Section 409A Amendment Regarding Payments Conditioned Upon Employment-Related Action to Any and All Plans or Arrangements Entered into by the Marsh & McLennan Companies, Inc., or any of its Direct or Indirect Subsidiaries, that Provide for the Payment of Section 409A Nonqualified Deferred Compensation

WHEREAS, the American Jobs Creation Act added Section 409A to the Internal Revenue Code of 1986, as amended (“Section 409A”), which, among other things, restricts the time and form of payment of certain nonqualified deferred compensation (“NQDC”) to U.S. taxpayers; and

WHEREAS, Marsh & McLennan Companies, Inc. (“MMCo”) and its direct or indirect operating company subsidiaries (together with MMCo, the “Company”) seek to design compensation to be exempt from Section 409A, but there are instances where an exemption is not or might not be available; and

WHEREAS, in circumstances where any Company arrangement is subject to Section 409A, the Company seeks to ensure that such arrangement complies with Section 409A in both form and operation, taking into account applicable IRS guidance and the advice of counsel; and

WHEREAS, certain Company arrangements may condition payment of NQDC on the completion of one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenants agreement (an “Employment-Related Action”) which may be contained in the same document as the terms of the NQDC or in a separate document; and

WHEREAS, the IRS has stated in recent guidance that conditioning NQDC payments on an Employment-Related Action may constitute a form defect under Section 409A if the applicable arrangement is not properly structured; and

WHEREAS, in response to that IRS guidance, the Company has determined that it is desirable to amend all existing plans, awards and arrangements and any such future plans, awards and arrangements (including, without limitation, standardized or form agreements), unless they contain explicit language to the contrary, that provide for the payment of NQDC that is subject to Section 409A and conditioned on an Employment Related Action (together, as further defined below, the “Relevant Plans”). Relevant Plans include: (i) awards granted under the MMCo 2000 Employee Incentive and Stock Award Plan, the MMCo 2000 Senior Executive Incentive and Stock Award Plan or the MMCo 2011 Incentive and Stock Award Plan (collectively, the MMCo Equity Plans”); and (ii) other compensation arrangements including but not limited to, applicable individual employment letters and other agreements, incentive, retention, separation or severance plans, programs and policies, any nonqualified retirement plan, and any other element of compensation for a Company service provider under which payments are conditioned on an Employment-Related Action; and

WHEREAS, the Company’s Chief Human Resources Officer, Laurie Ledford, has general and specific corporate authority to act on behalf of the Company with respect to benefits and compensation matters.

NOW, THEREFORE, to ensure that a service provider cannot affect the taxable year of receipt of NQDC, whether intentionally or inadvertently, by varying the timing of an Employment-Related Action, each Relevant Plan is hereby amended as follows, effective as of December 21, 2012:

(2)    if the timing of payment under a Relevant Plan could be influenced by the timing of the completion of an Employment-Related Action, and the period for payment or commencement of payment, subject to the completion of an Employment Related Action, (the “Applicable Period”) spans multiple calendar years, then if such Employment Related Action is in fact timely completed or effective, it will be deemed to have been completed on the later of: (a) the first day of the latest calendar year in the Applicable Period, or (b) the date the Employment-Related Action is timely completed.

The foregoing will be deemed to supersede any inconsistent provisions of any Relevant Plan and, in the event of any ambiguity, each Relevant Plan will be interpreted consistent with the requirements of Section 409A pertaining to Employment-Related Actions.

IN WITNESS WHEREOF, Laurie Ledford, in her capacity as the Company’s Chief Human Resources Officer, has executed these amendments on December 27, 2012.