	%	2.6%-2.9	%	2.3	%

A summary of the status of MMC’s stock option awards as of December 31, 2008 and changes during the year then ended is presented below:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value ($000)
Balance at January 1, 2008	58,809,779		$	34.20
Granted	2,852,098		$	26.79
Exercised	(742,072	)	$	27.88
Canceled or exchanged	—			—
Forfeited	(10,234,075	)	$	32.85
Expired	—			—
Balance at December 31, 2008	50,685,730		$	34.13	4.5 years	—
Options vested or expected to vest at December 31, 2008	50,181,277		$	34.17	4.4 years	—
Options exercisable at December 31, 2008	28,975,348		$	37.37	2.5 years	—

The weighted-average grant-date fair value of MMC’s option awards granted during the years ended December 31, 2008, 2007 and 2006 was $6.63, $7.79, and $8.55, respectively. The total intrinsic value of options exercised during the same periods was $3 million, $8 million, and $31 million, respectively.

As of December 31, 2008, there was $16.8 million of unrecognized compensation cost related to MMC’s option awards. The weighted-average period over which that cost is expected to be recognized is 1.4 years. Cash received from the exercise of stock options for the years ended December 31, 2008, 2007 and 2006 was $21 million, $53 million, and $52 million, respectively.

MMC’s policy is to issue treasury shares upon option exercises or share unit conversion. MMC intends to issue treasury shares as long as an adequate number of those shares are available.

Restricted Stock: Restricted shares of MMC’s common stock may be awarded under MMC’s incentive and stock award plans and are subject to restrictions on transferability and other restrictions, if any, as the Compensation Committee may impose. The Compensation Committee may also determine when and under what circumstances the restrictions may lapse and whether the participant receives the rights of a stockholder, including, without limitation, the right to vote and receive dividends. Unless the Compensation Committee determines otherwise, restricted stock that is still subject to restrictions is forfeited upon termination of employment. Shares granted generally become unrestricted at the earlier of: (1) January 1 of the year following the vesting grant date anniversary or (2) the later of the recipient’s normal or actual retirement date. For shares granted prior to 2004, the grant date anniversary is ten years. For shares granted during 2004 and 2005, the grant date anniversary is 7 years and 5 years, respectively. However, certain restricted shares granted in 2005 vest on the third anniversary of the grant date. There were no restricted shares granted in 2008 or 2007.

A summary of the status of MMC’s restricted stock awards as of December 31, 2008 and changes during the period then ended is presented below:


	Shares		Weighted Average Grant Date Fair Value
Non-vested balance at January 1, 2008	524,869		$	38.10
Granted	—			—
Vested	(136,269	)	$	28.67
Forfeited	(314,700	)	$	41.40
Non-vested balance at December 31, 2008	73,900		$	41.41

MMC did not grant any restricted stock awards during the years ended December 31, 2008 or 2007. The total fair value of MMC’s restricted stock distributed during the years ended December 31, 2008, 2007 and 2006 was $5.1 million, $0.8 million and $1.8 million, respectively.

Restricted Stock Units: Restricted stock units may be awarded under MMC’s Incentive and Stock Award plans. The Compensation Committee determines the restrictions on such units, when the restrictions lapse, when the units vest and are paid, and upon what terms the units are forfeited. The cost of these awards is amortized over the vesting period, which is generally three years. Beginning with awards granted in 2006, awards to senior executives and other employees may include three-year performance-based restricted stock units and three-year service-based restricted stock units. The payout of performance-based restricted stock units (payable in shares of MMC common stock) may range from 0–200% of the number of units granted, based on the achievement of objective, pre-determined MMC or operating company performance measures over a three-year performance period. MMC accounts for these awards as performance condition restricted stock units. The performance condition is not considered in the determination of grant date fair value of such awards. Compensation cost is recognized over the performance period based on management’s estimate of the number of units expected to vest and is adjusted to reflect the actual number of shares paid out at the end of the three-year performance period. Dividend equivalents are paid on both performance-based and service-based restricted stock units prior to payout, based on the initial grant amount.

A summary of the status of MMC’s restricted stock unit awards as of December 31, 2008 and changes during the period then ended is presented below:


	Shares		Weighted Average Grant Date Fair Value
Non-vested balance at January 1, 2008	3,971,262		$	30.22
Granted	5,777,658		$	26.16
Vested	(955,896	)	$	29.79
Forfeited	(503,856	)	$	28.90
Non-vested balance at December 31, 2008	8,289,168		$	27.52

The weighted-average grant-date fair value of MMC’s restricted stock units granted during the years ended December 31, 2007 and 2006 was $29.60 and $30.30, respectively. The total fair value of MMC’s restricted stock units distributed during the years ended December 31, 2008, 2007, and 2006 was $22.4 million, $7.4 million and $5.8 million, respectively.

Deferred Stock Units: Deferred stock units may be awarded under MMC’s incentive and stock award plans. The Compensation Committee determines the restrictions on such units, when the restrictions lapse, when the units vest and are paid, and upon what terms the units are forfeited. The cost of these awards is amortized over the vesting period, which is generally three years.

A summary of the status of MMC’s deferred stock unit awards as of December 31, 2008 and changes during the period then ended is presented below:


	Shares		Weighted Average Grant Date Fair Value
Non-vested balance at January 1, 2008	9,818,747		$	29.60
Granted	3,456,528		$	26.56
Vested	(2,795,935	)	$	30.30
Forfeited	(1,068,311	)	$	29.90
Non-vested balance at December 31, 2008	9,411,029		$	28.24

The weighted-average grant-date fair value of MMC’s deferred stock units granted during the years ended December 31, 2007 and 2006 was $28.83 and $29.36, respectively. The total fair value of MMC’s deferred stock units distributed during the years ended December 31, 2008, 2007, and 2006 was $71.6 million, $75.6 million, and $53.5 million, respectively.

As of December 31, 2008, there was $288 million of unrecognized compensation cost related to MMC’s restricted stock, restricted stock units and deferred stock unit awards.

MMC Stock Purchase Plans

In May 1999, MMC’s stockholders approved an employee stock purchase plan (the “1999 Plan”) to replace the 1994 Employee Stock Purchase Plan (the “1994 Plan”), which terminated on September 30, 1999 following its fifth annual offering. Under the current terms of the plan, shares are purchased four times during the plan year at a price that is 95% of the average market price on each quarterly purchase date. Under the 1999 Plan, after including the available remaining unused shares in the 1994 Plan and reducing the shares available by 10,000,000 consistent with the MMC Board of Directors’ action in March 2007, no more than 35,600,000 shares of MMC’s common stock may be sold. Employees purchased 1,361,787 shares during the year ended December 31, 2008. At December 31, 2008, 8,564,609 shares were available for issuance under the 1999 Plan. Under the 1995 MMC Stock Purchase Plan for International Employees (the “International Plan”), after reflecting the additional 5,000,000 shares of common stock for issuance approved by the MMC Board of Directors in July 2002, and the addition of 4,000,000 shares due to shareholder action in May 2007, no more than 12,000,000 shares of MMC’s common stock may be sold. Employees purchased 260,717 shares during the year ended December 31, 2008. At December 31, 2008, 3,716,056 shares were available for issuance under the International Plan. The plans are considered non-compensatory under SFAS 123(R).

10. Fair Value Measurements

Effective January 1, 2008, MMC adopted the provisions of SFAS No. 157 “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and expands required disclosures about fair value measurements.

Fair Value Hierarchy

MMC categorizes financial instruments into a three-level fair value hierarchy as defined in SFAS 157. 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, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Financial assets recorded in the consolidated balance sheets are categorized based on the inputs in the valuation techniques as follows:

Level 1. Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities, listed derivatives, most U.S. Government and agency securities, and certain other sovereign government obligations).

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

Level 2. Financial assets and liabilities whose values are based on the following:

a) Quoted prices for similar assets or liabilities in active markets (for example, restricted stock);

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.

Level 3. Financial 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).

The Company does not have any Level 3 assets or liabilities.

Valuation Techniques

Equity Securities & Mutual Funds

Investments for which market quotations are readily available are valued at the sale price on their principal exchange, or official closing bid price for certain markets. If no sales are reported, the security is valued at its last reported bid price.

Other Sovereign Government Obligations, Municipal Bonds and Corporate Bonds .

These investments are valued on the basis of valuations furnished by an independent pricing service approved by the Trustees or dealers selected by Putnam Investment Management LLC (“Putnam Management”), the fund’s manager, a wholly owned subsidiary of Putnam LLC. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutions traders, between securities.

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 December 31, 2008.

Fair Value Measurement on a Recurring Basis


(In millions of dollars)	Identical Assets (Level 1)		Inputs (Level 2)		Unobservable Inputs (Level 3)		As of 12/31/08
Assets
Financial Instruments Owned:
Exchange Traded Equity Securities (a)	$	11	$	—	$	—	$	11
Mutual Funds (b)	$	107	$	—	$	—	$	107
State and Local Obligations (including non U.S. Locales) (c)	$	—	$	234	$	—	$	234
Other Sovereign Government Obligations and Supranational Agencies (c)	$	—	$	531	$	—	$	531
Corporate and Other Debt	$	—	$	122	$	—	$	122
Medium Term Bond Funds and Fixed Income Securities (a)	$	—	$	8	$	—	$	8
	$	118	$	895	$	—	$	1,013

(a)	Included in Long-Term Investments in the Consolidated Balance Sheet.

(b)	Included in Other Assets in the Consolidated Balance Sheet.

(c)	Included in Fiduciary Assets in the Consolidated Balance Sheet.

11. Long-term Commitments

MMC leases office facilities, equipment and automobiles under noncancelable operating leases. These leases expire on varying dates; in some instances contain renewal and expansion options; do not restrict the payment of dividends or the incurrence of debt or additional lease obligations; and contain no significant purchase options. In addition to the base rental costs, occupancy lease agreements generally provide for rent escalations resulting from increased assessments for real estate taxes and other charges. Approximately 98% of MMC’s lease obligations are for the use of office space.

The consolidated statements of income include net rental costs of $468 million, $511 million and $509 million for 2008, 2007 and 2006, respectively, after deducting rentals from subleases ($8 million in 2008, $23 million in 2007 and $26 million in 2006). The net rental costs disclosed above exclude rental costs and sublease income for previously accrued restructuring charges related to vacated space.

At December 31, 2008, the aggregate future minimum rental commitments under all noncancelable operating lease agreements are as follows:


For the Years Ending December 31, (In millions of dollars)	Gross Rental Commitments		Rentals from Subleases		Net Rental Commitments
2009	$	434	$	48	$	386
2010	$	411	$	47	$	364
2011	$	362	$	44	$	318
2012	$	331	$	44	$	287
2013	$	288	$	43	$	245
Subsequent years	$	1,609	$	272	$	1,337

MMC has entered into agreements with various service companies to outsource certain information systems activities and responsibilities and processing activities. Under these agreements, MMC is required to pay minimum annual service charges. Additional fees may be payable depending upon the volume of transactions processed, with all future payments subject to increases for inflation. At December 31, 2008, the aggregate fixed future minimum commitments under these agreements are as follows:


For the Years Ending December 31, (In millions of dollars)	Future Minimum Commitments
2009	$	54
2010		24
2011		22
Subsequent years		45
	$	145

12. Debt

MMC’s outstanding debt is as follows:


December 31, (In millions of dollars)	2008		2007

Short-term:
Current portion of long-term debt	$	408	$	260

Long-term:
Senior notes – 7.125% due 2009	$	400	$	400
Senior notes – 6.25% due 2012 (5.1% effective interest rate)		257		260
Senior notes – 3.625% due 2008		—		250
Senior notes – 4.850% due 2013		249		249
Senior notes – 5.875% due 2033		296		296
Senior notes – 5.375% due 2014		648		647
Senior notes – 5.15% due 2010		549		548
Senior notes – 5.75% due 2015		747		746
Mortgage – 5.70% due 2035		454		461
Other		2		7
		3,602		3,864
Less current portion		408		260
	$	3,194	$	3,604

During the first quarter of 2008, MMC’s 3.625% five-year fixed rate $250 million senior notes matured. MMC used cash on hand to fund the maturing notes. There were no commercial paper borrowings outstanding at December 31, 2008 or 2007.

MMC and certain of its foreign subsidiaries maintain a $1.2 billion multi-currency revolving credit facility. Subsidiary borrowings under the facility are unconditionally guaranteed by MMC. The facility expires in December 2010. The interest rate on this facility varies based upon the level of usage of the facility and MMC’s credit ratings. The facility requires MMC to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at December 31, 2008 or 2007.

Additional credit facilities, guarantees and letters of credit are maintained with various banks, primarily related to operations located outside the United States, aggregating $285 million at December 31, 2008 and $265 million at December 31, 2007. There were no outstanding borrowings under these facilities at December 31, 2008 or December 31, 2007.

Scheduled repayments of long-term debt in 2009 and in the four succeeding years are $408 million, $559 million, $8 million, $259 million and $259 million, respectively.

13. Financial Instruments

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


	2008				2007
December 31, (In millions of dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	1,685	$	1,685	$	2,133	$	2,133
Long-term investments	$	137	$	137	$	66	$	66
Short-term debt	$	408	$	407	$	260	$	260
Long-term debt	$	3,194	$	2,959	$	3,604	$	3,616

Cash and Cash Equivalents : The estimated fair value of MMC’s cash and cash equivalents approximates their carrying value.

Long-term Investments : Long-term investments include available for sale securities recorded at quoted market prices as discussed below. MMC also has certain additional long-term investments, for which there are no readily available market prices, amounting to $91 million and $43 million at December 31, 2008 and 2007, respectively, which are carried on a cost basis. MMC monitors these investments for impairment and makes appropriate reductions in carrying values when necessary.

MMC had available for sale securities with an aggregate fair value of $21 million and $23 million at December 31, 2008 and 2007, respectively, which are carried at market value under SFAS 115. The Company recorded gross unrealized gains of $24 million and gross unrealized losses of $8 million at December 31, 2008 compared with gross unrealized gains of $22 million recorded at December 31, 2007. These amounts have been excluded from earnings and reported, net of deferred income taxes, in accumulated other comprehensive loss, which is a component of stockholders’ equity.

The 2008 unrealized gain of $24 million relates to the portion of insurance fiduciary funds which MMC holds to satisfy fiduciary obligations that are invested in high quality debt securities which are generally held to maturity.

MMC recorded net gains/(losses) associated with its available for sale securities of $(3) million, $20 million and $35 million, in 2008, 2007 and 2006, respectively. Proceeds from the sale of available for sale securities for the years ended December 31, 2008, 2007 and 2006 were $19 million, $29 million and $52 million, respectively. Gross realized gains/(losses) on available for sale securities sold during 2008, 2007 and 2006 amounted to $(3) million, $20 million and $35 million, respectively. The cost of

securities sold is determined using the average cost method for equity securities. The gains and losses described above are included in investment income (loss) in the consolidated statements of income.

MMC also holds investments in certain private equity fund partnerships which are accounted for using the equity method and other investments that are held at cost. MMC recorded gains (losses) from such investments of $(9) million, $148 million and $166 million in 2008, 2007 and 2006, respectively. The loss in 2008 included a $6.3 million loss related to the decline in value of securities that were carried at cost. These losses were other than temporary. During 2007 and 2006, MMC did not record any losses related to the decline in value of its equity method investments or investments carried at cost that were other than temporary. The gains and losses described above are included in investment income (loss) in the consolidated statements of income.

In 2007, MMC’s investment in Trident II, L.P. met the thresholds which require disclosure of summarized financial information under Regulation S-X. The consolidated information presented below reflects the most recently available financial statements at September 30, 2008 and December 31, 2007 and 2006.


(In millions of dollars)	September 30, 2008			December 31, 2007		December 31, 2006
Assets
Investments at fair value	$	785		$	903	$	1,004
Other assets		42			47		152
Total assets	$	827		$	950	$	1,156
Liabilities		—			—		—
Net assets (Partners’ Capital)	$	827		$	950	$	1,156

For the nine months ended September 30 (In millions of dollars)	2008			2007		2006
Investment income	$	21		$	19	$	19
Expenses		1			2		3
Net investment income		20			17		16
Realized gains		6			154		202
Unrealized appreciation		(118	)		112		59
Net (decrease) increase in net assets	$	(92	)	$	283	$	277

Short-term and Long-term Debt : The fair value of MMC’s short-term debt, which consists primarily of term debt maturing within the next year, approximates its carrying value. The estimated fair value of MMC’s long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities.

14. Integration and Restructuring Costs

Actions Initiated in 2008

In 2008, MMC implemented restructuring actions resulting in charges totaling $262 million, primarily related to severance and benefits, and other related charges totaling $50 million related to the loss of $28 million on the sale of the U.K. restructuring businesses and accelerated amortization. These costs were incurred as follows: Risk and Insurance Services—$218 million, Consulting—$40 million, Risk Consulting & Technology—$45 million, and Corporate—$9 million. These activities resulted in the elimination of approximately 1,660 positions at Marsh, 360 positions at Guy Carpenter, 490 positions at Mercer, 300 positions at Risk Consulting & Technology and 85 positions at Corporate. In addition, Marsh outsourced approximately 700 positions as part of its U.K. back office outsourcing initiative. As of December 31, 2008, the remaining liability for the restructuring initiatives were approximately $97 million primarily related to severance and benefit payments and future lease obligations.

Actions Initiated Prior to 2008

In 2008, MMC recorded $73 million of restructuring charges and other related charges of $3 million, including a charge of $62 million for future rent and real estate costs to exit five floors in MMC’s New York headquarters building that was part of the restructuring plan announced in 2006, and $11 million of charges related to the estimated costs of future rent associated with previously vacated properties in the U.K. and other locations. These amounts were included in corporate expenses. As of December 31, 2008, the remaining liability for the restructuring initiatives were approximately $126 million primarily related to future severance and benefit payments and estimated future lease obligations.

The expenses associated with the restructuring plans are included in compensation and benefits and other operating expenses in the consolidated statements of income, and liabilities associated with these initiatives are classified on the consolidated balance sheets as accounts payable, other liabilities, or accrued salaries, depending on the nature of the items.

15. Common Stock

In August 2007, MMC entered into an $800 million accelerated share repurchase agreement with a financial institution counterparty. Under the terms of the agreement, MMC paid the full $800 million purchase price and took delivery from the counterparty of an initial tranche of 21,320,530 shares of MMC common stock. This number of shares was the quotient of the $800 million purchase price divided by a contractual “cap” price of $37.5225 per share. Based on the market price of MMC’s common stock over the subsequent settlement period, in March 2008 the counterparty delivered to MMC an additional 10,751,100 shares for no additional payment and the transaction was concluded. MMC thus repurchased a total of 32,071,630 shares at average price per share to MMC of $24.9442. The repurchased shares were reflected as an increase to treasury shares (a decrease in shares outstanding) on the respective delivery dates. This transaction was effected under a $1.5 billion share repurchase authorization granted by MMC’s Board of Directors in August 2007. MMC remains authorized to repurchase additional shares of its common stock up to a value of $700 million. There is no time limit on this authorization.

In May 2007, MMC entered into a $500 million accelerated share repurchase agreement with a financial institution counterparty. Under the terms of the agreement, MMC paid the full $500 million purchase price and took delivery from the counterparty of an initial tranche of 13,464,749 shares of MMC common stock. Based on the market price of MMC’s common stock over the subsequent settlement period, in July 2007 the counterparty delivered to MMC an additional 2,555,519 shares for no additional payment and the transaction was concluded. MMC thus repurchased a total of 16,020,268 shares in the transaction, for a total cost of $500 million and an average price per share to MMC of $31.2105. The repurchased shares were reflected as an increase in treasury shares (a decrease in shares outstanding) on the respective delivery dates. This transaction was effected under a $500 million share repurchase authorization granted by MMC’s Board of Directors in May 2007.

16. Claims, Lawsuits and Other Contingencies

MMC and Marsh Litigation and Regulatory Matters

Brokerage Compensation Practices Settlement

In January 2005, MMC and its subsidiary Marsh Inc. entered into an agreement with the New York State Attorney General (“NYAG”) and the New York State Insurance Department to settle a civil complaint filed in New York State court by NYAG in October 2004 (the “NYAG Lawsuit”) and a related citation issued by the Insurance Department. Among other things, the NYAG Lawsuit and the citation had alleged that Marsh’s use of market service agreements with various insurance companies entailed fraudulent business practices, bid-rigging, illegal restraint of trade and other statutory violations.

Following the filing of the NYAG Lawsuit, various state regulators and attorneys general initiated investigations relating to the conduct alleged in the NYAG Lawsuit. Civil actions were filed against MMC, Marsh and certain Marsh subsidiaries by the State of Connecticut in January 2005, the State of Florida in March 2005 and the State of Ohio in August 2007. The complaints in these actions sought a variety of monetary damages and injunctive and other equitable relief and were based on a variety of legal theories, including unfair trade practices, antitrust, negligent misrepresentation, breach of fiduciary duty and state RICO laws. In the fourth quarter of 2008, MMC entered into a settlement with attorneys general in the states of Florida, Hawaii, Maryland, Michigan, Oregon, Texas and West Virginia; the Commonwealths of Massachusetts and Pennsylvania; and the Florida Department of Financial Services and the Florida Office of Insurance Regulation. As part of that settlement, the civil lawsuit brought by the State of Florida has been dismissed. The actions by the State of Connecticut and the State of Ohio, which assert claims based on unfair trade practices and antitrust, remain pending.

Numerous private party lawsuits have been commenced against MMC, one or more of its subsidiaries, and their current and former directors and officers, relating to matters alleged in the NYAG Lawsuit. These lawsuits include the following:

Policyholder Claims

Various putative class actions purportedly brought on behalf of policyholders were consolidated into two actions in the U.S. District Court for the District of New Jersey (one on behalf of a purported class of "commercial" policyholders and the second on behalf of a purported class of "employee benefit" policyholders). The actions alleged a variety of legal theories, including those related to state tort, contract, fiduciary duty, federal and state antitrust and RICO theories, and sought a variety of remedies, including unspecified monetary damages, treble damages, disgorgement, restitution, punitive damages, declaratory and injunctive relief, and attorneys' fees and costs. The court dismissed all of the federal antitrust and RICO claims and all of the state law claims asserted in both actions, and the plaintiffs appealed. In June 2008, plaintiffs and the Marsh defendants entered into an agreement to settle the commercial and employee benefit policyholder putative class actions using the remainder available from the $850 million fund created in connection with the settlement of the NYAG Lawsuit. The court approved the settlement on February 18, 2009.

In July 2007, two putative class actions against MMC, Marsh, certain insurers and other insurance brokers purportedly brought on behalf of policyholders were filed in the U.S. District Courts for the Southern District of Florida and the Southern District of New York. These actions relate to the same practices alleged in the NYAG Lawsuit, but with respect to insurance coverage placed with Certain Underwriters at Lloyd’s, London. These actions have been transferred to the District of New Jersey.

Four class or representative actions on behalf of policyholders are pending in state courts. Nineteen actions instituted by individual policyholders and others are pending in federal and state courts relating to matters alleged in the NYAG Lawsuit. Two putative class actions and an individual policyholder action are pending in Canada.

Shareholder Claims

Following the announcement of the NYAG Lawsuit and related actions taken by MMC, MMC’s stock price dropped from approximately $45 per share to a low of approximately $22.75 per share. The number of shares outstanding at the time was approximately 526 million. The plaintiffs in the securities claims described below have asserted damages in the billions of dollars.

A purported securities class action against MMC, Marsh and certain of their former officers is pending in the U.S. District Court for the Southern District of New York. Plaintiffs make factual allegations similar to those asserted in the NYAG Lawsuit, including that MMC artificially inflated its share price by making misrepresentations and omissions relating to Marsh’s

market service agreements and business practices. Plaintiffs also allege that MMC failed to disclose alleged anti-competitive and illegal practices at Marsh, such as “bid-rigging” and soliciting fictitious quotes. Plaintiffs allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Section 11 of the Securities Act of 1933 and seek unspecified damages. MMC has responded to the complaint and discovery in this matter is ongoing.

Three individual shareholder actions against MMC and others were pending in state courts. All three of the actions have been dismissed; the plaintiffs in each action either have appealed or may appeal.

A purported ERISA class action is pending against MMC and various current and former employees, officers and directors in the U.S. District Court for the Southern District of New York on behalf of participants and beneficiaries of an MMC retirement plan. The complaint alleges, among other things, that in light of the alleged misconduct described in the NYAG Lawsuit, the defendants knew or should have known that the investment of the plan’s assets in MMC stock was imprudent, that certain defendants failed to provide plan participants with complete and accurate information about MMC stock, that certain defendants responsible for selecting, removing and monitoring other fiduciaries did not comply with ERISA, and that MMC knowingly participated in other defendants’ breaches of fiduciary duties. The complaint seeks, among other things, unspecified compensatory damages, injunctive relief and attorneys’ fees and costs. Discovery is underway in this matter.

Several shareholder derivative actions are pending against MMC’s current and former directors and officers. Most of these actions have been consolidated into two proceedings, one in the Court of Chancery of the State of Delaware, and one in the U.S. District Court for the Southern District of New York. These actions allege, among other things, breach of fiduciary duties with respect to the alleged misconduct described in the NYAG Lawsuit, and that the defendants are liable for and must contribute to or indemnify MMC for any related damages MMC has suffered. The consolidated action in federal court in New York has been stayed in favor of the state derivative action in Delaware, which remains in its preliminary stages.

Other Claims

A shareholder derivative suit pending in the Delaware Court of Chancery against the directors and officers of American International Group, Inc. (“AIG”) names as additional defendants MMC, Marsh, certain Marsh subsidiaries and certain former officers and employees. The suit alleges that the MMC and Marsh defendants engaged in conspiracy and fraud with respect to the alleged misconduct described in the NYAG Lawsuit, and that the MMC and Marsh corporate defendants aided and abetted current and former directors and officers of AIG in breaching their fiduciary duties to AIG with respect to AIG’s participation in the alleged misconduct. The complaint seeks damages including the return of all contingent commissions paid by AIG to MMC and Marsh. The MMC and Marsh corporate defendants have moved to dismiss the claims.

Other Governmental Inquiries and Claims Relating to MMC and its Subsidiaries

In December 2007, the Alaska Retirement Management Board filed a civil lawsuit against Mercer (US) Inc. in Alaska state court for alleged professional negligence in actuarial services that Mercer provided to the Alaska Division of Retirement and Benefits relating to the Alaska Public Employees Retirement System and the Alaska Teachers Retirement System. The complaint alleges damages of “at least $1.8 billion.” Discovery is underway in this matter.

In October 2007, the State of Connecticut brought a civil action against Guy Carpenter in Connecticut state court, alleging that Guy Carpenter violated the state’s antitrust and unfair trade practices laws by engaging in allocation of markets, price-fixing and other allegedly improper conduct by taking part in the operation of several reinsurance facilities over a period

of decades. The complaint alleges damages to Guy Carpenter’s insurance company clients and their customers, as well as to the general economy of Connecticut, and seeks monetary damages, civil penalties, attorneys’ fees, costs and injunctive and other equitable relief. Discovery is underway in this matter.

In March 2006, Milwaukee County and the Employees Retirement System of the County of Milwaukee and its Pension Board filed a civil lawsuit against Mercer (US) Inc. in the U.S. District Court for the Eastern District of Wisconsin alleging professional negligence in the provision of actuarial services and seeking damages in excess of $300 million. The court has denied a summary judgment motion by Mercer seeking dismissal of the plaintiffs' claims. The case is scheduled for trial beginning in May 2009.

Our activities are regulated extensively under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which we operate. Therefore, in the ordinary course of business, in addition to private party lawsuits, we may be subject to investigations, lawsuits and/or other regulatory actions undertaken by governmental authorities.

Putnam-Related Matters

On August 3, 2007, Great-West Lifeco Inc. (“GWL”) completed its purchase of Putnam Investments Trust. Under the terms of the stock purchase agreement with GWL, a copy of which was included as an exhibit to MMC’s Current Report on Form 8-K filed on February 1, 2007, MMC agreed to indemnify GWL in the future with respect to certain Putnam-related litigation and regulatory matters. The matters described below directly involve MMC and/or may be subject to these indemnification obligations:

“Market-timing” Related Matters

In 2003 and 2004, Putnam entered into settlements with the SEC and the Commonwealth of Massachusetts with respect to excessive short-term trading by, among others, certain former Putnam employees in shares of the Putnam mutual funds (the “Putnam Funds”).

MMC and Putnam were named in a substantial number of civil complaints, filed in various state and federal courts, alleging "market-timing" and, in some cases, “late trading” activities. The actions filed in or removed to federal court have been transferred, along with actions against other mutual fund complexes, to the U.S. District Court for the District of Maryland. The following summarizes the consolidated matters pending in the District of Maryland:

Two putative class actions by investors in certain Putnam Funds are pending against Putnam. One action asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Section 36(b) of the Investment Company Act of 1940. The other action purports to assert derivative claims on behalf of all Putnam Funds under Section 36(b) of the Investment Company Act. Both suits seek to recover unspecified damages allegedly suffered by the Putnam Funds and their investors as a result of purported market-timing and late trading activity in certain Putnam Funds. On December 30, 2008, the court granted in part Putnam’s motion for summary judgment in the non-derivative action, and denied plaintiffs’ motion for class certification pending resolution of all summary judgment issues. In the derivative action, the court denied Putnam’s motion for summary judgment.

A complaint asserting shareholder derivative claims, purportedly on behalf of MMC, was filed against current and former members of MMC’s Board of Directors, two of Putnam’s former officers, and MMC as a nominal defendant. This action alleges violation of fiduciary duties in failing to provide oversight regarding market-timing in the Putnam Funds. This action has been stayed pursuant to an agreement of the parties.

MMC, Putnam, and certain of their current and former officers, directors and employees are defendants in purported ERISA class actions, one brought by participants in an MMC retirement plan and the other brought by participants in a Putnam retirement plan. The actions allege, among other things, that, in view of the market-timing that was allegedly allowed to occur at Putnam, the investment of the plans' funds in MMC stock and the Putnam Funds was imprudent and constituted a breach of fiduciary duties to plan participants. Both actions seek unspecified damages and equitable relief. Following a September 2006 dismissal of the action regarding the Putnam plan, the plaintiff appealed the decision to the Fourth Circuit Court of Appeals. In June 2008, the appellate court reversed the dismissal and remanded the case for further proceedings.

Certain Putnam entities were named as defendants in a suit brought in the District Court of Travis County, Texas by a former institutional client, the Employee Retirement System of Texas. Plaintiff alleged that Putnam breached its investment management advisory agreement and did not make appropriate disclosures regarding alleged market-timing activity at the time the investment management advisory agreement was executed. The majority of plaintiff's claims were dismissed or withdrawn in January 2008. The trial court dismissed plaintiff’s remaining claim for breach of contract in June 2008. Plaintiffs have appealed the dismissals and Putnam has appealed an adverse ruling on its counterclaim for unpaid management fees.

Other Contingencies Relating to MMC and its Subsidiaries

Errors and Omissions Claims

MMC and its subsidiaries are subject to a significant number of other 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. Certain of these claims, including the actions filed against Mercer by the State of Alaska and the County of Milwaukee, seek damages, including punitive damages, in amounts that could, if awarded, be significant. MMC has varying levels of third-party insurance coverage, depending on the policy year. To the extent that expected losses exceed MMC’s retention in any policy year, MMC records an asset for the amount that MMC expects to recover under any available third-party insurance programs. The policy limits and coverage terms of the third-party insurance vary to some extent by policy year, but MMC is not aware of coverage defenses or other obstacles to coverage that would limit recoveries in years prior to policy year 2001-2002 in a material amount. In policy years subsequent to 2001-2002, the availability of third-party insurance has declined significantly, such that the Company has, for example, limited third-party insurance for the claims asserted by the State of Alaska and the County of Milwaukee. MMC utilizes internal actuarial and other estimates, and case level reviews by inside and outside counsel, to establish loss reserves, in accordance with SFAS No. 5 (“Accounting for Contingencies”), to provide for its loss retention. These reserves are reviewed quarterly and adjusted as developments warrant.

Guarantees

In connection with its acquisition of U.K.-based Sedgwick Group in 1998, MMC acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited (“River Thames”), which MMC 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 December 31, 2008, 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 MMC under the guarantee.

From 1980 to 1983, MMC owned indirectly the English & American Insurance Company (“E&A”), which was a member of the ILU. The ILU required MMC 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 MMC’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. In April 2006, a lawsuit was commenced in the Commercial Court in London against MMC and the ILU by an assignee of an E&A policyholder that purported to have a claim against the MMC letter of credit in the amount of approximately $8.5 million and sought a judicial declaration of its rights as an assignee of a policyholder claim. MMC contested the claim and the lawsuit was discontinued by the plaintiff in May 2007. MMC expects the plaintiff or others to continue to pursue this claim against the MMC letter of credit. MMC anticipates that additional claimants may seek to recover against the letter of credit.

The proceedings and other matters described in this Note 16 on Claims, Lawsuits and Other Contingencies may expose MMC to liability for significant monetary damages and other forms of relief. Where a loss is both probable and reasonably estimable, MMC has established reserves in accordance with SFAS No. 5, “Accounting for Contingencies”. Except as specifically set forth above, MMC's management is unable, at the present time, to provide a reasonable estimate of the range of possible loss attributable to the foregoing matters or the impact they may have on MMC's consolidated results of operations or financial position (over and above MMC’s existing loss reserves) or MMC’s cash flows (to the extent not covered by insurance). This is primarily because many of these cases remain in their early stages and only limited discovery has taken place. Adverse determinations in one or more of the matters discussed above could have a material impact on MMC's financial condition, results of MMC’s operations or cash flows in a future period.

17. Segment Information

MMC’s organization structure and segment reporting is based on the types of services provided. Under this organizational structure, MMC’s business segments are:

Risk and Insurance Services , comprising insurance services (Marsh) and reinsurance services (Guy Carpenter);

Consulting , comprising Mercer and Oliver Wyman Group; and

Risk Consulting & Technology , which is comprised of Kroll.

The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1. The information in the following table excludes the results of Putnam, Kroll Security International, Crump, Price Forbes and SCMS, which are classified as discontinued operations as described in Note 5. Revenues are attributed to geographic areas on the basis of where the services are performed. 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 MMC corporate-level expenses.

Selected information about MMC’s operating segments and geographic areas of operation follows:


For the Years Ended December 31, (In millions of dollars)	Revenue			Operating Income (Loss)			Total Assets			Depreciation and Amortization		Capital Expenditures
2008–
Risk and Insurance Services	$	5,466	(a)	$	460		$	7,704		$	188	$	135
Consulting		5,196	(b)		555			4,156			111		113
Risk Consulting & Technology		993	(c)		(497	)(f)		1,887			82		50
Total Operating Segments		11,655			518			13,747			381		298
Corporate/Eliminations		(68	)		(255	)		1,459	(e)		23		89
Assets of Discontinued Operations		—			—			—			—		—
Total Consolidated	$	11,587		$	263		$	15,206		$	404	$	387

2007–
Risk and Insurance Services	$	5,400	(a)	$	342		$	9,091		$	214	$	136
Consulting		4,884	(b)		606			4,438			94		99
Risk Consulting & Technology		987	(c)		98			2,538			80		43
Total Operating Segments		11,271			1,046			16,067			388		278
Corporate/Eliminations		(94	)		(200	)		1,292	(e)		19		85
Assets of Discontinued Operations		—			—			—			—		—
Total Consolidated	$	11,177		$	846		$	17,359		$	407	$	363

2006–
Risk and Insurance Services	$	5,263	(a)	$	477		$	9,651		$	230	$	133
Consulting		4,224	(b)		465			3,804			92		88
Risk Consulting & Technology		973	(c)		143			2,363			90		46
Total Operating Segments		10,460			1,085			15,818			412		267
Corporate/Eliminations		(120	)		(137	)(d)		398	(e)		11		6
Assets of Discontinued Operations		—			—			1,921			—		34
Total Consolidated	$	10,340		$	948		$	18,137		$	423	$	307

^(a ⁾

Includes inter-segment revenue ($5 million in 2008, $7 million in 2007 and $0 million in 2006) and interest income on fiduciary funds ($139 million in 2008, $177 million in 2007 and $168 million in 2006).

^(b)	Includes inter-segment revenue ($52 million in 2008, $79 million in 2007 and $108 million in 2006).

^(c)	Includes inter-segment revenue ($11 million in 2008, $8 million in 2007 and $12 million in 2006).

^(d)	Corporate expenses in 2006 include a $74 million credit for the gain from the sale of five (5) floors of MMC’s New York headquarters building.

^(e)	Corporate assets primarily include insurance recoverables, pension related assets, the owned portion of MMC’s headquarters building and intercompany eliminations.

^(f)	Includes a goodwill impairment charge of $540 million.

Operating Segment Revenue by Product is as follows:


For the Years Ended December 31, (In millions of dollars)	2008			2007			2006
Risk and Insurance Services
Marsh	$	4,632		$	4,498		$	4,383
Guy Carpenter		834			902			880
Total Risk and Insurance Services		5,466			5,400			5,263
Consulting
Mercer		3,642			3,368			3,020
Oliver Wyman Group		1,554			1,516			1,204
Total Consulting		5,196			4,884			4,224
Risk Consulting & Technology		993			987			973
Total Operating Segments		11,655			11,271			10,460
Corporate/Eliminations		(68	)		(94	)		(120	)
Total	$	11,587		$	11,177		$	10,340

Information by geographic area is as follows:


For the Years Ended December 31, (In millions of dollars)	2008			2007			2006
Revenue
United States	$	5,398		$	5,379		$	5,229
United Kingdom		1,984			2,099			1,990
Continental Europe		2,064			1,794			1,540
Other		2,209			1,999			1,701
		11,655			11,271			10,460
Corporate/Eliminations		(68	)		(94	)		(120	)
	$	11,587		$	11,177		$	10,340


December 31, (In millions of dollars)	2008		2007		2006
Fixed Assets, Net
United States	$	603	$	585	$	593
United Kingdom		148		208		224
Continental Europe		86		90		80
Other		132		109		93
	$	969	$	992	$	990

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Marsh & McLennan Companies, Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of Marsh & McLennan Companies, Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders' equity and comprehensive income, and of cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Marsh & McLennan Companies, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2009 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

New York, New York

February 27, 2009

Marsh & McLennan Companies, Inc. and Subsidiaries

SELECTED QUARTERLY FINANCIAL DATA AND

SUPPLEMENTAL INFORMATION (UNAUDITED)


	First Quarter			Second Quarter		Third Quarter			Fourth Quarter
	(In millions of dollars, except per share figures)
2008:
Revenue	$	3,039		$	3,048	$	2,838		$	2,662
Operating (loss) income	$	(88	)	$	182	$	70		$	99
(Loss) income from continuing operations	$	(215	)	$	55	$	18		$	73
(Loss) income from discontinued operations	$	5		$	10	$	(26	)	$	7
Net (Loss) income	$	(210	)	$	65	$	(8	)	$	80

Basic Per Share Data:
(Loss) income from continuing operations	$	(0.41	)	$	0.11	$	0.04		$	0.14
Income (loss) from discontinued operations	$	0.01		$	0.02	$	(0.06	)	$	0.02
Net (loss) income	$	(0.40	)	$	0.13	$	(0.02	)	$	0.16

Diluted Per Share Data:
(Loss) income from continuing operations	$	(0.41	)	$	0.11	$	0.03		$	0.14
Income (loss) from discontinued operations	$	0.01		$	0.02	$	(0.05	)	$	0.01
Net (loss) income	$	(0.40	)	$	0.13	$	(0.02	)	$	0.15
Dividends Paid Per Share	$	0.20		$	0.20	$	0.20		$	0.20

2007:
Revenue	$	2,761		$	2,785	$	2,716		$	2,915
Operating income	$	336		$	239	$	116		$	155
Income from continuing operations	$	228		$	140	$	80		$	90
Income (loss) from discontinued operations	$	40		$	37	$	1,865		$	(5	)
Net income	$	268		$	177	$	1,945		$	85

Basic Per Share Data:
Income from continuing operations	$	0.41		$	0.26	$	0.15		$	0.17
Income from discontinued operations	$	0.08		$	0.06	$	3.49		$	—
Net income	$	0.49		$	0.32	$	3.64		$	0.17

Diluted Per Share Data:
Income from continuing operations	$	0.41		$	0.25	$	0.15		$	0.17
Income (loss) from discontinued operations	$	0.06		$	0.06	$	3.45		$	(0.01	)
Net income	$	0.47		$	0.31	$	3.60		$	0.16
Dividends Paid Per Share	$	0.19		$	0.19	$	0.19		$	0.19

As of February 20, 2009, there were 8,505 stockholders of record.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures . Based on their evaluation, as of the end of the period covered by this annual report on Form 10-K, MMC’s chief executive officer and chief financial officer have concluded that MMC’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.

Internal Control over Financial Reporting .

(a)

Management’s Annual Report on Internal Control Over Financial Reporting.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Marsh & McLennan Companies, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for MMC. MMC’s internal control over financial reporting is designed 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.

MMC’s internal control over financial reporting includes those policies and procedures relating to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of MMC; the recording of all necessary transactions to permit the preparation of MMC’s consolidated financial statements in accordance with generally accepted accounting principles; the proper authorization of receipts and expenditures in accordance with authorizations of MMC’s management and directors; and the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on MMC’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management evaluated the effectiveness of MMC’s internal control over financial reporting as of December 31, 2008 under the supervision and with the participation of the Company’s principal executives and financial officers. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on its evaluation, management determined that MMC maintained effective internal control over financial reporting as of December 31, 2008.

