UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

February 11, 2010

	Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware

1-5998

36-2668272

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1166 Avenue of the Americas, New York, NY	10036
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code

(212) 345-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Effective February 11, 2010, Marsh & McLennan Companies, Inc. (“MMC”) and Marsh Inc. (“Marsh”) and their subsidiaries and affiliates entered into an Amended and Restated Agreement (the “Amended and Restated Agreement”) with the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, which replaces the Settlement Agreement entered into by the parties dated January 30, 2005, as amended (the “Settlement Agreement”).

Under the Amended and Restated Agreement, Marsh has agreed to apply the disclosure requirements of New York State Regulation No. 194 across the United States; to continue its training and compliance programs; and to continue to adhere to other legal requirements relating to insurance transactions.

A copy of the Amended and Restated Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

10.1	Amended and Restated Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc., and their subsidiaries and affiliates.

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 hereunto duly authorized.

MARSH & McLENNAN COMPANIES, INC.

By:	/s/ Luciana Fato

Name:

Luciana Fato

Title:

Deputy General Counsel &

Corporate Secretary

Date:

February 16, 2010

Exhibit Index

Exhibit No.

Exhibit

10.1	Amended and Restated Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc., and their subsidiaries and affiliates.

Exhibit 10.1

Amended and Restated Agreement between

the Attorney General of the State of New York

and the Superintendent of Insurance of the State of New York,

and Marsh & McLennan Companies, Inc., Marsh Inc., and their subsidiaries and affiliates

WHEREAS, Marsh & McLennan Companies, Inc. (“MMC”), Marsh Inc. (“Marsh”), and their subsidiaries and affiliates entered into a Settlement Agreement with the Attorney General of the State of New York (“Attorney General”) and the Superintendent of Insurance of the State of New York (“Superintendent”) dated January 30, 2005, as amended from time to time (the “Settlement Agreement”); and

WHEREAS, the Attorney General and the Superintendent conducted public hearings in July 2008 on the subject of insurance producer compensation and disclosure practices; and

WHEREAS, 11 NYCRR 30 (Regulation No. 194) was promulgated on February 10, 2010; and

WHEREAS, the Superintendent has concluded that Marsh has substantially met its obligations under the Settlement Agreement, as determined by an independent examiner;

NOW, THEREFORE, the parties hereby agree that, effective as of February 11, 2010, the Settlement Agreement shall be amended and restated as follows:

Compensation Disclosure to Insurance Purchasers: In New York, and each of the other 49 states of the United States, the District of Columbia, and all U.S. Territories, Marsh shall provide compensation disclosure that will, at a minimum, comply with the terms of Regulation No. 194, as may be amended from time to time, or the provisions of the Settlement Agreement, as existed prior to the adoption of this Amended and Restated Agreement.

Compliance Programs and Training: Marsh shall maintain its compliance programs and continue to provide appropriate training to relevant employees in business ethics, professional obligations, conflicts of interest and antitrust and trade practices compliance.

Prohibition on Reinsurance Brokerage “Leveraging”: In placing, renewing, consulting on or servicing any insurance policy, Marsh shall not directly or indirectly accept from or request of any insurer any promise or commitment to use any of Marsh’s brokerage, agency, producing or consulting services, including reinsurance brokerage, agency or producing services, in exchange for production of business to such insurer.

Prohibition of Inappropriate Use of Wholesalers: In placing, renewing, consulting on or servicing any insurance policy, Marsh shall not directly or indirectly knowingly place, renew, consult on or service a client’s insurance business through a wholesale broker in a manner that is contrary to the client’s best interests.

The Superintendent and Attorney General reserve the right to take action to enforce this Amended and Restated Agreement. If compliance with any aspect of this Amended

and Restated Agreement proves impracticable, Marsh reserves the right to request that the parties modify it accordingly.

This Amended and Restated Agreement shall be governed by the laws of the State of New York.

This Amended and Restated Agreement supersedes and replaces the Settlement Agreement and all prior agreements, arrangements, commitments and understandings, whether written or oral, with respect to the subject matter hereof, and constitutes the entire agreement of the parties.

This Amended and Restated Agreement may be executed in counterparts, including via facsimile.

WHEREFORE, the following signatures are affixed hereto on the date first above written.

New York Attorney General

New York Insurance Department

/s/ Michael Berlin

/s/ James J. Wrynn

By: Michael Berlin

By: James J. Wrynn

Deputy Attorney General

Superintendent of Insurance

For Economic Justice

120 Broadway, 25^th Floor

25 Beaver Street

New York, NY 10271

New York, NY 10004

Marsh & McLennan Companies, Inc.

Marsh Inc.

By: /s/ Peter J. Beshar

By: /s/ Daniel S. Glaser

Peter J. Beshar

Daniel S. Glaser

Executive Vice President and General Counsel

Chairman and Chief Executive Officer

Marsh & McLennan Companies, Inc.

Marsh Inc.

1166 Avenue of the Americas

New York, New York 10036