Description of Compensation Arrangements for Independent Directors

EX-10.2 3 dex102.htm DESCRIPTION OF COMPENSATION ARRANGEMENTS FOR NON-EXECUTIVE DIRECTORS Description of compensation arrangements for non-executive directors

Exhibit 10.2

Effective June 1, 2009, which was the start of the Board’s annual pay cycle, Marsh & McLennan Companies, Inc. (“MMC”) compensates its independent directors as follows:

Basic Annual Retainer. All independent directors will receive a basic annual retainer of $100,000. Under the terms of MMC’s Directors’ Stock Compensation Plan, directors may elect to receive the basic annual retainer in cash, common stock or a combination thereof.

Annual Stock Grant. On June 1 of each year, all independent directors will receive an annual grant of MMC common stock with a market value of $100,000 on the grant date.

Supplemental Annual Retainers for Committee Chairs. The chairs of the Board’s audit, compensation, compliance, finance, directors and governance and corporate responsibility committees will each receive a supplemental annual retainer of $15,000.

Supplemental Annual Retainer for Non-Executive Chairman. The Board’s independent chairman will receive a supplemental annual retainer of $150,000. The independent chairman may elect to receive this amount in cash, common stock or a combination thereof.