Deloitte & Touche LLP, the Independent Registered Public Accounting Firm that audited and reported on MMC’s consolidated financial statements included in this annual report on Form 10-K, also issued an attestation report on the effectiveness of MMC’s internal control over financial reporting as of December 31, 2008.

(b)

Attestation Report of the Registered Public Accounting Firm.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Marsh & McLennan Companies, Inc.

New York, New York

We have audited the internal control over financial reporting of Marsh & McLennan Companies, Inc. and subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

New York, New York

February 27, 2009

(c)	Changes in Internal Control Over Financial Reporting.

There have been no changes in MMC’s internal control over financial reporting during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, MMC’s internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information as to the directors and nominees for the board of directors of MMC is incorporated herein by reference to the material set forth under the heading “Item 1—Election of Directors” in the 2009 Proxy Statement.

The executive officers of MMC are Ben Allen, Orlando D. Ashford, Peter J. Beshar, M. Michele Burns, John Drzik, Brian Duperreault, E. Scott Gilbert, Daniel S. Glaser, David Nadler, Vanessa A. Wittman and Peter Zaffino. Information with respect to these individuals is provided in Part I, Item 1 above under the heading “Executive Officers of MMC”.

The information set forth in the 2009 Proxy Statement in the sections “Transactions with Management and Others; Other Information—Section 16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance—Codes of Conduct” and “Board of Directors and Committees—Committees—Audit Committee” is incorporated herein by reference.

Item 11. Executive Compensation.

The information set forth in the sections “Board of Directors and Committees—Director Compensation” and “Compensation of Executive Officers” in the 2009 Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information set forth in the sections “Stock Ownership of Management and Certain Beneficial Owners” and “Equity Compensation Plan Information” in the 2009 Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information set forth in the sections “Corporate Governance—Director Independence”, “Corporate Governance—Review of Related-Person Transactions” and “Transactions with Management and Others; Other Information” in the 2009 Proxy Statement is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information set forth under the heading “Ratification of Selection of Independent Registered Public Accounting Firm—Fees of Independent Registered Public Accounting Firm” in the 2009 Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

The following documents are filed as a part of this report:

Consolidated Financial Statements:

Consolidated Statements of Income for each of the three years in the period ended December 31, 2008

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2008

Consolidated Statements of Stockholders’ Equity and Comprehensive Income for each of the three years in the period ended December 31, 2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Other:

Selected Quarterly Financial Data and Supplemental Information (Unaudited) for fiscal years 2008 and 2007

Five-Year Statistical Summary of Operations

All required Financial Statement Schedules are included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.

The following exhibits are filed as a part of this report:

(3.1)

Restated Certificate of Incorporation of Marsh & McLennan Companies, Inc. (incorporated by reference to MMC’s Current Report on Form 8-K dated July 17, 2008)

(3.2)

Amended and Restated By-Laws of Marsh & McLennan Companies, Inc. (incorporated by reference to MMC’s Current Report on Form 8-K dated September 18, 2008)

(4.1)

Indenture dated as of June 14, 1999 between MMC and State Street Bank and Trust Company, as trustee (incorporated by reference to MMC’s Registration Statement on Form S-3, Registration No. 333-108566)

(4.2)

First Supplemental Indenture dated as of June 14, 1999 between MMC and State Street Bank and Trust Company, as trustee (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)

(4.3)

Second Supplemental Indenture dated as of February 19, 2003 between MMC and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003)

(4.4)

Third Supplemental Indenture dated as of July 30, 2003 between MMC and U.S. National Bank Association (as successor to State Street Bank and Trust Company), as trustee (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)

(4.5)

Indenture dated as of March 19, 2002 between MMC and State Street Bank and Trust Company, as trustee (incorporated by reference to MMC’s Registration Statement on Form S-4, Registration No. 333-87510)

(4.6)

Indenture, dated as of July 14, 2004, between MMC and The Bank of New York, as trustee (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)

(4.7)

First Supplemental Indenture, dated as of July 14, 2004, between MMC and The Bank of New York, as trustee (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)

(4.8)

Second Supplemental Indenture, dated as of September 16, 2005, between MMC and The Bank of New York, as trustee (incorporated by reference to MMC’s Current Report on Form 8-K dated September 13, 2005)

(10.1)

Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates dated January 30, 2005 (incorporated by reference to MMC’s Current Report on Form 8-K dated January 31, 2005)

(10.2)

Amendment No. 1, effective as of January 30, 2005, to Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates dated January 30, 2005 (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)

(10.3)

Amendment No. 2, dated September 27, 2005, to Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, dated January 30, 2005 (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)

(10.4)

Amendment No. 3, dated August 17, 2006, to the Agreement, dated January 30, 2005, as amended, among Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York (incorporated by reference to MMC’s Current Report on Form 8-K dated August 17, 2006)

(10.5)

Amendment No. 4, signed August 6, 2007, to the Agreement, dated January 30, 2005, as amended, among Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York (incorporated by reference to MMC’s Current Report on Form 8-K dated August 6, 2007)

(10.6)

Amendment No. 5, dated May 16, 2008, to the Agreement, dated January 30, 2005, as amended, among Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York (incorporated by reference to MMC’s Current Report on Form 8-K dated June 3, 2008)

(10.7)

*Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 1999)

(10.8)

*Amendments to Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

(10.9)

*Form of Awards under the 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)

(10.10)

*Additional Forms of Awards under the 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)

*	Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

(10.11)

*Form of Restricted Stock Award under the MMC 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to MMC’s Current Report on Form 8-K dated May 18, 2005)

(10.12)

*Stock Option and Restricted Stock Unit Award to Brian Duperreault under the 2000 Senior Executive Incentive and Stock Award Plan

(10.13)

*Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 2001)

(10.14)

*Form of Awards under the 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)

(10.15)

*Additional Forms of Awards under the 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)

(10.16)

*Form of Long-term Incentive Award under the 2000 Senior Executive Incentive and Stock Award Plan and the 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006)

(10.17)

*Form of 2007 Long-term Incentive Award under the 2000 Senior Executive Incentive and Stock Award Plan and the 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

(10.18)

*Form of 2008 Long-term Incentive Award under the 2000 Senior Executive Incentive and Stock Award Plan and the 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008)

(10.19)

*Form of Deferred Stock Unit Award under the 2000 Senior Executive Incentive and Stock Award Plan and the 2000 Employee Incentive and Stock Award Plan (incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 2007)

(10.20)

*Form of Deferred Stock Unit Award, dated as of January 1, 2009, under the 2000 Senior Executive Incentive and Stock Award Plan and the 2000 Employee Incentive and Stock Award Plan

(10.21)

*Amendments to Certain MMC Equity-Based Awards Due to U.S. Tax Law Changes Affecting Equity-Based Awards granted under the 2000 Senior Executive Incentive and Stock Award Plan and the 2000 Employee Incentive and Stock Award Plan, effective January 1, 2009

(10.22)

*Section 409A Amendment Document, effective as of January 1, 2009

(10.23)

*Marsh & McLennan Companies Supplemental Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Supplemental Plan), Amendment and Restatement effective January 1, 2009

(10.24)

*Marsh & McLennan Companies Special Severance Pay Plan (incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 1996)

(10.25)

*Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan, as Amended and Restated effective January 1, 2009

(10.26)

*Marsh & McLennan Companies, Inc. Form of Senior Executive Severance Pay Plan (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2008)

*	Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

(10.27)

*Marsh & McLennan Companies Senior Management Incentive Compensation Plan (incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 1994)

(10.28)

*Marsh & McLennan Companies, Inc. Directors Stock Compensation Plan-January 1, 2009 Restatement

(10.29)

*Description of compensation arrangements for non-executive directors of MMC (incorporated by reference to MMC’s Quarterly Report on Form 10-K for the quarter ended March 31, 2007)

(10.30)

*Employment Agreement, dated as of December 19, 2005, between Marsh & McLennan Companies, Inc. and M. Michele Burns (incorporated by reference to MMC’s Current Report on Form 8-K dated December 16, 2005)

(10.31)

*Amendment No. 1, dated as of September 25, 2006, to Employment Agreement, dated December 19, 2005, between Marsh & McLennan Companies, Inc. and M. Michele Burns (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

(10.32)

*Amendment No. 2, dated as of December 12, 2008, to Employment Agreement, dated December 19, 2005, between Marsh & McLennan Companies, Inc. and M. Michele Burns

(10.33)

*Employment Agreement, dated as of January 29, 2008, between Marsh & McLennan Companies, Inc. and Brian Duperreault (incorporated by reference to MMC’s Current Report on Form 8-K dated January 29, 2008)

(10.34)

*Letter Agreement, dated August 18, 2008, between Marsh & McLennan Companies, Inc. and Vanessa A. Wittman (incorporated by reference to MMC’s Current Report on Form 8-K dated August 18, 2008)

(10.35)

*Employment Agreement, dated as of September 25, 2006, between Marsh & McLennan Companies, Inc. and Matthew B. Bartley (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

(10.36)

*Employment Agreement, dated as of July 1, 2005, by and between Marsh & McLennan Companies, Inc. and David H. Spiller (incorporated by reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

(10.37)

*Employment Agreement, dated as of July 20, 2005, by and between Marsh & McLennan Companies, Inc. and Michael G. Cherkasky (incorporated by reference to MMC’s Current Report on Form 8-K dated July 25, 2005)

(10.38)

*Separation and Release Agreement, dated February 15, 2008, between Marsh & McLennan Companies, Inc. and Michael G. Cherkasky (incorporated by reference to MMC’s Current Report on Form 8-K dated February 15, 2008)

(10.39)

Settlement Agreement, dated as of July 18, 2008, by and between Providence Equity L.L.C., US Investigations Services, Inc., Marsh & McLennan Companies, Inc., and Michael G. Cherkasky (incorporated by reference to MMC’s Current Report on Form 8-K dated July 18, 2008)

(10.40)

*Amended and Restated Limited Partnership Agreement of Marsh & McLennan Affiliated Fund, L.P. dated October 12, 1999 (incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 2001)

(12)

Statement Re: Computation of Ratio of Earnings to Fixed Charges

(14)

Code of Ethics for Chief Executive and Senior Financial Officers (incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 2002)

(21)

List of Subsidiaries of MMC (as of 2/18/2009)

(23)

Consent of Independent Registered Public Accounting Firm

*	Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

(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)

Section 1350 Certifications

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	MARSH & McLENNAN COMPANIES, INC.

Dated: February 27, 2009	By	/ S / B RIAN D UPERREAULT
		Brian Duperreault President and Chief Executive Officer

Each person whose signature appears below hereby constitutes and appoints Luciana Fato, Kate J. Brennan and Jean McConney, and each of them singly, such person’s lawful attorneys-in-fact and agents, with full power to them and each of them to sign for such person, in the capacity indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated this 27th day of February, 2009.


Name	Title	Date

/ S / B RIAN D UPERREAULT Brian Duperreault	Director, President & Chief Executive Officer	February 27, 2009

/ S / V ANESSA A. W ITTMAN Vanessa A. Wittman	Executive Vice President & Chief Financial Officer	February 27, 2009

/ S / R OBERT J. R APPORT Robert J. Rapport	Senior Vice President & Controller (Chief Accounting Officer)	February 27, 2009

/ S / L ESLIE M. B AKER , J R . Leslie M. Baker, Jr.	Director	February 27, 2009

/ S / Z ACHARY W. C ARTER Zachary W. Carter	Director	February 27, 2009

/ S / O SCAR F ANJUL Oscar Fanjul	Director	February 27, 2009

/ S / S TEPHEN R. H ARDIS Stephen R. Hardis	Director	February 27, 2009

/ S / G WENDOLYN S. K ING Gwendolyn S. King	Director	February 27, 2009

/ S / T HE R T . H ON . L ORD L ANG OF M ONKTON , DL The Rt. Hon. Lord Lang of Monkton, DL	Director	February 27, 2009

/ S / B RUCE P. N OLOP Bruce P. Nolop	Director	February 27, 2009


Name	Title	Date

/ S / M ARC D. O KEN Marc D. Oken	Director	February 27, 2009

/ S / D AVID A. O LSEN David A. Olsen	Director	February 27, 2009

/ S / M ORTON O. S CHAPIRO Morton O. Schapiro	Director	February 27, 2009

/ S / A DELE S IMMONS Adele Simmons	Director	February 27, 2009

Exhibit 10.12

This document constitutes part of a prospectus covering securities that have been

registered under the Securities Act of 1933.

The date of this prospectus is February 17, 2009.

MARSH & McLENNAN COMPANIES, INC.

2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

Terms and Conditions of January 29, 2008

Stock Option and Restricted Stock Unit Award to Brian Duperreault

This award (the “ Award ”) was granted to you on January 29, 2008 (the “ Award Date ”) under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (the “ Plan ”) pursuant to the employment agreement between you and MMC, dated as of January 29, 2008 (the “ Employment Agreement ”). For purposes of these Terms and Conditions, “ MMC ” means Marsh & McLennan Companies, Inc. and any successor thereto.

I.	GRANT, VESTING, EXERCISABILITY AND DISTRIBUTION OF AWARD

Grant of Award

Your Award consists of a nonqualified stock option to acquire 1,200,000 shares of MMC common stock (the “ Option ”), a restricted stock unit award in respect of 300,000 shares of MMC common stock (“ Initial RSUs ”), and a restricted stock unit award in respect of 43,997 shares of MMC common stock (“ Make-Whole RSUs ”, together with the Initial RSUs, “ RSUs ”).

Nonqualified Stock Option

General . A stock option represents the right to purchase a specified number of shares of MMC common stock at a specified per-share exercise price, subject to the conditions set forth herein. The per-share exercise price for the Option is $27.275 (the “ Exercise Price ”).

Vesting . One-third ( ¹ / 3 ) of the Option Shares covered by the Option will vest as provided in Section I.B.2.i (the “ First Tranche Option Shares ”), one-third ( ¹ / 3 ) of the Option Shares covered by the Option will vest as provided in Section I.B.2.ii (the “ Second Tranche Option Shares ”), and one-third ( ¹ / 3 ) of the Option Shares covered by the Option will vest as provided in Section I.B.2.iii (the “ Third Tranche Option Shares ” together with the First Tranche Option Shares and the Second Tranche Option Shares, the “ Option Shares ”).

First Tranche Option Shares . Subject to your continued employment, fifty percent (50%) of the First Tranche Option Shares will vest and become

exercisable on each of the first two anniversaries of the Award Date. If your employment terminates prior to the second anniversary of the Award Date, your right to any unvested First Tranche Option Shares will be determined in accordance with Section IV below.

ii.

Second Tranche Option Shares . Subject to your continued employment, the Second Tranche Option Shares will vest and become exercisable on the first day that the closing price of a share of MMC common stock on the New York Stock Exchange has exceeded the Exercise Price by twenty percent (20%) or more for fifteen consecutive trading days (the “ Second Tranche Performance Target ”). Because the Exercise Price is $27.275, the Second Tranche Performance Target is $32.73. If your employment terminates prior to the Second Tranche Option Shares becoming vested in accordance with this paragraph, your right to any unvested Second Tranche Option Shares will be determined in accordance with Section IV below.

iii.

Third Tranche Option Shares . Subject to your continued employment, the Third Tranche Option Shares will vest and become exercisable on the first day that the closing price of a share of MMC common stock on the New York Stock Exchange has exceeded the Exercise Price by forty percent (40%) or more for fifteen consecutive trading days (the “ Third Tranche Performance Target ”). Because the Exercise Price is $27.275, the Third Tranche Performance Target is $38.185. If your employment terminates prior to the Third Tranche Option Shares becoming vested in accordance with this paragraph, your right to any unvested Third Tranche Option Shares will be determined in accordance with Section IV below.

Exercisability and Expiration Date . Subject to your continued employment, the Option will expire on the day immediately preceding the tenth anniversary of the Award Date (the “ Expiration Date ”) (unless the Option expires earlier due to a termination of employment, as described in Section IV). Once vested, Option Shares are exercisable until the Expiration Date unless such Option Shares are subject to an earlier expiration date due to a termination of employment or forfeiture, in either case as described in Section IV.

Restricted Stock Units

General . An RSU represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to these Terms and Conditions and the terms and conditions of the Plan, one (1) share of MMC common stock as soon as practicable (but no later than 60 days) after vesting or as otherwise specifically provided herein.

Vesting . Subject to your continued employment, the Initial RSUs will vest on the third anniversary of the Award Date, seventy-five percent (75%) of the Make-Whole RSUs will vest on the first anniversary of the Award Date and twenty-five percent

(25%) of the Make-Whole RSUs will vest on the second anniversary of the Award Date. Any date on which an RSU is scheduled to vest is an “ RSU Scheduled Vesting Date ”. If your employment terminates prior to an RSU Scheduled Vesting Date, your right to the RSUs will be determined in accordance with Section IV below.

Delivery of Shares . Shares of MMC common stock (and/or cash or other property in accordance with Section V) in respect of the vested RSUs covered by the Award shall be distributed to you as soon as practicable after vesting, and in no event later than sixty (60) days after vesting. The delivery of shares (and/or cash or other property in accordance with Section V) in respect of the RSUs is conditioned on your satisfaction of any applicable tax withholding with respect to the Award.

II.	RIGHTS IN RESPECT OF THE AWARD; DIVIDEND EQUIVALENTS

Unless and until both the vesting conditions of the Award have been satisfied and shares of MMC common stock have been delivered to you in accordance with the terms and conditions described herein, you have only the rights of a general unsecured creditor and you have none of the attributes of ownership to such shares of stock (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).

Dividend Equivalents on RSUs . Dividend equivalents are payable on each RSU at or after the time of distribution of any dividend paid by MMC in respect of a share of its common stock, the record date of which occurs on or after the Award Date. You shall be entitled to receive an amount (less applicable withholding) equal to such dividend payment as would have been made in respect of one (1) share of MMC common stock for each RSU covered by the Award. Payment of a dividend equivalent shall be made only with respect to RSUs that are outstanding on the ex-dividend date.

III.	METHOD OF EXERCISE OF AN OPTION

General Procedures

The Option may be exercised by written notice to MMC or an agent appointed by MMC, in form and substance satisfactory to MMC, which must state the election to exercise such Option, the number of shares of MMC common stock for which such Option is being exercised and such other representations and agreements as may be required pursuant to the provisions of these Terms and Conditions and the Plan (the “ Exercise Notice ”). The Exercise Notice must be accompanied by any required income tax forms.

Payment of Exercise Price

Payment of the aggregate exercise price may be made with U.S. dollars or by tendering shares of MMC common stock (including shares acquired from a stock option exercise or a stock award vesting) which you have owned for at least six months prior to the exercise date having a value equal to or greater than the aggregate exercise price.

Satisfaction of Income and Social Security Tax Withholding Obligation

Applicable taxes (including payroll and FICA taxes) are required by law to be withheld when an Option is exercised. A sufficient number of shares of MMC common stock resulting from the Option exercise will be retained by MMC to satisfy the tax withholding obligation unless you elect in the Exercise Notice to satisfy all applicable tax withholding by check.

Registration and Distribution of Shares

The shares of MMC common stock from your Option exercise will be registered as specified in the Exercise Notice, as of the date of exercise. The shares may be registered only in (i) your name or (ii) your name and your spouse’s name as joint tenants with rights of survivorship.

The shares of MMC common stock from your Option exercise will be distributed as specified in the Exercise Notice, after you have satisfied your tax withholding obligation.

You will receive written confirmation of the Option exercise by mail at your home address on file, generally within a week following the exercise date.

IV.	TERMINATION OF EMPLOYMENT

If your employment with MMC or any of its subsidiaries or affiliates (the “ Company ”) terminates, the following shall apply:

Death

Option . In the event your employment is terminated because of your death, the Option will 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 vested Option Shares (and any Option Shares that were vested at the time of your death) within two years after the date of death, but in no event shall the Option be exercised beyond the Expiration Date.

Restricted Stock Units . In the event your employment is terminated because of your death, all of your unvested RSUs will vest at such termination of employment and will be distributed as described in Section I.C.3.

Disability

Option . In the event your employment is terminated due to your “Disability” (as defined in the Employment Agreement), the Option will vest with respect to any

unvested Option Shares and will become exercisable at such termination of employment. Such vested Option Shares (and any Option Shares that were vested at the time of your termination of employment) shall be exercisable for two years following your termination of employment, but in no event shall the Option be exercised beyond the Expiration Date.

Restricted Stock Units . In the event your employment is terminated due to your Disability, all of your unvested RSUs will vest at such termination of employment and will be distributed as described in Section I.C.3.

By the Company without Cause; by You for Good Reason

Option . In the event your employment is terminated by the Company without Cause or by you for Good Reason (each as defined in the Employment Agreement), the Option will vest with respect to any unvested Option Shares and will become exercisable at such termination of employment. Such vested Option Shares (and any Option Shares that were vested at the time of your termination of employment) shall be exercisable until the earlier of ninety (90) days following your termination of employment and the Expiration Date.

Restricted Stock Units . In the event your employment is terminated by the Company without Cause or by you for Good Reason, all of your unvested RSUs will vest at such termination of employment and will be distributed as described in Section I.C.3.

All Other Employment Terminations

For all other terminations of employment, all of your rights, title and interest in and to the Award, whether vested or unvested, shall be forfeited on the date of such termination of employment, except to the extent that the Compensation Committee of the MMC Board of Directors (the “ Committee ”) may determine otherwise.

For purposes of these Terms and Conditions, your employment will be treated as terminated when you are no longer employed by MMC or any affiliate or subsidiary of MMC.

V.	CHANGE IN CONTROL PROVISIONS

Treatment of the Option and Initial RSUs in a Change in Control

The provisions of the Employment Agreement regarding the treatment of the Option and Initial RSUs in the event of a “ Change in Control ” of MMC (as defined in the Plan) shall be operative and shall control.

Treatment of Make-Whole RSUs in a Change in Control

Change in Control if the Make-Whole RSUs are Assumed by a Successor

Upon the occurrence of a Change in Control of MMC, if the Make-Whole RSUs are Assumed (as defined in Section V.B.2) by the entity effecting the Change in Control, the Make-Whole RSUs will vest as provided in Section I.C.2 or, if earlier, will become fully vested upon your termination of employment by the Company without Cause or for Good Reason during the 24-month period following such Change in Control.

ii.

For purposes of these Terms and Conditions, the Make-Whole RSUs will be considered assumed (“ Assumed ”) if the following conditions are met:

(a)

Make-Whole RSUs are converted into a replacement award covering a number of shares of the entity effecting the Change in Control (or a successor or parent corporation), as determined in a manner substantially similar to the treatment of an equal number of shares of MMC stock covered by the Make-Whole RSUs; provided that to the extent that any portion of the consideration received by holders of MMC common stock in the Change Control transaction is not in the form of the common stock of such entity (or a successor or parent corporation), the number of shares covered by the replacement award shall be based on the average of the high and low selling prices of the common stock of such entity (or a successor or parent corporation) on the established stock exchange on the trading day immediately preceding the date of the Change in Control.

(b)

The replacement award contains provisions for scheduled vesting and treatment on termination of employment (including the definition of Cause) that are no less favorable to you than the Make-Whole RSUs, and all other terms of the replacement award (other than the security and number of shares represented by the replacement award) are substantially similar to the Make-Whole RSUs.

(c)

The security represented by the replacement award is of a class that is publicly held and widely traded on an established stock exchange.

Change in Control if the Make-Whole RSUs are not Assumed by a Successor

Upon the occurrence of a Change in Control of MMC, if the Make-Whole RSUs are not Assumed by the entity effecting the Change in Control, the Make-Whole RSUs will become fully vested on the date of the Change in Control and any restrictions contained in the terms and conditions of the Make-Whole RSUs shall lapse.

ii.

corporation)) which you would have received in the Change in Control transaction had you been, immediately prior to such transaction, a holder of that number of shares of MMC common stock equal to the number Make-Whole RSUs.

Additional Payment

The value of the accelerated vesting of any portion of the Award in connection with a Change in Control (the “ Accelerated Award ”) may be subject to a 20% federal excise tax under Section 4999 (the “ Excise Tax ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”). The Excise Tax is imposed on a select group of highly-compensated employees when the value, as determined by applicable regulations, of payments in the nature of compensation contingent on a Change in Control (including an amount reflecting the value of the accelerated vesting of the Award) equals or exceeds three times the average of your last five years’ W-2 earnings

If a Change in Control occurs and the vesting of the Award is accelerated, MMC will determine if the Excise Tax is payable by you. If the Excise Tax is payable by you, MMC will pay to you, within five business days of making the determination, an amount of money (the “ Additional Payment ”) such that after payment of applicable federal, state and local income taxes (other than any taxes arising under Section 409A of the Code), employment taxes and any Excise Tax imposed upon the Additional Payment, you will retain an amount of the Additional Payment equal to the Excise Tax imposed in respect of the Accelerated Award. If the Additional Payment, after payment of such taxes, is later determined to be less than the amount necessary to reimburse you for the Excise Tax you owe in respect of the Accelerated Award, a further payment will be made to you. If the Additional Payment, after payment of applicable taxes, is later determined to be more than the amount necessary to reimburse you for the Excise Tax you owe in respect of the Accelerated Award, you will be required to reimburse MMC for such excess.

VI.	OTHER PROVISIONS

No Right to Continued Employment. The granting of the Award or, in the case of the Option, any exercise thereof does not give you any right to continue to be employed by the Company for any specific duration, or restrict, in any way, your right or the right of your employer to terminate your employment at any time for any reason, with or without cause or prior notice.

During your lifetime, the Option shall be exercisable only by you, and no right hereunder related to the Award shall be transferable except by will or the laws of descent and distribution. Any shares of MMC common stock that may be deliverable to you 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.

Neither you nor any person entitled to exercise your rights in the event of your death shall have any of the rights of a stockholder with respect to the shares of MMC common stock subject to an Award, unless, and until, you (or such person) have received the shares in respect of such Award.

The Company is not liable for the non-issuance or non-transfer, nor for any delay in the issuance or transfer, of any shares of MMC common stock subject to your Award or otherwise pursuant to the Plan due to you which results from the inability of the Company to obtain, or in any delay in obtaining, from each regulatory body having jurisdiction, all requisite authority to issue or transfer shares of MMC common stock, if counsel for the Company deems such authority necessary for the lawful issuance or transfer of any such shares.

The Award is subject to all of these Terms and Conditions and to the terms and conditions of the Plan and to the terms and conditions of the Employment Agreement, and your acceptance of the Award shall constitute your agreement to the terms and conditions of the Plan and the administrative regulations of the Committee. In the event of any inconsistency between these Terms and Conditions, the Employment Agreement and the provisions of the Plan, the provisions of the Plan shall prevail (other than with respect to treatment of the Options and the Initial RSUs in a Change in Control, in which case the Employment Agreement shall prevail). In the event of any inconsistency between these Terms and Conditions and any provision of the Employment Agreement, the Employment Agreement shall prevail. Your acceptance of the Award constitutes your agreement that the shares of MMC common stock acquired hereunder, if any, will not be sold or otherwise disposed of by you in violation of any applicable securities laws or regulations.

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 these Terms and Conditions or the Plan 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.

The Committee may, in its sole discretion, amend the terms of the Award; provided, however, that if the Committee concludes that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to your Award without your consent.

The Committee has full discretion and authority to control and manage the operation and administration of the Awards and the Plan. The Committee is comprised of at least two members of the MMC Board of Directors.

The Plan, and the granting of Awards and exercising of Options thereunder, and the obligations of the Company and its employees (including you) under the Plan, shall be subject to all applicable governmental laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, including, but not limited to, tax and securities regulations.

The MMC Board of Directors may amend, alter, suspend, discontinue or terminate the Plan or the Committee’s authority to grant awards under the Plan; except that, without the consent of an affected participant, no such action may materially adversely affect the rights of such participant under any award theretofore granted to him or her. Following the occurrence of a Change in Control (as defined in the Plan), the MMC Board of Directors may not terminate the Plan or amend the Plan with respect to awards that have already been granted in any manner adverse to employees.

Awards relating to not more than eight million (8,000,000) shares of MMC common stock (par value $1.00 per share), plus such number of shares remaining unused under preexisting stock plans approved by MMC’s stockholders, may be issued under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan. Employees of the Company will be eligible for awards under the Plan. MMC common stock is traded on the New York Stock Exchange under the symbol “MMC” and is subject to market price fluctuation. Shares of MMC common stock delivered in respect of the Award may be obtained through open market purchases, treasury stock or newly issued shares.

The Plan is not qualified under Section 401(a) of the Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974. Your right to payment of your Award is the same as the right of an unsecured general creditor of the Company.

There are no investment fees associated with your Award, and MMC pays all administrative expenses associated with your Award, although you will be responsible for any fees associated with the sale of any shares of MMC common stock delivered in respect of the Award.

Please retain this document in your permanent records. If you have any questions regarding the Plan or your Award or would like an account statement detailing each type of equity-based award and the number of shares covered by such equity-based award that comprises your Award, and the exercise price, vesting date(s) and expiration date of such equity-based awards that comprise your Award, or any other information please contact:

MMC Global Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York l0036-2774

Telephone Number: (212) 345-9722

Facsimile Number: (212) 948-8481

VII.	FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the United States Federal income tax consequences of the equity-based awards that may comprise your Award. This discussion does not address all aspects of the U.S. Federal income tax consequences that may be relevant to you in light of your personal investment or tax circumstances and does not discuss any state or local tax consequences of your Award. This section is based on the Code, its legislative history, existing and proposed regulations under the Code, and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Please consult your own tax advisor concerning the application of the U.S. Federal income tax laws to your particular situation, as well as the applicability and effect of any state or local tax laws before taking any actions with respect to your Award.

Nonqualified Stock Option

You will not be subject to tax upon the grant of a nonqualified stock option. Upon exercise of a nonqualified stock option, an amount equal to the excess of the fair market value of the shares of common stock acquired on the date of exercise over the exercise price paid is taxable to you as ordinary income. This amount of income will be subject to income and employment tax withholding. Your basis in the shares of common stock received will equal the fair market value of the shares of common stock on the date of exercise, and your holding period in such shares will begin on the day following the date of exercise. Upon your subsequent disposition of shares of common stock acquired upon the exercise of a nonqualified stock option, you will recognize capital gain or loss based upon the difference between the amount realized on such disposition and your basis in such shares, and such amount will be long-term capital gain or loss if such shares were held for more than 12 months. In the taxable year in which you recognize ordinary income upon the exercise of a nonqualified stock option, the Company generally will be entitled to a deduction equal to the amount of income recognized by you.

Restricted Stock Units

You will not be subject to tax upon the grant of a restricted stock unit. Upon vesting of restricted stock units, the fair market value of the shares of common stock covered by the Award on the vesting date will be subject to FICA employment tax withholding. Upon distribution of the shares of common stock (or, in the event of a Change in Control of MMC, cash or other property, if applicable) underlying the restricted stock units, you will recognize as ordinary income an amount equal to the fair market value on the date of distribution of the shares of common stock (and/or cash or other property) received. This amount of income will be subject to income tax withholding on the date of distribution. Your basis in any shares of common stock received will be equal to the fair market value of the shares of common stock on the date of distribution, and your holding period in such shares will begin on the day following the date of distribution. If any dividend equivalents are paid to you, they will be includible in your income as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding. In the taxable year in which you recognize ordinary income on account of shares of common stock awarded to you, the Company generally will be entitled to a deduction equal to the amount of income recognized by you.

Section 409A

Notwithstanding any other provision herein, your Award may be subject to additional restrictions to ensure compliance with the requirements of Section 409A of the Code (regarding nonqualified deferred compensation) and regulations thereunder. The Committee intends to administer the Awards in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Awards (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 this document or in other materials relating to the Award or the Plan that do not yet reflect Section 409A of the Code and the regulations thereunder and, in any event, in the event that the Company determines that you are a “specified employee” (as defined in Section 409A of the Code) at the time of your separation from service with the Company, distributions in respect of your RSUs that are covered by Section 409A of the Code which are triggered by your separation from service shall be delayed until the first business day after the six-month period following such separation (or, if earlier, shall be made upon your death). If your Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all vested but unpaid awards under the Plan that are subject to Section 409A of the Code, interest at the underpayment rate plus 1%, and a 20% penalty.

VIII.

RESALE RESTRICTIONS

If you are an “affiliate” of MMC at the time you exercise an option and/or receive shares of MMC common stock in respect of the Award, your ability to resell those shares may be restricted. In order to resell such shares, you will be required either to observe the resale limitations of Rule 144 of the Securities Act of 1933, as amended (the “ Securities Act ”), or offer your shares for resale in compliance with another applicable exemption from the registration requirements of the Securities Act.

An “affiliate” is defined, for purposes of the Securities Act, as a person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, MMC. A “person” is defined to include any relative or spouse of the person and any relative of the person’s spouse who has the same home as the person, any trust, estate, corporation or other organization in which the person or any of the foregoing persons has collectively more than 10% beneficial interest, and any trust or estate for which the person or any of the foregoing persons serves as trustee, executor or in any similar capacity. A person “controls, is controlled by or is under common control” with MMC when that person directly or indirectly possesses the power to direct or cause the direction of the management and policies of MMC whether through the ownership of voting securities, by contract or otherwise.

IX.	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K of MMC for its last fiscal year, MMC’s Registration Statement on Form 8 dated February 3, 1987, describing MMC common stock, including any amendment or reports filed for the purpose of updating such description, and MMC’s Registration Statement on Form 8-A/A dated January 26, 2000, describing the Preferred Stock Purchase Rights attached to the common stock, including any further amendment or reports filed for the purpose of updating such description, which have been filed by MMC under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), are incorporated by reference herein.

All documents subsequently filed by MMC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the end of MMC’s last fiscal year and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

The Annual Report can be viewed on MMC’s website at http://www.mmc.com/investors/current.php. Participants may receive without charge, upon written or oral request, a copy of any of the documents incorporated herein by reference and any other documents that constitute part of this Prospectus by contacting MMC Global Compensation as indicated above.

Exhibit 10.20

This document constitutes part of a prospectus covering securities that have

been registered under the Securities Act of 1933.

The date of this prospectus is [Date].

MARSH & McLENNAN COMPANIES, INC.

2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

AND

2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN

Terms and Conditions for Award of Deferred Stock Units

to U.S. Award Recipients

This award of deferred stock units has been granted to you on [Award Date] (the “ Award Date ”) under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan or the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (as applicable to you, the “ Plan ”) as specified in the Award Letter (defined below). For purposes of these Terms and Conditions, “ MMC ” means Marsh & McLennan Companies, Inc. and any successor thereto.

I.	GRANT, VESTING AND DISTRIBUTION OF AWARD; RESTRICTIVE COVENANTS AGREEMENT

Grant of Award

The letter delivered to you from MMC’s Chief Executive Officer dated [Date of Award], (the “ Award Letter ”) specifies the number of deferred stock units that comprises your individual award (the “ Award ”). You must execute a Restrictive Covenants Agreement (as described in Section I.C.) by the date specified in the Award Letter to accept the Award.

Deferred Stock Units

General . A deferred stock unit (“ DSU ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to these Terms and Conditions and the terms and conditions of the Plan, one (1) share of MMC common stock as soon as practicable after vesting or as otherwise provided herein.

Vesting . Subject to your continued employment, the DSUs are scheduled to vest on the [Vesting Date] of the Award Date (the “ Scheduled Vesting Date ”). If your employment terminates prior to the Scheduled Vesting Date, your right to the DSUs will be determined in accordance with Section III below.

Delivery of Shares . Shares of MMC common stock in respect of the DSUs covered by the Award shall be distributed to you as soon as practicable after vesting, and in no event later than 60 days after vesting. The delivery of shares in respect of your deferred stock units is conditioned on your (i) having timely signed and returned a copy of the Restrictive Covenants Agreement (defined below) to MMC as instructed and (ii) satisfaction of any applicable tax withholding with respect to the Award.

Restrictive Covenants Agreement

As provided in these Terms and Conditions, you must execute a Restrictive Covenants Agreement in a form determined by MMC (“ Restrictive Covenants Agreement ”) to accept your Award and for your Award to vest upon certain terminations of employment. The Restrictive Covenants Agreement generally applies for a period of one year commencing with your termination of employment. A copy of the Restrictive Covenants Agreement is enclosed. You may wish to consider consulting an attorney at your own expense before signing the Restrictive Covenants Agreement. Please retain a copy of your signed Restrictive Covenants Agreement for your records. Failure to timely execute and comply with the Restrictive Covenants Agreement by the date specified in the Award Letter will result in forfeiture of all of your rights, title and interest in and to the Award.

II.	RIGHTS OF DEFERRED STOCK UNITS

Dividend equivalents are payable on each DSU at or after the time of distribution of any dividend paid by MMC in respect of a share of its common stock (a “ Dividend Payment Date ”), the record date of which occurs on or after the Award Date. You shall be entitled to receive an amount (less applicable withholding) equal to such dividend payment as would have been made in respect of one (1) share of MMC common stock for each DSU covered by the Award. Payment of a dividend equivalent shall be made only with respect to DSUs that are outstanding on the ex-dividend date.

III.	TERMINATION OF EMPLOYMENT

If your employment with MMC or any of its subsidiaries or affiliates (the “ Company ”) terminates, the following shall apply:

Death

In the event your employment is terminated because of your death, the DSUs will vest at such termination of employment.

Permanent Disability

Upon the occurrence of your Permanent Disability (as defined in Section III.G.), the DSUs will vest provided that you satisfy the condition to vesting described in Section III.F.

Termination Other Than For Cause

In the event your employment is terminated by the Company other than for Cause (as defined below), the Award will vest on a pro rata basis at such termination of employment provided that you satisfy the condition to vesting described in Section III.F. The portion of DSUs under the Award that vest is equal to a fraction, the numerator of which is the number of days from the Award Date to the date of your termination of employment, and the denominator of which is the number of days from the Award Date to the Scheduled Vesting Date.

For purposes of these Terms and Conditions, “ Cause ” shall mean:

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;

ii.

willful violation of any written company policies including but not limited to, the Company’s Code of Business Conduct & Ethics;

iii.

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;

iv.

unlawful use (including being under the influence) or possession of illegal drugs;

any gross negligence or willful misconduct resulting in a material loss to the Company or any of its subsidiaries, or material damage to the reputation of the Company or any of its subsidiaries; or

vi.

any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company or any of its subsidiaries.

Sale of Business Unit For Which You Work

In the event of a sale or similar transaction involving the business unit for which you work (the “ Employing Company ”) as a result of which the Employing Company ceases to be a subsidiary of MMC, your termination of employment will be treated as a Termination Other than for Cause.

All Other Employment Terminations

of Directors (the “ Committee ”) may determine otherwise. For purposes of these Terms and Conditions, your employment will be treated as terminated when you are no longer employed by MMC or any affiliate or subsidiary of MMC.

Condition to Vesting of Award Upon Termination of Employment

In the event of your termination of employment due to Permanent Disability or Termination other than for Cause as described in Section III.B or C, any unvested portion of the Award will vest as provided in Section III.B or C; provided that you reaffirm your Restrictive Covenants Agreement within 30 days following your termination of employment. Failure to timely reaffirm and comply with the Restrictive Covenants Agreement will result in forfeiture of all of your rights, title and interest in and to the Award, whether vested or unvested.

Definitions

As used in these terms and conditions, “ Permanent Disability ” will be deemed to occur when MMC’s disability carrier determines 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.

IV.	CHANGE IN CONTROL PROVISIONS

Change in Control if Award is Assumed by a Successor

Upon the occurrence of a “ Change in Control ” of MMC, as defined in the Plan, if the Award is Assumed (as defined in Section IV.A.2) by the entity effecting the Change in Control, the Award will become fully vested upon the earlier of the next Scheduled Vesting Date and your termination of employment without Cause or for Good Reason (as defined in the next sentence) during the 24-month period following such Change in Control. For purposes of these Terms and Conditions, “ Good Reason ” includes any of the following without your written consent: (i) a material reduction in your base salary; (ii) a material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive); (iii) a material diminution of your duties, responsibilities or authority; or (iv) a relocation of more than 50 miles from your office location in effect immediately prior to the Change in Control; provided that you provide MMC 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 MMC with at least 30 days following receipt of such notice to remedy such circumstances.

For purposes of these Terms and Conditions, an Award will be considered assumed (“ Assumed ”) if the following conditions are met:

The Award is converted into a replacement award (the “ Replacement Award ”) covering a number of shares of the entity effecting the Change in Control (or a successor or parent corporation), as determined in a manner substantially similar to the treatment of an equal number of shares of MMC stock covered by the Award; provided that to the extent that any portion of the consideration received by holders of MMC common stock in the Change Control transaction is not in the form of the common stock of such entity (or a successor or parent corporation), the number of shares covered by the replacement award shall be based on the average of the high and low selling prices of the common stock of such entity (or a successor or parent corporation) on the established stock exchange on the trading day immediately preceding the date of the Change in Control.

ii.

The Replacement Award contains provisions for scheduled vesting and treatment on termination of employment (including the definition of Cause) that are no less favorable to you than the Award, and all other terms of the Replacement Award (other than the security and number of shares represented by the Replacement Award) are substantially similar to the Award.

iii.

The security represented by the Replacement Award is of a class that is publicly held and widely traded on an established stock exchange.

Change in Control if Award is not Assumed by a Successor

Upon the occurrence of a Change in Control of MMC, if the Award is not Assumed by the entity effecting the Change in Control, the Award will become fully vested on the date of the Change in Control and any restrictions contained in the terms and conditions of the grant of the Award shall lapse.

