10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2011

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036

(212) 345-5000

Commission file number 1-5998

State of Incorporation: Delaware

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

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

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

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

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

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

As of April 30, 2011, there were outstanding 548,481,740 shares of common stock, par value $1.00 per share, of the registrant.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

¡ the 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 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 pending anti-bribery law in the UK, local laws prohibiting corrupt payments to government officials, as well as various trade sanctions laws;

¡ the impact of competition, including with respect to pricing;

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

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

¡ changes in applicable tax or accounting requirements; and

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

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

2

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		4
ITEM 1.	FINANCIAL STATEMENTS	4
	CONSOLIDATED STATEMENTS OF INCOME	4
	CONSOLIDATED BALANCE SHEETS	5
	CONSOLIDATED BALANCE SHEETS (Continued)	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS	7
	CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME	8
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	40
ITEM 4.	CONTROLS & PROCEDURES	43
PART II. OTHER INFORMATION		44
ITEM 1.	LEGAL PROCEEDINGS	44
ITEM 1A.	RISK FACTORS	44
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	44
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	45
ITEM 4.	OTHER INFORMATION	45
ITEM 5.	EXHIBITS	45

3

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)	2011			2010
Revenue		$2,884			$2,635
Expense:
Compensation and benefits		1,721			1,575
Other operating expenses		691			635
Operating expenses		2,412			2,210
Operating income		472			425
Interest income		7			4
Interest expense		(51	)		(60	)
Investment income		19			8
Income before income taxes		447			377
Income taxes		128			103
Income from continuing operations		319			274
Discontinued operations, net of tax		12			(22	)
Net income before non-controlling interests		331			252
Less: Net income attributable to non-controlling interests		6			4
Net income attributable to the Company		$   325			$   248
Basic net income per share – Continuing operations		$  0.57			$  0.50
– Net income attributable to the Company		$  0.59			$  0.46
Diluted net income per share – Continuing operations		$  0.56			$  0.49
– Net income attributable to the Company		$  0.58			$  0.45
Weighted average number of shares outstanding – Basic		544			533
– Diluted		552			536
Shares outstanding at March 31,		548			541
Dividends declared per share		$  0.42			$  0.40

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

4

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions of dollars)	March 31, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents		$  1,330			$  1,894
Receivables
Commissions and fees		2,704			2,544
Advanced premiums and claims		87			96
Income tax receivable		326			323
Other		216			186
		3,333			3,149
Less-allowance for doubtful accounts and cancellations		(121	)		(114	)
Net receivables		3,212			3,035
Other current assets		394			347
Total current assets		4,936			5,276
Goodwill and intangible assets		6,993			6,823
Fixed assets (net of accumulated depreciation and amortization of $1,461 at March 31, 2011 and $1,411 at December 31, 2010)		828			822
Pension related assets		344			265
Deferred tax assets		1,091			1,205
Other assets		881			919
		$15,073			$15,310

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

5

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(Unaudited)

(In millions of dollars)	March 31, 2011			December 31, 2010
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt		$     261			$         8
Accounts payable and accrued liabilities		1,796			1,741
Accrued compensation and employee benefits		667			1,294
Accrued income taxes		49			62
Dividends payable		116			—
Total current liabilities		2,889			3,105
Fiduciary liabilities		4,272			3,824
Less – cash and investments held in a fiduciary capacity		(4,272	)		(3,824	)
		—			—
Long-term debt		2,771			3,026
Pension, retirement and postemployment benefits		1,220			1,211
Liabilities for errors and omissions		452			430
Other liabilities		1,054			1,123
Commitments and contingencies
Equity:
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued		—			—
Common stock, $1 par value, authorized 1,600,000,000 shares, issued 560,641,640 shares at March 31, 2011 and December 31, 2010		561			561
Additional paid-in capital		1,050			1,185
Retained earnings		7,528			7,436
Accumulated other comprehensive loss		(2,183	)		(2,300	)
Non-controlling interests		58			47
		7,014			6,929
Less – treasury shares, at cost, 12,533,907 shares at March 31, 2011 and 20,132,120 December 31, 2010		(327	)		(514	)
Total equity		6,687			6,415
		$15,073			$15,310

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

6

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended March 31, (In millions of dollars)	2011			2010
Operating cash flows:
Net income before non-controlling interests		$   331			$   252
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software		67			80
Amortization of intangible assets		16			17
Provision for deferred income taxes		110			100
Gain on investments		(19	)		(8	)
Loss on disposition of assets		—			26
Stock option expense		7			6
Changes in assets and liabilities:
Net receivables		(172	)		(73	)
Other current assets		(73	)		(7	)
Other assets		(45	)		(63	)
Accounts payable and accrued liabilities		68			64
Accrued compensation and employee benefits		(627	)		(682	)
Accrued income taxes		(20	)		(37	)
Other liabilities		50			15
Effect of exchange rate changes		(69	)		59
Net cash used for operations		(376	)		(251	)
Financing cash flows:
Repayments of debt		(2	)		(2	)
Purchase of non-controlling interests		(13	)		(15	)
Shares withheld for taxes on vested units – treasury shares		(85	)		(40	)
Issuance of common stock		89			10
Dividends paid		(117	)		(109	)
Net cash used for financing activities		(128	)		(156	)
Investing cash flows:
Capital expenditures		(67	)		(80	)
Net sales of long-term investments		—			19
Proceeds from sales of fixed assets		1			1
Dispositions		1			110
Acquisitions (including amounts paid into escrow)		(104	)		(197	)
Other, net		1			5
Net cash used for investing activities		(168	)		(142	)
Effect of exchange rate changes on cash and cash equivalents		108			(61	)
Decrease in cash and cash equivalents		(564	)		(610	)
Cash and cash equivalents at beginning of period		1,894			1,777
Cash and cash equivalents at end of period		$1,330			$1,167
Cash and cash equivalents – reported as discontinued operations		—			63
Cash and cash equivalents – continuing operations		$1,330			$1,104

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

7

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME

(Unaudited)

For the Three Months Ended March 31, (In millions, except per share figures)	2011			2010
COMMON STOCK
Balance, beginning and end of year		$    561			$    561
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year		$ 1,185			$ 1,211
Change in accrued stock compensation costs		(129	)		(71	)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact		(6	)		(16	)
Issuance of shares for acquisitions		—			(15	)
Balance, end of period		$ 1,050			$ 1,109
RETAINED EARNINGS
Balance, beginning of year		$ 7,436			$ 7,033
Net income attributable to the Company (a)		325			248
Dividend equivalents paid		(4	)		(4	)
Dividends declared – (per share amounts: $0.42 in 2011 and $0.40 in 2010)		(229	)		(215	)
Balance, end of period		$ 7,528			$ 7,062
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year		$(2,300	)		$(2,171	)
Foreign currency translation adjustments (b)		171			(185	)
Unrealized investment holding losses, net of reclassification adjustments (c)		(3	)		(8	)
Net changes under benefit plans, net of tax (d)		(51	)		118
Balance, end of period		$(2,183	)		$(2,246	)
TREASURY SHARES
Balance, beginning of year		$   (514	)		$   (806	)
Issuance of shares under stock compensation plans and employee stock purchase plans		187			105
Issuance of shares for acquisitions		—			192
Balance, end of period		$   (327	)		$   (509	)
NON-CONTROLLING INTERESTS
Balance, beginning of year		$      47			$      35
Net Income attributable to non-controlling interests, net of discontinued operations (e)		6			4
Other changes		5			(2	)
Balance, end of period		$      58			$      37
TOTAL EQUITY		$ 6,687			$ 6,014
TOTAL COMPREHENSIVE INCOME (LOSS) (a+b+c+d+e)		$    448			$    177

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

8

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    Nature of Operations

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

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

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

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

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

The Consulting segment provides advice and services to the managements of organizations in the area of human resource consulting, comprising retirement and investments, health and benefits, outsourcing and talent; and strategy and risk management consulting, comprising management, economic and brand consulting. The Company conducts business in this segment through Mercer and Oliver Wyman Group. In the first quarter of 2011, Mercer acquired Hammond Associates, an investment consulting company for endowments and foundations in the U.S. In July 2010, Mercer acquired Innovative Process Administration (“IPA”), a provider of health and benefit recordkeeping and employee enrollment technology. In August 2010, Mercer acquired ORC Worldwide, a premier provider of HR knowledge, data and solutions for professionals in numerous industries.

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

With the sale of Kroll in August 2010, along with previous divestiture transactions between 2008 and 2010, the Company has divested its entire Risk Consulting & Technology segment (“CARG”). The run-off of the Company’s involvement in the CARG businesses, in which the Company has “continuing involvement” as defined in SEC Staff Accounting Bulletin Topic 5e, is now

9

managed by the Company’s corporate departments. Consequently, the financial results of the CARG businesses are included in “Corporate” for segment reporting purposes.

2.    Principles of Consolidation and Other Matters

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

The financial information contained herein reflects all adjustments consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s results of operations for the three-month periods ended March 31, 2011 and 2010.

Investment Income

The caption “investment income” in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in current earnings. It includes, when applicable, other than temporary declines in the value of 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. Equity method gains/(losses) of $18 million and $(1) million are included in this line in 2011 and 2010, respectively.

The Company has an investment in Trident II limited partnership, a private equity investment fund. At March 31, 2011, the Company’s investment in Trident II was approximately $150 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 $80 million. Since this fund is closed to new investments, none of the remaining capital commitment is expected to be called.

Income Taxes

The Company reported a 28.6% effective tax rate in the first quarter of 2011. The effective tax rate includes a benefit from the effective settlement of the IRS audit for 2006 through 2008. Excluding this benefit, the effective tax rate for the first quarter of 2011 was 31.6%.

The Company reported a 27.3% effective tax rate in the first quarter of 2010. The effective rate reflects the impact of the release of valuation allowances in international jurisdictions. Excluding this benefit, the effective tax rate for the first quarter of 2010 was 30.3%.

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

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in the tax return. The Company’s gross unrecognized tax benefits decreased from $199 million at December 31, 2010 to $145 million at March 31, 2011, primarily reflecting the effective settlement of issues on audit. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $15 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

10

Other Matters Impacting Results in Prior Periods

In December 2009, the U.S. District Court for the Southern District of New York approved the settlement of a purported securities class action lawsuit against the Company, Marsh and certain of their former officers and directors based on allegations similar to those made by the New York Attorney General against the Company in October 2004. Under the terms of the settlement agreement, the Company agreed to pay $425 million, $205 million of which was covered by insurance.

In June 2010, the Company settled a lawsuit brought by the Alaska Retirement Management Board against Mercer. Under the terms of the settlement agreement, Mercer paid $500 million, of which $100 million was covered by insurance.

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 $12 million and $11 million for the three-month periods ended March 31, 2011 and 2010, respectively. The Consulting segment recorded fiduciary interest income of $1 million in the three-month periods ended March 31, 2011 and 2010, respectively. 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 $232 million and $283 million of fixed income securities classified as available for sale at March 31, 2011 and December 31, 2010, respectively. Unrealized gains or losses from available for sale securities are recorded in other comprehensive income until the securities are disposed of, or mature. Unrealized gains, net of tax, were $3 million and $5 million at March 31, 2011 and December 31, 2010, respectively.

Net uncollected premiums and claims and the related payables amounted to $9.3 billion at March 31, 2011 and $9.1 billion at December 31, 2010. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Net uncollected premiums and claims and the related payables are, therefore, not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.

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

4.    Per Share Data

Under the accounting guidance which applies to the calculation of earnings per share (“EPS”) for share-based payment awards with rights to dividends or dividend equivalents, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of basic and dilutive EPS using the two-class method.

