10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________ 

FORM 10-Q Filing

_____________________________________________ 

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

_____________________________________________ 

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036

(212) 345-5000

_____________________________________________ 

Commission file number 1-5998

State of Incorporation: Delaware

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

_____________________________________________ 

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

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

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

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

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

As of April 30, 2012, there were outstanding 546,271,443 shares of common stock, par value $1.00 per share, of the registrant.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

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

Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, among other things:

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

▪ our ability to make strategic acquisitions and dispositions and to integrate, and realize expected synergies, savings or strategic 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 of any regional, national or global political, economic, regulatory or market conditions on our results of operations and financial condition, including the European debt crisis and market perceptions concerning the instability of the Euro;

▪ 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;

▪ 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 our geographic reach, the sophistication and quality of our services, our pricing relative to competitors, our customers' option to self-insure or utilize internal resources instead of consultants, and our corporate tax rates relative to our competitors;

▪ 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;

▪ our ability to maintain adequate physical, technical and administrative safeguards to protect the security of our data;

▪ changes in applicable tax or accounting requirements; and

▪ potential income statement effects from the application of FASB's ASC Topic No. 740 (“Income Taxes”) regarding accounting treatment of uncertain tax benefits and valuation allowances, including the effect of any subsequent adjustments to the estimates we use in applying this accounting standard.

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

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		4
ITEM 1.	FINANCIAL STATEMENTS	4
	CONSOLIDATED STATEMENTS OF INCOME	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)	5
	CONSOLIDATED BALANCE SHEETS	6
	CONSOLIDATED BALANCE SHEETS (Continued)	7
	CONSOLIDATED STATEMENTS OF CASH FLOWS	8
	CONSOLIDATED STATEMENTS OF EQUITY	9
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4.	CONTROLS & PROCEDURES	37
PART II. OTHER INFORMATION		38
ITEM 1.	LEGAL PROCEEDINGS	38
ITEM 1A.	RISK FACTORS	38
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	39
ITEM 4.	MINE SAFETY DISCLOSURE	39
ITEM 5.	OTHER INFORMATION	39
ITEM 6.	EXHIBITS	39

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PART I.    FINANCIAL INFORMATION

Item 1. Financial Statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

For the Three Months Ended March 31,
(In millions, except per share figures)	2012			2011
Revenue	$	3,051		$	2,884
Expense:
Compensation and benefits	1,796			1,721
Other operating expenses	728			691
Operating expenses	2,524			2,412
Operating income	527			472
Interest income	6			7
Interest expense	(46		)	(51		)
Investment income (loss)	20			19
Income before income taxes	507			447
Income tax expense	153			128
Income from continuing operations	354			319
Discontinued operations, net of tax	—			12
Net income before non-controlling interests	354			331
Less: Net income attributable to non-controlling interests	7			6
Net income attributable to the Company	$	347		$	325
Basic net income per share – Continuing operations	$	0.64		$	0.57
– Net income attributable to the Company	$	0.64		$	0.59
Diluted net income per share – Continuing operations	$	0.63		$	0.56
– Net income attributable to the Company	$	0.63		$	0.58
Average number of shares outstanding – Basic	542			544
– Diluted	551			552
Shares outstanding at March 31,	546			548

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

For the Three Months Ended March 31,
(In millions, except per share figures)	2012			2011
Net income before non-controlling interests	$	354		$	331
Other Comprehensive Income (loss), before tax:
Foreign currency translation adjustments	162			173
Unrealized investment loss	(1		)	(4		)
Gain (loss) related to pension/post-retirement plans	14			(64		)
Other comprehensive income, before tax	175			105
Income tax expense (credit) on other comprehensive income	10			(12		)
Other comprehensive income, net of tax	165			117
Comprehensive income	519			448
Less: Comprehensive income attributable to non-controlling interests	(7		)	(6		)
Comprehensive income attributable to the Company	$	512		$	442

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)	March 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	1,410		$	2,113
Receivables
Commissions and fees	2,787			2,676
Advanced premiums and claims	94			86
Other	233			249
	3,114			3,011
Less-allowance for doubtful accounts and cancellations	(106		)	(105		)
Net receivables	3,008			2,906
Current deferred tax assets	390			376
Other current assets	227			253
Total current assets	5,035			5,648
Goodwill and intangible assets	7,129			6,963
Fixed assets (net of accumulated depreciation and amortization of $1,535 at March 31, 2012 and $1,469 at December 31, 2011)	795			804
Pension related assets	67			39
Deferred tax assets	1,143			1,205
Other assets	841			795
	$	15,010		$	15,454

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)	March 31, 2012			December 31, 2011
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	259		$	260
Accounts payable and accrued liabilities	1,873			2,016
Accrued compensation and employee benefits	699			1,400
Accrued income taxes	80			63
Dividends payable	121			—
Total current liabilities	3,032			3,739
Fiduciary liabilities	4,284			4,082
Less – cash and investments held in a fiduciary capacity	(4,284		)	(4,082		)
	—			—
Long-term debt	2,664			2,668
Pension, postretirement and postemployment benefits	1,606			1,655
Liabilities for errors and omissions	472			468
Other liabilities	971			984
Commitments and contingencies
Equity:
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued	—			—
Common stock, $1 par value, authorized
1,600,000,000 shares, issued 560,641,640 shares at March 31, 2012 and December 31, 2011	561			561
Additional paid-in capital	1,018			1,156
Retained earnings	8,053			7,949
Accumulated other comprehensive loss	(3,023		)	(3,188		)
Non-controlling interests	67			57
	6,676			6,535
Less – treasury shares, at cost, 14,711,644 shares at March 31, 2012 and 21,463,226 shares at December 31, 2011	(411		)	(595		)
Total equity	6,265			5,940
	$	15,010		$	15,454

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended March 31,
(In millions of dollars)	2012			2011
Operating cash flows:
Net income before non-controlling interests	$	354		$	331
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	66			67
Amortization of intangible assets	17			16
Provision for deferred income taxes	35			110
Gain on investments	(20		)	(19		)
Loss on disposition of assets	12			—
Stock option expense	11			7
Changes in assets and liabilities:
Net receivables	(101		)	(172		)
Other current assets	151			(73		)
Other assets	(213		)	(45		)
Accounts payable and accrued liabilities	(136		)	68
Accrued compensation and employee benefits	(702		)	(627		)
Accrued income taxes	17			(20		)
Other liabilities	26			50
Effect of exchange rate changes	(20		)	(69		)
Net cash used for operations	(503		)	(376		)
Financing cash flows:
Proceeds from issuance of debt	248			—
Repayments of debt	(252		)	(2		)
Purchase of non-controlling interests	—			(13		)
Shares withheld for taxes on vested units – treasury shares	(84		)	(85		)
Issuance of common stock	77			89
Contingent payments for acquisitions	(13		)	—
Dividends paid	(121		)	(117		)
Net cash used for financing activities	(145		)	(128		)
Investing cash flows:
Capital expenditures	(51		)	(67		)
Net purchases of long-term investments	(5		)	—
Proceeds from sales of fixed assets	1			1
Dispositions	—			1
Acquisitions	(60		)	(104		)
Other, net	(1		)	1
Net cash used for investing activities	(116		)	(168		)
Effect of exchange rate changes on cash and cash equivalents	61			108
Decrease in cash and cash equivalents	(703		)	(564		)
Cash and cash equivalents at beginning of period	2,113			1,894
Cash and cash equivalents at end of period	$	1,410		$	1,330

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the Three Months Ended March 31,
(In millions, except per share figures)	2012			2011
COMMON STOCK
Balance, beginning and end of year	$	561		$	561
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year	$	1,156		$	1,185
Change in accrued stock compensation costs	(118		)	(129		)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact	(20		)	(6		)
Balance, end of period	$	1,018		$	1,050
RETAINED EARNINGS
Balance, beginning of year	$	7,949		$	7,436
Net income attributable to the Company	347			325
Dividend equivalents declared (per share amounts: $0.44 in 2012 and $0.42 in 2011)	(3		)	(4		)
Dividends declared – (per share amounts: $0.44 in 2012 and $0.42 in 2011)	(240		)	(229		)
Balance, end of period	$	8,053		$	7,528
ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS)
Balance, beginning of year	$	(3,188	)	$	(2,300	)
Foreign currency translation adjustments	162			171
Unrealized investment holding losses, net of reclassification adjustments	(2		)	(3		)
Net changes under benefit plans, net of tax	5			(51		)
Balance, end of period	$	(3,023	)	$	(2,183	)
TREASURY SHARES
Balance, beginning of year	$	(595	)	$	(514	)
Issuance of shares under stock compensation plans and employee stock purchase plans	184			187
Balance, end of period	$	(411	)	$	(327	)
NON-CONTROLLING INTERESTS
Balance, beginning of year	$	57		$	47
Net income attributable to non-controlling interests	7			6
Other changes	3			5
Balance, end of period	$	67		$	58
TOTAL EQUITY	$	6,265		$	6,687

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

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.     Nature of Operations

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

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

In January 2012, Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and related ancillary operations and insurance broking operations in Botswana and Namibia. In March 2012, Marsh acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerages services to U.S. subsidiaries of Japanese companies.

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 February 2012, Mercer acquired the remaining 49% of Yokogawa-ORC, a global mobility firm based in Japan, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm. In March 2012, Mercer acquired REPCA, a France-based broking and advising firm for employer health and benefits plans.

On August 3, 2010, the Company completed the sale of Kroll, the Company's former Risk Consulting & Technology segment. With the sale of Kroll, 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 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, 2011 (the “2011 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-month periods ended March 31, 2012 and 2011.

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 $20 million and $18 million for the three months ended March 31, 2012 and 2011, respectively.

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The Company has an investment in Trident II limited partnership, a private equity investment fund. At March 31, 2012, the Company’s investment in Trident II was approximately $96 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 first quarter of 2012 was 30.2%. The rate reflects non-U.S. earnings subject to tax at rates below the U.S. statutory rate, including the effect of the repatriation of certain non-U.S. earnings. The 28.6% effective tax rate for the first quarter of 2011 includes a benefit from the effective settlement of the IRS audit for 2006 to 2008. Excluding this benefit, the effective tax rate for the first quarter of 2011 was 31.6%.

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

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in the tax return. The Company’s gross unrecognized tax benefits increased from $143 million at December 31, 2011 to $144 million at March 31, 2012. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $60 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

3.     Fiduciary Assets and Liabilities

In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds of $11 million and $12 million for the three-month periods ended March 31, 2012 and 2011. The Consulting segment recorded fiduciary interest income of $1 million in each of the three-month periods ended March 31, 2012 and 2011. 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 $42 million and $62 million of fixed income securities classified as available for sale at March 31, 2012 and December 31, 2011, respectively. Unrealized gains or losses from available for sale securities are recorded in other comprehensive income until the securities are disposed of, mature or a loss is recognized as an other than temporary impairment. Unrealized gains, net of tax, were $0 million and $2 million at March 31, 2012 and December 31, 2011, respectively.

Net uncollected premiums and claims and the related payables amounted to $10 billion at March 31, 2012 and $9 billion atDecember 31, 2011. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Net uncollected premiums and claims and the related payables are, therefore, not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.

In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables.

Mercer manages approximately $16 billion of assets in trusts or funds for which Mercer’s management or trustee fee is considered a variable interest. Mercer is not the primary beneficiary of these trusts or funds. Mercer’s only variable interest in any of these trusts or funds is its unpaid fees, if any. Mercer’s maximum exposure to loss of its interests is, therefore, limited to collection of its fees.

4.    Per Share Data

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 non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating

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securities and should be included in the computation.

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 EPS 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 EPS and basic weighted average common shares outstanding to diluted weighted average common shares outstanding is presented below.

Basic EPS Calculation - Continuing Operations
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income from continuing operations	$	354	$	319
Less: Net income attributable to non-controlling interests	7		6
Net income from continuing operations attributable to the Company	347		313
Less: Portion attributable to participating securities	2		3
Net income attributable to common shares for basic earnings per share	$	345	$	310
Basic weighted average common shares outstanding	542		544

Basic EPS Calculation - Net Income
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income attributable to the Company	$	347	$	325
Less: Portion attributable to participating securities	1		3
Net income attributable to common shares for basic earnings per share	$	346	$	322
Basic weighted average common shares outstanding	542		544

Diluted EPS Calculation - Continuing Operations
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income from continuing operations	$	354	$	319
Less: Net income attributable to non-controlling interests	7		6
Net income from continuing operations attributable to the Company	347		313
Less: Portion attributable to participating securities	2		3
Net income attributable to common shares for diluted earnings per share	$	345	$	310
Basic weighted average common shares outstanding	542		544
Dilutive effect of potentially issuable common shares	9		8
Diluted weighted average common shares outstanding	551		552
Average stock price used to calculate common stock equivalents	$	31.95	$	28.90

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Diluted EPS Calculation - Net Income
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income attributable to the Company	$	347	$	325
Less: Portion attributable to participating securities	1		3
Net income attributable to common shares for diluted earnings per share	$	346	$	322
Basic weighted average common shares outstanding	542		544
Dilutive effect of potentially issuable common shares	9		8
Diluted weighted average common shares outstanding	551		552
Average stock price used to calculate common stock equivalents	$	31.95	$	28.90

There were 38.2 million and 42.4 million stock options outstanding as of March 31, 2012 and 2011, respectively.

5.    Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2012 and 2011.

(In millions of dollars)	2012			2011
Assets acquired, excluding cash	$	93		$	124
Liabilities assumed	(27		)	(21		)
Contingent/deferred purchase consideration	(13		)	(13		)
Net cash outflow for current year acquisitions	53			90
Deferred purchase consideration from prior years' acquisitions	7			14
Net cash outflow for acquisitions	$	60		$	104

(In millions of dollars)	2012		2011
Interest paid	$	65	$	72
Income taxes paid	$	79	$	85

The Company had non-cash issuances of common stock under its share-based payment plan of $170 million and $177 million for the three months ended March 31, 2012 and 2011, respectively. The Company recorded stock-based compensation expense related to equity awards of $41 million and $40 million for the three-month periods ended March 31, 2012 and 2011, respectively.

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6.    Comprehensive Income

The components of comprehensive income for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31,	2012									2011
(In millions of dollars)	Pre-Tax			Tax Expense			Net of Tax			Pre-Tax			Tax Expense			Net of Tax
Foreign currency translation adjustments	$	162		$	—		$	162		$	173		$	2		$	171
Unrealized investment gains (losses)	(1		)	1			(2		)	(4		)	(1		)	(3		)
Pension/post-retirement plans:
Amortization of losses (gains) included in net periodic pension cost:
Prior Service gains	(8		)	(5		)	(3		)	(8		)	(2		)	(6		)
Net actuarial losses	66			42			24			55			12			43
Subtotal	58			37			21			47			10			37
Foreign currency translation adjustments	(44		)	(28		)	(16		)	(111		)	(23		)	(88		)
Pension/post-retirement plans (gains) losses	14			9			5			(64		)	(13		)	(51		)
Other comprehensive income (loss)	$	175		$	10		$	165		$	105		$	(12	)	$	117

7.     Acquisitions

During the first three months of 2012, the Company made three acquisitions in its Risk and Insurance Services segment and three in its Consulting segment. In January 2012, Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and related ancillary operations and insurance broking operations in Botswana and Namibia. In March 2012, Marsh acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerages services to U.S. subsidiaries of Japanese companies. In February 2012, Mercer acquired the remaining 49% of Yokogawa-ORC, a global mobility firm based in Japan, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm. In March 2012, Mercer acquired REPCA, a France-based broking and advising firm for employer health and benefits plans.

Total purchase consideration for the 2012 acquisitions was $148 million, which consisted of cash paid of $73 million in the first quarter of 2012, deferred purchase and estimated contingent consideration of $13 million, and cash held in escrow of $62 million at December 31, 2011 that was released in the first quarter of 2012. 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 $20 million$0 millionof deferred purchase and contingent consideration related to acquisitions made in prior years.

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

For the Three Months Ended March 31,
(Amounts in millions)	2012
Cash (includes $62 million held in escrow at 12/31/11)	$	135
Estimated fair value of contingent consideration	13
Total Consideration	$	148
Allocation of purchase price:
Cash and cash equivalents	$	20
Accounts receivable, net	3
Property, plant, and equipment	2
Intangible assets	66
Goodwill	89
Other assets	6
Total assets acquired	186
Current liabilities	6
Other liabilities	32
Total liabilities assumed	38
Net assets acquired	$	148

Prior Year Acquisitions

During 2011, the Company made seven acquisitions in its Risk and Insurance Services segment and five 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. In July 2011, Marsh acquired Prescott Pailet Benefits, an employee benefits broker in the state of Texas. In October 2011, Marsh acquired the employee benefits division of Kaeding, Ernst & Co, a Massachusetts-based employee benefits, life insurance and financial planning consulting firm. In November 2011, Marsh acquired Gallagher & Associates, Inc., a property and casualty insurance agency based in Minnesota. In November 2011, Marsh acquired Seitlin Insurance, an insurance firm based in South Florida. 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. In July 2011, Mercer acquired Mahoney Associates, a health and benefits advisory firm based in South Florida. In August 2011, Mercer acquired Censeo Corporation, a human resource consulting firm based in Florida. In December 2011, Mercer acquired Alicia Smith & Associates, a Medicaid policy consulting firm based in Washington, D.C.

Total purchase consideration for acquisitions made during the first quarter of 2011 was $106 million which consisted of cash paid of $93 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 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 the first quarter of 2011, the Company also paid $14 million of deferred purchase consideration related to acquisitions made in prior years.

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

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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 2012 and 2011. 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, 2011. The pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

For the Three Months Ended March 31,
(In millions, except per share data)	2012		2011
Revenue	$	3,058	$	2,929
Income from continuing operations	$	355	$	315
Net income attributable to the Company	$	348	$	321
Basic net income per share:
– Continuing operations	$	0.64	$	0.56
– Net income attributable to the Company	$	0.64	$	0.59
Diluted net income per share:
– Continuing operations	$	0.63	$	0.56
– Net income attributable to the Company	$	0.63	$	0.58

The Consolidated Statements of Income for the three months ended March 31, 2012 include approximately $20 million of revenue and $1 million of net operating income, respectively, related to acquisitions made during 2012.

8.     Dispositions

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

For the Three Months Ended March 31,
(In millions of dollars except per share figures)	2012		2011
Disposals of discontinued operations	$	—	$	—
Income tax (credit) expense	—		(12		)
Disposals of discontinued operations, net of tax	—		12
Discontinued operations, net of tax	$	—	$	12
Discontinued operations, net of tax per share
– Basic	$	—	$	0.02
– Diluted	$	—	$	0.02

The tax credit for the three months ended March 31, 2011 is primarily due to a tax recovery under the indemnity related to the Putnam sale.

9.    Goodwill and Other Intangibles

The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment test for each of its reporting units during the third quarter of each year. The Company adopted new accounting provisions in the third quarter of 2011. Under this guidance, a company may first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. The Company considered numerous issues, which included the excess of fair value over carrying value in its most recent estimate of reporting unit fair values, whether significant acquisitions or dispositions occurred which might alter the fair values of its reporting units, macroeconomic conditions and their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used in its estimation of reporting unit fair values,

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industry and market conditions, and the year over year change in the Company's share price.

Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature.

Changes in the carrying amount of goodwill are as follows:

March 31,
(In millions of dollars)	2012		2011
Balance as of January 1, as reported	$	6,562	$	6,420
Goodwill acquired	89		68
Other adjustments(a)	24		69
Balance at March 31,	$	6,675	$	6,557

^(a)  Primarily foreign exchange.

Goodwill allocable to the Company’s reportable segments is as follows: Risk & Insurance Services, $4.6 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:

	March 31, 2012						December 31, 2011
(In millions of dollars)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Amortized intangibles	$	746	$	292	$	454	$	666	$	265	$	401

Aggregate amortization expense for the three months ended March 31, 2012 and 2011 was $17 million and $16 million, respectively, and the estimated future aggregate amortization expense is as follows:

For the Years Ending December 31,
(In millions of dollars)	Estimated Expense
2012 (excludes amortization through March 31, 2012)	$	52
2013	64
2014	60
2015	58
2016	48
Subsequent years	172
	$	454

10.     Fair Value Measurements

Fair Value Hierarchy

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

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liabilities in an active market (examples include active exchange-traded equity securities, most U.S. Government and agency securities, money market mutual funds and certain other sovereign government obligations).

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

a) Quoted prices for similar assets or liabilities in active markets;

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

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).

Level 3. Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include private equity investments, certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power).