If in the Change in Control transaction shareholders of MMC receive consideration consisting of cash or other property (including securities of a successor or parent corporation), there shall be delivered to you the consideration which you would have received in such transaction had you been, immediately prior to such transaction, a holder of that number of shares of MMC common stock equal to the number of shares of MMC common stock deliverable upon a Change in Control in respect of any DSUs covered by the Award.

As soon as practicable following the date of the Change of Control but in no event later than 60 days following such date, you will receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) which you would have received in the Change in Control transaction had you been, immediately prior to such transaction, a holder of that number of shares of MMC common stock equal to the number DSUs covered by the Award.

Additional Payment

Should the vesting of your DSUs under the Award accelerate because of a Change in Control, all or part of the value thereof (the “ Acceleration Value ”) may be subject to a 20% federal excise tax (the “ Excise Tax ”) under Section 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”). The Excise Tax is imposed on a select group of highly-compensated employees when the value, as determined by applicable regulations, of payments in the nature of compensation contingent on a Change in Control (including an amount reflecting the value of the accelerated vesting of the Award) equals or exceeds three times the average of such employee’s last five years’ W-2 earnings.

If a Change in Control occurs and the vesting of DSUs under the Award is accelerated, MMC will determine if the Excise Tax is payable by you. If the Excise Tax is payable by you, MMC will pay to you, within five days of making the determination, an amount of money (the “ Additional Payment ”) such that after payment of applicable federal, state and local income taxes (other than any taxes arising under Section 409A of the Code), employment taxes and any Excise Tax imposed upon the Additional Payment, you will retain an amount of the Additional Payment equal to the Excise Tax imposed in respect of the Acceleration Value. If the Additional Payment, after payment of such taxes, is later determined to be less than the amount necessary to reimburse you for the Excise Tax you owe in respect of the Acceleration Value, a further payment will be made to you. If the Additional Payment, after payment of applicable taxes, is later determined to be more than the amount necessary to reimburse you for the Excise Tax you owe in respect of the Acceleration Value, you will be required to reimburse MMC (or its successor) for such excess.

V.	OTHER PROVISIONS

No Right to Continued Employment. The granting of an Award does not give you any right to continue to be employed by the Company for any specific duration, or restrict, in any way, your right or the right of your employer to terminate your employment at any time for any reason, with or without cause or prior notice. Nothing in these Terms and Conditions or the Plan gives you any right to continue in the employ of the Company or interfere in any way with your right, or the right of the Company, to terminate your employment at any time.

Any shares that may be deliverable to you 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.

The Company is not liable for the non-issuance or non-transfer, nor for any delay in the issuance or transfer, of any shares of MMC common stock due to you which results from the inability of the Company to obtain, or in any delay in obtaining, from each regulatory body having jurisdiction, all requisite authority to issue or transfer shares of MMC common stock, if counsel for the Company deems such authority necessary for the lawful issuance or transfer of any such shares.

The Award is subject to all of these Terms and Conditions and to the terms and conditions of the Plan and to the terms and conditions of any employment agreement or offer letter between you and the Company regarding the treatment of equity-based awards upon certain terminations of employment (“ Contractual Provisions ”), and your acceptance of the Award shall constitute your agreement to the terms and conditions of the Plan and the administrative regulations of the Committee. In the event of any inconsistency between these Terms and Conditions, the Contractual Provisions and the provisions of the Plan, the provisions of the Plan shall prevail. In the event of any inconsistency between these Terms and Conditions and any Contractual Provisions, the Contractual Provisions shall prevail. Your acceptance of the Award constitutes your agreement that the shares of MMC common stock acquired hereunder, if any, will not be sold or otherwise disposed of by you in violation of any applicable securities laws or regulations.

The Plan, and the granting of Awards thereunder, and any delivery of shares in respect of an Award and the obligations of the Company and employees under the Plan, shall be subject to all applicable governmental laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, including, but not limited to, tax and securities regulations.

Awards relating to not more than eighty million (80,000,000) shares of MMC common stock (par value $1.00 per share), plus such number of shares authorized and reserved for awards pursuant to certain preexisting share resolutions adopted by the MMC Board of Directors, may be made over the life of the Marsh & McLennan Companies, Inc. 2000

Employee Incentive and Stock Award Plan. Awards relating to not more than eight million (8,000,000) shares of MMC common stock (par value $1.00 per share), plus such number of shares remaining unused under preexisting stock plans approved by MMC’s stockholders, may be issued under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan. Employees of the Company will be eligible for awards under the Plan. MMC common stock is traded on the New York Stock Exchange under the symbol “MMC” and is subject to market price fluctuation. Shares of MMC common stock delivered in respect of the Award may be obtained through open market purchases, treasury stock or newly issued shares.

Please retain this document in your permanent records. If you have any questions regarding the Plan or your Award or would like an account statement detailing the number of units covered and the vesting date(s) of such Award or any other information, please contact:

MMC Global Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York l0036-2774

Telephone Number: (212) 345-9722

Facsimile Number: (212) 948-8481

VI.	FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the United States Federal income tax consequences of your Award. This discussion does not address all aspects of the U.S. Federal income tax consequences that may be relevant to you in light of your personal investment or tax circumstances and does not discuss any state or local tax consequences of your Award. This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Code, and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Please consult your own tax advisor concerning the application of the U.S. Federal income tax laws to your particular situation, as well as the applicability and effect of any state or local tax laws before taking any actions with respect to your Award.

Deferred Stock Units

You will not be subject to tax upon the grant of deferred stock units. Upon vesting of deferred stock units, the fair market value of the shares of common stock covered by the Award on the vesting date will be subject to FICA employment tax withholding. Upon distribution of the shares of common stock (or, in the event Section IV.A.3 is applicable, cash or other property) underlying the deferred stock units, you will recognize as compensation income an amount equal to the fair market value on the date of distribution of the shares of common stock (and/or cash or other property) received. This amount of income will be subject to income tax withholding on the date of distribution. Your basis in any shares of common stock received will be equal to the fair market value of the shares of common stock on the date of distribution, and your holding period in such shares will begin on the day following the date of distribution. If any dividend equivalents are paid to you, they will be includible in your income as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding. In the taxable year in which you recognize ordinary income on account of shares of common stock awarded to you, the Company generally will be entitled to a deduction equal to the amount of income recognized by you.

Section 409A

Notwithstanding any provision herein, if at the time of the termination of your employment you are a “specified employee” (as defined in Section 409A of the Code) no portion of your 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 the 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 the 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. This subparagraph does not guarantee that your Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code.

VII.	RESALE RESTRICTIONS

If you are an “affiliate” of MMC at the time you receive shares of MMC common stock in respect of the Award, your ability to resell those shares may be restricted. In order to resell such shares, you will be required either to observe the resale limitations of Rule 144 of the Securities Act of 1933, as amended (the “ Securities Act ”), or offer your shares for resale in compliance with another applicable exemption from the registration requirements of the Securities Act.

VIII.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report can be viewed on MMC’s website at http://www.mmc.com/annualreport.html . Participants may receive without charge, upon written or oral request, a copy of any of the documents incorporated herein by reference and any other documents that constitute part of this Prospectus by contacting MMC Global Compensation as indicated above.

Exhibit 10.21

LOGO

AMENDMENTS TO CERTAIN MMC EQUITY-BASED AWARDS DUE TO U.S. TAX LAW CHANGES

AFFECTING EQUITY-BASED AWARDS GRANTED UNDER THE

MARSH & McLENNAN COMPANIES, INC.

2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN

AND THE

MARSH & McLENNAN COMPANIES, INC.

2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE DATE OF THIS PROSPECTUS IS

DECEMBER 10, 2008.

{Intentionally Left Blank}

Overview

This document provides various amendments to MMC equity-based awards and/or deferred cash awards that have been adopted to address changes in U.S. federal tax law.

Tax Law Change Summary

When the American Jobs Creation Act was signed into law on October 22, 2004, it added a new section to the U.S. Internal Revenue Code (“ IRC ”) — Section 409A. IRC Section 409A and the regulations issued thereunder (“ Section 409A ”) applies to nonqualified deferred compensation, which can cover a broad range of arrangements including some that are not traditionally thought of as providing for a deferral of compensation, such as equity-based awards.

If Section 409A applies to an award of deferred compensation and the award does not comply, affected individuals are subject to a “penalty” tax of 20% (in addition to federal income taxes), as well as additional interest. Awards must be in compliance with Section 409A by January 1, 2009.

How This Affects Your Awards

MMC, like most other companies, is taking steps to limit the risk that you will be subject to the adverse tax consequences described above.

Among other steps, MMC is amending the Terms and Conditions of certain equity-based awards under the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan and/or the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (the “ Plans ”). Those amendments are described in the Appendices to this document. To the extent possible, we have tried to minimize the impact that these Section 409A amendments will have on the original provisions of the awards.

Section 409A will affect some, but not all of the awards you were previously granted under the Plans (“ Covered Awards ”). In summary:

Covered Awards generally include the following types of awards

•

Restricted stock units (“ RSUs ”);

•

Deferred stock units (sometimes referred to as deferred restricted stock units) (“ DSUs ”);

•

Stock bonus units (“ SBUs ”);

•

Deferred cash compensation (“ Deferred Cash ”), including awards granted as a part of a mandatory bonus deferral; and

•

Restricted stock units that were granted in lieu of restricted stock (“ RULs ”).

Covered Awards generally do not include the following types of awards

•

Stock options;

•

Restricted stock;

•

Awards that have been distributed ( i.e. , awards that would be Covered Awards except that they have been or will be distributed in shares of MMC common stock or cash by December 31, 2008);

•

Any awards (including all stock units and Deferred Cash) that vested on or before December 31, 2004; and

•

Any performance restricted units.

You are responsible for any tax consequences that apply to your Covered Awards. The amendments are intended to limit the risk that you will be subject to the adverse tax consequences of Section 409A. You do not need to take any action for these amendments to apply to your Covered Awards. If you take no action, the amendments will become effective on January 1, 2009 and you will be deemed to have consented to them.

If you have any questions about these amendments, you can call the Ayco AnswerLine® service (“ Ayco ”) at 1-888-741-7739 until December 31, 2008 and representatives from Ayco will be available to assist you. (Ayco is not affiliated with any of the Marsh & McLennan Companies.) You may also wish to consult with your own legal and/or tax advisors regarding the application of the amendments to your Covered Awards.

If, after reviewing this document and the applicable Appendices, you decide to withhold your consent to the amendments you must call Ayco at 1-888-741-7739 and request a form to withhold your consent. If a signed copy of the form is received by MMC by December 30, 2008, in accordance with the procedures set forth on the form, the amendments to the Terms and Conditions of your Covered Awards will not become effective. If you decide that you do not want the amendments to apply to your Covered Awards and you follow the procedures to withhold your consent, MMC believes your risk of being subject to adverse tax consequences is significantly greater.

Identifying Which Amendments Apply to Your Awards

To determine which amendments apply to your awards, you will need to:

•

Step 1 : Identify the Grant Information such as Grant Type and Grant Date;

•

Step 2 : Identify your Retirement Status under the Terms and Conditions of your Covered Award; and

•

Step 3 : Refer to applicable Appendices (see reference tables beginning on page 4).

Step 1 – Identifying Grant Information:

•

Information about your outstanding award types and grant dates can be found in the grant package(s) that included the Terms and Conditions of your Covered Award(s) and/or on My Rewards @ MMC (“ My Rewards ”) available at www.mmcpeoplelink.com (“ MMC PeopleLink ”).

•

Grant information can also be obtained by calling Ayco at 1-888-741-7739 and speaking with a representative.

Step 2 – Identifying Retirement Status:

If the Terms and Conditions of your Covered Award include “Early,” “Normal” and/or “Deferred” Retirement provisions, you will need to determine if any of the retirement provisions are or could become applicable to you if you terminated employment at any point while the Covered Award is outstanding. In general, the retirement provisions apply if:

•

you are at least age 55 but younger than age 65 and have at least five (5) years of service (“Early” Retirement); or

•

you are at least age 65, regardless of your years of service (“Normal” or “Deferred” Retirement).

For your information, the Terms and Conditions of your Covered Awards define “Early,” “Normal” and/or “Deferred” Retirement by reference to the terms (or any comparable substitute terms or concepts) set forth in the primary MMC retirement plan applicable to you upon your termination of employment (as one example, the MMC Retirement Plan). More information about “Early,” “Normal” and/or “Deferred” Retirement under MMC plans can be found in the Benefits Handbook, available on MMC PeopleLink.

Step 3 – Determining Applicable Appendices:

Once you have completed Steps 1 and 2, the chart on the next two pages will help you identify which Appendix applies to each of your Covered Awards. There will only be one Appendix that applies to any one of your Covered Awards. If you have more than one Covered Award, it is possible that you will need to refer to more than one Appendix.

How to Determine the Appendix for Each Covered Award


Appendix	Type of Covered Award	Amendment Overview
THE TERMS AND CONDITIONS OF YOUR COVERED AWARD DO NOT CONTAIN ANY RETIREMENT PROVISIONS OR IF YOU *ARE NOT* AND *WILL NOT BECOME RETIREMEN* T *ELIGIBLE* AT ANY POINT UNDER THE TERMS AND CONDITIONS OF YOUR COVERED AWARD WHILE THAT AWARD IS OUTSTANDING…

A	• Stock unit (and/or Deferred Cash) awards granted prior to December 31, 2008 (Awards codes include RSU, DSU, SBU)	All Awards (see page A-2) • Disability • Section 162(m) Deductibility Certain Awards (see page A-3) • Treatment of Termination Without Cause or Sale of a Business Unit • Definition of “Good Reason” • Timing of Distribution

IF YOU *ARE* OR *WILL BECOME RETIREMENT ELIGIBLE* AT ANY POINT UNDER THE TERMS AND CONDITIONS OF YOUR COVERED AWARD WHILE THAT AWARD IS OUTSTANDING…

B	• Stock unit (and/or Deferred Cash) awards granted prior to May 1, 2007	All Awards (see page B-2) • Definition of “Termination of Employment”

		• Change in Control

	(Awards codes include RSU, DSU, SBU)	• Delay in Distribution for Certain “Specified Employees”

		• Disability

		• Section 162(m) Deductibility

		Certain Awards (see page B-5)

		• Early Retirement and Execution of Restrictive Covenants Agreement

		• Treatment of Termination Without Cause or Sale of a Business Unit

		• Treatment of Sale of a Business Unit as Termination Without Cause

		• Timing of Distribution

How to Determine the Appendix for Each Covered Award (continued)


Appendix	Type of Covered Award	Amendment Overview
C	• Stock unit (and/or Deferred Cash) awards granted on or after May 1, 2007	All Awards (see page C-2) • Definition of “Termination of Employment” • Change in Control

	(Awards codes include RSU, DSU, SBU)	• Delay in Distribution for Certain “Specified Employees”

		• Disability

		• Section 162(m) Deductibility

		Certain Awards (see page C-6)

		• Early Retirement and Execution of Non-Competition Agreement

		• Treatment of Termination Without Cause or Sale of a Business Unit

REGARDLESS OF YOUR RETIREMENT STATUS UNDER THE TERMS AND CONDITIONS OF YOUR COVERED AWARD WHILE YOUR COVERED AWARD IS OUTSTANDING…

B	• Stock unit awards granted on March 17, 2004 or May 18, 2005 with RUL award codes	All Awards (see page B-2) • Definition of “Termination of Employment” • Change in Control

		• Delay in Distribution for Certain “Specified Employees”

		• Disability

		• Section 162(m) Deductibility

Internally, MMC uses various terms and award codes to refer to various awards of stock units and Deferred Cash that may constitute Covered Awards. To the extent that the title or heading of your stock unit or Deferred Cash Covered Award does not match the title or heading of an award or award code referenced within this document but otherwise has been made on the same grant date and/or has all the same relevant identifying features, your award is a Covered Award and will be subject to the relevant amendments within.

{Intentionally Left Blank}

Appendix A

Amendments to Covered Awards

•

There are two sets of applicable amendments: Universal Amendments (starting on page A-2) and Award-Specific Amendments (starting on page A-3).

•

Universal Amendments are applicable to the Terms and Conditions of Covered Awards that meet the following conditions:

•

The Covered Award was granted before December 31, 2008, and

•

Either

•

The Terms and Conditions of your Covered Award do not contain any retirement provisions, or

•

You are not and will not become retirement eligible at any point under the retirement provisions contained in the Terms and Conditions of your Covered Award while it is outstanding.

•

Award-Specific Amendments are applicable to the Terms and Conditions of the Covered Awards listed on page A-3 .

IMPORTANT NOTE: If you have awards covered by the amendments in this Appendix A, MMC believes that amendments to those awards are appropriate in order to be exempt from Section 409A. If your Covered Award is not exempt from and does not comply with Section 409A, you may incur a “penalty” tax of 20% (in addition to federal income taxes), as well as additional interest. Although MMC cannot guarantee that you will not be subject to these adverse tax consequences, the following amendments to the Terms and Conditions of your Covered Awards are intended to take advantage of the short-term deferral exemption under Section 409A, which requires vesting and distribution to occur within a short period of each other, while making as few substantive changes as possible.

A-1

APPENDIX A – UNIVERSAL AMENDMENTS

A1. Disability.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award provide that upon your termination of employment due to your total and permanent disability, your Covered Award will vest in full and be distributed to you.

•

Why are these terms being amended?

•

In order to take advantage of the short-term deferral exemption under Section 409A, any distribution made in connection with the occurrence of a disability must be made as soon as you are “disabled” (as determined under the Terms and Conditions of your Covered Award) and not on the date upon which MMC formally terminates your employment due to such disability.

•

What amendments are being made and what are the resulting new terms?

•

The current “Disability” provisions in the Terms and Conditions of your Covered Award are amended. Your Covered Award will now vest in full and be distributed to you upon the occurrence of your “Disability.” For purposes of the Terms and Conditions of your Covered Award, a “ Disability ” will be deemed to occur when MMC’s disability carrier determines 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.

•

What impact will this amendment have on you?

•

This provision will have no bearing on you unless MMC’s disability carrier determines that you have a “Disability” (as described in the previous paragraph). If you are determined to have a “Disability,” however, this amendment will generally cause MMC to pay you earlier than it otherwise would have paid you in the event of your “Disability” under the original Terms and Conditions of your Covered Award.

A2. Section 162(m) Deductibility.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award may provide that if you are a “covered employee” within the meaning of IRC Section 162(m), distribution of your Covered Award must be delayed until such time that the payment of the Covered Award may be deducted under IRC Section 162(m).

•

NOTE: If your award does not provide for this, then your award will remain unchanged in this respect.

A-2

•

Why are these terms being amended?

•

In order to provide MMC with the necessary flexibility to make a business decision on a case-by-case basis to delay payment to take advantage of deductions allowed by IRC Section 162(m), this provision is amended.

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that this provision is eliminated in its entirety.

•

What impact will this amendment have on you?

•

This amendment is only relevant to “covered employees” (which generally includes MMC’s executive officers who are named in its proxy statement). No other MMC employees will be affected by this amendment.

APPENDIX A – AWARD-SPECIFIC AMENDMENTS


Type of Covered Award		Applicable Amendment(s)
Mandatory Deferral of 2006 and/or 2007 Annual Bonus • Amendments apply to both SBUs and Deferred Cash components		A3

DSUs granted April 2, 2007		A4

SBUs granted on March 2, 2004		A5

DSUs granted on May 20, 2004		A5

A3. Treatment of Termination Without Cause or Sale of a Business Unit.

•

What are the applicable terms of your existing Covered Award?

•

In the event of (1) your termination of employment without “Cause” (as defined in the Terms and Conditions of your Covered Award) or (2) a sale of the business unit for which you work as a result of which it ceases to be an MMC subsidiary (which is treated the same as your termination of employment without “Cause”), the Terms and Conditions provide that your Covered Award will continue to vest and be distributed in accordance with the original vesting schedule.

•

For purposes of Section 409A, upon the occurrence of either of the two events noted directly above, under the existing Terms and Conditions of your Covered Award, you are deemed to be vested in the award upon the occurrence of that event, even though payment may be made significantly later ( i.e. , in accordance with the original vesting schedule).

A-3

•

Why are these terms being amended?

•

In order to take advantage of the short-term deferral exemption under Section 409A, which does not permit a significant delay between vesting and distribution in any instance, this provision has been amended.

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended and will now provide that in the event of (1) your termination of employment without “Cause” (as defined in the Terms and Conditions of your Covered Award) or (2) a sale of the business unit for which you work as a result of which it ceases to be an MMC subsidiary and your employment from MMC terminates, your Covered Award will vest in full and be distributed as soon as practicable, and in no event later than 60 days thereafter.

•

What impact will this amendment have on you?

•

This amendment will only impact you if your employment is terminated without “Cause” or if the business for which you work is sold and, as a result, your employment with MMC or any of its subsidiaries terminates. In both of these instances, the Terms and Conditions of your Covered Award will now provide for earlier distribution of your award to you ( i.e. , upon your termination of employment rather than in accordance with the original vesting schedule).

A4. Definition of “Good Reason. ”

•

What are the applicable terms of your existing Covered Award?

•

The existing Terms and Conditions of your Covered Award include a definition of “Good Reason” that may be applicable after the occurrence of a “Change in Control” (as defined in the Plan).

•

Why are these terms being amended?

•

In order to take advantage of the short-term deferral exemption under Section 409A, it is advisable that the definition of “Good Reason” satisfy the requirements of the safe harbor definition of “Good Reason” in Section 409A. The definition applicable to your Covered Award does not currently satisfy those requirements.

•

What amendments are being made and what are the resulting new terms?

•

The “Good Reason” definition in the Terms and Conditions of your Covered Award is amended to fall within the safe harbor provisions of the “Good Reason” definition under Section 409A by adding the term “material” to certain provisions of the current definition. All references in the Terms and Conditions of your Covered Award to “ Good Reason ” shall mean the occurrence of any of the following without your written consent:

(i)

a material reduction in your base salary;

(ii)

a material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

A-4

(iii)

a material diminution of your duties, responsibilities or authority; or

(iv)

a relocation of more than 50 miles from your office location in effect immediately prior to the Change in Control;

provided , that you provide MMC 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 MMC with at least 30 days following receipt of such notice to remedy such circumstances.

•

What impact will this amendment have on you?

•

The only substantive change to the definition from the definition previously included in your Covered Award is the addition of the word “material” in clauses (i) and (ii) above.

A5. Timing of Distribution.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award provide that distribution of your Covered Award will occur a reasonable time subsequent to the date of vesting.

•

Why are these terms being amended?

•

This provision is being clarified so that your Covered Award may qualify for the short-term deferral exemption under Section 409A, which does not permit a significant delay between vesting and distribution in any instance. In particular, Section 409A requires that the period between vesting and distribution be of a short, fixed duration. A 60-day period between vesting and distribution in all instances under your Covered Award will qualify for the short-term deferral exemption.

•

What amendments are being made and what are the resulting new terms?

•

The current Terms and Conditions of your Covered Award will continue to apply; provided, however, that in no event will distribution be made later than 60 days after the date of vesting.

•

What impact will this amendment have on you?

•

This amendment will not have any impact on you. The award is being clarified so that a “reasonable time subsequent” will in no case be longer than a period of 60 days.

A-5

Appendix B

Amendments to Covered Awards

•

There are two sets of applicable amendments: Universal Amendments (starting on page B-2) and Award-Specific Amendments (starting on page B-5) .

•

Universal Amendments are applicable to the Terms and Conditions of Covered Awards that meet the following conditions:

•

The Covered Award was granted before May 1, 2007, and

•

Either

•

You are or will become retirement eligible at any point under the retirement provisions contained in the Terms and Conditions of your Covered Award while it is outstanding, or

•

The Covered Award is an RUL granted on March 17, 2004 or May 18, 2005.

•

Award-Specific Amendments are applicable to the Terms and Conditions of the Covered Awards listed on page B-5 .

IMPORTANT NOTE: If you have awards covered by the amendments in this Appendix B, MMC believes that amendments to those awards are appropriate in order to comply with Section 409A. If your Covered Award does not comply with Section 409A, you may incur a “penalty” tax of 20% (in addition to federal income taxes), as well as additional interest. Although MMC cannot guarantee that you will not be subject to these adverse tax consequences, the following amendments to the Terms and Conditions of your Covered Awards are intended to bring them into compliance with Section 409A while making as few substantive changes as possible.

B-1

APPENDIX B – UNIVERSAL AMENDMENTS

B1. Definition of “Termination of Employment.”

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award include references to your “termination of employment” or when you “cease to be an employee” or similar variations.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Under Section 409A, distributions can only be made on a “termination of employment” if it also qualifies as a “separation from service” (as defined in Section 409A).

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that references to “termination of employment” or when you “cease to be an employee” 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 and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to MMC or any of its affiliates in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the level of services that you provided to MMC and its affiliates in the preceding 36 months (or shorter period of service if, for example, your total service with MMC is less than 36 months), all as determined in accordance with Section 409A. 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 MMC Long-Term Disability benefits will be ignored.

•

What impact will this amendment have on you?

•

In most cases, a “termination of employment” and a “separation from service” occur at the same time; however, they are not always identical. In some cases, you may terminate employment but not have a separation from service under Section 409A. For instance, if you continue to perform services as an independent contractor or consultant following your termination of employment, you may not have a separation from service. In other cases, you may have a separation from service without terminating employment. For instance, a reduction in your regular hours worked may cause a separation from service even though you remain employed.

B-2

Important Note: As a result of this amendment, MMC will take reasonable steps to monitor situations where you have either terminated employment without incurring a separation from service or incur a separation from service without terminating employment. However, you are in the best position to know if and when these situations occur. As a result, we ask that you contact MMC if you believe that you may fit into one of these scenarios, so that we can partner with you to improve the chances that your Covered Awards are distributed in accordance with the terms of the Plans and the Terms and Conditions of your award.

B2. Change in Control.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award provide that upon the occurrence of a “Change in Control” of MMC (as defined under the Plan) your Covered Award will vest in full and be distributed to you as soon as practicable, and in no event later than 60 days thereafter.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A does not permit distribution upon a “Change in Control” unless that term is defined in compliance with Section 409A. The current definition of “Change in Control” in the Plan that governs the Terms and Conditions of your Covered Award is not compliant with Section 409A.

•

What amendments are being made and what are the resulting new terms?

•

Although your Covered Award will continue to immediately vest in full upon a “Change in Control” (as defined under the Plan), distribution will not necessarily be made as soon as practicable thereafter if the transaction is not also a permissible “change in control event” (as defined in Section 409A). Instead, distribution will be made on the earliest of (i) a permissible “change in control event” (as defined in Section 409A), (ii) your termination of employment from MMC for any reason or (iii) each remaining payment date related to the original vesting schedule under the Terms and Conditions of your Covered Award.

•

What impact will this amendment have on you?

•

This change will not affect you unless MMC experiences a “Change in Control” (as defined under the Plan) that is not also a “change in control event” as defined in Section 409A.

B3. Delay in Distribution for Certain “Specified Employees.”

•

What are the applicable terms of your existing Covered Award?

•

Your Covered Award currently does not have a provision providing for a delay in distribution for certain “specified employees.”

B-3

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A requires a minimum six-month delay for all distributions subject to Section 409A that are made to a “specified employee” of a public company like MMC in connection with his or her separation from service.

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that if you are a “specified employee” no portion of your Covered Award that is determined to be subject to Section 409A will be distributed until the first day of the seventh month after the separation from service, and any such distributions to which you would otherwise be entitled during the first six months following your separation from service will be accumulated and distributed without interest on the first day of the seventh month after the separation from service.

•

What impact will this amendment have on you?

•

This amendment will be relevant only if you are a “specified employee” as defined under Section 409A ( i.e., generally the 50 top-paid officers of MMC and its operating companies) at the time of your separation from service from MMC.

B4. Disability.

•

What are the applicable terms of your existing Covered Award?

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A permits payment upon a disability only to the extent that the definition of “Disability” is compliant with the definition in Section 409A.

•

What amendments are being made and what are the resulting new terms?

•

B-4

•

What impact will this amendment have on you?

•

B5. Section 162(m) Deductibility.

•

What are the applicable terms of your existing Covered Award?

•

NOTE: If your award does not provide for this, then your award will remain unchanged in this respect.

•

Why are these terms being amended?

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that this provision is eliminated in its entirety.

•

What impact will this amendment have on you?

•

APPENDIX B – AWARD-SPECIFIC AMENDMENTS


Type of Covered Award		Applicable Amendment(s)

Mandatory Deferral of 2006 Annual Bonus • Amendments apply to both SBUs and Deferred Cash components		B6 and B7

2007 Long-Term Incentive Award (RSUs granted February 12, 2007)		B6

SBUs granted March 2, 2004		B8 and B9

B-5

B6. Early Retirement and Execution of Restrictive Covenants Agreement.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award provide that if you terminate due to Early Retirement (as defined in the applicable Terms and Conditions) and you sign a restrictive covenants agreement, your Covered Award will vest in full and be distributed in accordance with the Covered Award’s original vesting schedule.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A generally does not allow different termination of employment events to result in different distribution schedules.

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that if you terminate your employment due to Early Retirement and you sign a restrictive covenants agreement, your Covered Award will vest in full and be distributed as soon as practicable, and in no event later than 60 days thereafter.

•

What impact will this amendment have on you?

•

This amendment will only impact you if you terminate your employment due to Early Retirement and sign a restrictive covenants agreement. In this case, the Terms and Conditions of your Covered Award now provide for earlier distribution of your award to you ( i.e., upon your termination of employment due to Early Retirement rather than in accordance with the original vesting schedule).

•

PLEASE NOTE : If you terminate your employment due to Early Retirement and you do not sign a restrictive covenants agreement, you will forfeit all rights, title and interest in and to your Covered Award, whether vested or unvested (this provision remains unchanged).

B7. Treatment of Termination Without Cause or Sale of a Business Unit.

•

What are the applicable terms of your existing Covered Award?

•

In the event of (1) your termination of employment without “Cause” (as defined in the Terms and Conditions of your Covered Award) or (2) a sale of the business unit for which you work as a result of which it ceases to be an MMC subsidiary (which is treated the same as your termination of employment without “Cause”), the Terms and Conditions of your Covered Award provide that your award will continue to vest and be distributed in accordance with the original vesting schedule.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A generally does not allow different termination of employment events to result in different distribution schedules and this distribution schedule is different from the distribution schedule that applies in other instances of termination of employment.

B-6

•

What amendments are being made and what are the resulting new terms?

•

What impact will this amendment have on you?

•

This amendment only impacts you if you are terminated without “Cause” or if the business unit for which you work is sold and, as a result, your employment with MMC or any of its subsidiaries terminates. In both of these instances, the Terms and Conditions of your Covered Award now provide for earlier distribution of your award to you ( i.e., upon your termination of employment rather than in accordance with the original vesting schedule).

B8. Treatment of Sale of a Business Unit as Termination Without Cause.

•

What are the applicable terms of your existing Covered Award?

•

The “Change in Control” section in the Terms and Conditions of your Covered Award currently provides that upon the sale of the business unit for which you work as a result of which it ceases to be an MMC subsidiary, your Covered Award will vest in full and be distributed to you shortly thereafter.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A, which does not recognize the sale of a business unit as a permissible payment event.

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended to delete the provision that deals specifically with the sale of a business unit in its entirety. (Please note that the amendment that otherwise addresses “Change in Control” is set forth as Amendment B2 on page B-3.) Instead, the sale of a business unit for which you work will be treated as your termination of employment without “Cause.” Accordingly, the current provisions in the Terms and Conditions of your Covered Award that deal with the treatment of your Covered Award in the event of a termination of employment will govern instead.

•

What impact will this amendment have on you?

•

This amendment will only affect you if the business unit for which you work is sold and, as a result, your employment with MMC or any of its subsidiaries terminates. In this case, you will be treated as an MMC employee who has been terminated without “Cause,” and the original provisions in the Terms and Conditions of your Covered Award will apply.

B-7

B9. Timing of Distribution.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award provide that distribution of your Covered Award will occur a reasonable time subsequent to the date of vesting.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A requires that distributions be made within a fixed time period after a permissible payment event. A 60-day period between the payment event date and the actual payment date is permissible and would comply with Section 409A.

•

What amendments are being made and what are the resulting new terms?

•

The current Terms and Conditions of your Covered Award will continue to apply; provided, however, that in no event will distribution be made later than 60 days after the permissible payment event.

•

What impact will this amendment have on you?

•

This amendment will not have any impact on you. The award is being clarified so that a “reasonable time subsequent” will in no case be longer than a period of 60 days.

B-8

Appendix C

Amendments to Covered Awards

•

There are two sets of applicable amendments: Universal Amendments (starting on page C-2) and Award-Specific Amendments (starting on page C-6) .

•

Universal Amendments are applicable to the Terms and Conditions of Covered Awards that meet the following conditions:

•

The Covered Award was granted on or after May 1, 2007, and

•

You are or will become retirement eligible at any point under the retirement provisions contained in the Terms and Conditions of your Covered Award while it is outstanding, and

•

The Covered Award does not have an RUL award code.

•

Award-Specific Amendments are applicable to the Terms and Conditions of the Covered Awards listed on page C-6 .

IMPORTANT NOTE: If you have awards covered by the amendments in this Appendix C, MMC believes that amendments to those awards are appropriate in order to comply with Section 409A. If your Covered Award does not comply with Section 409A, you may incur a “penalty” tax of 20% (in addition to federal income taxes), as well as additional interest. Although MMC cannot guarantee that you will not be subject to these adverse tax consequences, the following amendments to the Terms and Conditions of your Covered Awards are intended to bring them into compliance with Section 409A while making as few substantive changes as possible.

C-1

APPENDIX C – UNIVERSAL AMENDMENTS

C1. Definition of “Termination of Employment.”

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award include references to your “termination of employment” or when you “cease to be an employee” or similar variations.

•

Why are these terms being amended?

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that references to “termination of employment” or when you “cease to be an employee” shall have the following meaning:

•

What impact will this amendment have on you?

•

In most cases, a “termination of employment” and a “separation from service” occur at the same time; however, they are not always identical. In some cases, you may terminate employment but not have a separation from service under Section 409A. For instance, if you continue to perform services as an independent contractor or consultant following your termination of employment, you may not have a separation from service. In other cases, you may have a separation from service without terminating employment. For instance, a reduction in your regular hours worked may cause a separation from service even though you remain employed.

C-2

C2. Change in Control.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award currently provide that upon a “Change in Control” of MMC (as defined under the Plan), if your Covered Award is assumed by a successor, then it will vest upon the earlier of the next scheduled vesting date and your termination of employment without “Cause” or for “Good Reason” (each as defined in the Terms and Conditions of your Covered Award) during the 24-month period following such “Change in Control.” The Terms and Conditions of your Covered Award also currently provide that if upon a “Change in Control” your Covered Award is not assumed by a successor, then it will vest on the date of the “Change in Control” and be distributed.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A does not permit distribution upon a “Change in Control” unless that term is defined in compliance with Section 409A. The current definition of “Change in Control” that relates to the Terms and Conditions of your Covered Award is not compliant with Section 409A.

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award that relate to a “Change in Control” (as defined under the Plan) have been amended. The provision that provides that your Covered Award will vest and be distributed in full upon a “Change in Control” if the Covered Award is not assumed by the successor has been deleted.

•

In addition, the provision that provides for the assumption of your Covered Award by a successor entity upon a “Change in Control” has been modified. The Terms and Conditions of your Covered Award will now provide that upon the occurrence of a “Change in Control” (as defined under the Plan), your Covered Award will continue to vest and be distributed in accordance with the original vesting schedule set forth under the Terms and Conditions of the Covered Award unless your employment is terminated without “Cause” or you terminate employment for “Good Reason” (each as defined in the Terms and Conditions of your Covered Award) during the 24-month period following the “Change in Control,” in which case your Covered Award will vest in full and be distributed following your termination of employment.

C-3

•

What impact will this amendment have on you?

•

This change will not affect you unless (i) there is a “Change of Control” of MMC and (ii) MMC’s acquirer would have otherwise chosen not to assume the Covered Awards.

C3. Delay in Distribution for Certain “Specified Employees.”

•

What are the applicable terms of your existing Covered Award?

•

Your Covered Award currently does not have a provision providing for a delay in distribution for certain “specified employees.”

•

Why are these terms being amended?

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that if you are a “specified employee” no portion of your Covered Award that is determined to be subject to Section 409A will be distributed until the first day of the seventh month after the separation from service, and any such distributions to which you would otherwise be entitled during the first six months following your separation from service will be accumulated and paid without interest on the first day of the seventh month after the separation from service.

•

What impact will this amendment have on you?

•

C4. Disability.

•

What are the applicable terms of your existing Covered Award?

•

Why are these terms being amended?

•

C-4

•

What amendments are being made and what are the resulting new terms?

•

What impact will this amendment have on you?

•

C5. Section 162(m) Deductibility.

•

What are the applicable terms of your existing Covered Award?

•

NOTE: If your award does not provide for this, then your award will remain unchanged in this respect.

•

Why are these terms being amended?

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that this provision is eliminated in its entirety.

•

What impact will this amendment have on you?

•

C-5

APPENDIX C – AWARD-SPECIFIC AMENDMENTS

Type of Covered Award

Applicable Amendment(s)

Mandatory Deferral of 2007 Annual Bonus

• Amendments apply to both SBUs and Deferred Cash components

C6 and C7

C6. Early Retirement and Execution of Non-Competition Agreement.

•

What are the applicable terms of your existing Covered Award?

•

The Terms and Conditions of your Covered Award provide that if you terminate due to Early Retirement (as defined in the applicable Terms and Conditions) and you sign a non-competition agreement, your Covered Award will vest in full and be distributed in accordance with the Covered Award’s original vesting schedule, but if you do not sign a non-competition agreement, you will receive a pro rata vesting and distribution as soon as practicable and in no event later than 60 days thereafter.

•

Why are these terms being amended?

•

Your Covered Award is subject to Section 409A. Section 409A generally does not permit an employee to change the timing of distribution at the time of termination of employment. As a result, your ability to electively change the timing of distribution under your Covered Award at the time of your termination of employment (depending on whether or not you decide to sign a non-competition agreement) does not comply with Section 409A. In addition, Section 409A generally does not allow different termination of employment events to result in different distribution schedules.

•

What amendments are being made and what are the resulting new terms?

•

The Terms and Conditions of your Covered Award are amended so that if you terminate your employment due to Early Retirement and you sign a non-competition agreement, your Covered Award will vest in full and be distributed as soon as practicable, and in no event later than 60 days thereafter.

•

What impact will this amendment have on you?

•

This amendment will only impact you if you terminate your employment due to Early Retirement and sign a non-competition agreement. In this case, the Terms and Conditions of your Covered Award now provide for earlier distribution of your award to you ( i.e., upon your termination of employment due to Early Retirement rather than in accordance with the original vesting schedule).

•

PLEASE NOTE: If you terminate your employment due to Early Retirement and you do not sign a non-competition agreement, you will receive pro rata vesting upon your termination of employment and distribution of your Covered Award (this provision remains unchanged).

C-6

C7. Treatment of Termination Without Cause or Sale of a Business Unit.

•

What are the applicable terms of your existing Covered Award?

•

In the event of (1) your termination of employment without “Cause” (as defined in the Terms and Conditions of your Covered Award) or (2) a sale of the business unit for which you work as a result of which it ceases to be an MMC subsidiary (which is treated the same as your termination of employment without “Cause”), the Terms and Conditions of your Covered Award provide that your award will continue to vest and be distributed in accordance with the original vesting schedule.

•

Why are these terms being amended?

•

What amendments are being made and what are the resulting new terms?

•

What impact will this amendment have on you?

•

This amendment will only impact you if your employment is terminated without “Cause” or the business for which you work is sold and, as a result, your employment with MMC or any of its subsidiaries terminates. In both of these instances, the Terms and Conditions of your Covered Award will now provide for earlier distribution of your award to you ( i.e., upon your termination of employment rather than in accordance with the original vesting schedule).

C-7

Important Legal Information

This document (including the Appendices) describes the amendments to the Terms and Conditions of Covered Awards. Except to the extent specifically amended as described herein, the Terms and Conditions of the Award (including, for awards granted outside the United States, Country-Specific Notices which should be read in conjunction with the Terms and Conditions) and the Plans shall continue to apply to the Covered Awards.

The granting of an award or any exercise or delivery thereof does not give you any right to continue to be employed by MMC or its subsidiaries or affiliates, or restrict in any way, your right or the right of your employer to terminate your employment at any time or for any reason with or without cause or prior notice. Neither the grant of an award nor any future grant of any award shall be deemed to create any obligation to grant any further awards, whether or not such a reservation is explicitly stated at the time of grant.

MMC and its operating companies will not be liable for any decrease in the price of MMC’s common stock or, for international grantees, the loss of value due to fluctuations in the exchange rates between local currencies and the U.S. Dollar.

This document is limited to the U.S. federal tax issues addressed herein. It was not intended or written to be used, and cannot be used by you, for the purpose of avoiding penalties that may be asserted against you under the Internal Revenue Code. The tax laws are complicated and often change. This document is not intended to provide personal tax advice.

Please note that not all employees of Marsh & McLennan Companies and its participating subsidiaries are eligible for all of the company’s benefit and compensation plans. For example, some affiliated employers are not participating employers in one or more of the company’s plans and programs; some plans have age, service, and/or compensation requirements; and certain rewards programs are maintained at the operating company level, and/or are programs that are made available through the company but are not company-sponsored.

