First Amendment to Employment Letter Agreement between Marsh & McLennan Companies, Inc. and Mark C. McGivney

Summary

This amendment updates the employment terms for Mark C. McGivney as Chief Financial Officer of Marsh & McLennan Companies, Inc. Effective January 17, 2018, it replaces Exhibit A of the original 2015 letter agreement, specifying McGivney's annual base salary, target bonus, and long-term incentive opportunities. All other terms of the original agreement remain in effect. The amendment requires McGivney's acknowledgment and signature to confirm acceptance of the revised terms.

EX-10.56 3 mmc12312017ex_1056.htm MCGIVNEY LETTER AGREEMENT Exhibit



		Daniel S. Glaser President and Chief Executive Officer Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036 212 ###-###-#### Fax ###-###-#### *@* www.mmc.com

Exhibit 10.56

January 17, 2018

Mark C. McGivney

[Address]

[City, State, Zip Code]

Subject: Terms of Employment

Dear Mark:

This first amendment to the letter agreement, dated September 17, 2015, between you and Marsh & McLennan Companies, Inc. (the “Letter Agreement”) revises the terms and conditions of your employment as follows:


1.	Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.

The terms of this amendment are effective as of January 17, 2018. Except as amended by this amendment, the Letter Agreement will continue to govern your employment as the Chief Financial Officer of Marsh & McLennan Companies, Inc.

Please acknowledge your agreement with the terms of the Letter Agreement, as amended by this amendment, by signing and dating this and the enclosed copy of this amendment and returning it to me.

Sincerely,

/s/ Daniel S. Glaser

Daniel S. Glaser

President and Chief Executive Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Mark C. McGivney

(Signature)

1/17/18__________

(Date)

January 17, 2018

Mark C. McGivney

Page 2

Exhibit A



Board or Committee Memberships	Accounting Advisory Board of the University of Rhode Island College of Business Administration
Annual Base Salary	$750,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Target bonus of $1,200,000. Actual bonus may range from 0% - 200% of target, based on achievement of individual performance objectives and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
Annual Target Long Term Incentive Opportunity	Long-term incentive awards are discretionary. Target award of $2,000,000 (based on grant date fair value), commencing with the award made in 2018.