Valuation Techniques

Equity Securities & Mutual Funds - Level 1

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

Other Sovereign Government Obligations, Municipal Bonds and Corporate Bonds - Level 2

The investments in this caption, primarily investments in Germany and France, are valued on the basis of valuations furnished by an independent pricing service 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 - Level 2

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

Senior Notes due 2014 - Level 2

The fair value of the first $250 million of Senior Notes maturing in 2014 is estimated to be the amortized cost of those notes adjusted by the fair value of the interest rate swap derivative, discussed above. In the first quarter of 2011, the Company entered into two interest rate swaps to convert interest on a portion of its Senior Notes from a fixed rate to a floating rate. The swaps are designated as fair value hedging instruments. The change in the fair value of the swaps 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 - Level 3

Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. Contingent consideration arrangements are primarily based on meeting EBITDA and revenue targets over 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 March 31, 2012 and December 31, 2011.

	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions of dollars)	03/31/12		12/31/11		03/31/12		12/31/11		03/31/12		12/31/11		03/31/12		12/31/11
Assets:
Financial instruments owned:
Exchange traded equity securities	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Mutual funds(a)	135		134		—		—		—		—		135		134
Money market funds(b)	173		226		—		—		—		—		173		226
Interest rate swap derivatives(c)	—		—		6		7		—		—		6		7
Total assets measured at fair value	$	308	$	360	$	6	$	7	$	—	$	—	$	314	$	367
Fiduciary Assets:
State and local obligations (including non-U.S. locales)	$	—	$	—	$	8	$	13	$	—	$	—	$	8	$	13
Other sovereign government obligations and supranational agencies	—		—		34		47		—		—		34		47
Corporate and other debt	—		—		—		2		—		—		—		2
Money market funds	170		186		—		—		—		—		170		186
Total fiduciary assets measured at fair value	$	170	$	186	$	42	$	62	$	—	$	—	$	212	$	248
Liabilities:
Contingent consideration liability(d)	$	—	$	—	$	—	$	—	$	108	$	110	$	108	$	110
Senior Notes due 2014(e)	—		—		256		257		—		—		256		257
Total liabilities measured at fair value	$	—	$	—	$	256	$	257	$	108	$	110	$	364	$	367

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

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

^(c)    Included in other receivables in the consolidated balance sheets.

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

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

During the three-month period ended March 31, 2012, there were no assets or liabilities that transferred between Level 1 and Level 2 or between Level 2 and Level 3.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the quarter ended March 31, 2012 that represent contingent consideration related to acquisitions:

(In millions of dollars)	Fair Value, December 31, 2011		Additions	Payments		Revaluation Impact	Fair Value, March 31, 2012
Contingent consideration	$	110	10	(13	)	1	$	108

The fair value of the contingent liability is based on projections of revenue and earnings for the acquired entities that are reassessed on a quarterly basis. A 5% increase in the above mentioned projections would increase the liability by approximately $20 million. A 5% decrease in the above mentioned projections would decrease the liability by approximately $30 million.

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11.    Retirement Benefits

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

The target asset allocation for the U.S. Plan is 58% equities and equity alternatives and 42% fixed income. At the end of the first quarter of 2012, the actual allocation for the U.S. Plan was 59% equities and equity alternatives and 41% fixed income. The target asset allocation for the U.K. Plan, which comprises approximately 82% of non-U.S. Plan assets, is 53% equities and equity alternatives and 47% fixed income. At the end of the first quarter of 2012, the actual allocation for the U.K. Plan was 53% equities and equity alternatives and 47% fixed income.

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

Combined U.S. and significant non-U.S. Plans	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012			2011
Service cost	$	61		$	56		$	2		$	2
Interest cost	148			152			3			3
Expected return on plan assets	(226		)	(221		)	—			—
Amortization of prior service credit	(5		)	(5		)	(3		)	(3		)
Recognized actuarial loss	66			55			—			—
Net periodic benefit cost	$	44		$	37		$	2		$	2

U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012			2011
Service cost	$	24		$	21		$	1		$	1
Interest cost	57			58			2			2
Expected return on plan assets	(81		)	(79		)	—			—
Amortization of prior service credit	(4		)	(4		)	(3		)	(3		)
Recognized actuarial loss	37			26			—			—
Net periodic benefit cost	$	33		$	22		$	—		$	—

Significant non-U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012		2011
Service cost	$	37		$	35		$	1	$	1
Interest cost	91			94			1		1
Expected return on plan assets	(145		)	(142		)	—		—
Amortization of prior service cost	(1		)	(1		)	—		—
Recognized actuarial loss	29			29			—		—
Net periodic benefit cost	$	11		$	15		$	2	$	2

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

Combined U.S. and significant non-U.S. Plans	Pension Benefits				Postretirement Benefits
March 31,	2012		2011		2012		2011
Weighted average assumptions:
Expected return on plan assets	8.04	%	8.18	%	—	%	—	%
Discount rate	4.91	%	5.59	%	5.05	%	5.84	%
Rate of compensation increase	3.09	%	4.09	%	—	%	—	%

The Company made $273 million of contributions to its U.S. and non-U.S. pension plans in the first three months of 2012, including discretionary contributions of $100 million to its U.S. qualified pension plan and $100 million to its U.K plans, and expects to contribute approximately $246 million to its non-qualified U.S. pension and non-U.S pension plans during the remainder of 2012.

12.    Debt

The Company’s outstanding debt is as follows:

(In millions of dollars)	March 31, 2012		December 31, 2011
Short-term:
Current portion of long-term debt	$	259	$	260
Long-term:
Senior notes – 6.25% due 2012 (5.1% effective interest rate)	$	—	$	250
Senior notes – 4.850% due 2013	250		251
Senior notes – 5.875% due 2033	296		296
Senior notes – 5.375% due 2014	326		326
Senior notes – 5.75% due 2015	479		479
Senior notes – 2.30% due 2017	248		—
Senior notes – 9.25% due 2019	398		398
Senior notes – 4.80% due 2021	496		496
Mortgage – 5.70% due 2035	429		431
Other	1		1
	2,923		2,928
Less current portion	259		260
	$	2,664	$	2,668

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

During the first quarter of 2012 the Company repaid its 6.25% fixed rate $250 million senior notes that matured. The Company used proceeds from the issuance of 2.3% five-year $250 million senior notes in the first quarter of 2012 to fund the maturing notes.

The Company and certain of its foreign subsidiaries maintain a $1.0 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2012.

Derivative Financial Instruments

In February 2011, the Company entered into two$125 million3.5-year interest rate swaps to hedge changes in the fair value of the first $250 million of the outstanding 5.375% senior notes due in 2014.

Under the terms of the swaps, the counter-parties will pay the Company a fixed rate of 5.375% and the Company

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will pay interest at a floating rate of three-month LIBOR plus a fixed spread of 3.726%. The maturity date of the senior notes and the swaps match exactly. The floating rate resets quarterly, with every second reset occurring on the interest payment date of the senior notes. The swaps net settle every six months on the senior note coupon payment dates. The swaps are designated as fair value hedging instruments and are deemed to be perfectly effective in accordance with applicable accounting guidance. The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps are reflected in the carrying value of the interest rate swaps and in the consolidated balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal amount. The gain or (loss) on the hedged item (fixed rate debt) and the offsetting gain or (loss) on the interest rate swaps for the period ended March 31, 2012 are as follows:

Income statement classification (In millions of dollars)	Loss on Swaps			Gain on Notes		Net Income Effect
Other Operating Expenses	$	(1	)	$	1	$	—

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

13.    Restructuring Costs

The Company recorded total restructuring costs of $4 million in the first three months of 2012, the majority of which related to severance.

Details of the activity from January 1, 2011 through March 31, 2012 regarding restructuring activities, which includes liabilities from actions prior to 2012, are as follows:

(In millions of dollars)	Liability at 1/1/11		Amounts Accrued		Cash Paid			Other			Liability at 12/31/11		Amounts Accrued		Cash Paid			Other			Liability at 3/31/12
Severance	$	40	$	29	$	(40	)	$	(2	)	$	27	$	4	$	(20	)	$	6		$	17
Future rent under non-cancelable leases and other costs	171		22		(42		)	3			154		—		(9		)	(3		)	142
Total	$	211	$	51	$	(82	)	$	1		$	181	$	4	$	(29	)	$	3		$	159

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.

	March 31, 2012				December 31, 2011
(In millions of dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	1,410	$	1,410	$	2,113	$	2,113
Long-term investments	$	61	$	61	$	58	$	58
Short-term debt	$	259	$	267	$	260	$	261
Long-term debt	$	2,664	$	2,954	$	2,668	$	2,958

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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 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 $42 million and $37 million at March 31, 2012 and December 31, 2011, 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. These investments would be classified as Level 3 in the fair value hierarchy.

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 $0 million and $1 million at March 31, 2012 and December 31, 2011, respectively. In the three months ended March 31, 2012 and 2011, the Company recorded gross unrealized losses (pre-tax) of $0 million and $3 million, respectively, 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.

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. Short and long-term debt would be classified as Level 2 in the fair value hierarchy.

15.    Common Stock

At March 31, 2012, the Company remains authorized to repurchase additional shares of its common stock up to a value of $553 million. There is no time limit on this authorization. The Company did not repurchase any shares in the first quarter of 2012 and 2011.

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

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

Governmental Inquiries and Related Claims

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

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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 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 March 31, 2012, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from us under the guarantee.

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

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.

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

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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 2011 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.

Selected information about the Company’s operating segments for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31, (In millions of dollars)	Revenue				Operating Income (Loss)
2012 –
Risk and Insurance Services	$	1,747		(a)	$	417
Consulting	1,313			(b)	159
Total Operating Segments	3,060				576
Corporate / Eliminations	(9		)		(49		)
Total Consolidated	$	3,051			$	527
2011–
Risk and Insurance Services	$	1,634		(a)	$	383
Consulting	1,261			(b)	128
Total Operating Segments	2,895				511
Corporate / Eliminations	(11		)		(39		)
Total Consolidated	$	2,884			$	472

^(a)  Includes inter-segment revenue of $1 million in both 2012 and 2011, interest income on fiduciary funds of $11 million and $12 million in 2012 and 2011, respectively, and equity method income of $1 million and $2 million in 2012 and 2011, respectively.

^(b)  Includes inter-segment revenue of $8 million and $10 million in 2012 and 2011, respectively, and interest income on fiduciary funds of $1 million in both 2012 and 2011.

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Details of operating segment revenue for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31,
(In millions of dollars)	2012			2011
Risk and Insurance Services
Marsh	$	1,388		$	1,292
Guy Carpenter	359			342
Total Risk and Insurance Services	1,747			1,634
Consulting
Mercer	957			922
Oliver Wyman Group	356			339
Total Consulting	1,313			1,261
Total Operating Segments	3,060			2,895
Corporate/ Eliminations	(9		)	(11		)
Total	$	3,051		$	2,884

18.    New Accounting Pronouncements

In the first quarter of 2012, the Company adopted new accounting guidance related to the presentation of Comprehensive Income. The new guidance gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

On December 23, 2011, the FASB issued an update that indefinitely defers the provisions in this guidance related to the presentation of reclassification adjustments. Other than enhanced disclosure, adoption of this new guidance will not have a material affect on the Company's financial statements.

In January 2012, the Company adopted guidance issued by the FASB on accounting and disclosure requirements related to fair value measurements. The guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes, the sensitivity of the fair value to changes in unobservable inputs and the hierarchy classification, valuation techniques, and inputs for assets and liabilities whose fair value is only disclosed in the footnotes.

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.

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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 53,000 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 January 2012, Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and related ancillary operations and insurance broking operations in Botswana and Namibia. In March 2012 Marsh acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerages services to U.S. subsidiaries of Japanese companies.

In February 2012, Mercer acquired the remaining 49% of Yokogara-ORC, a global mobility firm based in Japan, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm. In March 2012 Mercer acquired REPCA, a France-based broking and advising firm for employer health and benefits plans.

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.

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Consolidated Results of Operations

For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Revenue	$	3,051	$	2,884
Expense:
Compensation and Benefits	1,796		1,721
Other Operating Expenses	728		691
Operating Expenses	2,524		2,412
Operating Income	527		472
Income from Continuing Operations	354		319
Discontinued Operations, net of tax	—		12
Net Income Before Non-Controlling Interest	354		331
Net Income Attributable to the Company	$	347	$	325
Income From Continuing Operations Per Share:
Basic	$	0.64	$	0.57
Diluted	$	0.63	$	0.56
Net Income Per Share Attributable to the Company:
Basic	$	0.64	$	0.59
Diluted	$	0.63	$	0.58
Average Number of Shares Outstanding:
Basic	542		544
Diluted	551		552
Shares Outstanding at March 31,	546		548

The Company's consolidated operating income increased 12% to $527 million in the first quarter of 2012 compared with consolidated operating income of $472 million in the prior year reflecting increases of $34 million in Risk and Insurance Services and $31 million in Consulting partly offset by increases in corporate expense of $10 million.

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:

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For the Three Months Ended March 31,							% Change GAAP Revenue		Components of Revenue Change*
									Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2012			2011
Risk and Insurance Services
Marsh	$	1,379		$	1,282		8	%	(1	)%	2	%	7	%
Guy Carpenter	357			340			5	%	(1	)%	(1	)%	7	%
Subtotal	1,736			1,622			7	%	(1	)%	1	%	7	%
Fiduciary Interest Income	11			12
Total Risk and Insurance Services	1,747			1,634			7	%	(1	)%	1	%	7	%
Consulting
Mercer	957			922			4	%	(1	)%	1	%	4	%
Oliver Wyman Group	356			339			5	%	(1	)%	—		6	%
Total Consulting	1,313			1,261			4	%	(1	)%	—		4	%
Corporate/Eliminations	(9		)	(11		)
Total Revenue	$	3,051		$	2,884		6	%	(1	)%	1	%	6	%

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

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

For the Three Months Ended March 31,					% Change GAAP Revenue		Components of Revenue Change*
							Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2012		2011
Marsh:
EMEA	$	577	$	551	5	%	(4	)%	3	%	5	%
Asia Pacific	142		125		14	%	3	%	1	%	10	%
Latin America	74		61		22	%	4	%	—		18	%
Total International	793		737		8	%	(2	)%	3	%	7	%
U.S. / Canada	586		545		7	%	—		1	%	6	%
Total Marsh	$	1,379	$	1,282	8	%	(1	)%	2	%	7	%
Mercer:
Retirement	$	278	$	281	(1	)%	(2	)%	1	%	—
Health and Benefits	253		237		7	%	(1	)%	1	%	6	%
Talent, Rewards & Communications	125		117		7	%	(1	)%	3	%	5	%
Outsourcing	177		176		0	%	1	%	(5	)%	4	%
Investments	124		111		12	%	—		4	%	7	%
Total Mercer	$	957	$	922	4	%	(1	)%	1	%	4	%

Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items such as: acquisitions, dispositions and transfers among businesses.
*	Components of revenue change may not add due to rounding.

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Revenue

Consolidated revenue for the first quarter of 2012 was $3.1 billion, an increase of 6% on both a reported and underlying basis from the first quarter of 2011.

Revenue in the Risk and Insurance Services segment for the first quarter of 2012 was $1.7 billion, an increase of

7% from the same period last year, on both a reported and underlying basis. Marsh experienced

revenue growth in all geographies, 5% in EMEA, 6% in U.S / Canada, and particularly strong underlying revenue growth of 18% in Latin America and 10% in Asia Pacific. Guy Carpenter's revenue increased 5% on a reported basis and 7% on an underlying basis. Consulting revenue increased 4% to $1.3 billion, resulting from increases of 4% in Mercer and 5% in Oliver Wyman. On an underlying basis, Consulting revenue increased 4% reflecting increases of 4% in Mercer and 6% in Oliver Wyman.

Operating Expense

Consolidated operating expense in the first quarter of 2012 increased 5% from the same period in 2011. This reflects increases of 4% in underlying expenses and 1% due to the impact of acquisitions, partly offset by a 1% decrease due to the impact of foreign exchange. The increase in underlying expenses primarily reflects higher incentive compensation and benefits costs and higher consulting costs.

Risk and Insurance Services

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

For the Three Months Ended March 31,
(In millions of dollars)	2012			2011
Revenue	$	1,747		$	1,634
Compensation and Benefits	902			864
Other Expenses	428			387
Expense	1,330			1,251
Operating Income	$	417		$	383
Operating Income Margin	23.9		%	23.4		%

Revenue

Revenue in the Risk and Insurance Services segment in the first quarter of 2012 was $1.7 billion, an increase of 7% on a reported and underlying basis compared with the same period in 2011.

In Marsh, revenue in the first quarter of 2012 was $1.4 billion, an increase of8% compared with the same quarter of the prior year resulting from an increase of 7% in underlying revenue and 2% from acquisitions partly offset by a 1% decrease due to the impact of foreign currency translation. The underlying revenue growth was across all major geographic markets with particularly strong growth in Latin America and Asia Pacific. Underlying revenue increased 6% in the U.S. / Canada, 18% in Latin America, 10% in Asia Pacific and 5% in EMEA. The increase in underlying revenue was driven by both higher client retention rates and new business development.

Guy Carpenter's revenue increased 5% to $357 million in the first quarter of 2012 compared with the same period in 2011, or 7% on an underlying basis, led by its international operations.

Expense

Expenses in the Risk and Insurance Services segment increased 6% in the first quarter of 2012, compared with the same period in the prior year, reflecting a 2% increase from acquisitions and a 5% increase in underlying expenses, partly offset by a 1% decrease related to the impact of foreign currency. The increase in underlying expenses is primarily due to higher base salaries and incentive compensation costs and change in the accrual for contingent acquisition consideration.

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Consulting

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

For the Three Months Ended March 31,
(In millions of dollars)	2012			2011
Revenue	$	1,313		$	1,261
Compensation and Benefits	807			794
Other Expenses	347			339
Expense	1,154			1,133
Operating Income	$	159		$	128
Operating Income Margin	12.1		%	10.2		%

Revenue

Consulting revenue in the first quarter of 2012 increased 4% on both a reported and underlying basis compared with the same period in 2011. Mercer's revenue was $957 million in the first quarter of 2012, an increase of 4% on both a reported and underlying basis as compared to the same period in 2011 with particularly strong growth in Latin America, Asia Pacific and Canada. On an underlying basis, revenue increased 6% in health and benefits and 5% in talent, rewards and communications. Underlying revenue in retirement was flat compared to prior year. Outsourcing revenue increased 4% on an underlying basisand investment revenue increased 7% on an underlying basis. Oliver Wyman's revenue increased 5% to $356 million in the first quarter of 2012, or 6% on an underlying basis, driven by growth in its financial services, consumer and health & life sciences sectors.

Expense

Consulting expenses increased 2% on a reported and underlying basis in the first quarter of 2012 compared with the same period in 2011. The increase in underlying expenses is primarily due to higher incentive compensation costs.

Corporate and Other

The following results of Corporate and Other includes the run-off of the Corporate Advisory and Restructuring ("CARG") operations:

For the Three Months Ended March 31,
(In millions of dollars)	2012			2011
Corporate and Other:
Corporate Advisory and Restructuring Operating Income	$	1		$	3
Corporate Expense	(50		)	(42		)
Total Corporate and Other	$	(49	)	$	(39	)

Corporate expenses in the first quarter of 2012 were $50 million compared with $42 million in the prior year. The increase is primarily due to accelerated amortization of equity awards for retirement eligible senior executives.

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

Interest

Interest income earned on corporate funds amounted to $6 million in the first quarter of 2012 compared with $7 million in the first quarter of 2011. Interest expense decreased $5 million in 2012 compared with the prior period of 2011. The decrease is due to the early extinguishment of a portion of the Company's outstanding notes during the third quarter of 2011, 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. These decreases are partly offset by interest on new senior notes issued during the third quarter of 2011 and first quarter of 2012.

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Investment Income

The Company recorded investment gains of $20 million in the first quarter of 2012, an increase of $1 million from the prior year. These gains are primarily due to mark-to-market increases on private equity investments.

Income Taxes

The Company's effective tax rate in the first quarter of 2012 was 30.2%. The rate reflects non-U.S. earnings subject to tax at rates below the U.S. statutory rate, including the effect of repatriation. The 28.6% effective tax rate for the first quarter of 2011 includes a benefit from the effective settlement of the IRS audit for 2006 to 2008. Excluding this benefit, the effective tax rate for the first quarter of 2011 was 31.6%.

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. In recent years, most of the Company's profits were earned outside the U.S. In 2012 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-tax income, with estimated effective rates in those countries of 25%, 28%, 30% 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 U.S. tax reform, 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.