References to certain company benefit and/or compensation plans are intended to provide an easy-to-understand explanation of certain provisions relating to Covered Awards. Every effort has been made to assure that this explanation is accurate. If any conflict arises between this document and the official plan documents of those benefit and/or compensation plans, then the official plan documents will always govern. MMC reserves the right to terminate any plan or to amend it at any time or from time to time as it may determine at its sole discretion. References to certain company benefit and/or compensation plans do not give rise to any right to participate in any such plan.

Please note that, while the company generally intends to maintain the various plans and programs it currently offers, the company retains the right to amend or terminate every plan or benefit to the fullest extent allowed by law at any time, and for any reason it deems advisable, as to any or all of the employees, retirees, former employees or other

participants or beneficiaries who are or may become covered. In fact, as a matter of prudent business planning, the company periodically re-evaluates its plans and programs. Proposed changes that are periodically considered, if finally approved and implemented, might be more or less advantageous to you than the provisions of the current programs, depending on your individual circumstances.

Because of the need for confidentiality, such proposals generally are discussed and evaluated only at the appropriate levels of management. Unless and until these proposals are formally adopted and announced by the company, they are not binding. The company may establish the effective date for any changes that are formally adopted.

{Intentionally Left Blank}

Exhibit 10.22

Section 409A Amendment Document

WHEREAS , the American Jobs Creation Act was signed into law on October 22, 2004 and it added Section 409A to the Internal Revenue Code of 1986, as amended (“ Section 409A ”), which, principally, restricts the timing of deferral elections and the time and form of distributions of certain nonqualified deferred compensation (“ NQDC ”) provided to employees, independent contractors and directors who are U.S. taxpayers (including expatriates); and

WHEREAS , all NQDC must be in documentary compliance with Section 409A by December 31, 2008, pursuant to final Treasury Department and Internal Revenue Service (“ IRS ”) regulations that will become effective January 1, 2009 and, prior to that date, transitional guidance (i) required good faith operational compliance with Section 409A until those regulations became effective and (ii) permitted certain changes to the timing of deferral elections and the time and form of distributions that would otherwise not be permitted under Section 409A; and

WHEREAS , there are a variety of compensation arrangements that are exempt from Section 409A, including, but not limited to, compensation payable within the short-term deferral period under the Section 409A regulations, restricted stock awards, stock options granted at fair market value, separation pay resulting from an involuntary termination of employment and “grandfathered” amounts under the Section 409A regulations; and

WHEREAS , if no exemption from Section 409A applies to a particular NQDC arrangement, such NQDC must be in both documentary and operational compliance with Section 409A; and

WHEREAS , if the NQDC does not comply with Section 409A and the regulations thereunder, the affected individual will be subject to immediate ordinary income tax, a “penalty” tax of 20%, and additional interest payments with respect to such NQDC and certain other “like” NQDC arrangements in which the individual participates (even if such “like” NQDC arrangements comply with Section 409A); and

WHEREAS , Marsh & McLennan Companies, Inc. (“ MMC ”) and its operating company subsidiaries (together with MMC, the “ Company ”) has a reporting obligation with respect to NQDC and any nonexempt, noncompliant NQDC; and

WHEREAS , the Company has worked to (i) interpret and apply the guidance issued to date by the Treasury Department and the IRS and the legal advice provided by counsel on Section 409A; (ii) identify, collect and assess compensation arrangements that are or may be affected by Section 409A; (iii) operate NQDC arrangements in good faith compliance with Section 409A; and (iv) address any identified Section 409A compliance issues consistent with the Company’s philosophy for its Section 409A compliance efforts, specifically: (A) design or amend the Company’s compensation arrangements to be exempt from Section 409A; and (B) if an exemption from Section 409A is unavailable or undesirable for business reasons, design, operate and/or amend the NQDC so that it complies with Section 409A and the regulations thereunder; provided, that any such amendments minimize, to the extent practicable, any adverse impact to the service providers; and

1 of 6

WHEREAS , the Company has taken significant actions to date related to Section 409A compliance, including, but not limited to:

(i)

Provided background on Section 409A and how it affects the Company’s compensation arrangements to the Company’s Human Resources Executive Team in September 2007;

(ii)

Adopted interim operational compliance measures, beginning in 2005, for the three MMC non-qualified retirement plans – the Supplemental Savings & Investment Plan (“ SSIP ”), the Benefit Equalization Plan (“ BEP ”) and the Supplemental Retirement Plan (“ SRP ”);

(iii)

Amended and restated the SSIP, BEP and SRP legal plan documents and adopted updated plan summaries;

(iv)

Amended and restated the Company’s broad-based severance plans to either be exempt from or compliant with Section 409A and the regulations thereunder;

(v)

Established procedures to determine the Company’s “specified employees” for each 12-month period from April 1 to March 31;

(vi)

Analyzed all operating company specific plans, agreements or arrangements that might be affected by Section 409A;

(vii)

Developed a standard form offer letter for each operating company;

(viii)

Distributed a prospectus supplement to the recipients of equity-based awards affected by Section 409A regarding amendments to the terms and conditions of those awards;

(ix)

Notified participants of the MMC Save As You Earn Plan (for the United Kingdom) and the MMC Irish Savings Related Share Option Scheme regarding the Section 409A consequences of their continued participation if they are or may become a U.S. taxpayer;

(x)

Recommended amendments to the MMC Directors’ Stock Compensation Plan (the “ Directors’ Stock Plan ”) to comply with Section 409A and the regulations thereunder, which amendments were adopted by the Board of Directors;

(xi)

Amended certain agreements with individual service providers, including, but not limited to, employment agreements and independent contractor agreements;

2 of 6

(xii)

Adopted a Section 409A compliance policy to interpret and administer the terms of agreements with individual service providers, incentive compensation arrangements and taxable fringe benefit arrangements to allow compensation paid under such arrangements to either be exempt from or compliant with Section 409A and the regulations thereunder (the “ Compliance Policy ”);

(xiii)

Retained outside advisors to assist in the analysis of Section 409A compliance issues and in the preparation of the above documents and measures, including the law firm Roberts and Holland with respect to the nonqualified retirement plans, the law firm Davis Polk & Wardwell with respect to equity-based awards and the Directors’ Stock Plan, the law firm Kramer Levin Naftalis & Frankel with respect to individual agreements, incentive compensation arrangements, severance arrangements and taxable fringe benefit arrangements and the benefits and compensation consultants at Mercer Human Resources Consulting regarding most of the arrangements described above; and

WHEREAS , on November 19, 2008, the Compensation Committee of the MMC Board of Directors (the “ Compensation Committee ”): (i) approved certain amendments to equity-based awards granted by the Company (the “ Committee Approval ”); and (ii) authorized MMC management to make any amendments to existing compensation arrangements deemed necessary or appropriate in order to make such arrangements exempt from or, alternatively, compliant with Section 409A and the regulations thereunder; provided, that any such amendments minimize, to the extent practicable, any adverse impact on the service providers (the “ Authority to Amend ”); and

WHEREAS , pursuant to the Committee Approval, the Authority to Amend and additional general and specific corporate authority for these matters, the Vice President of Corporate Human Resources approved: (i) the distribution of a prospectus supplement entitled “Amendments to Certain MMC Equity-Based Awards Due to U.S. Tax Law Changes” dated December 10, 2008 (the “ Prospectus Supplement ”) to the recipients of certain equity-based awards affected by Section 409A, which approval is confirmed by execution of this amendment; (ii) a document entitled “Marsh & McLennan Companies, Inc. Internal Revenue Code Section 409A Compliance Policy for Covered Arrangements”; and (iii) a document entitled “Section 409A Compliance Amendment for Severance Plans;” and

WHEREAS , the Company has determined that it is desirable to make certain additional amendments to: (i) awards granted under the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan or the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (collectively, the MMC Equity Plans ”) that may be subject to Section 409A; and (ii) other compensation arrangements that may be subject to Section 409A, including, but not limited to, individual agreements, incentive plans, programs and policies, taxable fringe benefit plans, programs and policies, the BEP, the SRP, the SSIP and any other nonqualified retirement plan, and any other element of compensation for a service provider providing services to the Company (collectively, the “ Compensation Arrangements ”); and

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NOW, THEREFORE, the following amendments are adopted and approved, effective January 1, 2009:

The amendments set forth in the Prospectus Supplement.

Performance restricted stock unit awards granted under the MMC Equity Plans on or about March 15, 2006 (the “ 2006 PRUs ”), on or about February 12, 2007 (the “ 2007 PRUs ”) and on or about February 26, 2008 (the “ 2008 PRUs ”) shall be amended as follows:

(a)

With respect to the 2006 PRUs, as follows:

(i)

If the grantee is one of MMC’s most senior executives, as determined by the Compensation Committee, the substance of Amendments A1 and A2 in the Prospectus Supplement shall apply to the Terms and Conditions of such individual’s 2006 PRUs; and

(ii)

For any other grantee, the substance of Amendments B1, B2, B3, B4 and B5 in the Prospectus Supplement shall apply to the Terms and Conditions of such individual’s 2006 PRUs.

(b)

With respect to the 2007 PRUs, as follows:

(i)

If the grantee is one of MMC’s most senior executives, as determined by the Compensation Committee, and such grantee is not and will not become eligible for “Normal Retirement” (as defined in the Terms and Conditions of the award) at any point while that award is outstanding, the substance of Amendments A1 and A2 in the Prospectus Supplement shall apply to the Terms and Conditions of such individual’s 2007 PRUs; and

(ii)

For any other grantee, the substance of Amendments B1, B3, B4 and B5 in the Prospectus Supplement shall apply to such individual’s 2007 PRUs.

(c)

With respect to the 2008 PRUs, as follows:

(i)

If the grantee is or will become eligible for “Normal Retirement” or “Early Retirement” (each as defined in the Terms and Conditions of the award) at any point while that award is outstanding, the substance of Amendments C1, C2, C3, C4 and C5 in the Prospectus Supplement shall apply to the Terms and Conditions of such individual’s 2008 PRUs; and

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(ii)

For any other grantee, the substance of A1 and A2 in the Prospectus Supplement shall apply to the Terms and Conditions of such individual’s 2008 PRUs.

Any award granted under an MMC Equity Plan that was not amended by the Prospectus Supplement or Amendment 2 above, but which, without the application of this Amendment 3, would be neither exempt from, nor compliant with, Section 409A and the regulations thereunder, is hereby amended consistent with the principles, practices and specific methodologies documented herein, in the Compliance Policy, in the Prospectus Supplement and in Amendment 2 above, including, but not limited to, MMC’s philosophy for amending such arrangements as set forth in the Authority to Amend ( “ MMC’s Section 409A Principles ”).

If any award granted under an MMC Equity Plan that was amended by the Prospectus Supplement or Amendment 2 above would not be exempt from, nor compliant with, Section 409A and the regulations thereunder, even after the application of such amendments, such award is hereby amended to the extent necessary to ensure that such award is fully exempt from or compliant with Section 409A and the regulations thereunder in a manner consistent with MMC’s Section 409A Principles.

Any Compensation Arrangement that was not amended or interpreted by the actions taken by the Company by December 31, 2008, including under any of the documents referenced herein, but which, without the application of the terms of such amendment or interpretive document or action, would be neither exempt from, nor compliant with, Section 409A and the regulations thereunder, is hereby amended consistent with MMC’s Section 409A Principles.

If any Compensation Arrangement that was amended or interpreted by the actions taken by the Company by December 31, 2008, including under any of the documents referenced herein, would not be exempt from, nor compliant with, Section 409A and the regulations thereunder, even after the application of such amendments, interpretation or action, such Compensation Arrangement is hereby amended to the extent necessary to ensure that such Compensation Arrangement is fully exempt from or compliant with Section 409A in a manner consistent with MMC’s Section 409A Principles.

If any additional amendments are necessary to make an award granted under an MMC Equity Plan or a Compensation Arrangement exempt from, or compliant with, Section 409A and the regulations thereunder, in accordance with MMC’s Section 409A Principles, such equity-based award or such Compensation Arrangement is hereby amended to the extent necessary to ensure that it is exempt from or compliant with Section 409A and the regulations thereunder.

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IN WITNESS WHEREOF, Leon J. Lichter, in his capacity as Vice President of Corporate Human Resources, has executed these amendments on December 24, 2008.

/s/ Leon J. Lichter

Leon J. Lichter

Vice President of Corporate Human Resources

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Exhibit 10.23

MARSH & MCLENNAN COMPANIES

SUPPLEMENTAL SAVINGS & INVESTMENT PLAN

(formerly the Marsh & McLennan Companies Stock Investment Supplemental Plan)

Amendment and Restatement effective January 1, 2009

(except as otherwise provided herein)

PREAMBLE

Effective July 1, 1992, Marsh & McLennan Companies, Inc. (the “Company”) adopted the Marsh & McLennan Companies Stock Investment Supplemental Plan (the “Plan”). The Plan provides benefits to certain employees of the Company and its participating subsidiaries whose benefits and contributions under the Marsh & McLennan Companies 401(k) Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Plan) (the “Basic Plan”) are limited by certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

It is intended that benefits paid under the Plan shall be paid under an arrangement that is, for purposes of Employee Retirement Income Security Act of 1974, unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. It is further intended that the Plan complies with the requirements of Section 409A of the Code, including the transition rules issued by the Internal Revenue Service in Notice 2005-1, 2005-1 C.B. 274 and subsequent guidance, to the extent applicable.

The Plan has been amended and restated several times since its establishment. In order to (i) reflect tax law changes enacted under Section 409A of the Code and Treasury regulations, (ii) reflect changes made to the Basic Plan and (iii) redesignate the Plan as the Marsh & McLennan Companies Supplemental Savings & Investment Plan, the Company hereby amends and restates the Plan in its entirety, effective January 1, 2009, except as otherwise provided herein.

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ARTICLE 1

DEFINITIONS

The following terms when used in this Plan have the designated meanings unless a different meaning is clearly required by the context.

1.1 Board of Directors , Catch-Up Contributions , Code , Company , Contribution Authorization , Eligible Employee , Investment Fund , MMC Stock , Participating Company , Matching Contributions , Non-Covered Company , Plan Year , Pre-Tax Contributions , Roth Contributions , Spouse , Stock Fund , and Year of Service have the meanings given them in the Basic Plan as from time to time in effect.

1.2 Account means an account established on behalf of a Participant by the Company pursuant to Section 4.1(a).

1.3 Administrative Committee means the individual or entity appointed from time to time by the Company to address certain administrative matters under the Plan.

1.4 Annual Enrollment means the process adopted by the Plan Administrator for an Eligible Employee to enroll in the Plan with respect to a Plan Year, provided that each Annual Enrollment period as determined by the Plan Administrator shall end no later than the end of the Plan Year immediately preceding the Plan Year to which an Enrollment Authorization relates.

1.5 Basic Plan means the Marsh & McLennan Companies 401(k) Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Plan).

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1.6 Beneficiary means the person or persons designated pursuant to Article 6 to receive a benefit in the event of a Participant’s death before his or her Benefit has been paid in full.

1.7 Benefit means the benefit amount described in Section 5.1.

1.8 Change in Control has the meaning set forth in Section 5.5.

1.9 Committee means either the Administrative Committee or the Investment Committee. Any reference to “Committee” shall be considered a reference to either one or both of the Administrative Committee and Investment Committee as the context may require.

1.10 Compensation means a Participant’s base salary from a Participating Company before any deductions for taxes and shall include any reductions in Compensation under the Plan, Pre-Tax Contributions, Roth Contributions, and any salary reduction amounts under any plan described in Section 125 of the Code or any “qualified transportation fringe benefit plan” described in Section 132(f) of the Code.

1.11 Compensation Limit means, with respect to any Plan Year, the limit established for such Plan Year pursuant to Section 401(a)(17) of the Code.

1.12 Deferral Limit means, with respect to any Plan Year, the limit on elective deferrals for such calendar year provided by the Internal Revenue Service pursuant to Section 402(g) of the Code, including the Catch-Up Contribution limitation amount set forth in Section 414(v) of the Code with respect to an eligible individual; provided, however, that the Catch-Up Contribution limitation amount shall be added to a Participant’s Deferral Limit for a Plan Year only if he or she made Catch-Up Contributions under the Basic Plan for such Plan Year.

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1.13 Disabled or Disability means that, under procedures set forth in the Company’s long term disability benefit program, a determination has been made that a Participant is unable to engage in any 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 twelve (12) months.

1.14 Distribution Election means a written election of a Participant, provided on a form and in a manner specified by the Plan Administrator (which may include electronic means) from time to time, directing the time and form of payment of his or her Post-2004 Benefit or, in the absence of such an affirmative election, the Plan’s default election under Section 5.3(d) which default election shall be deemed to be the Participant’s Distribution Election. A Participant’s distribution election with respect to the time and form of payment of his or her Pre-2005 Benefit shall be made in accordance with Section 5.2.

1.15 Enrollment Authorization means a written agreement of an Eligible Employee who has been selected to participate in the Plan, provided on a form and in a manner specified by the Plan Administrator (which may include electronic means) from time to time, that authorizes the reduction of such Eligible Employee’s Compensation that would otherwise be payable to him or her by the Participating Company employing such individual for services performed after such agreement goes into effect in accordance with Section 3.1 and, in the case of an Eligible Employee’s initial enrollment under Section 2.2, his or her initial Distribution Election.

1.16 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

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1.17 Fair Market Value of a share of MMC Stock on any date means the closing price per share reported on the New York Stock Exchange for such date or, if no trading occurs on such date, for the last preceding day on which trading occurred.

1.18 Fund means any of the notional investment alternatives, other than Notional Shares, made available from time to time as a notional investment vehicle for Participants’ Accounts under the Plan, including those, if any, based on the Investment Funds (other than the Stock Fund) made available from time to time under the Basic Plan.

1.19 Investment Committee means the individual or entity appointed from time to time by the Company to address investment-related matters under the Plan.

1.20 Investment Direction means the instructions a Participant provides to the Plan Administrator, on a form and in a manner specified by the Plan Administrator (which may include electronic means) from time to time, with respect to the (i) notional investment of future compensation reduction credits under Section 4.2 to his or her Account, (ii) notional investment of future matching credits under Section 4.3(a) to his or her Account, or (iii) reallocation of the notional balance, or a portion thereof, credited to his or her Account. In the absence of affirmative instructions provided by a Participant with respect to clauses (i) or (ii) of this Section 1.20, the Plan’s default investment direction provided under Section 4.10 shall be deemed the Participant’s Investment Direction.

1.21 Notional Investment means a bookkeeping entry made to a Participant’s Account pursuant to Article 4 that records a Participant’s notional investment in shares or units, as the case may be, of a Fund.

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1.22 Notional Investment Value means, as of the close of any business day, the notional value based on the net asset value of an investment vehicle upon which a Fund is based.

1.23 Notional Share means a bookkeeping entry made to a Participant’s Account pursuant to Article 4 in respect to his or her notional investment in a share or fractional share of MMC Stock.

1.24 Participant means an individual who has an Account that has not been terminated pursuant to Section 4.1.

1.25 Participating Company means the Company and any subsidiary or affiliate thereof (other than CS STARS, LLC) whose Eligible Employees are eligible to participate in the Basic Plan.

1.26 Payment Date means the date determined pursuant to Section 5.3(b) for the commencement of the payment of a Participant’s Post-2004 Benefit. The date of payment of a Participant’s Pre-2005 Benefit shall be determined pursuant to Section 5.2.

1.27 Plan means this Marsh & McLennan Companies Supplemental Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Supplemental Plan) as in effect from time to time.

1.28 Plan Administrator means the individual or entity appointed from time to time by the Company to administer the Plan.

1.29 Post-2004 Benefit means the Benefit reduced by the Pre-2005 Benefit.

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1.30 Pre-2005 Benefit means the portion of the Benefit attributable to amounts credited, adjusted for notional earnings and losses, to a Participant’s Pre-2005 Sub-Account.

1.31 Pre-2005 Sub-Account means a sub-account established as part of an Account of a Participant by the Company pursuant to Section 4.1(b).

1.32 Retirement means (i) with respect to a Participant’s Post-2004 Benefit, a Participant’s Termination of Employment that occurs (A) on or after a Participant’s fifty-fifth (55 ^th ) birthday provided he or she has been credited with at least five (5) Years of Service or (B) on or after his or her sixty-fifth (65 ^th ) birthday, and (ii) with respect a Participant’s Pre-2005 Benefit, a Participant’s separation from service, as determined by the Plan Administrator under the rules and administrative practices of the Plan that were in effect prior to January 1, 2005 and in accordance with the employment practices of the Company at such time, that occurs (A) on or after a Participant’s fifty-fifth (55 ^th ) birthday provided he or she has been credited with at least five (5) Years of Service or (B) on or after his or her sixty-fifth (65 ^th ) birthday.

1.33 Specified Employee means a Participant who is an Eligible Employee and has met the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with Treasury regulations and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the last day of March immediately preceding his or her Termination of Employment.

1.34 Termination of Employment or Terminates Employment means termination of all “active employment” with the Company, and all related entities aggregated with Company under Section 414(b), (c), (m) or (o) of the Code. For

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purposes of this Section, a Participant’s “active employment” is considered to have terminated when the number of hours of service performed by the Participant for a Participating Company or Non-Covered Company in a week are twenty percent (20%) or less of the average weekly hours worked by the Participant during the previous thirty-six (36) month period. Notwithstanding the foregoing to the contrary, a Participant, who is not performing services for a Participating Company or Non-Covered Company because he or she is on a bona fide leave of absence, Terminates Employment under the Plan only after such leave of absence exceeds six (6) months or such longer period of time as provided under an applicable statute or by contract. This Section 1.34 shall be administered in accordance with Treas. Reg. §1.409A-1(h)(1).

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ARTICLE 2

ELIGIBILITY AND ENROLLMENT

2.1 Eligibility . An Eligible Employee who actively participates in the Basic Plan, other than an employee of CS STARS, LLC, including a former Eligible Employee who is rehired by a Participating Company or an Eligible Employee who has been transferred from a Non-Covered Company to a Participating Company, whose Contribution Authorization under the Basic Plan is not suspended pursuant to Section 3.5 of the Basic Plan and whose opportunity to cause contributions to be made pursuant to Section 3.1 of the Basic Plan could reasonably be expected to be limited in any Plan Year by the operation of the Compensation Limit, may be selected by the Plan Administrator to enroll in the Plan in order to (i) reduce and defer a portion of his or her Compensation during such Plan Year pursuant to Section 3.1 of this Plan and have such deferred amount credited to his or her Account pursuant to Section 4.1, and (ii) have matching amounts credited to his or her Account pursuant to Section 4.3 of this Plan.

2.2 Initial Enrollment .

(a) New Hire . An individual who is newly hired by a Participating Company and who satisfies the eligibility requirements of Section 2.1 may complete and submit to the Plan Administrator his or her initial Enrollment Authorization and Distribution Election (i) by the thirtieth (30 ^th ) day immediately following such date of hire or, if later (ii) during an Annual Enrollment period. An Enrollment Authorization completed and submitted in accordance with clause (i) of this paragraph (a) shall be irrevocable for the remainder of the Plan Year to which it relates from the time of its acceptance by the Plan Administrator.

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(b) Rehires and Transferees . Effective January 1, 2008, a former Participant who has Terminated Employment and is rehired by the Company or Participating Company or an individual transferred to the Company or Participating Company by a company that is not a Participating Company who satisfies the eligibility requirements of Section 2.1 may re-enroll or enroll in the Plan no earlier than in the Annual Enrollment period that immediately follows the date such former Participant or individual satisfies the eligibility requirements of Section 2.1.

(c) No Distribution Election . If an Eligible Employee selected under Section 2.1 to participate in the Plan completes and submits to the Plan Administrator an Enrollment Authorization, but fails to timely complete and submit his or her Distribution Election to the Plan Administrator in accordance with paragraphs (a) or (b) of this Section 2.2, such Eligible Employee shall be deemed to have made the default election described in Section 5.3(d) but shall be eligible to make a subsequent Distribution Election in accordance with the provisions of Section 5.3(e).

2.3 Annual Enrollment . Except as provided in Section 2.2, each Eligible Employee who is eligible to participate in the Plan for a Plan Year shall complete and submit to the Plan Administrator a Contribution Authorization under the Basic Plan and an Enrollment Authorization related to such Plan Year during the Annual Enrollment period. An Eligible Employee who fails to timely submit a completed Contribution Authorization or Enrollment Authorization shall not participate in the Plan for such Plan Year. An Enrollment Authorization under this Section 2.3 shall become effective on the first day of the Plan Year to which it relates and irrevocable no later than the last day of such Annual Enrollment period.

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ARTICLE 3

ELIGIBLE EMPLOYEE DEFERRALS

3.1 Deferral Election . Subject to Section 3.2, an Eligible Employee who is eligible pursuant to Section 2.1 to participate in the Plan for a Plan Year may direct the Participating Company that employs him or her to reduce his or her Compensation for the calendar year that includes such Plan Year from 1% to 30% of the Eligible Employee’s Compensation and to pay such amount (as adjusted pursuant to this Plan) to such Eligible Employee or his or her Beneficiary in the future as deferred compensation under this Plan. Any designation by an Eligible Employee pursuant to this Section 3.1 shall be contained in his or her annual Enrollment Authorization.

3.2 Timing of Compensation Reduction . Reductions in Compensation effected by payroll deduction shall commence in, or immediately following, the payroll period in which the Eligible Employee’s Compensation first exceeds the Compensation Limit or his or her Pre-Tax Contributions and/or Roth Contributions exceed the Deferral Limit.

3.3 Suspension of Enrollment Authorization . Notwithstanding any other provision contained herein, a Participant’s Enrollment Authorization for a Plan Year shall be suspended during such Plan Year for the period during which such Participant is (i) on an unpaid leave of absence from the Participating Company (but only during the period of time that precedes a Participant’s Termination of Employment if one is deemed to occur), or (ii) eligible for, and in receipt of, benefit payments under the Participating Company’s long-term disability plan. Such suspension shall cease to apply and the Participant’s Enrollment Authorization shall be reinstated if and when such Participant returns to active employment with a Participating Company during such Plan Year.

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3.4 Contingent Enrollment Authorization . If a Participant’s period of (i) unpaid leave of absence from a Participating Company, or (ii) eligibility for, and receipt of, benefit payments under such Participating Company’s long-term disability plan occurs during a Plan Year, and is expected to continue beyond the end of that Plan Year, such Participant may make deferrals to the Plan in a future Plan Year to the extent the Participant completes an Enrollment Authorization under Section 2.3 for such future Plan Year; provided, however, that the Participant’s Enrollment Authorization shall become effective and irrevocable in the first payroll period following such Participant’s return to active employment with a Participating Company during such future Plan Year.

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ARTICLE 4

ACCOUNTS

4.1 Accounts .

(a) Establishment of Accounts . The Company shall establish an Account for each Participant which shall be credited with Notional Shares and/or Notional Investments in accordance with his or her Investment Direction based upon such Participant’s Compensation reductions made pursuant to his or her timely completed Enrollment Authorization and matching amounts attributable thereto. Each Account shall also be credited with reinvested notional dividends and notional investment gains, if any. A Participant’s Account shall be debited for Benefits paid to or in respect of such Participant, including tax withholding pursuant to Section 5.7, and notional investment losses, if any. An Account shall be terminated when there are no longer any Notional Shares or Notional Investments credited to it.

(b) Pre-2005 Sub-Accounts . The Company shall establish a Pre-2005 Sub-Account for each Participant who participated in the Plan before January 1, 2005 and shall credit each Pre-2005 Sub-Account with the December 31, 2004 balance of each such Participant’s Account, respectively. The Pre-2005 Sub-Account shall be credited/debited with post-2004 notional earnings/losses, and debited with Pre-2005 Benefits paid to or in respect of such Participant, including tax withholding pursuant to Section 5.7. Effective for Plan Years beginning on or after January 1, 2005, the Pre-2005 Sub-Account shall not be credited with any amount described Section 4.2, Section 4.3 or Section 4.4.

4.2 Credits for Compensation Reductions . The reduction in a Participant’s Compensation for any payroll period made pursuant to his or her

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Enrollment Authorization shall be credited to the Participant’s Account in accordance with procedures and at such times established from time to time by the Plan Administrator and notionally invested in Notional Investments (including Notional Shares) in accordance with the Participant’s Investment Direction.

4.3 Credits for Company Match .

(a) Matching Credits . Provided that a Participant has completed at least one (1) Year of Service and reductions of his or her Compensation have been credited in accordance with Section 4.2 to his or her Account, then such Participant shall be credited with additional amounts based on the formula applicable to Participating Company Matching Contributions under Section 3.7.1 of the Basic Plan (“Matching Credits”) and notionally invested in Funds and/or Notional Shares in accordance with the Participant’s Investment Direction; provided, however, that no portion of a Participant’s Compensation (and any reductions related thereto) shall be taken into account during any payroll period for both Participating Company Matching Contributions under the Basic Plan and Matching Credits under this Plan.

(b) Performance-Based Credits . Effective for the Plan Years that commence January 1, 2006, January 1, 2007 and January 1, 2008, at the time and at the same rate that the Company allocates Participating Company Matching Contributions with respect to a Plan Year in accordance with Section 3.7.2 of the Basic Plan (“Performance-Based Credits”), the Company shall credit Performance-Based Credits to the Account of a Participant in the same manner as Matching Credits are credited to his or her Account provided that the Participant is actively employed by a Participating Company on the last business day of the Plan Year, or incurred a disability (as defined in

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Section 1.22 of the Basic Plan) during the Plan Year, or terminated employment (as determined in accordance with Section 1.70 of the Basic Plan) during the Plan Year by reason of Retirement or death.

(c) The sum for any Plan Year of the Matching Credits and Performance-Based Credits to a Participant’s Account pursuant to paragraphs (a) and (b) of this Section 4.3 of this Plan and the Participating Company Matching Contributions allocated to him or her pursuant to Section 3.7 of the Basic Plan shall not exceed in the aggregate the maximum rate specified from time to time under Section 3.7 of the Basic Plan. The amount credited pursuant to Section 4.3 of this Plan shall be adjusted to the extent necessary to comply with the limitation set forth in the preceding sentence.

4.4 Post-Termination Credits . If an Account is credited under Section 4.2 or Section 4.3 after the Participant incurred a Termination of Employment, such credit or credits shall be notionally invested in accordance with the Investment Direction last in effect immediately prior to the Participant’s Termination of Employment.

4.5 Nonforfeitable Account . A Participant’s right to the balance credited to his or her Account shall be fully vested and nonforfeitable at all times.

4.6 Credits for Dividend Reinvestment, Other Distributions and Adjustments .

(a) Whenever a cash dividend is declared on MMC Stock, each Account shall receive a notional credit in the same dollar amount as the cash dividend for each Notional Share credited to each such Account on the record date for dividend payment. The notional dollar amount in each Account shall be converted into additional Notional Shares based on the Fair Market Value of MMC Stock on the dividend payment

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date. In the event of a stock dividend or distribution, stock split, recapitalization or the like, each Account shall be credited on the record date of such event with a number of Notional Shares equal to the number of shares of MMC Stock payable in respect of a share of MMC Stock for each Notional Share credited to each such Account on such record date.

(b) Whenever a cash dividend, income distribution or other amount is paid in respect of a Fund or any other adjustment is made to the number of shares or units representing an interest in a Fund, then each Account that is credited with a Notional Investment in such Fund shall be credited, or adjusted in accordance with procedures established by the Plan Administrator from time to time to reflect such cash dividend, income distribution or other amount or adjustment.

4.7 Accounts Confer No Interest in Assets .

(a) Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the Funds and Notional Shares are to be used only for the purposes of determining the amount of notional earnings to be credited and/or notional losses to be debited to a Participant’s Account, and a Participant’s designation of any such Fund or Notional Share, the crediting of Notional Investments and Notional Shares to an Account, the calculation of notional earnings and/or losses and the crediting or debiting of such notional earnings or notional losses to an Account shall not be considered or construed in any manner as an actual investment of an Account in any actual investment fund (including the Investment Funds under the Basic Plan) or in MMC Stock. In the event the Company or any Participating Company, in its sole discretion, decides to invest any amount in any or all of the actual investment funds (including the Investment Funds

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under the Basic Plan), no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, an Account shall at all times be a bookkeeping entry only and shall not represent an investment made on behalf of any Participant by the Company or any Participating Company.

(b) Each Participant shall bear the full responsibility for all results associated with his or her designation of any Fund and/or Notional Shares under this Article 4 for notional investment, and neither the Company, Participating Company, Plan Administrator nor the Investment Committee shall have any responsibility or liability with respect to any Participant’s designation of any Fund and/or Notional Shares.

4.8 Valuation of Accounts and Account Statements . The Plan Administrator may determine the notional value of all Accounts at such times as designated under procedures established by the Plan Administrator from time to time. The Plan Administrator shall furnish or make available, at any time designated under procedures established by the Plan Administrator from time to time, electronic or written statements to each Participant setting forth the number of Notional Shares and their value credited to his or her Account, the Notional Investments and their respective Notional Investment Values credited to his or her Account, and, if applicable, his or her Pre-2005 Sub-Account, as of the date designated in the statement.

4.9 Changing Notional Investments .

(a) Account Balances . A Participant may change the allocation of Notional Investments credited to his or her Account among the Funds (including, for this purpose, Notional Shares) or transfer Notional Investments from a

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specific Fund into one or more replacement Funds in accordance with procedures and in increments established by the Plan Administrator from time to time. A Participant may not reallocate or transfer Notional Shares credited to his or her Account and/or Pre-2005 Sub-Account to any Fund.

(b) Compensation Reduction . A Participant may change the notional allocation of future reductions in his or her Compensation to be credited to his or her Account pursuant to Section 4.2 among the Funds and Notional Shares in accordance with procedures established by the Plan Administrator from time to time.

(c) Matching Credits . A Participant may change the notional allocation of Matching Credits made pursuant to Section 4.3(a) among the Funds and Notional Shares in accordance with procedures established by the Plan Administrator from time to time.

4.10 Default Investment Direction . If an Eligible Employee, selected in accordance with Section 2.1 to participate in the Plan, timely completes and submits to the Plan Administrator his or her Enrollment Authorization but fails to timely complete and submit an Investment Direction to the Plan Administrator at the time of his or her initial enrollment in the Plan under Section 2.2, the Account of such Participant shall be deemed notionally invested in the default Investment Fund designated for the Plan by the Investment Committee until he or she submits a completed Investment Direction.

4.11 Delayed Crediting of Notional Shares or Notional Investments . If the Plan Administrator determines that the crediting of Notional Shares or Notional Investments to any Account at the time specified in this Article 4 would or could be a violation of applicable law, then such crediting shall be delayed until the Plan

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Administrator, in its sole discretion, determines it to be permitted. In the event of any such delay, the number of Notional Shares and Notional Investments that are eventually credited to the Account shall be determined based on the Fair Market Value of a share of MMC Stock and the Notional Investment Values determined on the date such Notional Shares and/or Notional Investments are credited to such Account.

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ARTICLE 5

BENEFITS

5.1 Benefits . For purposes of determining the amount to which a Participant is entitled under the Plan, a Participant’s Benefit payable at any time shall be equal to (i) the number of Notional Shares (including fractional Notional Shares) that have been credited to his or her Account at such time and (ii) the Notional Investment Value of the Notional Investments that have been credited to his or her Account at such time. Except as provided in Section 5.5 hereof or by procedures established from time to time by the Plan Administrator, the portion of the Benefit in respect of Notional Shares shall be paid only in shares of MMC Stock and the portion of the Benefit in respect of Notional Investments shall be paid only in cash. If a Participant has elected payment of his or her Benefit, or a portion of such Benefit, in installments pursuant to Section 5.2(b) and/or Section 5.3(c) or (d), the number of Notional Shares and value of Notional Investments credited to his or her Account shall be ratably reduced in accordance with the procedures established by the Plan Administrator from time to time.

5.2 Time and Method of Payment Elections of Pre-2005 Benefits .

(a) In General . Subject to the provisions of paragraph (b) of this Section 5.2, a Participant may, under uniformly applicable rules, elect the time and/or form of payment of his or her Pre-2005 Benefit. Any such election shall remain in effect until such time as a new election shall become effective hereunder.

(b) Time and Payment Election . Under procedures established by the Plan Administrator from time to time, a Participant may elect that, in the event of his or her Retirement or death, his or her Pre-2005 Benefit be paid to him or her (or his or her Beneficiary) in (i) a single lump sum distribution, or (ii) annual installments over a

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period of two (2) to fifteen (15) years as he or she may designate. The Participant may also elect that his or her Pre-2005 Benefit be paid, or begin to be paid if annual installments are elected, to him or her (or his or her Beneficiary) (x) as of the last business day of the calendar month (or, if it is not administratively practicable to make the payment in such month, the succeeding calendar month) following the date of such Retirement or death, (y) during the first calendar quarter of the Plan Year that immediately follows the Plan Year of such Retirement or death, or (z) during the first calendar quarter of the fifth (5 ^th ) Plan Year that follows the Plan Year of such Retirement or death. Any election under this paragraph (b) shall take effect twelve (12) months after the election is made and shall replace any distribution election made previously by the Participant with respect to his or her Pre-2005 Benefit. If a Participant separates from service before the twelve (12) month period above has elapsed, his or her previous distribution election which has been in effect for at least twelve (12) months shall control or, if none, distributions shall be made in accordance with Section 5.2(d). In the event a Participant elects that his or her Pre-2005 Benefit be distributed to him or her in the form of annual installments, the Participant shall also direct at the same time that in the event of his or her death whether the balance of his or her Pre-2005 Benefit shall be paid to his or her Beneficiary in the form of a single lump sum distribution or shall be paid in annual installments for the remainder of the installment period designated by the Participant. Notwithstanding the foregoing provisions of this paragraph (b), in the event a Participant separates from service for any reason other than Retirement or death, his or her Pre-2005 Benefit shall be paid in a single lump sum as soon as administratively practicable following such Participant’s separation from service.

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(c) Death Benefit . In the event that a Participant dies before payment of his or her Pre-2005 Benefit commenced or was completed, the balance of his or her Pre-2005 Benefit shall be paid to his or her Beneficiary as soon as administratively practicable following the Participant’s death in accordance with his or her last effective distribution election made in accordance with Section 5.2(b). If no election is in effect, the unpaid balance of such Pre-2005 Benefit shall be paid in a single lump sum distribution as soon as administratively practicable after the Participant’s death.

(d) Default Method of Distribution . In the event that a Participant has not made a timely election in accordance with Section 5.2(b), upon the Participant’s Retirement or death, the Participant’s Pre-2005 Benefit shall be paid to him or her (or his or her Beneficiary) in a single lump sum as soon as administratively practicable following such separation from service.

(e) Separation from Service . For purposes of this Section 5.2, a Participant’s separation from service for any reason other than Retirement or death shall be determined by the Plan Administrator under the rules and administrative practices of the Plan that were in effect prior to January 1, 2005 and in accordance with the employment practices of the Company at such time, as distinct from the rules that apply to a Participant’s Termination of Employment for purposes of Section 5.3 of the Plan.

5.3 Time and Method of Payment Elections of Post-2004 Benefits .

(a) In General . A Participant may elect the form of payment of his or her Post-2004 Benefit by timely completing and submitting a Distribution Election to the Plan Administrator in accordance with procedures established the Plan Administrator from time to time. Any such Distribution Election shall remain in effect until such time as a subsequent Distribution Election made in accordance with Section 5.3(d) shall become effective.

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(b) Payment Date . For purposes of this Section 5.3, the Payment Date of a Participant’s Post-2004 Benefit shall be the date of the first to occur of: (i) the Participant’s Retirement; (ii) the Participant’s Disability; (iii) the Participant’s death; (iv) a Change in Control; or (v) the Participant’s Termination of Employment for any reason other than Retirement, Disability or death.

(c) Initial Distribution Elections . In accordance with Section 2.2 and subject to Section 5.3(e), a Participant may direct in the Distribution Election that, in the event of his or her Retirement, Disability or death, his or her Post-2004 Benefit be paid to him or her (or his or her Beneficiary) in (i) a single lump sum distribution, or (ii) annual installments over a period of two (2) to fifteen (15) years as he or she may designate. A Participant may also direct in the Distribution Election that his or her Post-2004 Benefit be paid or commence: (x) as soon as administratively practicable following his or her Payment Date but no later than ninety (90) days after such Payment Date; (y) during the first calendar quarter of the Plan Year that immediately follows the Plan Year of his or her Payment Date for Retirement, Disability or death; or (z) during the first calendar quarter of the fifth (5 ^th ) Plan Year that follows the Plan Year during which his or her Payment Date for Retirement, Disability or death occurs. In the event a Participant elects that his or her Post-2004 Benefit be distributed to him or her in the form of annual installments, the Participant shall also direct, in the event of his or her death, whether the balance of his or her Post-2004 Benefit shall be paid to his or her Beneficiary in the form of a single lump sum distribution or shall be paid in annual installments for the remainder of the installment period designated by the Participant.

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(d) Default Distribution Election on Account of Termination of Employment . Subject to Section 5.3(e), if a Participant fails to timely submit a completed initial Distribution Election in accordance with Section 2.2 and Section 5.3(c), his or her Post-2004 Benefit shall be paid in a single lump sum as soon as administratively practicable following his or her Payment Date for Termination from Employment for any reason other than Disability or death but no later than ninety (90) days after such Payment Date.