11

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

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

Basic EPS Calculation Continuing Operations
For the Three Months Ended March 31, (In millions)	2011		2010
Net income from continuing operations		$   319		$   274
Less: Net income attributable to non-controlling interests		6		4
Net income from continuing operations attributable to the Company		313		270
Less: Portion attributable to participating securities		3		6
Net income attributable to common shares for basic earnings per share		$   310		$   264
Basic weighted average common shares outstanding		544		533

Basic EPS Calculation Net Income
For the Three Months Ended March 31, (In millions)	2011		2010
Net income attributable to the Company		$   325		$   248
Less: Portion attributable to participating securities		3		5
Net income attributable to common shares for basic earnings per share		$   322		$   243
Basic weighted average common shares outstanding		544		533

Diluted EPS Calculation Continuing Operations
For the Three Months Ended March 31, (In millions, except per share figures)	2011		2010
Net income from continuing operations		$   319		$   274
Less: Net income attributable to non-controlling interests		6		4
Net income from continuing operations attributable to the Company		313		270
Less: Portion attributable to participating securities		3		6
Net income attributable to common shares		$   310		$   264
Basic weighted average common shares outstanding		544		533
Dilutive effect of potentially issuable common shares		8		3
Diluted weighted average common shares outstanding		552		536
Average stock price used to calculate common stock equivalents		$28.90		$22.83

12

Diluted EPS Calculation Net Income
For the Three Months Ended March 31, (In millions, except per share figures)	2011		2010
Net income attributable to the Company		$   325		$   248
Less: Portion attributable to participating securities		3		5
Net income attributable to common shares		$   322		$   243
Basic weighted average common shares outstanding		544		533
Dilutive effect of potentially issuable common shares		8		3
Diluted weighted average common shares outstanding		552		536
Average stock price used to calculate common stock equivalents		$28.90		$22.83

There were 42.4 million and 47.2 million stock options outstanding as of March 31, 2011 and 2010, respectively.

5.    Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2011 and 2010.

(In millions of dollars)	2011			2010
Assets acquired, excluding cash		$124			$260
Liabilities assumed		(21	)		(36	)
Shares issued (7.4 million shares in 2010)		—			(178	)
Contingent/deferred purchase consideration		(13	)		(55	)
Subtotal		90			(9	)
Deferred purchase consideration from prior year acquisitions		14			12
Cash paid into escrow for future acquisitions		—			194
Net cash outflow for acquisitions		$104			$197
(In millions of dollars)	2011			2010
Interest paid		$  72			$  86
Income taxes paid		$  85			$  69

The Company had non-cash issuances of common stock under its share-based payment plan of $177 million and $119 million for the three months ended March 31, 2011 and 2010, respectively. The Company recorded stock-based compensation expense related to equity awards of $40 million and $42 million for the three month periods ended March 31, 2011 and 2010, respectively.

On March 31, 2010, the Company paid $194 million into an escrow fund for an acquisition that closed on April 1, 2010. This amount is reported as an investing cash outflow in the consolidated statement of cash flows in 2010.

The consolidated statement of cash flows for the period ended March 31, 2010 includes the cash flow impact of discontinued operations in each cash flow category. The cash flow impact of discontinued operations from the operating, financing and investing cash flow categories in 2010 is as follows:

13

For the Year Ended March 31, (In millions of dollars)	2010
Net cash (used for) provided by operations		$ 1
Net cash used for investing activities		$(5	)
Effect of exchange rate changes on cash and cash equivalents		$(3	)

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

6.    Comprehensive Income (Loss)

The components of comprehensive income (loss) for the three-month periods ended March 31, 2011 and 2010 are as follows:

(In millions of dollars)	2011			2010
Foreign currency translation adjustments, net of income tax expense ($2 for 2011 and $0 for 2010, respectively)		$171			$(185	)
Unrealized investment holding losses, net of income tax credit ($1 for 2011 and $3 for 2010, respectively)		(3	)		(8	)
(Losses) gains related to pension/retiree plans, net of income tax credit (expense) ($13 for 2011 and $(43) for 2010, respectively)		(51	)		118
Other comprehensive income (loss)		117			(75	)
Net income before non-controlling interests		331			252
Comprehensive income before non-controlling interests		448			177
Less: Comprehensive loss attributable to non-controlling interests		(6	)		(4	)
Comprehensive income attributable to the Company		$442			$ 173

7.    Acquisitions

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

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

Total purchase consideration for these acquisitions 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 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 $14 million of deferred purchase consideration related to acquisitions made in prior years.

14

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

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

Cash	$  93
Marsh & McLennan Companies common shares	—
Contingent consideration	13
Total Consideration	$106
Allocation of purchase price:
Cash and cash equivalents	$    3
Accounts receivable, net	6
Property, plant, and equipment	2
Other assets	—
Intangible assets	48
Goodwill	68
Total assets acquired	127
Current liabilities	12
Other liabilities	9
Total liabilities assumed	21
Net assets acquired	$106

Prior Year Acquisitions

During the first quarter of 2010, the Company made two acquisitions in its Risk and Insurance Services segment. In February 2010, Marsh acquired Haake Companies, Inc., an independent insurance broking firm in the Midwest. In March 2010, Marsh acquired Thomas Rutherfoord, Inc., an insurance broking firm in the Southeast and mid-Atlantic regions in the U.S. These acquisitions were made to expand Marsh’s share in the middle-market through Marsh & McLennan Agency. Total purchase consideration for these two acquisitions was $253 million which consisted of cash paid of $20 million, the issuance of 7.4 million shares with a fair value of $178 million, and estimated contingent consideration of $55 million.

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

Pro-Forma Information

The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2010 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, 2010. The pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

15

	Period Ended March 31,
(In millions, except per share data)	2011		2010
Revenue		$2,885		$2,755
Income from continuing operations		$   319		$   279
Net income attributable to the Company		$   325		$   253
Basic net income per share:
– Continuing operations		$  0.57		$  0.50
– Net income attributable to the Company		$  0.59		$  0.46
Diluted net income per share:
– Continuing operations		$  0.56		$  0.50
– Net income attributable to the Company		$  0.58		$  0.46

The Consolidated Statement of Income for the three months ended March 31, 2011 includes approximately $17 million of revenue and $3 million of net operating income related to acquisitions made during 2011.

8.    Dispositions

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

Kroll’s results of operations are reported as discontinued operations in the Company’s consolidated statements of income. The three months ended March 31, 2010 also includes the loss on the sale of KLS which includes the tax provision of $36 million on the sale. 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.

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

For the Years Ended March 31, (In millions of dollars)	2011			2010
Kroll Operations
Revenue		$    —			$  162
Expense		—			147
Net operating income		—			15
Income tax		—			15
Income from Kroll operations, net of tax		—			—
Other discontinued operations, net of tax		—			—
Income (loss) from discontinued operations, net of tax		—			—
Disposals of discontinued operations		—			15
Income tax (credit) expense		(12	)		37
Disposals of discontinued operations, net of tax		12			(22	)
Discontinued operations, net of tax		$   12			$   (22	)
Discontinued operations, net of tax per share
– Basic		$0.02			$(0.04	)
– Diluted		$0.02			$(0.04	)

16

9.    Goodwill and Other Intangibles

The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment test for each of its reporting units during the third quarter of each year. Fair values of the reporting units are estimated using a market approach or a discounted cash flow model. Carrying values for the reporting units are based on balances at the prior quarter end and include directly identified assets and liabilities as well as an allocation of those assets and liabilities not recorded at the reporting unit level.

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

Changes in the carrying amount of goodwill are as follows:

(In millions of dollars)	2011		2010
Balance as of January 1,(a)	$	6,420	$	5,990
Goodwill acquired		68		157
Other adjustments (b)		69		(62	)
Balance at March 31	$	6,557	$	6,085

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

^(b)  Primarily foreign exchange.

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

Amortized intangible assets consist of the cost of client lists, client relationships and trade names acquired. The gross cost and accumulated amortization is as follows:

March 31, 2011

December 31, 2010

(In millions of dollars)

Gross Cost

Accumulated Amortization

Net Carrying Amount

Gross Cost

Accumulated Amortization

Net Carrying Amount

Amortized intangibles

$656

$220

$436

$615

$212

$403

Aggregate amortization expense for the three months ended March 31, 2011 and 2010 was $16 million and $10 million, respectively, and the estimated future aggregate amortization expense is as follows:

For the Years Ending December 31, (In millions of dollars)	Estimated Expense
2011 (excludes amortization through March 31, 2011)		$  49
2012		62
2013		57
2014		51
2015		41
Subsequent years		176
		$436

17

10.    Fair Value Measurements

Fair Value Hierarchy

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

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

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

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

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

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

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

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

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

Assets and liabilities utilizing Level 2 inputs include corporate and mutual funds and senior notes.

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

18

Valuation Techniques

Equity Securities & Mutual Funds

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

Other Sovereign Government Obligations, Municipal Bonds and Corporate Bonds

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

Interest Rate Swap Derivative

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

Senior Notes due 2014

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

Contingent Consideration Liability

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

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, 2011 and December 31, 2010.

19

(In millions of dollars)	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
	3/31/11		12/31/10		3/31/11		12/31/10		3/31/11		12/31/10		3/31/11		12/31/10
Assets:
Financial instruments owned:
Exchange traded equity securities (a)		$  —		$    1		$  —		$  —		$  —		$  —		$  —		$    1
Mutual funds (a)		139		137		—		—		—		—		139		137
Medium term bond funds and fixed income securities (a)		—		—		—		—		—		—		—		—
Money market funds (b)		2		8		—		—		—		—		2		8
Interest rate swap derivatives (a)		—		—		—		—		—		—		—		—
Total assets measured at fair value		$141		$146		$  —		$  —		$  —		$  —		$141		$146
Fiduciary Assets:
State and local obligations (including non-U.S. locales)		$  —		$  —		$  52		$  68		$  —		$  —		$52		$  68
Other sovereign government obligations and supranational agencies		—		—		167		185		—		—		167		185
Corporate and other debt		—		—		13		30		—		—		13		30
Money market funds		225		152		—		—		—		—		225		152
Total fiduciary assets measured at fair value		$225		$152		$232		$283		$  —		$  —		$457		$435
Liabilities:
Contingent consideration liability (c)		$  —		$  —		$  —		$  —		$106		$106		$106		$106
Senior Notes due 2014 (d)		$  —		$  —		$250		$  —		$  —		$  —		$250		$  —
Total liabilities measured at fair value		$  —		$  —		$250		$  —		$106		$106		$356		$106

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

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

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

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

During the three month period ended March 31, 2011, there were no assets that transferred between Level 1 and Level 2.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the quarter ended March 31, 2011 that represents contingent consideration related to acquisitions:

	Fair Value, Beginning of Period		Additions		Payments			Revaluation Impact			Fair Value, End of Period
Contingent consideration		$106		$14		$(6	)		$(8	)		$106

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

11.    Retirement Benefits

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.

20

The target asset allocation for the U.S. Plan is 58% equities and 42% fixed income. At the end of the first quarter of 2011, the actual allocation for the U.S. Plan was 62% equities and 38% fixed income. The target asset allocation for the U.K. Plan, which comprises approximately 82% of non-U.S. Plan assets, is 58% equities and 42% fixed income. At the end of the first quarter of 2011, the actual allocation for the U.K. Plan was 59% equities and 41% fixed income.

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

Combined U.S. and significant non-U.S. Plans For the Three Months Ended March 31,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011			2010
Service cost		$   56			$   50			$  2			$  1
Interest cost		152			145			3			3
Expected return on plan assets		(221	)		(204	)		—			—
Amortization of prior service credit		(5	)		(5	)		(3	)		(3	)
Recognized actuarial loss		55			35			—			—
Net periodic benefit cost		$   37			$   21			$  2			$  1

21

U.S. Plans only For the Three Months Ended March 31,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011			2010
Service cost		$    21			$  19			$  1			$  1
Interest cost		58			56			2			2
Expected return on plan assets		(79	)		(73	)		—			—
Amortization of prior service credit		(4	)		(4	)		(3	)		(3	)
Recognized actuarial loss		26			17			—			—
Net periodic benefit cost		$    22			$  15			$—			$—
Significant non-U.S. Plans only For the Three Months Ended March 31,	Pension Benefits						Postretirement Benefits
(In millions of dollars)	2011			2010			2011			2010
Service cost		$    35			$  31			$  1			$—
Interest cost		94			89			1			1
Expected return on plan assets		(142	)		(131	)		—			—
Amortization of prior service cost		(1	)		(1	)		—			—
Recognized actuarial loss		29			18			—			—
Net periodic benefit cost		$    15			$    6			$  2			$  1

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

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

The Company made $65 million of contributions to its U.S. non-qualified and non-U.S. pension plans in the first quarter of 2011 and expects to contribute approximately $255 million for the remainder of 2011 for these plans.