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 increased from $143 million at December 31, 2011 to $144 million at March 31, 2012. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $60 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

Dispositions

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

For the Three Months Ended March 31,
(In millions of dollars, except per share figures)	2012		2011
Disposals of discontinued operations	$	—	$	—
Income tax (credit) expense	—		(12		)
Disposals of discontinued operations, net of tax	—		12
Discontinued operations, net of tax	$	—	$	12
Discontinued operations, net of tax per share
– Basic	—		$	0.02
– Diluted	—		$	0.02

Discontinued operations for the three months ended March 31, 2011 primarily relates to a tax recovery under the indemnity related to the Putnam sale.

Liquidity and Capital Resources

The Company is organized as a holding company, a legal entity separate and distinct from its operating subsidiaries. As a holding company without significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to meet its obligations for paying principal and interest on outstanding debt obligations, for paying dividends to stockholders and for corporate expenses. Other sources of

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liquidity include borrowing facilities discussed below in financing cash flows.

The Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the United States. Funds from the Company’s operating subsidiaries located outside of the United States are regularly repatriated to the United States out of annual earnings. At December 31, 2011, the Company had approximately $1.5 billion of cash and cash equivalents in its foreign operations of which all but approximately $82 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 2012 earnings that the Company expects to repatriate and the portion that will be permanently reinvested will be finalized later in the year as the amount of non-U.S. earnings and the Company’s cash requirements become more certain. While management does not foresee a need to repatriate the funds which are currently deemed permanently invested, if facts or circumstances change management could elect to repatriate them, if necessary, which could result in higher effective tax rates in the future.

Cash on our consolidated balance sheets includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown separately in the consolidated balance sheets as an offset to fiduciary liabilities. Fiduciary funds cannot be used for general corporate purposes, and should not be considered as a source of liquidity for the Company.

Operating Cash Flows

The Company used $503 million of cash from operations for the three months ended March 31, 2012, compared with $376 million used by operations for the same period in 2011. 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's cash flow from operations is typically negative in the first quarter of each year resulting from payment of accrued incentive compensation.

During the first quarter of 2012, the Company made $200 million of discretionary pension contributions, $100 million each to its U.S. and U.K. plans.

Financing Cash Flows

Net cash used for financing activities was $145 million for the period ended March 31, 2012 compared with $128 million net cash used for the same period in 2011.

During the first quarter of 2012, the Company repaid its 6.25% fixed rate $250 million senior notes that matured. The Company used proceeds from the issuance of 2.3% five-year $250 million senior notes in the first quarter to fund the maturing notes.

The Company paid dividends on its common shares of $121 million ($0.22 per share) during the first three months of 2012, as compared with $117 million ($0.21 per share) during the first three months of 2011.

On October 13, 2011, the Company and certain of its foreign subsidiaries entered into a $1.0 billion multi-currency five-year unsecured revolving credit facility, which replaced the $1.0 billion facility that was previously in place. The interest rate on this facility is based on Libor plus a fixed margin which varies with the Company's credit ratings. The facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under the prior facility at March 31, 2012.

In the first quarter of 2012, the Company paid $13 million of contingent payments related to acquisitions made in prior periods. 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 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 Standard & Poor's.

Investing Cash Flows

Cash used for investing activities amounted to $116million in the first three months of 2012, compared with $168million used during the same period in 2011.

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The Company made six acquisitions in the first quarter of 2012. Cash used for these acquisitions, net of cash acquired was $53 million. In addition, in the first quarter of 2012, the Company paid $7 million of deferred purchase consideration related to acquisitions made in prior years. Remaining deferred cash payments of approximately $70 million and estimated future contingent consideration payments of $114 million for acquisitions completed in the first three months of 2012 and in prior years are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at March 31, 2012.

The Company madefouracquisitions in the first three months of 2011. Cash used for these acquisitions, net of cash acquired, was approximately $90 million. In addition, in the first quarter of 2011, the Company paid $14 million of deferred purchase and contingent consideration related to acquisitions made in prior years.

The Company's additions to fixed assets and capitalized software, which amounted to $51 million in the first three months of 2012 compared with $67 million in the first three months of 2011, primarily related to computer equipment purchases, the refurbishing and modernizing of office facilities and software development costs.

The Company has commitments for potential future investments of approximately $80 million in connection with its investments in Trident II and other funds managed by Stone Point Capital, LLC ("Stone Point"), and approximately $60 million in two private equity funds that invest primarily in financial services companies managed by companies unrelated to Stone Point. 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. No significant future capital calls related to Trident ll are expected.

Commitments and Obligations

The Company’s contractual obligations of the types identified in the table below were of the following amounts as of March 31, 2012 (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	$	259	$	259	$   —		$      —		$      —
Long-term debt	2,671		—		340		752		1,579
Interest on long-term debt	1,220		163		296		227		534
Net operating leases	2,293		353		575		423		942
Service agreements	325		91		102		79		53
Other long-term obligations	198		72		125		1		—
Total	$	6,966	$	938	$	1,438	$	1,482	$	3,108

The above does not include unrecognized tax benefits of $144 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 $10 million that may become payable within one year. The above does not include liabilities established under ASC Topic No. 460 as the Company is unable to reasonably predict the timing of settlement of these liabilities. The above does not include pension liabilities of $1.3 billion because the timing and amount of ultimate payment of such liability is dependent upon future events, including, but not limited to, future returns on plan assets, and changes in the discount rate used to measure the liabilities.

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.

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Interest Rate Risk and Credit Risk

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

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

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

(In millions of dollars)	March 31, 2012
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits	$	1,410
Fiduciary cash and investments	$	4,284

Based on the above balances, if short-term interest rates increased or decreased by 10%, or 12 basis points, over the course of the remainder of the year, annual interest income, including interest earned on fiduciary funds, would increase or decrease by approximately $3 million.

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

Foreign Currency Risk

The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 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 $50 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, as well as two private equity funds managed by companies unrelated to Stone Point Capital that invests primarily in financial services companies. Publicly traded investments of $19 million are classified as available for sale. Non-publicly traded investments of $42 million are accounted for using the cost method and $129 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.

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Other

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

- 36-

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.

The Company and its subsidiaries face a number of risks and uncertainties. In addition to the other information in this report and our other filings with the SEC, readers should consider carefully the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011. 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

The Company did not repurchase any shares of its common stock during the first quarter of 2012. In August 2011, Board of Directors of the Company authorized the share repurchase of up to a dollar value of $500 million of the Company's common stock. This was in addition to a September 2010 authorization by the Company's Board of Directors to repurchase shares of the Company's common stock up to a dollar value of $500 million. Pursuant to these combined authorizations, the Company remains authorized to repurchase shares of its common stock up to a dollar value of approximately $553 million. There is no time limit on these authorizations.

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
Jan 1 - 31, 2012	__	__	__	$	553,488,567
Feb 1 - 29, 2012	__	__	__	$	553,488,567
Mar 1 - 31, 2012	__	__	__	$	553,488,567
Total Q1 2012	—	__	—	$	553,488,567

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Item 3.         Defaults Upon Senior Securities.

None.

Item 4.         Mine Safety Disclosure.

Not Applicable.

Item 5.         Other Information.

In June 2011, the Financial Accounting Standards Board issued guidance on the presentation of comprehensive income in financial statements. Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements. We adopted this standard as of January 2, 2012, and will present net income and other comprehensive income in two separate statements in our annual and quarterly financial statements. The table below reflects the retrospective application of this guidance for each of the three years ended December 31, 2011, 2010 and 2009. The retrospective application did not have a material impact on our financial condition or results of operations.

MARSH & McLENNAN COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 31,
(In millions of dollars)	2011			2010			2009
Net income before non-controlling interests	$	1,015		$	871		$	241
Other Comprehensive Income (loss), before tax:
Foreign currency translation adjustments	(100		)	(34		)	400
Unrealized investment loss	(9		)	(11		)	(3		)
Losses related to pension/post-retirement plans	(1,114		)	(146		)	(589		)
Other comprehensive loss, before tax	(1,223		)	(191		)	(192		)
Income tax credit on other comprehensive income	335			62			119
Other comprehensive loss, net of tax	(888		)	(129		)	(73		)
Comprehensive income	127			742			168
Less: Comprehensive income attributable to non-controlling interests	(22		)	(16		)	(14		)
Comprehensive income attributable to the Company	$	105		$	726		$	154

Item 6.         Exhibits.

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

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SIGNATURES

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

Date:	May 8, 2012	/s/ J. Michael Bischoff
		J. Michael Bischoff
		Chief Financial Officer
Date:	May 8, 2012	/s/ Robert J. Rapport
		Robert J. Rapport
		Senior Vice President & Controller
		(Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Exhibit Name
10.1	Form of 2012 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
10.2	Form of Deferred Stock Unit Award, dated as of February 24, 2012, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
10.3	Letter Agreement, effective as of April 20, 2011, between Marsh & McLennan Companies, Inc. and Peter Zaffino
10.4	Letter Agreement, effective as of April 20, 2011, between Marsh & McLennan Companies, Inc. and Alexander Moczarski
12.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certifications
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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EX-10.1

Exhibit 10.2

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

OF

DEFERRED STOCK UNIT AWARDS

GRANTED ON [DATE]

TABLE OF CONTENTS

PAGE

I. BACKGROUND    1

II. AWARDS    1

A. General    1

1. Award Acceptance    1

2. Rights of Award Holders    1

3. Restrictive Covenants Agreement    1

B. Stock Units    1

1. General    1

2. Vesting    2

3. Dividend Equivalents – Accrual and Vesting    2

4. Delivery    2

C. Satisfaction of Tax Obligations    2

1. Personal Tax Advisor    2

2. U.S. Employees    2

3. Non-U.S. Employees    3

a. Stock Units    3

b. Withholding    3

III. EMPLOYMENT EVENTS    3

A. Death    3

B. Permanent Disability    3

C. Termination by the Company Other Than for Cause    3

1. General    3

2. Important Notes    3

a. Sale of Business Unit    3

b. Constructive Discharge    3

D. All Other Terminations    4

E. Date of Termination of Employment    4

F. Conditions to Vesting of Award Prior to the Scheduled Vesting Date    4

1. Restrictive Covenants Agreement    4

2. Waiver and Release and Restrictive Covenants Agreement    4

G. Determination of Pro-Rata Vesting upon Termination of Employment    5

H. Section 409A of the Code    5

IV. CHANGE IN CONTROL PROVISIONS    6

V. DEFINITIONS    6

VI. ADDITIONAL PROVISIONS    8

A. Additional Provisions – General    8

1. Administrative Rules    8

2. Amendment    8

3. Limitations    8

4. Cancellation or Clawback of Awards    8

5. Choice of Forum    9

6. Severability; Captions    9

B. Additional Provisions – Outside of the United States    9

1. Changes to Delivery    9

2. Amendment and Modification    9

VII. QUESTIONS AND ADDITIONAL INFORMATION10

I. BACKGROUND

An award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.1. The type of Award, the number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award are specified in materials provided to you by Global & Executive Compensation (“Grant Documentation”). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”). For employees outside the United States, the awards are subject to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE] also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable), and the Plan will be referred to herein as the “Award Documentation.” As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

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

II. AWARDS

A. General.

1. Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified in the Grant Documentation, of these Terms and Conditions, the Country-Specific Notices (if applicable) and a Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified in the Grant Documentation, then the Award will be cancelled as of the grant date of the Award.

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

3. Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement in a form determined by Marsh & McLennan Companies (“Restrictive Covenants Agreement”) must be in place in order to accept the Award and you must execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III. Failure to timely execute the Restrictive Covenants Agreement by the date specified in the Grant Documentation or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.F.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award.

B. Stock Units.

1. General. A deferred stock unit (“Stock Unit”) represents an unfunded and unsecured

1

promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.

2. Vesting. Subject to your continued employment, [PERCENTAGE] of the Stock Units will vest on the 15th of the month in which [VESTING DATE(S)] of the grant date of the Award occurs. The date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is the “Scheduled Vesting Date.” In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.D.) prior to the Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.E.

3. Dividend Equivalents – Accrual and Vesting. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “Dividend Equivalent”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited.

4. Delivery.

a. Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 60 days after vesting.

b. The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 60 days after vesting.

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

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

C. Satisfaction of Tax Obligations.

1. Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.

2. U.S. Employees. Applicable employment taxes are required by law to be withheld when a Stock Unit or Dividend Equivalent vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole

2

shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.

3. Non-U.S. Employees.

a. Stock Units. In most countries, the value of a Stock Unit is generally not taxable on the grant date. If the value of the Stock Unit is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or upon delivery of cash in respect of a Dividend Equivalent.

b. Withholding. Marsh & McLennan Companies and/or your local employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your 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 whole shares of Common Stock distributable in respect of the Award for this purpose.

III. EMPLOYMENT EVENTS

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

B. Permanent Disability. Upon the occurrence of your Permanent Disability, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.1.

C. Termination by the Company Other Than for Cause.

1. General. Except as otherwise provided in Section IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause (as defined in Section V.A.), the unvested Stock Units will vest at such termination of employment on a pro-rata basis as described in Section III.G. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.2.

2. Important Notes.

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

b. Constructive Discharge. The Award will not vest, whether on a pro-rata or full

3

basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.

D. All Other Terminations. For all other terminations of employment not described in Sections III.A. through C. or Section IV. (including, but not limited to, a termination by the Company for Cause or a resignation by you of your employment with the Company), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.E.

E. Date of Termination of Employment.

1. If Section III.E.2. does not apply to you, then for purposes of determining vesting under Section II.B.2. and the number of unvested Stock Units that vest on a pro-rata basis as described in Section III.G., your employment will be treated as having terminated on your last day of employment with the Company.

2. If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.D., your employment will be treated as having terminated for purposes of determining vesting under Section II.B.2. on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Section II.B.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company.

F. Conditions to Vesting of Award Prior to the Scheduled Vesting Date.

1. Restrictive Covenants Agreement. In the event of the occurrence of your Permanent Disability as described in Section III.B., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B., or (b) comply with the Restrictive Covenants Agreement, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

2. Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.C., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver

4

and release agreement or the Restrictive Covenants Agreement, as applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

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

The number of Stock Units that vests on a pro-rata basis upon your termination of employment will be determined using the following formula:

where

A =     the number of Stock Units covered by the Award;

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

C =    the number of days in the period beginning on the grant date of the Award and ending on the Scheduled Vesting Date; and

D =    the number of Stock Units that have previously vested.

H. Section 409A of the Code.

1. Notwithstanding any other provision herein, the 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 Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%.

2. Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to 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 average 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

5

absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies long-term disability benefits will be ignored.

3. Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code) no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code shall be distributed until the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.

4. Nothing in this Section III.H. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code.

IV. CHANGE IN CONTROL PROVISIONS

A. Upon the occurrence of a “Change in Control”, as defined in the Plan, the Award will continue to vest in accordance with the vesting schedule specified in Section II.B.2. and subject to earlier vesting or forfeiture pursuant to Section III., provided that the Award will become fully vested at your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in Section V.C.), during the 24-month period following such Change in Control and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section IV.B. Notwithstanding the foregoing, if the Award is not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Award will fully vest immediately prior to the Change in Control and will be distributed as described in Section II.B.4.

B. As a condition to vesting of any unvested portion of the Award, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, if applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

V. DEFINITIONS

As used in these Terms and Conditions:

A. “Cause” shall mean:

1. willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

2. willful violation of any written Company policies including but not limited to, the Marsh & McLennan Companies code of business conduct and ethics;

3. commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony

6

or crime involving moral turpitude;

4. unlawful use (including being under the influence) or possession of illegal drugs;

5. any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or

6. any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

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

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

1. a material reduction in your base salary;

2. material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

3. material diminution of your duties, responsibilities or authority; or

4. a relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control;

provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

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

E. Additional Definitions.

The terms below are defined on the following pages:

Award    1

Award Documentation    1

Change in Control    6

Committee    5

Common Stock    1

Country-Specific Notices    1

Dividend Equivalent    2

Employing Company    3

7

Grant Documentation    1

Marsh & McLennan Companies    1

Plan    1

Restrictive Covenants Agreement    1

Scheduled Vesting Date    2

Section 409A of the Code    5

Stock Unit    1

Terms and Conditions    1

VI. ADDITIONAL PROVISIONS

A. Additional Provisions—General

1. Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation and Grant Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

2. Amendment. The Committee may, in its sole discretion, amend the terms of the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.

3. Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.

4. Cancellation or Clawback of Awards.

a. Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation or Grant Documentation, cancel, reduce or require reimbursement of the Award.

b. If (i) Section III.E.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.D. and such termination of employment occurs within 60 days following the Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on the Scheduled Vesting Date pursuant to Section II.B.4. and (iv) the date of your termination of employment as determined pursuant to Section III.E.2. is before the Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following the Scheduled Vesting Date.

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c. If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.

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

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

B. Additional Provisions—Outside of the United States

1. Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award.

2. Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

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VII. QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or Grant Documentation or if you would like an account statement detailing the number of shares of Common Stock covered by the Award and the vesting date(s) of the Award, or any other information, please contact:

Global & Executive Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, NY 10036‑2774

United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

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

Marsh & McLennan Companies, Inc.

Attention: Global & Executive Compensation

1166 Avenue of the Americas

New York, New York 10036-2774

United States of America

Telephone: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

/s/ Leon Lichter        

Leon Lichter

_____________________________

Participant’s Signature

_______________________________

Participant’s Name     

(printed)

_______________________________

Participant’s Employee ID#

_______________________________

Date

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EX-10.2

Exhibit 10.1

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

OF

RESTRICTED STOCK UNITS, PERFORMANCE

STOCK UNITS AND STOCK OPTIONS

GRANTED ON [DATE]

TABLE OF CONTENTS

PAGE

I. BACKGROUND    1

II. AWARDS    1

A. General.    1

1. Grant of Award and Award Types    1

2. Award Acceptance    1

3. Rights of Award Holders    1

4. Restrictive Covenants Agreement    1

B. Stock Units.    2

1. General    2

2. Vesting    2

3. Dividend Equivalents    2

4. Delivery    2

C. Performance Stock Units.    3

1. General    3

2. Vesting    3

3. Dividend Equivalents    3

4. Delivery.    3

D. Options.    4

1. General    4

2. Vesting    4

3. Term    4

4. Exercisability    4

5. Method of Exercise of an Option    4

E. Satisfaction of Tax Obligations    5

1. Personal Tax Advisor    5

2. U.S. Employees    5

3. Non-U.S. Employees    5

II. EMPLOYMENT EVENTS    6

A. Death.    6

1. Stock Units    6

2. Performance Stock Units    6

3. Options    6

B. Permanent Disability    6

1. Stock Units    6

2. Performance Stock Units    6

3. Options    6

C. Termination by You Outside of the European Union – Age and Service Pro-Rata Vesting    7

1. Stock Units    7

2. Performance Stock Units    7

3. Options    7

D. Termination by You Outside of the European Union – Age and Service Full Vesting.    7

1. Stock Units    7

2. Performance Stock Units    7

3. Options    7

E. Termination by You Within the European Union – Retirement Treatment    8

1. Stock Units    8

2. Performance Stock Units    8

3. Options    8

F. Termination by the Company Other Than for Cause    8

1. Stock Units    8

2. Performance Stock Units    9

3. Options    9

4. Important Notes    10

G. All Other Terminations.    10

H. Date of Termination of Employment    10

I. Conditions to Vesting of Award Prior to a Scheduled Vesting Date or the PSU

Scheduled Vesting Date and Exercisability of Options Following Termination    11

1. Restrictive Covenants Agreement    11

2. Waiver and Release and Restrictive Covenants Agreement    11

J. Determination of Pro-Rata Vesting upon Termination of Employment.    11

K. Distribution in Respect of Performance Stock Units    12

1. Distribution Following Death, Permanent Disability, Termination by the

Company Other Than for Cause, Certain Terminations Following a Change in

Control or In Connection With a Change in Control, Whether or Not You Satisfy

the Age and Service Criteria for Pro-Rata Vesting or Full Vesting or You Are

Determined to Be Eligible for Retirement Treatment    12

2. Termination of Employment by You On or After Satisfaction of the Age

and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria

for Full Vesting or You Are Determined to Be Eligible for Retirement Treatment    12    

L. Section 409A of the Code    13

IV. CHANGE IN CONTROL PROVISIONS    14

A. Treatment of Awards    14

1. Stock Units    14

2. Performance Stock Units    15

3. Options    15

V. DEFINITIONS    15

VI. ADDITIONAL PROVISIONS    17

A. Additional Provisions—General    17

1. Administrative Rules    17

2. Amendment    17

3. Limitations    17

4. Cancellation or Clawback of Awards    18

5. Choice of Forum    18

6. Severability; Captions    18

B. Additional Provisions—Outside of the United States    18

1. Changes to Delivery    18

2. Amendment and Modification     19

VII. QUESTIONS AND ADDITIONAL INFORMATION    19

I.BACKGROUND

An award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.2. The Award types, the number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award are specified in materials provided to you by Global & Executive Compensation (“Grant Documentation”). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”). For employees outside the United States, the awards are subject to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable) and the Plan will be referred to herein as the “Award Documentation”. As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

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

II.        AWARDS

A. General.

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

2. Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified in the Grant Documentation, of these Terms and Conditions, the Country-Specific Notices (if applicable) and Restrictive Covenants Agreement as described in Section II.A.4. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified in the Grant Documentation, then the Award will be cancelled as of the grant date of the Award.