(e) Subsequent Distribution Elections . Notwithstanding a Participant’s initial Distribution Election under Section 5.3(c) or his or her default election under Section 5.3(d), a Participant may complete and submit to the Plan Administrator, in accordance with procedures established by the Plan Administrator from time to time, a subsequent Distribution Election in which he or she designates the time or form of the payment of his or her Post-2004 Benefit. Notwithstanding the foregoing, if a Participant designates annual installments as the form of payment in his or her initial Distribution Election, he or she may not reduce the number of annual installments previously elected; provided, however, a Participant may still designate, in accordance with the rules of this paragraph (e), the single lump sum distribution as the form of payment. Except in the cases of Disability or death, if a Participant submits a subsequent Distribution Election under this paragraph (e), such election must provide that payment shall be made or commence no sooner than five (5) calendar years from the time such payment otherwise would have been made or would have commenced. For purposes of

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this paragraph (e), a subsequent Distribution Election shall be effective only if the Distribution Election is made at least twelve (12) months prior to the time of payment specified in the immediately preceding Distribution Election. The annual installment form of payment under Section 5.3 shall be treated as a single payment for purposes of this paragraph (e).

(f) Default Distribution Election on Account of Disability . In the event a Participant fails to timely submit a completed initial Distribution Election in accordance with Section 2.2 and Section 5.3(c) and becomes Disabled, his or her Post-2004 Benefit shall be paid in a single lump sum in the calendar month, or immediately succeeding calendar month, that a determination has been made that the Participant is Disabled.

(g) Death Benefit . In the event that a Participant dies before payment of his or her Post-2004 Benefit was made in a single lump sum distribution or commenced to be paid in annual installments, his or her Post-2004 Benefit shall be paid to his or her Beneficiary at the time and in the form designated in the Participant’s Distribution Election in effect at the time of death. If no Distribution Election is in effect at the time of the Participant’s death, the Post-2004 Benefit shall be paid to his or her Beneficiary in a single lump sum distribution as soon as administratively practicable following the Participant’s date of death but no later than ninety (90) days after such Payment Date. If a Participant dies after annual installments have commenced, payment of the balance of his or her Post-2004 Benefit shall be made to his or her Beneficiary in accordance with his or her Distribution Election; provided, however, if the Distribution Election provided for the continuation of installment payments, then the remaining

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annual installments shall be paid to the Participant’s Beneficiary on the annual installment payment date that is established by the Plan Administrator from time to time that applies to all annual installment payments made under the Plan next following the Participant’s date of death.

(h) Termination of Employment for any Other Reason . Notwithstanding a Participant’s Distribution Election made under Section 5.3(c) or (e), in the event that a Participant Terminates Employment for any reason other than Retirement, Disability or death, his or her Post-2004 Benefit shall be paid in a single lump sum distribution as of soon as administratively practicable following the date of the Participant’s Termination from Employment for any reason other than Retirement, Disability or death, but no later than the 90-day period following such Termination from Employment.

(i) Delay in Payment . Notwithstanding the 90-day period specified in Section 5.3(c), (d), (f), (g) and (h), in the event the Plan Administrator is unable to make the payment or to commence payments by the end of the 90-day period, the payment or commencement of payments shall not be made later than the latest of (A) the last day of the calendar year in which the Payment Date occurs or (B) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the Payment Date. Neither the Participant nor Beneficiary are permitted to designate, directly or indirectly, the taxable year of payment.

(j) Specified Employee Rule . Notwithstanding a Specified Employee’s election under Section 5.3(c) or (e) that is effect on his or her Payment Date, the application of the default election rules under Section 5.3(d) or the distribution rules

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of Section 5.3(h), the payment or commencement of payment of a Specified Employee’s Post-2004 Benefit following his or her Termination from Employment shall not be made or commence before the earlier of (i) the date that is six (6) months following his or her Termination of Employment other than for Disability, or (ii) the date of his or her death.

5.4 Source of Payment . The Benefit of each Participant shall be the obligation of the Participating Company or Companies that employed such Participant at the time reductions in the Participant’s Compensation were made pursuant to Section 3.1, and shall be the general liability of such Participating Company or Companies. The claim of a Participant or Beneficiary to a Benefit shall at all times be merely the claim of an unsecured creditor of the Participating Company or Companies responsible therefor. No trust, security, escrow, or similar account need be established for the purpose of paying Benefits. However, the Company may in its discretion establish a custodial account or “rabbi trust” (or other arrangement having equivalent taxation characteristics under the Code and applicable regulations or rulings) to hold assets of the Participating Companies, subject to the claims of such Participating Companies’ creditors in the event of insolvency, for the purpose of paying Benefits. If the Company establishes such an account or trust, amounts paid therefrom shall discharge the obligations hereunder to the extent of the payments so made.

5.5 Change in Control .

(a) For purposes of Section 5.3 and this Section 5.5, a “Change in Control” shall have occurred if:

(i) any “person”, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act (the “Exchange Act”) (other than the

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Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of MMC Stock), or more than one person acting as a group is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any 12-month period, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

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immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as herein above defined) or more than one person acting as a group acquired fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

(iv) during any 12-month period, any person or more than one person acting as a group acquires all or substantially all of the Company’s assets (or any transaction having a similar effect); provided that such assets have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company and its subsidiaries.

(b) Notwithstanding any contrary provision of the Plan, upon the occurrence of a Change in Control, the Company shall pay to each Participant (including a Participant who is a Specified Employee), his or her Benefit (i) in a single distribution of shares of MMC Stock in respect of the number of Notional Shares credited to his or her Account and a single lump sum distribution of cash equal to the Notional Investment Value of his or her Notional Investments credited to his or her Account or (ii) to the extent all of the shares of MMC Stock have been changed, exchanged or converted into cash, property or other securities of the Company in connection with such Change in Control, in such cash, property or other securities to which such Participant would have been entitled if his or her Benefit had been paid to him or her in the manner as set forth in clause (i) hereof immediately prior to the Change in Control. The Company shall make

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payments on or after the date of the Change in Control, but in no event shall payment be made later than the latest of (i) the last day of the calendar year in which such Change in Control occurs or (ii) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the date of the Change in Control, provided that the Participant shall not designate, directly or indirectly, the taxable year of payment.

5.6 Payment on Account of Income Inclusion . Notwithstanding any provision in the Plan to the contrary, in the event it is determined at any time that the Plan fails to comply with the requirements of Section 409A of the Code and/or Treasury regulations, a single lump sum distribution shall be paid to an affected Participant within thirty (30) days of such determination. Such payment may not exceed the amount required to be included in the income of such Participant as a result of the failure to comply.

5.7 Withholding All deferrals and payments under the Plan shall be subject to any applicable withholding requirements imposed by any tax or other law. The Participating Company or Companies responsible for payment of a Benefit shall have the right to (i) require as a condition of deferral and payment that the payee remit to such Participating Company or Companies an amount sufficient in its or their opinion to satisfy all applicable withholding requirements, or (ii) accelerate the time of a payment, or make a payment from the Plan, in order to pay employment taxes under Sections 3101, 3121(a) and 3121(v)(2) of the Code, wage withholding under Section 3401 of the Code and wage withholding under applicable state, local and foreign tax law. If the event giving rise to the withholding obligation is the payment of shares of MMC Stock, then the withholding obligation may be satisfied by having the

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Participating Company or Companies withhold shares of MMC Stock having a Fair Market Value equal to the amount of tax to be withheld. For this purpose, Fair Market Value shall be determined by the Plan Administrator as of the date on which the amount of tax to be withheld is determined.

5.8 Delays in Payment . Notwithstanding any other provision of this Article 5, the Plan Administrator may delay the payment of a Benefit in accordance with Treas. Reg.§1.409A-2(b)(7)(i) if the Plan Administrator reasonably anticipates that making the payment would result in the loss of a Participating Company’s right to a tax deduction for such payment due to the application of to Section 162(m) of the Code. The Plan Administrator may also delay payment of a Benefit in accordance with Treas. Reg.§1.409A-2(b)(7)(ii) if the Plan Administrator reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law.

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ARTICLE 6

BENEFICIARIES

6.1 Beneficiary Designation .

(a) A Participant shall designate a Beneficiary or Beneficiaries of his or her Benefit. The designated Beneficiary or Beneficiaries may or may not be such Participant’s designated beneficiary or beneficiaries under the Basic Plan.

(b) A Participant shall designate his or her primary Beneficiary or Beneficiaries and contingent Beneficiary or Beneficiaries by completing and submitting to the Plan Administrator a written designation on a form and in a manner specified by the Plan Administrator (which may include electronic means) from time to time.

(c) In the event that there is no properly designated Beneficiary or contingent Beneficiary living at the time of a Participant’s death, the Participant’s unpaid Benefit shall be paid to his or her surviving Spouse, or, if there is no surviving Spouse, to the executors or administrators of his or her estate. The person or persons to whom such amount is paid shall be deemed to be the deceased Participant’s Beneficiary for purposes of Article 5 of this Plan.

6.2 Payment to Incompetent . If any person entitled to benefits under this Plan shall be a minor or shall be physically or mentally incompetent in the judgment of the Plan Administrator, such benefits may be paid to the person to whom the corresponding benefits under the Basic Plan are paid pursuant to Section 11.3 thereof.

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ARTICLE 7

ADMINISTRATION

7.1 Appointment of Plan Administrator . The Plan shall be administered by the Plan Administrator. Without limiting the generality of the foregoing, the Plan Administrator shall have the power and discretion to:

(a) make and enforce rules and regulations and prescribe the use of forms it deems appropriate for the administration of the Plan (including the discretion to prescribe the form or other method of communication, consistent with applicable law, for any particular purpose specified in the Plan, whether or not the Plan specifies that such communication be written);

(b) construe all terms, provisions, conditions and limitations of the Plan and resolve ambiguities, inconsistencies and omissions;

(c) determine all questions arising out of or in connection with the provisions of the Plan or its administration in any and all cases in which it deems such a determination advisable, such determinations to be final and conclusive on all persons;

(d) delegate authority to agents and other persons to act on its behalf in carrying out the provisions and administration of the Plan, and to take or direct any action required or advisable with respect to the administration of the Plan.

7.2 Claims Procedure . If the Plan Administrator, or an individual delegated with the authority to make initial claim determinations, denies any Participant’s or Beneficiary’s claim for benefits under the Plan:

(a) the Plan Administrator or individual delegated with the authority to make initial claim determinations shall notify such Participant or Beneficiary of such denial by written notice which shall set forth the specific reasons for such denial; and

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(b) the Participant or Beneficiary shall be afforded a reasonable opportunity for a full and fair review by the Plan Administrator of the decision to deny his or her claim for Plan benefits, generally in the same manner for claims made under the Basic Plan.

7.3 Service of Process . The Company or such other person as may from time to time be designated by the Company shall be the agent for service of process under the Plan.

7.4 No Bond Required . No bond or other security shall be required of the Plan Administrator or any individual to whom the Plan Administrator delegates authority except as may be required by law.

7.5 Limitation of Liability; Indemnity . Except to the extent otherwise provided by law, if any duty or responsibility of the Plan Administrator or the Committee has been allocated or delegated to any other individual in accordance with any provision of this Plan, then neither the Plan Administrator nor Committee (as the case may be) shall be liable for any act or omission of such individual in carrying out such duty or responsibility. The Company shall indemnify and save the Plan Administrator and each person who is a member of the Committee, and each employee or director of a Participating Company harmless against any and all loss, liability, claim, damage, cost and expense which may arise by reason of, or be based upon, any matter connected with or related to the Plan or the administration of the Plan (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or

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defending against any litigation, commenced or threatened, or in settlement of any such claim) to the fullest extent permitted under applicable law, except when the same is judicially determined to be due to the gross negligence or willful misconduct of the Plan Administrator or such Committee member, employee or director.

7.6 Payment of Expenses . The Plan Administrator and its members shall serve without special compensation. Expenses of plan administration shall be paid by the Company.

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ARTICLE 8

AMENDMENT AND TERMINATION

8.1 Right Reserved . (a) Subject to Section 8.2, the Board of Directors may at any time amend or terminate the Plan, retroactively or otherwise, provided that such amendment shall not cause the Plan to violate Section 409A of the Code or Treasury regulations thereunder. However, no such amendment or termination shall reduce any Participant’s Benefit determined as though the date of such amendment or termination were the date of his Termination of Employment. The Chief Executive Officer or any officer designated by him also may amend the Plan to the extent permitted under the Employee Benefit Plan Guidelines adopted by the Board of Directors as of September 18, 2003, as from time to time amended.

(b) In its discretion, the Company may upon termination of the Plan or at any time thereafter pay to every Participant (or Beneficiary) in a single distribution a number of shares of MMC Stock equal to the number of Notional Shares credited to his or her Account and a lump sum payment equal to the Notional Investment Value of his or her Notional Investments, whereupon all Accounts shall be terminated; provided, however, no payment shall be made under this paragraph (b) if the termination and liquidation of the Plan does not satisfy any of the permissible circumstances set forth in Treas. Reg. §1.409A-3(j)(4)(ix).

(c) If, upon termination of the Plan, the conditions and circumstances for liquidation of the Accounts under Treas. Reg. §1.409A-3(j)(4)(ix) are not satisfied, no more Eligible Employees shall become Participants, and reductions in Compensation under Section 3.1 and the associated credits under Section 4.2 and 4.3

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shall cease. Notwithstanding termination of the Plan, a Participant may continue to provide Investment Directions to the Plan Administrator until his or her Benefit is distributed. For the purposes of this paragraph (c), Benefits shall be distributed in accordance with Article 5.

(d) Notwithstanding a termination of the Plan, additional Notional Shares and Notional Investments shall continue to be credited to each Account as dividend reinvestments pursuant to Section 4.6 until such time as such Account is liquidated.

8.2 Action to Bind Participating Company . Upon the execution of the Plan by the Company, each Participating Company designates the Company as its agent to administer the Plan. Any amendment or termination of the Plan by the Company shall be binding upon each Participating Company.

8.3 Cessation of Credits of Notional Shares . Reductions in Compensation under Section 3.1 and the associated credits under Section 4.2 and 4.3 shall cease to be credited as Notional Shares effective as of May 14, 2013 or, if earlier, at such time as (a) the aggregate number of shares of MMC Stock paid pursuant to Article 5 on or after May 15, 2003, plus (b) the aggregate number of Notional Shares credited to Participants’ Accounts on or after May 15, 2003, equals the share authorization set forth in Section 10.2.

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ARTICLE 9

MISCELLANEOUS

9.1 Doubt as to Right to Payment . If any doubt exists as to the right of any person to any benefits under this Plan or the amount or time of payment of such benefits (including, without limitation, any case of doubt as to identity, or any case in which any notice has been received from any other person claiming any interest in amounts payable hereunder, or any case in which a claim from other persons may exist by reason of community property or similar laws), the Plan Administrator may, in its discretion, direct that payment of such benefits be deferred until such right or amount or time is determined, or until a court of competent jurisdiction orders that such benefits be paid into court in accordance with appropriate rules of law, or the Plan Administrator may direct that payment be made only upon receipt of a bond or similar indemnification (in such amount and in such form as is satisfactory to the Plan Administrator).

9.2 Spendthrift Clause . No benefit, distribution or payment under the Plan may be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process whether pursuant to a “domestic relations order” as defined in Section 414(p) of the Code or otherwise.

9.3 Usage . Whenever applicable, the masculine gender, when used in the Plan, includes the feminine gender, and the singular includes the plural.

9.4 Data . Any Participant or Beneficiary claiming a Benefit under the Plan shall furnish to the Plan Administrator such documents, evidence or information as the Plan Administrator shall consider necessary or desirable for the purpose of

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administering the Plan, or to protect the Plan Administrator. It is a condition of the Plan that each such Participant or Beneficiary shall furnish promptly true and complete data, evidence or information and sign such documents as the Plan Administrator may require before any benefits become payable under the Plan.

9.5 Separability . If any provision of the Plan is determined to be invalid, unenforceable or inconsistent with any applicable law, including Section 409A of the Code, its invalidity, unenforceability or inconsistency with any such applicable law shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included therein. Without limiting the application of the preceding sentence, a provision shall be considered invalid if its operation would cause the Basic Plan to fail to qualify under Section 401(a) of the Code.

9.6 Captions . The captions in this document and in the table of contents prefixed hereto are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan and shall in no way affect the Plan or the construction of any provision thereof.

9.7 Right of Discharge Reserved . The establishment of the Plan shall not be construed to confer upon any employee any legal right to be retained in the employ of a Participating Company or give any employee or any other person any right to benefits, except to the extent expressly provided for hereunder. All employees shall remain subject to discharge to the same extent as if the Plan had never been adopted, and may be treated without regard to the effect such treatment may have upon them under the Plan.

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9.8 Limitations on Liability . Notwithstanding any other provision of the Plan, no Participating Company nor any employee or agent of a Participating Company shall be liable to any Participant, Beneficiary or other person for any claim, loss, liability or expense incurred in connection with the Plan.

9.9 Governing Law and Limitations on Actions . The Plan is intended to constitute an arrangement that is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, all within the meaning of the ERISA. All rights under this Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans. No action (whether at law, in equity or otherwise) shall be brought by or on behalf of any Participant or Beneficiary for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan’s claim review procedure. Any action (whether at law, in equity or otherwise) must be commenced within three (3) years. This three (3) year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure and (b) the date such individual’s cause of action first accrued (as determined under the laws of the State of New York without regard to principles of choice of laws).

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ARTICLE 10

EFFECTIVE DATE; SHARE AUTHORIZATION

10.1 Effective Date . This amended and restated Plan shall be effective on January 1, 2009. Further, for the period from January 1, 2005 through December 31, 2008, it was intended that the Plan be administered and operated in good faith compliance with Section 409A of the Code and in accordance with the transition rules provided in IRS Notice 2005-1, IRS Notice 2006-79 and IRS Notice 2007-86 including, but not limited to, the rules governing Participants’ elections as to the time and method of payment.

10.2 Shares Authorized . Pursuant to the resolution adopted by the Board of Directors on May 15, 2003, 5,000,000 (five million) shares of MMC Stock (as may be adjusted for stock splits, stock dividends, reorganizations and the like) are authorized for issuance pursuant to this Plan on and after May 15, 2003.

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IN WITNESS WHEREOF, MARSH & MCLENNAN COMPANIES, INC. has caused this amended and restated Plan to be executed by its duly authorized officer this 24 ^th day of December, 2008.


MARSH & MCLENNAN COMPANIES, INC.

By:		/s/ Leon J. Lichter
		Leon J. Lichter
		Vice President, Corporate Human Resources
		Marsh & McLennan Companies, Inc.

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Exhibit 10.25

Marsh & McLennan Companies

Benefit Equalization Plan

and

Marsh & McLennan Companies

Supplemental Retirement Plan

As Amended and Restated Effective January 1, 2009

(except as otherwise specified herein)

TABLE OF CONTENTS


		Page
Part I MARSH & MCLENNAN COMPANIES BENEFIT EQUALIZATION PLAN		1

Part II MARSH & MCLENNAN COMPANIES SUPPLEMENTAL RETIREMENT PLAN		27

Part III GENERAL PROVISIONS APPLICABLE TO BOTH PLANS		52

Schedule A SPECIAL DEFINITIONS AND RULES APPLICABLE TO SPDA PURCHASES FOR BENEFITS ACCRUED BEFORE JANUARY 1, 2003		61

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PREFACE

Marsh & McLennan Companies, Inc. (the “Company”) sponsors and maintains the Marsh & McLennan Companies Benefit Equalization Plan (“BEP”) and the Marsh & McLennan Companies Supplemental Retirement Plan (“SRP”) for the benefit of certain employees. BEP and SRP are separate plans with similar administrative and distribution provisions. They are combined and updated in this document (i) for convenience and to avoid unnecessary duplication of provisions and (ii) to reflect changes made by Section 409A of the Internal Revenue Code of 1986, as amended. However, use of a single document does not effect a merger of BEP and SRP nor in any way affects the independent operation of BEP and SRP. Accordingly, a participant may be entitled to receive benefits under one of these plans, but not the other.

The Company shall have no obligation under BEP or SRP to make any payments or cause any payments to be made except as may be explicitly provided under either plan. The Company shall, as its sole obligation in connection with BEP and SRP, make benefit payments when due out of its general corporate assets, except to the extent that single premium deferred annuity contracts have previously been purchased in satisfaction of previous benefit obligations under either BEP or SRP.

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PART I

MARSH & MCLENNAN COMPANIES

BENEFIT EQUALIZATION PLAN

ARTICLE I

Purpose

Section 1.1. The purpose of the Marsh & McLennan Companies Benefit Equalization Plan is to provide those employees of the Company who are participating in the Retirement Plan (as defined below) with benefits substantially equal to the amounts that would be payable under the Retirement Plan but for the limitations imposed by Sections 401(a)(17), 415(b) and, to the extent applicable prior to January 1, 2000, 415(e) of the Internal Revenue Code of 1986, as amended (“Code”). This document subsumes and restates the Marsh & McLennan Companies Benefit Equalization Plan originally adopted effective January 1, 1988 and as subsequently amended.

Section 1.2. It is intended that any portion of this Plan which does not constitute an “excess benefit plan,” as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, shall be an unfunded plan for a select group of management or highly compensated employees to the extent SPDAs (as defined below) have not been purchased on behalf of such employees. It is further intended that this Plan, as amended and restated, shall comply with the requirements of Section 409A of the Code.

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ARTICLE II

Definitions

Unless the context otherwise indicates, all capitalized terms used herein (other than terms otherwise defined herein) that are also used in the Retirement Plan, as defined below, shall have the meanings set forth in the Retirement Plan and, except with respect to lump sum payments, the same actuarial assumptions as used in the Retirement Plan shall be used to determine actuarial equivalence. The following terms when used herein shall have the designated meanings unless a different meaning is clearly required by the context.

Section 2.1. Actual Benefit - the benefit actually payable to or in respect of a Participant annually under the Retirement Plan.

Section 2.2. Actuarial Equivalent - has the same meaning, for all Plan Years prior to the Effective Date, as “Actuarial Equivalent” as defined in Article I of the Retirement Plan then in effect, except that for the purposes of Section 4.3 and Section 4.6 of the Plan (and Section 4.3 and Section 4.6 of the Supplemental Plan) the interest rate assumption shall be the average Moody’s effective annual yield for a long term corporate bonds for the first two (2) months of the calendar quarter preceding the calendar quarter in which payment is made, and the month immediately preceding those two (2) months; provided, however, effective January 1, 2008 and thereafter, the interest rate assumption shall be the one-month average spot segment rate before phase-in, as published by the Internal Revenue Service for the second month preceding the calendar quarter in which payment is made. All other actuarial assumptions used under the Plan shall be the actuarial assumptions provided in Section A.4 of Appendix A to the Retirement Plan that went into effect on January 1, 2008.

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Section 2.3. Annuity Starting Date - means the first day of the first period for which an amount is payable as an annuity or, in the case of a non-annuity form of distribution, the first day on which all events have occurred which entitle the recipient to receive payment.

Section 2.4. Change in Control - has the meaning set forth in Section 3.2(b).

Section 2.5. Code - means the Internal Revenue Code of 1986, as amended from time to time.

Section 2.6. Company - means Marsh & McLennan Companies, Inc., a Delaware corporation, and any subsidiary or affiliate thereof (collectively or individually, as the context may indicate) which shall have adopted the Retirement Plan. As to any Employee, at any time of reference, “Company” means his or her employer.

Section 2.7. Contribution - means each amount made available to a Participant and applied toward the purchase of a SPDA in accordance with Schedule A.

Section 2.8. Disabled or Disability - means that, under procedures set forth in the appropriate Participating Company’s long term disability benefit program, a determination has been made that a Participant is permanently unable to engage in the duties of any gainful employment.

Section 2.9. Early Retirement Date - has the same meaning as “Early Retirement Date” in Article I of the Retirement Plan.

Section 2.10. Effective Date - of this amended and restated Plan is January 1, 2009, except as otherwise provided herein.

Section 2.11. Employee - means an “Eligible Employee” as defined in Article I of the Retirement Plan.

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Section 2.12. Equalization Benefit - means the amount by which a Participant’s Formula Benefit exceeds his or her Actual Benefit, where both the Formula Benefit and the Actual Benefit are expressed as a Single Life Annuity.

Section 2.13. ERISA - means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.14. Formula Benefit - means the benefit that would have been payable annually to or in respect of a Participant under the Retirement Plan without regard to the Tax Limitations.

Section 2.15. MMC - means Marsh & McLennan Companies, Inc. and any successor thereto.

Section 2.16. Normal Retirement Date - has the same meaning as “Normal Retirement Date” in Article I of the Retirement Plan.

Section 2.17. Participant - means an Employee who satisfies the requirements of Section 3.1 or 3.2 of the Plan.

Section 2.18. Plan - means this Marsh & McLennan Companies Benefit Equalization Plan, as set forth in Parts I and III of this document, as amended from time to time, and is a separate unfunded plan with respect to: (i) benefits accrued and vested prior to January 1, 2003 and not annuitized by SPDA purchases; (ii) benefits accrued and vested on or after January 1, 2003 and prior to January 1, 2005; and (iii) benefits accrued or vested on or after January 1, 2005.

Section 2.19. Plan Administrator - means the “Administrative Committee” appointed from time to time by the Company to administer the Retirement Plan.

Section 2.20. Plan Year - means the calendar year.

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Section 2.21. Post-2004 Benefit - means a Participant’s Equalization Benefit reduced by the Participant’s Pre-2005 Benefit, if any, expressed as a Single Life Annuity.

Section 2.22. Pre-2005 Benefit - means, effective January 1, 2005, the present value as of the date of determination of a Participant’s Equalization Benefit had (1) the Participant voluntarily terminated employment without cause on December 31, 2004, (2) received payment of his or her Equalization Benefit on the earliest possible date allowed under the Plan to commence payments after termination of employment, and (3) received benefits in the form under the Plan producing the maximum value; such amount shall be reduced by the value of the SPDAs, if any, purchased pursuant to the terms set forth in Schedule A that settled a portion of the Company’s obligation with respect to such Equalization Benefit. Effective January 1, 2009, “Pre-2005 Benefit” shall mean the annuity amount determined had the Participant voluntarily terminated employment without cause on December 31, 2004 reduced for early retirement by the applicable early retirement reduction factors provided under the Retirement Plan; provided, however, that in no event shall the amount of such reduced Pre-2005 Benefit exceed the amount that would have been computed under Treas. Reg. §1.409A-6(a)(3)(i), as increased to reflect the optional present value adjustment otherwise permitted thereunder; provided, further, such amount shall be reduced by the value of the SPDAs, if any, purchased pursuant to the terms set forth in Schedule A that settled a portion of the Company’s obligation with respect to such Equalization Benefit.

Section 2.23. Qualified Joint and Survivor Annuity - means an actuarially reduced Single Life Annuity payable to the Plan Participant and a Single Life Annuity payable to his or her Qualified Spouse after his or her death following the Annuity Starting Date equal to one-half ( ¹ / 2 ) the amount of the Single Life Annuity that was payable to the Participant.

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Section 2.24. Qualified Spouse - means the individual of the opposite sex to whom a Participant is legally married for at least twelve (12) months on his or her Annuity Starting Date or his or her date of death, whichever occurs first, or who otherwise qualifies as a Qualified Spouse under the Retirement Plan. A domestic partner may not be a Qualified Spouse.

Section 2.25. Retirement Plan - means the tax qualified Marsh & McLennan Companies Retirement Plan, as amended and restated as of January 1, 2006 and as amended from time to time, and, where appropriate, earlier versions of the Retirement Plan.

Section 2.26. Separation from Service or Separates from Service means the termination of all “active employment” with MMC and all related entities aggregated with MMC under Section 414(b), (c), (m) or (o) of the Code. For purposes of this Section, a Participant’s “active employment” is considered to have terminated when the number of hours of service performed by the Participant for any Company in a week are twenty percent (20%) or less of the average weekly hours worked by the Participant during the previous thirty-six (36) month period. Notwithstanding the foregoing to the contrary, a Participant, who is not performing services for a Company because he or she is on a bona fide leave of absence, Separates from Service under the Plan only after such leave of absence exceeds six (6) months or such longer period of time as provided under an applicable statute or by contract For purposes of this Section 2.26, a Disabled Participant shall be deemed to Separate from Service upon the passage of twenty-nine (29) months of continuous leave from the Company on account of his or her Disability, measured from the Disabled Participant’s original date of absence. This Section 2.26 shall be administered in accordance with Treas. Reg. §1.409A-1(h)(1).

Section 2.27. Single Life Annuity - means an annuity commencing on a Normal Retirement Date, or such other date provided herein, payable for the life of the payee.

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Section 2.28. SPDA - means a single premium deferred annuity contract purchased on behalf of a Participant subject to the provisions contained in Schedule A.

Section 2.29. Specified Employee - means a Participant who, as of the date of his or her Separation from Service, is an Employee that met the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with Treasury regulations and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the last day of March immediately preceding his or her Separation from Service.

Section 2.30. Supplemental Plan - means the Marsh & McLennan Companies Supplemental Retirement Plan, as set forth in Parts II and III of this document, and as amended from time to time.

Section 2.31. Tax Limitations - means the limitations on benefits imposed by Sections 415(b) of the Code or the limitations on creditable salary imposed by Section 401(a)(17) of the Code, or both, and, with respect to Plan Years beginning before January 1, 2000, Section 415(e) of the Code.

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ARTICLE III

Participation

Section 3.1. Participation . An Employee shall become a Participant as of the first day on which his or her Formula Benefit under the Retirement Plan is reduced as a result of any of the Tax Limitations; provided, however, that (i) any Employee who has entered into an individual written employment contract with the Company providing for an alternative pension benefit shall not be eligible to become a Participant except subject to such terms and conditions as may be provided by the Company, (ii) an Employee whose reductions under the Retirement Plan are attributable in whole or in part to the limitations imposed by Section 401(a)(17) shall participate in the Plan only if he or she is part of a select group of management or highly compensated employees, as determined by the Plan Administrator in its sole discretion.

Section 3.2. Special Participation .

(a) Notwithstanding the provisions of Section 3.1, in the event of a Change in Control, MMC may select Employees, who are part of a select group of management or highly compensated employees and not otherwise eligible to participate in the Retirement Plan, for immediate participation in the Plan. Such Participant’s Equalization Benefit shall be fully vested and computed as of the date of the Change in Control based on his or her Actual Benefit under the Retirement Plan, or, if none, as if he or she had participated in the Retirement Plan during his or her period of employment with the Company.

(b) “Change in Control” means a change in the management or ownership of MMC if the following shall have occurred:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”) (other than MMC, any trustee or other fiduciary holding securities under an employee benefit plan of a Company or any corporation owned, directly or indirectly, by the stockholders of MMC in substantially the same proportions as their ownership of stock of MMC), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of MMC representing fifty percent (50%) or more of the combined voting power of MMC’s then outstanding voting securities;

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(ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the board of directors of MMC (the “Board”), and any new director (other than a director designated by a person who has entered into an agreement with MMC to effect a transaction described in clause (i), (iii) or (iv) of this Section 3.2(b) whose election by the Board or nomination for election by MMC’s stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

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converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the voting securities of MMC or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of MMC (or similar transaction) in which no “person” (as hereinabove defined) acquired fifty percent (50%) or more of the combined voting power of MMC’s then outstanding securities; or

(iv) the stockholders of MMC approve a plan of complete liquidation of MMC or an agreement for the sale of disposition by MMC of all or substantially all of the MMC’s assets (or any transaction having a similar effect).

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ARTICLE IV

Plan Benefits

Section 4.1. Equalization Benefits .

(a) In the event that a Participant commences to receive Equalization Benefits at a date other than his or her Normal Retirement Date, or in a form other than a Single Life Annuity, such Equalization Benefit shall reflect all service and compensation recognized under the Retirement Plan and shall be actuarially adjusted to reflect the time and form of payment.

(b) A Participant’s Equalization Benefit shall not provide duplicative benefits for the same period of service and, accordingly, shall be adjusted to reflect the value of any SPDA previously purchased to settle obligations with respect to any portion of those benefits.

Section 4.2. Prior SPDA Purchases . Contributions were made by the Company to purchase SPDAs on behalf of certain Participants. Any obligation to purchase a SPDA under this Plan could, in the Company’s sole discretion, have been combined with an obligation arising under the Supplemental Plan at the same time and in respect of the same individual, and a single SPDA could have been purchased to discharge the combined obligation. Rules governing SPDA purchases are set forth in Schedule A. The Company has no obligation to make Contributions or purchase SPDAs for the Equalization Benefit of any Participant accruing after December 31, 2002.

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Section 4.3. Pre-2005 Benefits Payment Rules .

(a) Subject to a Participant’s election made under paragraphs (b) or (d) of this Section 4.3, monthly benefits under this Plan payable with respect to a Participant’s Pre-2005 Benefit shall be paid in accordance with the Participant’s payment election under the Retirement Plan; provided, however, that for purposes of the Plan, only the forms of payment made available under the Retirement Plan prior to October 3, 2004 shall be taken into account.

(b) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, to be paid the Actuarial Equivalent of his or her Pre-2005 Benefit in a single lump sum payment on the last business day of the month in which the first monthly benefit payment under the Retirement Plan is made to the Participant, provided that his or her election under this paragraph (b) has been in effect for a period of not less than twelve (12) months prior to the date that payments under the Retirement Plan commence, otherwise his or her Pre-2005 Benefit shall be paid in accordance with the provisions of paragraph (a) of this Section 4.3, unless the Participant makes an election pursuant to paragraph (d) of this Section 4.3.

(c) If a Participant’s last payment election under paragraph (b) has not been in effect for a period of at least twelve (12) months prior to the date that payments under the Retirement Plan commence, his or her Pre-2005 Benefit shall be paid in the form designated in the Participant’s last election made under paragraph (b) of this Section 4.3 that was in effect for at least twelve (12) months; provided, however, if a Participant has made no election that has been in effect for at least twelve (12) months, such Participant shall receive his or her Pre-2005 Benefit in accordance with the provisions of paragraph (a) of this Section 4.3, unless the Participant makes an election pursuant to paragraph (d) of this Section 4.3.

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(d) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, to change the form of distribution of his or her Pre-2005 Benefit determined under paragraphs (a), (b) or (c) of this Section 4.3 at any time before payments commence, provided that his or her Pre-2005 Benefit shall be reduced by six percent (6%).

(e) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, that, in the event he or she dies before his or her Pre-2005 Benefit is payable under the terms of the Plan, the Plan shall pay his or her surviving Qualified Spouse the applicable death benefit described in Section 4.7 of the Plan in a single lump sum payment no later than the last business day of the month in which payments to his or her surviving Qualified Spouse commence under the Retirement Plan.

Section 4.4. Payment of Post-2004 Benefits Prior to January 1, 2009 . In accordance with Section 3.03 of transition guidance contained in IRS Notice 2006-79 and IRS Notice 2007-86, the payment of Post-2004 Benefits that are due and payable before January 1, 2009 shall commence at the same time, be paid in the same form available under the Retirement Plan prior to October 3, 2004, and be subject to the same conditions as the Participant’s retirement benefit payable under the Retirement Plan.

Section 4.5. Payment of Post-2004 Benefits After December 31, 2008 .

(a) Form of Payment . The form of payment of a Participant’s Post-2004 Benefit shall be a Qualified Joint and Survivor Annuity if he or she is married on his or her

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Annuity Starting Date or Single Life Annuity if he or she is not then married. Until his or her Annuity Starting Date, and pursuant to procedures established by the Plan Administrator from time to time, a Participant may elect to have his or her Post-2004 Benefit paid in any of the forms provided in Article VII of the Retirement Plan that are the Actuarial Equivalent of his or her Qualified Joint and Survivor Annuity or Single Life Annuity benefit under this Plan. If the Participant fails to provide the Plan Administrator with his or her marital information before his or her Annuity Starting Date, the Participant’s Post-2004 Benefit shall be paid in the form of a Qualified Joint and Survivor Annuity and the Participant shall be deemed to have a Qualified Spouse who is twenty (20) years younger than the Participant.

(b) Time of Payment .

(i) Separation on or after Age 55 .

A Participant who attains at least age fifty-five (55) at his or her Separation from Service for any reason other than Disability or death shall receive the “first payment” of his or her Post-2004 Benefit in the fourth (4 ^th ) calendar month following the calendar month in which he or she Separates from Service with additional payments to be made on a monthly basis thereafter. For purposes of this Section 4.5(b), the “first payment” shall consist of (A) the monthly payment due to the Participant for such fourth (4 ^th ) calendar month and (B) the monthly payments due to the Participant for the immediately preceding three (3) calendar months.

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(ii) Separation before Age 55 .

If a Participant incurs a Separation from Service for any reason other than Disability or death before attaining age fifty-five (55), the “first payment” of his or her Post-2004 Benefit shall commence in the later of (A) the fourth (4 ^th ) calendar month following the calendar month in which he or she Separates from Service (with payment at commencement constituting a “first payment”) or (B) the first month following his or her attainment of age fifty-five (55), with additional payments to be made on a monthly basis thereafter; provided that if the payment of the Participant’s Post-2004 Benefit commences in accordance with subdivision (A) of this subparagraph (ii), in addition to the monthly payment due to the Participant in such fourth (4 ^th ) calendar month, the “first payment” shall consist of the monthly payments due to the Participant for the month(s) following the month after the Participant’s attainment of age fifty-five (55).

(iii) Disability .

The payment of a Disabled Participant’s Post-2004 Benefit where he or she has incurred a Separation from Service on account of Disability shall commence on his or her Normal Retirement Date; provided, however, if such Disabled Participant returns to active employment after such Separation from Service on a account of his or her Disability, any Post-2004 Benefit of such Participant that accrues after his or her return to active employment with the Company shall be paid in accordance with subparagraphs (i) or (ii) of this paragraph (b), whichever is applicable.

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(c) Specified Employee Rule . Notwithstanding any provision to the contrary herein, the payment of the “first payment” of a Specified Employee’s Post-2004 Benefit on account of his or her Separation from Service for any reason other than Disability or death shall be made in the later of (A) the seventh (7 ^th ) calendar month following the calendar month in which he or she Separates from Service (with payment at commencement constituting a “first payment”) or (B) the first month following his or her attainment of age fifty-five (55), with additional payments to be made on a monthly basis thereafter. For purposes of this paragraph (c), the “first payment” of a Specified Employee’s Post-2004 Benefit shall be determined in accordance with the provisions of subparagraph (i) or subparagraph (ii) of paragraph (b), whichever is applicable, except that the seven (7) calendar month period provided in this paragraph (c) shall be used instead of the four (4) month period provided in subparagraphs (i) and (ii) of paragraph (b).

(d) Special Death Benefit . In the event a Participant dies before he or she has received the “first payment” of his or her Post-2004 Benefit in the form determined under paragraph (a) of this Section 4.5 and in accordance with the time of payment rules under paragraph (b) or paragraph (c) of this Section 4.5, whichever is applicable, the monthly payments otherwise due but unpaid by the Participant’s date of death shall be paid in a single lump sum to the Participant’s Beneficiary, and if none has been designated, the Participant’s surviving Qualified Spouse, or, if there is none, the Participant’s estate, as soon as administratively practicable after such death, provided that payment shall be made no later than ninety (90) days following the death of the Participant. In the event the Plan Administrator cannot make the payment by the end of the 90-day period, the payment shall not be made later than the latest of

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(A) the last day of the calendar year in which the death occurs or (B) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the death of the Participant. The Beneficiary, Qualified Spouse or representative of the estate shall not be permitted to designate, directly or indirectly, the taxable year of payment.

Section 4.6. Small Benefit Rules .

(a) Pre-2005 Benefits . If the Participant’s total monthly Equalization Benefit payable in the form of a Single Life Annuity is under $100, then the Actuarial Equivalent lump sum amount of his or her Pre-2005 Benefit shall be paid to the Participant or his or her surviving Qualified Spouse, without his or her consent, no later than the last business day of the month in which payments to the Participant or surviving Qualified Spouse commence under the Retirement Plan.

(b) Post-2004 Benefit . If the aggregate lump sum value of the Participant’s Equalization Benefit, Supplemental Benefit, benefit payable under the J&H Excess Plan and/or Sedgwick Excess Plan and benefits payable under any other non-qualified deferred compensation required to be aggregated with the Plan under Section 409A of the Code does not exceed the applicable dollar limit under Section 402(g)(1)(B) of the Code in effect for the calendar year, then the Actuarial Equivalent lump sum amount of his or her Post-2004 Benefit shall be paid to the Participant, without his or her consent, in the fourth (4 ^th ) month (or seventh month (7 ^th ) in the case of a Specified Employee) following the calendar month in which such Participant Separates from Service for any reason other than death. If the Participant dies after Separation from Service but before receipt of his or her lump sum payment, such amount shall be paid to the Participant’s Beneficiary, and if none has been designated, the Participant’s surviving Qualified Spouse or, if there is none, the Participant’s estate, as soon as administratively

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practicable after such death, provided that payment shall be made no later than ninety (90) days following the death of the Participant. In the event the Plan Administrator cannot make the payment by the end of the 90-day period, the payment shall not be made later than the latest of (A) the last day of the calendar year in which the death occurs or (B) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the death of the Participant. The Beneficiary, Qualified Spouse or representative of the estate shall not be permitted to designate, directly or indirectly, the taxable year of payment.

Section 4.7. Pre-Retirement Spousal Death Benefits .

(a) Death during Active Employment . Except to the extent a Participant makes an election pursuant to Section 4.3(e) of the Plan, if a Participant dies while actively employed, the Participant’s surviving Qualified Spouse shall be entitled to receive a monthly benefit payable for such Qualified Spouse’s lifetime. The amount and timing of such benefit payments shall be determined as follows:

(i) Pre-2005 Benefit .

