MARSH & MCLENNAN COMPANIES, INC. (Form: 10-Q, Received: 08/05/2011 15:21:31)

Principal Amount of this

Global Security

Notation Explaining

Principal Amount Recorded

Signature of authorized

officer of Trustee or

Depositary

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036

(212) 345-5000

Commission file number 1-5998

State of Incorporation: Delaware

I.R.S. Employer Identification No. 36-2668272

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):


		Large Accelerated Filer x		Accelerated Filer ¨

		Non-Accelerated Filer ¨ (Do not check if a smaller reporting company)		Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 31, 2011, there were outstanding 541,662,006 shares of common stock, par value $1.00 per share, of the registrant.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, we may use forward-looking statements when addressing topics such as: the outcome of contingencies; market and industry conditions; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; 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, among other things:

our exposure to potential liabilities arising from errors and omissions claims against us, particularly in our Marsh and Mercer businesses;

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

changes in the funded status of our global defined benefit pension plans and the impact of any increased pension funding resulting from those changes;

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

the impact on our net income or cash flows and our effective tax rate in a particular period caused by settled tax audits and expired statutes of limitation;

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

the impact of any regional, national or global political, economic, regulatory or market conditions on our results of operations and financial condition;

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, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, local laws prohibiting corrupt payments to government officials, as well as various trade sanctions laws;

the impact of competition, including with respect to pricing;

the potential impact of rating agency actions on our cost of financing and ability to borrow, as well as on our operating costs and competitive position;

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

changes in applicable tax or accounting requirements; and

potential income statement effects from the application of FASB’s ASC Topic No. 740 (“Income Taxes”) regarding accounting treatment of uncertain tax benefits and valuation allowances and ASC Topic No. 350 (“Intangibles – Goodwill and Other”), including the effect of any subsequent adjustments to the estimates we use in applying these accounting standards.

The factors identified above are not exhaustive. Marsh & McLennan Companies and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, we caution readers not to place undue reliance on the above forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made. Further information concerning Marsh & McLennan Companies and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of our most recently filed Annual Report on Form 10-K.

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TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		4

ITEM 1.	FINANCIAL STATEMENTS	4

	CONSOLIDATED STATEMENTS OF INCOME	4

	CONSOLIDATED BALANCE SHEETS	5

	CONSOLIDATED BALANCE SHEETS (Continued)	6

	CONSOLIDATED STATEMENTS OF CASH FLOWS	7

	CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME	8

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33

ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	46

ITEM 4.	CONTROLS & PROCEDURES	48

PART II. OTHER INFORMATION		49

ITEM 1.	LEGAL PROCEEDINGS	49

ITEM 1A.	RISK FACTORS	49

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	49

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	50

ITEM 4.	OTHER INFORMATION	50

ITEM 5.	EXHIBITS	50

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PART I. FINANCIAL INFORMATION

I tem 1.

Financial Statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share figures)	2011			2010			2011			2010
Revenue		$2,928			$2,606			$5,812			$5,241
Expense:
Compensation and benefits		1,728			1,614			3,449			3,189
Other operating expenses		735			1,042			1,426			1,677
Operating expenses		2,463			2,656			4,875			4,866
Operating income (loss)		465			(50	)		937			375
Interest income		5			3			12			7
Interest expense		(49	)		(60	)		(100	)		(120	)
Investment income (loss)		(6	)		18			13			26
Income (loss) before income taxes		415			(89	)		862			288
Income tax expense (credit)		129			(60	)		257			43
Income (loss) from continuing operations		286			(29	)		605			245
Discontinued operations, net of tax		3			271			15			249
Net income before non-controlling interests		289			242			620			494
Less: Net income attributable to non-controlling interests		7			6			13			10
Net income attributable to the Company		$ 282			$ 236			$ 607			$ 484
Basic net income (loss) per share – Continuing operations		$ 0.51			$ (0.06	)		$ 1.08			$ 0.43
– Net income attributable to the Company		$ 0.51			$ 0.43			$ 1.10			$ 0.89
Diluted net income (loss) per share – Continuing operations		$ 0.50			$ (0.06	)		$ 1.06			$ 0.43
– Net income attributable to the Company		$ 0.50			$ 0.43			$ 1.09			$ 0.88
Weighted average number of shares outstanding – Basic		547			541			545			537
– Diluted		555			545			554			541
Shares outstanding at June 30,		541			542			541			542

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In millions of dollars)	June 30, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents		$ 1,659			$ 1,894
Receivables
Commissions and fees		2,895			2,544
Advanced premiums and claims		98			96
Income tax receivable		8			323
Other		233			186
		3,234			3,149
Less-allowance for doubtful accounts and cancellations		(123	)		(114	)
Net receivables		3,111			3,035
Other current assets		416			347
Total current assets		5,186			5,276
Goodwill and intangible assets		7,000			6,823
Fixed assets (net of accumulated depreciation and amortization of $1,366 at June 30, 2011 and $1,411 at December 31, 2010)		823			822
Pension related assets		421			265
Deferred tax assets		1,107			1,205
Other assets		914			919
		$15,451			$15,310

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(Unaudited)


(In millions of dollars)	June 30, 2011			December 31, 2010
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt		$260			$8
Accounts payable and accrued liabilities		1,881			1,741
Accrued compensation and employee benefits		871			1,294
Accrued income taxes		110			62
Dividends payable		120			—
Total current liabilities		3,242			3,105
Fiduciary liabilities		4,177			3,824
Less – cash and investments held in a fiduciary capacity		(4,177	)		(3,824	)

Long-term debt		2,773			3,026
Pension, postretirement and postemployment benefits		1,178			1,211
Liabilities for errors and omissions		451			430
Other liabilities		1,027			1,123
Commitments and contingencies
Equity:
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued		—			—
Common stock, $1 par value, authorized
1,600,000,000 shares, issued 560,641,640 shares at June 30, 2011 and December 31, 2010		561			561
Additional paid-in capital		1,092			1,185
Retained earnings		7,688			7,436
Accumulated other comprehensive loss		(2,078	)		(2,300	)
Non-controlling interests		53			47
		7,316			6,929
Less – treasury shares, at cost, 19,407,454 shares at June 30, 2011 and 20,132,120 shares at December 31, 2010		(536	)		(514	)
Total equity		6,780			6,415
		$15,451			$15,310

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


For the Six Months Ended June 30, (In millions of dollars)	2011			2010
Operating cash flows:
Net income before non-controlling interests		$ 620			$ 494
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software		133			154
Amortization of intangible assets		32			36
Provision for deferred income taxes		73			22
Gain on investments		(13	)		(25	)
Loss on disposition of assets		1			30
Stock option expense		12			11
Changes in assets and liabilities:
Net receivables		(70	)		(425	)
Other current assets		(75	)		(7	)
Other assets		(145	)		(93	)
Accounts payable and accrued liabilities		148			463
Accrued compensation and employee benefits		(422	)		(480	)
Accrued income taxes		43			(38	)
Other liabilities		64			44
Effect of exchange rate changes		(71	)		86
Net cash provided by operations		330			272
Financing cash flows:
Purchase of treasury shares		(235	)		—
Repayments of debt		(6	)		(4	)
Purchase of non-controlling interests		(21	)		(15	)
Shares withheld for taxes on vested units – treasury shares		(86	)		(43	)
Issuance of common stock		112			18
Dividends paid		(235	)		(221	)
Net cash used for financing activities		(471	)		(265	)
Investing cash flows:
Capital expenditures		(142	)		(143	)
Net sales of long-term investments		33			57
Proceeds from sales of fixed assets		1			8
Dispositions		1			119
Acquisitions		(113	)		(198	)
Other, net		(1	)		4
Net cash used for investing activities		(221	)		(153	)
Effect of exchange rate changes on cash and cash equivalents		127			(121	)
Decrease in cash and cash equivalents		(235	)		(267	)
Cash and cash equivalents at beginning of period		1,894			1,777
Cash and cash equivalents at end of period		1,659			1,510
Cash and cash equivalents – reported as discontinued operations		—			35
Cash and cash equivalents – continuing operations		$1,659			$1,475

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME

(Unaudited)


For the Six Months Ended June 30, (In millions, except per share figures)	2011			2010
COMMON STOCK
Balance, beginning and end of year		$ 561			$ 561

ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year		$ 1,185			$ 1,211
Change in accrued stock compensation costs		(85	)		(33	)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact		(6	)		(14	)
Purchase of subsidiary shares from non-controlling interests		(2	)		—
Issuance of shares for acquisitions		—			(15	)
Balance, end of period		$ 1,092			$ 1,149

RETAINED EARNINGS
Balance, beginning of year		$ 7,436			$ 7,033
Net income attributable to the Company (a)		607			484
Dividend equivalents paid		(7	)		(8	)
Dividends declared – (per share amounts: $0.64 in 2011 and $0.60 in 2010)		(348	)		(322	)
Balance, end of period		$ 7,688			$ 7,187

ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year		$(2,300	)		$(2,171	)
Foreign currency translation adjustments (b)		235			(360	)
Unrealized investment holding losses, net of reclassification adjustments (c)		(4	)		(10	)
Net changes under benefit plans, net of tax (d)		(9	)		135
Balance, end of period		$(2,078	)		$(2,406	)

TREASURY SHARES
Balance, beginning of year		$ (514	)		$ (806	)
Issuance of shares under stock compensation plans and employee stock purchase plans		213			123
Issuance of shares for acquisitions		—			192
Purchase of treasury shares		(235	)		—
Balance, end of period		$ (536	)		$ (491	)

NON-CONTROLLING INTERESTS
Balance, beginning of year		$ 47			$ 35
Net income attributable to non-controlling interests, net of discontinued operations (e)		13			10
Other changes		(7	)		(2	)
Balance, end of period		$ 53			$ 43
TOTAL EQUITY		$ 6,780			$ 6,043
TOTAL COMPREHENSIVE INCOME (a+b+c+d+e)		$ 842			$ 259

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Operations

Marsh & McLennan Companies, Inc. (“the Company”), a global professional services firm, is organized based on the different services that it offers. Under this organizational structure, the Company’s two business segments are Risk and Insurance Services and Consulting.

As discussed below, on August 3, 2010, the Company completed the sale of Kroll, the Company’s former Risk Consulting & Technology segment, to Altegrity, Inc. (“Altegrity”).

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

In January 2011, Marsh acquired RJF Agencies, an independent insurance agency in the upper Midwest region of the U.S. In February 2011, Marsh acquired Hampton Roads Bonding, a surety bonding agency for commercial, road, utility, maritime and government contractors in the state of Virginia, and the Boston office of Kinloch Consulting Group, Inc.

In the first quarter of 2010, Marsh acquired Haake Companies, Inc., an insurance broking firm in the Midwest region and Thomas Rutherfoord, Inc., an insurance broking firm in the Southeast and mid-Atlantic regions of the U.S. In the second quarter of 2010, Marsh acquired HSBC Insurance Brokers Ltd., an international provider of risk intermediary and risk advisory services and the Bostonian Group Insurance Agency, Inc. and Bostonian Solutions, Inc. (collectively the “Bostonian Group”), a regional insurance brokerage in New England. In the fourth quarter of 2010 Marsh acquired Trion, a U.S. private benefits specialist and SBS, a Georgia-based benefits brokerage and consulting firm.

The Consulting segment provides advice and services to the managements of organizations in the area 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. The Company conducts business in this segment through Mercer and Oliver Wyman Group. In the first quarter of 2011, Mercer acquired Hammond Associates, an investment consulting company for endowments and foundations in the U.S. In June 2011, Mercer acquired Evaluation Associates LLC, an investment consulting firm. In July 2010, Mercer acquired Innovative Process Administration (“IPA”), a provider of health and benefit recordkeeping and employee enrollment technology. In August 2010, Mercer acquired ORC Worldwide, a premier provider of HR knowledge, data and solutions for professionals in numerous industries.

In the first quarter of 2010, Kroll completed the sale of Kroll Laboratory Specialists (“KLS”). On August 3, 2010, the Company completed the sale of Kroll to Altegrity for cash consideration of $1.13 billion. The after-tax loss on the sale of KLS, along with Kroll’s, and KLS’s 2010 comparative results of operations are included in discontinued operations in 2010.

With the sale of Kroll in August 2010, along with previous divestiture transactions between 2008 and 2010, the Company has divested its entire Risk Consulting & Technology segment. The run-off of the Company’s involvement in the Corporate Advisory and Restructuring business (“CARG”), previously part of Risk Consulting & Technology, in which the Company

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has “continuing involvement” as defined in SEC Staff Accounting Bulletin Topic 5e, is now managed by the Company’s corporate departments. Consequently, the financial results of the CARG businesses are included in “Corporate” for segment reporting purposes.

2. Principles of Consolidation and Other Matters

The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been omitted pursuant to such rules and regulations for interim filings, although the Company believes that the information and disclosures presented are adequate to make such information and disclosure not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 10-K”).

The financial information contained herein reflects all adjustments consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s results of operations for the three and six-month periods ended June 30, 2011 and 2010.

Investment Income (Loss)

The caption “investment income (loss)” in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in current earnings. It includes, when applicable, other than temporary declines in the value of available for sale securities and the change in value of the Company’s holdings in certain private equity funds. The Company’s investments may include direct investments in insurance or consulting companies and investments in private equity funds. This line includes equity method gains/(losses) of $(4) million and $18 million for the three months ended June 30, 2011 and 2010, respectively, and $14 million and $17 million for the six months ended June 30, 2011 and 2010, respectively.

The Company has an investment in Trident II limited partnership, a private equity investment fund. At June 30, 2011, the Company’s investment in Trident II was approximately $117 million, reflected in other assets in the consolidated balance sheet. The Company’s maximum exposure to loss is equal to its investment plus any calls on its remaining capital commitment of $67 million. Since this fund is closed to new investments, none of the remaining capital commitment is expected to be called.

Income Taxes

The Company’s effective tax rate in the second quarter of 2011 was 31.1%. The 29.8% effective tax rate for the first six months of 2011 includes a benefit recorded in the first quarter from the effective settlement of the IRS audit for the years 2006 through 2008. Excluding this benefit, the effective tax rate for the first six months of 2011 was 31.4%.

The Company reported a net income tax benefit of $60 million in continuing operations in the second quarter of 2010 on a pretax loss of $89 million, an effective tax rate of 67.4%. The high tax benefit rate primarily reflects the combination of the tax benefit related to the Alaska settlement, determined at U.S. tax rates, with other pretax income that is subject to lower average effective tax rates applicable worldwide. Excluding the impact of the Alaska settlement, the effective tax rate for the quarter was 32.3%. The 14.9% effective tax rate for

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the first six months of 2010 also primarily reflects the tax benefit associated with the Alaska settlement as discussed below. Excluding the effect of the settlement, the effective tax rate for the first six months was 29.5%.

The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When appropriate, the Company establishes liabilities for uncertain tax positions in relation to the potential assessments, including the possible assessment of penalties. When establishing this liability, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company’s position, and reliance on the opinion of professional tax advisors.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in the tax return. The Company’s gross unrecognized tax benefits decreased from $199 million at December 31, 2010 to $152 million at June 30, 2011, primarily reflecting the effective settlement of issues on audit. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $20 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

Other Matters Impacting Results in Prior Periods

In June 2010, the Company settled a lawsuit brought by the Alaska Retirement Management Board (“ARMB”) against Mercer. Under the terms of the settlement agreement, Mercer paid $500 million, of which $100 million was covered by insurance, and recognized a charge of $400 million in the second quarter of 2010.

3. Fiduciary Assets and Liabilities

In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds of $22 million for each of the six-month periods ended June 30, 2011 and 2010. The Consulting segment recorded fiduciary interest income of $2 million in each of the six-month periods ended June 30, 2011 and 2010. Since fiduciary assets are not available for corporate use, they are shown in the consolidated balance sheets as an offset to fiduciary liabilities.

Fiduciary assets include approximately $179 million and $283 million of fixed income securities classified as available for sale at June 30, 2011 and December 31, 2010, respectively. Unrealized gains or losses from available for sale securities are recorded in other comprehensive income until the securities are disposed of, mature or recognized as an other than temporary impairment. Unrealized gains, net of tax, were $2 million and $5 million at June 30, 2011 and December 31, 2010, respectively.

Net uncollected premiums and claims and the related payables amounted to $10.1 billion at June 30, 2011 and $9.1 billion at December 31, 2010. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Net uncollected premiums and claims and the related payables are, therefore, not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.

In certain instances, the Company advances premiums, refunds or claims to insurance

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underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables.

4. Per Share Data

Under the accounting guidance which applies to the calculation of earnings per share (“EPS”) for share-based payment awards with rights to dividends or dividend equivalents, 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 basic and dilutive EPS using the two-class method.

Basic net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income attributable to common shares by the weighted average number of outstanding shares of the Company’s common stock.

Diluted net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income attributable to common shares by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares (excluding those that are considered participating securities). The diluted earnings per share calculation reflects the more dilutive effect of either (a) the two-class method that assumes that the participating securities have not been exercised or (b) the treasury stock method. Reconciliation of the applicable income components used for diluted earnings per share and basic weighted average common shares outstanding to diluted weighted average common shares outstanding is presented below.


Basic EPS Calculation Continuing Operations	Three Months Ended June 30,					Six Months Ended June 30,
(In millions, except per share figures)	2011		2010			2011		2010
Net income (loss) from continuing operations		$ 286	$	(29	)		$ 605		$ 245
Less: Net income attributable to non-controlling interests		7		6			13		10
Net income (loss) from continuing operations attributable to the Company		279		(35	)		592		235
Less: Portion attributable to participating securities		1		(1	)		4		4
Net income (loss) attributable to common shares for basic earnings per share		$ 278	$	(34	)		$ 588		$ 231
Basic weighted average common shares outstanding		547		541			545		537

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Basic EPS Calculation Net Income	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share figures)	2011		2010		2011		2010
Net income attributable to the Company		$ 282		$ 236		$ 607		$ 484
Less: Portion attributable to participating securities		2		3		4		8
Net income attributable to common shares for basic earnings per share		$ 280		$ 233		$ 603		$ 476
Basic weighted average common shares outstanding		547		541		545		537


Diluted EPS Calculation Continuing Operations	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share figures)	2011		2010		2011		2010
Net income (loss) from continuing operations		$ 286		$ (29)		$ 605		$ 245
Less: Net income attributable to non-controlling interests		7		6		13		10
Net income (loss) from continuing operations attributable to the Company		279		(35)		592		235
Less: Portion attributable to participating securities		1		—		4		4
Net income (loss) attributable to common shares for diluted earnings per share		$ 278		$ (35)		$ 588		$ 231
Basic weighted average common shares outstanding		547		541		545		537
Dilutive effect of potentially issuable common shares		8		—		9		4
Diluted weighted average common shares outstanding		555		541		554		541
Average stock price used to calculate common stock equivalents		$ 30.03		$ 23.16		$ 29.47		$ 23.00


Diluted EPS Calculation Net Income	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share figures)	2011		2010		2011		2010
Net income attributable to the Company		$ 282		$ 236		$ 607		$ 484
Less: Portion attributable to participating securities		2		3		4		8
Net income attributable to common shares for diluted earnings per share		$ 280		$ 233		$ 603		$ 476
Basic weighted average common shares outstanding		547		541		545		537
Dilutive effect of potentially issuable common shares		8		4		9		4
Diluted weighted average common shares outstanding		555		545		554		541
Average stock price used to calculate common stock equivalents		$ 30.03		$ 23.16		$ 29.47		$ 23.00

There were 41.4 million and 45.6 million stock options outstanding as of June 30, 2011 and 2010, respectively.

5. Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the six-month periods ended June 30, 2011 and 2010.


(In millions of dollars)	2011			2010
Assets acquired, excluding cash	$	128		$	532
Liabilities assumed		(17	)		(115	)
Shares issued (7.4 million shares in 2010)		—			(178	)
Contingent/deferred purchase consideration		(13	)		(55	)
Net cash outflow for current year acquisitions		98			184
Deferred purchase consideration from prior year acquisitions		15			14
Net cash outflow for acquisitions	$	113		$	198

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(In millions of dollars)	2011			2010
Interest paid	$	100		$	113
Income taxes (refunded)/paid	$	(112	)	$	34

The Company had non-cash issuances of common stock under its share-based payment plan of $181 million and $132 million for the six months ended June 30, 2011 and 2010, respectively. The Company recorded stock-based compensation expense related to equity awards of $83 million and $90 million for the six month periods ended June 30, 2011 and 2010, respectively.

The consolidated statement of cash flows for the period ended June 30, 2010 includes 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 in 2010 is as follows:


For the Year Ended June 30, (In millions of dollars)	2010
Net cash used for operations	$	(18	)
Net cash used for investing activities	$	(13	)
Effect of exchange rate changes on cash and cash equivalents	$	(4	)

The information above excludes the cash flow impacts of actual disposal transactions related to discontinued operations because the Company believes these transactions to be cash flows attributable to the parent company, arising from its decision to dispose of the discontinued operation. In the first six months of 2010, the Company’s cash flow reflects cash provided by investing activities of $110 million related to the disposition of KLS.