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

4. Restrictive Covenants Agreement. As described in Section II.A.2., a Restrictive Covenants Agreement in a form determined by Marsh & McLennan Companies (“Restrictive Covenants Agreement”) must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the

1

Restrictive Covenants Agreement in order to exercise an Option whether or not you are employed by the Company (as defined in Section V.D.) at that time. Failure to timely execute the Restrictive Covenants Agreement by the date specified in the Grant Documentation or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.I.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award.

B. Stock Units.

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

2. Vesting. Subject to your continued employment, 33-1/3% of the Stock Units will vest on [DATE] of [YEAR], [YEAR] and [YEAR]. Each date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is a “Scheduled Vesting Date.” In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.G.) prior to a Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.H.

3. Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “Dividend Equivalent”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited.

4. Delivery.

a. Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 60 days after vesting.

b. The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 60 days after vesting.

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

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

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C. Performance Stock Units.

1. General. A performance stock unit (“PSU”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, a minimum of zero (0) and up to a maximum of two (2) shares of Common Stock after vesting, depending on the achievement, as determined by the Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”), of the financial performance objectives established by the Committee for the Performance Period (as defined in Section V.F.). In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date (defined below), the number of shares of Common Stock deliverable in respect of a PSU shall be determined as provided in Section III. below.

2. Vesting. Subject to your continued employment, the PSUs are scheduled to vest on [DATE] (the “PSU Scheduled Vesting Date”). In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date, your right to the PSUs, and the number of shares of Common Stock delivered in respect of each PSU, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of this Section II.C.2. will be determined in accordance with Section III.H.

3. Dividend Equivalents. Dividend Equivalents (if any) will be paid for each share of Common Stock that is determined under Section II.C.1. to be delivered in respect of a vested PSU. Dividend Equivalents will be calculated as if such share that is to be delivered in respect of a vested PSU was outstanding as of each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding. Dividend Equivalents will vest when the PSUs, in respect of which such Dividend Equivalents were calculated, vest. Dividend Equivalents will not be paid on PSUs that do not vest or are cancelled or forfeited.

4. Delivery.

a. Shares of Common Stock deliverable in respect of the PSUs covered by the Award that vest on the PSU Scheduled Vesting Date shall be delivered to you as soon as practicable after vesting, and in no event later than 60 days after vesting. In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date, shares of Common Stock in respect of the PSUs covered by the Award that vest on your termination of employment or occurrence of your Permanent Disability shall be distributed to you as provided in Section III.

b. The value of vested Dividend Equivalents that vest on the PSU Scheduled Vesting Date will be delivered to you in cash as soon as practicable after vesting, and in no event later than 60 days after vesting. In the event of your termination of employment or occurrence of your Permanent Disability prior to the PSU Scheduled Vesting Date, vested Dividend Equivalents shall be distributed to you as provided for PSUs in Section III.

c. The delivery of shares of Common Stock and/or cash or other property that may be

3

deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.E.

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

D. Options.

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

2. Vesting. Subject to your continued employment, 25% of the Option Shares covered by the Option will vest on each of the first four anniversaries of the grant date of the Award. Each date on which an Option Share covered by the Option is scheduled to vest is a “Scheduled Vesting Date.” In the event of your termination of employment or occurrence of your Permanent Disability prior to a Scheduled Vesting Date, your right to any Option Shares covered by the Option that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of this Section II.D.2. will be determined in accordance with Section III.H.

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

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

5. Method of Exercise of an Option.

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

b. Payment of Exercise Price. Payment of the aggregate exercise price may be made with U.S. dollars or by tendering shares of Common Stock (including shares of

4

Common Stock acquired from a stock option exercise or a stock unit award vesting).

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

E. Satisfaction of Tax Obligations.

1. Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.

2. U.S. Employees.

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

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

3. Non-U.S. Employees.

a. Stock Units, Performance Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit, PSU or Dividend Equivalent is generally not taxable on the grant date. If the value of the Stock Unit, PSU or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit or PSU that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or PSU, or upon delivery of cash in respect of a Dividend Equivalent.

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

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c. Withholding. Marsh & McLennan Companies and/or your local employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your 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 whole shares of Common Stock distributable in respect of the Award for this purpose.

III.EMPLOYMENT EVENTS

A. Death.

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

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

3. Options. In the event your employment is terminated because of your death, the Option will fully vest with respect to any unvested Option Shares and will become exercisable at such termination of employment. The person or persons to whom your rights under the Option shall pass by will or the laws of descent and distribution shall be entitled to exercise such Option with respect to any Option Shares that vest (and any Option Shares that were already vested at the time of your death) within two years after the date of death, but in no event shall the Option be exercisable after the Option Expiration Date.

B. Permanent Disability.

1. Stock Units. Upon the occurrence of your Permanent Disability, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions described in Section III.I.1.

2. Performance Stock Units. Upon the occurrence of your Permanent Disability, the PSUs will fully vest and will be distributed as described in Section III.K.1., provided that you satisfy the conditions described in Section III.I.1.

3. Options. Upon the occurrence of your Permanent Disability, the Option will fully vest with respect to any unvested Option Shares and will become exercisable, provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time your Permanent Disability occurred) shall be exercisable for two years following the occurrence of your Permanent Disability, but in no event shall the Option be exercisable after the Option Expiration Date.

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C. Termination by You Outside of the European Union – Age and Service Pro-Rata Vesting. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting (as defined in Section V.B.) but do not satisfy the Age and Service Criteria for Full Vesting (as defined in Section V.A.) on or before you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed outside of the European Union, then this Section III.C. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.C.).

1. Stock Units. Upon such termination of employment, the unvested Stock Units will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions described in Section III.I.1.

2. Performance Stock Units. Upon such termination of employment, the PSUs will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section III.K.2., provided that you satisfy the conditions described in Section III.I.1.

3. Options. Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.

D. Termination by You Outside of the European Union – Age and Service Full Vesting. If you have satisfied the Age and Service Criteria for Full Vesting on or before you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed outside of the European Union, then this Section III.D. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause.

1. Stock Units. Upon such termination of employment, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions described in Section III.I.1.

2. Performance Stock Units. Upon such termination of employment, the PSUs will fully vest and will be distributed as described in Section III.K.2., provided that you satisfy the conditions described in Section III.I.1.

3. Options. Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time of your

7

termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.

E. Termination by You Within the European Union - Retirement Treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.H.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then this Section III.E. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause.

1. Stock Units. Upon the later to occur of such termination of employment or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, the unvested Stock Units will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions described in Section III.I.1.

2. Performance Stock Units. Upon the later to occur of such termination of employment or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, the PSUs will vest on a pro-rata basis as described in Section III.J. and will be distributed as described in Section III.K.2., provided that you satisfy the conditions described in Section III.I.1.

3. Options. Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions described in Section III.I.1. Provided that you satisfy the conditions described in Section III.I.1., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date. For the avoidance of doubt, if a Scheduled Vesting Date occurs following the date that you terminate your employment but prior to the date the Retirement Treatment Committee determines that you are eligible for retirement treatment, the Options Shares that were scheduled to vest on such Scheduled Vesting Date will vest on the date you are determined by the Retirement Treatment Committee to be eligible for retirement treatment.

F. Termination by the Company Other Than for Cause.

1. Stock Units.

a. General. Except as otherwise provided in Sections III.F.1.b. and and IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, the unvested Stock Units will vest at such termination of employment on a pro-rata basis as described in Section III.J. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions described in Section III.I.2. For the avoidance of doubt, this Section III.F.1.a. shall apply regardless of whether you are determined by the Retirement Treatment

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Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria for Pro-Rata Vesting on or before your termination of employment by the Company.

b. Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, and on or before your termination of employment you satisfy the Age and Service Criteria for Full Vesting, the unvested Stock Units will fully vest at such termination of employment and will be distributed as described in Section II.B.4., provided that you satisfy the conditions described in Section III.I.2.

2. Performance Stock Units.

a. General. Except as otherwise provided in Sections III.F.2.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, the PSUs will vest at such termination of employment on a pro-rata basis as described in Section III.J. and will be distributed as described in Section III.K.1., provided that you satisfy the conditions described in Section III.I.2. For the avoidance of doubt, this Section III.F.2.a. shall apply regardless of whether you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria for Pro-Rata Vesting on or before your termination of employment by the Company.

b. Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Full Vesting, the PSUs will fully vest at such termination of employment and will be distributed as described in Section III.K.1., provided that you satisfy the conditions described in Section III.I.2.

3. Options.

a. General. Except as otherwise provided in Sections III.F.3.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, your rights, title and interest in and to any unvested Option Shares will be canceled upon such termination of employment. Provided that you satisfy the conditions described in Section III.I.2., any Option Shares that were vested at the time of your termination of employment shall be exercisable until the earlier of 90 days following your termination of employment and the Option Expiration Date.

b. Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Pro-Rata Vesting or Full Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of

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employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.D.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.D.4., provided that you satisfy the conditions described in Section III.I.2. Provided that you satisfy the conditions described in Section III.I.2(a)., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date. For the avoidance of doubt, if a Scheduled Vesting Date occurs following the date that your employment is terminated by the Company but prior to the date the Retirement Treatment Committee determines that you are eligible for retirement treatment, the Options Shares that were scheduled to vest on such Scheduled Vesting Date will vest on the date you are determined by the Retirement Treatment Committee to be eligible for retirement treatment.

4. Important Notes.

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

b. Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.

G. All Other Terminations. For all other terminations of employment not described in Sections III.A. through F. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Pro-Rata Vesting as described in Section III.C., your resignation without having satisfied the Age and Service Criteria for Full Vesting as described in Section III.D., or your resignation without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.E.), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.H.

H. Date of Termination of Employment.

1. If Section III.H.2. does not apply to you, then for purposes of determining vesting under Sections II.B.2., II.C.2. and II.D.2. and the number of unvested Stock Units or PSUs, as applicable, that vest on a pro-rata basis as described in III.J., your employment will be treated as having terminated on your last day of employment with the Company.

2. If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.G. your employment will be treated as having terminated for purposes of determining vesting under Sections II.B.2., II.C.2. and II.D.2. on the date that is 60 days prior to your last day of

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employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company without Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Sections II.B.2., II.C.2. and II.D.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company.

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

1. Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Sections III.C. and D. or (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.E., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability or your termination of employment as described in Sections III.B. through E. or (b) comply with the Restrictive Covenants Agreement, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

2. Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.F., you will be required to (a) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (b) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

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

The number of Stock Units or PSUs, as applicable, that vests on a pro-rata basis upon your termination of employment will be determined using the following formula:

where

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A =     the number of Stock Units or PSUs covered by the Award, as applicable;

B =    the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.H.1.;

C =    the number of days in the period beginning on the grant date of the Award and ending on the last Scheduled Vesting Date or the PSU Scheduled Vesting Date, as applicable; and

D =    the number of Stock Units or PSUs, as applicable, that have previously vested.

K. Distribution in Respect of Performance Stock Units.

1. Distribution Following Death, Permanent Disability, Termination by the Company Other Than for Cause, Certain Terminations Following a Change in Control or In Connection With a Change in Control, Whether or Not You Satisfy the Age and Service Criteria for Pro-Rata Vesting or Full Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event of (i) your termination of employment due to your death, (ii) the occurrence of your Permanent Disability, (iii) termination of your employment by the Company other than for Cause, (iv) termination of your employment by the Company other than for Cause or by you for Good Reason (as defined in Section V.E.) within 24 months following a Change in Control or (v) the non-assumption, conversion or replacement of the Award in connection with a Change in Control as described in Section III.A.2., III.B.2., III.F.2. or IV.A.2., you will receive, as soon as practicable after such termination of employment, occurrence of Permanent Disability or Change in Control, and in no event later than 60 days following such termination of employment, occurrence of Permanent Disability or Change in Control, the number of shares of Common Stock determined under Section II.C.1. in respect of the number of PSUs that vested in accordance with such termination of employment, occurrence of Permanent Disability or Change in Control, as applicable, provided that, (A) in the event your termination of employment, the occurrence of your Permanent Disability or Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted or (B) 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 or your Permanent Disability occurs following such Change in Control or the Award is not assumed, converted or replaced following the Change in Control, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests at your termination of employment, the occurrence of your Permanent Disability or Change in Control, as applicable.

2. Termination of Employment by You On or After Satisfaction of the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event you have satisfied the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting on or prior to the date you terminate your employment as described in Section III.C.2. or III.D.2 or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following the date you terminate your employment, as described in Section III.E.2., you will receive, as soon as practicable after the PSU Scheduled Vesting Date and in no event later than 60 days following the PSU Scheduled Vesting Date, the number of shares of Common Stock determined under Section II.C.1. in respect of the number of PSUs that vested in accordance with such termination of employment, provided that, in the event a Change in Control occurs on or

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prior to December 31 of the year in which the PSUs are granted and your termination of employment occurs following such Change in Control, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests upon your termination of employment.

L. Section 409A of the Code.

1. Notwithstanding any other provision herein, the 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 Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%.

2. Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to 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 average 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.

3. Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code), no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code shall be distributed until the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.

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4. Notwithstanding any provision herein, if (i) a Change in Control occurs on or prior to December 31 of the second year of the three-year Performance Period and (ii) no earlier than in the third year of the three-year Performance Period, (A) you satisfy the Age and Service Criteria for Pro-Rata Vesting, (B) you satisfy the Age and Service Criteria for Full Vesting or (C) you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment, then shares of Common Stock deliverable on the PSU Scheduled Vesting Date in respect of the PSUs covered by the Award shall be distributed to you as soon as practicable after that date, and in no event later than March 15 of that year.

5. Notwithstanding any other provision herein with respect to Stock Units,

a. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting at any time prior to [DATE] and you do not satisfy the Age and Service Criteria for Full Vesting at any time prior to [DATE] then for each Scheduled Vesting Date following the date that you satisfy the Age and Service Criteria for Pro-Rata Vesting, shares of Common Stock and/or cash pursuant to Section II.B.4. will be delivered by March 15 of the year in which the Scheduled Vesting Date occurs.

b. If you first satisfy the Age and Service Criteria for Full Vesting in calendar year [YEAR], then shares of Common Stock and/or cash pursuant to Section II.B.4. with respect to the [DATE] Scheduled Vesting Date will be delivered by [DATE].

6. Nothing in Section III.L. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code.

IV.CHANGE IN CONTROL PROVISIONS

A. Treatment of Awards. Upon the occurrence of a “Change in Control”, as defined in the Plan, the Award will continue to vest in accordance with the vesting schedule specified in Sections II.B.2, II.C.2 and II.D.2. and subject to earlier vesting or forfeiture pursuant to Section III., provided that the Award will become fully vested at your termination of employment by the Company other than for Cause, or by you for Good Reason, during the 24-month period following such Change in Control and will be treated as set forth below, provided that you satisfy the conditions described in Section IV.B. Notwithstanding the foregoing, if the Award is not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Award will fully vest immediately prior to the Change in Control and will be treated as set forth below.

1. Stock Units. Any Stock Units covered by the Award will be distributed as described in Section II.B.4.

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2. Performance Stock Units. Any PSUs covered by the Award will be distributed in accordance with Section III.K.1., provided that, if such Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted, you will receive one (1) share of Common Stock in respect of each PSU covered by the Award that vests.

3. Options. Any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of 90 days following your termination of employment or the occurrence of the Change in Control, as applicable, and the Option Expiration Date.

B. As a condition to vesting of any unvested portion of the Award, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, if applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

C. For the avoidance of doubt, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and, on or before the date of your termination of employment you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Sections III.C. and D., or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.E., any Stock Units, PSUs or Options covered by the Award will be treated as described in this Section IV., provided that you satisfy the conditions described in Section IV.B., provided further that any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.

V.DEFINITIONS

As used in these Terms and Conditions:

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

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

C. “Cause” shall mean:

1. willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

2. willful violation of any written Company policies including but not limited to, the Marsh & McLennan Companies code of business conduct and ethics;

3. commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or

15

crime involving moral turpitude;

4. unlawful use (including being under the influence) or possession of illegal drugs;

5. any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or

6. any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

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

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

1. a material reduction in your base salary;

2. material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

3. material diminution of your duties, responsibilities or authority; or

4. a relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control;

provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

F. “Performance Period” shall mean the period that begins on [DATE] and ends on [DATE], provided that in the event of a termination of your employment described in Section III.A.2. or III.F.2. or the occurrence of your Permanent Disability described in Section III.B.2. prior to a Change in Control, such period will end on December 31 of the year prior to such termination of employment or occurrence of your Permanent Disability for the PSUs covered by the Award, and provided further that in the event of a Change in Control, such period will end on December 31 of the year prior to the occurrence of such Change in Control.

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

H. “Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee.

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I. Additional Definitions.

The terms below are defined on the following pages

Award    1

Award Documentation    1

Change in Control    14

Committee    3

Common Stock    1

Country-Specific Notices    1

Dividend Equivalent    2

Employing Company    10

Exercise Notice    4

Grant Documentation    1

Marsh & McLennan Companies    1

Option    4

Option Expiration Date    4

Option Shares    4

Plan    1

PSU    3

PSU Scheduled Vesting Date    3

Restrictive Covenants Agreement    1

Scheduled Vesting Date    2, 4

Section 409A of the Code    13

Stock Unit    2

Terms and Conditions    1

VI. ADDITIONAL PROVISIONS

A. Additional Provisions—General

1. Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation and Grant Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

2. Amendment. The Committee may, in its sole discretion, amend the terms of the Award, provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.

3. Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.

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4. Cancellation or Clawback of Awards.

a. Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation or Grant Documentation, cancel, reduce or require reimbursement of the Award.

b. If (i) Section III.H.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.G. and such termination of employment occurs within 60 days following a Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on such Scheduled Vesting Date pursuant to Section II.B.4. or II.C.4. and (iv) the date of your termination of employment as determined pursuant to Section III.H.2. is before the Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following such Scheduled Vesting Date.

c. If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.

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

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

B. Additional Provisions—Outside of the United States

1. Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how the value of the Award will be delivered. Without

18

limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock, or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of exercise (for Options) or vesting after payment of applicable taxes and fees and any exercise price. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes, fees and any exercise price) to satisfy the Award.

2. Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII.    QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or Grant Documentation or if you would like an account statement detailing each type of equity-based award and the number of shares of Common Stock covered by such equity-based award that comprises the Award, and the exercise price, vesting date(s) and expiration date of such equity-based awards that comprise the Award, or any other information, please contact:

Global & Executive Compensation
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

19

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

Marsh & McLennan Companies, Inc.

Attention: Global & Executive Compensation

1166 Avenue of the Americas

New York, New York 10036-2774

United States of America

Telephone: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

/s/ Leon Lichter        

Leon Lichter

_____________________________

Participant’s Signature

_______________________________

Participant’s Name     

(printed)

_______________________________

Participant’s Employee ID#

_______________________________

Date

20

EX-10.3

EXHIBIT 10.3

[MMCo LETTERHEAD]

December 14, 2011

Peter Zaffino

[Address]

[City, State Zip Code]

Subject:    Terms of Employment

Dear Peter:

This letter agreement is intended to set forth the terms of your employment by Marsh Inc. (“Marsh”) as its President and Chief Executive Officer. This position currently reports to the Group President and Chief Operating Officer of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”, and together with its subsidiaries and affiliates, the “Company”). Your current principal work location is in New York, NY. The terms of this letter agreement are effective as of April 20, 2011.

Duties and Responsibilities

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

Compensation and Benefits

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

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

November 30, 2011

Alexander Moczarski

Page 2

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

c. Annual Bonus: You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company through the date of the bonus payment. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein (the “Release Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date.