(A) If, at the time of his or her death, the Participant had not attained age fifty (50), his or her Qualified Spouse’s monthly benefit shall be based on the Participant’s Pre-2005 Benefit determined as of his or her date of death and as if the Participant had elected on the day immediately prior to his or her Normal Retirement Date, had he or she lived, to be paid his or her Pre-2005 Benefit in the form of a Qualified Joint and Survivor Annuity. Payment of such survivor’s portion shall commence on the Participant’s Normal Retirement Date, had he or she lived, unless the surviving Qualified Spouse elects under the Retirement Plan

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to have payment of an actuarially reduced (based on the same applicable reduction factors provided under the Retirement Plan) monthly benefit commence on the first day of any calendar month that shall be no earlier than the Participant’s Early Retirement Date, had he or she lived.

(ii) Post-2004 Benefit .

(A) If, at the time of his or her death, the Participant had not attained age fifty (50), his or her Qualified Spouse’s monthly benefit shall be based on the Participant’s Post-2004 Benefit determined as of his or her date of death and as if the Participant had elected on the day immediately prior to his or her Early Retirement Date, had he or she lived, to be paid his or her Pre-2004 Benefit in the form of a Qualified Joint and Survivor Annuity. Payment of such survivor’s portion shall commence on the Participant’s Early Retirement Date, with such date determined as if he or she lived until age fifty-five (55), and shall be actuarially reduced based on the same applicable reduction factors provided under the Retirement Plan.

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(B) If, at the time of his or her death, the Participant was age fifty (50) or older, his or her Qualified Spouse’s monthly benefit shall be equal to fifty percent (50%) of the Participant’s Post-2004 Benefit determined as of the date of his or death with no actuarial reductions for the form of payment or payment commencing prior to the Participant’s Normal Retirement Date. Payments shall commence as soon as administratively practicable after the Participant’s death, provided that the commencement of payments shall occur no later than ninety (90) days following the death of the Participant. In the event the Plan Administrator cannot commence payments by the end of the 90-day period, payments shall not commence later than the latest of (1) the last day of the calendar year in which the death occurs or (2) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the death of the Participant. The Qualified Spouse shall not be permitted to designate, directly or indirectly, the taxable year of payment.

(iii) Payments to Qualified Spouse .

If a Participant’s Equalization Benefit consists solely of a Pre-2005 Benefit or solely of a Post-2004 Benefit, the Participant’s Qualified Spouse shall receive a monthly payment determined under subparagraph (i) or subparagraph (ii), whichever is applicable. If a Participant’s Equalization Benefit consists of a Pre-2005 Benefit and a Post-2004 Benefit, the Participant’s Qualified Spouse shall receive monthly payments (which may be combined for administrative convenience when payment dates coincide) determined under subparagraphs (i) and (ii).

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(b) Death after Termination of Employment . Except to the extent a Participant makes an election pursuant to Section 4.3(e) of the Plan, if a Participant dies after he or she terminates employment with the Company but before benefit payments under the Plan have commenced, and no other death benefits are payable under either Section 4.5 or Section 4.6 of the Plan, the Participant’s surviving Qualified Spouse shall be entitled to receive a monthly benefit payable for such Qualified Spouse’s lifetime. The amount and timing of such benefit payments shall be determined as follows:

(i) Pre-2005 Benefit .

A Qualified Spouse’s monthly benefit shall be based on the Participant’s Pre-2005 Benefit determined as of his or her date of death and as if the Participant had elected on the day immediately prior to his or her Normal Retirement Date, had he or she lived, to be paid his or her Pre-2005 Benefit in the form of a Qualified Joint and Survivor Annuity. The payment of such survivor’s portion shall commence on the Participant’s Normal Retirement Date, unless the surviving Qualified Spouse elects under the Retirement Plan to have payment of an actuarially reduced (based on the same applicable reduction factors under the Retirement Plan) monthly benefit commence on the first day of any calendar month that shall be no earlier than the Participant’s Early Retirement Date, had he or she lived.

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(ii) Post-2004 Benefit .

(A) If, at the time of his or her death, the Participant had not attained age fifty-five (55), his or her Qualified Spouse’s monthly benefit shall be based on the Participant’s Post-2004 Benefit on his or her date of death and as if the Participant had elected on the day immediately prior to his or her Normal Retirement Date, had he or she lived, to be paid his or her Post-2004 Benefit in the form of a Qualified Joint and Survivor Annuity. The payment of the survivor’s portion shall commence on the Participant’s Early Retirement Date, with such date determined as if he or she lived until age fifty-five (55), and shall be actuarially reduced based on the same applicable reduction factors provided under the Retirement Plan.

(B) If, at the time of his or her death, the Participant had attained age fifty-five (55) or greater, his or her Qualified Spouse’s monthly benefit shall be based on the Participant’s Post-2004 Benefit on his or her date of death and as if the Participant had elected on the day immediately prior to his or her Normal Retirement Date, had he or she lived, to be paid his or her Post-2004 Benefit in the form of a Qualified Joint and Survivor Annuity. Payments of the survivor’s portion shall commence as soon as administratively practicable after the Participant’s death, provided that the commencement of payments shall occur no later than ninety (90) days following the death of the Participant, and shall be actuarially reduced based on the same applicable reduction factors provided under the Retirement Plan. In the event the Plan Administrator cannot commence payments by the end of the 90-day period, payments shall not commence later

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than the latest of (1) the last day of the calendar year in which the death occurs or (2) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the death of the Participant. The Qualified Spouse shall not be permitted to designate, directly or indirectly, the taxable year of payment.

(iii) Payments to Qualified Spouse .

Section 4.8. Withholding . All benefits under the Plan, to the extent a Participant’s Equalization Benefit is being paid, shall be subject to any applicable withholding requirements imposed by any tax or other law. Federal employment and hospitalization taxes shall be withheld with respect to the portion of the Participant’s Equalization Benefit at the time payments from this Plan are made. The Company shall have the right to (i) require as a condition of the commencement of the payment of a Participant’s Equalization Benefit that the payee remit to the Company an amount sufficient in its opinion to satisfy all applicable withholding requirements, or (ii) accelerate the time of a payment or make a payment from the Plan, in order to pay employment taxes under Sections 3101, 3121(a) and 3221(v)(2) of the Code, wage withholding under Section 3401 of the Code and wage withholding under applicable state, local and foreign tax law.

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Section 4.9. Payment on Account of Income Inclusion . Notwithstanding any provision in the Plan to the contrary, in the event it is determined at any time that the Plan fails to comply with the requirements of Section 409A of the Code and/or Treasury regulations thereunder, a single lump sum distribution shall be paid to an affected Participant within thirty (30) days of such determination. Such payment may not exceed the amount required to be included in the income of such Participant as a result of such failure to comply.

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ARTICLE V

Vesting

Section 5.1. Subject to Section 3.2, a Participant’s interest in the Plan shall be fully vested and nonforfeitable upon the (i) completion of sixty (60) months of Vesting Service or (ii) attainment of his or her Normal Retirement Date while in the employ of a Participating Company or Non-Covered Company, whichever occurs first.

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ARTICLE VI

Separate Unfunded Plan

Section 6.1. Severability . The provisions of this Part I (together with other provisions in this document to the extent such provisions are applicable) constitute a separate unfunded plan maintained by the Company.

Section 6.2. Relationship with Other Company Obligations . The Company’s sole obligation under the separate unfunded plan shall be to provide any portion of a Participant’s Equalization Benefits with respect to which SPDAs have not been purchased under the Plan. The Company’s obligation to provide any portion of a Participant’s Equalization Benefit has been extinguished upon the purchase of a SPDA with respect to such portion in accordance with the provisions set forth in Schedule A.

Section 6.3. No Trust Requirement . All amounts payable under this unfunded portion of the Plan shall be paid out of the general assets of the Company, and any individuals entitled to have payments made on their behalf under such unfunded plan shall have no rights to payment greater than the rights of general unsecured creditors of the Company. No trust, security, escrow, or similar account shall be required to be established for the purposes of such payment. However, the Company may, in its sole discretion, establish a domestic “rabbi trust” (or other arrangement having equivalent taxation characteristics under the Code or applicable regulations or rulings) to hold assets, subject to the claims of the Company’s creditors in the event of insolvency, for the purpose of the payment of benefits hereunder. If the Company establishes such a trust, amounts paid there from shall discharge the obligations of the Company hereunder to the extent of the payments so made.

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PART II

MARSH & MCLENNAN COMPANIES

SUPPLEMENTAL RETIREMENT PLAN

ARTICLE I

Purpose

Section 1.1 The purpose of the Marsh & McLennan Supplemental Retirement Plan is to provide benefits designed to supplement benefits under the Retirement Plan. This document subsumes and restates the Marsh & McLennan Supplemental Retirement Plan originally adopted effective January 1, 1991 as subsequently amended.

Section 1.2 It is intended that this Plan shall be an unfunded plan for a select group of management or highly compensated employees to the extent SPDAs have not been purchased for participants. It is further intended that this Plan, as amended and restated, shall comply with the requirements of Section 409A of the Code.

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ARTICLE II

Additional Definitions

Unless the context otherwise indicates: (a) all capitalized terms used herein (other than terms defined in this Part II) that are also used in the Retirement Plan shall have the meanings set forth in the Retirement Plan; and (b) all other capitalized terms used herein which have been defined in Part I of this document but not in the Retirement Plan shall have the meanings set forth in Part I. The following additional terms when used with respect to this Part II shall have the designated meanings set forth below:

Section 2.1. Benefit Equalization Plan - means the Marsh & McLennan Benefit Equalization Plan as set forth in Parts I and III of this document, and as amended from time to time.

Section 2.2. Effective Date - of this amended and restated Plan is January 1, 2009, except as otherwise provided herein.

Section 2.3. Plan - means this Marsh & McLennan Supplemental Retirement Plan, as set forth in Parts II and III of this document, and as amended from time to time and is a separate unfunded plan with respect to: (i) benefits accrued and vested prior to January 1, 2003 and not annuitized by SPDA purchases; (ii) benefits accrued and vested on or after January 1, 2003 and prior to January 1, 2005; and (iii) benefits accrued or vested on or after January 1, 2005.

Section 2.4. Post-2004 Benefit - means a Participant’s Supplemental Benefit reduced by the actuarially determined Single Life Annuity value of his or her Pre-2005 Benefit, if any.

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Section 2.5. Pre-2005 Benefit - means, effective January 1, 2005, the present value as of the date of determination of a Participant’s Supplemental Benefit had (1) the Participant voluntarily terminated employment without cause on December 31, 2004, (2) received payment of his or her Supplemental Benefit on the earliest possible date allowed under the Plan to commence payments after termination of employment, and (3) received benefits in the form under the Plan producing the maximum value; such amount shall be reduced by the value of the SPDAs, if any, purchased pursuant to the terms set forth in Schedule A that settled a portion of the Company’s obligation with respect to such Supplemental Benefit. Effective January 1, 2009, “Pre-2005 Benefit” shall mean the annuity amount determined had the Participant voluntarily terminated employment without cause on December 31, 2004 reduced for early retirement by the applicable early retirement reduction factors provided under the Retirement Plan; provided, however, that in no event shall the amount of such reduced Pre-2005 Benefit exceed the amount that would have been computed under Treas. Reg. §1.409A-6(a)(3)(i), as increased to reflect the optional present value adjustment otherwise permitted thereunder; provided, further, such amount shall be reduced by the value of the SPDAs, if any, purchased pursuant to the terms set forth in Schedule A that settled a portion of the Company’s obligation with respect to such Supplemental Benefit

Section 2.6. Social Security Offset .

(a) For a Participant who retires at age sixty-five (65) or thereafter, the estimated monthly primary Social Security benefit to which he or she is entitled at such time of retirement under the Social Security Act as then in effect on the assumption that he or she was fully insured for such benefit, made proper application therefor, and does not disqualify himself or herself from receipt of such benefit.

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(b) For a Participant who retires prior to age sixty-five (65), the estimated monthly primary Social Security benefit to which he or she would have become entitled at age sixty-five (65) under the Social Security Act as in effect on the day he or she terminates employment if he or she had remained in the employ of the Company until age sixty-five (65) with Monthly Earnings equal to his rate of Monthly Earnings immediately prior to his or her Separation from Service.

(c) In determining a Participant’s Social Security Offset, the Plan Administrator may estimate such amount by use of the Participant’s earnings history with MMC and its subsidiaries and affiliates for years for which such record is complete and available, and by use of estimated earnings for other years. Such estimated earnings shall be based on the Participant’s earnings in the earliest year for which a complete earnings record with MMC or a subsidiary or affiliate is available, carried back to prior years at six percent (6%) per year. For a Participant whose Benefit Service includes a period of service outside of the United States and/or a period during which he or she was not covered by the Federal Social Security Act, the Participant’s Social Security Offset shall be calculated as if all of his or her Benefit Service was performed in the United States while covered by the Federal Social Security Act. Notwithstanding the foregoing, if a Participant demonstrates to the Plan Administrator that his or her aggregate benefit from Social Security and any similar pension or retirement benefits provided by a government other than that of the United States is less than the amount so determined, the Plan Administrator shall use such aggregate benefit as the Participant’s Social Security Offset.

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Section 2.7. Supplemental Benefit . - means the annual benefit a Participant accrues pursuant to Section 4.1(a), if applicable, plus the monthly benefit a Participant accrues pursuant to Section 4.1(b), if applicable.

Section 2.8. Supplemental Salary . - means the amount that would have been the Participant’s Final Average Monthly Earnings under the Retirement Plan with respect to the period ended December 31, 2005 and the amount that would have been the Participant’s Monthly Earnings under the Retirement Plan for any month occurring after December 31, 2005, but for the limitations of Section 401(a)(17) of the Code or any similar provision of subsequent law as applied on a monthly basis (including any amount deferred by the Participant pursuant to an election he or she makes under the Marsh & McLennan Supplemental Savings and Investment Plan).

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ARTICLE III

Participation

Section 3.1. Participation .

An Employee shall become a Participant if selected by the Plan Administrator, in its sole discretion, to participate in the Plan; provided, however, that (i) any Employee who has entered into an individual written employment contract with the Company providing for an alternative pension benefit shall not be eligible to become a Participant except subject to such terms and conditions as may be provided by the Company, and (ii) no Employee shall participate in the Plan unless he or she is part of a select group of management or highly compensated employees, as determined by the Plan Administrator in its sole discretion.

Section 3.2. Special Participation .

(a) Notwithstanding the provisions of Section 3.1, in the event of a Change in Control, the Company may select Employees, who are part of a select group of management or highly compensated employees and not otherwise eligible to participate in the Retirement Plan, for immediate participation in the Plan. Such Participant’s Supplemental Benefit shall be fully vested and computed as of the date of the Change in Control based on his or her Actual Benefit under the Retirement Plan, or, if none, as if he or she participated in the Retirement Plan during his or her period of employment with the Company.

(b) “Change in Control” means a change in the management or ownership of MMC if the following shall have occurred:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”) (other than MMC,

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any trustee or other fiduciary holding securities under an employee benefit plan of a Company or any corporation owned, directly or indirectly, by the stockholders of MMC in substantially the same proportions as their ownership of stock of MMC), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of MMC representing fifty percent (50%) or more of the combined voting power of MMC’s then outstanding voting securities;

(iii) the stockholders of MMC approve a merger or consolidation of MMC with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of MMC outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the voting securities of MMC or

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such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of MMC (or similar transaction) in which no “person” (as hereinabove defined) acquired fifty percent (50%) or more of the combined voting power of MMC’s then outstanding securities; or

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ARTICLE IV

Plan Benefits and Payments

Section 4.1. Amount of Supplemental Benefit as of December 31, 2005 .

(a) Accruals Prior to January 1, 2006 . The amount of a Participant’s Supplemental Benefit accrued through December 31, 2005 shall be equal to the amount determined under paragraph (1) minus the amount determined under paragraph (2) below:

(1) The sum (adjusted in the same manner and under the same conditions as provided under the transition rules of Section 5.1.1(d) and Section G.3 of APPENDIX G of the Retirement Plan) of:

(i) 2.0% of the Participant’s Supplemental Salary multiplied by his or her number of months of Benefit Service (up to a maximum of three hundred (300) months);

(ii) 1.6% of the Participant’s Supplemental Salary multiplied by his or her number of months of Benefit Service, if any, in excess of three hundred (300) months but not to exceed sixty (60) months; and

(iii) 1.0% of the Participant’s Supplemental Salary multiplied by his or her number of months of Benefit Service, if any, in excess of three hundred and sixty (360) months.

(2) The sum of:

(i) the Participant’s Actual Benefit under the Retirement Plan accrued as of December 31, 2005;

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(ii) the Participant’s Equalization Benefit under the Benefit Equalization Plan accrued as of December 31, 2005, if any; and

(iii) the Participant’s Social Security Offset multiplied by a fraction (not to exceed one (1)) (A) the numerator of which is the Participant’s years and fractions of years of Benefit Service and (B) the denominator of which is twenty-five (25).

(b) Accruals after December 31, 2005 . The monthly accrual of a Participant’s Supplemental Benefit for each Month of Benefit Service after December 31, 2005 shall be equal to the amount determined under paragraph (1) minus the amount determined under paragraph (2) below:

(1) 2.0% of the Participant’s Supplemental Salary for such Month of Benefit Service up to a maximum of three hundred (300) Months of Benefit Service (Months of Benefit Service before January 1, 2006 shall be included for the purpose of determining the maximum number of Months of Benefit Service under this paragraph (1)).

(2) The sum of:

(i) the Participant’s monthly Actual Benefit under the Retirement Plan accrued for such Month of Benefit Service;

(ii) the Participant’s monthly benefit under the Benefit Equalization Plan accrued for such Month of Benefit Service; and

(iii) four percent (4%) the Participant’s Social Security Offset for such Month of Benefit Service.

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(c) A Participant’s Supplemental Benefit shall not be reduced by any post-retirement increase in benefits under the Retirement Plan.

(d) A Participant’s Supplemental Benefit calculated under this Section 4.1 shall not provide duplicative benefits for the same period of service, and, accordingly, shall be adjusted to reflect the value of any SPDA previously purchased to settle obligations with respect to any portion of those benefits.

Section 4.2. Prior SPDA Purchases . Contributions were made by the Company to purchase SPDAs on behalf of certain Participants. Any obligation to purchase a SPDA under this Plan could, in the Company’s sole discretion, have been combined with an obligation arising under the Benefit Equalization Plan at the same time and in respect of the same individual, and a single SPDA could have been purchased to discharge the combined obligation. Rules governing SPDA purchases are set forth in Schedule A. The Company has no obligation to make Contributions or purchase SPDAs for the Supplemental Benefit of any Participant accruing after December 31, 2002.

Section 4.3. Pre-2005 Benefits Payment Rules .

(b) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, to be paid the Actuarial Equivalent of his or her Pre-2005

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Benefit in a single lump sum payment on the last business day of the month in which the first monthly benefit payment under the Retirement Plan is made to the Participant, provided that his or her election under this paragraph (b) has been in effect for a period of not less than twelve (12) months prior to the date that payments under the Retirement Plan commence, otherwise his or her Pre-2005 Benefit shall be paid in accordance with the provisions of paragraph (a) of this Section 4.3, unless the Participant makes an election pursuant to paragraph (d) of this Section 4.3.

(c) If a Participant’s last payment election under paragraph (b) of this Section 4.3 has not been in effect for a period of at least twelve (12) months prior to the date that payments under the Retirement Plan commence, his or her Pre-2005 Benefit shall be paid in the form designated in the Participant’s last election made under paragraph (b) of this Section 4.3 that was in effect for at least twelve (12) months; provided, however, if a Participant has made no election that has been in effect for at least twelve (12) months, such Participant shall receive his or her Pre-2005 Benefit in accordance with the provisions of paragraph (a) of this Section 4.3, unless the Participant makes an election pursuant to paragraph (d) of this Section 4.3.

(e) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, that in the event he or she dies before his or her Pre-2005

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Benefit becomes payable under the terms of the Plan, the Plan shall pay his or her surviving Qualified Spouse the applicable death benefit described in Section 4.7 of the Plan in a single lump sum payment no later than the last business day of the month in which payments to his or her surviving Qualified Spouse commence under the Retirement Plan.

Section 4.5. Payment of Post-2004 Benefits After December 31, 2008.

(a) Form of Payment . The form of payment of a Participant’s Post-2004 Benefit shall be a Qualified Joint and Survivor Annuity if he or she is married on his or her Annuity Starting Date or Single Life Annuity if he or she is not then married. Until his or her Annuity Starting Date, and pursuant to procedures established by the Plan Administrator from time to time, a Participant may elect to have his or her Post-2004 Benefit paid in any of the forms provided in Article VII of the Retirement Plan that are the Actuarial Equivalent of his or her Qualified Joint and Survivor Annuity or Single Life Annuity benefit under this Plan. If the Participant fails to provide the Plan Administrator with his or her marital information before his or her Annuity Starting Date, the Participant’s Post-2004 Benefit shall be paid in the form of a Qualified Joint and Survivor Annuity and the Participant shall be deemed to have a Qualified Spouse who is twenty (20) years younger than the Participant.

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(b) Time of Payment .

(i) Separation on or after Age 55 .

(ii) Separation before Age 55 .

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(iii) Disability .

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(d) Special Death Benefit . In the event a Participant dies before he or she has received the “first payment” of his or her Post-2004 Benefit in the form determined under paragraph (a) of this Section 4.5 and in accordance with the time of payment rules under paragraph (b) or paragraph (c) of this Section 4.5, whichever is applicable, or the monthly payments otherwise due but unpaid by the Participant’s date of death shall be paid in a single lump sum to the Participant’s Beneficiary, and if none has been designated, the Participant’s surviving Qualified Spouse, or, if there is none, the Participant’s estate, as soon as administratively practicable after such death, provided that payment shall be made no later than ninety (90) days following the death of the Participant. In the event the Plan Administrator cannot make the payment by the end of the 90-day period, the payment shall not be made later than the latest of (A) the last day of the calendar year in which the death occurs or (B) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the death of the Participant. The Beneficiary, Qualified Spouse or representative of the estate shall not be permitted to designate, directly or indirectly, the taxable year of payment.

Section 4.6. Small Benefit Rules .

(a) Pre-2005 Benefits . If the Participant’s total monthly Supplemental Benefit payable in the form of a Single Life Annuity is under $100, then the Actuarial Equivalent lump sum amount of his or her Pre-2005 Benefit shall be paid to the Participant or his or her surviving Qualified Spouse, without his or her consent, no later than the last business day of the month in which payments to the Participant or surviving Qualified Spouse commence under the Retirement Plan.

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(b) Post-2004 Benefit . If the aggregate lump sum value of the Participant’s Supplemental Benefit, Equalization Benefit, benefit payable under the J&H Excess Plan and/or Sedgwick Excess Plan and benefits payable under any other non-qualified deferred compensation required to be aggregated with the Plan under Section 409A of the Code does not exceed the applicable dollar limit under Section 402(g)(1)(B) of the Code in effect for the calendar year, then the Actuarial Equivalent lump sum amount of his or her Post-2004 Benefit shall be paid to the Participant, without his or her consent, in the fourth (4 ^th ) month (or seventh month (7 ^th ) in the case of a Specified Employee) following the calendar month in which such Participant Separates from Service for any reason other than death. If the Participant dies after Separation from Service but before receipt of his or her lump sum payment, such amount shall be paid to the Participant’s Beneficiary, and if none has been designated, the Participant’s surviving Qualified Spouse or, if there is none, the Participant’s estate, as soon as administratively practicable after such death, provided that payment shall be made no later than ninety (90) days following the death of the Participant. In the event the Plan Administrator cannot make the payment by the end of the 90-day period, the payment shall not be made later than the latest of (A) the last day of the calendar year in which the death occurs or (B) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the death of the Participant. The Beneficiary, Qualified Spouse or representative of the estate shall not be permitted to designate, directly or indirectly, the taxable year of payment.

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Section 4.7. Pre-Retirement Spousal Death Benefits .

(a) Death during Active Employment . Except to the extent a Participant makes an election made pursuant to Section 4.3(e) of the Plan, if a Participant dies while actively employed, the Participant’s surviving Qualified Spouse shall be entitled to receive a monthly benefit payable for such Qualified Spouse’s lifetime. The amount and timing of such benefit payments shall be determined as follows:

(i) Pre-2005 Benefit .

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his or death with no actuarial reductions for the form of payment or payment commencing prior to the Participant’s Normal Retirement Date. Payment shall commence as soon as administratively practicable after the Plan Administrator receives notice of the Participant’s death.

(ii) Post-2004 Benefit .

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Administrator cannot commence payments by the end of the 90-day period, payments shall not commence later than the latest of (1) the last day of the calendar year in which the death occurs or (2) the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month following the death of the Participant. The Qualified Spouse shall not be permitted to designate, directly or indirectly, the taxable year of payment.

(iii) Payments to Qualified Spouse .

If a Participant’s Supplemental Benefit consists solely of a Pre-2005 Benefit or solely of a Post-2004 Benefit, the Participant’s Qualified Spouse shall receive a monthly payment determined under subparagraph (i) or subparagraph (ii), whichever is applicable. If a Participant’s Supplemental Benefit consists of a Pre-2005 Benefit and a Post-2004 Benefit, the Participant’s Qualified Spouse shall receive monthly payments (which may be combined for administrative convenience when payment dates coincide) determined under subparagraphs (i) and (ii).

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(b) Death after Termination of Employment . Except to the extent a Participant makes an election made pursuant to Section 4.3(e) of the Plan, if a Participant dies after he or she terminates employment with the Company but before benefit payments under the Plan have commenced, and no other death benefits are payable under either Section 4.5 or Section 4.6 of the Plan, the Participant’s surviving Qualified Spouse shall be entitled to receive a monthly benefit payable for such Qualified Spouse’s lifetime. The amount and timing of such benefit payments shall be determined as follows:

(i) Pre-2005 Benefit .

A Qualified Spouse’s monthly benefit shall be based on the Participant’s Pre-2005 Benefit determined as of his or her date of death and as if the Participant had elected on the day immediately prior to his or her Normal Retirement Date, had he or she lived, to be paid his or her Pre-2005 Benefit in the form of a Qualified Joint and Survivor Annuity. The payment of such survivor’s portion shall commence on the Participant’s Normal Retirement Date, unless the surviving Qualified Spouse elects to have payment of an actuarially reduced (based on the same applicable reduction factors under the Retirement Plan) monthly benefit commence on the first day of any calendar month that shall be no earlier than the Participant’s Early Retirement Date, had he or she lived.

(ii) Post-2004 Benefit .

(A) If, at the time of his or her death, the Participant had not attained age fifty-five (55), his or her Qualified Spouse’s monthly benefit shall be based on the Participant’s Post-2004 Benefit on his or her date of death as if the Participant had elected on the day immediately prior to his or her Normal Retirement Date, had he or she lived, to be paid his or her Post-2004 Benefit in the form of a Qualified Joint and Survivor Annuity. The payment of the survivor’s portion shall commence on the Participant’s Early Retirement Date, with such date determined as if he or she lived until age fifty-five (55), and the benefit shall be actuarially reduced based on the same applicable reduction factors provided under the Retirement Plan.

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(iii) Payments to Qualified Spouse .

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Section 4.8. Withholding . All benefits under the Plan, to the extent a Participant’s Supplemental Benefit is being paid, shall be subject to any applicable withholding requirements imposed by any tax or other law. Federal employment and hospitalization taxes shall be withheld with respect to the portion of the Participant’s Supplemental Benefit at the time payments from this Plan are made. The Company shall have the right to (i) require as a condition of the commencement of the payment of a Participant’s Supplemental Benefit that the payee remit to the Company an amount sufficient in its opinion to satisfy all applicable withholding requirements, or (ii) accelerate the time of a payment or make a payment from the Plan, in order to pay employment taxes under Sections 3101, 3121(a) and 3221(v)(2) of the Code, wage withholding under Section 3401 of the Code and wage withholding under applicable state, local and foreign tax law.

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ARTICLE V

VESTING

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ARTICLE VI

Separate Unfunded Plan

Section 6.1. Severability . The provisions of this Part II (together with other provisions in this document to the extent such provisions are applicable) constitute a separate unfunded plan maintained by the Company.

Section 6.2. Relationship with Other Company Obligations . The Company’s sole obligation under the separate unfunded plan shall be to provide any portion of Participants’ Supplemental Benefit with respect to which SPDAs have not been purchased under the Plan. The Company’s obligation to provide any portion of a Participant’s Supplemental Benefit has been extinguished upon the purchase of a SPDA with respect to such portion in accordance with the provisions set forth in Schedule A.

Section 6.3. No Trust Requirement . All amounts payable under this unfunded plan shall be paid out of the general assets of the Company, and any individuals entitled to have payments made on their behalf under such unfunded plan shall have no rights to payment greater than the rights of general unsecured creditors of the Company. No trust, security, escrow, or similar account shall be required to be established for the purposes of such payment. However, the Company may, in its sole discretion, establish a domestic “rabbi trust” (or other arrangement having equivalent taxation characteristics under the Code or applicable regulations or rulings) to hold assets, subject to the claims of the Company’s creditors in the event of insolvency, for the purpose of the payment of benefits hereunder. If the Company establishes such a trust, amounts paid there from shall discharge the obligations of the Company hereunder to the extent of the payments so made.

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PART III

GENERAL PROVISIONS APPLICABLE

TO BOTH PLANS

ARTICLE I

Administration

Section 1.1. Plan Administrator . The Plans shall be administered by the Plan Administrator. Without limiting the generality of the foregoing, the Plan Administrator shall have the power and discretion to:

(a) make and enforce rules and regulations and to prescribe the use of forms necessary or advisable for the efficient administration of each Plan;

(b) interpret each Plan, to resolve ambiguities, inconsistencies and omissions and to decide questions concerning the eligibility of any person to become a Participant, such interpretations, resolutions and decisions to be final and conclusive on all persons;

(c) direct payment of amounts due to each Participant and Qualified Spouse under a Plan, and, for the period when SPDAs were purchased to fund benefits under the Plans;

(d) delegate authority to agents and other persons to act on its behalf in carrying out the provisions and administration of each Plan, and to take or direct any action required or advisable with respect to the administration of each Plan; and

(e) perform any other acts as the Plan Administrator is authorized to perform under each Plan.

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Section 1.2. Claims Procedure . If the Plan Administrator, or an individual delegated with the authority to make initial claim determinations, denies any Participant’s or Beneficiary’s claim for benefits under a Plan:

(a) the Plan Administrator or individual delegated with the authority to make initial claim determinations shall notify such Participant or Qualified Spouse of such denial by written notice which shall set forth the specific reasons for such denial; and

(b) the Participant or Qualified Spouse shall be afforded a reasonable opportunity for a full and fair review by the Plan Administrator of the decision to deny his or her claim for Plan benefits in accordance with the claims review procedures provided under the Retirement Plan.

Section 1.3. Service of Process . MMC or such other person as may from time to time be designated by the Plan Administrator shall be the agent for service of process under each Plan.

Section 1.4. No Bond Required . No bond or other security shall be required of the Plan Administrator or any individual to whom the Plan Administrator delegates authority except as may be required by law.

Section 1.5. Limitation of Liability; Indemnity . Except to the extent otherwise provided by law, if any duty or responsibility of the Plan Administrator has been allocated or delegated to any other individual in accordance with any provision of either Plan, then the Plan Administrator shall not be liable for any act or omission of such individual in carrying out such duty or responsibility. MMC shall indemnify and save the Plan Administrator and its members, and each employee or director of MMC harmless against any and all loss, liability, claim,

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damage, cost and expense which may arise by reason of, or be based upon, any matter connected with or related to the Plans or the administration of the Plans (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or in settlement of any such claim) to the fullest extent permitted under applicable law, except when the same is judicially determined to be due to the gross negligence or willful misconduct of the Plan Administrator or such member of the Plan Administrator, employee or director.

Section 1.6. Payment of Expenses . The Plan Administrator and its members shall serve without special compensation. Expenses of plan administration of the Plans shall be paid by MMC.

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ARTICLE II

Amendment and Termination

Section 2.1. Rights Reserved .

(a) Subject to Section 2.2 of this Part III, the Board of Directors may at any time amend or terminate any Plan, retroactively or otherwise, provided that such amendment shall not cause either Plan to violate Section 409A of the Code or Treasury Regulations promulgated thereunder. However, no such amendment or termination shall reduce any Participant’s Equalization Benefit and/or Supplemental Benefit determined as though the date of such amendment or termination were the date of his or her Separation from Service. The Chief Executive Officer or any officer designated by him may amend any Plan to the extent permitted under the Employee Benefit Plan Guidelines adopted by the Board of Directors as of September 18, 2003, as from time to time amended.

(b) Unless the conditions and circumstances for termination and liquidation of any Plan under Treas. Reg. §1.409A-3(j)(4)(ix) are satisfied, no more Employees shall become Participants in the effected Plan, benefits under Article 3 of the effected Plan shall cease to accrue and benefits under the effected Plan shall be distributed in accordance with Article 5 of such Plan.

Section 2.2. Restrictions on Action under 2.1 . Without the express written consent of the Participant, no action taken by the Board of Directors shall adversely affect a Participant’s (or his or her Qualified Spouse’s) right to receive an Equalization Benefit or Supplemental Benefit upon satisfaction by the Participant and Qualified Spouse of the conditions precedent to entitlement to such a benefit as they exist under the terms of each Plan in effect immediately prior to such action, and at the time and on the terms then in effect.

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Section 2.3. Action to Bind Company . Upon the execution of this document by MMC, each other Company designates MMC as its agent to administer the Plans. Any amendment or termination of a Plan by MMC shall be binding upon each other Company.

Section 2.4. Change in Retirement Plan . If the Retirement Plan shall be amended on or after January 1, 2009 to change in any way the benefits applicable to any Participant or Qualified Spouse or shall be replaced in whole or in part by any successor plan, the provisions of each Plan shall apply based on the provisions of the Retirement Plan as so amended, or such successor plan, which are applicable to such Participant or Qualified Spouse; provided, however, that any change to, or replacement of, the Retirement Plan which may have consequences to a Plan under Section 409A of the Code shall not apply such Plan, unless and until, such Plan is specifically amended to reflect such change or incorporate the terms of the successor plan, in a manner that complies with Section 409A of the Code.

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ARTICLE III

Miscellaneous Provisions

Section 3.1. Effective Date . Subject to Section 3.2, the amended and restated Plans shall each be effective on January 1, 2009.

Section 3.2. Pre-2009 Operation . For the period commencing January 1, 2005 and ending December 31, 2008, it was intended that the Plans be administered and operated in good faith compliance with Section 409A of the Code and in accordance with the transition rules provided in IRS Notice 2005-1, IRS Notice 2006-79 and IRS Notice 2007-86, and any actions taken by the Plan Administrator based on good faith reliance or the transition rules are deemed incorporated herein.

Section 3.3. No Duplication of Benefits . Each Plan shall be interpreted in a manner that does result in the duplication of any benefits under such Plan being paid to a Participant, Qualified Spouse, Beneficiary or the Participant’s estate.

Section 3.4. Separability . If any provision of a Plan is held invalid, unenforceable or inconsistent with Section 409A of the Code, its invalidity, unenforceability or inconsistency with Section 409A of the Code shall not affect any other provisions of the Plan, and such Plan shall be construed and enforced as if such provision had not been included therein. Without limiting the application of the preceding sentence, a provision shall be considered invalid if its operation would cause the Retirement Plan to fail to qualify under Section 401(a) of the Code.

Section 3.5. Right of Discharge Reserved . The establishment and maintenance of the Plans shall not be construed to confer upon any Employee any legal right to be retained in

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the employ of a Company or give any Employee or any other person any right to benefits, except to the extent expressly provided for hereunder. All Employees shall remain subject to discharge to the same extent as if the Plans had never been adopted, and may be treated without regard to the effect such treatment may have upon them under the Plans.

Section 3.6. Limitations on Liability . Notwithstanding any other provision of the Plans, no Company nor any employee or agent of a Company shall be liable to any Participant, Qualified Spouse or other person for any claim, loss, liability or expense incurred in connection with the Plans.

Section 3.7. Governing Law and Limitations on Actions . The Supplemental Plan and to the extent any portion of the Benefit Equalization Plan does not constitute an “excess benefit plan” are intended to constitute arrangements that are unfunded and each is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, all within the meaning of ERISA. All rights under each Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans. No action (whether at law, in equity or otherwise) shall be brought by or on behalf of any Participant or Qualified Spouse for or with respect to benefits due under either Plan unless the person bringing such action has timely exhausted the Plan’s claim review procedure. Any action (whether at law, in equity or otherwise) must be commenced within three years. This three (3) year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure and (b) the date such individual’s cause of action first accrued (as determined under the laws of the State of New York without regard to principles of choice of laws).

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Section 3.8. Not Compensation for Other Plans . No compensation payable as a consequence of participation in any of the Plans shall be considered in calculating or determining benefits, coverage or contributions under any employee benefit plan or program, unless otherwise explicitly provided under such plan or program or as otherwise required by applicable law.

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IN WITNESS WHEREOF, MARSH & McLENNAN COMPANIES, INC. has caused this instrument, containing the terms of the Marsh & McLennan Companies Benefit Equalization Plan and the Marsh & McLennan Companies Supplemental Retirement Plan, to be executed this 24th day of December, 2008 by its duly authorized officer.


MARSH & MCLENNAN COMPANIES, INC.

By:		/s/ Leon J. Lichter
		Leon J. Lichter
		Vice President, Corporate Human Resources
		Marsh & McLennan Companies, Inc.

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SCHEDULE A

SPECIAL DEFINITIONS AND RULES APPLICABLE TO SPDA

PURCHASES FOR BENEFITS ACCRUED BEFORE JANUARY 1, 2003

Definitions

Section 1.01. Accrued 1994 Supplemental Benefit - means a Participant’s Supplemental Benefit as of December 31, 1994.

Section 1.02. Threshold Benefit - means a Single Life Annuity of $20,000, commencing at the assumed commencement date set forth herein. The Threshold Benefit was adjusted for increases in the cost-of-living after 1988, the base period, in accordance with procedures adopted by the Plan Administrator in its sole discretion and similar to the procedures used to adjust “primary insurance amounts” under the Social Security Act.

Section 1.03. Applicable Tax Rate - means the combined marginal income tax rate applicable to individuals in each Jurisdiction (giving due regard to the deductibility, creditability, or other adjustments in one Jurisdiction for taxes paid in another) at a point in time, as determined in accordance with uniformly applicable rules and procedures adopted by the Plan Administrator in its sole discretion. Such determination shall be final and binding for purposes of the Plans.

Section 1.04. Applicable Taxes - means the income taxes applicable with respect to SPDA payments (either under all SPDAs held with respect to a Participant or under a particular SPDA, as applicable), as determined in accordance with uniformly applicable rules and procedures adopted by the Plan Administrator in its sole discretion. Such determination shall be final and binding for purposes of the Plans.

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Section 1.05. Contribution - means each amount made available to a Participant, and applied toward the purchase of SPDAs, in accordance with the terms of the Benefit Equalization Plan or the Supplemental Plan, or both of those Plans with respect to benefits that accrued under the Plans before January 1, 2003.

Section 1.06. Custodian - means the bank or other institution selected by a Participant to hold the SPDAs purchased for such Participant.

Section 1.07. Custody Agreement - means the agreement entered into by a Participant and the Custodian selected by him.

Section 1.08. Jurisdiction - means each federal, state or local taxing jurisdiction to which a Participant is subject at a point in time.

Section 1.09. Participant’s Representative - means the individual selected by each Participant pursuant to Section 2.08(c).

Section 1.10. Plan or Plans - means the Benefit Equalization Plan and/or the Supplemental Plan.

Section 1.11. SPDA - means a single premium deferred annuity contract purchased for benefits that accrued under the Plans in Plan Years commencing prior to January 1, 2003.

Section 1.12. SPDA Valuation Date - means a date as determined under Section 2.01(a) or 2.02(b) of this Schedule A.

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Section 1.13. SRP Threshold Benefit - means at any point in time, the applicable Threshold Benefit, reduced (but not below zero) by the annual amount of the Participant’s Equalization Benefit under the Benefit Equalization Plan.

Operating Rules

Section 2.01. BEP Contributions and SPDAs .

(a) Under the BEP, as of December 31, 1987, and each December 31 of any year thereafter through December 31, 2002 and generally on or before the sixtieth (60 ^th ) business day after termination of employment for any reason other than death that occurred prior to January 1, 2003 (each such December 31 or date of termination being an SPDA Valuation Date), Contributions were applied by the Company to the purchase of an SPDA on behalf of each Participant who (i) was vested and (ii) was employed by the Company on the applicable SPDA Valuation Date. The Custodian selected by the Participant holds the SPDA.

(b) Each SPDA purchased pursuant to this Section 2.01 provides a benefit that, when expressed in the form of a Single Life Annuity and after reduction by the amount of Applicable Taxes, equals:

the excess, if any, of the –

(i)

product of (A) one minus the Applicable Tax Rate, multiplied by (B) (I) the Participant’s Equalization Benefit (but only with respect to Equalization Benefits that accrued prior to January 1, 2003), minus (except in the case of a SPDA purchased after the Participant’s termination of employment) (II) the Threshold Benefit, over

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(ii)

net annual aggregate amount that could be provided at the same time and in the same form, after reduction by the amount of Applicable Taxes on the taxable portion thereof, under the SPDAs, if any, previously purchased in accordance with this Schedule A on behalf of the Participant.