22

12.    Debt

The Company’s outstanding debt is as follows:

(In millions of dollars)	March 31, 2011		December 31, 2010
Short-term:
Current portion of long-term debt		$   261		$       8
Long-term:
Senior notes – 6.25% due 2012 (5.1% effective interest rate)		$   252		$   253
Senior notes – 4.850% due 2013		250		250
Senior notes – 5.875% due 2033		296		296
Senior notes – 5.375% due 2014		649		648
Senior notes – 5.75% due 2015		747		747
Senior notes – 9.25% due 2019		398		398
Mortgage – 5.70% due 2035		437		439
Other		3		3
		3,032		3,034
Less current portion		261		8
		$2,771		$3,026

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

In February 2011, the Company entered into two $125 million 3.5-year interest rate swaps to hedge changes in the fair value of the first $250 million of its 5.375% senior notes due in 2014. Under the terms of the swaps, the counterparties will pay the Company a fixed rate of 5.375% and the Company will pay interest at a floating rate of three-month LIBOR plus a fixed spread of 3.726%. The maturity date of the senior notes and the swaps will match exactly. The floating rate will reset quarterly, with every second reset occurring on the interest payment date of the senior notes. The swaps will net settle every six months on the senior note coupon payment dates. The swaps are designated as fair value hedging instruments and are deemed to be perfectly effective in accordance with applicable accounting guidance. The fair value of the swaps at inception were zero and subsequent changes in the fair value of the interest rate swaps are reflected in the carrying value of the interest rate swaps and in the consolidated balance sheet. The carrying value of the debt on the balance sheet is adjusted by an equal amount. The fair value of the interest rate swaps was essentially the same as the value at inception, therefore, no adjustments are required at March 31, 2011.

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.

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

On October 23, 2009, the Company and certain of its foreign subsidiaries entered into a $1.0 billion multi-currency three-year unsecured revolving credit facility, which replaced a $1.2 billion facility. The interest rate on this facility varies based upon the Company’s credit ratings and the Company’s credit default swap levels subject to floors and caps. The facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2011.

13.    Restructuring Costs

The Company recorded total restructuring costs of $4 million in the first quarter of 2011, primarily severance, including approximately $2 million related to cost reduction activities for acquisitions made in 2010.

23

Details of the activity from January 1, 2010 through March 31, 2011 regarding restructuring activities which includes liabilities from actions prior to 2011 are as follows:

(In millions of dollars)	Liability at 1/1/10		Amounts Accrued		Cash Paid			Liability at 12/31/10		Amounts Accrued		Cash Paid			Other (a)		Liability at 3/31/11
Severance		$  77		$  79		$(116	)		$  40		$  4		$(15	)		$1		$  30
Future rent under non-cancelable leases and other costs		182		62		(73	)		171		—		(15	)		3		159
Total		$259		$141		$(189	)		$211		$  4		$(30	)		$4		$189

^(a) Primarily foreign exchange

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

14.    Financial Instruments

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

	March 31, 2011				December 31, 2010
(In millions of dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents		$1,330		$1,330		$1,894		$1,894
Long-term investments		$     65		$     61		$     68		$     64
Short-term debt		$   261		$   268		$       8		$       8
Long-term debt		$2,771		$2,988		$3,026		$3,234

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

Long-term Investments: Long-term investments include available for sale securities recorded at quoted market prices, certain investments carried at cost and unrealized gains related to available for sale investments held in a fiduciary capacity as discussed below.

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

The Company had available for sale securities with an aggregate fair value of $22 million and $23 million at March 31, 2011 and December 31, 2010, respectively, which are carried at market value under ASC Topic No. 320. The Company had gross unrealized gains (pre-tax) on these securities of $7 million and $8 million included in accumulated other comprehensive

24

income at March 31, 2011 and December 31, 2010, respectively. The Company recorded no unrealized gains and $1 million of unrealized losses related to its available for sale securities for the three-month periods ended March 31, 2011. The Company had no unrealized gains or losses for the three-month periods ended March 31, 2010.

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 $4 million and $7 million at March 31, 2011 and December 31, 2010, respectively. The Company recognized no gross unrealized gains on these securities for the three months ended March 31, 2011 and 2010, respectively. For the three months ended March 31, 2011 and 2010, the Company recorded unrealized losses (pre-tax) of $3 million related to these investments. These amounts have been excluded from earnings and reported, net of deferred income taxes, in accumulated other comprehensive income (loss), which is a component of equity.

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

(In millions of dollars)	Three Months Ended March 31,
	2011		2010
Proceeds from the sale of available for sale securities		$1		$14

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

The Company also holds investments in certain private equity fund partnerships which are accounted for using the equity method and other investments that are held at cost. The Company recorded the following gains (losses) related to these investments:

(In millions of dollars)	Three Months Ended March 31,
	2011		2010
Equity method gains (losses)		$18		$(1	)
Gains on cost method investments		1		1
Gains from equity and cost method investments		19		—
Realized gains on available for sale securities		—		8
Investment income (loss)		$19		$ 8

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

15.    Common Stock

The Company did not purchase any shares of its common stock in the first quarter of 2011 and 2010.

In December 2010, the Company repurchased 3,365,889 shares of its common stock for a

25

total consideration of $85.5 million at an average price per share of $25.4028. The repurchased shares were reflected as an increase in treasury shares (a decrease in shares outstanding). This share repurchase was effected under a $500 million share repurchase authorization granted by the Company’s Board of Directors in September 2010. The Company remains authorized to repurchase additional shares of its common stock up to a value of $414.5 million. There is no time limit on this authorization.

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

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

Governmental Inquiries and Related Claims

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

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

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

26

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, 2011, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from us under the guarantee.

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

Putnam-related Matters

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

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

Kroll-related Matters

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

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

27

matters could have a material impact on the Company’s consolidated results of operations, financial condition or cash flows in a future period.

17.    Segment Information

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

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

¡ Consulting, comprising Mercer and Oliver Wyman Group

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

The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2010 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, 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, 2011 and 2010 are as follows:

	Three Months Ended March 31,
(In millions of dollars)	Revenue			Operating Income (Loss)
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
2010 –
Risk and Insurance Services		$1,492	(a)		$ 347
Consulting		1,155	(b)		116
Total Operating Segments		2,647			463
Corporate Eliminations		(12)			(38)
Total Consolidated		$2,635			$ 425

^(a) Includes inter-segment revenue of $1 million in both 2011 and 2010, interest income on fiduciary funds of $12 million and $11 million in 2011 and 2010, respectively, and equity method income of $2 million and $1 million in 2011 and 2010, respectively.

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

28

Details of operating segment revenue for the three-month periods ended March 31, 2011 and 2010 is as follows:

	Three Months Ended March 31,
(In millions of dollars)	2011		2010
Risk and Insurance Services
Marsh		$1,292		$1,175
Guy Carpenter		342		317
Total Risk and Insurance Services		1,634		1,492
Consulting
Mercer		922		849
Oliver Wyman Group		339		306
Total Consulting		1,261		1,155
Total Operating Segments		2,895		2,647
Corporate Eliminations		(11)		(12)
Total		$2,884		$2,635

18.    New Accounting Pronouncements

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

Also, effective January 1, 2010, the Company adopted new guidance that indefinitely defers the above changes relating to the Company’s interests in entities that have all the attributes of an investment company or for which it is industry practice to apply measurement principles for financial reporting that are consistent with those applied by an investment company. As a result, the guidance discussed in the preceding paragraph did not apply to certain investment management trusts managed by Mercer. Mercer manages approximately $12 billion of assets in trusts or funds for which Mercer’s management or trustee fee is considered a variable interest. Mercer is not the primary beneficiary of these trusts or funds. Mercer’s only variable interest in any of these trusts or funds is its unpaid fees, if any. Mercer’s maximum exposure to loss of its interests is, therefore, limited to collection of its fees.

In January 2010, the FASB issued new guidance that adds additional disclosures about transfers into and out of Levels 1 and 2 items and separate disclosures about purchases, sales, issuances, and settlements related to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation

29

techniques used to measure fair value. Further, the new guidance amends the requirements on employer’s disclosures about postretirement benefit plan assets to require disclosures be provided by classes of assets instead of by major categories of assets. This guidance is effective for the first reporting period beginning after December 31, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010. The disclosures required by the guidance are included herein.

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

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

In May 2010, the FASB issued guidance for foreign currency issues and Venezuela’s highly inflationary status. The guidance states that Venezuela’s economy should be considered highly inflationary as of January 1, 2010 and therefore a U.S. dollar reporting entity must remeasure the financial statements of its Venezuelan subsidiaries as if the subsidiaries’ functional reporting currency were the entity’s reporting currency (i.e., the U.S. dollar). Any changes related to the conversion of non-U.S. dollar denominated balance sheet accounts must be recognized in earnings. The adoption of the guidance did not have a material impact on the Company’s financial statements.

In December 2010, the FASB issued guidance to clarify when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This guidance is not currently applicable to the Company, since all reporting units have positive carrying amounts.

30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

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

The Company’s business segments are based on the services provided. Risk and Insurance Services includes risk management and insurance and reinsurance broking and services, provided primarily by Marsh and Guy Carpenter. Consulting, which comprises the activities of Mercer and Oliver Wyman Group, includes human resource consulting and related investment and outsourcing services, and specialized management, economic and brand consulting services.

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

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

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

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

In the first quarter of 2011, Mercer acquired Hammond Associates, an investment consulting

31

company for endowments and foundations in the U.S.

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

A reconciliation of segment operating income to total operating income is included in Note 17 to the consolidated financial statements included elsewhere in this report. The accounting policies used for each segment are the same as those used for the consolidated financial statements.

This MD&A contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. See “Information Concerning Forward-Looking Statements” at the outset of this report.

Consolidated Results of Operations

(In millions, except per share figures)	2011		2010
Revenue		$2,884		$2,635
Expense:
Compensation and Benefits		1,721		1,575
Other Operating Expenses		691		635
Operating Expense		2,412		2,210
Operating Income		$   472		$   425
Income from Continuing Operations		$   319		$   274
Discontinued Operations, net of tax		12		(22	)
Net Income before Non-controlling Interests		$   331		$   252
Net Income Attributable to the Company		$   325		$   248
Income from Continuing Operations Per Share:
Basic		$  0.57		$  0.50
Diluted		$  0.56		$  0.49
Net Income Per Share:
Basic		$  0.59		$  0.46
Diluted		$  0.58		$  0.45
Weighted Average Number of Shares Outstanding:
Basic		544		533
Diluted		552		536
Shares outstanding at March 31,		548		541

The Company reported consolidated operating income of $472 million in the first quarter of 2011 compared with $425 million in the prior year, reflecting increases of $36 million in Risk and Insurance Services and $12 million in Consulting.

Consolidated Revenue and Expense

The Company conducts business in many countries, as a result of which the impact of foreign exchange rate movements may distort period-to-period comparisons of revenue. Similarly, the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in

32

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:

	Three Months Ended March 31,									Components of Revenue Change*
							% Change GAAP Revenue			Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue
(In millions of dollars)	2011			2010
Risk and Insurance Services
Marsh		$1,282			$1,166			10	%		—			7	%		4	%
Guy Carpenter		340			315			8	%		—			1	%		7	%
Subtotal		1,622			1,481			10	%		—			6	%		4	%
Fiduciary Interest Income		12			11			7	%		2	%		2	%		3	%
Total Risk and Insurance Services		1,634			1,492			10	%		—			6	%		4	%
Consulting
Mercer		922			849			9	%		2	%		2	%		5	%
Oliver Wyman Group		339			306			11	%		1	%		—			9	%
Total Consulting		1,261			1,155			9	%		2	%		1	%		6	%
Corporate Eliminations		(11	)		(12	)
Total Revenue		$2,884			$2,635			9	%		1	%		4	%		5	%

* 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:

	Three Months  Ended March 31,				% Change GAAP Revenue			Components of Revenue Change*
								Currency Impact			Acquisitions/ Dispositions Impact			Underlying Revenue
(In millions of dollars)	2011		2010
Marsh:
EMEA		$   551		$   527		5	%		(2	)%		5	%		2	%
Asia Pacific		125		99		27	%		7	%		11	%		9	%
Latin America		61		52		17	%		(4	)%		—			21	%
Total International		737		678		9	%		(1	)%		6	%		4	%
U.S. / Canada		545		488		12	%		—			9	%		3	%
Total Marsh		$1,282		$1,166		10	%		—			7	%		4	%
Mercer:
Retirement		$   281		$   280		—			1	%		—			(1	)%
Health and Benefits		237		225		6	%		1	%		(3	)%		8	%
Rewards, Talent & Communications		117		93		26	%		2	%		10	%		14	%
Total Mercer Consulting		635		598		6	%		1	%		—			5	%
Outsourcing		176		162		9	%		4	%		5	%		—
Investment Consulting & Management		111		89		25	%		4	%		8	%		13	%
Total Mercer		$   922		$   849		9	%		2	%		2	%		5	%

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

33

Revenue

Consolidated revenue for the first quarter of 2011 was $2.9 billion, an increase of 9% compared with the same period in the prior year. On an underlying basis revenue increased 5%.