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

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

e. Benefit Programs: You and your eligible family members will have the opportunity to participate in the employee benefit plans, policies and programs provided by the Company on such terms and conditions as are generally provided to similarly situated employees of the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and

November 30, 2011

Alexander Moczarski

Page 3

programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.

Termination of Employment

a. You have been designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that the reason for your termination of employment entitles you to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid.

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

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

November 30, 2011

Alexander Moczarski

Page 4

4. Restrictive Covenants

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

5. Code of Conduct & Ethics

As a condition of your continued employment by the Company, you must read, understand and abide by all applicable Marsh & McLennan Companies, Inc. compliance policies found on the March & McLennan Companies’ compliance website (www.compliance.mmc.com), as updated from time to time, including but not limited to The Marsh & McLennan Companies Code of Conduct, The Greater Good.  In addition, you understand that you must complete any and all additional compliance training that the Company determines is appropriate for your position during the course of your employment.

6. Credentialing

The Company supports continuing professional education. If you hold a professional license or certification, you acknowledge that you understand the obligations and the specific code of professional ethics associated with this license or certificate and agree to perform your duties in accordance with these standards. In addition, you acknowledge your responsibility to maintain any job-related licenses or certificates in accordance with the requirements issued by the applicable regulatory body or bodies. The Company agrees to reimburse you for the fees you incur during your employment with the Company in maintaining such licenses or certificates applicable to your position. You must submit your fees within 60 days after the date they are incurred. The Company will generally reimburse such fees within 60 days of the date they are submitted, but in no event will they be reimbursed later than December 31st of the year following the year in which the fee was incurred.

7. Miscellaneous

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

November 30, 2011

Alexander Moczarski

Page 5

Peter J. Beshar

Executive Vice President & General Counsel

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, NY 10036

Notices to or with respect to you will be directed to you, or in the event of your death, your executors, personal representatives or distributees, at your home address as set forth in the records of the Company.

b.    Assignment of this Agreement. This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Marsh & McLennan Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Marsh & McLennan Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of Marsh or the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to “Marsh” or the “Company” throughout this letter agreement shall mean Marsh or the Company as hereinbefore defined and any successor to its business and/or assets as applicable.

c.    Merger of Terms. Except as provided in Section 4 above, this letter agreement supersedes all prior discussions and agreements between you and the Company or any member of the Affiliated Group with respect to the subject matters covered herein..

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

e.    Governing Law; Amendments. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The captions of this letter agreement are not part of the provisions hereof and shall have no force or effect. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Marsh & McLennan Companies.

f.    Choice of Forum. The Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard

November 30, 2011

Alexander Moczarski

Page 6

and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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

h.    Section 409A. The provisions of this paragraph will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this paragraph, to the extent that any regulations or other guidance issued under Section 409A would result in your being subject to payment of taxes, interest or penalties under Section 409A, you and the Company agree to use our best efforts to amend this letter agreement in order to avoid or limit the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This paragraph does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement.

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

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

November 30, 2011

Alexander Moczarski

Page 7

Please acknowledge your agreement with the terms of this letter agreement by signing and dating the enclosed copy and returning it to me on or before December 21, 2011.

Sincerely,

/s/ Daniel S. Glaser                

Daniel S. Glaser

Group President and Chief Operating Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Peter Zaffino___                

(Signature)    

__________________

(Date)

November 30, 2011

Alexander Moczarski

Page 8

Exhibit A

Annual Base Salary	$900,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Anticipated target bonus of $1,800,000. Actual bonus may range from 0% - 200% of target, based on achievement of performance objectives related to your performance, Marsh’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
Annual Target Long-Term Incentive Opportunity	Long-term incentive awards are discretionary. Anticipated target grant-date value of 250% of base salary.

EX-10.4

EXHIBIT 10.4

[MMCo LETTERHEAD]

November 30, 2011                                    

Alexander Moczarski

[Address]

[City, State Zip Code]

Subject:    Terms of Employment

Dear Alex:

This letter agreement is intended to set forth the terms of your employment by Guy Carpenter & Company LLC (“Guy Carpenter”) as its President and Chief Executive Officer. This position currently reports to the Group President and Chief Operating Officer of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”, and together with its subsidiaries and affiliates, the “Company”). Your current principal work location is in New York, NY. The terms of this letter agreement are effective as of April 20, 2011.

1. Duties and Responsibilities

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

2. Compensation and Benefits

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

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

November 30, 2011

Alexander Moczarski

Page 2

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

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

c. Annual Bonus: You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company through the date of the bonus payment. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein (the “Release Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date.

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

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

November 30, 2011

Alexander Moczarski

Page 3

e. Benefit Programs: You and your eligible family members will have the opportunity to participate in the employee benefit plans, policies and programs provided by the Company on such terms and conditions as are generally provided to similarly situated employees of the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.

3. Termination of Employment

a. You will be designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that the reason for your termination of employment entitles you to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid.

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

c. During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if you are asked to participate in any Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse

November 30, 2011

Alexander Moczarski

Page 4

you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a taxable reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred.

4. Restrictive Covenants

You are subject to existing restrictions with respect to confidentiality, noncompetition or nonsolicitation under confidentiality, noncompetition, nonsolicitation, or other agreements. Such restrictions shall remain in full force and effect and, by your execution of this letter agreement, you hereby reaffirm and ratify such restrictions. Additionally, in consideration of your continued employment by the Guy Carpenter under the terms of this letter agreement, among other things, you agree to execute the attached Non-competition and Non-solicitation Agreement.

5. Code of Conduct & Ethics

As a condition of your continued employment by the Company, you must read, understand and abide by all applicable Marsh & McLennan Companies, Inc. compliance policies found on the March & McLennan Companies’ compliance website (www.compliance.mmc.com), as updated from time to time, including but not limited to The Marsh & McLennan Companies Code of Conduct, The Greater Good.  In addition, you understand that you must complete any and all additional compliance training that the Company determines is appropriate for your position during the course of your employment.

6. Credentialing

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

November 30, 2011

Alexander Moczarski

Page 5

within 60 days of the date they are submitted, but in no event will they be reimbursed later than December 31st of the year following the year in which the fee was incurred.

7. Miscellaneous

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

Peter J. Beshar

Executive Vice President & General Counsel

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, NY 10036

Notices to or with respect to you will be directed to you, or in the event of your death, your executors, personal representatives or distributees, at your home address as set forth in the records of the Company.

b.    Assignment of this Agreement. This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Marsh & McLennan Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Marsh & McLennan Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of Guy Carpenter or the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to “Guy Carpenter” or the “Company” throughout this letter agreement shall mean Guy Carpenter or the Company as hereinbefore defined and any successor to its business and/or assets as applicable.

c.     Merger of Terms. Except as provided in Section 4 above, this letter agreement supersedes all prior discussions and agreements between you and the Company or any member of the Affiliated Group with respect to the subject matters covered herein..

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

November 30, 2011

Alexander Moczarski

Page 6

e.     Governing Law; Amendments. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The captions of this letter agreement are not part of the provisions hereof and shall have no force or effect. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Marsh & McLennan Companies.

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

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

h.     Section 409A. The provisions of this paragraph will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this paragraph, to the extent that any regulations or other guidance issued under Section 409A would result in your being subject to payment of taxes, interest or penalties under Section 409A, you and the Company agree to use our best efforts to amend this letter agreement in order to avoid or limit the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This paragraph does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement.

Furthermore and notwithstanding any provision of this letter agreement to the contrary, to the extent necessary to avoid the imposition of taxes, interest and penalties on you under Section 409A, if at the time of the termination of your employment you are a “specified employee” (as defined in Section 409A), you will not be entitled to any payments upon termination of employment until the first day of the seventh month after the termination of

November 30, 2011

Alexander Moczarski

Page 7

employment and any such payments to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment.

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

Please acknowledge your agreement with the terms of this letter agreement by signing and dating the enclosed copy and returning it to me on or before December 15, 2011.

Sincerely,

/s/ Daniel S. Glaser____________________

Daniel S. Glaser

Group President and Chief Operating Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Alexander Moczarski_________________

(Signature)                

___________________

(Date)

November 30, 2011

Alexander Moczarski

Page 8

Exhibit A

Annual Base Salary	$800,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Anticipated target bonus of $1,300,000. Actual bonus may range from 0% - 200% of target, based on achievement of performance objectives related to your performance, Guy Carpenter’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
Annual Target Long-Term Incentive Opportunity	Long-term incentive awards are discretionary. Anticipated target grant-date value of 150% of base salary.

EX-12.1

Exhibit 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries

Ratio of Earnings to Fixed Charges

(In millions, except ratios)

	Three Months Ended March 31, 2012		Years Ended December 31,
	(Unaudited)			2011		2010		2009		2008		2007
Earnings
Income before income taxes	$	507		$	1,404	$	769	$	552	$	494	$	759
Interest expense	46			199		233		241		220		266
Portion of rents representative of the interest factor	35			143		140		132		145		162
	$	588		$	1,746	$	1,142	$	925	$	859	$	1,187
Fixed Charges
Interest expense	$	46		$	199	$	233	$	241	$	220	$	266
Portion of rents representative of the interest factor	35			143		140		132		145		162
	$	81		$	342	$	373	$	373	$	365	$	428
Ratio of Earnings to Fixed Charges	7.3			5.1		3.1		2.5		2.4		2.8

EX-31.1

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:	May 8, 2012	/s/ Brian Duperreault
		Brian Duperreault
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, J. Michael Bischoff, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 8, 2012	/s/ J. Michael Bischoff
		J. Michael Bischoff
		Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 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 J. Michael Bischoff, Chief Financial Officer, of Marsh & McLennan Companies, Inc. each certifies that, to the best of his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Marsh & McLennan Companies, Inc.

Date:	May 8, 2012	/s/ Brian Duperreault
		Brian Duperreault
		President and Chief Executive Officer

Date:	May 8, 2012	/s/ J. Michael Bischoff
		J. Michael Bischoff
		Chief Financial Officer

XML

Nature Of Operations (Details)	3 Months Ended			3 Months Ended
	Mar. 31, 2012 segments	Feb. 29, 2012 Acquisition Yokogawa-ORC [Member]	Mar. 31, 2012 Kroll Divestiture [Member]	Mar. 31, 2012 Acquisition RJF [Member]	Mar. 31, 2012 Acquisition Hampton Roads [Member]	Mar. 31, 2012 Acquisition Evaluation Associates LLC [Member]	Mar. 31, 2012 Acquisition Hammond Associates [Member]	Mar. 31, 2012 Boston Office of Kinloch Consulting Group Inc. [Member]	Mar. 31, 2012 Prescott Pailet Benefits [Member]	Mar. 31, 2012 Mahoney Associates [Member]
Number of business segments (in segments)	2
Business combination remaining percent acquired		49.00%
Acquisition date				2011-01-31	2011-02-28	2011-06-30	2010-03-31	2011-02-28	2011-07-31	2011-07-31
MMC sale date of Kroll to Altegrity			Aug. 03, 2010

XML

Goodwill And Other Intangibles (Changes In The Carrying Amount Of Goodwill) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Goodwill [Roll Forward]
Balance as of January 1, as reported	$ 6,562		$ 6,420
Goodwill acquired	89		68
Other adjustments	24	[1]	69	[1]
Balance at March 31	$ 6,675		$ 6,557

[1] Primarily foreign exchange.

XML

Comprehensive Income (Loss) (Schedule Of Components Of Comprehensive Income (Loss)) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Comprehensive Income (Loss) [Abstract]
Foreign currency translation adjustments, Pre-Tax	$ 162	$ 173
Foreign currency translation adjustments, Tax Expense	0	2
Foreign currency translation adjustments, Net of Tax	162	171
Unrealized investment gains (losses), Pre-Tax	1	4
Unrealized investment gains (losses), Tax Expense	(1)	1
Unrealized investment gains (losses), Net of Tax	(2)	(3)
Pension/post retirement plan: [Abstract]
Prior Service cost, Pre-Tax	(8)	(8)
Prior Service cost, Tax Expense	(5)	(2)
Prior Service cost, Net of Tax	(3)	(6)
Net actuarial loss, Pre-Tax	66	55
Net actuarial loss, Tax Expense	42	12
Net actuarial loss, Net of Tax	24	43
Subtotal, Pre-Tax	58	47
Subtotal, Tax Expense	37	10
Subtotal, Net of Tax	21	37
Foreign currency translation adjustment, Pre-Tax	(44)	(111)
Foreign currency translation adjustment, Tax Expense	(28)	(23)
Foreign currency translation adjustment, Net of Tax	(16)	(88)
Pension/retiree plans, Pre-Tax	14	(64)
Pension/retiree plans, Tax Expense	(9)	13
Pension/retiree plans, Net of Tax	5	(51)
Other comprehensive income, before tax	175	105
Other Comprehensive Income (Loss), Tax	10	(12)
Other comprehensive income, net of tax	$ 165	$ 117

XML

Common Stock (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Common Stock [Abstract]
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 553

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Goodwill And Other Intangibles (Amortized Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Goodwill and Intangible Assets Disclosure [Abstract]
Gross Cost	$ 746	$ 666
Accumulated Amortization	292	265
Net Carrying Amount	$ 454	$ 401

XML

Supplemental Disclosures To The Consolidated Statements Of Cash Flows (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Supplemental Cash Flow Information [Abstract]
Non-cash issuance of common stock	$ 170	$ 177
Stock-based compensation expense, equity awards	$ 41	$ 40

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2012

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011.

	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions of dollars)	03/31/12		12/31/11		03/31/12		12/31/11		03/31/12		12/31/11		03/31/12		12/31/11
Assets:
Financial instruments owned:
Exchange traded equity securities	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Mutual funds(a)	135		134		—		—		—		—		135		134
Money market funds(b)	173		226		—		—		—		—		173		226
Interest rate swap derivatives(c)	—		—		6		7		—		—		6		7
Total assets measured at fair value	$	308	$	360	$	6	$	7	$	—	$	—	$	314	$	367
Fiduciary Assets:
State and local obligations (including non-U.S. locales)	$	—	$	—	$	8	$	13	$	—	$	—	$	8	$	13
Other sovereign government obligations and supranational agencies	—		—		34		47		—		—		34		47
Corporate and other debt	—		—		—		2		—		—		—		2
Money market funds	170		186		—		—		—		—		170		186
Total fiduciary assets measured at fair value	$	170	$	186	$	42	$	62	$	—	$	—	$	212	$	248
Liabilities:
Contingent consideration liability(d)	$	—	$	—	$	—	$	—	$	108	$	110	$	108	$	110
Senior Notes due 2014(e)	—		—		256		257		—		—		256		257
Total liabilities measured at fair value	$	—	$	—	$	256	$	257	$	108	$	110	$	364	$	367

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

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

^(c)    Included in other receivables in the consolidated balance sheets.

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

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

Changes in Fair Value of Level 3 Liabilities Representing Acquisition Related Contingent Consideration

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the quarter ended March 31, 2012 that represent contingent consideration related to acquisitions:

(In millions of dollars)	Fair Value, December 31, 2011		Additions	Payments		Revaluation Impact	Fair Value, March 31, 2012
Contingent consideration	$	110	10	(13	)	1	$	108

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Segment Information (Details Of Operating Segment Revenue) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Revenue	$ 3,051		$ 2,884
Marsh [Member]
Revenue	1,388		1,292
Guy Carpenter [Member]
Revenue	359		342
Risk and Insurance Services [Member]
Revenue	1,747	[1]	1,634	[1]
Mercer [Member]
Revenue	957		922
Oliver Wyman Group [Member]
Revenue	356		339
Consulting [Member]
Revenue	1,313	[2]	1,261	[2]
Total Operating Segments [Member]
Revenue	3,060		2,895
Corporate / Eliminations [Member]
Revenue	$ (9)		$ (11)

[1] Includes inter-segment revenue of $1 million in both 2012 and 2011, interest income on fiduciary funds of $11 million and $12 million in 2012 and 2011, respectively, and equity method income of $1 million and $2 million in 2012 and 2011, respectively.

[2] Includes inter-segment revenue of $8 million and $10 million in 2012 and 2011, respectively, and interest income on fiduciary funds of $1 million in both 2012 and 2011.

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Fair Value Measurements (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012 interest_rate_swaps
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items]
Fair value interest rate swap discount rate	1.60%
Assets transferred between Level 1 and Level 2	$ 0
Number of interest rate swaps to convert fixed interest rate on notes to floating rate	2
Revenue target period minimum (in years)	2 years
Revenue target period maximum (in years)	4 years
Percent change in projections affecting fair value of contigent consideration	5.00%
Increase in fair value of contingent consideration due to 5% increase in projections	20,000,000
Decrease in fair value of contigent considertion due to 5% decrease in projections	30,000,000
Senior Debt Obligations Due 2014 [Member]
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items]
Fair value interest rate swap derivatives	$ 250,000,000
Debt instrument, maturity date	Dec. 31, 2014

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Claims, Lawsuits And Other Contingencies (Details) (GBP £) In Millions, unless otherwise specified	Mar. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Reinsured policies covered by related party guarantee	£ 40
Number of actions instituted by policyholders aganist the Company (in lawsuits)	8

XML

Segment Information

3 Months Ended

Mar. 31, 2012

Segment Information [Abstract]

Segment Information

Segment Information

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

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

▪ Consulting, comprising Mercer and Oliver Wyman Group

The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2011 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.

Selected information about the Company’s operating segments for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31, (In millions of dollars)	Revenue				Operating Income (Loss)
2012 –
Risk and Insurance Services	$	1,747		(a)	$	417
Consulting	1,313			(b)	159
Total Operating Segments	3,060				576
Corporate / Eliminations	(9		)		(49		)
Total Consolidated	$	3,051			$	527
2011–
Risk and Insurance Services	$	1,634		(a)	$	383
Consulting	1,261			(b)	128
Total Operating Segments	2,895				511
Corporate / Eliminations	(11		)		(39		)
Total Consolidated	$	2,884			$	472

^(a)  Includes inter-segment revenue of $1 million in both 2012 and 2011, interest income on fiduciary funds of $11 million and $12 million in 2012 and 2011, respectively, and equity method income of $1 million and $2 million in 2012 and 2011, respectively.

^(b)  Includes inter-segment revenue of $8 million and $10 million in 2012 and 2011, respectively, and interest income on fiduciary funds of $1 million in both 2012 and 2011.

Details of operating segment revenue for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31,
(In millions of dollars)	2012			2011
Risk and Insurance Services
Marsh	$	1,388		$	1,292
Guy Carpenter	359			342
Total Risk and Insurance Services	1,747			1,634
Consulting
Mercer	957			922
Oliver Wyman Group	356			339
Total Consulting	1,313			1,261
Total Operating Segments	3,060			2,895
Corporate/ Eliminations	(9		)	(11		)
Total	$	3,051		$	2,884

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Acquisitions (Allocation Of Acquisition Costs) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Acquisitions [Abstract]
Cash	$ 135
Contingent consideration	13	13
Total Consideration	148	106
Allocation of purchase price:
Cash and cash equivalents	20
Accounts Receivable, net	3
Property, plant, and equipment	2
Intangible Assets	66
Goodwill	89
Other assets	6
Total assets acquired	186
Current liabilities	6
Other Liabilities	32
Total liabilities assumed	38	21
Net assets acquired	$ 148

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Per Share Data (Basic EPS Calculation Continuing Operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income from continuing operations	$ 354	$ 319
Less: Net income attributable to non-controlling interests	7	6
Net income attributable to the Company	347	325
Basic weighted average common shares outstanding (in shares)	542	544
Continuing Operations [Member]
Net income from continuing operations	354	319
Less: Net income attributable to non-controlling interests	7	6
Net income attributable to the Company	347	313
Less: Portion attributable to participating securities	2	3
Net income attributable to common shares for basic earnings per share	$ 345	$ 310
Basic weighted average common shares outstanding (in shares)	542	544

XML

Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2012

Financial Instruments [Abstract]

Estimated Fair Value Of Significant Financial Instruments

The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.

