Second Amendment to Employment Letter Agreement between Marsh & McLennan Companies, Inc. and Peter Zaffino

Summary

This agreement is a second amendment to the original employment letter between Marsh & McLennan Companies, Inc. and Peter Zaffino. It updates the terms of Zaffino's employment, confirming his roles as Chairman of the Risk and Insurance Services segment and CEO of Marsh LLC. The amendment sets his annual base salary at $1,000,000, outlines a discretionary annual bonus with a $2,250,000 target, and details a discretionary long-term incentive award with a $3,750,000 target. The agreement is effective as of May 18, 2016, and requires Zaffino's acknowledgment and signature.

EX-10.5 6 termsofemployment-zaffinoe.htm ZAFFINO 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 10.5

June 10, 2016

Peter Zaffino

[Address]

[City, State Zip Code]

Subject: Terms of Employment

Dear Peter:

This second amendment to the Letter Agreement, dated November 21, 2013, between you and Marsh & McLennan Companies, Inc. (the “Initial Letter Agreement”), as amended on June 6, 2014 (the “First Amendment” and, together with the Initial Letter Agreement, the “Letter Agreement”), revises the terms and conditions of your employment by Marsh LLC. The Letter Agreement will continue to govern your employment except as specified below:


1.	Your title is Chairman of the Risk and Insurance Services segment and Chief Executive Officer of Marsh LLC.


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

The terms of this second amendment are effective as of May 18, 2016. Please acknowledge your agreement with the terms of the Letter Agreement, as amended by this second amendment, by signing and dating the enclosed copy and returning it to me on or before June 24, 2016.

Sincerely,

/s/ Daniel S. Glaser

Daniel S. Glaser

President and Chief Executive Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Peter Zaffino

(Signature)

06/24/16

(Date)

June 10, 2016

Peter Zaffino

Page 2

Exhibit A



Board or Committee Memberships	Ÿ New York Police & Fire Widows’ & Children’s Benefit Fund Ÿ National Advisory Board of Youth INC Ÿ The Michael J. Fox Foundation
Annual Base Salary	$1,000,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Target bonus of $2,250,000 commencing with the 2016 performance year (awarded in 2017). Actual bonus may range from 0% - 200% of target, based on achievement of individual performance objectives, the Risk and Insurance Services segment’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
Annual Target Long Term Incentive Opportunity	Long-term incentive awards are discretionary. Target award of $3,750,000 (based on grant date fair value), commencing with the award made in 2017.