Revenue in the Risk and Insurance Services segment for the first quarter of 2011 increased 10% from the same period in 2010, or 4% on an underlying basis. Within the Risk and Insurance Services segment, revenue for Marsh and Guy Carpenter increased 4% and 7%, respectively, on an underlying basis. Fiduciary interest income increased 3% on an underlying basis. Marsh experienced revenue growth in all geographic operations, with particularly strong growth in Asia Pacific and Latin America. Revenue growth at Guy Carpenter was driven by its international operations. Consulting revenue increased 9%, resulting from increases of 9% in Mercer and 11% in Oliver Wyman. On an underlying basis, Consulting revenue increased 6% reflecting increases of 5% in Mercer and 9% in Oliver Wyman.

Operating Expense

Consolidated operating expense in the first quarter of 2011 increased 9% from the same period in 2010. This reflects a 1% increase due to the impact of foreign exchange, a 4% increase due to the impact of acquisitions and a 4% increase in underlying expense. The increase in underlying expenses primarily reflects higher compensation and benefit costs, including increased pension costs.

Restructuring

The Company recorded total restructuring costs of $4 million in the first quarter of 2011, primarily severance, including approximately $2 million related to cost reduction activities for acquisitions made in 2010.

Risk and Insurance Services

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

(In millions of dollars)	2011			2010
Revenue		$1,634			$1,492
Compensation and Benefits		864			781
Other Expenses		387			364
Expense		1,251			1,145
Operating Income		$   383			$   347
Operating Income Margin		23.4	%		23.3	%

Revenue

Revenue in the Risk and Insurance Services segment in the first quarter of 2011 increased 10%, and increased 4% on an underlying basis compared with the same period in 2010.

In Marsh, revenue in the first quarter of 2011 was $1.3 billion, an increase of 10% from the same quarter of the prior year resulting from an increase of 7% from acquisitions and 4% on an underlying basis. Underlying revenue increased 4% reflecting growth in all of its major geographic markets with particularly strong growth in Asia Pacific and Latin America. Underlying revenue increased 3% in the U.S. / Canada, 21% in Latin America, 9% in Asia

34

Pacific and 2% in EMEA.

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

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

Guy Carpenter’s revenue increased 8% to $340 million in the first quarter of 2011 compared with the same period in 2010, or 7% on an underlying basis, led by its international operations. The increase in underlying revenue reflects continued strong new business growth and high client retentions.

Fiduciary interest income was $12 million in the first quarter of 2011, an increase of 7% compared with the same period of 2010, or 3% on an underlying basis primarily due to higher average invested funds.

Expense

Expenses in the Risk and Insurance Services segment increased 9% in the first quarter of 2011, compared with the same period in the prior year, reflecting a 1% increase related to the impact of foreign currency, a 6% increase from acquisitions and a 2% increase in underlying expenses. The increase in underlying expenses is primarily due to higher incentive compensation and pension costs.

Consulting

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

(In millions of dollars)	2011			2010
Revenue		$1,261			$1,155
Compensation and Benefits		794			737
Other Expenses		339			302
Expense		1,133			1,039
Operating Income		$   128			$   116
Operating Income Margin		10.2	%		10.0	%

Revenue

Consulting revenue in the first quarter of 2011 increased 9% compared with the same period in 2010, or 6% on an underlying basis. Mercer’s revenue reached $922 million in the first quarter of 2011, an increase of 9%. On an underlying basis, Mercer’s revenue increased 5%. Within Mercer’s consulting lines, revenue increased 5% on an underlying basis compared with the first quarter of 2010, reflecting increases of 8% in heath and benefits and 14% in rewards, talent and communications, partly offset by a decrease of 1% in retirement. Within retirement,

35

revenue growth in EMEA, Asia Pacific and Latin America was offset by a decrease in North America. Health and benefits had underlying revenue growth of 8%, consistent with the third and fourth quarters of 2010. All global regions experienced growth with strong performances in the U.S., Latin America and Asia Pacific. The increase in rewards, talent & communications results from continued strong demand for Mercer’s compensation surveys as well as for rewards, talent and consulting services in all major geographic regions. Outsourcing revenue was flat on an underlying basis as it was affected by the loss of a large client due to its acquisition by another company. Investment consulting & management revenue increased 13% on an underlying basis, due to particularly strong growth in the U.S. and EMEA. Oliver Wyman’s revenue increased 11% to $339 million in the first quarter of 2011, or 9% on an underlying basis, driven by double-digit revenue growth in healthcare, transportation and retail.

Expense

Consulting expenses increased 9% in the first quarter of 2011 compared with the same period in 2010, reflecting a 2% increase from the impact of foreign exchange rates, a 2% increase from acquisitions and a 6% increase in underlying expenses. The increase in underlying expenses is driven primarily by an increase in base salaries, pension costs, asset-based fees and expenses recoverable from clients.

Corporate and Other

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

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

(In millions of dollars)	2011			2010
Corporate and Other Income (Expense):
Corporate Advisory and Restructuring
Operating Income (Loss)	$	3		$	2
Corporate Expense		(42	)		(40	)
Total Corporate and Other	$	(39	)	$	(38	)

Corporate expenses in the first quarter of 2011 were $42 million compared with $40 million in the prior year. The increase is due to higher outside services costs related to corporate initiatives partly offset by lower restructuring expenses in 2011.

The Corporate Advisory and Restructuring amounts reflect payments received related to the Corporate Advisory & Restructuring businesses divested in 2008.

36

Interest

Interest income earned on corporate funds amounted to $7 million in the first quarter of 2011 compared with $4 million in the first quarter of 2010. The increase in interest income is due to the combined effect of higher average invested funds in 2011 and slightly higher average interest rates compared with the prior year. Interest expense of $51 million in the first quarter of 2011 decreased $9 million from the same period in the prior year, primarily due to the maturity of $550 million of senior notes in the third quarter of 2010.

Investment Income (Loss)

Net investment income in the first quarter of 2011 was $19 million, primarily due to mark to market gains on private equity fund investments. This compares with investment income of $8 million in the first quarter of 2010, primarily realized gains on the sale of securities.

Income Taxes

The Company reported a 28.6% effective tax rate in the first quarter of 2011. The effective tax rate includes a benefit from the effective settlement of the IRS audit for 2006 through 2008. Excluding this benefit, the effective tax rate for the first quarter of 2011 was 31.6%.

The Company reported a 27.3% effective tax rate in the first quarter of 2010. The effective rate reflects the impact of the release of valuation allowances in international jurisdictions. Excluding this benefit, the effective tax rate for the first quarter of 2010 was 30.3%.

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

The effective tax rate is sensitive to the geographic mix and repatriation of the Company’s earnings, which may result in higher or lower tax rates. U.S. federal and state corporate tax rates substantially exceed tax rates applicable outside the U.S. 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 adverse impact on our effective tax rate. For example, proposals for fundamental U.S. international tax reform, such as the recent proposal by President Obama, if enacted, could have a significant adverse impact on the effective tax rate.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in the tax return. The Company’s gross unrecognized tax benefits decreased from $199 million at December 31, 2010 to $145 million at March 31, 2011, primarily reflecting the effective settlement of issues on audit. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $15 million within the next twelve months due to settlement of audits and expiration of statutes of limitation.

37

Dispositions

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

Kroll’s results of operations are reported as discontinued operations in the Company’s consolidated statements of income. The three months ended March 31, 2010 also includes the loss on the sale of KLS which includes the tax provision of $36 million. 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.

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

For the Periods Ended March 31, (In millions of dollars)	2011			2010
Kroll Operations
Revenue		$   —			$  162
Expense		—			147
Net operating income		—			15
Income tax		—			15
Income from Kroll operations, net of tax		—			—
Other discontinued operations, net of tax		—			—
Income (loss) from discontinued operations, net of tax		—			—
Disposals of discontinued operations		—			15
Income tax (credit) expense		(12	)		37
Disposals of discontinued operations, net of tax		12			(22	)
Discontinued operations, net of tax		$   12			$   (22	)
Discontinued operations, net of tax per share
– Basic		$0.02			$(0.04	)
– Diluted		$0.02			$(0.04	)

Liquidity and Capital Resources

Operating Cash Flows

The Company used $376 million of cash from operations for the three months ended March 31, 2011, compared with $251 million used for the same period in 2010. These amounts reflect the net income of the Company during those periods, excluding gains or losses from investments and from the disposition of businesses, adjusted for non-cash charges, and changes in working capital which relate primarily to the timing of payments of accrued liabilities or receipts of assets. Cash generated from the disposition of businesses is included in investing cash flows. The Company’s cash flow from operations is typically negative in the first quarter of each year, resulting from the payment of accrued incentive compensation.

38

Financing Cash Flows

Net cash used for financing activities was $128 million for the period ended March 31, 2011 compared with $156 million net cash used for the same period in 2010.

The Company paid dividends on its common shares of $117 million ($0.21 per share) during the first three months of 2011, as compared with $109 million ($0.20 per share) during the first three months of 2010.

On October 23, 2009, the Company and certain of its foreign subsidiaries entered into a $1.0 billion multi-currency three-year unsecured revolving credit facility, which replaced the $1.2 billion facility that was previously in place. The interest rate on this facility varies based upon the Company’s credit ratings and the Company’s credit default swap levels subject to floors and caps. The facility requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2011.

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

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

Investing Cash Flows

Cash used for investing activities amounted to $168 million in the first three months of 2011, compared with $142 million for the same period in 2010.

The Company made four acquisitions in the first quarter 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 consideration related to acquisitions made in prior years. Cash paid for acquisitions net of cash acquired, in the first quarter of 2010 was $197 million, including $12 million of deferred purchase consideration related to acquisitions made in prior periods. Remaining deferred cash payments of $173 million for acquisitions completed in the first quarter of 2011 and in prior years are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at March 31, 2011. Cash generated from the disposition of KLS was $110 million in the first quarter of 2010.

The Company’s additions to fixed assets and capitalized software, which amounted to $67 million in the first three months of 2011 compared with $80 million in the first three months of 2010, primarily related to computer equipment purchases, the refurbishing and modernizing of office facilities and software development costs.

The Company has committed to potential future investments of approximately $80 million in connection with its investments in Trident II and other funds managed by Stone Point Capital. The majority of the Company’s investment commitments for funds managed by Stone Point are related to Trident II, the investment period for which is now closed for new investments and follow-on investments. Any remaining capital calls for Trident II would relate to management fees or other partnership expenses, if necessary. Significant future capital calls related to Trident II are not expected. Although it is anticipated that Trident II will be harvesting its

39

remaining portfolio, the timing of any portfolio company sales and capital distributions is unknown and not controlled by the Company.

Commitments and Obligations

The Company’s contractual obligations of the types identified in the table below were of the following amounts as of March 31, 2011 (dollars in millions):

	Payment due by Period
Contractual Obligations	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Current portion of long-term debt		$   261		$261		$     —		$     —		$     —
Long-term debt		2,779		—		268		1,421		1,090
Interest on long-term debt		1,444		204		307		237		696
Net operating leases		2,505		359		595		437		1,114
Service agreements		401		117		121		70		93
Other long-term obligations		173		26		136		11		—
Total		$7,563		$967		$1,427		$2,176		$2,993

The above does not include unrecognized tax benefits of $145 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 $15 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 $938 million because the timing and amount of ultimate payment of such liability is dependent upon future events, including, but not limited to, future returns on plan assets, and changes in the discount rate used to measure the liabilities.

New Accounting Pronouncements

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

Item 3. Qualitative and Quantitative Disclosures About Market Risk

Market Risk and Credit Risk

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

Interest Rate Risk and Credit Risk

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

40

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, 2011
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits		$1,330
Fiduciary cash and investments		$4,272

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

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

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 56% 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. Publicly traded investments of $22 million are classified as available for sale. Non-publicly traded investments of $39 million are accounted for using the cost method and $189 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

41

applicable accounting pronouncements.

Other

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

42

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.