	March 31, 2012				December 31, 2011
(In millions of dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	1,410	$	1,410	$	2,113	$	2,113
Long-term investments	$	61	$	61	$	58	$	58
Short-term debt	$	259	$	267	$	260	$	261
Long-term debt	$	2,664	$	2,954	$	2,668	$	2,958

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Dispositions (Income Statement Data) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposals of discontinued operations	$ 0	$ 0
Income tax (credit) expense	0	(12)
Disposals of discontinued operations, net of tax	0	12
Discontinued operations net of tax	$ 0	$ 12
Discontinued operations, net of tax per basic share (in dollars per share)	$ 0.00	$ 0.02
Discontinued operations, net of tax per diluted share (in dollars per share)	$ 0.00	$ 0.02

XML

Restructuring Costs (Restructuring Activities) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Restructuring Reserve [Roll Forward]
Liability at beginning of period	$ 181	$ 211
Amount Accrued	4	51
Cash Paid	(29)	(82)
Other	3	1
Liability at end of period	159	181
Severance [Member]
Restructuring Reserve [Roll Forward]
Liability at beginning of period	27	40
Amount Accrued	4	29
Cash Paid	(20)	(40)
Other	6	(2)
Liability at end of period	17	27
Future Rent Under Non-Cancelable Leases and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Liability at beginning of period	154	171
Amount Accrued	0	22
Cash Paid	(9)	(42)
Other	(3)	3
Liability at end of period	$ 142	$ 154

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Retirement Benefits (Schedule Of Defined Benefit Plan Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Pension Benefits [Member]
Service cost	$ 61	$ 56
Interest cost	148	152
Expected return on plan assets	(226)	(221)
Amortization of prior service credit	(5)	(5)
Recognized actuarial loss	66	55
Net periodic benefit cost	44	37
U.S. Pension Benefits [Member]
Service cost	24	21
Interest cost	57	58
Expected return on plan assets	(81)	(79)
Amortization of prior service credit	(4)	(4)
Recognized actuarial loss	37	26
Net periodic benefit cost	33	22
Non-U.S. Pension Benefits [Member]
Service cost	37	35
Interest cost	91	94
Expected return on plan assets	(145)	(142)
Amortization of prior service credit	(1)	(1)
Recognized actuarial loss	29	29
Net periodic benefit cost	11	15
Postretirement Benefits [Member]
Service cost	2	2
Interest cost	3	3
Expected return on plan assets
Amortization of prior service credit	(3)	(3)
Recognized actuarial loss
Net periodic benefit cost	2	2
U.S. Postretirement Benefits [Member]
Service cost	1	1
Interest cost	2	2
Expected return on plan assets
Amortization of prior service credit	(3)	(3)
Recognized actuarial loss
Net periodic benefit cost
Non-U.S.Postretirement Benefits [Member]
Service cost	1	1
Interest cost	1	1
Expected return on plan assets
Amortization of prior service credit
Recognized actuarial loss
Net periodic benefit cost	$ 2	$ 2

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Supplemental Disclosures To The Consolidated Statements Of Cash Flows (Additional Information Concerning Acquisitions, Interest And Income Taxes Paid) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Supplemental Cash Flow Information [Abstract]
Assets acquired, excluding cash	$ 93	$ 124
Liabilities Assumed	27
Liabilities assumed	(38)	(21)
Contingent/deferred purchase consideration	13	13
Net cash outflow for current year acquisitions	53	90
Deferred purchase consideration from prior year acquisitions	7	14
Net cash outflow for acquisitions	60	104
Interest paid	65	72
Income taxes (refunded)/paid	$ 79	$ 85

XML

Nature Of Operations

3 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature Of Operations

Nature of Operations

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

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

In January 2012, Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and related ancillary operations and insurance broking operations in Botswana and Namibia. In March 2012, Marsh acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerages services to U.S. subsidiaries of Japanese companies.

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 February 2012, Mercer acquired the remaining 49% of Yokogawa-ORC, a global mobility firm based in Japan, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm. In March 2012, Mercer acquired REPCA, a France-based broking and advising firm for employer health and benefits plans.

On August 3, 2010, the Company completed the sale of Kroll, the Company's former Risk Consulting & Technology segment. With the sale of Kroll, 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 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.

XML

Retirement Benefits (Schedule Of Defined Benefit Plan Weighted Average Assumption Used In Calculating Net Periodic Benefit Cost) (Details)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Pension Benefits [Member]
Expected return on plan assets	8.04%	8.18%
Discount rate	4.91%	5.59%
Rate of compensation increase	3.09%	4.09%
Postretirement Benefits [Member]
Expected return on plan assets
Discount rate	5.05%	5.84%
Rate of compensation increase

XML

Per Share Data (Basic EPS Calculation Net Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income attributable to the Company	$ 347	$ 325
Basic weighted average common shares outstanding (in shares)	542	544
Net Income [Member]
Net income attributable to the Company	347	325
Less: Portion attributable to participating securities	1	3
Net income attributable to common shares for basic earnings per share	$ 346	$ 322
Basic weighted average common shares outstanding (in shares)	542	544

XML

Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2012

Comprehensive Income (Loss) [Abstract]

Schedule of Components of Comprehensive Income (Loss)

The components of comprehensive income for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31,	2012									2011
(In millions of dollars)	Pre-Tax			Tax Expense			Net of Tax			Pre-Tax			Tax Expense			Net of Tax
Foreign currency translation adjustments	$	162		$	—		$	162		$	173		$	2		$	171
Unrealized investment gains (losses)	(1		)	1			(2		)	(4		)	(1		)	(3		)
Pension/post-retirement plans:
Amortization of losses (gains) included in net periodic pension cost:
Prior Service gains	(8		)	(5		)	(3		)	(8		)	(2		)	(6		)
Net actuarial losses	66			42			24			55			12			43
Subtotal	58			37			21			47			10			37
Foreign currency translation adjustments	(44		)	(28		)	(16		)	(111		)	(23		)	(88		)
Pension/post-retirement plans (gains) losses	14			9			5			(64		)	(13		)	(51		)
Other comprehensive income (loss)	$	175		$	10		$	165		$	105		$	(12	)	$	117

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Supplemental Disclosures To The Consolidated Statements Of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2012

Supplemental Cash Flow Information [Abstract]

Additional Information Concerning Acquisitions, Interest and Income Taxes Paid

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2012 and 2011.

(In millions of dollars)	2012			2011
Assets acquired, excluding cash	$	93		$	124
Liabilities assumed	(27		)	(21		)
Contingent/deferred purchase consideration	(13		)	(13		)
Net cash outflow for current year acquisitions	53			90
Deferred purchase consideration from prior years' acquisitions	7			14
Net cash outflow for acquisitions	$	60		$	104

(In millions of dollars)	2012		2011
Interest paid	$	65	$	72
Income taxes paid	$	79	$	85

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Goodwill And Other Intangibles (Estimated Future Aggregate Amortization Expense) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
2012 (excludes amortization through March 31, 2012)	$ 52
2013	64
2014	60
2015	58
2016	48
Subsequent years	172
Total	$ 454

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Per Share Data (Diluted EPS Calculation Continuing Operations) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income from continuing operations	$ 354	$ 319
Less: Net income attributable to non-controlling interests	7	6
Net income attributable to the Company	347	325
Basic weighted average common shares outstanding (in shares)	542	544
Diluted weighted average common shares outstanding (in shares)	551	552
Continuing Operations [Member]
Net income from continuing operations	354	319
Less: Net income attributable to non-controlling interests	7	6
Net income attributable to the Company	347	313
Less: Portion attributable to participating securities	2	3
Net income attributable to common shares for diluted earnings per share	$ 345	$ 310
Basic weighted average common shares outstanding (in shares)	542	544
Dilutive effect of potentially issuable common shares	9	8
Diluted weighted average common shares outstanding (in shares)	551	552
Average stock price used to calculate common stock equivalents	$ 31.95	$ 28.90

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2012

Acquisitions [Abstract]

Allocation Of Acquisition Costs

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

For the Three Months Ended March 31,
(Amounts in millions)	2012
Cash (includes $62 million held in escrow at 12/31/11)	$	135
Estimated fair value of contingent consideration	13
Total Consideration	$	148
Allocation of purchase price:
Cash and cash equivalents	$	20
Accounts receivable, net	3
Property, plant, and equipment	2
Intangible assets	66
Goodwill	89
Other assets	6
Total assets acquired	186
Current liabilities	6
Other liabilities	32
Total liabilities assumed	38
Net assets acquired	$	148

Pro-Forma Information

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.

For the Three Months Ended March 31,
(In millions, except per share data)	2012		2011
Revenue	$	3,058	$	2,929
Income from continuing operations	$	355	$	315
Net income attributable to the Company	$	348	$	321
Basic net income per share:
– Continuing operations	$	0.64	$	0.56
– Net income attributable to the Company	$	0.64	$	0.59
Diluted net income per share:
– Continuing operations	$	0.63	$	0.56
– Net income attributable to the Company	$	0.63	$	0.58

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Dispositions (Tables)

3 Months Ended

Mar. 31, 2012

Discontinued Operations and Disposal Groups [Abstract]

Income Statement Data

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

For the Three Months Ended March 31,
(In millions of dollars except per share figures)	2012		2011
Disposals of discontinued operations	$	—	$	—
Income tax (credit) expense	—		(12		)
Disposals of discontinued operations, net of tax	—		12
Discontinued operations, net of tax	$	—	$	12
Discontinued operations, net of tax per share
– Basic	$	—	$	0.02
– Diluted	$	—	$	0.02

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Consolidated Statements Of Equity And Comprehensive Income (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Statement of Stockholders' Equity [Abstract]
Dividends declared per share (in dollars per share)	$ 0.44	$ 0.42
Dividend equivalents declared per share (in dollars per share)	$ 0.44	$ 0.42

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Goodwill And Other Intangibles (Tables)

3 Months Ended

Mar. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the Carrying Amount of Goodwill

Changes in the carrying amount of goodwill are as follows:

March 31,
(In millions of dollars)	2012		2011
Balance as of January 1, as reported	$	6,562	$	6,420
Goodwill acquired	89		68
Other adjustments(a)	24		69
Balance at March 31,	$	6,675	$	6,557

^(a)  Primarily foreign exchange.

Amortized Intangible Assets

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:

	March 31, 2012						December 31, 2011
(In millions of dollars)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Amortized intangibles	$	746	$	292	$	454	$	666	$	265	$	401

Estimated Future Aggregate Amortization Expense

Aggregate amortization expense for the three months ended March 31, 2012 and 2011 was $17 million and $16 million, respectively, and the estimated future aggregate amortization expense is as follows:

For the Years Ending December 31,
(In millions of dollars)	Estimated Expense
2012 (excludes amortization through March 31, 2012)	$	52
2013	64
2014	60
2015	58
2016	48
Subsequent years	172
	$	454

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Principles Of Consolidation And Other Matters (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Equity method gains (losses)	$ 20	$ 18
Equity method investments	96
Remaining capital commitment	67
Effective tax rate	30.20%	28.60%
Gross unrecognized tax benefits	144		143
Excluding Tax Benefit [Member]
Effective tax rate		31.60%
Minimum [Member] | Significant Change in Unrecognized Tax Benefits is Reasonably Possible Estimated Range of Change Upper Limit [Member]
Projection of unrecognized tax benefit in twelve months, lower bound	0
Maximum [Member] | Significant Change in Unrecognized Tax Benefits is Reasonably Possible Estimated Range of Change Upper Limit [Member]
Projection of unrecognized tax benefit in twelve months, upper bound	$ 60

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Goodwill And Other Intangibles (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Goodwill	$ 6,675	$ 6,557	$ 6,562	$ 6,420
Aggregate amortization expense	17	16
Risk and Insurance Services [Member]
Segment Reporting Information [Line Items]
Goodwill	4,600
Consulting [Member]
Segment Reporting Information [Line Items]
Goodwill	$ 2,100

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Segment Information (Selected Information And Details For MMC's Operating Segments) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Revenue	$ 3,051		$ 2,884
Operating Income	527		472
Interest income on fiduciary funds	6		7
Equity method income	20		18
Risk and Insurance Services [Member]
Revenue	1,747	[1]	1,634	[1]
Operating Income	417		383
Inter-segment revenue	1		1
Interest income on fiduciary funds	11		12
Equity method income	1		2
Consulting [Member]
Revenue	1,313	[2]	1,261	[2]
Operating Income	159		128
Inter-segment revenue	8		10
Interest income on fiduciary funds	1		1
Total Operating Segments [Member]
Revenue	3,060		2,895
Operating Income	576		511
Corporate / Eliminations [Member]
Revenue	(9)		(11)
Operating Income	$ (49)		$ (39)

[1] Includes inter-segment revenue of $1 million in both 2012 and 2011, interest income on fiduciary funds of $11 million and $12 million in 2012 and 2011, respectively, and equity method income of $1 million and $2 million in 2012 and 2011, respectively.

[2] Includes inter-segment revenue of $8 million and $10 million in 2012 and 2011, respectively, and interest income on fiduciary funds of $1 million in both 2012 and 2011.

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Consolidated Statements Of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Income Statement [Abstract]
Revenue	$ 3,051	$ 2,884
Expense:
Compensation and benefits	1,796	1,721
Other operating expenses	728	691
Operating expenses	2,524	2,412
Operating Income	527	472
Interest income	6	7
Interest expense	(46)	(51)
Investment income (loss)	20	19
Income before income taxes	507	447
Income tax expense	153	128
Income from continuing operations	354	319
Discontinued operations, net of tax		12
Net income before non-controlling interest	354	331
Less: Net income attributable to non-controlling interests	7	6
Net income attributable to the Company	$ 347	$ 325
Basic net income per share
- Continuing operations	$ 0.64	$ 0.57
- Net income attributable to the Company	$ 0.64	$ 0.59
Diluted net income per share
- Continuing operations	$ 0.63	$ 0.56
- Net income attributable to the Company	$ 0.63	$ 0.58
Average number of shares outstanding
- Basic (in shares)	542	544
- Diluted (in shares)	551	552
Shares outstanding at March 31, (in shares)	546	548

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Per Share Data (Diluted EPS Calculation Net Income) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income attributable to the Company	$ 347	$ 325
Basic weighted average common shares outstanding (in shares)	542	544
Diluted weighted average common shares outstanding (in shares)	551	552
Stock options outstanding	38.2	42.4
Net Income [Member]
Net income attributable to the Company	347	325
Less: Portion attributable to participating securities	1	3
Net income attributable to common shares for diluted earnings per share	$ 346	$ 322
Basic weighted average common shares outstanding (in shares)	542	544
Dilutive effect of potentially issuable common shares	9	8
Diluted weighted average common shares outstanding (in shares)	551	552
Average stock price used to calculate common stock equivalents	$ 31.95	$ 28.90

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating cash flows:
Net income before non-controlling interests	$ 354	$ 331
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	66	67
Amortization of intangible assets	17	16
Provision for deferred income taxes	35	110
Gain on investments	(20)	(19)
Loss (gain) on disposition of assets	12
Stock option expense	11	7
Changes in assets and liabilities:
Net receivables	(101)	(172)
Other current assets	151	(73)
Other assets	(213)	(45)
Accounts payable and accrued liabilities	(136)	68
Accrued compensation and employee benefits	(702)	(627)
Accrued income taxes	17	(20)
Other liabilities	26	50
Effect of exchange rate changes	(20)	(69)
Net cash used for operations	(503)	(376)
Financing cash flows:
Proceeds from issuance of debt	248
Repayments of debt	(252)	(2)
Purchase of non-controlling interests		(13)
Shares withheld for taxes on vested units - treasury shares	(84)	(85)
Issuance of common stock	77	89
Contingent payments from acquisitions	(13)	0
Dividends paid	(121)	(117)
Net cash used for financing activities	(145)	(128)
Investing cash flows:
Capital expenditures	(51)	(67)
Net sales of long-term investments	(5)
Proceeds from sales of fixed assets	1	1
Dispositions		1
Acquisitions	(60)	(104)
Other, net	(1)	1
Net cash used for investing activities	(116)	(168)
Effect of exchange rate changes on cash and cash equivalents	61	108
Decrease in cash and cash equivalents	(703)	(564)
Cash and cash equivalents at beginning of period	2,113	1,894
Cash and cash equivalents at end of period	$ 1,410	$ 1,330

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Fair Value Measurements (Changes In Fair Value Of Level 3 Liabilities Representing Acquisition Related Contingent Consideration) (Details) (USD $) In Millions, unless otherwise specified					3 Months Ended
	Mar. 31, 2012		Dec. 31, 2011		Mar. 31, 2012 Contingent Consideration [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Beginning of Period	$ 108	[1]	$ 110	[1]	$ 110
Additions					10
Payments					(13)
Revaluation Impact					1
Fair Value, End of Period	$ 108	[1]	$ 110	[1]	$ 108

[1] Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.

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Debt (Tables)

3 Months Ended

Mar. 31, 2012

Debt [Abstract]

Schedule of Outstanding Debt

The Company’s outstanding debt is as follows:

(In millions of dollars)	March 31, 2012		December 31, 2011
Short-term:
Current portion of long-term debt	$	259	$	260
Long-term:
Senior notes – 6.25% due 2012 (5.1% effective interest rate)	$	—	$	250
Senior notes – 4.850% due 2013	250		251
Senior notes – 5.875% due 2033	296		296
Senior notes – 5.375% due 2014	326		326
Senior notes – 5.75% due 2015	479		479
Senior notes – 2.30% due 2017	248		—
Senior notes – 9.25% due 2019	398		398
Senior notes – 4.80% due 2021	496		496
Mortgage – 5.70% due 2035	429		431
Other	1		1
	2,923		2,928
Less current portion	259		260
	$	2,664	$	2,668

Gain Or Loss On The Hedged Item And Offsetting Gain Or Loss On Interest Rate Swaps

The gain or (loss) on the hedged item (fixed rate debt) and the offsetting gain or (loss) on the interest rate swaps for the period ended March 31, 2012 are as follows:

Income statement classification (In millions of dollars)	Loss on Swaps			Gain on Notes		Net Income Effect
Other Operating Expenses	$	(1	)	$	1	$	—

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Debt (Gain Or Loss On The Hedged Item And Offsetting Gain Or Loss On Interest Rate Swaps) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Other Operating expenses	$ (728)	$ (691)
Other operating expenses net income effect	0
Loss On Swaps [Member]
Other Operating expenses	(1)
Gain On Notes [Member]
Other Operating expenses	$ 1

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Financial Instruments

3 Months Ended

Mar. 31, 2012

Financial Instruments [Abstract]

Financial Instruments

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.

	March 31, 2012				December 31, 2011
(In millions of dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	1,410	$	1,410	$	2,113	$	2,113
Long-term investments	$	61	$	61	$	58	$	58
Short-term debt	$	259	$	267	$	260	$	261
Long-term debt	$	2,664	$	2,954	$	2,668	$	2,958

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 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 $42 million and $37 million at March 31, 2012 and December 31, 2011, 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. These investments would be classified as Level 3 in the fair value hierarchy.

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 $0 million and $1 million at March 31, 2012 and December 31, 2011, respectively. In the three months ended March 31, 2012 and 2011, the Company recorded gross unrealized losses (pre-tax) of $0 million and $3 million, respectively, 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.

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. Short and long-term debt would be classified as Level 2 in the fair value hierarchy.

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Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2012

Restructuring Costs [Abstract]

Restructuring Activities

Details of the activity from January 1, 2011 through March 31, 2012 regarding restructuring activities, which includes liabilities from actions prior to 2012, are as follows:

(In millions of dollars)	Liability at 1/1/11		Amounts Accrued		Cash Paid			Other			Liability at 12/31/11		Amounts Accrued		Cash Paid			Other			Liability at 3/31/12
Severance	$	40	$	29	$	(40	)	$	(2	)	$	27	$	4	$	(20	)	$	6		$	17
Future rent under non-cancelable leases and other costs	171		22		(42		)	3			154		—		(9		)	(3		)	142
Total	$	211	$	51	$	(82	)	$	1		$	181	$	4	$	(29	)	$	3		$	159

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Claims, Lawsuits And Other Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Claims, Lawsuits, and Other Contingencies

Claims, Lawsuits and Other Contingencies

Errors and Omissions Claims

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

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

Governmental Inquiries and Related Claims

In January 2005, the Company and its subsidiary Marsh Inc. entered into a settlement agreement with the New York State Attorney General (“NYAG”) and the New York State Insurance Department to settle a civil complaint and related citation regarding Marsh’s use of market service agreements with various insurance companies. The parties subsequently entered into an amended and restated settlement agreement in February 2010 that 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 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 March 31, 2012, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from us under the guarantee.

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

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.

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.