6. Comprehensive Income (Loss)

The components of comprehensive income (loss) for the six-month periods ended June 30, 2011 and 2010 are as follows:


(In millions of dollars)	2011			2010
Foreign currency translation adjustments, net of income tax expense (credit) ($2 for 2011 and $(8) for 2010, respectively)	$	235		$	(360	)
Unrealized investment holding losses, net of income tax credit ($1 for 2011 and $3 for 2010, respectively)		(4	)		(10	)
(Losses) gains related to pension/retiree plans, net of income tax expense ($3 for 2011 and $51 for 2010, respectively)		(9	)		135
Other comprehensive income (loss)		222			(235	)
Net income before non-controlling interests		620			494
Comprehensive income before non-controlling interests		842			259
Less: Comprehensive loss attributable to non-controlling interests		(13	)		(10	)
Comprehensive income attributable to the Company	$	829		$	249

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7. Acquisitions

During the first six months of 2011 the Company made three acquisitions in its Risk and Insurance Services segment and two in its Consulting segment. In January 2011, Marsh acquired RJF Agencies, Inc., an independent insurance broking firm in the Midwest. In February 2011, Marsh acquired Hampton Roads Bonding, a surety bonding agency for commercial, road, utility, maritime and government contractors in the state of Virginia, and the Boston office of Kinloch Consulting Group, Inc. These acquisitions were made to expand Marsh’s share in the middle-market through Marsh & McLennan Agency.

In January 2011, Mercer acquired Hammond Associates, an investment consulting company for endowments and foundations in the U.S. In June 2011, Mercer acquired Evaluation Associates LLC, an investment consulting firm.

Total purchase consideration for the 2011 acquisitions was $114 million which consisted of cash paid of $101 million, and estimated contingent consideration of $13 million. Contingent consideration arrangements are primarily based on EBITDA and revenue targets over two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $15 million of deferred purchase consideration related to acquisitions made in prior years.

In the second quarter of 2011, Marsh acquired the remaining minority interest of a previously majority owned entity for total purchase consideration of $8 million and accounted for this acquisition under the guidance for consolidations and non-controlling interests. This guidance requires that changes in a parent’s ownership interest while retaining financial controlling interest in a subsidiary be accounted for as an equity transaction. Stepping up the acquired assets to fair value or the recording of goodwill is not permitted. Therefore, the Company recorded a decrease to additional paid-in capital in 2011 of $2 million related to this transaction.

In the first quarter of 2011, the Company paid deferred purchase consideration of $13 million related to the purchase in 2009 of the minority interest of a previously controlled entity.

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their fair values (amounts in millions):


Cash	$	101
Contingent consideration		13
Total Consideration	$	114
Allocation of purchase price:
Cash and cash equivalents	$	3
Accounts receivable, net		5
Property, plant, and equipment		2
Intangible assets		45
Goodwill		76
Total assets acquired		131
Current liabilities		11
Other liabilities		6
Total liabilities assumed		17
Net assets acquired	$	114

Prior Year Acquisitions

During the first six months of 2010, the Company made four acquisitions in its Risk and

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Insurance Services segment, two of which were made in the second quarter of 2010.

During the first quarter of 2010, the Company made two acquisitions in its Risk and Insurance Services segment. In February 2010, Marsh acquired Haake Companies, Inc., an independent insurance broking firm in the Midwest. In March 2010, Marsh acquired Thomas Rutherfoord, Inc., an insurance broking firm in the Southeast and mid-Atlantic regions in the U.S. These acquisitions were made to expand Marsh’s share in the middle-market through Marsh & McLennan Agency.

On April 1, 2010, Marsh completed the acquisition of HSBC Insurance Brokers Ltd. This transaction deepens Marsh’s presence in the U.K., Hong Kong, Singapore, China and the Middle East. As part of the acquisition agreement, Marsh also entered into a strategic partnership with HSBC Bank that gives the Company preferred access to provide insurance broking and risk management services to HSBC and their corporate and private clients. On April 30, 2010, Marsh & McLennan Agency acquired the Bostonian Group, one of the largest regional insurance brokerages in New England. This transaction increases Marsh’s middle market presence. During the first quarter of 2010, Marsh acquired Haake Companies, Inc., one of the largest independent insurance broking firms in the Midwest, and Thomas Rutherfoord, Inc., one of the largest insurance broking firms in the Southeast and mid-Atlantic regions in the U.S. These acquisitions were made to expand Marsh’s share in the middle-market through Marsh & McLennan Agency.

Total purchase consideration for the four acquisitions made during the first six months of 2010 was $472 million which consisted of cash paid of $239 million, the issuance of 7.4 million shares with a fair value of $178 million, and estimated contingent consideration of $55 million. Contingent consideration arrangements are primarily based on EBITDA and revenue targets over two to four years. The fair value of the contingent consideration was based on earnings projections of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized.

In 2010, the Company also paid $14 million of deferred purchase consideration and $2 million of contingent purchase consideration related to acquisitions made in prior years.

In the first quarter of 2010, the Company paid deferred purchase consideration of $15 million related to the purchase in 2009 of the minority interest of a previously controlled entity.

Pro-Forma Information

While the company does not believe its acquisitions are material in the aggregate, the following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2011 and 2010. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2010. The pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

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	Three Months Ended June 30,					Six Months Ended June 30,
(In millions, except per share data)	2011		2010			2011		2010
Revenue	$	2,930	$	2,655		$	5,818	$	5,413
Income (loss) from continuing operations	$	287	$	(27	)	$	606	$	252
Net income attributable to the Company	$	282	$	239		$	607	$	491
Basic net income (loss) per share:
– Continuing operations	$	0.51	$	(0.06	)	$	1.08	$	0.44
– Net income attributable to the Company	$	0.51	$	0.43		$	1.11	$	0.89
Diluted net income (loss) per share:
– Continuing operations	$	0.50	$	(0.06	)	$	1.06	$	0.44
– Net income attributable to the Company	$	0.51	$	0.43		$	1.09	$	0.89

The Consolidated Statements of Income for the three and six months ended June 30, 2011 includes approximately $17 million of revenue and $3 million of net operating income and approximately $34 million of revenue and $6 million of net operating income, respectively, related to acquisitions made during 2011.

8. Dispositions

In the first quarter of 2010, Kroll completed the sale of KLS and on August 3, 2010, the Company completed the sale of Kroll to Altegrity.

Kroll’s results of operations are reported as discontinued operations in the Company’s consolidated statements of income. The three and six months ended June 30, 2010 also includes the loss on the sale of KLS, which includes the tax provision of $36 million on the sale. Discontinued operations for the six months ended June 30, 2011 primarily relates to an insurance recovery for legal fees incurred at Putnam prior to its sale and a tax recovery under the indemnity related to the Putnam sale.

The Company’s tax basis in its investment in the stock of Kroll at the time of sale exceeded the recorded amount primarily as a result of prior impairments of goodwill recognized for financial reporting, but not tax. Prior to the second quarter of 2010, a tax benefit was not recorded for this temporary difference because it was not apparent in the foreseeable future that it would reverse in a transaction that would result in a tax benefit. Since Kroll met the criteria for classification as a discontinued operation in the second quarter of 2010, the Company determined that it had the ability to carry back the capital loss realized against prior realized capital gains. Therefore, a $265 million deferred tax benefit was recorded in discontinued operations in the second quarter of 2010 to establish a deferred tax asset.

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


	Three Months Ended June 30,					Six Months Ended June 30,
(In millions of dollars)	2011		2010			2011			2010
Kroll Operations
Revenue	$	—	$	163		$	—		$	325
Expense		—		146			—			293
Net operating income		—		17			—			32
Income Tax		—		—			—			15
Income from Kroll operations, net of tax		—		17			—			17
Other discontinued operations, net of tax		—		—			—			—
Income (loss) from discontinued operations, net of tax		—		17			—			17
Disposals of discontinued operations		8		(8	)		8			7
Income tax (credit) expense		5		(262	)		(7	)		(225	)
Disposals of discontinued operations, net of tax		3		254			15			232
Discontinued operations net of tax	$	3	$	271		$	15		$	249
Discontinued operations, net of tax per share
– Basic	$	0.00	$	0.49		$	0.02		$	0.46
– Diluted	$	0.00	$	0.49		$	0.03		$	0.45

9. Goodwill and Other Intangibles

The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment test for each of its reporting units during the third quarter of each year. 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.

Changes in the carrying amount of goodwill are as follows:


(In millions of dollars)	2011		2010
Balance as of January 1, as reported ^(a)	$	6,420	$	5,990
Goodwill acquired		76		288
Other adjustments ^(b)		99		(121	)
Balance at June 30	$	6,595	$	6,157

^(a)	Amounts in 2010 excluded goodwill and accumulated impairment losses related to Kroll, which were reclassified to discontinued operations.

^(b)	Primarily foreign exchange.

Goodwill allocable to the Company’s reportable segments is as follows: Risk & Insurance Services, $4.5 billion and Consulting, $2.1 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:

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	June 30, 2011						December 31, 2010
(In millions of dollars)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount

Amortized intangibles	$	641	$	236	$	405	$	615	$	212	$	403

Aggregate amortization expense for the six months ended June 30, 2011 and 2010 was $32 million and $22 million, respectively, and the estimated future aggregate amortization expense is as follows:


For the Years Ending December 31, (In millions of dollars)	Estimated Expense

2011 (excludes amortization through June 30, 2011)		$ 32
2012		62
2013		56
2014		52
2015		45
Subsequent years		158
		$405

10. Fair Value Measurements

Fair Value Hierarchy

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB in ASC Topic No. 820 (“Fair Value Measurements and Disclosures”). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement.

Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:

Level 1 .

Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities, most U.S. Government and agency securities, money market mutual funds and certain other sovereign government obligations).

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

Level 2.

Assets and liabilities whose values are based on the following:

Quoted prices for similar assets or liabilities in active markets;

Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

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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

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 mutual funds and senior notes.

Level 3.

Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include private equity investments, certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power).

Valuation Techniques

Equity Securities & Mutual Funds

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

The investments listed in the caption above are valued on the basis of valuations furnished by an independent pricing service approved by the trustees or dealers. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities.

Interest Rate Swap Derivative

The fair value of interest rate swap derivatives is based on the present value of future cash flows at each valuation date resulting from utilization of the swaps, using a constant discount rate of 1.6% compared to discount rates based on projected future yield curves. (See Note 12)

Senior Notes due 2014

The fair value of the first $250 million of Senior Notes maturing in 2014 is estimated to be the carrying value of those notes adjusted by the fair value of the interest rate swap derivative, discussed above. In the first quarter of 2011, the Company entered into two interest rate swaps to convert interest on a portion of its Senior Notes from a fixed rate to a floating rate. The swaps are designated as fair value hedging instruments. The change in the fair value of the swaps will be recorded on the balance sheet. The carrying value of the debt related to these swaps will be adjusted by an equal amount. (See Note 12)

Contingent Consideration Liability

Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. Contingent consideration arrangements are primarily based on meeting EBITDA and revenue targets over two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows that would result from the projected revenue and earnings of the acquired entities.

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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 June 30, 2011 and December 31, 2010.


(In millions of dollars)	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
	6/30/11		12/31/10		6/30/11		12/31/10		6/30/11		12/31/10		6/30/11		12/31/10
Assets:
Financial instruments owned:
Exchange traded equity securities ^(a)		$ —		$ 1		$ —		$ —		$ —		$ —		$ —		$ 1
Mutual funds ^(a)		140		137		—		—		—		—		140		137
Medium term bond funds and fixed income securities ^(a)		—		—		—		—		—		—		—		—
Money market funds ^(b)		226		8		—		—		—		—		226		8
Interest rate swap derivatives ^(a)		—		—		5		—		—		—		5		—
Total assets measured at fair value		$366		$146		$ 5		$ —		$ —		$ —		$371		$146
Fiduciary Assets:
State and local obligations (including non-U.S. locales)		$ —		$ —		$ 35		$ 68		$ —		$ —		$ 35		$ 68
Other sovereign government obligations and supranational agencies		—		—		140		185		—		—		140		185
Corporate and other debt		—		—		4		30		—		—		4		30
Money market funds		175		152		—		—		—		—		175		152
Total fiduciary assets measured at fair value		$175		$152		$179		$283		$ —		$ —		$354		$435
Liabilities:
Contingent consideration liability ^(c)		$ —		$ —		$ —		$ —		$111		$106		$111		$106
Senior Notes due 2014 ^(d)		$ —		$ —		$255		$ —		$ —		$ —		$255		$ —
Total liabilities measured at fair value		$ —		$ —		$255		$ —		$111		$106		$366		$106

^(a)	Included in other assets in the consolidated balance sheets.

^(b)	Included in cash and cash equivalents in the consolidated balance sheets.

^(c)	Included in accounts payable and accrued liabilities and in other liabilities in the consolidated balance sheets.

^(d)	Included in long term debt in the consolidated balance sheets.

During the six month period ended June 30, 2011, there were no assets that transferred between Level 1 and Level 2.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the quarter ended June 30, 2011 that represents contingent consideration related to acquisitions:

Fair Value,

Beginning of
Period

Additions

Payments

Revaluation

Impact

Fair Value,

End of Period

Contingent consideration

$106

$15

(6)

(4)

$111

The fair value of the contingent liability is based on earnings projections of revenue and earnings for the acquired entities that are reassessed on a quarterly basis.

11. Retirement Benefits

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The Company maintains qualified and non-qualified defined benefit pension plans for its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax qualified defined benefit retirement plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers defined benefit plans.

The target asset allocation for the U.S. Plan is 58% equities and 42% fixed income. At the end of the second quarter of 2011, the actual allocation for the U.S. Plan was 62% equities and 38% fixed income. The target asset allocation for the U.K. Plan, which comprises approximately 82% of non-U.S. Plan assets, is 58% equities and 42% fixed income. At the end of the second quarter of 2011, the actual allocation for the U.K. Plan was 55% equities and 45% fixed income.

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


Combined U.S. and significant non-U.S. Plans For the Three Months Ended June 30,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011			2010
Service cost		$ 58			$ 48			$ 1			$ 2
Interest cost		153			141			4			4
Expected return on plan assets		(224	)		(200	)		—			—
Amortization of prior service credit		(4	)		(5	)		(4	)		(4	)
Recognized actuarial loss		53			37			—			—
Net periodic benefit cost		$ 36			$ 21			$ 1			$ 2


Combined U.S. and significant non-U.S. Plans For the Six Months Ended June 30,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011			2010
Service cost		$114			$ 98			$ 3			$ 3
Interest cost		305			286			7			7
Expected return on plan assets		(445	)		(404	)		—			—
Amortization of prior service credit		(9	)		(10	)		(7	)		(7	)
Recognized actuarial loss		108			72			—			—
Net periodic benefit cost		$ 73			$ 42			$ 3			$ 3


U.S. Plans only For the Three Months Ended June 30,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011			2010
Service cost		$ 21			$ 19			$ 1			$ 1
Interest cost		57			57			3			3
Expected return on plan assets		(78	)		(74	)		—			—
Amortization of prior service credit		(4	)		(5	)		(4	)		(4	)
Recognized actuarial loss		24			19			—			—
Net periodic benefit cost		$ 20			$ 16			$ —			$ —

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U.S. Plans only For the Six Months Ended June 30,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011			2010
Service cost		$ 42			$ 38			$ 2			$ 2
Interest cost		115			113			5			5
Expected return on plan assets		(157	)		(147	)		—			—
Amortization of prior service credit		(8	)		(9	)		(7	)		(7	)
Recognized actuarial loss		50			36			—			—
Net periodic benefit cost		$ 42			$ 31			$ —			$ —


Significant non-U.S. Plans only For the Three Months Ended June 30,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011		2010
Service cost		$ 37			$ 29			$ —		$ 1
Interest cost		96			84			1		1
Expected return on plan assets		(146	)		(126	)		—		—
Amortization of prior service cost		—			—			—		—
Recognized actuarial loss		29			18			—		—
Net periodic benefit cost		$ 16			$ 5			$ 1		$ 2


Significant non-U.S. Plans only For the Six Months Ended June 30,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011		2010
Service cost		$ 72			$ 60			$ 1		$ 1
Interest cost		190			173			2		2
Expected return on plan assets		(288	)		(257	)		—		—
Amortization of prior service cost		(1	)		(1	)		—		—
Recognized actuarial loss		58			36			—		—
Net periodic benefit cost		$ 31			$ 11			$ 3		$ 3

The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:


Combined U.S. and significant non-U.S. Plans	Pension Benefits						Postretirement Benefits
	2011			2010			2011			2010
Weighted average assumptions:
Expected return on plan assets		8.2	%		8.1	%		—			—
Discount rate		5.6	%		6.0	%		5.8	%		6.3	%
Rate of compensation increase		4.1	%		4.2	%		—			—

The Company made $170 million of contributions to its U.S. non-qualified and non-U.S. pension plans in the first half of 2011 and expects to contribute approximately $150 million for the remainder of 2011 for these plans.

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12. Debt

The Company’s outstanding debt is as follows:


(In millions of dollars)	June 30, 2011		December 31, 2010
Short-term:
Current portion of long-term debt		$ 260		$ 8

Long-term:
Senior notes – 6.25% due 2012 (5.1% effective interest rate)		$ 252		$ 253
Senior notes – 4.850% due 2013		250		250
Senior notes – 5.875% due 2033		296		296
Senior notes – 5.375% due 2014		653		648
Senior notes – 5.75% due 2015		747		747
Senior notes – 9.25% due 2019		398		398
Mortgage – 5.70% due 2035		435		439
Other		2		3
		3,033		3,034
Less current portion		260		8
		$2,773		$3,026

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

On June 27, 2011, the Company commenced tender offers (the “tender offers”) to purchase for cash up to a total of $500 million aggregate principal amount of its outstanding 5.375% notes due 2014 (the “2014 Notes”) and 5.750% notes due 2015 (the “2015 Notes” and together with the 2014 Notes, the “Outstanding Notes”), of which $650 million and $750 million, respectively, were then outstanding.

The Company used proceeds from the issuance of 4.80% ten-year $500 million senior notes in the third quarter of 2011 and cash on hand to fund the amounts associated with the tendered bonds.

During the third quarter of 2010, the Company repaid its 5.15% fixed rate $550 million senior notes that matured.

On October 23, 2009, the Company and certain of its foreign subsidiaries entered into a $1.0 billion multi-currency three-year unsecured revolving credit facility, which replaced a $1.2 billion facility. The interest rate on this facility varies based upon the Company’s credit ratings and the Company’s credit default swap levels subject to floors and caps. The facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at June 30, 2011.

Derivative Financial Instruments

In February 2011, the Company entered into two $125 million 3.5-year interest rate swaps to hedge changes in the fair value of the first $250 million of its 5.375% senior notes due in 2014.

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Under the terms of the swaps, the counterparties will pay the Company a fixed rate of 5.375% and the Company will pay interest at a floating rate of three-month LIBOR plus a fixed spread of 3.726%. The maturity date of the senior notes and the swaps will match exactly. The floating rate resets quarterly, with every second reset occurring on the interest payment date of the senior notes. The swaps net settle every six months on the senior note coupon payment dates. The swaps are designated as fair value hedging instruments and are deemed to be perfectly effective in accordance with applicable accounting guidance. The fair value of the swaps at inception were zero and subsequent changes in the fair value of the interest rate swaps are reflected in the carrying value of the interest rate swaps and in the consolidated balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal amount. The gain or loss on the hedged item (fixed rate debt) and the offsetting gain or loss on the interest rate swaps as of June 30, 2011 is as follows:

Income statement classification

(In millions of dollars)

Gain on

Swaps

Loss on

Notes

Net
Income

Effect

$4.7

(4.7)

$—

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

13. Restructuring Costs

The Company recorded total restructuring costs of $5 million in the first six months of 2011, primarily related to severance.

Details of the activity from January 1, 2010 through June 30, 2011 regarding restructuring activities which includes liabilities from actions prior to 2011 are as follows:


(In millions of dollars)	Liability at 1/1/10		Amounts Accrued		Cash Paid		Liability at 12/31/10		Amounts Accrued		Cash Paid		Other ^(a)		Liability at 6/30/11
Severance		$ 77		$ 79		$(116)		$ 40		$ 5		$(29)		$ 1		$ 17
Future rent under non-cancelable leases and other costs		182		62		(73)		171		—		(24)		5		152
Total		$259		$141		$(189)		$211		$ 5		$(53)		$ 6		$169

^(a)	Primarily foreign exchange

The expenses associated with the above initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on the consolidated balance sheets as Accounts payable, Other liabilities, or Accrued compensation, depending on the nature of the items.

14. Financial Instruments

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

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June 30, 2011

December 31, 2010

(In millions of dollars)

Carrying

Amount

Fair

Value

Carrying

Amount

Fair

Value

Cash and cash equivalents

$1,659

$1,894

Long-term investments

$ 58

$ 68

$ 64

Short-term debt

$ 260

$ 267

$ 8

Long-term debt

$2,773

$3,020

$3,026

$3,234

Cash and Cash Equivalents : The estimated fair value of the Company’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, certain investments carried at cost and unrealized gains related to available for sale investments held in a fiduciary capacity as discussed below.

The Company has long-term investments of $35 million and $39 million at June 30, 2011 and December 31, 2010, carried on the cost basis for which there are no readily available market prices. These investments are included in Other assets in the consolidated balance sheets. The Company monitors these investments for impairment and makes appropriate reductions in carrying values when necessary.

The Company had available for sale securities with an aggregate fair value of $20 million and $23 million at June 30, 2011 and December 31, 2010, respectively, which are carried at market value under ASC Topic No. 320. The Company had gross unrealized gains (pre-tax) on these securities of $7 million and $8 million included in accumulated other comprehensive income at June 30, 2011 and December 31, 2010, respectively. The Company recorded the following change in unrealized gains and losses for the three and six-month periods ended June 30, 2011 and 2010.