Section 2.02. Initial SRP Contributions and SPDAs .

(a) Under the Supplemental Plan, and as of December 31 in each of the years 1994 through 1998, Contributions were made and applied by the Company to purchase an SPDA on behalf of each Participant who (a) was vested, (b) was employed by the Company on such December 31 and (c) had an Accrued 1994 Supplemental Benefit in excess of the SRP Threshold Benefit as of December 31, 1994. Each SPDA purchased pursuant to this Section 2.02 provides a benefit that, when expressed in the form of a Single Life Annuity and after reduction by the amount of Applicable Taxes, equals one fifth ( ¹ / 5 ) of the product of (a) one minus the Applicable Tax Rate, multiplied by (b) the Participant’s Accrued 1994 Supplemental Benefit in excess of the SRP Threshold Benefit as of December 31, 1994. Each SPDA may be combined with the SPDA purchased pursuant to Section 2.02(b) and are held by the Custodian selected by the Participant.

(b) SRP Contributions and SPDAs for Benefits Accrued After December 31, 1994 but Before January 1, 2003 .

(i)

Under the Supplemental Plan, as of December 31, 1994 and as of each December 31 thereafter through December 31, 2002 and generally on or before the sixtieth (60 ^th ) business day after termination of employment for any reason other than death that occurred prior to January 1, 2003 (each

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such December 31 or date of termination being an SPDA Valuation Date), Contributions were made and applied by the Company to the purchase of an SPDA on behalf of each Participant who (a) was vested and (b) was employed by the Company on the applicable SPDA Valuation Date. The Custodian selected by the Participant holds each SPDA.

(ii)

Each SPDA purchased pursuant to this Section 2.02 provides a benefit that, when expressed in the form of a Single Life Annuity to the Participant and after reduction by the Amount of Applicable Taxes, equals:

the excess, if any, of the –

(iii)

product of (A) one minus the Applicable Tax Rate, multiplied by (B) (I) the Participant’s Supplemental Benefit (but only with respect to Supplemental Benefits that accrued prior to January 1, 2003), minus (II) the Participant’s Accrued 1994 Supplemental Benefit and (except in the case of a SPDA purchased after the Participant’s termination of employment), and minus (III) the SRP Threshold Benefit, over

(iv)

the net annual aggregate amount that could be provided at the same time and in the same form, after reduction by the amount of Applicable Taxes on the taxable portion thereof, under the SPDAs, if any, previously purchased in accordance with this Schedule A on behalf of the Participant.

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Section 2.03. (a) Monthly benefits under each SPDA shall commence at the same time, are paid in the same form, and are subject to the same conditions as the Participant’s retirement benefit, or spousal benefit in respect thereof, under the Retirement Plan.

(b) Subject to additional requirements which may be imposed under applicable law, all elections and consents under any SPDA shall be made by each Participant (or beneficiary under the SPDA) in such form and manner and at such time or times as the terms of each SPDA requires.

Section 2.04. Procedures for Custody and Payments Under SPDAs .

(a) The Plan Administrator is obligated to advise the Participant’s Representative of the Participant’s termination of employment and commencement of benefits under the Retirement Plan, whereupon the Participant’s Representative must notify each insurer that has issued a SPDA on behalf of a Participant and take all actions necessary or desirable to commence payments to the Custodian under each SPDA held by the Custodian for the Participant in accordance with its terms.

(b) Each Custody Agreement provides that the Custodian shall collect all payments under a Participant’s SPDAs, withhold and transmit to appropriate taxing authorities in the Jurisdictions all required withholding taxes, and pay the remainder to the Participant, or to the Participant’s beneficiary or beneficiaries under the SPDA, as the case may be, all in accordance with the terms of the SPDA and the Custody Agreement.

(c) Each SPDA provides that the issuing insurer shall determine the portion of each SPDA payment that would be taxable by the Jurisdictions to which the Participant is subject. Such determination shall be final and binding for purposes of the Plans. The Committee established uniformly applicable rules and procedures, if and to the extent necessary, to adjust for any situation in which, at any time, the taxable portion (as determined in accordance with the foregoing principles) of a SPDA payment is different with respect to different Jurisdictions.

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Section 2.05. (a) Each time a SPDA was purchased on behalf of a Participant, generally following his termination of employment for any reason other than death, additional Contributions were permitted to be applied by the Company, if necessary, but generally not after December 31, 2002, to purchase insurance on the life of the Participant, the proceeds of which insurance would be payable to the Company, in the event of the Participant’s death before his or her Annuity Starting Date, and applied, as described below, for the benefit of the surviving Qualified Spouse, if any. The amount of such insurance proceeds is required to be at least equal to the excess, if any, of (i) one-half ( ¹ / 2 ) of the value immediately before the Participant’s death of his or her vested interest in the SPDAs purchased on behalf of the Participant during his or her lifetime over (ii) the sum of (A) the value as of the date of the Participant’s death of the pre-retirement survivor annuity, if any, payable under such SPDAs, plus (B) the value (determined as of such date in accordance with the funding methods and assumptions utilized under the Retirement Plan) of a Single Life Annuity that could provide for annual payments to such surviving Qualified Spouse, commencing as soon as practicable after the Participant’s death, in an amount which, after reduction by the amount of Applicable Taxes on the taxable portion thereof (determined as if such Single Life Annuity were provided under such SPDAs) would equal the product of (I) one minus the Applicable Tax Rate, multiplied by (II) the excess, if any, of (x) the Actual Benefit payable to such surviving Qualified Spouse without regard to any pre-retirement survivor annuity elections that may have been made under the Retirement Plan, over (y) the pre-retirement survivor annuity that would be payable to such surviving Qualified Spouse under the Retirement Plan applying the limitations of Section 415 of the Code to such annuity.

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(b) To the extent practicable or required by law, upon such Participant’s death before his or her Annuity Starting Date, the proceeds of any insurance described above shall be applied, through the purchase of an SPDA or otherwise, for the benefit of the surviving Qualified Spouse, if any.

(c) The Plan Administrator may establish such procedures as it deems appropriate to ensure that the appropriate amount of insurance, if any, shall be in force at all times until each Participant’s Annuity Starting Date.

Section 2.06. Rules for Determining Amount of Contributions .

(a) The rules of this Section determined the amount of Contributions that were utilized to purchase an SPDA.

(b) The Participant’s Equalization Benefit, Supplemental Benefit, Formula Benefit and Actual Benefit were determined on the basis of the Participant’s actual age and service and salary history on the applicable SPDA Valuation Date, and on the assumption that benefit payments would commence on the then earliest date retirement benefits under the Retirement Plan could commence to be paid with respect to the Participant and that all necessary retirement and other elections were duly made; provided, however, that the Actual Benefit was also determined, except in the case of an SPDA purchased after termination of employment, on the basis of the projected maximum allowable benefit payable to or in respect of the Participant at such earliest date under the Tax Limitations, as adjusted in accordance with applicable law enacted and not repealed as of the date of such determination, and provided further that such projection was determined by the enrolled actuary regularly engaged for the Retirement Plan or such other actuary chosen by the Plan Administrator in its sole discretion, and the determination of such actuary was and shall be final and binding on all parties.

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(c) Applicable Taxes and the Applicable Tax Rate were determined on the assumption that the Participant for whom the SPDA was purchased would be subject to the same Jurisdictions when payments under the SPDAs begin as the Jurisdictions to which the Participant is subject when such SPDA was purchased, but taking into account all future changes in income tax rates scheduled, in accordance with applicable law enacted and not repealed as of the date of purchase, to go into effect in such Jurisdictions by the date payments under the SPDAs begin.

(d) The amount of Applicable Taxes was determined by multiplying the Applicable Tax Rate by the taxable portion, as determined by the insurer issuing an SPDA, of each payment that could be provided to the Participant under the SPDAs, and totaling the products thus obtained.

Section 2.07. SPDA Terms .

(a) Each SPDA contains terms consistent with the requirements of each Plan under which an individual is a Participant.

(b) Each SPDA permits payments to be made to the Participant commencing at, but not before, the earliest date the Participant could elect to commence receiving benefits under the Retirement Plan or at any later date, and in any form permitted under the Retirement Plan at the time such SPDA is purchased.

(c) Each SPDA provides that it may not be surrendered, in whole or in part, in exchange for payment of a surrender value.

Section 2.08. Custodian .

(a) Each Participant on behalf of whom an SPDA was purchased under the Benefit Equalization Plan or Supplemental Plan has selected a bank or other financial institution as Custodian to hold all SPDAs purchased on behalf of such Participant, provided that the

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Participant executed a Custody Agreement with such Custodian. A Participant’s selection of a Custodian, and the related Custody Agreement, are subject to approval by the Company, which approval may not have been unreasonably withheld.

(b) The Custodian selected by a Participant holds all SPDAs purchased on behalf of such Participant under the Plans and collects and accumulates payments made under such SPDAs pending the distribution of such payments pursuant to the terms of each Plan. A Participant shall have all rights, title and interests in and to all assets held by the Custodian, subject only to the terms and conditions set forth in each Plan, the Custody Agreement and the SPDAs.

(c) The Company afforded the affected Participants an opportunity to select an individual to serve as each Participant’s Representative to represent such Participant in dealings with the Custodian(s). To the extent that the Plan Administrator has been selected as the Participant’s Representative, all actions taken by the Plan Administrator in his capacity as the Participant’s Representative are and shall be solely as the agent of the Participant and not in any other capacity. The Company pays the reasonable expenses incurred by the Participant’s Representative in the discharge of his duties to the Participant.

Section 2.09. Payment of Tax Withholding .

(a) Within a reasonable time after a Contribution had been used to purchase an SPDA, the Company paid income tax withholding for such Participant, and notified such individual in writing of the amount so paid as soon as possible thereafter but in no event later than thirty (30) days after the close of the Plan Year in which such purchase occurred.

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(b) Such income tax withholding was paid to each Jurisdiction on or before the due date for applicable income tax withholding on wages taxable by such Jurisdiction at the time such Contribution was so used.

(c) Notwithstanding the minimum income tax withholding requirements of such Jurisdiction, the amount of such income tax withholding payment is equal to the product obtained by multiplying (i) the sum of (A) the Contribution plus (B) the amount of such payment by (ii) the Applicable Tax Rate on such date; provided, however, that, if a different withholding payment was required by applicable law, the Plan Administrator, pursuant to uniformly applicable rules and procedures, required appropriate adjustments to any terms of any of the Plans.

Section 2.10. Authorizations . Notwithstanding the foregoing, the Company has no obligations with respect to any Participant or his Qualified Spouse unless such Participant executes such authorizations, if any, as may be necessary for the income tax withholding payments required by this Article to be made.

Section 2.11. Separate Obligation . The Company’s obligations, if any, to make payments (or to correct or adjust any payment as the Company, in its sole and absolute discretion, deems to be necessary or appropriate) described in this Schedule A are deemed to be direct obligations of the Company, and such obligations do not arise under the separate Plans that are unfunded.

Section 2.12. Capitalized Terms . Capitalized terms used in this Schedule A (other than terms otherwise defined herein) that are defined in a Plan shall have the meaning set forth in the Plan.

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Exhibit 10.28

MARSH & McLENNAN COMPANIES, INC.

DIRECTORS’ STOCK COMPENSATION PLAN

January 1, 2009 Restatement

MARSH & McLENNAN COMPANIES, INC.

DIRECTORS’ STOCK COMPENSATION PLAN

January 1, 2009 Restatement

Purpose.

The Marsh & McLennan Companies, Inc. Directors’ Stock Compensation Plan is intended to provide an incentive to members of the Board of Directors of Marsh & McLennan Companies, Inc. who receive fees for their services, to remain in the service of the Company and to encourage such Directors to acquire additional stock ownership interests in the Company.

Definitions.

(a) “Accounting Date” means June 1 ^st of each Plan Year.

(b) “Annual Share Fee” shall mean, the number of shares of Common Stock payable to each Director pursuant to Section 5(b) hereof, as shall be determined by the Committee in its discretion.

(c) “Basic Fee” means the annual retainer specified in a dollar amount payable to a Director during each Plan Year (at the rate in effect on the Accounting Date of such Plan Year) for such Director’s services on the Board (exclusive of the Annual Share Fee and of any amounts payable with respect to service on a committee of the Board or other committee of Directors or for attendance at Board or committee meetings).

(d) “Board” means the Board of Directors of the Company.

(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(f) “Code Section 409A” means Section 409A of the Code and the regulations and other guidance issued thereunder.

(g) “Committee” means the Directors and Governance Committee of the Board.

(h) “Common Stock” means the common stock, par value $1.00 per share, of the Company.

(i) “Company” means Marsh & McLennan Companies, Inc., a Delaware corporation.

(j) “Deferral Election” has the meaning set forth in Section 5(d) hereof.

(k) “Deferred Shares” has the meaning set forth in Section 5(d) and including any Dividend Equivalents credited thereon as described in Section 5(e) hereof. In addition, “Deferred Shares” include converted phantom stock units held as of June 1, 1995 by Directors pursuant to a deferral agreement or arrangement between the Company and the Director.

(l) “Dividend Equivalents” has the meaning set forth in Section 5(e).

(m) “Director” means a member of the Board who receives fees for his or her services.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Fair Market Value” on any given date means, except as otherwise provided in Section 5(g) hereof, the average of the high and low prices of the Common Stock on the New York Stock Exchange on the last trading day preceding such date.

(p) “Maximum Cash Compensation” means the aggregate amount payable to a Director for such Director’s services on the Board (including any amounts payable with respect to service on a committee of the Board or other committee of Directors or for attendance at Board or committee meetings, but excluding (i) the Annual Share Fee and (ii) the portion of the Basic Fee with respect to which shares of Common Stock are issuable pursuant to Section 5(a) hereof).

(q) “Plan” means the Marsh & McLennan Companies, Inc. Directors’ Stock Compensation Plan, as in effect from time to time.

(r) “Plan Year” means the twelve-month period commencing June 1 ^st and ending on the following May 31 ^st .

Administration of the Plan.

The Plan shall be administered by the Committee. The Committee shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined by a majority of the members of the Committee, except that the Committee may authorize any one or more of its members, or any officer of the Company, to execute and deliver documents on behalf of the Committee. The determination of such majority shall be final and binding in all matters relating to the Plan. No member of the

Committee shall be liable for any act done or omitted to be done by such member or by any other member of the Committee in connection with the Plan, except for such member’s own willful misconduct or as expressly provided by statute.

Common Stock Reserved for the Plan.

The number of shares of Common Stock authorized for issuance under the Plan, as adjusted pursuant to Section 6 hereof for events prior to May 15, 2003, is 1,500,000, including Deferred Shares, whether anticipated to be distributed as shares or paid in cash, subject to further adjustment pursuant to Section 6 hereof for events subsequent to May 15, 2003. Shares of Common Stock delivered hereunder may be either authorized but unissued shares or previously issued shares reacquired and held by the Company.

Terms and Conditions of Grants.

(a) Mandatory Portion of Basic Fee. On each Accounting Date each Director shall automatically receive a number of shares of Common Stock with a Fair Market Value on such Accounting Date equal to one-quarter (1/4) of his or her Basic Fee payable during the Plan Year which commences on such Accounting Date. Such shares of Common Stock (including fractional shares) shall be received in lieu of the payment of cash in respect of one-quarter (1/4) of such Basic Fee and shall be transferred on such Accounting Date in accordance with Section 5(f) hereof, except to the extent that a Deferral Election shall be in effect with respect to such shares or to the extent that Section 5(g) hereof applies.

(b) Annual Share Fee. On each Accounting Date, each Director shall automatically receive an Annual Share Fee as additional annual compensation for such Director’s services on the Board.

(c) Elective Portion of Maximum Cash Compensation. Each Director may elect that a designated percentage (in increments of 10%) of his or her future Maximum Cash Compensation be paid in shares of Common Stock. Such shares of Common Stock (including fractional shares) shall be received in lieu of the payment of cash in respect of the designated percentage of future Maximum Cash Compensation payable for services rendered in the quarters ended August 15 ^th , November 15 ^th , February 15 ^th and May 15 ^th , as the case may be. Such shares of Common Stock shall be transferred in accordance with Section 5(f) hereof, except to the extent that a Deferral Election shall be in effect with respect to such shares or to the extent that Section 5(g) hereof applies. An election hereunder shall be in the form of a document executed and filed with the Secretary of the Company and shall remain in effect until the effectiveness of any modification or revocation.

(d) Deferral Election. With respect to (i) the portion of the Basic Fee payable in Common Stock under Section 5(a) hereof, (ii) the Annual Share Fee payable in Common Stock under Section 5(b) hereof and (iii) the designated percentage of

Maximum Cash Compensation payable in Common Stock under Section 5(c) hereof, each Director may elect to defer the receipt (a “Deferral Election”) of all or any portion of the shares of Common Stock otherwise transferable pursuant to Section 5(f) hereof. In such event, there shall be credited to an account maintained on behalf of such Director, as of the date on which shares would otherwise be transferred hereunder, a number of Shares (“Deferred Shares”) equal to the number of shares otherwise transferable.

A Deferral Election hereunder shall be in the form of a document established for such purpose by the Committee that is executed by the Director and filed with the Secretary of the Company prior to the time established by the Committee, which in no event shall be later than the end of the calendar year preceding the year in which the fees or compensation to which such election relates will be earned. Any such election will remain in effect until so modified or revoked in accordance with rules established by the Committee. With respect to director fees or compensation already earned, deferral elections may be modified within the sole discretion of the Committee subject to such conditions and restrictions as the Committee determines are necessary or appropriate including, without limitation, to comply with federal income tax law and rules. Notwithstanding anything else in this Plan, the Committee may, in its sole discretion, accelerate the distribution of Deferred Shares in cases of extreme emergency or hardship; provided, however, that for any Deferred Shares under this Plan which are subject to Code Section 409A, such distribution must comply with the unforeseeable emergency or hardship provisions of Code Section 409A.

The Director shall elect (a) that Deferred Shares be distributed in a lump sum or in annual installments (not exceeding 10), and (b) that the lump sum or first installment be distributed on the tenth day of the calendar year immediately following either (i) the year in which the Director ceases to be a Director of the Company or (ii) the earlier of the year in which the Director ceases to be a Director of the Company or a date designated by the Director; provided, however, that any such election shall be subject to Section 5(g) hereof. Installments subsequent to the first installment shall be distributed on the tenth day of each succeeding calendar year until all of the Director’s Deferred Shares shall have been distributed.

In the event the Director should die before all of the Director’s Deferred Shares have been distributed, the balance of the Deferred Shares shall be distributed in a lump sum to the beneficiary or beneficiaries designated in writing by the Director, or if no designation has been made, to the estate of the Director.

All lump sum distributions of Deferred Shares shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares. The number of shares to be distributed on each installment date to a Director who has elected to receive shares in annual installments shall be determined by multiplying the number of Director’s remaining Deferred Shares by a fraction the numerator of which is one and the denominator of which is the then remaining number of annual installments (including the immediate installment); all such distributions shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares for the final installment and fractional shares to be rounded to the nearest whole number for all other installments.

(e) Dividend Equivalents. Deferred Shares shall be credited with an amount equal to the dividends which would have been paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents shall be credited (i) as of the payment date of such dividends, and (ii) only with respect to Deferred Shares credited to such Director prior to the record date of the dividend. Deferred Shares held pending distribution shall continue to be credited with Dividend Equivalents.

Dividend Equivalents so credited shall be converted into an additional number of Deferred Shares as of the payment date of the dividend (based on the Fair Market Value on such payment date). Such Deferred Shares shall thereafter be treated in the same manner as any other Deferred Shares under the Plan.

(f) Transfer of Shares. All shares transferable pursuant to this Section 5(f) will be so transferred unless the Director has made a Deferral Election pursuant to Section 5(d) hereof, in which case only those shares that are not subject to the Deferral Election will be so transferred.

Shares of Common Stock issuable to a Director under Sections 5(a) and 5(b) hereof shall be transferred to such Director as of each Accounting Date. The total number of shares of Common Stock to be so transferred under Section 5(a) hereof shall be determined by dividing (w) one-quarter (1/4) of such Director’s Basic Fee payable during the Plan Year commencing on such Accounting Date by (x) the Fair Market Value of a share of Common Stock on such Accounting Date. Shares of Common Stock issuable to a Director under Section 5(c) hereof shall be transferred to such Director on August 31 ^st , November 30 ^th , February 28 ^th and May 31 ^st of each Plan Year. The total number of shares of Common Stock to be so transferred on each such date shall be determined by dividing (y) the product of (1) the percentage specified by the Director pursuant to Section 5(c) hereof and (2) the Director’s Maximum Cash Compensation payable for services rendered in the quarter ending on August 15 ^th , November 15 ^th , February 15 ^th or May 15 ^th of such Plan Year, as the case may be, by (z) the Fair Market Value of a share of Common Stock on such date. The registrar for the Company will make an entry on its books and records evidencing that such shares (including any fractional shares) have been duly issued as of such dates; provided, however, that a Director may in the alternative elect in writing prior thereto to receive a stock certificate representing the number of whole such shares acquired plus cash in lieu of any fractional shares.

(g) Change in Control. Upon a Change in Control, all Deferred Shares, to the extent credited prior to the Change in Control, shall be paid immediately in cash. For purposes of this Section 5(g), with respect to determining the cash equivalent value of a Deferred Share, the Fair Market Value of such a Deferred Share shall be deemed to equal the greater of (i) the highest Fair Market Value per share at any time

during the 60-day period preceding a Change in Control and (ii) the price of a share of Common Stock which is paid or offered to be paid, by any person or entity, in connection with any transaction which constitutes a Change in Control pursuant to this Section 5(g).

For purposes of the Plan, a “Change in Control” shall have occurred if:

(i) any “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this Section 5(g)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity (or any parent of the Company or such surviving entity) outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as herein above defined) acquired more than 50% of the combined voting power of the Company’s then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect);

provided, however, that for any Deferred Shares under this Plan which are subject to Code Section 409A, a “Change in Control” shall have occurred if:

(i) any “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), or more than one person acting as a group is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any twelve-month period, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii) there is consummated a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving entity (or any parent of the Company or such surviving entity) outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as herein above defined) or more than one person acting as a group acquired 50% or more of the combined voting power of the Company’s then outstanding securities; or

(iv) during any twelve-month period, any person or more than one person acting as a group acquires all or substantially all of the Company’s assets (or any transaction having a similar effect); provided that such assets have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company and its subsidiaries.

Effect of Certain Changes in Capitalization.

In the event of any recapitalization, stock split, reverse stock split, stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Common Stock, the maximum number or class of shares available under the Plan, and the number or class of shares of Common Stock to be delivered hereunder shall be adjusted by the Committee to reflect any such change in the number or class of issued shares of Common Stock.

Term of Plan.

The Plan shall remain in effect until all authorized shares have been issued, unless sooner terminated by the Board.

Amendment; Termination.

The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part.

Rights of Directors.

Nothing contained in the Plan or with respect to any grant shall interfere with or limit in any way the right of the stockholders of the Company to remove any Director from the Board, nor confer upon any Director any right to continue in the service of the Company as a Director.

10.

General Restrictions.

(a) Investment Representations. The Company may require any Director to whom Common Stock is issued, as a condition of receiving such Common Stock, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Common Stock for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with Federal and applicable state securities laws.

(b) Compliance with Securities Laws. Each issuance shall be subject to the requirement that, if at any time counsel to the Company shall determine that the

listing, registration or qualification of the shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance of shares hereunder, such issuance may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

(c) Nontransferability. Deferred Shares under the Plan shall not be transferable by a Director other than by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

11.

Code Section 409A.

Deferred Shares under this Plan that were deferred before January 1, 2005 are intended to the maximum extent possible to be exempt from the application of Code Section 409A. To the extent that any such Deferred Shares deferred prior to January 1, 2005 are or become subject to the application of Section 409A, and with respect to Deferred Shares deferred on or after January 1, 2005, the Plan is intended to comply with the requirements of Code Section 409A. The provisions hereof shall be interpreted in a manner that satisfies the requirements of Code Section 409A and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Deferral Election would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict . Notwithstanding anything in the Plan to the contrary, if a Director is determined under rules adopted by the Committee to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), payment hereunder shall be delayed to the extent necessary to avoid a violation of Code Section 409A.

12.

Withholding.

The Company may defer making payments under the Plan until satisfactory arrangements have been made for the payment of any Federal, state or local income taxes required to be withheld with respect to such payment or delivery.

13.

Governing Law.

The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.

14.

Headings.

The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan.

MARSH & McLENNAN COMPANIES, INC.

DIRECTORS’ STOCK COMPENSATION PLAN

ANNEX I

Purpose.

Pursuant to resolutions adopted by the Board of Directors of Marsh & McLennan Companies, Inc. on May 21, 1997, the Advisory Director program was discontinued and, in recognition of such discontinuance, those nine Directors who, as of May 20, 1997, had been receiving compensation for their services as members of the Board (the “Designated Directors”) with the reasonable expectation that they would participate in the Advisory Director program upon retirement from the Board, were each granted 2,000 shares of Common Stock (together with additional shares purchased with dividends as provided in Section 4 hereof, the “Supplemental Grant Shares”) to be held in a custodial account controlled by the Company for later delivery to the Designated Director. This Annex I to the Marsh & McLennan Companies, Inc. Director Stock Compensation Plan (the “Plan”) is intended to establish the terms and conditions under which the Supplemental Grant Shares are to be held and administered by the Company and distributed to the Designated Directors.

The Plan.

This Annex I to the Plan is a supplement to and is part of the Plan, applicable only to the Designated Directors (namely, Lewis W. Bernard, Robert F. Erburu, Ray J. Groves, Richard S. Hickok, Richard M. Morrow, George Putnam, Adele Smith Simmons, Frank J. Tasco and R.J. Ventres) and only with respect to the Supplemental Grant Shares. The Plan, exclusive of this Annex I, is hereinafter referred to as the “Basic Plan.” Unless otherwise specified herein or it is clear from the context, the provisions of, including the definitions contained in, the Basic Plan, as in effect from time to time, shall apply to this Annex I.

Common Stock Reserved.

The Supplemental Grant Shares shall be included in the shares of Common Stock authorized for issuance under the Plan pursuant to, and be subject to the numerical limitation contained in, Section 4 of the Basic Plan. However, the Supplemental Grant Shares to be delivered shall be exclusively previously issued shares reacquired and held by the Company, i.e., treasury shares.

Custodial Account; Distribution.

The Supplemental Grant Shares shall be held for each Designated Director in a custodial account maintained by the Company. Cash dividends paid with respect to Supplemental Grant Shares shall be used to purchase

from the Company additional shares to be included in the Designated Director’s account as additional Supplemental Grant Shares. Unless the Designated Director has elected to defer distribution as provided in Section 5 hereof, and subject to the provisions of Sections 6 and 7 hereof, the Supplemental Grant Shares shall be distributed to the Designated Director (in whole shares of Common Stock and cash in lieu of any fractional shares) on retirement from the Board on attaining the age of 72 years, whichever shall be later (the “Normal Distribution Date”).

Deferral Election.

A Designated Director, independent of any election made under the Basic Plan with respect to Deferred Shares, may elect to defer the receipt (a “Supplemental Deferral Election”) of all or any portion of the Supplemental Grant Shares otherwise distributable pursuant to Section 4 hereof by executing and filing with the Secretary of the Company a document (the “Supplemental Deferral Election Form”) as described below.

In such case, the Supplemental Grant Shares subject to the Supplemental Deferral Election (the “Supplemental Deferred Shares”) shall continue to be held in a custodial account maintained by the Company (and continue to be Supplemental Grant Shares as defined in this Annex I to the Plan). Subject to provisions of Sections 6 and 7 hereof, the Supplemental Deferred Shares shall be distributed to the Designated Director as set forth in the Supplemental Deferral Election Form. The Supplemental Deferral Election Form shall specify the percentage (in increments of 10%, the minimum being 10% and the maximum being 100%) of the Supplemental Grant Shares for which the Supplemental Deferral Election is being made and that distribution of the Supplemental Deferred Shares shall occur either in a lump sum on the tenth day of the calendar year next following the Normal Distribution Date or in annual installments (in such number, not exceeding ten, as the Designated Director shall elect) commencing on such tenth day and continuing on the tenth day of each succeeding calendar year until all of the Designated Director’s Supplemental Deferred Shares have been distributed. Notwithstanding the foregoing provisions of this Section 5, the Committee may, in its sole discretion, accelerate the distribution of Supplemental Deferred Shares in cases of extreme emergency or hardship. A lump sum distribution of Supplemental Deferred Shares shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares. The number of shares to be distributed on each installment date to a Designated Director who has elected to receive shares in annual installments shall be determined by multiplying the number of the Designated Director’s remaining Supplemental Deferred Shares by a fraction the numerator of which is one and the denominator of which is the then remaining number of annual installments (including the immediate installment); except for distributions being made to a book-entry account maintained for the Designated Director which allows for fractional shares, all such distributions shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares for the final installment and fractional shares to be rounded to the nearest whole number for all other installments.

Death.

In the event the Designated Director should die before all of his or her Supplemental Grant Shares have been distributed, all undistributed Supplemental Grant Shares shall be distributed in a lump sum (in whole shares of Common Stock and cash in lieu of any fractional shares) to the beneficiary or beneficiaries designated in writing by the Designated Director, or if no designation has been made, to the estate of the Designated Director. Any beneficiary designation in effect with respect to the Basic Plan, as provided in Section 5(d) thereof, shall be deemed to be a designation pursuant to this Section 6 as well, unless the Designated Director has made a separate designation pursuant hereto.

Change in Control.

Upon a Change in Control, the Supplemental Grant Shares shall be deemed to be “Deferred Shares” under the Basic Plan with respect to the provisions of Section 5(g) thereof, which section shall be deemed applicable to the Supplemental Grant Shares.

Nontransferability.

Until the Supplemental Grant Shares are delivered to the Designated Director, such shares shall not be transferable other than by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

EXHIBIT 10.32

M. MICHELE BURNS

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS , M. Michele Burns (the “ Executive ”) and Marsh & McLennan Companies, Inc. (“ MMC ” or the “ Company ”) previously entered into an Employment Agreement (the “Agreement”) on March 1, 2006 to embody in the Agreement the terms and conditions of the Executive’s employment by the Company or a subsidiary; and

WHEREAS , the Executive and the Company previously amended the Agreement on September 25, 2006; and

WHEREAS , the Executive and the Company desire to further amend the Agreement as set forth below to comply with Section 409A and to make certain other revisions.

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth below, the Executive and the Company hereby amend the Agreement as follows:

1.	Section 3.2 is amended by adding the following to the end thereof:

Notwithstanding the foregoing, in no event shall the annual bonus be paid later than March 15 of the year following the year with respect to which such bonus is payable.

2.	Section 3.10 is amended to read as follows:

3.10 Indemnification . The Executive shall be entitled to indemnification in accordance with the Company’s by-laws as in effect on the date hereof, subject to applicable law. Any expenses (including damages, losses, judgments, fines, penalties, settlements, costs, attorneys’ fees, and expenses of establishing a right to indemnification), that are subject to such indemnification and are or may be incurred in connection with a proceeding shall be paid by the Company in advance within 30 days of a request by the Executive, which shall be accompanied by documentation substantiating such expenses. Executive shall promptly deliver to the Company an undertaking, in such form as the Company shall specify, to reimburse the Company for expenses to which Executive is adjudged not to be entitled to indemnification.

3.	Section 5.2 is amended to read as follows:

5.2 Termination by the Executive . The Executive shall have the right, subject to the terms of this Agreement, to terminate her employment at any time with or without “Good Reason”. For purposes of this Agreement, “ Good Reason ,” shall mean the occurrence of any of the following during the Term, without the Executive’s prior written consent (provided that an isolated, insubstantial or inadvertent action not taken in bad faith shall not constitute Good Reason): (A) a material diminution in the

Executive’s position (including status, offices, titles, and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement; (B) any removal of the Executive from her position as Chairman and Chief Executive Officer of Mercer (US) Inc.; (C) any failure by the Company to comply with the provisions of Article 3 hereof; (D) a failure by the Company to comply with any other material provision of this Employment Agreement; or (E) a change in the Executive’s principal work location to more than 50 miles from her current work location. The Executive must give the Company written notice, in accordance with Section 6.2 hereof of any Good Reason termination of employment within 30 days of the first occurrence (as determined without regard to any prior occurrence that was subsequently remedied by the Company) of a Good Reason circumstance set forth above. Such notice must specify which of the circumstances set forth above the Executive is relying on and the particular action(s) or inaction(s) giving rise to such circumstance. The Good Reason termination must be effective no earlier than 30 days after the Executive’s delivery of the written notice and no later than 60 days after the occurrence of the circumstance giving rise to Good Reason; provided, however, that the Company may remedy such circumstances within 30 days after receipt of the written notice.

4.	The following language should be inserted following the fourth sentence of Section 5.5(d):

Provided that the Executive is eligible to elect continuation of group medical and dental coverage as provided under COBRA at the time of the Executive’s termination of employment, the Executive may receive the welfare benefit described below (the “Welfare Benefit”) in lieu of such COBRA continuation coverage. The Welfare Benefit will provide continuation of group welfare coverage comparable to the coverage provided to similarly-situated active participants for 12 months following the Executive’s termination of employment, followed immediately by coverage for a period, and on a basis, that is substantially similar to the COBRA continuation coverage that would apply if the Executive’s termination of employment occurred at the conclusion of such 12-month period. The premium contribution for the first 12 months shall be the same as the premium contribution for similarly-situated active participants, except that the Executive’s premium contribution shall be made on an after-tax basis and the Company will impute taxable income equal to the difference between the premiums paid by the Executive and the full premium cost for similarly situated COBRA participants. Thereafter, the premium contribution shall be the same as for similarly-situated COBRA participants. Provision of the Welfare Benefit is subject to the Executive satisfying and continuing to satisfy all requirements necessary to maintain such coverage, including without limitation, paying her share of all required premiums on a timely basis. The Company will not provide the Executive with any additional compensation should she choose not to elect the Welfare Benefit.

5.	The first sentence of Section 5.6 is amended to read as follows:

Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason (i) during the 6-month period immediately preceding the occurrence of a Change in Control (as defined in the Company’s 2000 Senior Executive Incentive and Stock Award Plan, as in effect on the date of the

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Change in Control) or (ii) during the 2-year period immediately following a Change in Control, the Executive shall be entitled to receive, in addition to the Accrued Obligations and the Welfare Benefit, promptly following the later of such termination and such Change in Control, a lump sum amount equal to 200% times the Annual Compensation (as defined in Section 5.5(d) hereof).

6.	Section 5.7 is amended to read as follows:

5.7 Conditions and Timing of Payment . Any payments or benefits made or provided pursuant to this Article 5 (other than the Accrued Obligations) are subject to the Executive’s:

(a) compliance with the provisions of Article 4 and Section 5.9 hereof (provided that this shall not affect the payment to the Executive provided for below in this Section 5.7 unless the Executive is in material breach of any of such provisions as of the time such payment is to be made);

(b) delivery to the Company of an executed General Release, which is not revoked before it becomes irrevocable (the “ Irrevocability Date ”). The General Release shall be substantially in the form attached hereto as Exhibit A, with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose; and

(c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

The items referred to in Sections 5.7(b) and 5.7(c) shall be delivered to the Company in time to allow payments hereunder to qualify as “short term deferrals” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

Subject to Section 6.12(a), any amounts due following a termination under this Agreement (other than the Accrued Obligations) shall be paid to the Executive within thirty (30) days of the Irrevocability Date, but in no event later than the time necessary for the payment of such amounts to qualify as a “short term deferral” for purposes of Section 409A. Regardless of whether the General Release has been executed by the Executive, upon any termination of the Executive’s employment, the Executive shall be entitled to receive the Accrued Obligations within thirty (30) days after the date of termination or in accordance with the applicable plan, program or policy.

7.	Section 6.12 is amended to read as follows:

6.12 Section 409A .

(a) Notwithstanding the due date of any post-employment payments, if at the time of the termination of employment the executive is a “specified employee” (as

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defined in Section 409A), the Executive will not be entitled to any payments upon termination of employment until the earlier of (i) the date which is six (6) months after the termination of employment for any reason other than death or (ii) the date of the Executive’s death. The provisions of this paragraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A.

(b) It is intended that this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the Treasury regulations relating thereto so as not to subject the Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this objective, to the extent that any regulations or other guidance issued under Section 409A would result in the Executive being subject to payment of “additional tax” under Section 409A, the parties agree to use their best efforts to amend this Agreement in order to avoid the imposition of any such “additional tax” under Section 409A, which such amendment shall be designed to minimize the adverse economic effect on the Executive without increasing the cost to the Company (other than transactions costs), all as reasonably determined in good faith by the Company and the Executive to maintain to the maximum extent practicable the original intent of the applicable provisions. This Section 6.12 does not guarantee that payments under this Agreement will not be subject to “additional tax” under Section 409A.

WITNESS WHEREOF , each of the parties hereto has duly executed this amendment to the Agreement on this 12th day of December, effective as of December 31, 2008.


MARSH & MCLENNAN COMPANIES, INC.

By:		/s/ Brian Duperreault
		Brian Duperreault
		President & Chief Executive Officer

		/s/ M. Michele Burns
		M. Michele Burns

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Exhibit 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries

Ratio of Earnings to Fixed Charges

(In millions, except ratios)


	Years Ended December 31,
	2008			2007		2006		2005		2004
Earnings
Income before income taxes and minority interest	$	619	(a)	$	847	$	912	$	302	$	283
Interest expense		220			267		303		332		219
Portion of rents representative of the interest factor		156			170		170		149		153
	$	995		$	1,284	$	1,385	$	783	$	655

Fixed Charges
Interest expense	$	220		$	267	$	303	$	332	$	219
Portion of rents representative of the interest factor		156			170		170		149		153
	$	376		$	437	$	473	$	481	$	372
Ratio of Earnings to Fixed Charges		2.6			2.9		2.9		1.6		1.8

(a)	Excludes the non-cash goodwill impairment charge of $540 million recorded in the Risk Consulting & Technology segment in 2008.

Exhibit 21

Marsh & McLennan Companies, Inc.