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Financial Instruments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2010	Dec. 31, 2011
Financial Instruments [Abstract]
Additional long-term investments, no market prices	$ 42			$ 37
Gross unrealized gains on fiduciary assets during period	0		1
Gross unrealized losses (pre-tax) on fiduciary assets during period	$ 0	$ 3

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Consolidated Statements Of Equity And Comprehensive Income (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Shares [Member]	Non-Controlling Interests [Member]
Balance, beginning of year at Dec. 31, 2010		$ 561	$ 1,185	$ 7,436	$ (2,300)	$ (514)	$ 47
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in accrued stock compensation costs			(129)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact			(6)
Net income attributable to the Company	325			325
Dividend equivalents declared (per share amounts: $0.44 in 2012 and $0.42 in 2011)				(4)
Dividends declared – (per share amounts: $0.44 in 2012 and $0.42 in 2011)				(229)
Foreign currency translation adjustments	171				171
Unrealized investment holding losses, net of reclassification adjustments	(3)				(3)
Net changes under benefit plans, net of tax	(51)				(51)
Issuance of shares under stock compensation plans and employee stock purchase plans						187
Net Income attributable to non-controlling interests	(6)						6
Other changes							5
Balance, end of period at Mar. 31, 2011	6,687		1,050	7,528	(2,183)	(327)	58
Balance, beginning of year at Dec. 31, 2011	5,940	561	1,156	7,949	(3,188)	(595)	57
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in accrued stock compensation costs			(118)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact			(20)
Net income attributable to the Company	347			347
Dividend equivalents declared (per share amounts: $0.44 in 2012 and $0.42 in 2011)				(3)
Dividends declared – (per share amounts: $0.44 in 2012 and $0.42 in 2011)				(240)
Foreign currency translation adjustments	162				162
Unrealized investment holding losses, net of reclassification adjustments	(2)				(2)
Net changes under benefit plans, net of tax	5				5
Issuance of shares under stock compensation plans and employee stock purchase plans						184
Net Income attributable to non-controlling interests	(7)						7
Other changes							3
Balance, end of period at Mar. 31, 2012	$ 6,265		$ 1,018	$ 8,053	$ (3,023)	$ (411)	$ 67

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Statements of Consolidated Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income before non-controlling interests	$ 354	$ 331
Other Comprehensive Income (loss), before tax:
Foreign currency translation adjustments	162	173
Unrealized investment loss	(1)	(4)
Gain (loss) related to pension/retiree plans	14	(64)
Other comprehensive income, before tax	175	105
Income tax expense (credit) on other comprehensive income	10	(12)
Other comprehensive income, net of tax	165	117
Comprehensive income	519	448
Less: Comprehensive income attributable to non-controlling interests	(7)	(6)
Comprehensive income attributable to the Company	$ 512	$ 442

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Goodwill And Other Intangibles

3 Months Ended

Mar. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangibles

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. The Company adopted new accounting provisions in the third quarter of 2011. Under this guidance, a company may first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. The Company considered numerous issues, which included the excess of fair value over carrying value in its most recent estimate of reporting unit fair values, whether significant acquisitions or dispositions occurred which might alter the fair values of its reporting units, macroeconomic conditions and their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used in its estimation of reporting unit fair values, industry and market conditions, and the year over year change in the Company's share price.

Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature.

Changes in the carrying amount of goodwill are as follows:

March 31,
(In millions of dollars)	2012		2011
Balance as of January 1, as reported	$	6,562	$	6,420
Goodwill acquired	89		68
Other adjustments(a)	24		69
Balance at March 31,	$	6,675	$	6,557

^(a)  Primarily foreign exchange.

Goodwill allocable to the Company’s reportable segments is as follows: Risk & Insurance Services, $4.6 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:

	March 31, 2012						December 31, 2011
(In millions of dollars)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Amortized intangibles	$	746	$	292	$	454	$	666	$	265	$	401

Aggregate amortization expense for the three months ended March 31, 2012 and 2011 was $17 million and $16 million, respectively, and the estimated future aggregate amortization expense is as follows:

For the Years Ending December 31,
(In millions of dollars)	Estimated Expense
2012 (excludes amortization through March 31, 2012)	$	52
2013	64
2014	60
2015	58
2016	48
Subsequent years	172
	$	454

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Document And Entity Information [Abstract]
Entity Registrant Name	MARSH & MCLENNAN COMPANIES, INC.
Entity Central Index Key	0000062709
Trading Symbol	MMC
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		546,271,443

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Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Value Hierarchy

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement.

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

Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities, most U.S. Government and agency securities, money market mutual funds and certain other sovereign government obligations).

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

a) Quoted prices for similar assets or liabilities in active markets;

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

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).

Level 3. Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include private equity investments, certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power).

Valuation Techniques

Equity Securities & Mutual Funds - Level 1

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

Other Sovereign Government Obligations, Municipal Bonds and Corporate Bonds - Level 2

The investments in this caption, primarily investments in Germany and France, are valued on the basis of valuations furnished by an independent pricing service 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 - Level 2

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

Senior Notes due 2014 - Level 2

The fair value of the first $250 million of Senior Notes maturing in 2014 is estimated to be the amortized cost of those notes adjusted by the fair value of the interest rate swap derivative, discussed above. In the first quarter of 2011, the Company entered into two interest rate swaps to convert interest on a portion of its Senior Notes from a fixed rate to a floating rate. The swaps are designated as fair value hedging instruments. The change in the fair value of the swaps 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 - Level 3

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

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011.

	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions of dollars)	03/31/12		12/31/11		03/31/12		12/31/11		03/31/12		12/31/11		03/31/12		12/31/11
Assets:
Financial instruments owned:
Exchange traded equity securities	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Mutual funds(a)	135		134		—		—		—		—		135		134
Money market funds(b)	173		226		—		—		—		—		173		226
Interest rate swap derivatives(c)	—		—		6		7		—		—		6		7
Total assets measured at fair value	$	308	$	360	$	6	$	7	$	—	$	—	$	314	$	367
Fiduciary Assets:
State and local obligations (including non-U.S. locales)	$	—	$	—	$	8	$	13	$	—	$	—	$	8	$	13
Other sovereign government obligations and supranational agencies	—		—		34		47		—		—		34		47
Corporate and other debt	—		—		—		2		—		—		—		2
Money market funds	170		186		—		—		—		—		170		186
Total fiduciary assets measured at fair value	$	170	$	186	$	42	$	62	$	—	$	—	$	212	$	248
Liabilities:
Contingent consideration liability(d)	$	—	$	—	$	—	$	—	$	108	$	110	$	108	$	110
Senior Notes due 2014(e)	—		—		256		257		—		—		256		257
Total liabilities measured at fair value	$	—	$	—	$	256	$	257	$	108	$	110	$	364	$	367

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

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

^(c)    Included in other receivables in the consolidated balance sheets.

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

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

During the three-month period ended March 31, 2012, there were no assets or liabilities that transferred between Level 1 and Level 2 or between Level 2 and Level 3.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the quarter ended March 31, 2012 that represent contingent consideration related to acquisitions:

(In millions of dollars)	Fair Value, December 31, 2011		Additions	Payments		Revaluation Impact	Fair Value, March 31, 2012
Contingent consideration	$	110	10	(13	)	1	$	108

The fair value of the contingent liability is based on projections of revenue and earnings for the acquired entities that are reassessed on a quarterly basis. A 5% increase in the above mentioned projections would increase the liability by approximately $20 million. A 5% decrease in the above mentioned projections would decrease the liability by approximately $30 million.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 1,410	$ 2,113
Receivables
Commissions and fees	2,787	2,676
Advanced premiums and claims	94	86
Other	233	249
Gross receivables	3,114	3,011
Less-allowance for doubtful accounts and cancellations	(106)	(105)
Net receivables	3,008	2,906
Current deferred tax assets	390	376
Other current assets	227	253
Total current assets	5,035	5,648
Goodwill and intangible assets	7,129	6,963
Fixed assets (net of accumulated depreciation and amortization of $1,535 at March 31, 2012 and $1,469 at December 31, 2011)	795	804
Pension related assets	67	39
Deferred tax assets	1,143	1,205
Other assets	841	795
Total assets	15,010	15,454
Current liabilities:
Short-term debt	259	260
Accounts payable and accrued liabilities	1,873	2,016
Accrued compensation and employee benefits	699	1,400
Accrued income taxes	80	63
Dividends payable	121
Total current liabilities	3,032	3,739
Fiduciary liabilities	4,284	4,082
Less - cash and investments held in a fiduciary capacity	(4,284)	(4,082)
Long-term debt	2,664	2,668
Pension, postretirement and postemployment benefits	1,606	1,655
Liabilities for errors and omissions	472	468
Other liabilities	971	984
Commitments and contingencies
Equity:
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued	0	0
Common stock, $1 par value, authorized 1,600,000,000 shares, issued 560,641,640 shares at March 31, 2012 and December 31, 2011	561	561
Additional paid-in capital	1,018	1,156
Retained earnings	8,053	7,949
Accumulated other comprehensive loss	(3,023)	(3,188)
Non-controlling interests	67	57
Stockholders' equity before treasury stock	6,676	6,535
Less – treasury shares, at cost, 14,711,644 shares at March 31, 2012 and 21,463,226 shares at December 31, 2011	(411)	(595)
Total Equity	6,265	5,940
Total liabilities and stockholders' equity	$ 15,010	$ 15,454

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Per Share Data

3 Months Ended

Mar. 31, 2012

Per Share Data [Abstract]

Per Share Data

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 non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation.

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 EPS 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 EPS and basic weighted average common shares outstanding to diluted weighted average common shares outstanding is presented below.

Basic EPS Calculation - Continuing Operations
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income from continuing operations	$	354	$	319
Less: Net income attributable to non-controlling interests	7		6
Net income from continuing operations attributable to the Company	347		313
Less: Portion attributable to participating securities	2		3
Net income attributable to common shares for basic earnings per share	$	345	$	310
Basic weighted average common shares outstanding	542		544

Basic EPS Calculation - Net Income
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income attributable to the Company	$	347	$	325
Less: Portion attributable to participating securities	1		3
Net income attributable to common shares for basic earnings per share	$	346	$	322
Basic weighted average common shares outstanding	542		544

Diluted EPS Calculation - Continuing Operations
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income from continuing operations	$	354	$	319
Less: Net income attributable to non-controlling interests	7		6
Net income from continuing operations attributable to the Company	347		313
Less: Portion attributable to participating securities	2		3
Net income attributable to common shares for diluted earnings per share	$	345	$	310
Basic weighted average common shares outstanding	542		544
Dilutive effect of potentially issuable common shares	9		8
Diluted weighted average common shares outstanding	551		552
Average stock price used to calculate common stock equivalents	$	31.95	$	28.90

Diluted EPS Calculation - Net Income
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income attributable to the Company	$	347	$	325
Less: Portion attributable to participating securities	1		3
Net income attributable to common shares for diluted earnings per share	$	346	$	322
Basic weighted average common shares outstanding	542		544
Dilutive effect of potentially issuable common shares	9		8
Diluted weighted average common shares outstanding	551		552
Average stock price used to calculate common stock equivalents	$	31.95	$	28.90

There were 38.2 million and 42.4 million stock options outstanding as of March 31, 2012 and 2011, respectively.

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Fiduciary Assets And Liabilities

3 Months Ended

Mar. 31, 2012

Fiduciary Assets And Liabilities [Abstract]

Fiduciary Assets And Liabilities

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 $11 million and $12 million for the three-month periods ended March 31, 2012 and 2011. The Consulting segment recorded fiduciary interest income of $1 million in each of the three-month periods ended March 31, 2012 and 2011. 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 $42 million and $62 million of fixed income securities classified as available for sale at March 31, 2012 and December 31, 2011, respectively. Unrealized gains or losses from available for sale securities are recorded in other comprehensive income until the securities are disposed of, mature or a loss is recognized as an other than temporary impairment. Unrealized gains, net of tax, were $0 million and $2 million at March 31, 2012 and December 31, 2011, respectively.

Net uncollected premiums and claims and the related payables amounted to $10 billion at March 31, 2012 and $9 billion atDecember 31, 2011. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Net uncollected premiums and claims and the related payables are, therefore, not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.

In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables.

Mercer manages approximately $16 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.

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Common Stock

3 Months Ended

Mar. 31, 2012

Common Stock [Abstract]

Common Stock

Common Stock

At March 31, 2012, the Company remains authorized to repurchase additional shares of its common stock up to a value of $553 million. There is no time limit on this authorization. The Company did not repurchase any shares in the first quarter of 2012 and 2011.

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Retirement Benefits

3 Months Ended

Mar. 31, 2012

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Retirement Benefits

Retirement Benefits

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

The target asset allocation for the U.S. Plan is 58% equities and equity alternatives and 42% fixed income. At the end of the first quarter of 2012, the actual allocation for the U.S. Plan was 59% equities and equity alternatives and 41% fixed income. The target asset allocation for the U.K. Plan, which comprises approximately 82% of non-U.S. Plan assets, is 53% equities and equity alternatives and 47% fixed income. At the end of the first quarter of 2012, the actual allocation for the U.K. Plan was 53% equities and equity alternatives and 47% fixed income.

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

Combined U.S. and significant non-U.S. Plans	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012			2011
Service cost	$	61		$	56		$	2		$	2
Interest cost	148			152			3			3
Expected return on plan assets	(226		)	(221		)	—			—
Amortization of prior service credit	(5		)	(5		)	(3		)	(3		)
Recognized actuarial loss	66			55			—			—
Net periodic benefit cost	$	44		$	37		$	2		$	2

U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012			2011
Service cost	$	24		$	21		$	1		$	1
Interest cost	57			58			2			2
Expected return on plan assets	(81		)	(79		)	—			—
Amortization of prior service credit	(4		)	(4		)	(3		)	(3		)
Recognized actuarial loss	37			26			—			—
Net periodic benefit cost	$	33		$	22		$	—		$	—

Significant non-U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012		2011
Service cost	$	37		$	35		$	1	$	1
Interest cost	91			94			1		1
Expected return on plan assets	(145		)	(142		)	—		—
Amortization of prior service cost	(1		)	(1		)	—		—
Recognized actuarial loss	29			29			—		—
Net periodic benefit cost	$	11		$	15		$	2	$	2

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

Combined U.S. and significant non-U.S. Plans	Pension Benefits				Postretirement Benefits
March 31,	2012		2011		2012		2011
Weighted average assumptions:
Expected return on plan assets	8.04	%	8.18	%	—	%	—	%
Discount rate	4.91	%	5.59	%	5.05	%	5.84	%
Rate of compensation increase	3.09	%	4.09	%	—	%	—	%

The Company made $273 million of contributions to its U.S. and non-U.S. pension plans in the first three months of 2012, including discretionary contributions of $100 million to its U.S. qualified pension plan and $100 million to its U.K plans, and expects to contribute approximately $246 million to its non-qualified U.S. pension and non-U.S pension plans during the remainder of 2012.

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Acquisitions

3 Months Ended

Mar. 31, 2012

Acquisitions [Abstract]

Acquisitions

Acquisitions

During the first three months of 2012, the Company made three acquisitions in its Risk and Insurance Services segment and three in its Consulting segment. In January 2012, Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and related ancillary operations and insurance broking operations in Botswana and Namibia. In March 2012, Marsh acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerages services to U.S. subsidiaries of Japanese companies. In February 2012, Mercer acquired the remaining 49% of Yokogawa-ORC, a global mobility firm based in Japan, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm. In March 2012, Mercer acquired REPCA, a France-based broking and advising firm for employer health and benefits plans.

Total purchase consideration for the 2012 acquisitions was $148 million, which consisted of cash paid of $73 million in the first quarter of 2012, deferred purchase and estimated contingent consideration of $13 million, and cash held in escrow of $62 million at December 31, 2011 that was released in the first quarter of 2012. 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 $20 million$0 millionof deferred purchase and contingent consideration related to acquisitions made in prior years.

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

For the Three Months Ended March 31,
(Amounts in millions)	2012
Cash (includes $62 million held in escrow at 12/31/11)	$	135
Estimated fair value of contingent consideration	13
Total Consideration	$	148
Allocation of purchase price:
Cash and cash equivalents	$	20
Accounts receivable, net	3
Property, plant, and equipment	2
Intangible assets	66
Goodwill	89
Other assets	6
Total assets acquired	186
Current liabilities	6
Other liabilities	32
Total liabilities assumed	38
Net assets acquired	$	148

Prior Year Acquisitions

During 2011, the Company made seven acquisitions in its Risk and Insurance Services segment and five 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. In July 2011, Marsh acquired Prescott Pailet Benefits, an employee benefits broker in the state of Texas. In October 2011, Marsh acquired the employee benefits division of Kaeding, Ernst & Co, a Massachusetts-based employee benefits, life insurance and financial planning consulting firm. In November 2011, Marsh acquired Gallagher & Associates, Inc., a property and casualty insurance agency based in Minnesota. In November 2011, Marsh acquired Seitlin Insurance, an insurance firm based in South Florida. 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. In July 2011, Mercer acquired Mahoney Associates, a health and benefits advisory firm based in South Florida. In August 2011, Mercer acquired Censeo Corporation, a human resource consulting firm based in Florida. In December 2011, Mercer acquired Alicia Smith & Associates, a Medicaid policy consulting firm based in Washington, D.C.

Total purchase consideration for acquisitions made during the first quarter of 2011 was $106 million which consisted of cash paid of $93 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 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 the first quarter of 2011, the Company also paid $14 million of deferred purchase consideration related to acquisitions made in prior years.

In the first quarter of 2011, the Company also paid deferred purchase consideration of $13 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 2012 and 2011. 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, 2011. The pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

For the Three Months Ended March 31,
(In millions, except per share data)	2012		2011
Revenue	$	3,058	$	2,929
Income from continuing operations	$	355	$	315
Net income attributable to the Company	$	348	$	321
Basic net income per share:
– Continuing operations	$	0.64	$	0.56
– Net income attributable to the Company	$	0.64	$	0.59
Diluted net income per share:
– Continuing operations	$	0.63	$	0.56
– Net income attributable to the Company	$	0.63	$	0.58

The Consolidated Statements of Income for the three months ended March 31, 2012 include approximately $20 million of revenue and $1 million of net operating income, respectively, related to acquisitions made during 2012.

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Retirement Benefits (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Contributions to U.S. non qualified and non-U.S. Pension Plan	$ 273
Expected fund in U.S. non pension plan	246
U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Target asset allocation U.S. Plan, equities, prior period	58.00%
Target asset allocation U.S. Plan, fixed income, prior period	42.00%
Actual asset allocation percentage of equity	59.00%
Actual asset allocation percentage of fixed income	41.00%
Non-U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Target asset allocation percentage for non-U.S. Plan assets	82.00%
U.K. Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual asset allocation percentage of equity	53.00%
Target asset allocation non-U.S. Plan, equities	53.00%
Target asset allocation non-U.S. Plan, fixed income	47.00%
Actual asset allocation percentage of fixed income	47.00%
U.S. Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discretionary contributions to pension plan	100
Non-U.S. Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discretionary contributions to pension plan	$ 100

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Supplemental Disclosures To The Consolidated Statements Of Cash Flows

3 Months Ended

Mar. 31, 2012

Supplemental Cash Flow Information [Abstract]

Supplemental Disclosures To The Consolidated Statements Of Cash Flows

Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2012 and 2011.

(In millions of dollars)	2012			2011
Assets acquired, excluding cash	$	93		$	124
Liabilities assumed	(27		)	(21		)
Contingent/deferred purchase consideration	(13		)	(13		)
Net cash outflow for current year acquisitions	53			90
Deferred purchase consideration from prior years' acquisitions	7			14
Net cash outflow for acquisitions	$	60		$	104

(In millions of dollars)	2012		2011
Interest paid	$	65	$	72
Income taxes paid	$	79	$	85

The Company had non-cash issuances of common stock under its share-based payment plan of $170 million and $177 million for the three months ended March 31, 2012 and 2011, respectively. The Company recorded stock-based compensation expense related to equity awards of $41 million and $40 million for the three-month periods ended March 31, 2012 and 2011, respectively.

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Comprehensive Income

3 Months Ended

Mar. 31, 2012

Comprehensive Income (Loss) [Abstract]

Comprehensive Income

Comprehensive Income

The components of comprehensive income for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31,	2012									2011
(In millions of dollars)	Pre-Tax			Tax Expense			Net of Tax			Pre-Tax			Tax Expense			Net of Tax
Foreign currency translation adjustments	$	162		$	—		$	162		$	173		$	2		$	171
Unrealized investment gains (losses)	(1		)	1			(2		)	(4		)	(1		)	(3		)
Pension/post-retirement plans:
Amortization of losses (gains) included in net periodic pension cost:
Prior Service gains	(8		)	(5		)	(3		)	(8		)	(2		)	(6		)
Net actuarial losses	66			42			24			55			12			43
Subtotal	58			37			21			47			10			37
Foreign currency translation adjustments	(44		)	(28		)	(16		)	(111		)	(23		)	(88		)
Pension/post-retirement plans (gains) losses	14			9			5			(64		)	(13		)	(51		)
Other comprehensive income (loss)	$	175		$	10		$	165		$	105		$	(12	)	$	117

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Dispositions

3 Months Ended

Mar. 31, 2012

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

Dispositions

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

For the Three Months Ended March 31,
(In millions of dollars except per share figures)	2012		2011
Disposals of discontinued operations	$	—	$	—
Income tax (credit) expense	—		(12		)
Disposals of discontinued operations, net of tax	—		12
Discontinued operations, net of tax	$	—	$	12
Discontinued operations, net of tax per share
– Basic	$	—	$	0.02
– Diluted	$	—	$	0.02

The tax credit for the three months ended March 31, 2011 is primarily due to a tax recovery under the indemnity related to the Putnam sale.