(In millions of dollars)	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Unrealized gains (pre-tax)		$ —		$ 1		$ —		$ 1
Unrealized losses (pre-tax)		$ —		$ —		$(1)		$ —

A portion of the Company’s fiduciary funds described in Note 3 are invested in high quality debt securities and are classified as available for sale. Gross unrealized gains (pre-tax) on these securities that are included in other assets and accumulated other comprehensive income in the consolidated balance sheets were $3 million and $7 million at June 30, 2011 and December 31, 2010, respectively. In each of the six months ended June 30, 2011 and 2010, the Company recorded gross unrealized losses (pre-tax) of $4 million and $6 million related to these investments. These amounts have been excluded from earnings and reported, net of deferred income taxes, in accumulated other comprehensive income (loss), which is a component of equity.

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Proceeds from the sale of available for sale investments were as follows:

Three Months Ended

June 30,

Six Months Ended

June 30,

(In millions of dollars)

2011

2010

2011

2010

Proceeds from the sale of available for sale securities

$ 2

$ —

$ 3

$14

The cost of equity securities sold is determined using the average cost method.

The Company 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. The Company recorded the following gains (losses) related to these investments:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions of dollars)	2011		2010		2011	2010
Equity method gains (losses)		$ (4)		$ 18	$ 14		$ 17
Gains (losses) on cost method investments		(3)		—	(2)		1
Gains (losses) from equity and cost method investments		(7)		18	12		18
Realized gains on available for sale securities		1		—	1		8
Investment income (loss)		$ (6)		$ 18	$ 13		$ 26

Short-term and Long-term Debt : The fair value of the Company’s short-term debt, which consists primarily of term debt maturing within the next year, approximates its carrying value. The estimated fair value of a primary portion of the Company’s long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. The fair value of the first $250 million of Senior Notes maturing in 2014 is estimated to be the carrying value of those notes adjusted by the fair value of the interest rate swap derivative, discussed above.

15. Common Stock

During the second quarter of 2011, the Company repurchased approximately 7.8 million shares of its common stock for a total consideration of approximately $235 million at an average price per share of $30.10. The repurchased shares were reflected as an increase in treasury shares (a decrease in shares outstanding). The Company did not purchase any shares of its common stock in the first three months of 2011. The Company remains authorized to repurchase additional shares of its common stock up to a value of $179 million. There is no time limit on this authorization.

In December 2010, the Company repurchased approximately 3.4 million shares of its common stock for total consideration of $85.5 million at an average price per share of $25.40. This share repurchase was effected under a $500 million share repurchase authorization granted by the Company’s Board of Directors in September 2010.

16. Claims, Lawsuits and Other Contingencies

Errors and Omissions Claims

The Company and its subsidiaries, particularly Marsh and Mercer, are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the

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performance of professional services, including the placement of insurance and the provision of actuarial services for corporate and public clients. Certain of these claims seek damages, including punitive and treble damages, in amounts that could, if awarded, be significant. In establishing liabilities for errors and omissions claims in accordance with FASB ASC Subtopic No. 450-20 (Contingencies—Loss Contingencies), the Company utilizes case level reviews by inside and outside counsel and an internal actuarial analysis to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable.

To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year. The Company is not aware of coverage defenses or other obstacles to coverage that would limit recoveries through policy year 2001-2002 in a material amount. Beginning in 2002, the availability of third-party insurance has declined.

Governmental Inquiries and Related Claims

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

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

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

Other Contingencies—Guarantees

In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited (“River Thames”), which we 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 June 30, 2011, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from us under the guarantee.

From 1980 to 1983, the Company owned indirectly the English & American Insurance Company (“E&A”), which was a member of the ILU. The ILU required the Company to guarantee a portion

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of E&A’s obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company’s agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and we anticipate that additional claimants may seek to recover against the letter of credit.

Putnam-related Matters

Under the terms of a stock purchase agreement with Great-West Lifeco Inc. (“GWL”) related to GWL’s purchase of Putnam Investments Trust from the Company in August 2007, a copy of which was included as an exhibit to the Company’s Form 8-K filed on February 1, 2007, we agreed to indemnify GWL with respect to certain Putnam-related litigation and regulatory matters. Most of these matters have been resolved.

One action by investors in certain Putnam mutual funds, which asserts derivative claims on behalf of the funds against Putnam regarding excessive short-term trading, remains pending in the District of Maryland, and may be subject to our indemnification obligations.

Kroll-related Matters

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

The pending proceedings and other matters described in this Note 16 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages and other forms of relief. Where a loss is both probable and reasonably estimable, we establish liabilities in accordance with FASB ASC Subtopic No. 450-20 (Contingencies—Loss Contingencies). Except as described above, we are not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company’s consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company’s consolidated results of operations, financial condition or cash flows in a future period.

17. Segment Information

The Company is organized based on the types of services provided. Under this organizational structure, the Company’s business segments are:

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

Consulting , comprising Mercer and Oliver Wyman Group

With the sale of Kroll in August 2010, along with previous divestiture transactions between 2008 and 2010, the Company has divested its entire Risk Consulting and Technology segment.

The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2010 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses,

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and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.

Selected information about the Company’s operating segments for the three and six-month periods ended June 30, 2011 and 2010 are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions of dollars)	Revenue			Operating Income (Loss)			Revenue			Operating Income (Loss)
2011 –
Risk and Insurance Services		$1,620	^(a)		$ 356			$3,254	^(c)		$ 739
Consulting		1,319	^(b)		152			2,580	^(d)		280
Total Operating Segments		2,939			508			5,834			1,019
Corporate / Eliminations		(11	)		(43	)		(22	)		(82	)
Total Consolidated		$2,928			$ 465			$5,812			$ 937
2010 –
Risk and Insurance Services		$1,459	^(a)		$ 258			$2,951	^(c)		$ 605
Consulting		1,168	^(b)		(275	)		2,323	^(d)		(159	)
Total Operating Segments		2,627			(17	)		5,274			446
Corporate / Eliminations		(21	)		(33	)		(33	)		(71	)
Total Consolidated		$2,606			$ (50	)		$5,241			$ 375

^(a)	Includes inter-segment revenue of $1 million in both 2011 and 2010, respectively, interest income on fiduciary funds of $10 million and $11 million in 2011 and 2010, respectively, and equity method income of $7 million in both 2011 and 2010.

^(b)	Includes inter-segment revenue of $10 million and $20 million in 2011 and 2010, respectively, and interest income on fiduciary funds of $1 million in both 2011 and 2010.

^(c)	Includes inter-segment revenue of $2 in both 2011 and 2010, respectively, interest income on fiduciary funds of $22 million in both 2011 and 2010, respectively, and equity method income of $9 million and $8 million in 2011 and 2010, respectively.

^(d)	Includes inter-segment revenue of $20 million and $31 million in 2011 and 2010, respectively, and interest income on fiduciary funds of $2 million in both 2011 and 2010.

Details of operating segment revenue for the three and six-month periods ended June 30, 2011 and 2010 is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions of dollars)	2011			2010			2011			2010
Risk and Insurance Services
Marsh		$1,362			$1,214			$2,654			$2,389
Guy Carpenter		258			245			600			562
Total Risk and Insurance Services		1,620			1,459			3,254			2,951
Consulting
Mercer		945			838			1,867			1,687
Oliver Wyman Group		374			330			713			636
Total Consulting		1,319			1,168			2,580			2,323
Total Operating Segments		2,939			2,627			5,834			5,274
Corporate / Eliminations		(11	)		(21	)		(22	)		(33	)
Total		$2,928			$2,606			$5,812			$5,241

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18. New Accounting Pronouncements

In June 2011, the FASB issued guidance related to the presentation of Comprehensive Income. The new guidance gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

The guidance is effective for fiscal years, and interim periods within those years, beginning after December 31, 2011 and must be applied retrospectively. Other than enhanced disclosure, adoption of this guidance will not have a material affect on the Company’s financial statements.

In December 2009, the FASB issued new guidance related to the Consolidation of Variable Interest Entities (“VIE”). The new guidance focuses on “controlling financial interests” and requires companies to perform qualitative analysis to determine whether they must consolidate a VIE by assessing whether the variable interests give them controlling financial interests in the VIE. This guidance is effective for transfers occurring on or after November 15, 2009. Provisions must be applied in annual reporting periods beginning after November 15, 2009 and interim periods within that annual period. The adoption of the guidance did not have a material impact on the Company’s financial statements.

Also, effective January 1, 2010, the Company adopted new guidance that indefinitely defers the above changes relating to the Company’s interests in entities that have all the attributes of an investment company or for which it is industry practice to apply measurement principles for financial reporting that are consistent with those applied by an investment company. As a result, the guidance discussed in the preceding paragraph did not apply to certain investment management trusts managed by Mercer. Mercer manages approximately $18 billion of assets in trusts or funds for which Mercer’s management or trustee fee is considered a variable interest. Mercer is not the primary beneficiary of these trusts or funds. Mercer’s only variable interest in any of these trusts or funds is its unpaid fees, if any. Mercer’s maximum exposure to loss of its interests is, therefore, limited to collection of its fees.

In January 2011, the Company adopted guidance issued by the FASB on revenue recognition regarding multiple-deliverable revenue arrangements. The adoption of this new guidance did not have a material impact on the Company’s financial statements.

In January 2011, the Company adopted guidance issued by the FASB which establishes a revenue recognition model for contingent consideration that is payable upon the achievement of an uncertain future event, referred to as a milestone. The scope of this guidance is limited to research or development arrangements and requires an entity to record the milestone payment in its entirety in the period received if the milestone meets all the necessary criteria to be considered substantive. However, entities would not be precluded from making an accounting policy election to apply another appropriate accounting policy that results in the deferral of some portion of the arrangement consideration. The adoption of this new guidance did not have a material impact on the Company’s financial statements.

In May 2010, the FASB issued guidance for foreign currency issues and Venezuela’s highly inflationary status. The guidance states that Venezuela’s economy should be considered highly

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inflationary as of January 1, 2010 and therefore a U.S. dollar reporting entity must remeasure the financial statements of its Venezuelan subsidiaries as if the subsidiaries’ functional reporting currency were the entity’s reporting currency (i.e., the U.S. dollar). Any changes related to the conversion of non-U.S. dollar denominated balance sheet accounts must be recognized in earnings. The adoption of the guidance did not have a material impact on the Company’s financial statements.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Marsh & McLennan Companies, Inc. and Subsidiaries (“the Company”) is a global professional services firm providing advice and solutions in the areas of risk, strategy, and human capital. The Company’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; and Oliver Wyman Group, which provides management consulting and other services. The Company’s approximately 52,000 employees worldwide provide analysis, advice and transactional capabilities to clients in over 100 countries.

The Company’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.

In the first quarter of 2010, Kroll completed the sale of Kroll Laboratory Specialists (“KLS”) and on August 3, 2010, the Company completed the sale of Kroll to Altegrity. With the Kroll disposition completed in August 2010, along with the previous disposals of other businesses between 2008 and 2010, the Company has divested its entire Risk Consulting and Technology segment. As described in Note 1 to the consolidated financial statements, based on the terms and conditions of the divestitures of the Corporate Advisory and Restructuring businesses (“CARG”) in 2008, the Company determined it has “continuing involvement” in those businesses, as that term is used in SEC Staff Accounting Bulletin Topic 5e. Therefore classification of CARG as discontinued operations is not appropriate, and their financial results in the current and prior periods are included in operating income. The run-off of the Company’s involvement in the CARG businesses is managed by the Company’s corporate departments, and consequently, the financial results of these businesses are included in “Corporate” for segment reporting purposes.

Operating results for Kroll and KLS and the net after-tax loss on the disposal of KLS is included in discontinued operations in the first six months of 2010.

In January 2011, Marsh acquired RJF Agencies, an independent insurance agency in the upper Midwest. In February 2011, Marsh acquired Hampton Roads Bonding, a surety bonding agency for commercial, road, utility, maritime and government contractors in the state of Virginia, and the Boston office of Kinloch Consulting Group, Inc.

In the first quarter of 2010, Marsh acquired Haake Companies, Inc., an insurance broking firm in the Midwest region and Thomas Rutherfoord, Inc., an insurance broking firm in the Southeast and mid-Atlantic regions of the U.S. In the second quarter of 2010, Marsh acquired HSBC Insurance Brokers Ltd., an international provider of risk intermediary and risk advisory services and the Bostonian Group Insurance Agency, Inc. and Bostonian Solutions, Inc. (collectively the “Bostonian Group”), a regional insurance brokerage in New England. In the fourth quarter of 2010, Marsh acquired Trion, a U.S. private benefits specialist and SBS, a Georgia-based benefits brokerage and consulting firm.

In the first quarter of 2011, Mercer acquired Hammond Associates, an investment consulting company for endowments and foundations in the U.S. In June 2011, Mercer acquired

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Evaluation Associates, an investment consulting firm.

In July 2010, Mercer acquired Innovative Process Administration (“IPA”), a provider of health and benefit recordkeeping and employee enrollment technology. In August 2010, Mercer acquired ORC Worldwide, a premier provider of HR knowledge, data and solutions for professionals in numerous industries.

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


	Second Quarter					Six Months
(In millions, except per share figures)	2011		2010			2011		2010
Revenue	$	2,928	$	2,606		$	5,812	$	5,241
Expense:
Compensation and Benefits		1,728		1,614			3,449		3,189
Other Operating Expenses		735		1,042			1,426		1,677
Operating Expenses		2,463		2,656			4,875		4,866
Operating Income (Loss)		465		(50	)		937		375
Income (Loss) from Continuing Operations		286		(29	)		605		245
Discontinued Operations, net of tax		3		271			15		249
Net Income Before Non-Controlling Interest		289		242			620		494
Net Income Attributable to the Company	$	282	$	236		$	607	$	484
Income (Loss) From Continuing Operations Per Share:
Basic	$	0.51	$	(0.06	)	$	1.08	$	0.43
Diluted	$	0.50	$	(0.06	)	$	1.06	$	0.43
Net Income Per Share Attributable to the Company:
Basic	$	0.51	$	0.43		$	1.10	$	0.89
Diluted	$	0.50	$	0.43		$	1.09	$	0.88
Average Number of Shares Outstanding:
Basic		547		541			545		537
Diluted		555		545			554		541
Shares Outstanding at June 30,		541		542			541		542

The Company reported consolidated operating income of $465 million in the second quarter of 2011 compared with a consolidated operating loss of $50 million in the prior year. The second quarter 2010 results include a net charge of $400 million in the Consulting segment due to the resolution of litigation brought by the Alaska Retirement Management Board (“ARMB”) against Mercer. Excluding this charge, operating income in the second quarter of 2010 would have been $350 million, and when compared with 2011 results, would reflect increases of $98 million in Risk and Insurance Services and $27 million in Consulting.

- 34 -

The Company reported consolidated operating income of $937 million for the first six months of 2011 compared with $375 million in the prior year. Excluding the settlement charges as discussed above, operating income in the first six months of 2010 would have been $775 million compared with $937 million in 2011 reflecting increases of $134 million in Risk & Insurance Services and $39 million in Consulting.

Consolidated Revenue and Expense

The Company conducts business in many countries, as a result of which the impact of foreign exchange rate movements may distort period-to-period comparisons of revenue. Similarly, the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue, presented below measures the change in revenue from one period to another by isolating these impacts. The impact of foreign currency exchange fluctuations and acquisitions and dispositions, including transfers among businesses, on the Company’s operating revenues by segment is as follows:


(In millions of dollars)	Three Months Ended June 30,						% Change GAAP Revenue			Components of Revenue Change*
	Three Months Ended June 30,									Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue
	2011			2010						Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue

Risk and Insurance Services
Marsh		$1,353			$1,205			12	%		5	%		3	%		5	%
Guy Carpenter		257			243			6	%		2	%		(1	)%		5	%
Subtotal		1,610			1,448			11	%		4	%		2	%		5	%
Fiduciary Interest Income		10			11
Total Risk and Insurance Services		1,620			1,459			11	%		4	%		2	%		5	%
Consulting
Mercer		945			838			13	%		6	%		2	%		4	%
Oliver Wyman Group		374			330			14	%		6	%		—			8	%
Total Consulting		1,319			1,168			13	%		6	%		2	%		5	%
Corporate/Eliminations		(11	)		(21	)
Total Revenue		$2,928			$2,606			12	%		5	%		2	%		5	%

*	Components of revenue change may not add due to rounding.

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The following table provides more detailed revenue information for certain of the components presented above:


(In millions of dollars)	Three Months Ended June 30,				% Change GAAP Revenue			Components of Revenue Change*
	Three Months Ended June 30,							Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue
	2011		2010					Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue

Marsh:
EMEA		$ 445		$397		12	%		8	%		—			4	%
Asia Pacific		169		139		21	%		13	%		3	%		6	%
Latin America		83		66		25	%		7	%		—			18	%
Total International		697		602		16	%		9	%		1	%		6	%
U.S. / Canada		656		603		9	%		1	%		5	%		3	%
Total Marsh		$1,353		$1,205		12	%		5	%		3	%		5	%
Mercer:
Retirement		$ 271		$259		5	%		6	%		—			(1	)%
Health and Benefits		241		227		6	%		4	%		(3	)%		5	%
Rewards, Talent & Communications		127		102		26	%		6	%		10	%		10	%
Total Mercer Consulting		639		588		9	%		5	%		—			3	%
Outsourcing		188		161		16	%		9	%		5	%		2	%
Investment Consulting & Management		118		89		32	%		11	%		8	%		13	%
Total Mercer		$ 945		$838		13	%		6	%		2	%		4	%

*	Components of revenue change may not add due to rounding.


(In millions of dollars)	Six Months Ended June 30,						% Change GAAP Revenue			Components of Revenue Change*
	Six Months Ended June 30,									Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue
	2011			2010						Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue

Risk and Insurance Services
Marsh		$2,635			$2,371			11	%		2	%		5	%		4	%
Guy Carpenter		597			558			7	%		1	%		—			6	%
Subtotal		3,232			2,929			10	%		2	%		4	%		5	%
Fiduciary Interest Income		22			22
Total Risk and Insurance Services		3,254			2,951			10	%		2	%		4	%		5	%
Consulting
Mercer		1,867			1,687			11	%		4	%		2	%		4	%
Oliver Wyman Group		713			636			12	%		4	%		—			9	%
Total Consulting		2,580			2,323			11	%		4	%		2	%		6	%
Corporate/Eliminations		(22	)		(33	)
Total Revenue		$5,812			$5,241			11	%		3	%		3	%		5	%

*	Components of revenue change may not add due to rounding.

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(In millions of dollars)	Six Months Ended June 30,				% Change GAAP Revenue			Components of Revenue Change*
	Six Months Ended June 30,							Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue
	2011		2010					Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue

Marsh:
EMEA		$ 996		$ 924		8	%		2	%		3	%		3	%
Asia Pacific		294		238		24	%		10	%		6	%		7	%
Latin America		144		118		21	%		2	%		—			19	%
Total International		1,434		1,280		12	%		4	%		3	%		5	%
U.S. / Canada		1,201		1,091		10	%		1	%		6	%		3	%
Total Marsh		$2,635		$2,371		11	%		2	%		5	%		4	%
Mercer:
Retirement		$ 552		$ 539		2	%		4	%		—			(1	)%
Health and Benefits		478		452		6	%		2	%		(3	)%		7	%
Rewards, Talent & Communications		244		195		26	%		4	%		10	%		12	%
Total Mercer Consulting		1,274		1,186		7	%		3	%		—			4	%
Outsourcing		364		323		12	%		6	%		5	%		1	%
Investment Consulting & Management		229		178		29	%		8	%		8	%		13	%
Total Mercer		$1,867		$1,687		11	%		4	%		2	%		4	%

*	Components of revenue change may not add due to rounding.

Revenue

Consolidated revenue for the second quarter of 2011 was $2.9 billion, an increase of 12% compared with the same period in the prior year. On an underlying basis revenue increased 5%.

Revenue in the Risk and Insurance Services segment for the second quarter of 2011 increased 11% to $1.6 billion, from the same period in 2010, or 5% on an underlying basis. Within the Risk and Insurance Services segment, revenue for both Marsh and Guy Carpenter increased 5% on an underlying basis. Marsh experienced revenue growth in all geographic operations, with particularly strong growth in Latin America. Revenue growth at Guy Carpenter was driven by global specialties and continental Europe. Consulting revenue increased 13% to $1.3 billion, resulting from increases of 13% in Mercer and 14% in Oliver Wyman. On an underlying basis, Consulting revenue increased 5% reflecting increases of 4% in Mercer and 8% in Oliver Wyman.

For the first six months of 2011, Risk & Insurance Services revenue increased 10% from the same period in 2010, 5% on an underlying basis. Consulting revenue increased 11%, resulting from an 11% increase at Mercer and a 12% increase at Oliver Wyman. On an underlying basis, consulting revenue increased 6%, resulting from a 4% increase at Mercer and a 9% increase at Oliver Wyman.

Operating Expense

Consolidated operating expense in the second quarter of 2011 decreased 7% from the same period in 2010. Expenses in 2010 included the net charge of $400 million related to the resolution of the ARMB litigation. Excluding this charge, expenses would have increased 9%. This reflects a 2% increase in underlying expenses, a 5% increase due to the impact of foreign exchange, and a 2% increase due to the impact of acquisitions. The increase in underlying expenses primarily reflects higher compensation and benefits costs, including increased pension costs, higher consulting costs, asset-based fees and expenses reimbursable from clients.