43

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, 2010. If any of the risks described in our Annual Report on Form 10-K or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Repurchases of Equity Securities

The Company did not repurchase any shares of its common stock during the first quarter of 2011. Pursuant to a September 2010 authorization by the Company’s Board of Directors to repurchase shares of its common stock up to a dollar value of $500 million, the Company remains authorized to repurchase shares of its common stock up to a dollar value of approximately $414.5 million. There is no time limit on this authorization.

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Jan 1 – 31, 2011		—		—		—		$414,497,001
Feb 1 – 28, 2011		—		—		—		$414,497,001
March 1 – 31, 2011		—		—		—		$414,497,001
Total Q1 2011		—		—		—		$414,497,001

44

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Other Information.

None.

Item 5. Exhibits.

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

45

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 6, 2011	/s/ Vanessa A. Wittman
	Vanessa A. Wittman
	Executive Vice President & Chief Financial Officer
Date: May 6, 2011	/s/ Robert J. Rapport
	Robert J. Rapport
	Senior Vice President & Controller
	(Chief Accounting Officer)

46

EXHIBIT INDEX

Exhibit No.	Exhibit Name
10.1	Employment Agreement, effective as of March 1, 2007, by and between Marsh & McLennan Companies, Inc. and David A. Nadler
10.2	Amendment, effective as of December 31, 2008, to Employment Agreement, dated March 1, 2007, between Marsh & McLennan Companies, Inc. and David A. Nadler
10.3	Letter Agreement, effective as of February 28, 2010, between Marsh & McLennan Companies, Inc. and David A. Nadler
10.4	Form of Restricted Stock Unit Award, dated as of February 21, 2011, under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan
12.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certifications
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into effective as of March 1, 2007 (the “Effective Date”), by and between Marsh & McLennan Companies, Inc. (together with its successors and assigns, “MMC” or the “Company”), a Delaware corporation, and David A. Nadler (the “Executive”).

WHEREAS, the Executive and the Company desire to embody in this Agreement the terms and conditions of the Executive’s continued employment by the Company;

NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, including the compensation paid to the Executive, the parties hereby agree:

ARTICLE 1

Employment, Duties and Responsibilities

1.1 Employment; Reporting. The Company shall employ the Executive as its Vice Chairman, Office of the Chief Executive Officer of MMC (“MMC Vice Chairman”)] and shall make the Executive available to continue to provide services for Mercer Delta Consulting LLC (“Mercer Delta”) and its clients. The Executive hereby accepts such continued employment, subject to the terms and conditions of this Agreement. The Executive shall report directly to the Chief Executive Officer of the Company (the “Chief Executive Officer”)

1.2 Duties and Responsibilities.

(a) The Executive shall have such duties and responsibilities and power and authority as those normally associated with the position of MMC Vice Chairman, as well as any additional duties, responsibilities and/or powers and authority consistent with his continued service for Mercer Delta and its clients or as otherwise assigned to him by the Chief Executive Officer which are consistent with his position as MMC Vice Chairman.

The Executive agrees to use his best efforts to promote the interests of the Company and Mercer Delta, and agrees that he will devote his entire working time, care and attention to his duties, responsibilities and obligations to the Company and Mercer Delta throughout the Term (as defined in Section 2.1 hereof). The Executive may serve on the boards of other civic, charitable and corporate entities with the prior written consent of the Chief Executive Officer and manage his personal investments and affairs, so long as such activities do not, either individually or in the aggregate, interfere with the Executive’s duties and responsibilities to the Company and Mercer Delta.

- 1 -

ARTICLE 2

Term

2.1 Employment Period. The initial term of the Executive’s employment under this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue through February 28, 2010. Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless either party sends a notice of termination to the other party in accordance with Section 6.2 hereof at least ninety (90) days prior to the expiration of the Initial Term or Renewal Term, as the case may be. The Initial Term, together with any and all Renewal Terms, if any, are the “Term.” After the expiration of the Term for any reason the Executive will become an “at-will” employee of the Company.

ARTICLE 3

Compensation

As compensation and consideration for the performance by the Executive of his obligations under this Agreement, during the Term the Executive shall be entitled to the compensation and benefits set forth in this Article 3 (collectively, “Compensation”) (subject, in each case, to the provisions of Article 5 hereof).

3.1 Base Salary. The Executive shall receive an annual base salary (“Base Salary”) of $750,000. The Base Salary shall be reviewed at least annually by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) and may be increased (but not decreased) in the sole discretion of the Committee. If the Executive’s Base Salary is increased, the increased amount shall thereafter be the Base Salary. The Base Salary shall be payable in installments, consistent with the Company’s payroll procedures in effect from time to time.

3.2 Annual Bonus. In addition to Base Salary, the Executive shall be eligible to participate throughout the Term in such annual bonus plans and programs (“Annual Bonus Programs”), as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs. The Executive’s annual target bonus opportunity will range between one hundred percent (100%) and one hundred and fifty percent (150%) of his Base Salary. The actual bonus amounts will be determined by the Committee based on the achievement of entity and individual performance goals, with bonuses in the upper portion of the annual bonus opportunity range being earned only for superior achievement of such performance goals. The annual bonus shall be paid in the same time and manner as corresponding awards to other senior executives of the Company generally.

3.3 Mercer Delta Performance Bonus. In addition to the annual bonus provided in Section 3.2 hereof, the Executive shall be eligible to participate in the Mercer Delta Senior Partner Compensation Program (the “Mercer Delta Program”), pursuant to which the

- 2 -

Executive will be eligible to receive an annual bonus based on his personal net billed revenue (“PNBR”) and his net revenue generation credits (“NRGC”) for the applicable performance year, each determined pursuant to the Mercer Delta Program. The bonus will be determined by (i) multiplying the sum of the Executive’s PNBR and NRGC by a payout percentage applied under the Mercer Delta Program for that performance year and (ii) reducing the amount determined in (i) by that portion of the Base Salary received by the Executive during the applicable performance year that is allocated to the Executive’s services for Mercer Delta. Unless otherwise agreed in writing by the parties hereto, 50% of the Base Salary shall be allocated to the Executive’s services for Mercer Delta.

3.4 Long-Term and Equity Compensation. The Executive shall also be eligible to participate in the Company’s long-term incentive compensation plans (including its equity-compensation plans) applicable to MMC’s senior executive officers. The specific awards under these plans will be made by the Committee in its sole discretion, commensurate with the Executive’s position as MMC Vice Chairman. Notwithstanding the foregoing, the Committee shall each year grant to the Executive, no later than it makes corresponding awards to other senior executives of the Company generally, and on terms and conditions that are both consistent with this Agreement and no less favorable to the Executive than the terms and conditions that apply to corresponding awards to other senior executives of the Company generally, long-term incentive compensation with a combined grant-date target value between one hundred percent (100%) and one hundred and fifty percent (150%) of the Executive’s Base Salary, as determined by the Committee.

3.5 Benefit Plans. The Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be eligible to participate in employee benefit and fringe benefit plans and programs provided by the Company, including but not limited to pension, life insurance, health, dental and disability plans and programs, on terms and conditions generally applicable to executives of the Company. Nothing herein shall limit the Company’s ability to change, modify, cancel or amend any such plans. The Executive shall be eligible to participate in the Company’s retiree medical program as may be in effect from time to time, subject to satisfaction of applicable eligibility requirements.

3.6 Executive Financial Services Program. The Executive shall be eligible to participate in the MMC Financial Services Program as in effect from time to time.

3.7 Expenses. The Company will reimburse the Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term, subject, however, to its written policies relating to business-related expenses as in effect, from time to time, during the Term, a copy of which has previously been provided to the Executive.

3.8 Vacation. The Executive shall be entitled to paid vacation in accordance with the Company’s policy in effect from time to time during the Term.

- 3 -

3.9 Indemnification. The Executive shall be entitled to indemnification in accordance with the Company’s by-laws as in effect from time to time.

ARTICLE 4

Noncompetition/Nonsolicitation/Confidentiality

4.1 Noncompetition and Nonsolicitation Periods

(a) During the Executive’s employment with the Company or any subsidiary and during the 12 month period following termination of the Executive’s employment with the Company or any subsidiary for any reason (other than a termination of employment by the Company due to Disability (as defined in Section 5.4 hereof)), the Executive shall not, directly or indirectly:

(i) engage in any Competitive Activity or

(ii) whether on behalf of himself or any other person or entity (x) solicit any customer or client of the Company or any subsidiary with respect to a Competitive Activity or (y) solicit or employ any employee of the Company or any subsidiary for the purpose of causing such employee to terminate his or her employment with the Company or such subsidiary.

For purposes of this Agreement, “Competitive Activity” shall mean the Executive’s engaging in an activity – whether as an employee, consultant, principal, member, agent, officer, director, partner or shareholder (except as a less than 1% shareholder of a publicly traded company) – that is competitive with any business of the Company or any subsidiary conducted by the Company or such subsidiary as of the date of the termination of the Executive’s employment; provided, however, that the Executive may be employed by or otherwise associated with:

(i) a business of which a subsidiary, division, segment, unit, etc. is in competition with the Company or any subsidiary but as to which such subsidiary, division, segment, unit, etc., the Executive has absolutely no direct or indirect responsibilities or involvement, or

(ii) a company where the Competitive Activity is:

(x) from the perspective of such company, de minimis with respect to the business of such company and its affiliates, and

(y) from the perspective of the Company or any subsidiary, not in material competition with the Company or any subsidiary.

Notwithstanding the foregoing, if the Executive’s employment with the Company or any subsidiary is terminated for any reason (other than a termination of employment by the Company

- 4 -

due to Disability (as defined in Section 5.4 hereof)) after the Initial Term, the Executive may continue to perform services for existing clients of Mercer Delta (and may pursue new client opportunities) as an independent contractor to Mercer Delta. In that capacity, Mercer Delta will pay the Executive 85% of his Mercer Delta billing rate in effect for such clients immediately prior to his termination of employment, subject to collection of fees from the relevant client. Mercer Delta and the Executive would enter into Mercer Delta’s standard independent contractor agreement to govern their relationship.

(b) At all times prior to and following the Executive’s termination of employment, the Executive shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or any subsidiary, including such trade secret or proprietary or confidential information of any customer or client or other entity to which the Company or any subsidiary owes an obligation not to disclose such information, which the Executive acquires during the Executive’s employment with the Company or any subsidiary, including but not limited to records kept in the ordinary course of business except:

(i) As such disclosure or use may be required or appropriate in connection with the Executive’s work as an employee of the Company or any subsidiary;

(ii) When required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or any subsidiary or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information;

(iii) As to such confidential information that becomes generally known to the public or trade without the Executive’s violation of this Section 4.1(b); or

(iv) To the Executive’s spouse and/or the Executive personal tax and financial advisors as reasonably necessary or appropriate to advance the Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of any trade secret or proprietary or confidential information of the Company or any subsidiary by an Exempt Person shall be deemed to be a breach of this Section 4.1(b) by the Executive.

(c) The Executive acknowledges and agrees that the covenants contained in Sections 4.1(a) and (b) hereof are reasonable and necessary to protect the confidential information and goodwill of the Company and its subsidiaries. The Executive further represents that his experience and capabilities are such that the provisions of Sections 4.1(a) and (b) hereof will not prevent him from earning a livelihood.

- 5 -

ARTICLE 5

Termination; Change of Control

5.1 Termination by the Company. The Company shall have the right, subject to the terms of this Agreement, to terminate the Executive’s employment at any time, with or without “Cause.” The Company shall give the Executive written notice of a termination for Cause (the “Cause Notice”) in accordance with Section 6.2 hereof. The Cause Notice shall state the particular action(s) or inaction(s) giving rise to the termination for Cause. No action(s) or inaction(s) will constitute Cause unless (1) a resolution finding that Cause exists has been approved by a majority of all of the members of the Board at a meeting at which the Executive is allowed to appear with his legal counsel and (2) where remedial action is feasible, the Executive fails to remedy the action(s) or inaction(s) within ten (10) days after receiving the Cause Notice. If the Executive so effects a cure to the satisfaction of the Board, the Cause Notice shall be deemed rescinded and of no force or effect. For purposes of this Agreement, “Cause” shall mean only:

(a) any willful refusal by the Executive to follow lawful directives of the Board which are consistent with the scope and nature of the Executive’s duties and responsibilities as set forth herein;

(b) the Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or of any crime involving moral turpitude, fraud or embezzlement;

(c) any gross negligence or willful misconduct of the Executive resulting in a material loss to the Company or any of its subsidiaries, or material damage to the reputation of the Company or any of its subsidiaries;

(d) any material breach by the Executive of any one or more of the covenants referred to in Article 4 hereof; or

(e) any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries.