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Debt (Schedule Of Outstanding Debt) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Jun. 27, 2011
Long-term debt, current and noncurrent	$ 2,923	$ 2,928
Current portion of long-term debt	259	260
Long-term debt and capital lease obligations	2,664	2,668
Senior Debt Obligations Due 2012 [Member]
Long-term debt and capital lease obligations	0	250
Debt instrument, interest rate, stated percentage	6.25%
Debt instrument, interest rate, effective percentage	5.10%
Senior Debt Obligations Due 2013 [Member]
Long-term debt and capital lease obligations	250	251
Debt instrument, interest rate, stated percentage	4.85%
Senior Debt Obligations Due 2033 [Member]
Long-term debt and capital lease obligations	296	296
Debt instrument, interest rate, stated percentage	5.875%
Senior Debt Obligations Due 2014 [Member]
Long-term debt and capital lease obligations	326	326
Debt instrument, interest rate, stated percentage	5.375%		5.375%
Senior Debt Obligations Due 2015 [Member]
Long-term debt and capital lease obligations	479	479
Debt instrument, interest rate, stated percentage	5.75%
Senior Debt Obligations Due 2017 [Member]
Long-term debt and capital lease obligations	248	0
Debt instrument, interest rate, stated percentage	2.30%
Senior Debt Obligations Due 2019 [Member]
Long-term debt and capital lease obligations	398	398
Debt instrument, interest rate, stated percentage	9.25%
Senior Debt Obligations Due 2021 [Member]
Long-term debt and capital lease obligations	496	496
Debt instrument, interest rate, stated percentage	4.80%
Mortgage Due 2035 [Member]
Long-term debt and capital lease obligations	429	431
Debt instrument, interest rate, stated percentage	5.70%
Other [Member]
Long-term debt and capital lease obligations	$ 1	$ 1

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Restructuring Costs (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Restructuring Costs [Abstract]
Restructuring severance costs	$ 4

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Debt (Narrative) (Details) (USD $)	1 Months Ended	3 Months Ended							3 Months Ended
	Feb. 28, 2011 interest_rate_swaps	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012 Senior Debt Obligations Due 2017 [Member]	Mar. 31, 2012 Senior Debt Obligations Due 2012 [Member]	Mar. 31, 2012 Senior Debt Obligations Due 2014 [Member]	Jun. 27, 2011 Senior Debt Obligations Due 2014 [Member]	Mar. 31, 2012 Senior Debt Obligations Due 2015 [Member]	Mar. 31, 2012 September 2011 Debt Obligation [Member]	Oct. 13, 2011 September 2011 Debt Obligation [Member]
Debt instrument, interest rate, stated percentage				2.30%	6.25%	5.375%	5.375%	5.75%
Extinguishment of Debt, Amount					$ 250,000,000
Line of Credit Facility Term									5 years
Line of credit facility, current borrowing capacity										1,000,000,000
Number of interest rate swaps (in interest rate swaps)	2
Interest rate swap for hedging	125,000,000
Interest rate swap maturity, in years	3.5
Floating rate three-month LIBOR plus fixed spread interest percentage	3.726%
Interest rate swaps, fair value adjustment	0
Swap agreements, effectiveness recognized during the period		0
5.375% senior notes due in 2014, hedged value						250,000,000
Revolving credit facility, amount outstanding		0
Proceeds from issuance of debt		$ 248,000,000		$ 250,000,000
Term of interest rate swap net settlement (in months)		6 months

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Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2012

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Schedule Of Net Benefit Costs

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

Combined U.S. and significant non-U.S. Plans	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012			2011
Service cost	$	61		$	56		$	2		$	2
Interest cost	148			152			3			3
Expected return on plan assets	(226		)	(221		)	—			—
Amortization of prior service credit	(5		)	(5		)	(3		)	(3		)
Recognized actuarial loss	66			55			—			—
Net periodic benefit cost	$	44		$	37		$	2		$	2

U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012			2011
Service cost	$	24		$	21		$	1		$	1
Interest cost	57			58			2			2
Expected return on plan assets	(81		)	(79		)	—			—
Amortization of prior service credit	(4		)	(4		)	(3		)	(3		)
Recognized actuarial loss	37			26			—			—
Net periodic benefit cost	$	33		$	22		$	—		$	—

Significant non-U.S. Plans only	Pension						Postretirement
For the Three Months Ended March 31,	Benefits						Benefits
(In millions of dollars)	2012			2011			2012		2011
Service cost	$	37		$	35		$	1	$	1
Interest cost	91			94			1		1
Expected return on plan assets	(145		)	(142		)	—		—
Amortization of prior service cost	(1		)	(1		)	—		—
Recognized actuarial loss	29			29			—		—
Net periodic benefit cost	$	11		$	15		$	2	$	2

Schedule of Assumptions Used

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

Combined U.S. and significant non-U.S. Plans	Pension Benefits				Postretirement Benefits
March 31,	2012		2011		2012		2011
Weighted average assumptions:
Expected return on plan assets	8.04	%	8.18	%	—	%	—	%
Discount rate	4.91	%	5.59	%	5.05	%	5.84	%
Rate of compensation increase	3.09	%	4.09	%	—	%	—	%

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Acquisitions (Pro-Forma Information) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Acquisitions [Abstract]
Revenue	$ 3,058	$ 2,929
Income from continuing operations	355	315
Net income attributable to the Company	$ 348	$ 321
Basic net income per share - Continuing operations (in dollars per share)	$ 0.64	$ 0.56
Basic net income per share - Net income attributable to the Company (in dollars per share)	$ 0.64	$ 0.59
Diluted net income per share - Continuing operations (in dollars per share)	$ 0.63	$ 0.56
Diluted net income per share - Net income attributable to the Company (in dollars per share)	$ 0.63	$ 0.58

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Restructuring Costs

3 Months Ended

Mar. 31, 2012

Restructuring Costs [Abstract]

Restructuring Costs

Restructuring Costs

The Company recorded total restructuring costs of $4 million in the first three months of 2012, the majority of which related to severance.

Details of the activity from January 1, 2011 through March 31, 2012 regarding restructuring activities, which includes liabilities from actions prior to 2012, are as follows:

(In millions of dollars)	Liability at 1/1/11		Amounts Accrued		Cash Paid			Other			Liability at 12/31/11		Amounts Accrued		Cash Paid			Other			Liability at 3/31/12
Severance	$	40	$	29	$	(40	)	$	(2	)	$	27	$	4	$	(20	)	$	6		$	17
Future rent under non-cancelable leases and other costs	171		22		(42		)	3			154		—		(9		)	(3		)	142
Total	$	211	$	51	$	(82	)	$	1		$	181	$	4	$	(29	)	$	3		$	159

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.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In the first quarter of 2012, the Company adopted new accounting guidance related to the presentation of Comprehensive Income. The new guidance gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

On December 23, 2011, the FASB issued an update that indefinitely defers the provisions in this guidance related to the presentation of reclassification adjustments. Other than enhanced disclosure, adoption of this new guidance will not have a material affect on the Company's financial statements.

In January 2012, the Company adopted guidance issued by the FASB on accounting and disclosure requirements related to fair value measurements. The guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes, the sensitivity of the fair value to changes in unobservable inputs and the hierarchy classification, valuation techniques, and inputs for assets and liabilities whose fair value is only disclosed in the footnotes.

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.

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Acquisitions (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			3 Months Ended						3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Feb. 29, 2012 Acquisition Yokogawa-ORC [Member]	Mar. 31, 2012 Business Acquisition [Member]	Mar. 31, 2012 Purchase Consideration for Acquisitions During the Period [Member]	Mar. 31, 2011 Purchase Consideration for Acquisitions During the Period [Member]	Mar. 31, 2012 Cash [Member]	Mar. 31, 2012 Released Cash Held in Escrow [Member]	Mar. 31, 2011 Prior Years Acquisitions [Member]	Mar. 31, 2012 Risk and Insurance Services [Member] Acquisitions	Mar. 31, 2011 Risk and Insurance Services [Member] Acquisitions	Mar. 31, 2012 Consulting [Member] Acquisitions	Mar. 31, 2011 Consulting [Member] Acquisitions
Number of acquisitions made (in acquisitions)										3	7	3	5
Business combination remaining percent acquired			49.00%
Total Consideration	$ 148	$ 106			$ 148
Cash	135					93	73	62
Contingent consideration	(13)	(13)				13
Revenue target period, in years	two to four years
Revenue target period minimum (in years)	2 years
Revenue target period maximum (in years)	4 years
Deferred purchase consideration					20	13			14
Revenue related to acquisitions	3,058	2,929		20
Net operating income related to acquisitions	$ 355	$ 315		$ 1

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Fiduciary Assets And Liabilities (Details) (USD $)	3 Months Ended	12 Months Ended	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Risk and Insurance Services [Member]	Mar. 31, 2011 Risk and Insurance Services [Member]	Mar. 31, 2012 Consulting [Member]	Mar. 31, 2011 Consulting [Member]
Interest on fiduciary funds			$ 11,000,000	$ 12,000,000	$ 1,000,000	$ 1,000,000
Fixed income securities in fiduciary assets	42,000,000	62,000,000
Unrealized gains, net of tax	0	2,000,000
Net uncollected premiums and claims receivable and payable	10,000,000,000	9,000,000,000
Assets in trusts or funds for management or trustee fee					$ 16,000,000,000

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2010
Statement of Financial Position [Abstract]
Fixed assets, accumulated depriciation and amortization	$ 1,535	$ 1,469
Preferred stock, par value	$ 1	$ 1
Preferred stock, shares authorized	6,000,000	6,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 1	$ 1
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	560,641,640	560,641,640
Treasury shares, shares	14,711,644	21,463,226

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Principles Of Consolidation And Other Matters

3 Months Ended

Mar. 31, 2012

Principles Of Consolidation And Other Matters [Abstract]

Principles Of Consolidation And Other Matters

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, 2011 (the “2011 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-month periods ended March 31, 2012 and 2011.

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 $20 million and $18 million for the three months ended March 31, 2012 and 2011, respectively.

The Company has an investment in Trident II limited partnership, a private equity investment fund. At March 31, 2012, the Company’s investment in Trident II was approximately $96 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 first quarter of 2012 was 30.2%. The rate reflects non-U.S. earnings subject to tax at rates below the U.S. statutory rate, including the effect of the repatriation of certain non-U.S. earnings. The 28.6% effective tax rate for the first quarter of 2011 includes a benefit from the effective settlement of the IRS audit for 2006 to 2008. Excluding this benefit, the effective tax rate for the first quarter of 2011 was 31.6%.

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

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in the tax return. The Company’s gross unrecognized tax benefits increased from $143 million at December 31, 2011 to $144 million at March 31, 2012. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $60 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

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Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012		Dec. 31, 2011
Financial instruments owned:
Exchange traded equity securities	$ 0		$ 0
Mutual funds	135	[1]	134	[1]
Money market funds	173	[2]	226	[2]
Interest rate swap derivatives	6	[3]	7	[3]
Total assets measured at fair value	314		367
Fiduciary Assets:
State and local obligations (including non-U.S. locales)	8		13
Other sovereign government obligations and supranational agencies	34		47
Corporate and other debt	0		2
Money market funds	170		186
Total fiduciary assets measured at fair value	212		248
Liabilities:
Contingent consideration liability	108	[4]	110	[4]
Senior Notes due 2014	256	[5]	257	[5]
Total liabilities measured at fair value	364		367
Identical Assets (Level 1) [Member]
Financial instruments owned:
Exchange traded equity securities	0		0
Mutual funds	135	[1]	134	[1]
Money market funds	173	[2]	226	[2]
Interest rate swap derivatives	0		0
Total assets measured at fair value	308		360
Fiduciary Assets:
State and local obligations (including non-U.S. locales)	0		0
Other sovereign government obligations and supranational agencies	0		0
Corporate and other debt	0		0
Money market funds	170		186
Total fiduciary assets measured at fair value	170		186
Liabilities:
Contingent consideration liability	0		0
Senior Notes due 2014	0		0
Total liabilities measured at fair value	0		0
Observable Inputs (Level 2) [Member]
Financial instruments owned:
Exchange traded equity securities	0		0
Mutual funds	0		0
Money market funds	0		0
Interest rate swap derivatives	6	[3]	7	[3]
Total assets measured at fair value	6		7
Fiduciary Assets:
State and local obligations (including non-U.S. locales)	8		13
Other sovereign government obligations and supranational agencies	34		47
Corporate and other debt	0		2
Money market funds	0		0
Total fiduciary assets measured at fair value	42		62
Liabilities:
Contingent consideration liability	0		0
Senior Notes due 2014	256	[5]	257	[5]
Total liabilities measured at fair value	256		257
Unobservable Inputs (Level 3) [Member]
Financial instruments owned:
Exchange traded equity securities	0		0
Mutual funds	0		0
Money market funds	0		0
Interest rate swap derivatives	0		0
Total assets measured at fair value	0		0
Fiduciary Assets:
State and local obligations (including non-U.S. locales)	0		0
Other sovereign government obligations and supranational agencies	0		0
Corporate and other debt	0		0
Money market funds	0		0
Total fiduciary assets measured at fair value	0		0
Liabilities:
Contingent consideration liability	108	[4]	110	[4]
Senior Notes due 2014	0		0
Total liabilities measured at fair value	$ 108		$ 110

[1] Included in other assets in the consolidated balance sheets.

[2] Included in cash and cash equivalents in the consolidated balance sheets.

[3] Included in other receivables in the consolidated balance sheets.

[4] Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.

[5] Included in long term debt in the consolidated balance sheets.

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Financial Instruments (Estimated Fair Value Of Significant Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Financial Instruments [Abstract]
Cash and cash equivalents	$ 1,410	$ 2,113
Cash and cash equivalents, fair value	1,410	2,113
Long-term investments, carrying amount	61	58
Long-term investments, fair value	61	58
Short-term debt, carrying amount	259	260
Short-term debt, fair value	267	261
Long-term debt	2,664	2,668
Long-term debt, fair value	$ 2,954	$ 2,958

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Per Share Data (Tables)

3 Months Ended

Mar. 31, 2012

Per Share Data [Abstract]

Basic EPS Calculation Continuing Operations

Basic EPS Calculation - Continuing Operations
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income from continuing operations	$	354	$	319
Less: Net income attributable to non-controlling interests	7		6
Net income from continuing operations attributable to the Company	347		313
Less: Portion attributable to participating securities	2		3
Net income attributable to common shares for basic earnings per share	$	345	$	310
Basic weighted average common shares outstanding	542		544

Basic EPS Calculation Net Income

Basic EPS Calculation - Net Income
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income attributable to the Company	$	347	$	325
Less: Portion attributable to participating securities	1		3
Net income attributable to common shares for basic earnings per share	$	346	$	322
Basic weighted average common shares outstanding	542		544

Diluted EPS Calculation Continuing Operations

Diluted EPS Calculation - Continuing Operations
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income from continuing operations	$	354	$	319
Less: Net income attributable to non-controlling interests	7		6
Net income from continuing operations attributable to the Company	347		313
Less: Portion attributable to participating securities	2		3
Net income attributable to common shares for diluted earnings per share	$	345	$	310
Basic weighted average common shares outstanding	542		544
Dilutive effect of potentially issuable common shares	9		8
Diluted weighted average common shares outstanding	551		552
Average stock price used to calculate common stock equivalents	$	31.95	$	28.90

Diluted EPS Calculation Net Income

Diluted EPS Calculation - Net Income
For the Three Months Ended March 31,
(In millions, except per share figures)	2012		2011
Net income attributable to the Company	$	347	$	325
Less: Portion attributable to participating securities	1		3
Net income attributable to common shares for diluted earnings per share	$	346	$	322
Basic weighted average common shares outstanding	542		544
Dilutive effect of potentially issuable common shares	9		8
Diluted weighted average common shares outstanding	551		552
Average stock price used to calculate common stock equivalents	$	31.95	$	28.90

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2012

Segment Information [Abstract]

Selected Information And Details For MMC's Operating Segments

Selected information about the Company’s operating segments for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31, (In millions of dollars)	Revenue				Operating Income (Loss)
2012 –
Risk and Insurance Services	$	1,747		(a)	$	417
Consulting	1,313			(b)	159
Total Operating Segments	3,060				576
Corporate / Eliminations	(9		)		(49		)
Total Consolidated	$	3,051			$	527
2011–
Risk and Insurance Services	$	1,634		(a)	$	383
Consulting	1,261			(b)	128
Total Operating Segments	2,895				511
Corporate / Eliminations	(11		)		(39		)
Total Consolidated	$	2,884			$	472

^(a)  Includes inter-segment revenue of $1 million in both 2012 and 2011, interest income on fiduciary funds of $11 million and $12 million in 2012 and 2011, respectively, and equity method income of $1 million and $2 million in 2012 and 2011, respectively.

^(b)  Includes inter-segment revenue of $8 million and $10 million in 2012 and 2011, respectively, and interest income on fiduciary funds of $1 million in both 2012 and 2011.

Details Of Operating Segment Revenue

Details of operating segment revenue for the three-month periods ended March 31, 2012 and 2011 are as follows:

For the Three Months Ended March 31,
(In millions of dollars)	2012			2011
Risk and Insurance Services
Marsh	$	1,388		$	1,292
Guy Carpenter	359			342
Total Risk and Insurance Services	1,747			1,634
Consulting
Mercer	957			922
Oliver Wyman Group	356			339
Total Consulting	1,313			1,261
Total Operating Segments	3,060			2,895
Corporate/ Eliminations	(9		)	(11		)
Total	$	3,051		$	2,884

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Debt

3 Months Ended

Mar. 31, 2012

Debt [Abstract]

Debt

Debt

The Company’s outstanding debt is as follows:

(In millions of dollars)	March 31, 2012		December 31, 2011
Short-term:
Current portion of long-term debt	$	259	$	260
Long-term:
Senior notes – 6.25% due 2012 (5.1% effective interest rate)	$	—	$	250
Senior notes – 4.850% due 2013	250		251
Senior notes – 5.875% due 2033	296		296
Senior notes – 5.375% due 2014	326		326
Senior notes – 5.75% due 2015	479		479
Senior notes – 2.30% due 2017	248		—
Senior notes – 9.25% due 2019	398		398
Senior notes – 4.80% due 2021	496		496
Mortgage – 5.70% due 2035	429		431
Other	1		1
	2,923		2,928
Less current portion	259		260
	$	2,664	$	2,668

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

During the first quarter of 2012 the Company repaid its 6.25% fixed rate $250 million senior notes that matured. The Company used proceeds from the issuance of 2.3% five-year $250 million senior notes in the first quarter of 2012 to fund the maturing notes.

The Company and certain of its foreign subsidiaries maintain a $1.0 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2012.

Derivative Financial Instruments

In February 2011, the Company entered into two$125 million3.5-year interest rate swaps to hedge changes in the fair value of the first $250 million of the outstanding 5.375% senior notes due in 2014.

Under the terms of the swaps, the counter-parties will pay the Company a fixed rate of 5.375% and the Company will pay interest at a floating rate of three-month LIBOR plus a fixed spread of 3.726%. The maturity date of the senior notes and the swaps match exactly. The floating rate resets quarterly, with every second reset occurring on the interest payment date of the senior notes. The swaps net settle every six months on the senior note coupon payment dates. The swaps are designated as fair value hedging instruments and are deemed to be perfectly effective in accordance with applicable accounting guidance. The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps are reflected in the carrying value of the interest rate swaps and in the consolidated balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal amount. The gain or (loss) on the hedged item (fixed rate debt) and the offsetting gain or (loss) on the interest rate swaps for the period ended March 31, 2012 are as follows:

Income statement classification (In millions of dollars)	Loss on Swaps			Gain on Notes		Net Income Effect
Other Operating Expenses	$	(1	)	$	1	$	—

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