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For the six months ended June 30, 2011, operating expenses were flat compared to the same period in 2010. Excluding the impact of the charge related to the litigation discussed above, expenses would have increased 9%, reflecting a 3% increase due to the impact of foreign exchange, a 3% increase due to the impact of acquisitions and a 3% increase in underlying expenses.

Restructuring

In the first six months of 2011 the Company recorded total restructuring costs of $5 million primarily related to severance. In the first six months of 2010 the Company incurred restructuring costs of $57 million, primarily related to severance and benefits including approximately $25 million for cost reduction activities related to recent acquisitions.

Risk and Insurance Services

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


	Second Quarter						Six Months
(In millions of dollars)	2011			2010			2011			2010
Revenue	$	1,620		$	1,459		$	3,254		$	2,951
Compensation and Benefits		863			834			1,727			1,615
Other Expenses		401			367			788			731
Expense		1,264			1,201			2,515			2,346
Operating Income	$	356		$	258		$	739		$	605
Operating Income Margin		22.0	%		17.7	%		22.7	%		20.5	%

Revenue

Revenue in the Risk and Insurance Services segment in the second quarter of 2011 increased 11% to $1.6 billion, or 5% on an underlying basis compared with the same period in 2010.

In Marsh, revenue in the second quarter of 2011 was $1.4 billion, an increase of 12% from the same quarter of the prior year resulting from an increase of 5% in both underlying revenue and the impact of foreign currency translation and 3% from acquisitions. The underlying revenue growth was across all major geographic markets with particularly strong growth in Latin America. Underlying revenue increased 3% in the U.S. / Canada, 18% in Latin America, 6% in Asia Pacific and 4% in EMEA. Marsh new business increased 8% with similar growth in both U.S./Canada and international.

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benefits brokerage and consulting firm.

Guy Carpenter’s revenue increased 6% to $257 million in the second quarter of 2011 compared with the same period in 2010, or 5% on an underlying basis, led by global specialties and continental Europe. The increase in underlying revenue reflects continued strong new business growth and high client retentions.

Revenue in the Risk & Insurance Services segment increased 10% for the first six months of 2011 compared with the same period of 2010, or 5% on an underlying basis.

Expense

Expenses in the Risk and Insurance Services segment increased 5% in the second quarter of 2011, compared with the same period in the prior year, reflecting a 5% increase related to the impact of foreign currency and a 2% increase from acquisitions, partially offset by a 2% decrease in underlying expenses. The decrease in underlying expenses is primarily due to lower restructuring costs in 2011 compared with 2010.

Expenses for the six-month period in 2011 increased 7% compared with prior year, reflecting an increase of 3% related to the impact of foreign currency and a 4% increase from acquisitions. Underlying expenses were flat compared to the six-month period in the prior year.

Consulting

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


	Second Quarter					Six Months
(In millions of dollars)	2011			2010		2011			2010
Revenue	$	1,319		$	1,168	$	2,580		$	2,323
Compensation and Benefits		800			721		1,594			1,458
Other Expenses	367			722		706			1,024
Expense		1,167			1,443		2,300			2,482
Operating Income	$	152		$	(275)	$	280		$	(159)
Operating Income Margin		11.5	%		N/A		10.9	%		N/A

Revenue

Consulting revenue in the second quarter of 2011 increased 13% compared with the same period in 2010, or 5% on an underlying basis. Mercer’s revenue reached $945 million in the second quarter of 2011, an increase of 13%. On an underlying basis, Mercer’s revenue increased 4%. Within Mercer’s consulting lines, revenue increased 3% on an underlying basis compared with the second quarter of 2010, reflecting increases of 5% in health and benefits and 10% in rewards, talent and communications, partly offset by a decrease of 1% in retirement. Within retirement, strong revenue growth in most of Europe and Latin America was offset by declines in the U.S. and Ireland. Health and benefits continued its very strong performance, with growth in all regions of the world and particular strength in the U.S., Latin America, Canada and Asia Pacific. Rewards, talent & communications produced double digit revenue growth for the fourth consecutive quarter. Outsourcing revenue grew 16% or 2% on an underlying basis with solid growth in Australia partially offset by a decline in the U.S. Investment consulting & management revenue increased 32% or 13% on an underlying basis, continuing its trend of strong growth. Oliver Wyman’s revenue increased 14% to $374 million in the second quarter of 2011, or 8% on an underlying basis, driven by solid revenue growth in financial services and healthcare.

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Consulting revenue in the first six months of 2011 increased 11% compared with the same period in 2010, or 6% on an underlying basis, with underlying growth of 4% at Mercer and 9% at Oliver Wyman.

Expense

Consulting expenses decreased 19% in the second quarter of 2011 compared with the same period in 2010. Excluding the impact of the $400 million charge in 2010 related to litigation, expenses would have increased 12%, reflecting a 6% increase from the impact of foreign exchange rates, a 2% increase from acquisitions and a 4% increase in underlying expenses. The increase in underlying expenses is primarily due to higher compensation and benefits costs, including higher pension costs, and higher asset-based fees.

For the six months ended June 30, 2011, expenses decreased 7%. Excluding the impact of the $400 million charge in 2010 related to litigation, expenses increased 11% reflecting a 4% increase from the impact of foreign exchange rates, a 2% increase from acquisitions and a 5% increase in underlying expenses.

Corporate and Other

With the disposition of Kroll in August 2010, along with previous divestiture transactions between 2008 and 2010, the Company has divested its entire Risk Consulting and Technology segment. As described in Note 1 to the consolidated financial statements, based on the terms and conditions of the divestitures of the CARG businesses in 2008, the Company determined it has “continuing involvement” in those businesses, as that term is used in SEC Staff Accounting Bulletin Topic 5e. Therefore, classification of the CARG businesses as discontinued operations is not appropriate, and their financial results in the current and prior periods are included in operating income. The runoff of the Company’s involvement in the CARG businesses is managed by the Company’s corporate departments, and consequently, the financial results of these businesses are included in “Corporate” for segment reporting purposes.

The following results of Corporate and Other includes the Corporate Advisory and Restructuring operations:


	Second Quarter						Six Months
(In millions of dollars)	2011			2010			2011			2010
Corporate and Other:
Corporate Advisory and Restructuring Operating Income (Loss)	$	2		$	2		$	5		$	4
Corporate Expense		(45	)		(35	)		(87	)		(75	)
Total Corporate and Other	$	(43	)	$	(33	)	$	(82	)	$	(71	)

Corporate expenses in the second quarter of 2011 were $45 million compared with $35 million in the prior year. The increase is due to higher incentive compensation and pension costs primarily due to executive positions added in corporate, higher outside services costs related to corporate initiatives, such as branding and higher severance costs.

Corporate expenses for the six months of 2011 increased $12 million from 2010, primarily due to the increased expenses incurred in the second quarter.

The CARG amounts reflect payments received related to the CARG businesses divested in 2008.

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Interest

Interest income earned on corporate funds amounted to $5 million in the second quarter of 2011 compared with $3 million in the second quarter of 2010. The increase in interest income is due to the combined effect of higher average invested funds in 2011 and slightly higher average interest rates compared with the prior year. Interest income increased $5 million for the six months ended June 30, 2011 compared with the prior year. Interest expense decreased $11 million and $20 million, respectively, in 2011 compared with the second quarter and six month periods of 2010, primarily due to the maturity of $550 million of senior notes in the third quarter of 2010, a lower net interest rate on the Company’s debt subject to interest rate swaps and lower interest expense attributable to deferred purchase consideration related to acquisitions.

Investment Income (Loss)

Net investment loss in the second quarter of 2011 was $6 million due to mark to market losses on private equity fund investments of $3 million and a $3 million impairment charge resulting from the other than temporary decrease in the value of a cost basis investment. This compares with investment income of $18 million in the second quarter of 2010, primarily consisting of mark to market gains on private equity investments.

For the first six months of 2011, investment income was $13 million compared with $26 million in the prior year, primarily due to the gain on the sale of equity securities in 2010.

Income Taxes

The Company’s effective tax rate in the second quarter of 2011 was 31.1%. The 29.8% effective tax rate for the first six months includes a tax benefit recorded in the first quarter from the effective settlement of the IRS audit for 2006 through 2008 tax years. Excluding this benefit, the effective tax rate for the first six months of 2011 was 31.4%.

The Company reported a net income tax benefit of $60 million in continuing operations in the second quarter of 2010 on a pretax loss of $89 million, an effective tax rate of 67.4%. The high tax benefit rate primarily reflects the combination of the tax benefit related to the Alaska settlement, determined at U.S. tax rates, with other pre-tax income that is subject to lower average effective tax rates applicable worldwide. Excluding the impact of the Alaska settlement, the effective tax rate for the quarter was 32.3%. The 14.9% effective tax rate for the first six months of 2010 also primarily reflects the benefit associated with the Alaska settlement. Excluding the effect of the settlement, the effective tax rate for the first six months of 2010 was 29.5%.

Impacts on effective tax rates of recent years’ accruals for severance, restructuring, and professional liability could not reasonably be estimated and therefore were reported in the interim periods in which they occurred. These factors resulted in highly variable effective tax rates that did not represent long term operating trends. Although we expect the effective tax rate to continue to be significantly variable, the degree of variation is expected to moderate with the anticipated decline in these items.

The effective tax rate is sensitive to the geographic mix and repatriation of the Company’s earnings, which may result in higher or lower tax rates. U.S. federal and state corporate tax rates substantially exceed tax rates applicable outside the U.S. Over the past several years, the Company has experienced losses in its U.S. operations and has had significant earnings in its non-U.S. operations. In 2011 the forecasted pre-tax income in the U.K., Canada, Australia and Bermuda are expected to account for approximately 60% of the Company’s total non-U.S. pre-

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tax income, with estimated effective rates in those countries of 29%, 30%, 31% and 0%, respectively. Consequently, continued improvement in the profitability of the Company’s U.S.-based operations would tend to result in higher effective tax rates. Losses in certain jurisdictions cannot be offset by earnings from other operations, and may require valuation allowances affecting the rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitation.

Changes in tax laws or tax rulings may have a significant impact on our effective tax rate. For example, proposals for fundamental U.S. international tax reform, such as the recent proposal by President Obama, if enacted, could have a significant adverse impact on the effective tax rate while a reduction in the tax rate in a significant foreign jurisdiction could have a positive impact.

Dispositions

In the first quarter of 2010, Kroll completed the sale of KLS. On August 3, 2010, the Company completed the sale of Kroll to Altegrity for cash consideration of $1.13 billion.

Kroll’s results of operations are reported as discontinued operations in the Company’s consolidated statements of income. The three and six months ended June 30, 2010 also include the loss on the sale of KLS which includes the tax provision of $36 million. Discontinued operations for the six months ended June 30, 2011 primarily relates to an insurance recovery for legal fees incurred at Putnam prior to its sale and a tax recovery under the indemnity related to the Putnam sale.

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


(In millions of dollars)	Three Months Ended June 30,					Six Months Ended June 30,
(In millions of dollars)	2011		2010			2011			2010
Kroll Operations
Revenue		$ —		$163			$ —			$325
Expense		—		146			—			293
Net operating income		—		17			—			32
Income tax		—		—			—			15
Income from Kroll operations, net of tax		—		17			—			17
Other discontinued operations, net of tax		—		—			—			—
Income (loss) from discontinued operations, net of tax		—		17			—			17
Disposals of discontinued operations		8		(8	)		8			7
Income tax (credit) expense		5		(262	)		(7	)		(225	)
Disposals of discontinued operations, net of tax		3		254			15			232
Discontinued operations, net of tax		$ 3		$271			$ 15			$249
Discontinued operations, net of tax per share
—Basic		$0.00		$0.49			$0.02			$0.46
—Diluted		$0.00		$0.49			$0.03			$0.45

Liquidity and Capital Resources

The Company is organized as a holding company, a legal entity separate and distinct from its operating subsidiaries. As a holding company without significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to meet its obligations for paying principal and interest on outstanding debt obligations, for paying dividends to stockholders and for corporate expenses. Further, the Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the United States. Funds from the Company’s operating subsidiaries located outside of the United States are regularly repatriated to the United States out of annual earnings. At December 31, 2010, the Company had approximately $1.2 billion of cash and cash equivalents in its foreign operations of which all but approximately $121 million is considered to be permanently invested in those operations to fund foreign investments and working capital needs. The Company expects to continue its practice of repatriating foreign funds out of annual earnings. The analysis of the portion of 2011 earnings that the Company expects to repatriate and the portion that will be permanently reinvested will be finalized later in the year as the amount of non-U.S. earnings and the Company’s cash requirements become more certain. While management does not foresee a need to repatriate the funds which are currently deemed permanently invested, if facts or circumstances change management could elect to repatriate them, if necessary, which could result in higher effective tax rates in the future.

Operating Cash Flows

The Company generated $330 million of cash from operations for the six months ended June 30, 2011, compared with $272 million provided by operations for the same period in 2010. These amounts reflect the net income of the Company during those periods, excluding gains or losses from investments and from the disposition of businesses, adjusted for non-cash charges, and changes in working capital which relate primarily to the timing of payments of accrued liabilities or receipts of assets. Cash generated from the disposition of businesses is included in investing cash flows.

The Company received $322 million in cash refunds of U.S. federal income taxes during the quarter, comprising $212 million from carrying back the net capital loss incurred in 2010 from

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the sale of Kroll and various other assets, and $110 million from the cash settlement of the IRS audit for the periods 2006 through 2008. The audit settlement primarily reflected the allowance of carry back claims for net operating losses and excess foreign tax credits arising in 2008. The impact on the tax provision of these events was reflected in prior periods and did not impact income tax expense reported during the quarter.

Financing Cash Flows

Net cash used for financing activities was $471 million for the period ended June 30, 2011 compared with $265 million net cash used for the same period in 2010.

The Company paid dividends on its common shares of $235 million ($0.42 per share) during the first six months of 2011, as compared with $221 million ($0.40 per share) during the first six months of 2010.

On October 23, 2009, the Company and certain of its foreign subsidiaries entered into a $1.0 billion multi-currency three-year unsecured revolving credit facility, which replaced the $1.2 billion facility that was previously in place. The interest rate on this facility varies based upon the Company’s credit ratings and the Company’s credit default swap levels subject to floors and caps. The facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at June 30, 2011.

In the second quarter of 2011, the Company acquired the remaining minority interest of a previously majority-owned entity for total cash consideration of $8 million.

In the first quarter of 2011 and 2010, the Company paid deferred purchase consideration of $13 million and $15 million, respectively, related to the purchase in 2009 of the minority interest of a previously controlled entity.

The Company’s senior debt is currently rated Baa2 by Moody’s and BBB- by Standard & Poor’s. The Company’s short-term debt is currently rated P-2 by Moody’s and A-3 by Standard & Poor’s. The Company carries a stable outlook from Moody’s and negative outlook from Standard & Poor’s.

On July 15, 2011, the Company purchased a total of $600 million of the Outstanding Notes, $330 million of its 2014 Notes and $270 million of its 2015 Notes. The Company acquired the notes at fair value plus a tender premium, which exceeded its carrying value. A charge of approximately $73 million will be recorded in the Consolidated Statement of Income in the third quarter of 2011 related to the extinguishment of this debt.

The Company used proceeds from the issuance of 4.80% ten-year $500 million senior notes in the third quarter of 2011 and cash on hand to fund the amounts associated with the tendered bonds.

During 2011, the Company repurchased approximately 7.8 million shares of its common stock for a total consideration of approximately $235 million at an average price per share of $30.10. The Company remains authorized to repurchase additional shares of its common stock up to a

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value of $179 million. There is no time limit on this authorization.

Investing Cash Flows

Cash used for investing activities amounted to $221 million in the first six months of 2011, compared with $153 million used for the same period in 2010.

The Company made five acquisitions in the first six months of 2011. Cash used for these acquisitions, net of cash acquired, was approximately $98 million. In addition, in the second quarter of 2011, the Company paid $15 million of deferred purchase consideration related to acquisitions made in prior years. Cash paid for acquisitions, net of cash acquired, in the first six months of 2010 was $198 million, including $14 million of deferred purchase consideration related to acquisitions made in prior periods. Remaining deferred cash payments of $182 million for acquisitions completed in the first six months of 2011 and in prior years are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at June 30, 2011. Cash generated from the disposition of KLS was $110 million in the first quarter of 2010.

The Company’s additions to fixed assets and capitalized software, which amounted to $142 million in the first six months of 2011 compared with $143 million in the first six months of 2010, primarily related to computer equipment purchases, the refurbishing and modernizing of office facilities and software development costs.

The Company has committed to potential future investments of approximately $80 million in connection with its investments in Trident II and other funds managed by Stone Point Capital. The majority of the Company’s investment commitments for funds managed by Stone Point are related to Trident II, the investment period for which is now closed for new investments and follow-on investments. Any remaining capital calls for Trident II would relate to management fees or other partnership expenses, if necessary. 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 the Company.

Commitments and Obligations

The Company’s contractual obligations of the types identified in the table below were of the following amounts as of June 30, 2011 (dollars in millions):


	Payment due by Period
Contractual Obligations	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Current portion of long-term debt		$ 260		$260		$ —		$ —		$ —
Long-term debt		2,777		—		269		1,421		1,087
Interest on long-term debt		1,419		185		325		237		672
Net operating leases		2,413		350		572		429		1,062
Service agreements		371		108		109		70		84
Other long-term obligations		182		70		111		1		—
Total		$7,422		$973		$1,386		$2,158		$2,905

The above does not include unrecognized tax benefits of $152 million, accounted for under ASC Topic No. 740, as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $20 million that may become payable within one year. The above does not include liabilities established under ASC Topic No. 460 as the Company is

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unable to reasonably predict the timing of settlement of these liabilities. The above does not include pension liabilities of $899 million because the timing and amount of ultimate payment of such liability is dependent upon future events, including, but not limited to, future returns on plan assets, and changes in the discount rate used to measure the liabilities.

New Accounting Pronouncements

Note 18 to the consolidated financial statements contains a discussion of recently issued accounting pronouncements and their impact or potential future impact on the Company’s financial results, if determinable.

Item 3.

Qualitative and Quantitative Disclosures About Market Risk

Market Risk and Credit Risk

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

Interest Rate Risk and Credit Risk

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

Interest income generated from the Company’s cash investments as well as invested fiduciary funds will vary with the general level of interest rates.

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


(In millions of dollars)	June 30, 2011
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits		$1,659
Fiduciary cash and investments		$4,177

Based on the above balances, if short-term interest rates increased or decreased by 10%, or 14 basis points, over the course of the year, annual interest income, including interest earned on fiduciary funds, would increase or decrease by approximately $3 million.

In addition to interest rate risk, our cash investments and fiduciary fund investments are subject to potential loss of value due to counterparty credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counterparty limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash and fiduciary fund investments and will further restrict the portfolio as appropriate to market conditions. The majority of cash and fiduciary fund investments are invested in short-term bank deposits and liquid money market funds.

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Foreign Currency Risk

The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 55% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expenses are in the functional currency of the foreign location. As such, the U.S. dollar translation of both the revenues and expenses, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tends to mitigate the impact on net operating income of foreign currency risk. The Company estimates that a 10% movement of major foreign currencies (Euro, Sterling, Australian dollar and Canadian dollar) in the same direction against the U.S. dollar that held constant over the course of the year would increase or decrease full year net operating income by approximately $65 million.

Equity Price Risk

The Company holds investments in both public and private companies as well as certain private equity funds managed by Stone Point Capital. Publicly traded investments of $20 million are classified as available for sale. Non-publicly traded investments of $35 million are accounted for using the cost method and $156 million are accounted for using the equity method. The investments that are classified as available for sale or that are not publicly traded are subject to risk of changes in market value, which if determined to be other than temporary, could result in realized impairment losses. The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.

Other

A number of lawsuits and regulatory proceedings are pending. See Note 16 to the consolidated financial statements included elsewhere in this report.

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Part I – Item 4. Controls & Procedures

a. Evaluation of Disclosure Controls and Procedures

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

b. Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that were identified in connection with the evaluation referred to under Part I – Item 4a above that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

The information set forth in Note 16 to the consolidated financial statements provided in Part I of this report is incorporated herein by reference.

Item 1A.

Risk Factors.

MMC and its subsidiaries face a number of risks and uncertainties. In addition to the other information in this report and our other filings with the SEC, readers should consider carefully the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010. If any of the risks described in our Annual Report on Form 10-K or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Repurchases of Equity Securities

MMC repurchased 7.8 million shares in the second quarter of 2011. Pursuant to a September 2010 authorization by the Company’s Board of Directors to repurchase shares of its common stock up to a dollar value of $500 million, the Company remains authorized to repurchase shares of its common stock up to a dollar value of approximately $179 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
April 1 – 30, 2011		__		__		__		$414,497,001
May 1 – 31, 2011		2,816,881		$30.17		2,816,881		$329,509,948
June 1 – 30, 2011		5,002,660		$30.07		5,002,660		$179,099,861
Total Q2 2011		7,819,541		$30.10		7,819,541		$179,099,861

- 49 -

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Other Information.

None.

Item 5.

Exhibits.