5.2 Termination by the Executive. The Executive shall have the right, subject to the terms of this Agreement, to terminate his employment at any time with or without “Good Reason”; provided, that the Executive must give the Company at least 30 days’ prior written notice of any termination by the Executive without Good Reason in accordance with Section 6.2 hereof. For purposes of this Agreement, “Good Reason,” shall mean the occurrence of any of the following during the Term, without the Executive’s prior written consent, during the 60-day period preceding a termination by the Executive (provided that an isolated, insubstantial or inadvertent action not taken in bad faith or a failure not occurring in bad faith which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason): (A) the assignment to the Executive of any duties materially

- 6 -

inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement; (B) any removal of the Executive from any of the positions he holds as of the date of this Agreement; (C) any failure by the Company to comply with the provisions of Article 3 hereof; (D) a failure by the Company to comply with any other material provision of this Employment Agreement; or (E) a change in the Executive’s principal work location to more than 50 miles from his current work location.

5.3 Death. In the event the Executive dies during the Term, the Executive’s employment shall automatically terminate, such termination to be effective on the date of the Executive’s death.

5.4 Disability. In the event that the Executive shall suffer a disability during the Term which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least ninety (90) consecutive days or one hundred eighty (180) non-consecutive days within any three hundred sixty-five (365) day period (“Disability”), the Company shall have the right to terminate the Executive’s employment, such termination to be effective upon the giving of notice thereof to the Executive in accordance with Section 6.2 hereof.

5.5 Effect of Termination.

(a) In the event of termination of the Executive’s employment for any reason during the Term, the Term shall end as of the date of termination and the Company shall provide to the Executive (or his beneficiary, heirs or estate in the event of his death), as provided in Section 5.7 hereof, (i) any Base Salary to the extent not theretofore paid, (ii) any reimbursable business expenses that have not yet been reimbursed, and (iii) if not yet paid, the earned annual bonus for the calendar year that preceded the time of the termination (collectively, the “Accrued Obligations”).

(b) In the event of termination of the Executive’s employment during the Term (i) by the Company for Cause or (ii) by the Executive for other than for Good Reason, neither the Executive nor any beneficiary, heir or estate of the Executive shall be entitled to any further compensation other than the Accrued Obligations. In such event, all of the Executive’s outstanding unvested equity-based awards shall be immediately forfeited, except to the extent otherwise provided in the terms and conditions for such awards or in any applicable Company Plan.

(c) In the event of termination of the Executive’s employment during the Term (i) by the Company based on the Disability of the Executive as defined in Section 5.4 hereof, or (ii) due to the Executive’s death, the Company shall pay the Executive (or his estate, beneficiary or heir in the case of death), in addition to the Accrued Obligations, a prorated target annual bonus under Section 3.2 hereof for the year in which the termination occurs based on the portion of the year elapsed as of the date of such termination. Any such bonus amount shall be

- 7 -

paid subject to the conditions in Section 5.7 hereof. In addition, upon such a termination, all unvested equity awards held by the Executive as of the date of termination that were granted to the Executive pursuant to Sections 3.2 and 3.4 hereof shall immediately fully vest as of the date of termination.

(d) In the event of termination of the Executive’s employment during the Term (i) by the Company other than for Cause (and not due to the Executive’s death or Disability), or (ii) by the Executive for Good Reason, in either case which is not covered by Section 5.6 hereof, the Company shall pay the Executive, in addition to the Accrued Obligations, a lump sum amount equal to the sum of (x) the Executive’s then-current Base Salary, (y) the average annual bonus actually paid to the Executive under Section 3.2 hereof during the three years prior to the termination (or such shorter time if the termination occurs prior to the payment of three annual bonuses to the Executive under the Agreement, or if termination occurs before any annual bonus has been actually paid to the Executive under the Agreement, then the Executive’s target annual bonus for the year of termination shall be used for purposes of determining the average annual bonus) and (z) the average annual Mercer Delta performance bonus actually paid to the Executive under Section 3.3 hereof during the three years prior to the termination (or such shorter time if the termination occurs prior to the payment of three annual Mercer Delta performance bonuses to the Executive under the Agreement (such sum is the “Annual Compensation”). The Executive shall also be entitled to prorated annual bonuses under Sections 3.2 and 3.3 hereof for the year in which the termination occurs based on the degree of achievement of goals under the applicable bonus programs in effect at the time of termination and the portion of the year elapsed as of the date of such termination. The degree of achievement of goals shall be determined in accordance with the bonus programs, except that should any goals be of a subjective nature, the degree of achievement thereof shall be determined by the Committee in its sole discretion. Any such bonus amounts shall be paid at the same time as such annual bonuses for the year are paid to the Company’s senior executives generally. In addition, upon such a termination, all unvested equity awards held by the Executive as of the date of termination that were granted to the Executive pursuant to Sections 3.2, 3.3 and 3.4 hereof shall immediately fully vest as of the date of termination.

5.6 Change in Control. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason (i) during the 6-month period immediately preceding the occurrence of a Change in Control (as defined in the Company’s 2000 Senior Executive Incentive and Stock Award Plan, as in effect on the date hereof) or (ii) during the 2-year period immediately following a Change in Control, the Executive shall be entitled to receive, in addition to the Accrued Obligations, promptly following the later of such termination and such a Change in Control, the Annual Compensation (as defined in Section 5.5(d) hereof). The Executive shall also be entitled to a prorated annual bonus under Section 3.2 hereof for the year in which the termination occurs based on the portion of the year elapsed as of the date of such termination multiplied by the greater of (I) the Executive’s target annual bonus for the year of termination or (II) the average annual bonus actually paid to the

- 8 -

Executive during the three years prior to the termination. The Executive shall also be entitled to a prorated annual Mercer Delta performance bonus under Section 3.3 hereof for the year in which the termination occurs based on the degree of achievement of goals under the Mercer Delta performance bonus program in effect at the time of termination and the portion of the year elapsed as of the date of such termination. The degree of achievement of goals shall be determined in accordance with the Mercer Delta performance bonus program, except that should any goals be of a subjective nature, the degree of achievement thereof shall be determined by the Committee in its sole discretion. Any such bonus amounts shall be paid as provided in Section 5.7 hereof. The vesting of equity-based awards held by the Executive as of the date of the Change in Control shall be determined in accordance with the terms and conditions of the applicable equity compensation plan and/or agreement, provided, however, that all equity-based awards granted to the Executive which are unvested on the date of termination shall then immediately fully vest. Payments due to the Executive under this Section 5.6 shall be offset, dollar-for-dollar, by corresponding amounts (if any) previously paid under Section 5.5(d) (e.g., if the termination occurred prior to the pertinent Change in Control).

5.7 Conditions. Any payments or benefits made or provided pursuant to this Article 5 (other than the Accrued Obligations) are subject to the Executive’s:

(a) compliance with the provisions of Article 4 and Section 5.9 hereof (provided that this shall not affect the timing of the payment to the Executive provided for below in this Section 5.7 unless the Executive is in material breach of any of such provisions as of the time such payment is to be made);

(b) delivery to the Company of an executed General Release, which shall be substantially in the form attached hereto as Exhibit A, with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose; and

(c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than the Accrued Obligations, which shall be paid when due or on such later date as may be required to avoid any “additional tax” under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid to the Executive within thirty (30) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or the earliest date as may be required to avoid any “additional tax” under Section 409A). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of Executive’s employment, Executive shall be entitled to receive the Accrued Obligations, payable within thirty (30) days after the date of termination or in accordance with the applicable plan, program or policy.

- 9 -

5.8 No Mitigation. The Executive shall be under no obligation to seek other employment following a termination of his employment with the Company or any subsidiary for any reason. In addition, there shall be no offset against amounts due to the Executive under this Article 5 or otherwise on account of any compensation attributable to any subsequent employment.

5.9 Cooperation; Assistance. The Executive agrees to cooperate fully, subject to reimbursement by the Company of reasonable out-of-pocket costs and expenses, with the Company or any subsidiary and their counsel with respect to any matter (including any litigation, investigation or governmental proceeding) which relates to matters with which the Executive was involved or about which he had knowledge during his employment with the Company or any subsidiary. Such cooperation shall include appearing from time to time at the offices of the Company or any subsidiary or their counsel for conferences and interviews and in general providing the officers of the Company or any subsidiary and their counsel with the full benefit of the Executive’s knowledge with respect to any such matter. The Executive further agrees, upon termination of his employment for any reason, to assist his successor in the transition of his duties and responsibilities to such successor. The Executive agrees to render such cooperation in a timely fashion and at such times as may be mutually agreeable to the parties.

ARTICLE 6

Miscellaneous

6.1 Benefit of Agreement, Assignment; Beneficiary.

(a) This Agreement shall inure to the benefit of and be binding upon the Company and its successors, assigns and any corporation or person which may acquire all or substantially all of the assets or business of the Company or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s estate.

(b) The Company and its subsidiaries shall require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or Mercer Delta to expressly assume and agree to perform this Agreement (including, if applicable, the post-employment independent contractor arrangement set forth in Section 4.1(a) hereof) in the same manner and to the same extent that the Company (or Mercer Delta, as applicable) would be required to perform it if no such succession had taken place.

- 10 -

6.2 Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by certified mail, postage prepaid, with return receipt requested or by reputable overnight courier, addressed: (a) in the case of the Company to the General Counsel of the Company at the Company’s then-current headquarters, and (b) in the case of the Executive, to the Executive’s last known address as reflected in the Company’s records, or to such other address as either party shall designate by written notice to the other party. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given if personally delivered or at the time of mailing if sent by certified mail or by courier.

6.3 Entire Agreement; Amendment. Except as specifically provided herein, this Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of the Executive’s employment during the Term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. For the avoidance of doubt, in the event of any inconsistency between this Agreement and any plan, program or arrangement of the Company or its affiliates, the terms of this Agreement shall control. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.

6.4 Waiver. The waiver of either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.

6.5 Headings. The Article and Section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

6.6 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without reference to the principles of conflict of laws.

6.7 Agreement to Take Actions. Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments and shall take such other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement or to effectuate the purposes hereof.

6.8 Dispute Resolution. Any dispute or controversy arising from or relating to this Agreement and/or the Executive’s employment or relationship with the Company or any subsidiary shall be resolved by binding arbitration, to be held in New York City or in any other location mutually agreed to by the Company and the Executive in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Executive and the Company agree that, in the event a dispute arises that concerns this Agreement, if the Executive is the Prevailing Party, the Executive shall be entitled to recover all of his reasonable fees and

- 11 -

expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in connection with the dispute. A Prevailing Party is one who is successful on any significant substantive issue in the action and achieves either a judgment in such party’s favor or some other affirmative recovery.

6.9 Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to effectuate the intended preservation of such rights and obligations, including without limitation Article 4 hereof.

6.10 Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is held to be invalid, void or unenforceable, any court so holding shall substitute a valid, enforceable provision that preserves, to the maximum lawful extent, the terms and intent of this Agreement.

6.11 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

6.12 Section 409A. It is intended that this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject the Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, to the extent that any regulations or other guidance issued under Section 409A would result in the Executive being subject to payment of “additional tax” under Section 409A, the parties agree to use their best efforts to amend this Agreement in order to avoid the imposition of any such “additional tax” under Section 409A, which such amendment shall designed to minimize the adverse economic effect on the Executive without increasing the cost to the Company (other than transactions costs), all as reasonably determined in good faith by the Company and the Executive to maintain to the maximum extent practicable the original intent of the applicable provisions.

6.13 Withholding. All compensation paid or provided to the Executive under this Agreement shall be subject to any applicable income, payroll or other tax withholding requirements.

- 12 -

6.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on this      day of April, effective as of the date first written above. The Company represents that its execution of this Agreement has been authorized by the Committee.