List of Subsidiaries

as of 2-18-2009


	Company Name	Domicile
1	1302318 Ontario Inc.	Canada
2	600 North Pearl Inc.	Texas
3	964886 Ontario, Inc.	Canada
4	A. Constantinidi & CIA. S.C.	Uruguay
5	Administradora de Inmuebles Fin, S.A. de C.V.	Mexico
6	Admiral Holdings Limited	United Kingdom
7	AFCO Premium Acceptance Inc.	California
8	AFCO Premium Credit LLC	Delaware
9	Affinity Financial, Incorporated	Iowa
10	Aldgate Investments Limited	Bermuda
11	All Asia Sedgwick Insurance Brokers Corporation	Philippines
12	American Overseas Management Corporation (Canada)	Canada
13	APRIMAN, Inc.	California
14	Assivalo Comercial E Representacoes Ltda.	Brazil
15	Assur Conseils Marsh S.A.	Senegal
16	Australian World Underwriters Pty Ltd.	Australia
17	B.R.W. Insurance & Financial Services Limited (in liquidation)	Ireland
18	Bain Clarkson Reinsurance Pty Ltd.	Australia
19	Beatlance Limited (in liquidation)	United Kingdom
20	Biondo, L.L.C.	New Jersey
21	Boral Benefits Management Inc.	California
22	Bowring (Bermuda) Investments Ltd.	Bermuda
23	Bowring Marine Limited	United Kingdom
24	Bowring Marsh (Bermuda) Ltd.	Bermuda
25	Bowring Marsh Limited	United Kingdom
26	BRW Insurance Brokers Limited (in liquidation)	Ireland
27	ByS Servicios Especiales, Agente de Seguros, S.A. de C.V.	Mexico
28	C.T. Bowring and Associates (Private) Limited	Zimbabwe
29	C.T. Bowring Ireland Limited (in liquidation)	Ireland
30	C.T. Bowring Limited	United Kingdom
31	Capatho AB	Sweden
32	CarLease Luxembourg SA	Luxembourg
33	Casualty Insurance Company Service, Inc.	California
34	Cecar Brasil Administracao e Corretagem de Seguros Ltda.	Brazil
35	Chronos Insurance Brokers Pty Limited	Australia
36	Claims and Recovery Management (Australia) Pty Limited	Australia
37	Compañias DeLima S.A.	Colombia
38	Confidentia Life Insurance Agency Ltd.	Israel
39	Confidentia Marine Insurance Agency (1983) Ltd.	Israel
40	Constantinidi Marsh SA	Uruguay
41	Consultores 2020 C.A.	Venezuela
42	Consultores de Proteccion y Riesgos Ltda.	Colombia


43	Consultores en Garantias, S.A. de C.V.	Mexico
44	Corporate Resources Group (Holdings) Limited	Virgin Islands, British
45	Corporate Risk Limited	United Kingdom
46	Corporate Systems, Inc.	Nevada
47	Countryside, Inc	Tennessee
48	CRG (India) Private Ltd.	India
49	CRG (Singapore) Pte Ltd	Singapore
50	CRG (Thailand) Ltd.	Thailand
51	CRG A/S (in liquidation)	Denmark
52	CRG Finland OY	Finland
53	CRG HR SDN BHD	Malaysia
54	CRG Iberica, SL	Spain
55	CRG Ltd.	Hong Kong
56	CRG Sverige AB	Sweden
57	Crucible, Inc.	Virginia
58	Cruiselook Limited	United Kingdom
59	CS STARS LLC	Delaware
60	Cullen Egan Dell Limited	New Zealand
61	Cumberland Brokerage Limited	Bermuda
62	DCC Singapore Ventures Pte Ltd.	Singapore
63	DCC Ventures, Inc.	Delaware
64	DeLima Marsh S.A. - Los Corredores de Seguros S.A.	Colombia
65	DeLima Mercer (Colombia) Ltda.	Colombia
66	DeLima Mercer Agencia de Seguros Ltda.	Colombia
67	Delta Organization & Leadership GmbH	Germany
68	Delta Organization & Leadership Limited	United Kingdom
69	Delta Organization & Leadership LLC	Delaware
70	Delta Organization & Leadership SAS	France
71	Deutsche Post Assekuranz Vermittlungs GmbH	Germany
72	Don A. Harris & Associates, Inc.	Nevada
73	DVA - Deutsche Verkehrs-Assekuranz-Vermittlungs GmbH	Germany
74	EnBW Versicherungs Vermittlung GmbH	Germany
75	Encompass Insurance Agency Pty Ltd.	Australia
76	Encon Group Inc./Groupe Encon Inc.	Canada
77	Encon Holdings, Inc.	Canada
78	English Pension Trustees Limited	United Kingdom
79	Epsilon Insurance Company, Ltd.	Cayman Islands
80	Excess and Treaty Management Corporation	New York
81	Exmoor Management Company Limited	Bermuda
82	Fact Finders (Asia) Ltd.	Isle of Man
83	Fact Finders (Singapore) Pte Ltd.	Singapore
84	FDC Acquisition, Inc.	Colorado
85	Fernando Mesquida y Asociados SA	Argentina
86	Financial Research, Inc.	Pennsylvania
87	FPR Limited	United Kingdom
88	Gem Insurance Company Limited	Bermuda
89	General de Courtage D’Assurance	Togo
90	Gerenciadora de Riesgos S.A.	Argentina


91	Gradmann & Holler GbR	Germany
92	GSC Grupo de Servicos a Cortoes de Credito S/C Ltda.	Brazil
93	Guy Carpenter & Cia (Mexico) S.A. de C.V.	Mexico
94	Guy Carpenter & Cia., S.A.	Spain
95	Guy Carpenter & Co. Labuan Ltd.	Malaysia
96	Guy Carpenter & Company (Pty) Limited	South Africa
97	Guy Carpenter & Company AB	Sweden
98	Guy Carpenter & Company B.V.	Netherlands
99	Guy Carpenter & Company Corredores de Reaseguros Limitada	Chile
100	Guy Carpenter & Company GmbH	Germany
101	Guy Carpenter & Company Limited	Ireland
102	Guy Carpenter & Company Limited	United Kingdom
103	Guy Carpenter & Company Limited	New Zealand
104	Guy Carpenter & Company Peru Corredores de Reaseguros S.A.	Peru
105	Guy Carpenter & Company Private Limited	Singapore
106	Guy Carpenter & Company Pty. Limited	Australia
107	Guy Carpenter & Company S.A. (Uruguay)	Uruguay
108	Guy Carpenter & Company S.r.l.	Italy
109	Guy Carpenter & Company Venezuela, C.A.	Venezuela
110	Guy Carpenter & Company, Limited	Hong Kong
111	Guy Carpenter & Company, LLC	Delaware
112	Guy Carpenter & Company, Ltd./Guy Carpenter & Compagnie, Ltee	Canada
113	Guy Carpenter & Company, Ltda.	Brazil
114	Guy Carpenter & Company, S.A.	Belgium
115	Guy Carpenter & Company, S.A.	Argentina
116	Guy Carpenter & Company, S.A.S.	France
117	Guy Carpenter Colombia Corredores de Reaseguros Ltda.	Colombia
118	Guy Carpenter Japan, Inc.	Japan
119	Guy Carpenter Mexico Intermediario de Reaseguro, S.A. de C.V.	Mexico
120	Guy Carpenter Reinsurance Brokers Philippines, Inc.	Philippines
121	Hansen International Limited	Delaware
122	Heath Fiji Limited	Fiji
123	Heath Lambert Re Pty Limited	Australia
124	HL Minors Pty Ltd.	Australia
125	HLG Australasia Pty Ltd.	Australia
126	IFR Investigative Research Inc.	Canada
127	Industrial Risks Protection Consultants	Nigeria
128	InPhoto Surveillance, Inc.	Illinois
129	Insbrokers Ltda.	Uruguay
130	InSolutions Limited	United Kingdom
131	Insurance Brokers of Nigeria Limited	Nigeria
132	Insurance Finance Australia Pty Ltd.	Australia
133	Inter Cora	Niger
134	Interlink Securities Corp.	California
135	Inverbys, S.A. de C.V.	Mexico
136	Invercol 2 Limited	Bermuda
137	Invercol Limited	Bermuda
138	Irish Pensions Trust Limited	Ireland


139	J & H Marsh & McLennan Ireland Limited (in liquidation)	Ireland
140	J&H Benefits Plus, Inc.	Philippines
141	J&H Marsh & McLennan (UK) Limited	United Kingdom
142	J&H Marsh & McLennan Limited	Hong Kong
143	J&H Marsh & McLennan Norway A.S.	Norway
144	James Wigham Poland International Limited	United Kingdom
145	Japan Affinity Marketing, Inc.	Japan
146	Johnson & Higgins (Bermuda) Limited	Bermuda
147	Johnson & Higgins Holdings Limited	United Kingdom
148	Johnson & Higgins Intermediaries (Cayman) Ltd.	Cayman Islands
149	Johnson & Higgins Ireland Limited (in liquidation)	Ireland
150	Johnson & Higgins Limited	United Kingdom
151	Johnson & Higgins Management Services, Ltd.	Bermuda
152	Johnson & Higgins Willis Faber (U.S.A.) Inc.	New York
153	Johnson & Higgins Willis Faber Holdings, Inc.	New York
154	K.A. Uruguay SRL	Uruguay
155	KA de Mexico de S de R de CV	Mexico
156	KA Services de Mexico	Mexico
157	Kagis, LLC	Delaware
158	KCMS, Inc.	Delaware
159	Kessler & Co Inc.	Switzerland
160	Kessler Financial Services Inc	Switzerland
161	Kessler Prevoyance Inc.	Switzerland
162	Kininmonth Lambert Australia Pty Ltd.	Australia
163	Kroll (Beijing) Business Risk Management Consulting Co., Ltd.	China
164	Kroll Associates (Asia) Limited	Hong Kong
165	Kroll Associates (Australia) Pty Limited	Australia
166	Kroll Associates (India) Private Limited	India
167	Kroll Associates (Pty) Limited	South Africa
168	Kroll Associates (S) Pte Ltd.	Singapore
169	Kroll Associates Brasil Ltda.	Brazil
170	Kroll Associates Iberia, S.L.	Spain
171	Kroll Associates International Holdings Inc.	Delaware
172	Kroll Associates Philippines, Inc.	Philippines
173	Kroll Associates SA	Belgium
174	Kroll Associates SA (Argentina)	Argentina
175	Kroll Associates Srl	Italy
176	Kroll Associates UK Limited	United Kingdom
177	Kroll Associates, Inc.	Delaware
178	Kroll Background America Corporation	Canada
179	Kroll Background America, Inc.	Tennessee
180	Kroll Background Screening (Pty) Limited	South Africa
181	Kroll Background Screening Spolka Z.o.o.	Poland
182	Kroll Background Worldwide Limited	United Kingdom
183	Kroll Buchler Phillips Limited	United Kingdom
184	Kroll Chile S.A.	Chile
185	Kroll Consulting Canada Co.	Canada
186	Kroll Cooper Management LLC	New Jersey


187	Kroll Corporate Finance Limited	United Kingdom
188	Kroll Crisis Management Group, Inc.	Virginia
189	Kroll Electronic Recovery, Inc.	Delaware
190	Kroll Fact Finders Ltd.	Hong Kong
191	Kroll Factual Data, Inc.	Colorado
192	Kroll Forensic Accounting Limited	United Kingdom
193	Kroll Government Services International, Inc.	Delaware
194	Kroll Government Services, Inc.	Delaware
195	Kroll Holdings Limited	United Kingdom
196	Kroll Holdings SA	Argentina
197	Kroll Holdings, Inc.	Delaware
198	Kroll Inc.	Delaware
199	Kroll Information Services, Inc.	Delaware
200	Kroll International, Inc.	Delaware
201	Kroll Laboratory Specialists, Inc.	Louisiana
202	Kroll Limited	United Kingdom
203	Kroll Lindquist Avey Limited	United Kingdom
204	Kroll Municipal Services, Inc.	Delaware
205	Kroll Ontrack GmbH	Germany
206	Kroll Ontrack Iberia, S.L.U	Spain
207	Kroll Ontrack Inc.	Minnesota
208	Kroll Ontrack Legal Technologies Limited	United Kingdom
209	Kroll Ontrack Limited	United Kingdom
210	Kroll Ontrack sarl	France
211	Kroll Restructuring Ltd.	Canada
212	Kroll Schiff Associates, Inc.	Texas
213	Kroll Security International (East Africa) Limited	United Kingdom
214	Kroll Security International, S.L.	Spain
215	Kroll Stevens Corporation	Delaware
216	Kroll Talbot Hughes Deutschland GmbH	Germany
217	Kroll Talbot Hughes France SAS	France
218	Kroll Talbot Hughes Limited	United Kingdom
219	Kroll Zolfo Cooper Limited	United Kingdom
220	Kroll Zolfo Cooper, LLC	New Jersey
221	KZC Catalyst Partners, LLC	Delaware
222	KZC Services LLC	New Jersey
223	Laboratory Specialists of America, Inc.	Oklahoma
224	LAMB Acquisition II, Inc.	Ohio
225	LAMB Acquisition, Inc.	Ohio
226	Law and Business Economics Limited	United Kingdom
227	Legal & Commercial Insurances Limited (in liquidation)	Ireland
228	Les Conseillers Dpt. Inc.	Canada
229	Lippincott & Margulies, Inc.	New York
230	Llenrup Participaues S.C. Ltda.	Brazil
231	Lynch Insurance Brokers Limited	Barbados
232	M&M Vehicle, L.P.	Delaware
233	M.B. Fitzpatrick Limited (in liquidation)	Ireland
234	Marclen Holdings, Inc.	Delaware


235	Marclen LLC	Delaware
236	Marsh & Co. S.p.A.	Italy
237	Marsh & McLennan (PNG) Limited	Papua New Guinea
238	Marsh & McLennan (Singapore) Pte Ltd	Singapore
239	Marsh & McLennan Agency LLC	Delaware
240	Marsh & McLennan Argentina SA Corredores de Reaseguros	Argentina
241	Marsh & McLennan C&I GP, Inc.	Delaware
242	Marsh & McLennan Companies UK Limited	United Kingdom
243	Marsh & McLennan Companies, Inc.	Delaware
244	Marsh & McLennan Deutschland GmbH	Germany
245	Marsh & McLennan Global Broking (Bermuda) Ltd.	Bermuda
246	Marsh & McLennan GP I, Inc.	Delaware
247	Marsh & McLennan GP II, Inc.	Delaware
248	Marsh & McLennan Holdings II, Inc.	Delaware
249	Marsh & McLennan Holdings Limited	United Kingdom
250	Marsh & McLennan Holdings, Inc.	Delaware
251	Marsh & McLennan Management Services (Bermuda) Limited	Bermuda
252	Marsh & McLennan Properties (Bermuda) Ltd.	Bermuda
253	Marsh & McLennan Real Estate Advisors, Inc.	Delaware
254	Marsh & McLennan Risk Capital Holdings, Ltd.	Delaware
255	Marsh & McLennan Services Limited	United Kingdom
256	Marsh & McLennan Servicios, S.A. De C.V.	Mexico
257	Marsh & McLennan Sweden AB	Sweden
258	Marsh & McLennan Tech GP II, Inc.	Delaware
259	Marsh & McLennan, Incorporated	Virgin Islands
260	Marsh (Bahrain) Company SPC	Bahrain
261	Marsh (Hong Kong) Limited	Hong Kong
262	Marsh (Insurance Brokers) LLP	Kazakhstan
263	Marsh (Insurance Services) Limited	United Kingdom
264	Marsh (Isle of Man) Limited	Isle of Man
265	Marsh (Middle East) Limited	United Kingdom
266	Marsh (Namibia) (Proprietary) Limited	Namibia
267	Marsh (Proprietary) Limited	Botswana
268	Marsh (Pty) Limited	South Africa
269	Marsh (Singapore) Pte Ltd	Singapore
270	Marsh - Insurance Brokers ZAO	Russia
271	Marsh A/S	Denmark
272	Marsh AB	Sweden
273	Marsh Africa (Pty) Limited	South Africa
274	Marsh AG	Switzerland
275	Marsh Argentina S.R.L.	Argentina
276	Marsh AS	Norway
277	Marsh Assessoria e Consultoria Empresarial S/C Ltda.	Brazil
278	Marsh Assistencia e Administracao S/C Ltda.	Brazil
279	Marsh Austria G.m.b.H.	Austria
280	Marsh Aviation Insurance Broking Pty Ltd	Australia
281	Marsh B.V.	Netherlands
282	Marsh Brockman y Schuh Agente de Seguros y de Fianzas, S.A. de C.V.	Mexico


283	Marsh Broker de Asigurare-Reasigurare S.R.L.	Romania
284	Marsh Broker Japan, Inc.	Japan
285	Marsh Canada Limited/Marsh Canada Limitee	Canada
286	Marsh Commercial Insurance Agencies Pty Ltd.	Australia
287	Marsh Conseil S.A.S.	France
288	Marsh Corporate Services (Barbados) Limited	Barbados
289	Marsh Corporate Services Isle of Man Ltd	Isle of Man
290	Marsh Corporate Services Limited	United Kingdom
291	Marsh Corporate Services Malta Limited	Malta
292	Marsh Corretora de Seguros Ltda.	Brazil
293	Marsh d.o.o. Beograd	Serbia and Montenegro
294	Marsh d.o.o. za posredovanje u osiguranju	Croatia
295	Marsh Direct, Inc.	Korea, Republic of
296	Marsh Egypt LLC	Egypt
297	Marsh EOOD	Bulgaria
298	Marsh Eurofinance BV	Netherlands
299	Marsh Europe S.A.	Belgium
300	Marsh Europe-organizacna zlozka Slovensko	Slovakia
301	Marsh Executive Benefits International Ltd.	Bermuda
302	Marsh Executive Benefits, Inc.	New York
303	Marsh Finance B.V.	Netherlands
304	Marsh Financial Services (Guernsey) Limited (in liquidation)	Guernsey
305	Marsh Financial Services Limited	United Kingdom
306	Marsh Global Broking Inc. (Missouri)	Missouri
307	Marsh Global Markets (Dublin) Limited	Ireland
308	Marsh Global Markets GmbH	Germany
309	Marsh GmbH	Germany
310	Marsh Holding AB	Sweden
311	Marsh Holdings (Proprietary) Limited	South Africa
312	Marsh Holdings B.V.	Netherlands
313	Marsh Inc.	Delaware
314	Marsh India Insurance Brokers Private Limited	India
315	Marsh INSCO LLC	United Arab Emirates
316	Marsh Insurance & Investments Corp.	Delaware
317	Marsh Insurance and Reinsurance Brokers LLC	Azerbaijan
318	Marsh Insurance and Risk Management Consultants Ltd.	China
319	Marsh Insurance Brokers	United Kingdom
320	Marsh Insurance Brokers (Macau) Limited	Macao
321	Marsh Insurance Brokers (Malaysia) Sdn Bhd	Malaysia
322	Marsh Insurance Brokers (Private) Limited	Zimbabwe
323	Marsh Insurance Consulting Saudi Arabia	Saudi Arabia
324	Marsh Insurance Services Limited	New Zealand
325	Marsh Intermediaries, Inc.	New York
326	Marsh International Broking Holdings Limited	United Kingdom
327	Marsh International Holdings (Korea) Inc.	Delaware
328	Marsh International Holdings II, Inc.	Delaware
329	Marsh International Holdings, Inc.	Delaware
330	Marsh Investment B.V.	Netherlands


331	Marsh Investment Services Limited	United Kingdom
332	Marsh Ireland Holdings Limited	Ireland
333	Marsh Ireland Limited	Ireland
334	Marsh Israel (1999) Ltd.	Israel
335	Marsh Israel (Holdings) Ltd.	Israel
336	Marsh Israel Consultants Ltd.	Israel
337	Marsh Israel Insurance Agency Ltd.	Israel
338	Marsh Israel Life and Pension Insurance Agency Ltd.	Israel
339	Marsh Japan, Inc.	Japan
340	Marsh Kft.	Hungary
341	Marsh Kindlustusmaakler AS	Estonia
342	Marsh Korea, Inc.	Korea, Republic of
343	Marsh Life & Pension Oy	Finland
344	Marsh Limited	Fiji
345	Marsh Limited	New Zealand
346	Marsh Limited	United Kingdom
347	Marsh Limited	Papua New Guinea
348	Marsh Link Limited (in liquidation)	United Kingdom
349	Marsh LLC	Ukraine
350	Marsh LLC Insurance Brokers	Greece
351	Marsh Ltd.	Wisconsin
352	Marsh Ltd., Taiwan Branch	Taiwan, Province of China
353	Marsh Luxembourg SA	Luxembourg
354	Marsh Management Services (Barbados) Limited	Barbados
355	Marsh Management Services (Bermuda) Ltd.	Bermuda
356	Marsh Management Services (British Virgin Islands) Ltd	Virgin Islands, British
357	Marsh Management Services (Cayman) Ltd.	Cayman Islands
358	Marsh Management Services (Dubai) Limited	United Arab Emirates
359	Marsh Management Services (Dublin) Limited	Ireland
360	Marsh Management Services (Gibraltar) Limited	Gibraltar
361	Marsh Management Services (Labuan) Limited	Malaysia
362	Marsh Management Services (USVI) Ltd.	Virgin Islands
363	Marsh Management Services Guernsey Limited	Guernsey
364	Marsh Management Services Inc.	New York
365	Marsh Management Services Isle of Man Limited	Isle of Man
366	Marsh Management Services Jersey Limited	Jersey
367	Marsh Management Services Luxembourg SA	Luxembourg
368	Marsh Management Services Malta Limited	Malta
369	Marsh Management Services Singapore Pte. Ltd.	Singapore
370	Marsh Management Services Sweden AB	Sweden
371	Marsh Marine & Energy AB	Sweden
372	Marsh Marine & Energy Limited (in liquidation)	United Kingdom
373	Marsh Mercer Holdings (Australia) Pty Ltd	Australia
374	Marsh Micronesia, Inc.	Guam
375	Marsh Oman LLC	Oman
376	Marsh Oy	Finland
377	Marsh PB Co., Ltd.	Thailand
378	Marsh Peru S.A. Corredores de Seguros	Peru


379	Marsh Philippines, Inc.	Philippines
380	Marsh Placement Consultoria e Assessoria de Resseguros Ltda.	Brazil
381	Marsh Placement LLC	Delaware
382	Marsh Privat, A.I.E.	Spain
383	Marsh Private Client Life Insurance Services	California
384	Marsh Pty. Ltd.	Australia
385	Marsh Qatar LLC	Qatar
386	Marsh Resolutions Pty Limited	Australia
387	Marsh Risk Consulting B.V.	Netherlands
388	Marsh Risk Consulting Limitada	Chile
389	Marsh Risk Consulting Services S.r.L.	Italy
390	Marsh Risk Consulting, S.L.	Spain
391	Marsh Risk Management Pvt Ltd.	India
392	Marsh S.A.	Belgium
393	Marsh S.A.	France
394	Marsh S.A. Corredores De Seguros	Chile
395	Marsh S.p.A.	Italy
396	Marsh s.r.o.	Czech Republic
397	Marsh SA	Luxembourg
398	Marsh SA (Argentina)	Argentina
399	Marsh Saldana Inc.	Puerto Rico
400	Marsh Saudi Arabia for Insurance and Reinsurance	Saudi Arabia
401	Marsh Secretarial Services Limited	United Kingdom
402	Marsh Services Limited	United Kingdom
403	Marsh Services S.A.S.	France
404	Marsh Services Spolka z.o.o.	Poland
405	Marsh SIA	Latvia
406	Marsh Sigorta ve Reasurans Brokerligi A.S.	Turkey
407	Marsh Spolka z.o.o.	Poland
408	Marsh Szolgaltato Kft.	Hungary
409	Marsh Treasury Services (Dublin) Limited	Ireland
410	Marsh Treasury Services Limited	United Kingdom
411	Marsh Tunisia S.A.R.L.	Tunisia
412	Marsh UK Holdings Limited	United Kingdom
413	Marsh UK Limited	United Kingdom
414	Marsh USA (India) Inc.	Delaware
415	Marsh USA Borrower LLC	Delaware
416	Marsh USA Inc.	Delaware
417	Marsh Venezuela C.A. Sociedad de Corretaje de Seguros	Venezuela
418	Marsh Vietnam Insurance Broking Company Ltd	Viet Nam
419	Marsh, Lda.	Portugal
420	Marsh, S.A. Mediadores de Seguros	Spain
421	Marsh-Assureurs Conseils Tchadiens SARL	Chad
422	Matthiessen Assurans AB	Sweden
423	Matthiessen Reinsurance Ltd AB	Sweden
424	Mearbridge LLC	Delaware
425	Mediservice Administradora De Planos De Saude Ltda.	Brazil
426	Medisure Affinity Services Limited	United Kingdom


427	Medisure Services Limited	United Kingdom
428	Medisure Trustees Limited (in liquidation)	United Kingdom
429	Mercer (Argentina) S.A.	Argentina
430	Mercer (Australia) Pty Ltd	Australia
431	Mercer (Austria) GmbH	Austria
432	Mercer (Belgium) SA-NV	Belgium
433	Mercer (Canada) Limited/Mercer (Canada) Limitee	Canada
434	Mercer (Czech) a.s.	Czech Republic
435	Mercer (Danmark) A/S	Denmark
436	Mercer (Finland) OY	Finland
437	Mercer (France) SAS	France
438	Mercer (Hong Kong) Limited	Hong Kong
439	Mercer (Hungary) Kft.	Hungary
440	Mercer (Ireland) Limited	Ireland
441	Mercer (Malaysia) Sdn. Bhd.	Malaysia
442	Mercer (N.Z.) Limited	New Zealand
443	Mercer (Nederland) B.V.	Netherlands
444	Mercer (Norge) AS	Norway
445	Mercer (Polska) Sp.z o.o.	Poland
446	Mercer (Portugal) Lda	Portugal
447	Mercer (Puerto Rico), Inc.	Puerto Rico
448	Mercer (Singapore) Pte Ltd	Singapore
449	Mercer (Sweden) AB	Sweden
450	Mercer (Switzerland) SA	Switzerland
451	Mercer (Taiwan) Ltd.	Taiwan, Province of China
452	Mercer (Thailand) Ltd	Thailand
453	Mercer (US) Inc.	Delaware
454	Mercer Asesores de Seguros S.A.	Argentina
455	Mercer Benefit Nominees Limited	Australia
456	Mercer Benefit Services Pty Ltd	Australia
457	Mercer Broking Ltd.	Taiwan, Province of China
458	Mercer Certificering B.V.	Netherlands
459	Mercer Consultation (Quebec) Ltee.	Canada
460	Mercer Consulting (Chile) Ltda.	Chile
461	Mercer Consulting (France) SAS	France
462	Mercer Consulting (India) Pvt Ltd	India
463	Mercer Consulting (Shanghai) Limited	China
464	Mercer Consulting Group Verwaltungs GmbH	Germany
465	Mercer Consulting Holdings Sdn. Bhd.	Malaysia
466	Mercer Consulting S.L.	Spain
467	Mercer Corredores de Seguros Ltda.	Chile
468	Mercer Corretora de Seguros Ltda	Brazil
469	Mercer Danismanlik Anonim Sirketi	Turkey
470	Mercer Deutschland GmbH	Germany
471	Mercer Employee Benefits - Mediacao de Seguros, Lda.	Portugal
472	Mercer Employee Benefits Limited	United Kingdom
473	Mercer Employee Benefits OY	Finland
474	Mercer Financial Services Limited	Ireland


475	Mercer Global Investments Canada Limited	Canada
476	Mercer Global Investments Europe Limited	Ireland
477	Mercer Global Investments Management Limited	Ireland
478	Mercer Global Investments, Inc.	Delaware
479	Mercer Health & Benefits Administration LLC	Delaware
480	Mercer Health & Benefits LLC	Delaware
481	Mercer Holdings, Inc.	Delaware
482	Mercer HR Consulting Borrower LLC	Delaware
483	Mercer HR Services LLC	Delaware
484	Mercer Human Resource Consulting (NZ) Limited	New Zealand
485	Mercer Human Resource Consulting Limited	United Kingdom
486	Mercer Human Resource Consulting Ltda	Brazil
487	Mercer Human Resource Consulting S.A. de C.V.	Mexico
488	Mercer Inc.	Delaware
489	Mercer India Private Limited	India
490	Mercer Investment Consulting Limited	Ireland
491	Mercer Investment Consulting Limited	Hong Kong
492	Mercer Investment Consulting, Inc.	Kentucky
493	Mercer Investment Nominees (NZ) Limited	New Zealand
494	Mercer Investment Nominees Limited	Australia
495	Mercer Ireland Holdings Limited	Ireland
496	Mercer Italia Srl	Italy
497	Mercer Japan Ltd	Japan
498	Mercer Korea Co. Ltd.	Korea, Republic of
499	Mercer Limited	United Kingdom
500	Mercer LLC	Delaware
501	Mercer Management Consulting Holding GmbH	Germany
502	Mercer Management Consulting Sociedade Unipessoal, Lda	Portugal
503	Mercer Management Consulting, Ltd.	Bermuda
504	Mercer Master Trustees Limited	Ireland
505	Mercer Mauritius Ltd	Mauritius
506	Mercer MC Consulting Borrower LLC	Delaware
507	Mercer Pensionsraadgivning A/S	Denmark
508	Mercer Sigorta Brokerligi Anonim Sirketi	Turkey
509	Mercer Trust Company	New Hampshire
510	Mercer Trustees Limited	United Kingdom
511	Mercer UK Limited	United Kingdom
512	Mercer Wealth Solutions Limited	New Zealand
513	Mercer Zainal Consulting Sdn Bhd	Malaysia
514	Mercury Insurance Services Pty Ltd	Australia
515	MM Risk Services Pty Ltd	Australia
516	MMC 28 State Street Holdings Inc.	Delaware
517	MMC Borrower LLC	Delaware
518	MMC Capital, Inc.	Delaware
519	MMC France S.A.	France
520	MMC GP III, Inc.	Delaware
521	MMC Holdings Limited	United Kingdom
522	MMC International Limited	United Kingdom


523	MMC International Treasury Centre Limited	United Kingdom
524	MMC Realty, Inc.	New York
525	MMC Securities (Europe) Limited	United Kingdom
526	MMC Securities Corp.	Delaware
527	MMC UK Group Limited	United Kingdom
528	MMC UK Pension Fund Trustee Limited	United Kingdom
529	MMOW Limited	United Kingdom
530	MMRC LLC	Delaware
531	MMRCH LLC	Delaware
532	MMSC Holdings, Inc.	Delaware
533	MOW Holding LLC	Delaware
534	MRC Marsh Risk Consulting GmbH	Germany
535	Muir Beddal (Zimbabwe) Limited	Zimbabwe
536	MVM Versicherungsmakler AG	Switzerland
537	Nandix	Uruguay
538	National Economic Research Associates KK	Japan
539	National Economic Research Associates, Inc.	California
540	National Economic Research Associates, Inc.	Delaware
541	NERA Australia Pty Ltd	Australia
542	NERA do Brasil Ltda.	Brazil
543	NERA Economic Consulting Limited	New Zealand
544	NERA S.R.L.	Italy
545	NERA UK Limited	United Kingdom
546	Neuburger Noble Lowndes GmbH	Germany
547	New S.A.	Peru
548	Normandy Reinsurance Company Limited	Bermuda
549	Oliver Wyman AB	Sweden
550	Oliver Wyman Actuarial Consulting, Inc.	Delaware
551	Oliver Wyman AG	Switzerland
552	Oliver Wyman Consulting GmbH	Germany
553	Oliver Wyman Consulting Limited	United Kingdom
554	Oliver Wyman Consulting SARL	France
555	Oliver Wyman Consultoria em Estrategia de Negocios Ltda.	Brazil
556	Oliver Wyman Corporate Risk Consulting, Inc.	Delaware
557	Oliver Wyman FZ-LLC	United Arab Emirates
558	Oliver Wyman Limited	United Kingdom
559	Oliver Wyman Pte. Ltd.	Singapore
560	Oliver Wyman Pty Ltd	Australia
561	Oliver Wyman S.L.	Spain
562	Oliver Wyman Servicios, S. de R.L. de C.V.	Mexico
563	Oliver Wyman SNC	France
564	Oliver Wyman, Inc.	Delaware
565	Oliver Wyman, S. de R.L. de C.V.	Mexico
566	Oliver Wyman, Sociedade Unipressoal, Lda	Portugal
567	Oliver, Wyman Corporate Risk Consulting Limited/Oliver, Wyman Consultation en risques des entreprises limitee	Canada
568	Oliver, Wyman Limited/Oliver, Wyman limitee	Canada
569	Omega Indemnity (Bermuda) Limited	Bermuda


570	Ontrack Data Recovery, Inc.	Minnesota
571	Organizacion Brockman y Schuh, S.A. de C.V.	Mexico
572	Paladin Reinsurance Corporation	New York
573	Palamerican Corporation	Delaware
574	Pallas Marsh Corretagem de Seguros Ltda.	Brazil
575	Pension Trustees Limited	United Kingdom
576	Personnel Risk Management Limited	United Kingdom
577	PFT Limited	United Kingdom
578	PI Indemnity Company, Limited	Ireland
579	Placement Services Hong Kong Ltd.	Hong Kong
580	Potomac Insurance Managers, Inc.	Delaware
581	Prentis Donegan & Partners (Holdings) Limited	United Kingdom
582	Prentis Donegan & Partners Limited	United Kingdom
583	PT Marsh Indonesia	Indonesia
584	PT Quantum Computing Services	Indonesia
585	PT Quantum Investments	Indonesia
586	PT Quantum Support Services	Indonesia
587	PT. Peranas Agung	Indonesia
588	Quality Facts, Inc.	Tennessee
589	Quorum Acquisition Corporation	Delaware
590	Quorum Lanier	Philippines
591	Quorum Litigation Services, LLC	Minnesota
592	R. Mees & Zoonen Holdings B.V.	Netherlands
593	R.I.C. Management Services Limited (in liquidation)	Ireland
594	R.W. Gibbon & Son (Underwriting Agencies) Limited (in liquidation)	United Kingdom
595	Reclaim Consulting Services Limited	United Kingdom
596	Reinmex de Colombia Corredores de Reaseguros, Ltda.	Mexico
597	Reinsurance Solutions Limited	United Kingdom
598	Reinsurance Solutions LLC	Delaware
599	Reitmulders & Partners B.V.	Netherlands
600	Resource Benefit Associates	Nigeria
601	Retirement Pension Trustee’s Limited	Zimbabwe
602	Richard Sparrow and Company Limited	United Kingdom
603	Richard Sparrow Holdings Limited (In Liquidation)	United Kingdom
604	Risk Company A	Philippines
605	Risk Company B	Philippines
606	Rivers Group Limited	United Kingdom
607	Roberts Donegan Limited (in liquidation)	United Kingdom
608	Rockefeller Risk Advisors, Inc.	New York
609	RSI Solutions International, Inc.	New York
610	RSL Insurances Pty Ltd.	Australia
611	SAFCAR-Marsh	Mali
612	SCIB (Bermuda) Limited	Bermuda
613	Scientific Testing Laboratories, Inc.	Virginia
614	Seabury & Smith Borrower LLC	Delaware
615	Seabury & Smith, Inc.	Delaware
616	Second Opinion Insurance Services	California
617	SEDFEMA Insurance Brokers, Inc.	Philippines


618	Sedgwick (Bermuda) Limited	Bermuda
619	Sedgwick (Deutschland) GmbH	Germany
620	Sedgwick (Holdings) Pty. Limited	Australia
621	Sedgwick Africa Holdings (Proprietary) Limited	South Africa
622	Sedgwick Alpha Limited (In Liquidation)	United Kingdom
623	Sedgwick Aviation Limited	United Kingdom
624	Sedgwick Benefits, Inc.	Utah
625	Sedgwick Brimex (Guernsey) Limited	Guernsey
626	Sedgwick Claims Management Services Limited (in liquidation)	Ireland
627	Sedgwick Consulting Group Limited	United Kingdom
628	Sedgwick Dineen Group Limited	Ireland
629	Sedgwick Dineen Ireland Limited (in liquidation)	Ireland
630	Sedgwick Dineen Limited (in liquidation)	Ireland
631	Sedgwick Dineen Trustees Limited	Ireland
632	Sedgwick Energy & Marine Limited (in liquidation)	United Kingdom
633	Sedgwick Energy (Insurance Services) Inc.	Texas
634	Sedgwick Energy Limited (in liquidation)	United Kingdom
635	Sedgwick Far East Limited	United Kingdom
636	Sedgwick Financial Services Limited	United Kingdom
637	Sedgwick Forbes Middle East Limited	Jersey
638	Sedgwick Group (Australia) Pty. Limited	Australia
639	Sedgwick Group (Bermuda) Limited	Bermuda
640	Sedgwick Group (Zimbabwe) Limited	Zimbabwe
641	Sedgwick Group Limited	United Kingdom
642	Sedgwick Holdings (Private) Limited	Zimbabwe
643	Sedgwick Hung Kai Insurance & Risk Management Consultants Limited	Hong Kong
644	Sedgwick Internationaal B.V.	Netherlands
645	Sedgwick International Broking Services Limited (In Liquidation)	United Kingdom
646	Sedgwick International Marketing Services Inc.	Delaware
647	Sedgwick Life and Benefits, Inc.	Texas
648	Sedgwick Limited	United Kingdom
649	Sedgwick Management Services (Barbados) Limited	Barbados
650	Sedgwick Management Services (Bermuda) Limited	Bermuda
651	Sedgwick Management Services (London) Limited	United Kingdom
652	Sedgwick Management Services (Private) Limited	Zimbabwe
653	Sedgwick Management Services (Singapore) Pte Limited	Singapore
654	Sedgwick Noble Lowndes (UK) Limited	United Kingdom
655	Sedgwick Noble Lowndes Asia Pacific Limited	Australia
656	Sedgwick Noble Lowndes Group Limited	United Kingdom
657	Sedgwick Noble Lowndes Limited	United Kingdom
658	Sedgwick Noble Lowndes Limited	Hong Kong
659	Sedgwick Noble Lowndes North America, Inc.	Delaware
660	Sedgwick Noble Lowndes Trusteeship Services Limited	Australia
661	Sedgwick Overseas Investments Limited	United Kingdom
662	Sedgwick Pte Ltd	Singapore
663	Sedgwick Re Asia Pacific (Consultants) Private Limited	Singapore
664	Sedgwick Re Asia Pacific Pty Limited	Australia
665	Sedgwick Risk Management & Consultants (Private) Limited	Zimbabwe


666	Sedgwick Risk Services AB	Sweden
667	Sedgwick Superannuation Pty Ltd	Australia
668	Sedgwick Sweden Aktiebolag	Sweden
669	Sedgwick Trustees Limited	United Kingdom
670	Sedgwick UK Risk Services Limited	United Kingdom
671	Sedgwick Ulster Pension Trustees Limited	Northern Ireland
672	Sedgwick, Inc.	New York
673	Settlement Trustees Limited	United Kingdom
674	Shanghai Mercer Insurance Broking Company	China
675	Shariffuddin-Sedgwick (B) Sdn Bhd	Brunei Darussalam
676	SICAR Marsh SARL	Burkina Faso
677	SOC Group Plc	United Kingdom
678	Societe Bargheon S.A.	France
679	Societe d’Assurances et de Participations Guian S.A.	France
680	Southern Marine & Aviation Underwriters, Inc.	Louisiana
681	Southern Marine & Aviation, Inc.	Louisiana
682	Sudzucker Versicherungs-Vermittlungs GmbH	Germany
683	Sundance B.V.	Netherlands
684	Syndicate and Corporate Management Services, Inc.	Delaware
685	Syndicate and Corporate Management Services, Limited	Bermuda
686	Tesi S.p.A.	Italy
687	The Carpenter Management Corporation	Delaware
688	The Medisure Group Limited	United Kingdom
689	The Schinnerer Group, Inc.	Delaware
690	The T&N Asbestos Trustee Company Limited	United Kingdom
691	TMR Insure-Broke Inc	Switzerland
692	Tobelan S.A.	Uruguay
693	Tower Hill Limited	United Kingdom
694	Tower Place Developments (West) Limited	United Kingdom
695	Tower Place Developments Limited	United Kingdom
696	Transbrasil Ltda.	Brazil
697	Transglobe Management (Bermuda) Ltd.	Bermuda
698	Triad Underwriting Management Agency, Inc.	Delaware
699	U.T.E. AMG	Spain
700	U.T.E. Marsh - Aon Gil y Carvajal (in liquidation)	Spain
701	U.T.E. Marsh - CCM (in liquidation)	Spain
702	U.T.E. Marsh - CCM JCCM	Spain
703	U.T.E. Marsh - CCM SESCAM	Spain
704	U.T.E. Marsh - Chang	Spain
705	U.T.E. Marsh - Disbrok (in liquidation)	Spain
706	U.T.E. Marsh - Disbrok Diputacion	Spain
707	U.T.E. Marsh - GDS	Spain
708	U.T.E. Marsh - Salvado (in liquidation)	Spain
709	U.T.E. Marsh - Salvado Ayuntamiento (in liquidation)	Spain
710	U.T.E. Marsh - Salvado Reus	Spain
711	U.T.E. Marsh - Zihurko	Spain
712	UABDB Marsh Lietuva	Lithuania
713	UBM Consulting France International Management Consultants	France


714	UBM Consultoria Internacional S/C Ltda.	Brazil
715	Ulster Insurance Services Limited	Northern Ireland
716	Uniservice Insurance Company Limited	Bermuda
717	Unison Management (Bermuda) Ltd.	Bermuda
718	Unison Management (Dublin) Limited	Ireland
719	Unison Management (Finland) Oy (in liquidation)	Finland
720	Universal Ray S.A.	Uruguay
721	Unused Subsidiary, Inc.	Texas
722	Van Vugt & Beukers B.V. (in liquidation)	Netherlands
723	Victor O. Schinnerer & Co. (Bermuda), Ltd.	Bermuda
724	Victor O. Schinnerer & Company Limited	United Kingdom
725	Victor O. Schinnerer & Company, Inc.	Delaware
726	Victoria Hall Company Limited	Bermuda
727	Wigham Poland Australia Pty. Limited	Australia
728	Wigham Poland Limited	United Kingdom
729	Willcox, Baringer & Co. (California), Inc.	California
730	William M. Mercer (Aust) Ltd	Australia
731	William M. Mercer (Canada) Limited/William M. Mercer (Canada) Limitee	Canada
732	William M. Mercer AB	Sweden
733	William M. Mercer Philippines, Incorporated	Philippines
734	William M. Mercer Ten Pas B.V.	Netherlands
735	Winchester Bowring Limited	United Kingdom
736	WMM Haneveld Investment Consulting B.V.N	Netherlands
737	Zolfo Cooper Capital LLC	New Jersey

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the previously filed Registration Statements on Form S-8 (Registration File Nos. 2-58660, 33-32880, 33-48803, 33-44804, 33-48807, 33-54349, 33-59603, 33-63389, 333-35741, 333-35739, 333-29627, 333-41828, 333-41830, 333-41832, 333-69774, 333-69776, 333-69778, 333-107195, 333-127637, and 333-146400), Registration Statements on Form S-3 (Registration File Nos. 333-67543, 333-108566 and 333-136820), and in Registration Statements on Form S-4 (Registration File Nos. 33-24124 and 333-155571) of our reports dated February 27, 2009, relating to the financial statements of Marsh & McLennan Companies, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Marsh & McLennan Companies, Inc. for the year ended December 31, 2008.

/s/ Deloitte & Touche LLP

New York, New York

February 27, 2009

Exhibit 31.1

CERTIFICATIONS

I, Brian Duperreault, certify that:

1. I have reviewed this Annual Report on Form 10-K 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: February 27, 2009				/s/ B RIAN D UPERREAULT
				Brian Duperreault President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Vanessa A. Wittman, certify that:

1. I have reviewed this annual report on Form 10-K 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: February 27, 2009				/s/ V ANESSA A. W ITTMAN
				Vanessa A. Wittman
				Executive Vice President & 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 Annual Report on Form 10-K for the year ended December 31, 2008 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.

Brian Duperreault, the President and Chief Executive Officer, and Vanessa A. Wittman, the Executive Vice President & Chief Financial Officer, of Marsh & McLennan Companies, Inc. each certifies that, to the best of his or her knowledge:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

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: February 27, 2009		/ S / B RIAN D UPERREAULT
		Brian Duperreault
		President and Chief Executive Officer

Date: February 27, 2009		/ S / V ANESSA A. W ITTMAN
		Vanessa A. Wittman
		Executive Vice President & Chief Financial Officer