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

- 50 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: August 5, 2011		/s/ Vanessa A. Wittman
		Vanessa A. Wittman
		Executive Vice President & Chief Financial Officer

Date: August 5, 2011		/s/ Robert J. Rapport
		Robert J. Rapport
		Senior Vice President & Controller
		(Chief Accounting Officer)

- 51 -

EXHIBIT INDEX


Exhibit No.		Exhibit Name

4.1		Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee

4.2		First Supplemental Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee

10.1		Form of 2011 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan

10.2		Form of Deferred Stock Unit Award, dated as of April 20, 2011, under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan

12.1		Statement Re: Computation of Ratio of Earnings to Fixed Charges

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certifications

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Exhibit 4.1

MARSH & McLENNAN COMPANIES INC.,

Company

AND

THE BANK OF NEW YORK MELLON,

Trustee

INDENTURE

Dated as of July 15, 2011

Senior Debt Securities

CROSS-REFERENCE TABLE*


Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		7.09
310(b)		7.08
		7.10
310(c)		Inapplicable
311(a)		713(a)
311(b)		713(b)
311(c)		Inapplicable
312(a)		5.01
		5.02(a)
312(b)		5.02(b)
312(c)		5.02(c)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(a)
		5.04(b)
313(d)		5.04(c)
314(a)		5.03
314(b)		Inapplicable
314(c)		Inapplicable
314(d)		Inapplicable
314(e)		Inapplicable
314(f)		Inapplicable
315(a)		7.01(a)
		7.02
315(b)		6.07
315(c)		7.01
315(d)		7.01(b)
		7.01(c)
315(e)		6.07
316(a)		6.06
		8.04
316(b)		6.04
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		13.06

*	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.

TABLE OF CONTENTS


		P AGE
ARTICLE 1
D EFINITIONS

Section 1.01 .	Definitions of Terms		1
ARTICLE 2
I SSUE , D ESCRIPTION , T ERMS , E XECUTION , R EGISTRATION AND E XCHANGE OF S ECURITIES

Section 2.01 .	Designation and Terms of Securities		6
Section 2.02 .	Form of Securities and Trustee’s Certificate		8
Section 2.03 .	Denominations; Provision for Payment		9
Section 2.04 .	Execution and Authentications		10
Section 2.05 .	Registration of Transfer and Exchange		11
Section 2.06 .	Temporary Securities		13
Section 2.07 .	Mutilated, Destroyed, Lost or Stolen Securities		13
Section 2.08 .	Cancellation		14
Section 2.09 .	Benefits of Indenture		14
Section 2.10 .	Authenticating Agent		15
Section 2.11 .	Global Securities		15
Section 2.12 .	CUSIP Numbers		16
ARTICLE 3 R EDEMPTION OF S ECURITIES AND S INKING F UND P ROVISIONS

Section 3.01 .	Redemption		17
Section 3.02 .	Notice of Redemption		17
Section 3.03 .	Payment Upon Redemption		18
Section 3.04 .	Sinking Fund		19
Section 3.05 .	Satisfaction of Sinking Fund Payments with Securities		19
Section 3.06 .	Redemption of Securities for Sinking Fund		19

ARTICLE 4
C ERTAIN C OVENANTS

Section 4.01 .	Payment of Principal, Premium and Interest		20
Section 4.02 .	Maintenance of Office or Agency		20
Section 4.03 .	Paying Agents		20
Section 4.04 .	Appointment to Fill Vacancy in Office of Trustee		21
Section 4.05 .	Compliance with Consolidation Provisions		22
Section 4.06 .	Limitation on Liens on Stock of Significant Subsidiaries		22


Section 4.07.	Trustee’s Obligations with Respect to the Covenants	22
Section 4.08 .	Compliance Certificate.	22

ARTICLE 5
S ECURITYHOLDERS L ISTS AND R EPORTS BY THE C OMPANY AND THE T RUSTEE

Section 5.01 .	Company to Furnish Trustee Names and Addresses of Securityholders	23
Section 5.02 .	Preservation of Information; Communications with Securityholders	23
Section 5.03 .	Reports by the Company	23
Section 5.04 .	Reports by the Trustee	24
ARTICLE 6
R EMEDIES OF THE T RUSTEE AND S ECURITYHOLDERS ON E VENT OF D EFAULT

Section 6.01 .	Events of Default	25
Section 6.02 .	Collection of Indebtedness and Suits for Enforcement by Trustee	27
Section 6.03 .	Application of Moneys Collected	29
Section 6.04 .	Limitation on Suits	29
Section 6.05 .	Rights and Remedies Cumulative; Delay or Omission not Waiver	30
Section 6.06 .	Control by Securityholders	30
Section 6.07 .	Undertaking to Pay Costs	31

ARTICLE 7
C ONCERNING THE T RUSTEE

Section 7.01 .	Certain Duties and Responsibilities of Trustee	32
Section 7.02 .	Certain Rights of Trustee	33
Section 7.03 .	Trustee not Responsible for Recitals or Issuance or Securities	35
Section 7.04 .	May Hold Securities	35
Section 7.05 .	Moneys Held in Trust	35
Section 7.06 .	Compensation and Reimbursement	35
Section 7.07 .	Reliance on Officers’ Certificate	36
Section 7.08 .	Disqualification; Conflicting Interests	36
Section 7.09 .	Corporate Trustee Required; Eligibility	37
Section 7.10 .	Resignation and Removal; Appointment of Successor	37
Section 7.11 .	Acceptance of Appointment by Successor	39
Section 7.12 .	Merger, Conversion, Consolidation or Succession to Business	40
Section 7.13 .	Preferential Collection of Claims Against the Company	40


ARTICLE 8
C ONCERNING THE S ECURITYHOLDERS

Section 8.01 .	Evidence of Action by Securityholders	41
Section 8.02 .	Proof of Execution by Securityholders	41
Section 8.03 .	Who May be Deemed Owners	42
Section 8.04 .	Certain Securities Owned by Company Disregarded	42
Section 8.05 .	Actions Binding on Future Securityholders	42

ARTICLE 9
S UPPLEMENTAL I NDENTURES

Section 9.01 .	Supplemental Indentures Without the Consent of Securityholders	43
Section 9.02 .	Supplemental Indentures With Consent of Securityholders	44
Section 9.03 .	Effect of Supplemental Indentures	44
Section 9.04 .	Securities Affected by Supplemental Indentures	45
Section 9.05 .	Execution of Supplemental Indentures	45
Section 9.06 .	Conformity with Trust Indenture Act	45

ARTICLE 10
S UCCESSOR C ORPORATION

Section 10.01 .	Company May Consolidate, Etc., Only on Certain Terms	46
Section 10.02 .	Successor Substitute	46

ARTICLE 11
D EFEASANCE A ND D ISCHARGE

Section 11.01 .	Discharge of Company’s Obligations	47
Section 11.02 .	Legal Defeasance	48
Section 11.03 .	Covenant Defeasance	49
Section 11.04 .	Application of Trust Money	50
Section 11.05 .	Repayment to Company	50

ARTICLE 12
I MMUNITY OF I NCORPORATORS , S TOCKHOLDERS , O FFICERS AND D IRECTORS

Section 12.01 .	No Recourse	51

ARTICLE 13
M ISCELLANEOUS P ROVISIONS

Section 13.01 .	Effect on Successors and Assigns	51
Section 13.02 .	Actions by Successor	51
Section 13.03 .	Surrender of Company Powers	52

iii


Section 13.04.	Notices	52
Section 13.05 .	Governing Law	52
Section 13.06 .	Compliance Certificates and Opinions	52
Section 13.07 .	Payments on Business Days	53
Section 13.08 .	Conflict with Trust Indenture Act	53
Section 13.09 .	Counterparts	53
Section 13.10 .	Separability	53
Section 13.11 .	Assignment	53
Section 13.12.	Waiver of Jury Trial	54
Section 13.13.	Force Majeure	54

INDENTURE, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”):

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

WHEREAS, to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; and

WHEREAS, all acts and requirements necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the Securityholders:

ARTICLE 1

D EFINITIONS

Section 1.01. Definitions of Terms.

The terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act or that are by reference in such Act defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this instrument.

“Authenticating Agent” means an authenticating agent with respect to all or any of the series of Securities appointed with respect to all or any series of the Securities by the Trustee pursuant to Section 2.10.

“Authorized Newspaper” means a newspaper in the English language or in an official language of the country of publication, customarily printed on each

Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. If, because of temporary suspension of publication or general circulation of any newspaper or for any other reason, it is impossible or impracticable to make any publication of any notice required by this Indenture in the manner herein provided, such publication or other notice in lieu thereof which is made at the written direction of the Company by the Trustee shall constitute a sufficient publication of such notice.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or State law for the relief of debtors.

“Board of Directors” means the Board of Directors of the Company or any duly authorized committee of such Board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.

“Business Day” means, with respect to any series of Securities, any day other than a day on which Federal or State banking institutions in the Borough of Manhattan, The City of New York, are authorized or obligated by law, executive order or regulation to close.

“Commission” means the United States Securities and Exchange Commission and any successor thereto.

“Company” means Marsh & McLennan Companies, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and, subject to the provisions of Article 10, shall also include its successors and assigns.

“Corporate Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Securityholders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Securityholders and the Company).

“Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulted Interest” has the meaning assigned to such term in Section 2.03.

“Depositary” means, with respect to Securities of any series, for which the Company shall determine that such Securities will be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Exchange Act or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or Section 2.11.

“Event of Default” means, with respect to Securities of a particular series, any event specified in Section 6.01, continued for the period of time, if any, therein designated.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Global Security” means, with respect to any series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee.

“Governmental Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America that, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such depositary receipt; provided , however , that (except as required by law) such custodian is not authorized to make any deduction from any amount payable to the holder of such depositary receipt, or from any amount received by the custodian in respect of the Governmental Obligation, or from any specific payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt.

“herein”, “hereof” and “hereunder”, and other words of similar import, refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Indebtedness” of any person means the principal of (and premium, if any) and interest due on indebtedness of such Person, whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, which is (a) indebtedness for money borrowed, and (b) any amendments, renewals, extensions, modifications and refundings of any such indebtedness. For the purposes of this definition, “indebtedness for money borrowed” means (i) any obligation of, or any obligation guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other

written instruments, (ii) any obligation of, or any such obligation guaranteed by, such Person evidenced by bonds, debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition of property, assets or businesses ( provided , however , that the deferred purchase price of any business or property or assets shall not be considered Indebtedness if the purchase price thereof is payable in full within 90 days from the date on which such indebtedness was created), and (iii) any obligations of such Person as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles and leases of property or assets made as part of any sale and lease-back transaction to which such Person is a party. For purposes of the covenant under Section 4.06 of this Indenture only, Indebtedness also includes any obligation of, or any obligation guaranteed by, any Person for the payment of amounts due under a swap agreement or similar instrument or agreement, or under a foreign currency hedge or similar instrument or agreement.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into in accordance with the terms hereof.

“Interest Payment Date”, when used with respect to any installment of interest on a Security of a particular series, means the date specified in such Security or in an Officers’ Certificate pursuant to a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment of interest with respect to Securities of that series is due and payable.

“Officers’ Certificate” means a certificate, signed by any two of the Chief Financial Officer, the Treasurer and an Assistant Treasurer of the Company, provided that at least one such officer is the Chief Financial Officer or the Treasurer of the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such certificate shall include the statements provided for in Section 13.06, if and to the extent required by the provisions thereof.

“Opinion of Counsel” means an opinion in writing of legal counsel, who may be an employee of or counsel for the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.06, if and to the extent required by the provisions thereof.

“Outstanding”, when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except: (a) Securities theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any

paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent), provided , however , that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as specified in Article 3 or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or securities which shall have been paid, pursuant to the terms of Section 2.07.

“Person” means any individual, corporation, partnership, joint-venture, joint-stock company, limited liability company or other unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.

“Responsible Officer” when used with respect to the Trustee means any officer in its corporate trust department or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities” means the debt securities authenticated and delivered under this Indenture.

“Securityholder”, “holder of Securities”, “registered holder”, or other similar term, means the Person or Persons in whose name or names a particular Security shall be registered on the books of the Company kept for that purpose in accordance with the terms of this Indenture.

“Security Register” has the meaning assigned to such term in Section 2.05(b).

“Security Registrar” has the meaning assigned to such term in Section 2.05(b).

“Significant Subsidiary” means Marsh Inc. or Mercer Inc.

“Subsidiary” means, with respect to any Person, (i) any corporation, limited liability company or other unincorporated entity at least a majority of whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.

“Trustee” means The Bank of New York Mellon, and, subject to the provisions of Article 7, shall also include its successors and assigns, and, if at any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee” as used with respect to a particular series of the Securities shall mean the trustee with respect to that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, subject to the provisions of Section 9.01 and Section 9.02, as in effect at the date of execution of this instrument.

“UCC” means the Uniform Commercial Code, as in effect in each applicable jurisdiction.

“Voting Stock”, as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

ARTICLE 2

I SSUE , D ESCRIPTION , T ERMS , E XECUTION , R EGISTRATION AND E XCHANGE OF

S ECURITIES

Section 2.01 . Designation and Terms of Securities.

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto:

(a) the title of the Security of the series (which shall distinguish the Securities of the series from all other Securities);

(b) any limit upon the aggregate principal amount of the Securities of that series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series);

(d) the rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate or rates, if any;

(e) the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or the manner of determination of such Interest Payment Dates and the record date for the determination of Securityholders to whom interest is payable on any such Interest Payment Dates;

(f) the right, if any, to extend the interest payment periods and the duration of such extension;

(g) the period or periods within which, the price or prices at which and the terms and conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company;

(h) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions (including payments made in cash in participation of future sinking fund obligations) or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(i) the form of the Securities of the series including the form of the certificate of authentication for such series;

(j) if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which the Securities of the series shall be issuable;

(k) any and all other terms with respect to such series (which terms shall not be inconsistent with the terms of this Indenture) including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of that series;

(l) whether the Securities are issuable as a Global Security and, in such case, the identity of the Depositary for such series;

(m) whether the Securities will be convertible into shares of common stock or other securities of the Company and, if so, the terms and conditions upon which such Securities will be so convertible, including the conversion price and the conversion period;

(n) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;

(o) any additional or different Events of Default or restrictive covenants provided for with respect to the Securities of the series;

(p) any provisions granting special rights to Securityholders when a specified event occurs; and

(q) any special tax implications of the Securities of the series, including provisions for an original issue discount, if offered.

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to any such Board Resolution or in any indentures supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different redemption dates.

Section 2.02. Form of Securities and Trustee’s Certificate.

The Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided by or pursuant to a Board Resolution and set forth in an Officers’ Certificate, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made

pursuant thereto or with any rule or regulation of any stock exchange on which Securities of that series may be listed, or to conform to usage.

Section 2.03. Denominations; Provision for Payment.

The Securities shall be issuable as registered Securities without coupons and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(k). The Securities of a particular series shall bear interest payable on the dates and at the rate or rates specified with respect to that series. The principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.

The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.03.

Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such registered holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (a) or clause (b) below:

(a) The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a

special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be transmitted by mail to each Securityholder (to the extent their respective names and addresses appear in the Security Register (as hereinafter defined)) or through the facilities of the Depositary, not less than 10 days prior to such special record date. Following such mailing of notice of the proposed payment of such Defaulted Interest and the special record date, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date and shall be no longer payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Unless otherwise set forth in or pursuant to a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities with respect to any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of such month, whether or not such date is a Business Day.

Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.

Section 2.04. Execution and Authentications.

The Securities shall be signed on behalf of the Company by any two of its officers among the Chief Financial Officer, the Treasurer and an Assistant Treasurer, provided that at least one such officer is the Chief Financial Officer or the Treasurer and attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief

Financial Officer, Treasurer or Assistant Treasurer thereof, or of any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Financial Officer, Treasurer or Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements as are required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee.

A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder of such Security is entitled to the benefits of this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its Chief Financial Officer, Treasurer or any Assistant Treasurer and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities.

In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon (i) an Officers’ Certificate or executed supplemental indenture setting forth the form and terms of the Securities as required pursuant to Section 2.01 and (ii) an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will be valid and binding obligations of the Company entitled to the benefits of this Indenture, and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Section 2.05. Registration of Transfer and Exchange.

(a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.

(b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Section and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”).

Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount.

All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such registered holder’s duly authorized attorney in writing.

(c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

(d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any

Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Section 2.06. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities (printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor (without charge to the holders thereof), at the office or agency of the Company designated for the purpose in the Borough of Manhattan, the City and State of New York, and the Trustee shall authenticate and such office or agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless the Company advises the Trustee in writing to the effect that definitive Securities need not be executed and furnished until further notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered hereunder.

Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities.

In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other

expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.

Every replacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.08. Cancellation.

All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by any of the provisions of this Indenture. On written request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence of such request the Trustee may dispose of canceled Securities in accordance with its standard procedures. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

Section 2.09. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties hereto and the holders of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Securities.

Section 2.10. Authenticating Agent.

So long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by Federal or State authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon written request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Section 2.11. Global Securities.

(a) If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”

(b) Notwithstanding the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary.

(c) If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.05, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and, subject to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Section 2.12. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Securityholders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE 3

R EDEMPTION OF S ECURITIES AND S INKING F UND P ROVISIONS

Section 3.01 . Redemption.

The Company may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms established for such series pursuant to Section 2.01 hereof.

Section 3.02. Notice of Redemption.

(a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register unless a shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction.

Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after such date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

(b) If the Trustee is to provide notice to the holders of Securities in accordance with clause (a) above, for a partial or full redemption, the Company shall give the Trustee at least 45 days notice in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon, in the case of a partial redemption, the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part.

The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Chief Financial Officer, Treasurer or an Assistant Treasurer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.

Section 3.03. Payment Upon Redemption.

(a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption; except that interest shall continue to accrue on any such Security or portion thereof with respect to which the Company defaults in the payment of such redemption price and accrued interest. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).

(b) Upon presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver

to the holder thereof, at the expense of the Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.

Section 3.04. Sinking Fund.

The provisions of this Section 3.04, Section 3.05 and Section 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 3.05. Satisfaction of Sinking Fund Payments with Securities.

The Company (i) may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and (ii) may apply as a credit Securities of a series that have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 3.06. Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in

the name of and at the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03.

ARTICLE 4

C ERTAIN C OVENANTS

Section 4.01 . Payment of Principal, Premium and Interest.

The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of that series at the time and place and in the manner provided herein and established with respect to such Securities.

Section 4.02. Maintenance of Office or Agency.

So long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities of that series may be presented as hereinabove authorized for registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its Chief Financial Officer, Treasurer, an Assistant Treasurer, Secretary or an Assistant Secretary and delivered to the trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands.

Section 4.03. Paying Agents.

(a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:

(i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto;

(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable;

(iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(ii) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and

(iv) that it will perform all other duties of paying agent as set forth in this Indenture.

(b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act.

(c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money.

Section 4.04 . Appointment to Fill Vacancy in Office of Trustee.

The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 4.05. Compliance with Consolidation Provisions.

The Company will not, while any of the Securities remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other company unless the provisions of Article 10 hereof are complied with.

Section 4.06. Limitation on Liens on Stock of Significant Subsidiaries.

The Company will not, and it will not permit any Subsidiary of the Company to, at any time directly or indirectly create, assume, incur or permit to exist any Indebtedness secured by a pledge, lien or other encumbrance (any pledge, lien or other encumbrance being hereinafter in this Section referred to as a “lien”) on the Voting Stock of a Significant Subsidiary without making effective provision whereby the Securities then Outstanding (and, if the Company so elects, any other Indebtedness of the Company that is not subordinate to the Securities and with respect to which the governing instruments require, or pursuant to which the Company is otherwise obligated or required, to provide such security) shall be equally and ratably secured with such secured Indebtedness so long as such other Indebtedness shall be so secured.

If the Company shall hereafter be required to secure the Securities equally and ratably with any other Indebtedness pursuant to this Section, (i) the Company will promptly deliver to the Trustee an Officers’ Certificate stating that the foregoing covenant has been complied with, and an Opinion of Counsel stating that in the opinion of such counsel the foregoing covenant has been complied with and (ii) the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the holders of the Securities so secured.

Section 4.07. Trustee’s Obligations with Respect to the Covenants.

The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants contained in this Article 4.

Section 4.08. Compliance Certificate.

The Company shall deliver to the Trustee within 120 days after the end of each of the Company’s fiscal years, a certificate executed by its principal executive officer, principal financial officer or principal accounting officer, stating as to his or her knowledge the Company’s compliance (without regard to periods of grace or notice requirements) with all conditions and covenants under this Indenture, and if the Company shall not be in compliance, specifying such non-compliance and the nature and status thereof of which such officer may have knowledge.

ARTICLE 5

S ECURITYHOLDERS L ISTS AND R EPORTS BY THE C OMPANY AND THE T RUSTEE

Section 5.01 . Company to Furnish Trustee Names and Addresses of Securityholders.

The Company will furnish or cause to be furnished to the Trustee (a) on each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided , however , that, in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar.

Section 5.02. Preservation of Information; Communications with Securityholders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).

(b) The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

(c) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under the Securities.

Section 5.03. Reports by the Company.

(a) The Company covenants and agrees to file with the Trustee, within 30 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a

national securities exchange as may be prescribed from time to time in such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations.

(c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

(d) The Company covenants and agrees to transmit by mail to the Securityholders (to the extent their respective names and addresses appear in the Security Register) or through the facilities of the Depositary, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

Section 5.04. Reports by the Trustee.

(a) On or before May 15 in each year in which any of the Securities are Outstanding, the Trustee shall transmit transmitted by mail to the Securityholders (to the extent their respective names and addresses appear in the Security Register) or through the facilities of the Depositary a brief report dated as of the preceding May 15, if and to the extent required under Section 313(a) of the Trust Indenture Act.

(b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.

(c) A copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company, with each stock exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to reasonably promptly notify the Trustee in writing when any Securities become listed on any stock exchange, and of any delisting thereof.