MARSH & MCLENNAN COMPANIES, INC.
By:	/s/ Michael G. Cherkasky
Name:	Michael G. Cherkasky
Title:	President & Chief Executive Officer
/s/ David A. Nadler
DAVID A. NADLER

- 13 -

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge Marsh & McLennan Companies, Inc. and its subsidiaries (including successors and assigns thereof) (collectively, the “Company”), and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state, or local court, agency, arbitrator or any other entity, based directly or indirectly on Executive’s employment with and separation from Company or based on any other alleged act or omission by or on behalf of Company prior to Executive’s signing this General Release. Without limiting the generality of the foregoing terms, this General Release specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Sections 1981 through 1988 of Title 42 of the United States code, as amended, 41 U.S.C. §1981 (discrimination), 29 U.S.C. §206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, §§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any and all other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This General Release shall not waive or release any rights or claims that Executive may have which arise after the date of this General Release or that arise under or are preserved by Article 5 of the Employment Agreement, effective as of August 1, 2005, by and between Company and the Executive (the “Employment Agreement”) and shall not waive post-termination health-continuation insurance benefits required by state or Federal law.

2. Executive intends this General Release to be binding on his successors, and Executive specifically agrees not to file or continue any claim in respect of matters covered by Section 1, above. Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state,

or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against Company arising from or relating to his employment with or his termination of employment from Company and/or any other occurrences to the date of this General Release, other than a claim challenging the validity of this General Release under the ADEA or respecting any matters not covered by this General Release.

3. Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this General Release. Nothing in this General Release shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. Executive further agrees to waive his rights under any other statute or regulation, state or federal, which provides that a general release does not extend to claims which Executive does not know or suspect to exist in his favor at the time of executing this General Release, which if known to him must have materially affected his settlement with Company.

4. Executive agrees that Executive shall not be eligible and shall not seek or apply for reinstatement or re-employment with Company and agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision.

5. In further consideration of the promises made by Company in this General Release, Executive specifically waives and releases Company , to the extent set forth in Section 1 hereof, from all claims Executive may have as of the date of this General Release, whether known or unknown, arising under the ADEA. Executive further agrees that:

(a) Executive’s waiver of rights under this General Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”);

(b) Executive understands the terms of this General Release;

(c) The consideration offered by Company under Article 5 of the Employment Agreement in exchange for the General Release represents consideration over and above that to which Executive would otherwise be entitled, and that the consideration would not have been provided had Executive not agreed to sign the General Release and did not sign the Release;

(d) Company is hereby advising Executive in writing to consult with an attorney prior to executing this General Release;

(e) Company is giving Executive a period of twenty-one (21) days within which to consider this General Release;

(f) Following Executive’s execution of this General Release, Executive has seven (7) days in which to revoke this General Release by written notice. An attempted revocation not actually received by Company prior to the revocation deadline will not be effective; and

2

(g) This General Release and all payments and benefits otherwise payable under Article 5 of the Employment Agreement (other than the Accrued Obligations) shall be void and of no force and effect if Executive chooses to so revoke, and if Executive chooses not to so revoke, this General Release shall then become effective and enforceable.

6. This General Release does not waive rights or claims that may arise under the ADEA after the date Executive signs this General Release. To the extent barred by the OWBPA, the covenant not to sue contained in Section 2, above, does not apply to claims under the ADEA that challenge the validity of this General Release.

7. To revoke this General Release, Executive must send a written statement of revocation to:

Marsh & McLennan Companies, Inc.

[Address]

[City, State Zip Code]

Attn:                                                  

The revocation must be received no later than 5:00 p.m. on the seventh day following Executive’s execution of this General Release. If Executive does not revoke, the eighth day following Executive’s acceptance will be the “effective date” of this General Release.

8. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of New York, except for the application of pre-emptive Federal law.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Date:
	David A. Nadler

3

EX-10.2

Exhibit 10.2

DAVID A. NADLER

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, David A. Nadler (the “Executive”) and Marsh & McLennan Companies, Inc. (“MMC” or the “Company”) previously entered into an Employment Agreement (the “Agreement”) on March 1, 2007 to embody in the Agreement the terms and conditions of the Executive’s employment by the Company or a subsidiary; and

WHEREAS, the Executive and the Company desire to amend the Agreement as set forth below to comply with Section 409A and to make certain other revisions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Executive and the Company hereby amend the Agreement as follows:

1. Section 3.2 is amended by adding the following to the end thereof:

Notwithstanding the foregoing, in no event shall the annual bonus be paid later than March 15 of the year following the year with respect to which such bonus is payable.

2. Section 3.9 is amended to read as follows:

3.9 Indemnification. The Executive shall be entitled to indemnification in accordance with the Company’s by-laws as in effect on the date hereof, subject to applicable law. Any expenses (including damages, losses, judgments, fines, penalties, settlements, costs, attorneys’ fees, and expenses of establishing a right to indemnification), that are subject to such indemnification and are or may be incurred in connection with a proceeding shall be paid by the Company in advance within 30 days of a request by the Executive, which shall be accompanied by documentation substantiating such expenses. Executive shall promptly deliver to the Company an undertaking, in such form as the Company shall specify, to reimburse the Company for expenses to which Executive is adjudged not to be entitled to indemnification.

3. Section 5.2 is amended to read as follows:

5.2 Termination by the Executive. The Executive shall have the right, subject to the terms of this Agreement, to terminate his employment at any time with or without “Good Reason”. For purposes of this Agreement, “Good Reason,” shall mean the occurrence of any of the following during the Term, without the Executive’s prior written consent (provided that an isolated, insubstantial or inadvertent action not taken in bad faith shall not constitute Good Reason): (A) a material diminution in the Executive’s position (including status, offices, titles, and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement; (B) any removal of the Executive from his position as Vice Chairman, Office of the Chief Executive Officer of MMC; (C) any failure by the Company to comply with the provisions of Article 3 hereof; (D) a failure by the Company to comply with any other material provision of this Employment Agreement; or (E) a change in the Executive’s

principal work location to more than 50 miles from his current work location. The Executive must give the Company written notice, in accordance with Section 6.2 hereof of any Good Reason termination of employment within 30 days of the first occurrence (as determined without regard to any prior occurrence that was subsequently remedied by the Company) of a Good Reason circumstance set forth above. Such notice must specify which of the circumstances set forth above the Executive is relying on and the particular action(s) or inaction(s) giving rise to such circumstance. The Good Reason termination must be effective no earlier than 30 days after the Executive’s delivery of the written notice and no later than 60 days after the occurrence of the circumstance giving rise to Good Reason; provided, however, that the Company may remedy such circumstances within 30 days after receipt of the written notice.

4. The following language should be inserted following the fourth sentence of Section 5.5(d):

Provided that the Executive is eligible to elect continuation of group medical and dental coverage as provided under COBRA at the time of the Executive’s termination of employment, the Executive may receive the welfare benefit described below (the “Welfare Benefit”) in lieu of such COBRA continuation coverage. The Welfare Benefit will provide continuation of group welfare coverage comparable to the coverage provided to similarly-situated active participants for 12 months following the Executive’s termination of employment, followed immediately by coverage for a period, and on a basis, that is substantially similar to the COBRA continuation coverage that would apply if the Executive’s termination of employment occurred at the conclusion of such 12-month period. The premium contribution for the first 12 months shall be the same as the premium contribution for similarly-situated active participants, except that the Executive’s premium contribution shall be made on an after-tax basis and the Company will impute taxable income equal to the difference between the premiums paid by the Executive and the full premium cost for similarly situated COBRA participants. Thereafter, the premium contribution shall be the same as for similarly-situated COBRA participants. Provision of the Welfare Benefit is subject to the Executive satisfying and continuing to satisfy all requirements necessary to maintain such coverage, including without limitation, paying his share of all required premiums on a timely basis. The Company will not provide the Executive with any additional compensation should he choose not to elect the Welfare Benefit.

5. The first sentence of Section 5.6 is amended to read as follows:

Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason (i) during the 6-month period immediately preceding the occurrence of a Change in Control (as defined in the Company’s 2000 Senior Executive Incentive and Stock Award Plan, as in effect on the date of the Change in Control) or (ii) during the 2-year period immediately following a Change in Control, the Executive shall be entitled to receive, in addition to the Accrued Obligations and the Welfare Benefit, promptly following the later of such termination and such Change in Control, a lump sum amount equal to the Annual Compensation (as defined in Section 5.5(d) hereof).

-2-

6. Section 5.7 is amended to read as follows:

5.7 Conditions and Timing of Payment. Any payments or benefits made or provided pursuant to this Article 5 (other than the Accrued Obligations) are subject to the Executive’s:

(a) compliance with the provisions of Article 4 and Section 5.9 hereof (provided that this shall not affect the payment to the Executive provided for below in this Section 5.7 unless the Executive is in material breach of any of such provisions as of the time such payment is to be made);

(b) delivery to the Company of an executed General Release, which is not revoked before it becomes irrevocable (the “Irrevocability Date”). The General Release shall be substantially in the form attached hereto as Exhibit A, with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose; and

(c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

The items referred to in Sections 5.7(b) and 5.7(c) shall be delivered to the Company in time to allow payments hereunder to qualify as “short term deferrals” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

Subject to Section 6.12(a), any amounts due following a termination under this Agreement (other than the Accrued Obligations) shall be paid to the Executive within thirty (30) days of the Irrevocability Date, but in no event later than the time necessary for the payment of such amounts to qualify as a “short term deferral” for purposes of Section 409A. Regardless of whether the General Release has been executed by the Executive, upon any termination of the Executive’s employment, the Executive shall be entitled to receive the Accrued Obligations within thirty (30) days after the date of termination or in accordance with the applicable plan, program or policy.

7. Section 6.12 is amended to read as follows:

6.12 Section 409A.

(a) Notwithstanding the due date of any post-employment payments, if at the time of the termination of employment the executive is a “specified employee” (as defined in Section 409A), the Executive will not be entitled to any payments upon termination of employment until the earlier of (i) the date which is six (6) months after the termination of employment for any reason other than death or (ii) the date of the Executive’s death. The provisions of this paragraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A.

-3-

(b) It is intended that this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the Treasury regulations relating thereto so as not to subject the Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this objective, to the extent that any regulations or other guidance issued under Section 409A would result in the Executive being subject to payment of “additional tax” under Section 409A, the parties agree to use their best efforts to amend this Agreement in order to avoid the imposition of any such “additional tax” under Section 409A, which such amendment shall be designed to minimize the adverse economic effect on the Executive without increasing the cost to the Company (other than transactions costs), all as reasonably determined in good faith by the Company and the Executive to maintain to the maximum extent practicable the original intent of the applicable provisions. This Section 6.12 does not guarantee that payments under this Agreement will not be subject to “additional tax” under Section 409A.

WITNESS WHEREOF, each of the parties hereto has duly executed this amendment to the Agreement on this 12 day of December, effective as of December 31, 2008.

MARSH & MCLENNAN COMPANIES, INC.
By:	/s/ Brian Duperreault
	Brian Duperreault
	President & Chief Executive Officer
	/s/ David a. Nadler
	DAVID A. NADLER

-4-

EX-10.3

Exhibit 10.3

MARSH & McLENNAN LETTERHEAD

February 8, 2010

David A. Nadler

[Address]

[City, State Zip Code]

Subject:        Terms of Employment

Dear David:

This letter agreement is intended to set forth the terms of your continued employment by Marsh & McLennan Companies, Inc. (“MMC” or the “Company”) as its Vice Chairman. This position reports to the Chief Executive Officer of MMC. Your current principal work location is in New York, NY. The terms of this letter agreement are effective upon the expiration of the term of the Employment Agreement dated as of March 1, 2007 between you and MMC, as amended effective December 31, 2008 (the “Prior Agreement”) on February 28, 2010.

1. Duties and Responsibilities

You will continue to devote all of your attention and time during working hours to the affairs and business of the Company and use your best efforts to perform such duties and responsibilities as are consistent with your position and as shall, from time to time, be reasonably assigned to you by the Chief Executive Officer of MMC. 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 MMC and any corporation, partnership, joint venture, limited liability company, or other entity in which MMC 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 MMC.

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 will be considered for adjustment in succeeding years as part of your normal performance management process.

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

February 8, 2010

David A. Nadler

Page 2

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 MMC stock units, or a combination thereof. 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. For this purpose, your target annual bonus shall be deemed to be 100% of your annual base salary. 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 MMC’s disability carrier or 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 MMC’s 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 MMC Board of Directors (the “Committee”) as set forth in the award agreement and in MMC’s 2000 Senior Executive 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. If the terms and conditions of your awards include a provision for “early retirement”, your awards would be eligible for “early retirement” treatment based on your age and years of service with the Company. The Committee may, in its sole discretion, determine to enhance the early retirement treatment of your awards.

e. Benefit Programs: You and your eligible family members are eligible for participation in 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. Please be aware that nothing in this letter agreement shall limit the Company’s ability to change, modify, cancel or amend any such policies or plans. In addition, you will be eligible to participate in the MMC Financial Services Program, as in effect from time to time.