ARTICLE 6

R EMEDIES OF THE T RUSTEE AND S ECURITYHOLDERS ON E VENT OF D EFAULT

Section 6.01 . Events of Default.

(a) Whenever used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the following events that has occurred and is continuing:

(i) the Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same shall become due and payable, and continuance of such default for a period of 90 days; provided , however , that a valid extension of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto, shall not constitute a default in the payment of interest for this purpose;

(ii) the Company defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to that series; provided , however , that a valid extension of the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium, if any;

(iii) the Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Securities of all series affected by such failure at the time Outstanding;

(iv) the Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property or (D) makes a general assignment for the benefit of its creditors;

(v) a court of competent jurisdiction enters an order under any Bankruptcy Law that (A) is for relief against the Company in an

involuntary case, (B) appoints a Custodian of the Company for all or substantially all of their respective property, or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days; or

(vi) any other Event of Default provided for with respect to the Securities of such series in accordance with Section 2.01.

(b) If an Event of Default described in clauses (a)(i) or (a)(ii) of this Section 6.01 with respect to the Securities of any series then Outstanding hereunder occurs and is continuing, then, unless the principal of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal of all the Securities of such series and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, notwithstanding anything contained in this Indenture or in the Securities of such series or established with respect to such series pursuant to Section 2.01 to the contrary. If an Event of Default described in clauses (a)(iv) or (a)(v) of this Section 6.01 occurs and is continuing, or if an Event of Default described in clauses (a)(iii) or (a)(vi) of this Section 6.01 with respect to Securities of one or more series then Outstanding hereunder occurs and is continuing, then, except with respect to any such affected series for which the principal of all the Securities thereof shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of all affected series then Outstanding (all such series voting together as a single class), by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal of all the Securities then Outstanding of such series and interest accrued thereon, if any, to be due and payable immediately, and upon such declaration the same shall become immediately due and payable.

(c) At any time after the principal of the Securities of any series shall have been declared due and payable as provided in Section 6.01(b), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of such series then Outstanding (in the case of an Event of Default described in clauses (a)(i) or (a)(ii) of this Section 6.01, each such affected series voting as a separate class, and in the case of an Event of Default described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of this Section 6.01, all such affected series voting together as a single class), by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series and the principal of (and premium, if any, on) any and all Securities of such series that shall have become due otherwise than by acceleration (with interest

upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, applied to the Securities of each such series at the rate per annum expressed in the Securities of each such series, respectively, to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on Securities of that series that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06.

No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce any right with respect to Securities of any such series under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

Section 6.02. Collection of Indebtedness and Suits for Enforcement by Trustee.

(a) The Company covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 90 Business Days, or (ii) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06.

(b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity

for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that series, wherever situated.

(c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06.

(d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series.

In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the

Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Section 6.03. Application of Moneys Collected.

Any moneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the Securities of that series, and notation thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06;

SECOND: To the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively;

THIRD: To the Company.

Section 6.04. Limitation on Suits.

No holder of any Security of any series shall have any right by virtue or by availing itself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (b) the holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series (in the case of an Event of Default described in clauses (a)(i) or (a)(ii) of Section 6.01, each such series voting as a separate class, and in the case of an Event of Default described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of Section 6.01, all affected series voting together as a single class) or shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder; (c) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding; and (e) during such 60 day period, the holders of a majority in principal amount of the Securities of such series (voting as provided in clause (b) above) do not give the Trustee a direction inconsistent with the request.

Notwithstanding anything contained herein to the contrary, any other provisions of this Indenture, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 6.05. Rights and Remedies Cumulative; Delay or Omission not Waiver.

(a) Except as otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities.

(b) No delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or on acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.

Section 6.06. Control by Securityholders.

The holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby (all such series voting together as a single class except with respect to an Event of Default described in clauses (a)(i) or (a)(ii) of Section 6.01, in which case, each such affected series voting as a separate class), determined in accordance with Section 8.04, shall have

the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided , however , that such direction shall not be in conflict with any rule of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities of any other series at the time Outstanding determined in accordance with Section 8.04. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby (all such series voting together as a single class), determined in accordance with Section 8.04, may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of any such series as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 6.07. Undertaking to Pay Costs.

All parties to this Indenture agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this Indenture.

ARTICLE 7

C ONCERNING THE T RUSTEE

Section 7.01 . Certain Duties and Responsibilities of Trustee.

(a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred:

(A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy or mathematical calculations or other facts stated therein);

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of Securityholders provided to the Trustee in accordance with Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of such series;

(iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; and

(v) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee shall be subject to the requirements of the Trust Indenture Act.

Section 7.02. Certain Rights of Trustee.

Except as otherwise provided in Section 7.01:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name of the Company, by any two of the Chief Financial Officer, the Secretary, an Assistant Secretary, the Treasurer and an Assistant Treasurer thereof (unless other evidence in respect thereof is specifically prescribed herein);

(c) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;

(d) subject to Section 7.01, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the series affected thereby, determined as provided in Section 8.04 (in the case of an Event of Default described in clauses (a)(i) or (a)(ii) of Section 6.01, each such series treated as a separate class, and in the case of an Event of Default described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of Section 6.01, all affected series treated as a single class); provided , however , that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal and final payment of the Securities;

(j) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; and

(k) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 7.03. Trustee not Responsible for Recitals or Issuance or Securities.

(a) The recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.

(b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.

(c) The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01, or for the use or application of any moneys received by any paying agent other than the Trustee.

Section 7.04. May Hold Securities.

The Trustee or any paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying agent or Security Registrar.

Section 7.05. Moneys Held in Trust.

Subject to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Company in writing to pay thereon.

Section 7.06. Compensation and Reimbursement.

(a) The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the

exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in the premises.

(b) The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. The benefits of this Section shall survive the termination of this Indenture.

(c) When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Section 7.07. Reliance on Officers’ Certificate.

Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

Section 7.08. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the

Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 7.09. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation or national association organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation or national association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or national association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Section 7.10. Resignation and Removal; Appointment of Successor.

(a) The Trustee or any successor hereafter appointed, may at any time resign with respect to the Securities of one or more series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders (to the extent their respective names and addresses appear in the Security Register) or through the facilities of the Depositary. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Securities of such series, or any Securityholder of that series who has been a bona fide holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any one of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Security or Securities for at least six months;

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Securityholder; or

(iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, unless the Trustee’s duty to resign is stayed as provided herein, any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with the consent of the Company.

(d) Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

(e) Any successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.

Section 7.11. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (ii) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property

and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates.

(c) Upon request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified and eligible under this Article.

(e) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail to the Securityholders (to the extent their respective names and addresses appear in the Security Register) or through the facilities of the Depositary. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Section 7.12. Merger, Conversion, Consolidation or Succession to Business.

Any corporation or national association into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or national association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or national association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 7.13. Preferential Collection of Claims Against the Company.

The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

ARTICLE 8

C ONCERNING THE S ECURITYHOLDERS

Section 8.01 . Evidence of Action by Securityholders.

Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of one or more series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of such series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of the relevant series in person or by agent or proxy appointed in writing.

If the Company shall solicit from the Securityholders of one or more series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of Outstanding Securities of the relevant series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of the relevant series shall be computed as of the record date; provided , however , that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Section 8.02. Proof of Execution by Securityholders.

Subject to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:

(a) The fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.

(b) The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.

Section 8.03. Who May be Deemed Owners.

Prior to the due presentment for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

Section 8.04 . Certain Securities Owned by Company Disregarded.

In determining whether the holders of the requisite aggregate principal amount of Securities of one or more series have concurred in any direction, consent or waiver under this Indenture, the Securities of such series that are owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Section 8.05. Actions Binding on Future Securityholders.

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate principal amount of the Securities of one or more series specified in this Indenture in connection with such action, any holder of a Security of any such series that is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any

such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of one or more series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of such series.

ARTICLE 9

S UPPLEMENTAL I NDENTURES

Section 9.01 . Supplemental Indentures Without the Consent of Securityholders.

In addition to any supplemental indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:

(a) to cure any ambiguity, defect, or inconsistency herein, in the Securities of any series;

(b) to comply with Article 10;

(d) to add to the covenants of the Company for the benefit of the holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;

(e) to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Securities, as herein set forth;

(f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or

(g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this

Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities.

The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

Section 9.02. Supplemental Indentures With Consent of Securityholders.

With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all of the series affected by such supplemental indenture or indentures at the time Outstanding (all such series voting together as a single class), the Company, when authorized by Board Resolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided , however , that no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby, (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture.

It shall not be necessary for the consent of the Securityholders of the series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 9.03. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to the relevant series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of

Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.04. Securities Affected by Supplemental Indentures.

Following the execution, authentication and delivery of a supplemental indenture pursuant to the provisions of this Article or of Section 10.01, the Securities of any series affected thereby may bear a notation in form approved by the Company, provided such form meets the requirements of any exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall determine that it is necessary or desirable, new Securities of such series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding.

Section 9.05. Execution of Supplemental Indentures.

Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall be provided with an Officers’ Certificate and Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit a notice, setting forth in general terms the substance of such supplemental indenture, by mail to the Securityholders (to the extent their respective names and addresses appear in the Security Register) or through the facilities of the Depositary. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.06. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

ARTICLE 10

S UCCESSOR C ORPORATION

Section 10.01 . Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company, unless:

(a) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 10.02. Successor Substitute.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company in accordance with Section 10.01 above, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person

had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under the Indenture and the Securities.

ARTICLE 11

D EFEASANCE A ND D ISCHARGE

Section 11.01 . Discharge of Company’s Obligations. Except as otherwise provided in this Section 11.01, the Company may terminate its obligations under the Securities of any series and this Indenture with respect to the Securities of such series if:

(a) all Securities of such series previously authenticated and delivered (other than destroyed, lost or wrongfully taken Securities of such series that have been replaced or Securities of such series that are paid pursuant to Section 2.07 or Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 11.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

(b)(i) the Securities of such series are scheduled to mature within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the holders of such Securities, money or Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment and after payment of all Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of (and premium, if any) and interest on the Securities of such series to maturity or redemption, as the case may be, and to pay all other sums payable by the Company hereunder, and (iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with.

With respect to the foregoing clause (a), only the Company’s obligations under Sections 7.06 and 11.05 in respect of the Securities of such series shall survive. With respect to the foregoing clause (b), only the Company’s obligations in Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10 in respect of the Securities of such series shall survive until such Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.06 and 11.05 in respect of the Securities of such series shall survive such satisfaction and discharge. After any such irrevocable deposit, the Trustee shall acknowledge in

writing the discharge of the Company’s obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Section 11.02 . Legal Defeasance. Except as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture (and the Trustee, at the expense of the Company, shall execute instruments in form and substance satisfactory to the Company and the Trustee acknowledging the same) if the following conditions shall have been satisfied:

(a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the holders of the Securities of such series, for payment of the principal of (and premium, if any) and interest on the Securities of such series, money or Government Obligations or a combination thereof sufficient (unless such funds consist solely of money), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of (and premium, if any) and interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be;

(b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound;

(c) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(d) the Company has delivered to the Trustee (i) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section 11.02 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and based upon a change in law and (ii) an Opinion of Counsel, subject to customary assumptions and qualifications, to the effect that the holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and

(e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent

provided for herein relating to the defeasance contemplated by this Section 11.02 of the Securities of such series have been complied with.

The Company’s obligations in Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10 with respect to the Securities of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.06 and 11.05 shall survive.

Section 11.03 . Covenant Defeasance. The Company may omit to comply with any term, provision or condition set forth in Sections 4.05, 4.06 or 4.08 (or any other specific covenant relating to the Securities of any series provided for in a Board Resolution or supplemental indenture pursuant to Section 2.01 which may by its terms be defeased pursuant to this Section 11.03), and such omission shall be deemed not to be an Event of Default under clause (a)(iii) of Section 6.01, with respect to the outstanding Securities of such series if:

(a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the holders of Securities of such series, for payment of the principal of (and premium, if any) and interest on the Securities of such series, money or Government Obligations or a combination thereof in an amount sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of (and premium, if any) and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be;

(c) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(d) the Company has delivered to the Trustee an Opinion of Counsel, subject to customary assumptions and qualifications, to the effect that (i) the holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC and (ii) such holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

(e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the covenant defeasance contemplated by this Section 11.03 of the Securities of such series have been complied with.

Section 11.04 . Application of Trust Money. Subject to Section 11.05, the Trustee or paying agent shall hold in trust money or Government Obligations deposited with it pursuant to Section 11.01, 11.02 or 11.03, as the case may be, in respect of the Securities of any series and shall apply the deposited money and the proceeds from deposited Government Obligations in accordance with the Securities of such series and this Indenture to the payment of principal of (and premium, if any) and interest on the Securities of such series; but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 11.01, 11.02 or 11.03, as the case may be, or the principal and interest received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Securityholders.

Section 11.05 . Repayment to Company. Subject to Sections 7.06, 11.01, 11.02 and 11.03, the Trustee and the paying agent shall promptly pay to the Company upon request set forth in an Officers’ Certificate any money held by them at any time and not required to make payments hereunder and thereupon shall be relieved from all liability with respect to such money. Subject to applicable escheat or abandoned property laws, the Trustee and the paying agent shall pay to the Company upon written request any money held by them and required to make payments under this Indenture that remains unclaimed for two years; provided that the Trustee or such paying agent before being required to make any such payment to the Company shall cause to be published at the expense of the Company once in an Authorized Newspaper or mail to each Securityholder entitled to such money at such Securityholder’s address (as set forth in the register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Securityholders entitled to such money must look to the Company for payment as unsecured general creditors unless an abandoned property law designates another Person, and all liability of the Trustee and such paying agent with respect to such money shall cease.

ARTICLE 12

I MMUNITY OF I NCORPORATORS , S TOCKHOLDERS , O FFICERS AND D IRECTORS

Section 12.01 . No Recourse.

No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatsoever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities.

ARTICLE 13

M ISCELLANEOUS P ROVISIONS

Section 13.01 . Effect on Successors and Assigns.

All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

Section 13.02. Actions by Successor.

Any act or proceeding which by any provision of this Indenture is authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Company.

Section 13.03. Surrender of Company Powers.

The Company, by an instrument in writing executed by 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee, may surrender any of the powers reserved to the Company under this Indenture, including any supplemental indenture hereto, and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.

Section 13.04. Notices.

Except as otherwise expressly provided herein any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on the Company may be given or served by being deposited first class postage prepaid in a post-office letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows: Marsh & McLennan Companies, Inc., 1166 Avenue of the Americas, New York, New York 10036-2774. Any notice, election, request or demand by the Company or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.

Section 13.05. Governing Law.

This Indenture and each Security shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

Section 13.06. Compliance Certificates and Opinions.

(a) Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been

complied with; and (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 13.07. Payments on Business Days.

Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers’ Certificate or established in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date.

Section 13.08. Conflict with Trust Indenture Act.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 13.09. Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 13.10. Separability.

In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 13.11. Assignment.

The Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly-owned Subsidiary of the Company, provided that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, the Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties hereto.

Section 13.12. Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 13.13. Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.


MARSH & McLENNAN COMPANIES, INC.

By:		/s/ Alan W. Bieler
		Name: Alan W. Bieler
		Title: Vice President and Treasurer

THE BANK OF NEW YORK MELLON, as Trustee

By:		/s/ Timothy W. Casey
		Name: Timothy W. Casey
		Title: Vice President

[ Signature Page to Base Indenture ]

Exhibit 4.2

MARSH & McLENNAN COMPANIES INC.,

Issuer,

and

The Bank of New York Mellon,

Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of July 15, 2011

$500,000,000 aggregate principal amount of 4.80% Senior Notes Due 2021

FIRST SUPPLEMENTAL INDENTURE, dated as of July 15, 2011, between MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (the “ Issuer ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “ Trustee ”)

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee executed and delivered an Indenture, dated as of July 15, 2011 (the “ Base Indenture ” and as supplemented hereby, the “ Indenture ”), to provide for the issuance by the Issuer from time to time of senior debt securities evidencing its unsecured indebtedness, to be issued in one or more series as provided in the Indenture;

WHEREAS, pursuant to a Board Resolution, the Issuer has authorized the issuance of a series of securities evidencing its senior indebtedness, consisting initially of $500,000,000 aggregate principal amount of 4.80% Senior Notes due 2021 (the “ Original Notes ” and, together with all the Additional Notes (as defined herein), if any, hereinafter referred to, the “ Notes ”);

WHEREAS, the entry into this First Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture;

WHEREAS, the Issuer desires to establish the terms of the Notes in accordance with Section 2.01 of the Indenture and to establish the form of the Notes in accordance with Section 2.02 of the Indenture; and

WHEREAS, all acts and requirements necessary to make this First Supplemental Indenture a valid and legally binding indenture and agreement according to its terms have been done.

NOW, THEREFORE, for and in consideration of the premises, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:

ARTICLE 1

Section 1.01 . Terms of Notes. The following terms relating to the Notes are hereby established:

(a) The Notes shall constitute a series of securities having the title “ 4.80% Senior Notes due 2021 ”.

(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of,

other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.

(c) The entire outstanding principal of the Notes shall be payable on July 15, 2021 plus any unpaid interest accrued to such date.

(d) The rate at which the Notes shall bear interest shall be 4.80% per annum; the date from which interest shall accrue on the Notes shall be July 15, 2011 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 and July 15 in each year, beginning January 15, 2012; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.

(e)(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “ Redemption Price ”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:

(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.

(B) If the redemption date is on or after April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.

(ii)(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is

mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note.

Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.

(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part.

The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case

may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section.

Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part.

If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.

(iii) As used herein:

“ Business Day ” means any calendar day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee is provided with fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Issuer.

“ Reference Treasury Dealer ” means (i) Merrill Lynch, Pierce Fenner & Smith Incorporated and its successors, (ii) Citigroup Global Markets Inc. and its successors, (iii) Deutsche Bank Securities Inc. and its successors and (iv) Morgan Stanley & Co. LLC and its successors, or one or more Reference Treasury Dealers as the Issuer may specify from time to time; provided, however, that if any of them ceases to be a primary U.S. Government securities dealer for The City of New York (each a “Primary Treasury Dealer”), the Issuer will substitute another Primary Treasury Dealer.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

With respect to Section 1.01(e)(i)(A) above, the Trustee shall be entitled to conclusively rely upon the calculations of the Independent Investment Banker.

(f) The Notes shall be issuable in denominations equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof.

(g) The Trustee shall also be the security registrar and paying agent for the Notes.

(h) Payments of the principal of and interest on the Notes shall be made in U.S. dollars, and the Notes shall be denominated in U.S. dollars.

(i) The holders of the Notes shall have no special rights in addition to those provided in the Indenture upon the occurrence of any particular events.

(j) The Notes shall not be subordinated to any other debt of the Issuer, and shall constitute senior unsecured obligations of the Issuer.

(k) The Notes shall be issued as a Global Security and The Depository Trust Company, New York, New York shall be the initial Depository. The Notes are not convertible into shares of common stock or other securities of the Issuer.

Section 1.02 . Form of Note. The form of the Notes is attached hereto as Exhibit A.

Section 1.03 . Additional Notes. Subject to the terms and conditions contained herein, the Issuer may issue additional notes (the “ Additional Notes ”) having the same ranking and the same interest rate, maturity and other terms as the Original Notes, without the consent of the holders of the Original Notes then Outstanding. Any such Additional Notes will be a part of the series having the same terms as the Original Notes. The aggregate principal amount of the Additional Notes, if any, shall be unlimited. The Original Notes and the Additional Notes, if any, of such series shall constitute one series for all purposes under this First Supplemental Indenture, including, without limitation, amendments, waivers and redemptions.

ARTICLE 2

M ISCELLANEOUS

Section 2.01 . Definitions. Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

Section 2.02 . Confirmation of Indenture. The Indenture, as heretofore supplemented and amended and as further supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this First Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

Section 2.03 . Concerning the Trustee. The Trustee assumes no duties, responsibilities or liabilities by reason of this First Supplemental Indenture other than as set forth in the Indenture and, in carrying out its responsibilities hereunder, shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The recitals herein are deemed to be those of the Issuer and not of the Trustee.

Section 2.04 . Governing Law. This First Supplemental Indenture, the Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York.

Section 2.05 . Separability. In case any provision in this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.06 . Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, this First Supplemental Indenture has been duly executed by the Issuer and the Trustee as of the day and year first written above.


MARSH & McLENNAN COMPANIES, INC.

By:		/s/ Alan W. Bieler
		Name: Alan W. Bieler
		Title: Vice President and Treasurer


THE BANK OF NEW YORK MELLON, as Trustee

By:		/s/ Timothy W. Casey
		Name: Timothy W. Casey
		Title: Vice President

Exhibit A

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO, HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE BASE INDENTURE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


Certificate No. 1		$500,000,000
CUSIP No. 571748AR3

MARSH & McLENNAN COMPANIES, INC.

4.80% Senior Notes due 2021

MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (the “ Issuer ”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or its registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) (which aggregate principal amount may from time to time be increased or decreased to such other aggregate principal amounts by adjustments made on the Schedule of Increases or Decreases in Global Security attached hereto) on July 15, 2021 and to pay interest on said principal sum from July 15, 2011 or from the most recent interest payment date (each such date, an “ Interest Payment Date ”) to which interest has been paid or duly provided for

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semiannually on January 15 and July 15 of each year commencing January 15, 2012 at the rate of 4.80% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (hereafter defined), be paid to the person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment which shall be the January 1 or July 1 preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for (as defined in the Indenture, the “ Defaulted Interest ”) shall forthwith cease to be payable to the registered holders on such regular record date, and may be paid to the person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such Defaulted Interest, which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment or at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided , however , that payment of interest may be made at the option of the Issuer by check mailed to the registered holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the registered holder of this Note is Cede & Co., the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by DTC.

The indebtedness evidenced by this Note is, to the extent provided in the Indenture, senior and unsecured and will rank in right of payment on parity with all other senior unsecured obligations of the Issuer.

This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the

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Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be executed.

Dated: July 15, 2011


MARSH & McLENNAN COMPANIES, INC.

By:
		Name:
		Title:


By:
		Name:
		Title:

Attest:



		By:
				Name:
				Title:

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CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series of Notes described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee

Authorized Signatory

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby

sells, assigns and transfers to

(Insert Social Security number or other identifying number of assignee)

(Please print or typewrite name and address, including zip code of assignee)

the within Note of Marsh & McLennan Companies, Inc. and hereby does irrevocably constitute and appoint

Attorney to transfer said Note on the books of the within-named Issuer with full power of substitution in the premises.


Dated:

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever.

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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

MARSH & McLENNAN COMPANIES, INC.

4.80% Senior Notes due 2021

The initial aggregate principal amount of this Global Security is $500,000,000. The following increases or decreases in this Global Security have been made:

No:

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MARSH & McLENNAN COMPANIES, INC.

4.80% Senior Notes due 2021

This Note is one of a duly authorized series of Securities (referred to in the Base Indenture (hereafter defined)), of the Issuer (herein sometimes referred to as the “ Notes ”), all such Securities issued or to be issued in one or more series under and pursuant to an indenture (the “ Base Indenture ”) dated as of July 15, 2011 between the Issuer and The Bank of New York Mellon, as Trustee (the “ Trustee ”), as supplemented in the case of the Notes by the First Supplemental Indenture dated as of July 15, 2011 between the Issuer and the Trustee (the Base Indenture, as so supplemented, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the holders of the Notes. This series of Notes is initially limited in aggregate principal amount as specified in said First Supplemental Indenture. This series of Notes and any Additional Notes of this series shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The terms and conditions of this series of Notes and any Additional Notes of this series (other than the issue price, the date of issuance, the payment of interest accruing prior to the issue date of the Additional Notes and the first payment of interest following such issue date) shall be the same and shall bear the same CUSIP number.

The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “ Redemption Price ”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:

(a) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at then current Treasury Rate plus 30 basis points.

(b) If the redemption date is on or after April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.

In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes, the Issuer shall, or shall cause the Trustee to,

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give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any Note.

Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any such Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case any Note is to be redeemed in part only, the notice that relates to such Note shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.

If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part.

The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Note, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered

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to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions stated herein.

The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of all of the series at the time Outstanding affected thereby (all such series voting together as a single class), as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the holders of each Note then Outstanding and affected thereby (i) extend the fixed maturity of any Securities, including the Notes, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby (all such series voting together as a single class), to waive any past default in the performance of any of the covenants contained in the Base Indenture, or established pursuant to the Base Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Securities, including the Notes, in which case, each such affected series voting as a separate class. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Base Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in

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place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed.

The Issuer is subject to certain covenants contained in the Indenture with respect to, and for the benefit of the holders of, the Notes. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants contained in the Indenture or with respect to reports or other certificates filed under the Indenture; provided , however , that nothing herein shall relieve the Trustee of any obligations to monitor the Issuer’s timely delivery of all reports and certificates required under Section 5.03 of the Base Indenture and to fulfill its obligations under Article VII of the Indenture. If an Event of Default as defined in the Indenture with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

As provided in and subject to the provisions of the Indenture, the holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the holders of not less than 25% in principal amount of the Outstanding Notes (in the case of an Event of Default described in clauses (a)(i) or (a)(ii) of Section 6.01 of the Base Indenture, each such series voting as a separate class, and in the case of an Event of Default described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of Section 6.01 of the Base Indenture, all affected series voting together as a single class) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity and the Trustee shall not have received from the holders of a majority in principal amount of the Notes at the time Outstanding (voting as provided in Section 6.01 (b) of the Base Indenture) a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the holder of this Note for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Security Register of the Issuer, upon surrender of this Note for registration of transfer at the office or agency of the Issuer in the borough of Manhattan, the City and State

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of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer or the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, any paying agent and any Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Issuer nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Issuer or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Notes are issuable only in registered form without coupons in authorized denominations. As provided in the Indenture and subject to certain limitations herein and therein set forth, Notes so issued are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the holder surrendering the same.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE NOTES INCLUDING THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused “CUSIP” numbers to be printed on the Notes as a convenience to the holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers

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as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes.

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Exhibit 10.1

MARSH & McLENNAN COMPANIES, INC.

2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

AND

2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

[YEAR] RESTRICTED STOCK UNITS, PERFORMANCE STOCK UNITS,

STOCK OPTIONS AND CASH AWARDS

GRANTED ON [DATE]

TABLE OF CONTENTS


I.	BACKGROUND				3
II.	AWARDS				3
	A.	General			3
		1.	Grant of Award and Award Types		3
		2.	Rights of Award Holders		3
		3.	Restrictive Covenants Agreement		3
	B.	Stock Units			4
		1.	General		4
		2.	Vesting		4
		3.	Dividend Equivalents		4
		4.	Delivery of Shares		4
	C.	Performance Stock Units			4
		1.	General		4
		2.	Vesting		5
		3.	Dividend Equivalents		5
		4.	Delivery of Shares		5
	D.	Options			6
		1.	General		6
		2.	Vesting		6
		3.	Term		6
		4.	Exercisability		6
		5.	Method of Exercise of an Option		6
			a.	General Procedures	6
			b.	Payment of Exercise Price	6
			c.	Distribution of Option Shares	6
	E.	Cash Awards			7
		1.	General		7
		2.	Vesting		7
		3.	Payment of Award		7
		4.	Form of Payment		7
	F.	Satisfaction of Tax Obligations			8
		1.	Recommendation		8
		2.	U.S. Employees		8
		3.	Non-U.S. Employees		8
III.	EMPLOYMENT EVENTS				9
	A.	Death			9
	B.	Permanent Disability			9
	C.	Normal Retirement – Outside the European Union			10
	D.	Early Retirement – Outside the European Union			11
	E.	Retirement Treatment – Within the European Union			11
	F.	Termination by the Company Other Than for Cause			12
	G.	All Other Terminations			13
	H.	Condition to Vesting of Award Prior To a Scheduled Vesting Date or the PSU Scheduled Vesting Date and Exercisability of Options Following Termination			13
	I.	Determination of Pro Rata Vesting upon Termination of Employment			14
	J.	Distribution in Respect of Performance Stock Units that Vest Upon Termination of Employment			14
	K.	Section 409A of the Code			15
IV.	CHANGE IN CONTROL PROVISIONS				16
V.	DEFINITIONS				18
VI.	ADDITIONAL PROVISIONS				20
VII.	QUESTIONS AND ADDITIONAL INFORMATION				22

I.	BACKGROUND

An award (“ Award ”) has been granted to you 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 ”). The type of Award, the number of shares of Marsh & McLennan Companies, Inc. (“ Marsh & McLennan Companies ”) common stock or the amount of cash covered by such Award, and the vesting schedule applicable to that Award are specified in materials provided to you by Global & Executive Compensation (“ Grant Documentation ”). The Award is also subject to the terms and conditions set forth herein (the “ Terms and Conditions ”). For employees outside the United States, the awards are subject to additional terms and conditions as set forth in the country-specific notices (the “ Country-Specific Notices ”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable), and the Plan will be referred to herein as the “ Award Documentation ”. As used herein, “ Common Stock ” means common stock of Marsh & McLennan Companies.

Capitalized terms in these Terms and Conditions are defined in Section V.

II.

AWARDS

General.

Grant of Award and Award Types. The types of awards that may have been granted to you under the Plan are described below. The description of a type of award in these Terms and Conditions that is not part of your Award does not give or imply any right to such type of award.

Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor. Unless and until shares of Common Stock have been delivered to you, you have none of the attributes of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).

Restrictive Covenants Agreement. A Restrictive Covenants Agreement in a form determined by Marsh & McLennan Companies (“ Restrictive Covenants Agreement ”) must be in place in order to accept your Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order for your Award to vest as provided in Section III, and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order to exercise an Option whether or not you are

employed by the Company at that time. Failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement by the date specified in the Grant Documentation or in Section III.H, as applicable, will result in forfeiture of all of your rights, title and interest in and to the Award.

Stock Units.

General. A restricted stock unit (“ RSU ” or “ Stock Unit ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the Award Documentation, one share of Common Stock.

Vesting. Subject to your continued employment, 33-1/3% of the Stock Units will vest on the 15 ^th of the month in which each of the first three anniversaries of the grant date of the Award occur. Any date on which a Stock Unit is scheduled to vest is a “ Scheduled Vesting Date .” If your employment terminates prior to a Scheduled Vesting Date, your right to the Stock Units will be determined in accordance with Section III below.

Dividend Equivalents. Dividend equivalents equal to the dividend payment (if any) that would have been made in respect of one share of Common Stock for each outstanding Stock Unit covered by the Award will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding. Accrued dividend equivalents will vest when the corresponding Stock Units covered by the Award in respect of which such dividend equivalents were accrued vest. Such vested dividend equivalents will be delivered after the shares of Common Stock in respect of such vested Stock Units are delivered and within the time period provided in Section II.B.4, subject to the satisfaction of any applicable tax obligations, as described in Section II.F. Dividend equivalents will be accrued only with respect to Stock Units that are outstanding on a dividend record date and will not be paid on Stock Units that do not vest or are forfeited.

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Delivery of Shares. Shares of Common Stock in respect of the Stock Units 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 of Common Stock in respect of the Stock Units is conditioned on the satisfaction of any applicable tax obligations, as described in Section II.F. Any shares of Common Stock and/or cash or other property 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.

Performance Stock Units

1 .

General. A performance stock unit (“ PSU ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the Award Documentation, a minimum of zero (0) and up to a maximum

of two (2) shares of Common Stock, depending on the achievement, as determined by the Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “ Committee ”), of the financial performance objectives established by the Committee for the Performance Period. If your employment terminates prior to the PSU Scheduled Vesting Date (defined below), the number of shares of Common Stock deliverable in respect of a PSU shall be determined as provided in Section III below.

Vesting. Subject to your continued employment, the PSUs are scheduled to vest on the third anniversary of the grant date of the Award (the “ PSU Scheduled Vesting Date ”). If your employment terminates prior to the PSU Scheduled Vesting Date, your right to the PSUs, and the number of shares of Common Stock delivered in respect of each PSU, will be determined in accordance with Section III below.

Dividend Equivalents. Dividend equivalents equal to the dividend payment (if any) that would have been made in respect of one share of Common Stock for each outstanding PSU covered by the Award will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding. Dividend equivalents will vest when the corresponding PSUs covered by the Award in respect of which such dividend equivalents were accrued vest. Vested dividend equivalents equal to the dividend payment (if any) that would have been made for each dividend record date occurring on or after the grant date of the Award while the Award is outstanding in respect of the number of shares of Common Stock determined under Section II.C.1 to be delivered in respect of vested PSUs will be delivered after the shares of Common Stock in respect of such vested PSUs are delivered and within the time period provided in Section II.C.4, subject to the satisfaction of any applicable tax obligations, as described in Section II.F. Dividend equivalents (if any) will be paid only with respect to PSUs that are outstanding on a dividend record date and will not be paid on PSUs that do not vest or are forfeited.

Delivery of Shares. Shares of Common Stock deliverable in respect of the PSUs covered by the Award that vest on the PSU Scheduled Vesting Date shall be distributed to you as soon as practicable after vesting, and in no event later than 60 days after vesting. If your employment terminates prior to the PSU Scheduled Vesting Date, shares of Common Stock in respect of the PSUs covered by the Award that vest on such termination of employment shall be distributed to you as provided in Section III. The delivery of shares of Common Stock in respect of the PSUs is conditioned on your satisfaction of any applicable tax obligations as described in Section II.F. Any shares of Common Stock and/or cash or other property 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.

Options.

General. A stock option (“ Option ”), whether qualified or nonqualified, represents the right to purchase the number of shares of Common Stock specified in the Grant Documentation (the “ Option Shares ”) at the exercise price specified in the Grant Documentation.

Vesting. Subject to your continued employment, 25% of the Option Shares covered by the Option will vest on each of the first four anniversaries of the grant date of the Award. Any date on which an Option Share covered by the Option is scheduled to vest is a “ Scheduled Vesting Date .” If your employment terminates prior to a Scheduled Vesting Date, your right to the unvested Option Shares covered by the Option will be determined in accordance with Section III below.

Term. Subject to your continued employment, the Option will expire on the day immediately preceding the tenth anniversary of the grant date of the Award. If your employment terminates before the Option expires, your right to exercise any vested Option Shares covered by the Option will be determined in accordance with Section III below.

Exercisability. The Option Shares covered by the Option will become exercisable when they vest.

Method of Exercise of an Option.

General Procedures. An Option may be exercised by written notice to Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies, in form and substance satisfactory to Marsh & McLennan Companies, which must state the election to exercise such Option, the number of Option Shares for which such Option is being exercised and such other representations and agreements as may be required pursuant to the provisions of the Award Documentation (the “ Exercise Notice ”). The Exercise Notice must be accompanied by (i) any required income tax forms and (ii) a reaffirmation of the Restrictive Covenants Agreement, unless the Option is being exercised after your death in accordance with Section III below.

Payment of Exercise Price. Payment of the aggregate exercise price may be made with U.S. dollars or by tendering shares of Common Stock (including shares of Common Stock acquired from a stock option exercise or a stock unit award vesting).

Distribution of Option Shares. The shares of Common Stock from the Option exercise will be distributed as specified in the Exercise Notice, after you have satisfied applicable tax obligations, as described in Section II.F, and fees.

Cash Awards

General. An Award denominated in cash in the amount specified in the Grant Documentation (“ Cash Award ”) shall be credited to a bookkeeping account on the date the Award is granted (the “ Cash Account ”). A Cash Award represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the Award Documentation, the amount credited to the Cash Account.

Vesting. Subject to your continued employment, 33-1/3% of the amount credited to the Cash Account will vest on the 15 ^th of the month in which each of the first three anniversaries of the grant date of the Award occur. Any date on which all or a portion of the amount credited to the Cash Account is scheduled to vest is a “ Scheduled Vesting Date .” If your employment terminates prior to a Scheduled Vesting Date, your right to the amount credited to the Cash Account will be determined in accordance with Section III below.

Payment of Award. Your Award shall be paid on, or as soon as practicable after, vesting, and in no event later than 60 days after vesting. The delivery of the amount credited to the Cash Account is conditioned on the satisfaction of any applicable tax obligations, as described in Section II.F. Any amount 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.

Form of Payment. At the election of Marsh & McLennan Companies, the amount credited to the Cash Account will be distributed in cash or in shares of Common Stock under the Plan. If Marsh & McLennan Companies elects to distribute shares of Common Stock, the average of the high and low selling prices of Common Stock on the New York Stock Exchange on the trading day immediately preceding the applicable Scheduled Vesting Date will be used to convert the value of the amount credited to the Cash Account, in U.S. Dollars, into shares of Common Stock.

Satisfaction of Tax Obligations.

Recommendation. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award.

U.S. Employees.

Stock Units, Performance Stock Units and Cash Awards. Applicable employment taxes are required by law to be withheld when a Stock Unit, PSU or the amount credited to a Cash Account vests, or, if later, when the number of shares of Common Stock deliverable in respect of a PSU is determined. Applicable income taxes are required by law to be withheld when shares of Common Stock (or cash, as applicable) in respect of Stock Units, PSUs or the amount credited to a Cash Account are delivered to you. A sufficient number of whole shares of Common Stock or portion of the amount credited to the Cash Account, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.

Options. Applicable taxes (including employment taxes) are required by law to be withheld when a nonqualified Option is exercised. A sufficient number of whole shares of Common Stock resulting from the Option exercise will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation unless you elect in the Exercise Notice to satisfy all applicable tax withholding in another manner.

Non-U.S. Employees.

Stock Units, Performance Stock Units and Cash Awards. In most countries, the value of a Stock Unit, PSU or Cash Award is generally not taxable on the grant date. If the value of the Stock Unit, PSU or Cash Award is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of shares of Common Stock in respect of the Stock Unit or PSU, and/or the subsequent sale of the shares of Common Stock, or upon delivery of the amount credited to a Cash Account.

Options. In most countries, the value of an Option is generally not taxable on the grant date. If the value of the Option is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon exercise of the Option and delivery of shares of Common Stock in respect of the Option, and/or the subsequent sale of the shares of Common Stock.

Withholding. Marsh & McLennan Companies and/or your local employer shall have the power and the right to deduct and withhold from your Award and other compensation, or require you to remit to

Marsh & McLennan Companies and to your local employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies considers are payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gain taxes, transfer taxes, social security contributions, and National Insurance Contributions with respect to the Award, including any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your local employer may retain and sell a sufficient number of shares of Common Stock distributable in respect of the Award for this purpose.

III.

EMPLOYMENT EVENTS

Death.

Stock Units. In the event your employment is terminated because of your death, the Stock Units will vest at such termination of employment and will be distributed as described in Section II.B.4.

Performance Stock Units. In the event your employment is terminated because of your death, the PSUs will vest at such termination of employment and will be distributed as described in Section III.J.1.

Options. 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 newly vested Option Shares (and any Option Shares that were already vested at the time of your death) within two years after the date of death, but in no event shall the Option be exercised beyond the expiration date of the Award.

Cash Awards. In the event your employment is terminated because of your death, the amount credited to your Cash Account will vest and will be distributed as described in Section II.E.3.

Permanent Disability.

Stock Units. Upon the occurrence of your Permanent Disability, the Stock Units will vest and will be distributed as described in Section II.B.4, provided that you satisfy the condition described in Section III.H.

Performance Stock Units. Upon the occurrence of your Permanent Disability, the PSUs will vest and will be distributed as described in Section III.J.1 provided that you satisfy the condition described in Section III.H.

Stock Options. Upon the occurrence of your Permanent Disability, the Option will vest with respect to any unvested Option Shares and will become exercisable, provided that you satisfy the condition described in Section III.H. Provided that you satisfy the condition described in Section III.H., such newly vested Option Shares (and any Option Shares that were already vested at the time your Permanent Disability occurred) shall be exercisable for two years following the occurrence of your Permanent Disability, but in no event shall the Option be exercised beyond the expiration date of the Award.

Cash Awards. Upon the occurrence of your Permanent Disability, the amount credited to your Cash Account will vest and will be distributed as described in Section II.E.3, provided that you satisfy the condition described in Section III.H.

Normal Retirement – Outside the European Union.

Stock Units. In the event you retire from the Company on or after your Normal Retirement Date, the Stock Units will vest at such termination of employment and will be distributed as described in Section II.B.4, provided that you satisfy the condition described in Section III.H.

Performance Stock Units. In the event (a) your employment is terminated by the Company other than for Cause on or after your Normal Retirement Date or (b) you retire from the Company on or after your Normal Retirement Date, the PSUs will vest at such termination of employment and will be distributed as described in Section III.J.1 or Section III.J.2, respectively, provided that you satisfy the condition described in Section III.H.

Stock Options. In the event you retire from the Company on or after your Normal Retirement Date, the Option will vest with respect to any unvested Option Shares as provided in Section II.D.2 and will become exercisable as provided in Section II.D.4, provided that you satisfy the condition described in Section III.H. Provided that you satisfy the condition described in Section III.H., such newly vested Option Shares (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the expiration date of the Award.

Cash Awards. In the event you retire from the Company on or after your Normal Retirement Date, the amount credited to your Cash Account will vest at such termination of employment and will be distributed as described in Section II.E.3, provided that you satisfy the condition described in Section III.H.

Early Retirement – Outside the European Union.

Stock Units. In the event you retire from the Company on or after your Early Retirement Date and before your Normal Retirement Date, the Stock Units will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section II.B.4, provided that you satisfy the condition described in Section III.H.

Performance Stock Units. In the event (a) your employment is terminated by the Company other than for Cause on or after your Early Retirement Date and before your Normal Retirement Date, subject to the vesting provisions of Section IV.A or (b) you retire from the Company on or after your Early Retirement Date and before your Normal Retirement Date, the PSUs will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section III.J.1 or Section III.J.2, respectively, provided that you satisfy the condition described in Section III.H.

Stock Options. In the event you retire from the Company on or after your Early Retirement Date and before your Normal Retirement Date, the Option will vest with respect to any unvested Option Shares as provided in Section II.D.2 and will become exercisable as provided in Section II.D.4, provided that you satisfy the condition described in Section III.H. Provided that you satisfy the condition described in Section III.H., such newly vested Option Shares (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the expiration date of the Award.

Cash Awards. In the event you retire from the Company on or after your Early Retirement Date and before your Normal Retirement Date, the amount credited to your Cash Account will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section II.E.3, provided that you satisfy the condition described in Section III.H.

Retirement Treatment – Within the European Union.

Stock Units. In the event you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment, the Stock Units will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section II.B.4, provided that you satisfy the condition described in Section III.H.

Performance Stock Units. In the event (a) your employment is terminated by the Company other than for Cause and you are determined by the Retirement Treatment Committee to be eligible for retirement

treatment upon your termination of employment, subject to the vesting provisions of Section IV.A or (b) you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment, the PSUs will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section III.J.1 or Section III.J.2, respectively, provided that you satisfy the condition described in Section III.H.