February 8, 2010

David A. Nadler

Page 3

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 Pay Plan”) until you reach age 65. In the event that your employment with the Company terminates for any reason before you reach age 65, the Senior Executive Severance Plan will govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company.

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 MMC 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.

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, including specifically the restrictions and provisions (including the

February 8, 2010

David A. Nadler

Page 4

provision describing a post-employment independent contractor arrangement) set forth in Section 4 of the Prior Agreement, shall remain in full force and effect and, by your execution of this letter agreement, you hereby reaffirm and ratify such restrictions.

5. 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 MMC. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. MMC 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 the Company, as applicable. If and to the extent that this letter agreement is so assigned, the “Company” as used throughout this letter agreement shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid.

c. Merger of Terms. Except as set forth 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, including, without limitation, the Prior Agreement.

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 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

February 8, 2010

David A. Nadler

Page 5

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 MMC.

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 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.

February 8, 2010

David A. Nadler

Page 6

i. Withholding Requirements. All amounts paid or provided to you under this 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 February 19, 2010.

Sincerely,

/s/ Brian Duperreault

Brian Duperreault

President and Chief Executive Officer

Marsh & McLennan Companies, Inc

Accepted and Agreed:

/s/ David Nadler

(Signature)

February 9, 2010

(Date)

February 8, 2010

David A. Nadler

Page 7

Exhibit A

Base Salary	$750,000
Target Bonus Opportunity	Bonus awards are discretionary. Anticipated target bonus of $1,500,000. Actual bonus may range from 0% - 200% of target, based on individual and company performance targets (including, but not limited to, targets related to your performance and MMC’s financial performance) as MMC may establish from time to time; provided that a portion of the target bonus will be based on performance measures related to revenue generation, participation in operating company business development and cross operating company opportunities, and other client initiatives.
Target Long Term Incentive Opportunity	Long term incentive awards are discretionary. Anticipated target grant-date value of $1,500,000.

EX-10.4

Exhibit 10.4

MARSH & McLENNAN COMPANIES, INC.

2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

AND

2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

OF

RESTRICTED STOCK UNIT AWARDS

GRANTED ON [DATE]

1

TABLE OF CONTENTS

I. BACKGROUND		3
II. AWARDS		3
A.	General	3
	1. Rights of Award Holders	3
	2. Restrictive Covenants Agreement	3
B.	Stock Units	3
	1. General	3
	2. Vesting	4
	3. Accumulation of Dividend Equivalents	4
	4. Delivery of Shares	4
C.	Satisfaction of Tax Obligations	4
	1. U.S. Employees	4
	2. Non-U.S. Employees	5
III. EMPLOYMENT EVENTS		5
A.	Death	5
B.	Permanent Disability	5
C.	Normal Retirement – Outside the European Union	6
D.	Early Retirement – Outside the European Union	6
E.	Retirement Treatment – Within the European Union	6
F.	Termination by the Company Other Than for Cause	6
G.	All Other Terminations	7
H.	Condition to Vesting of Award	7
I.	Determination of Pro Rata Vesting upon Termination of Employment	7
J.	Section 409A of the Code	7
IV. CHANGE IN CONTROL PROVISIONS		9
V. DEFINITIONS		10
VI. ADDITIONAL PROVISIONS		12
VII. QUESTIONS AND ADDITIONAL INFORMATION		13

2

I. BACKGROUND

An award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan or the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (as applicable to you, the “Plan”). The type of Award, the number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock and the vesting schedule applicable to that Award are specified in materials provided to you by Global & Executive Compensation (“Grant Documentation”). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”). For employees outside the United States, the awards are subject to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable), and the Plan will be referred to herein as the “Award Documentation.” As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

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

II. AWARDS

A. General.

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

2. Restrictive Covenants Agreement. A Restrictive Covenants Agreement in a form determined by Marsh & McLennan Companies (“Restrictive Covenants Agreement”) must be in place in order to accept your Award and you must further reaffirm the Restrictive Covenants Agreement in order for your Award to vest as provided in Section III. Failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement by the date specified in the Grant Documentation will result in forfeiture of all of your rights, title and interest in and to the Award.

B. Stock Units.

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

3

2. Vesting. Subject to your continued employment, [Percentage] of the Stock Units will vest on [Vesting Date (s)] of the grant date of the Award occur. Any date on which a Stock Unit is scheduled to vest is a “Scheduled Vesting Date.” If your employment terminates prior to a Scheduled Vesting Date, your right to the Stock Units will be determined in accordance with Section III below.

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

4. Delivery of Shares. Shares of Common Stock in respect of the Stock Units covered by the Award shall be distributed to you as soon as practicable after vesting, and in no event later than 60 days after vesting. The delivery of shares of Common Stock in respect of the Stock Units is conditioned on the satisfaction of any applicable tax obligations, as described in Section II.C. Any shares of Common Stock, cash and/or other property that may be deliverable to you following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge the Company’s obligations under the Award.

C. Satisfaction of Tax Obligations.

1. U.S. Employees.

a. Applicable employment taxes are required by law to be withheld when a Stock Unit vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units are delivered to you. A sufficient number of shares of Common Stock will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.

4

2. Non-U.S. Employees.

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

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

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

III. EMPLOYMENT EVENTS

A. Death.

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

B. Permanent Disability.

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

5

C. Normal Retirement – Outside the European Union.

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

D. Early Retirement – Outside the European Union.

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

E. Retirement Treatment – Within the European Union.

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

F. Termination by the Company Other Than for Cause.

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

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

6

G. All Other Terminations.

For all other terminations of employment not described in Sections III.A through F above (including but not limited to a termination by the Company for Cause), all of your rights, title and interest in and to the Award, whether vested or unvested, shall be forfeited on the date of such termination of employment. For purposes of these Terms and Conditions, your employment will be treated as terminated when you are no longer employed by the Company.

H. Condition to Vesting of Award Prior to a Scheduled Vesting Date.

In the event of your Permanent Disability, termination of employment due to Normal Retirement or Early Retirement, the determination that you are eligible for retirement treatment upon your termination of employment, or your termination of employment other than for Cause as described in Sections III.B through F, any unvested portion of the Award will vest as provided in the applicable portion of Section III; provided that you execute and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement within 30 days following your termination of employment or the occurrence of your Permanent Disability. Failure to timely execute and comply with the Restrictive Covenants Agreement will result in forfeiture of all of your rights, title and interest in and to the Award, whether vested or unvested.

I. Determination of Pro Rata Vesting upon Termination of Employment.

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

where

A	=	the number of Stock Units covered by the Award;
B	=	the number of days in the period beginning on the grant date of the Award and ending on the employment termination date;
C	=	the number of days in the period beginning on the grant date of the Award and ending on the last Scheduled Vesting Date; and
D	=	the number of Stock Units that have previously vested.

J. Section 409A of the Code.

1. Notwithstanding any other provision herein, your Award may be subject to additional restrictions to ensure compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder (regarding nonqualified deferred compensation) (“Section 409A of the Code”). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”) intends to administer the Awards in accordance with Section 409A of the Code and reserves the right to make changes in the

7

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

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

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to Marsh & McLennan Companies or any of its affiliates in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the level of services that you provided to Marsh & McLennan Companies and its affiliates in the preceding 36 months (or shorter period of service if, for example, your total service with Marsh & McLennan Companies is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies Long-Term Disability benefits will be ignored.

3. Notwithstanding any provision herein, if at the time of the termination of your employment you are a “specified employee” (as defined in Section 409A of the Code) no portion of your Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code shall be distributed until the first day of the seventh month after the termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code. This subparagraph does not guarantee that your Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code.

8

IV. CHANGE IN CONTROL PROVISIONS

A. Treatment of Awards.

Upon the occurrence of a “Change in Control” of Marsh & McLennan Companies, as defined in the Plan, the Award will continue to vest as specified in Section II or, if earlier, will become fully vested upon your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control.

B. Additional Payment for Grantees Subject to U.S. Income Tax.

1. The value of the accelerated vesting of the Award because of a Change in Control (the “Accelerated Award”) may be subject to a 20% federal excise tax under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Excise Tax”). The Excise Tax is imposed on a select group of highly-compensated employees when the value, as determined by applicable regulations, of payments in the nature of compensation contingent on a Change in Control (including an amount reflecting the value of the accelerated vesting of the Award) equals or exceeds three times the average of your last five years’ W-2 earnings.

2. If a Change in Control occurs and the vesting of the Award is accelerated, Marsh & McLennan Companies will determine if the Excise Tax is payable by you. If the Excise Tax is payable by you, Marsh & McLennan Companies will pay to you, within five business days of making the determination, an amount of money (the “Additional Payment”) such that after payment of applicable federal, state and local income taxes (other than any taxes arising under Section 409A of the Code), employment taxes and any Excise Tax imposed upon the Additional Payment, you will retain an amount of the Additional Payment equal to the Excise Tax imposed in respect of the Accelerated Award. If the Additional Payment, after payment of such taxes, is later determined to be less than the amount necessary to reimburse you for the Excise Tax you owe in respect of the Accelerated Award, a further payment will be made to you. If the Additional Payment, after payment of applicable taxes, is later determined to be more than the amount necessary to reimburse you for the Excise Tax you owe in respect of the Accelerated Award, you will be required to reimburse Marsh & McLennan Companies for such excess. To the extent applicable under Section 409A of the Code, in all events, Marsh & McLennan Companies will pay to you the Additional Payment no later than the end of the taxable year following the taxable year in which you pay the Excise Tax.

9

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 Company’s Code of Business Conduct & Ethics;

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

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

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

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

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

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

1. a material reduction in your base salary;

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

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

4. a relocation of more than 50 miles from your office location in effect immediately prior to the Change in Control;

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

10

D. “Normal Retirement Date” and “Early Retirement Date” shall have the respective meanings given such terms (or any comparable substitute terms or concepts) set forth in the primary retirement plan or program applicable to you upon your termination of employment (whether sponsored by Marsh & McLennan Companies, your employer or otherwise).

E. “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.

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

G. Additional Definitions.

The terms below are defined on the following pages:

Accelerated Award	8
Additional Payment	8
Award	3
Award Documentation	3
Change in Control	8
Committee	7
Country-Specific Notices	3
Common Stock	3
Employing Company	6
Excise Tax	8
Grant Documentation	3
Marsh & McLennan Companies	3
Plan	3
Restrictive Covenants Agreement	3
RSU	3
Scheduled Vesting Date	4
Section 409A of the Code	7
Stock Unit	3
Terms and Conditions	3

11

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 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 your Award without your consent.

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

B. Additional Provisions—Outside 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 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 if you are, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country in which you

12

are then resident or primarily employed, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII. QUESTIONS AND ADDITIONAL INFORMATION

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

Global & Executive Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036-2774

United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

13

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, 2011 (Unaudited)		Years Ended December 31,
			2010		2009		2008		2007		2006
Earnings
Income before income taxes	$	447	$	769	$	552	$	494	$	759	$	799
Interest expense		51		233		241		220		266		303
Portion of rents representative of the interest factor		37		140		132		145		162		162
	$	535	$	1,142	$	925	$	859	$	1,187	$	1,264
Fixed Charges
Interest expense	$	51	$	233	$	241	$	220	$	266	$	303
Portion of rents representative of the interest factor		37		140		132		145		162		162
	$	88	$	373	$	373	$	365	$	428	$	465
Ratio of Earnings to Fixed Charges		6.1		3.1		2.5		2.4		2.8		2.7

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 6, 2011	/s/ Brian Duperreault
	Brian Duperreault
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Vanessa A. Wittman, certify that:

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

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 6, 2011	/s/ Vanessa A. Wittman
	Vanessa A. Wittman
	Executive Vice President & 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, 2011 of Marsh & McLennan Companies, Inc. (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Brian Duperreault, the President and Chief Executive Officer, and Vanessa A. Wittman, the Executive Vice President & Chief Financial Officer, of Marsh & McLennan Companies, Inc. each certifies that, to the best of his or her knowledge:

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 6, 2011	/s/ Brian Duperreault
	Brian Duperreault
	President and Chief Executive Officer
Date: May 6, 2011	/s/ Vanessa A. Wittman
	Vanessa A. Wittman
	Executive Vice President & Chief Financial Officer