Stock Options. In the event you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment, the Option will vest with respect to any unvested Option Shares as provided in Section II.D.2 and will become exercisable as provided in Section II.D.4, provided that you satisfy the condition described in Section III.H. Provided that you satisfy the condition described in Section III.H., such newly vested Option Shares (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the expiration date of the Award.

Cash Awards. In the event you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment, the amount credited to your Cash Account will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section II.E.3, provided that you satisfy the condition described in Section III.H.

Termination by the Company Other Than for Cause.

Stock Units. In the event your employment is terminated by the Company other than for Cause, the Stock Units will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section II.B.4, provided that you satisfy the condition described in Section III.H.

Performance Stock Units. In the event your employment is terminated by the Company other than for Cause, the PSUs will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section III.J.1 provided that you satisfy the condition described in Section III.H.

Stock Options. In the event your employment is terminated by the Company other than for Cause, rights, title and interest in and to any unvested Option Shares will be forfeited upon such termination of employment. Provided that you satisfy the condition described in Section III.H., any Option Shares that were vested at the time of your termination of employment shall be exercisable until the earlier of 90 days following your termination of employment and the expiration date of the Award.

Cash Awards. In the event your employment is terminated by the Company other than for Cause, the amount credited to your Cash Account will vest at such termination of employment on a pro rata basis as described in Section III.I and will be distributed as described in Section II.E.3, provided that you satisfy the condition described in Section III.H.

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

Retirement Eligibility at the Time of Termination Other than for Cause. For the avoidance of doubt, in the event your termination of employment is on or after your Early Retirement Date and before your Normal Retirement Date, on or after your Normal Retirement Date or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment and your employment is terminated by the Company other than for Cause (including through a sale or similar transaction involving your Employing Company), any Stock Units, Options or amount credited to a Cash Account covered by your Award will be treated as set forth in Sections III.C through E, as applicable, and any PSUs covered by your Award will be treated as set forth in Sections III.C.2(a), III.D.2(a), III.E.2(a), as applicable.

All Other Terminations.

For all other terminations of employment not described in Sections III.A through F above (including, but not limited to, a termination by the Company for Cause), 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. For purposes of these Terms and Conditions, your employment will be treated as terminated when you are no longer employed by the Company.

Condition to Vesting of Award Prior To a Scheduled Vesting Date or the PSU Scheduled Vesting Date and Exercisability of Options Following Termination.

In the event of your Permanent Disability, termination of employment on or after your Early Retirement Date and before your Normal Retirement Date, on or after your Normal Retirement Date or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment, or your termination of employment other than for Cause as described in Sections III.B through F, you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies

(or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement within 30 days following your termination of employment or the occurrence of your Permanent Disability as a condition to vesting of any unvested portion of the Award and as a condition to the exercisability of the Option following your termination of employment or the occurrence of your Permanent Disability. Failure to timely execute or 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 including, but not limited to, any Option Shares that were vested at the time of your termination of employment.

Determination of Pro Rata Vesting upon Termination of Employment.

The number of Stock Units or PSUs or the portion of the amount credited to your Cash Account, as applicable, that vests on a pro rata basis upon termination of employment will be determined using the following formula:

(

)

–


where
A	=	the number of Stock Units or PSUs covered by the Award or the amount of cash covered by the Award, as applicable;
B	=	the number of days in the period beginning on the grant date of the Award and ending on the employment termination date;
C	=	the number of days in the period beginning on the grant date of the Award and ending on the last Scheduled Vesting Date or the PSU Scheduled Vesting Date, as applicable; and
D	=	the number of Stock Units or PSUs or the amount credited to your Cash Account, as applicable, that has previously vested.

Distribution in Respect of Performance Stock Units that Vest Upon Termination of Employment.

Termination of Employment Because of Death, Permanent Disability or Termination by the Company Other Than for Cause Whether or Not Retirement Eligible. In the event of your termination of employment due to your death, the occurrence of your Permanent Disability, or termination by the Company other than for Cause, as described in Section III.A.2, III.B.2, III.C.2(a), III.D.2(a), III.E.2(a) or III.F.2, you will receive, as soon as practicable after such termination of employment or occurrence of Permanent Disability and in no event later than 60 days following such termination of employment or occurrence of Permanent Disability, the number of shares of Common Stock determined under Section II.C.1 in respect of the number of PSUs that vested in accordance with such termination of employment or occurrence of your Permanent Disability, as applicable; provided that, in the event your termination of employment or the occurrence of your Permanent Disability

occurs on or prior to December 31 of the year in which the PSUs are granted, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests upon your termination of employment or the occurrence of your Permanent Disability.

Termination of Employment Because of Normal Retirement, Early Retirement or Eligibility for Retirement Treatment

In the event of your termination of employment due to Normal Retirement, Early Retirement or you are determined to be eligible for retirement treatment, as described in Section III.C.2(b), III.D.2(b) or III.E.2(b), you will receive, as soon as practicable after the PSU Scheduled Vesting Date and in no event later than 60 days following the PSU Scheduled Vesting Date, the number of shares of Common Stock determined under Section II.C.1 in respect of the number of PSUs that vested in accordance with such termination of employment; provided that, in the event a Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted and your termination of employment occurs following such Change in Control, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests upon your termination of employment.

Section 409A of the Code.

Notwithstanding any provision herein, your Award may be subject to additional restrictions to ensure compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder (regarding nonqualified deferred compensation) (“ Section 409A of the Code ”). 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 reflect Section 409A of the Code. If your Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%.

Notwithstanding any provision herein, if any portion of your Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:

you will have incurred a “separation from service” when the level of services you provide to Marsh & McLennan Companies 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 Marsh & McLennan Companies and its affiliates in the preceding 36 months (or shorter period of service if, for example, your total service with Marsh & McLennan Companies is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies Long-Term Disability benefits will be ignored.

Notwithstanding any 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 your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code. 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.

Notwithstanding any provision herein, in the event a Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted and the PSU Scheduled Vesting Date is after your Early Retirement Date and before your Normal Retirement Date, on or after your Normal Retirement Date or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment, shares of Common Stock deliverable in respect of the PSUs covered by the Award that vest on the PSU Scheduled Vesting Date shall be distributed to you as soon as practicable after vesting, and in no event later than March 15 in the year vesting occurs.

IV.

CHANGE IN CONTROL PROVISIONS

Treatment of Awards. Upon the occurrence of a “Change in Control” of Marsh & McLennan Companies, as defined in the Plan, the Award will continue to vest in accordance with its regular vesting schedule as specified in Section II and subject to the employment events provisions in Section III; provided that, the Award will become fully vested upon your termination of

employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and will be treated as follows:

Stock Units. Any Stock Units covered by the Award will be distributed as described in Section II.B.4.

Performance Stock Units. Any PSUs covered by the Award will be distributed in accordance with Section III.J.1; provided that, if such Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests.

Stock Options. Such newly vested Option Shares (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of 90 days following your termination of employment and the expiration date of the Award.

Cash Awards . Any amount credited to your Cash Account will be distributed as described in Section II.E.3.

For the avoidance of doubt, in the event your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control is on or after your Early Retirement Date and before your Normal Retirement Date, on or after your Normal Retirement Date or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment upon your termination of employment, any Stock Units, PSUs, Options or amount credited to a Cash Account covered by your Award will be treated as described in this Section IV.A; provided that such newly vested Option Shares (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the expiration date of the Award.

Additional Payment for Grantees Subject to U.S. Income Tax.

The value of the accelerated vesting of the Award because of a Change in Control (the “ Accelerated Award ”) may be subject to a 20% federal excise tax under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended and regulations thereunder (the “ Excise Tax ”). 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 up to your last five years’ W-2 earnings, as applicable.

Companies 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 Marsh & McLennan Companies for such excess. To the extent applicable under Section 409A of the Code, in all events, Marsh & McLennan Companies will pay to you the Additional Payment no later than the end of the taxable year following the taxable year in which you pay the Excise Tax.

V.	DEFINITIONS

As used in 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;

willful violation of any written company policies including but not limited to, the Company’s Code of Business Conduct & Ethics;

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;

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 material damage to the reputation of the Company; or

any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

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

“Good Reason” shall mean any of the following without your written consent:

a material reduction in your base salary;

a material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

a material diminution of your duties, responsibilities or authority; or

a relocation of more than 50 miles from your office location in effect immediately prior to the Change in Control;

provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

“Normal Retirement Date” and “Early Retirement Date” shall have the respective meanings given such terms (or any comparable substitute terms or concepts) set forth in the primary retirement plan or program applicable to you upon your termination of employment (whether sponsored by Marsh & McLennan Companies, your employer or otherwise).

“Performance Period” shall mean the period that begins on [DATE] and ends on [DATE], provided that in the event of a termination of your employment described in Section III.A.2, III.C.2(a), III.D.2(a), III.E.2(a) or III.F.2 or the occurrence of your Permanent Disability described in Section III.B.2 prior to a Change in Control, such period will end on December 31 of the year prior to such termination of employment or occurrence of your Permanent Disability for the PSUs covered by your Award; and provided further that in the event of a Change in Control, such period will end on December 31 of the year prior to the occurrence of such Change in Control.

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

“Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee.

Additional Definitions.

The terms below are defined on the following pages


Accelerated Award			17
Additional Payment			17
Award			3
Award Documentation			3
Cash Account			7
Cash Award			7
Change in Control			16
Committee			5
Common Stock			3
Country-Specific Notices			3
Employing Company			13
Excise Tax			17
Exercise Notice			6
Grant Documentation			3
Marsh & McLennan Companies			3
Option			6
Option Shares			6
Plan			3
PSU			4
PSU Scheduled Vesting Date			5
Restrictive Covenants Agreement			3
RSU			4
Scheduled Vesting Date			4, 6, 7
Section 409A of the Code			15
Stock Unit			4
Terms and Conditions			3

VI.

ADDITIONAL PROVISIONS

Additional Provisions—General

Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

Amendment. The Committee may, in its sole discretion, amend the terms of the Award; provided, however, that if the Committee concludes,

in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to your Award without your consent.

Limitations. Payment of your Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of the Award. Your right to payment of your Award is the same as the right of an unsecured general creditor of the Company.

Additional Provisions—Outside the United States

Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock, or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of exercise (for Options) or vesting (for other equity-based awards) after payment of applicable taxes, fees and any exercise price. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes, fees and any exercise price) to satisfy the Award.

Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you if you are, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country in which you are then resident or primarily employed, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII.

QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Plan or your Award or if you would like an account statement detailing each type of equity-based award or cash award and the number of shares of Common Stock or cash value (as applicable) covered by such equity-based award or cash award that comprises your Award, and the exercise price, vesting date(s) and expiration date of such equity-based awards or cash awards that comprise your Award, or any other information, please contact:

Global & Executive Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036-2774

United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

Exhibit 10.2

MARSH & McLENNAN COMPANIES, INC.

2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

AND

2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

DEFERRED STOCK UNIT AWARDS

GRANTED ON [DATE]

TABLE OF CONTENTS


I.	BACKGROUND			3
II.	AWARDS			3
	A.	General		3
		1.	Rights of Award Holders	3
		2.	Restrictive Covenants Agreement	3
	B.	Stock Units		3
		1.	General	3
		2.	Vesting	4
		3.	Accumulation of Dividend Equivalents	4
		4.	Delivery of Shares	4
	C.	Satisfaction of Tax Obligations		4
		1.	U.S. Employees	4
		2.	Non-U.S. Employees	4
III.	EMPLOYMENT EVENTS			5
	A.	Death		5
	B.	Permanent Disability		5
	C.	Termination by the Company Other Than for Cause		5
	D.	All Other Terminations		6
	E.	Condition to Vesting of Award		6
	F.	Determination of Pro Rata Vesting upon Termination of Employment		6
	G.	Section 409A of the Code		6
IV.	CHANGE IN CONTROL PROVISIONS			8
V.	DEFINITIONS			9
VI.	ADDITIONAL PROVISIONS			10
VII.	QUESTIONS AND ADDITIONAL INFORMATION			12

I. BACKGROUND

An award (“ Award ”) has been granted to you 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 ”). The type of Award, the number of shares of Marsh & McLennan Companies, Inc. (“ Marsh & McLennan Companies ”) common stock and the vesting schedule applicable to that Award are specified in materials provided to you by Global & Executive Compensation (“ Grant Documentation ”). The Award is also subject to the terms and conditions set forth herein (the “ Terms and Conditions ”). For employees outside the United States, the awards are subject to additional terms and conditions as set forth in the country-specific notices (the “ Country-Specific Notices ”). The Prospectus dated [Date], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable), and the Plan will be referred to herein as the “ Award Documentation .” As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

Capitalized terms in these Terms and Conditions are defined in Section V.

II. AWARDS

General.

Rights of Award Holders. Unless and until the vesting conditions of an Award have been satisfied and shares of Common Stock have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor. Unless and until shares of Common Stock have been delivered to you, you have none of the attributes of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).

Restrictive Covenants Agreement. A Restrictive Covenants Agreement in a form determined by Marsh & McLennan Companies (“ Restrictive Covenants Agreement ”) must be in place in order to accept your Award and you must further reaffirm the Restrictive Covenants Agreement in order for your Award to vest as provided in Section III. Failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement by the date specified in the Grant Documentation will result in forfeiture of all of your rights, title and interest in and to the Award.

Stock Units.

General. A deferred stock unit (“ DSU ” or “ Stock Unit ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the Award Documentation, one share of Common Stock.

Vesting. Subject to your continued employment, [[Vesting Percentage] of the Stock Units will vest on the [Vesting Date (s)]. If your employment terminates before your Award is scheduled to fully vest, your right to unvested Stock Units will be determined in accordance with Section III below.

Accumulation of Dividend Equivalents. Dividend equivalents equal to the dividend payment (if any) that would have been made in respect of one share of Common Stock for each outstanding Stock Unit covered by the Award will accrue in U.S. dollars on each dividend record date that occurs on or after the date of grant of the Award while the Award is outstanding. Dividend equivalents will be accrued only with respect to Stock Units that are outstanding on a dividend record date. Accrued dividend equivalents will vest when the corresponding Stock Units covered by the Award in respect of which such dividend equivalents were accrued vest. Such vested dividend equivalents will be delivered after the shares of Common Stock in respect of such vested Stock Units are delivered, subject to the satisfaction of any applicable tax obligations, as described in Section II.C. Dividend equivalents will not be paid on Stock Units that do not vest or are forfeited.

Delivery of Shares. Shares of Common Stock in respect of the Stock Units 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 of Common Stock in respect of the Stock Units is conditioned on the satisfaction of any applicable tax obligations, as described in Section II.C. Any shares of Common Stock, cash and/or other property 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.

Satisfaction of Tax Obligations.

U.S. Employees.

Applicable employment taxes are required by law to be withheld when a Stock Unit vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units are delivered to you. A sufficient number of shares of Common Stock will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.

Non-U.S. Employees.

Stock Units. In most countries, the value of a Stock Unit is generally not taxable on the date of grant. If the value of the Stock Unit is not taxable on the date of grant, it will, in most countries, be taxed at a

later time, for example, upon delivery of shares of Common Stock in respect of the Stock Unit, and/or the subsequent sale of the shares.

Recommendation. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award.

Withholding. Marsh & McLennan Companies and/or your local employer shall have the power and the right to deduct and withhold from your Award and other compensation, or require you to remit to Marsh & McLennan Companies and to your local employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies considers are payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gain taxes, transfer taxes, social security contributions, and National Insurance Contributions with respect to the Award, including any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your local employer may retain and sell a sufficient number of shares of Common Stock distributable in respect of the Award for this purpose.

III. EMPLOYMENT EVENTS

Death.

In the event your employment is terminated because of your death, the Stock Units will vest at such termination of employment and will be distributed as described in Section II.B.4.

Permanent Disability.

Upon the occurrence of your Permanent Disability, the Stock Units will vest and will be distributed as described in Section II.B.4, provided that you satisfy the condition to vesting described in Section III.E.

Termination by the Company Other Than for Cause.

In the event your employment is terminated by the Company other than for Cause, the Stock Units will vest at such termination of employment on a pro rata basis as described in Section III.F and will be distributed as described in Section II.B.4, provided that you satisfy the condition to vesting described in Section III.E.

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

for Cause, even if your employment with the Employing Company continues after the sale.

All Other Terminations.

For all other terminations of employment not described in Sections III.A through C above (including but not limited to a termination by the Company for Cause), 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. For purposes of these Terms and Conditions, your employment will be treated as terminated when you are no longer employed by the Company.

Condition to Vesting of Award.

In the event of your Permanent Disability or your termination of employment other than for Cause as described in Sections III.B and C, any unvested portion of the Award will vest as provided in the applicable portion of Section III; provided that you execute and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement within 30 days following your termination of employment or the occurrence of your Permanent Disability. Failure to timely execute 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.

Determination of Pro Rata Vesting upon Termination of Employment.

The number of Stock Units that vests pro-rata upon termination of employment will be determined using the following formula:


(	A×	B	)	– D
(	A×	C	)	– D

where


A	=	the number of Stock Units covered by the Award;

B	=	the number of days in the period beginning on the grant date of the Award and ending on the employment termination date;

C	=	the number of days in the period beginning on the grant date of the Award and ending on the date the Award is scheduled to fully vest; and

D	=	the number of Stock Units that have previously vested.

Section 409A of the Code.

Notwithstanding any other provision herein, your Award may be subject to additional restrictions to ensure compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder (regarding nonqualified deferred compensation) (“ Section 409A of the Code ”). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies

(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 reflect Section 409A of the Code. If your Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%.

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to Marsh & McLennan Companies 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 Marsh & McLennan Companies and its affiliates in the preceding 36 months (or shorter period of service if, for example, your total service with Marsh & McLennan Companies is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies Long-Term Disability benefits will be ignored.

Notwithstanding any 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.

IV. CHANGE IN CONTROL PROVISIONS

Treatment of Awards.

Upon the occurrence of a “ Change in Control ” of Marsh & McLennan Companies, as defined in the Plan, the Award will continue to vest as specified in Section II or, if earlier, will become fully vested upon your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control.

Additional Payment for Grantees Subject to U.S. Income Tax.

The value of the accelerated vesting of the Award because of a Change in Control (the “ Accelerated Award ”) may be subject to a 20% federal excise tax under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder (the “ Excise Tax ”). 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, Marsh & McLennan Companies will determine if the Excise Tax is payable by you. If the Excise Tax is payable by you, Marsh & McLennan Companies 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 Marsh & McLennan Companies for such excess. To the extent applicable under Section 409A of the Code, in all events, Marsh & McLennan Companies will pay to you the Additional Payment no later than the end of the taxable year following the taxable year in which you pay the Excise Tax.

V. DEFINITIONS

As used in 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;

willful violation of any written company policies including but not limited to, the Company’s Code of Business Conduct & Ethics;

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 material damage to the reputation of the Company; or

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

“Good Reason” shall mean any of the following without your written consent:

a material reduction in your base salary;

a material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

a material diminution of your duties, responsibilities or authority; or

a relocation of more than 50 miles from your office location in effect immediately prior to the Change in Control;

at least 30 days following receipt of such notice to remedy such circumstances.

Additional Definitions.

The terms below are defined on the following pages:


Accelerated Award			8
Additional Payment			8
Award			3
Award Documentation			3
Change in Control			8
Committee			7
Common Stock			3
Country-Specific Notices			3
DSU			3
Employing Company			5
Excise Tax			8
Grant Documentation			3
Marsh & McLennan Companies			3
Plan			3
Restrictive Covenants Agreement			3
Section 409A of the Code			6
Stock Unit			3
Terms and Conditions			3

VI. ADDITIONAL PROVISIONS

Additional Provisions—General

Amendment. The Committee may, in its sole discretion, amend the terms of the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to your Award without your consent.

Additional Provisions—Outside the United States

Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award.

Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you if you are, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country in which you are then resident or primarily employed, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII. QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Plan or your Award or if you would like an account statement detailing the number of shares of Common Stock covered by your Award and the vesting date(s) of your Award, or any other information, please contact:

Global & Executive Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036-2774

United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

Exhibit 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries

Ratio of Earnings to Fixed Charges

(In millions, except ratios)


	Six Months Ended June 30, 2011 (Unaudited)		Years Ended December 31,
			2010		2009		2008		2007		2006
Earnings
Income before income taxes	$	862	$	769	$	552	$	494	$	759	$	799
Interest expense		100		233		241		220		266		303
Portion of rents representative of the interest factor		76		140		132		145		162		162

	$	1,038	$	1,142	$	925	$	859	$	1,187	$	1,264

Fixed Charges
Interest expense	$	100	$	233	$	241	$	220	$	266	$	303
Portion of rents representative of the interest factor		76		140		132		145		162		162

	$	176	$	373	$	373	$	365	$	428	$	465

Ratio of Earnings to Fixed Charges		5.9		3.1		2.5		2.4		2.8		2.7

Exhibit 31.1

CERTIFICATIONS

I, Brian Duperreault, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 5, 2011				/s/ Brian Duperreault
				Brian Duperreault
				President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Vanessa A. Wittman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: August 5, 2011				/s/ Vanessa A. Wittman
				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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011 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: August 5, 2011				/s/ Brian Duperreault
				Brian Duperreault
				President and Chief Executive Officer



Date: August 5, 2011				/s/ Vanessa A. Wittman
				Vanessa A. Wittman
				Executive Vice President & Chief Financial Officer