This document constitutes part of a prospectus covering securities that have been registered underthe Securities Act of 1933. The date of this prospectus is [Date]. MARSH & McLENNAN COMPANIES, INC. 2000 SENIOR EXECUTIVE INCENTIVE AND STOCKAWARD PLAN AND 2000 EMPLOYEEINCENTIVE AND STOCK AWARD PLAN Terms and Conditions for Award of Deferred Stock Units

Exhibit 10.20

This document constitutes part of a prospectus covering securities that have

been registered under the Securities Act of 1933.

The date of this prospectus is [Date].

MARSH & McLENNAN COMPANIES, INC.

2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

AND

2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN

Terms and Conditions for Award of Deferred Stock Units

to U.S. Award Recipients

This award of deferred stock units has been granted to you on [Award Date] (the “Award Date”) 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”) as specified in the Award Letter (defined below). For purposes of these Terms and Conditions, “MMC” means Marsh & McLennan Companies, Inc. and any successor thereto.

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As provided in these Terms and Conditions, you must execute a Restrictive Covenants Agreement in a form determined by MMC (“Restrictive Covenants Agreement”) to accept your Award and for your Award to vest upon certain terminations of employment. The Restrictive Covenants Agreement generally applies for a period of one year commencing with your termination of employment. A copy of the Restrictive Covenants Agreement is enclosed. You may wish to consider consulting an attorney at your own expense before signing the Restrictive Covenants Agreement. Please retain a copy of your signed Restrictive Covenants Agreement for your records. Failure to timely execute and comply with the Restrictive Covenants Agreement by the date specified in the Award Letter will result in forfeiture of all of your rights, title and interest in and to the Award.

If your employment with MMC or any of its subsidiaries or affiliates (the “Company”) terminates, the following shall apply:

In the event your employment is terminated because of your death, the DSUs will vest at such termination of employment.

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Upon the occurrence of your Permanent Disability (as defined in Section III.G.), the DSUs will vest provided that you satisfy the condition to vesting described in Section III.F.

In the event of a sale or similar transaction involving the business unit for which you work (the “Employing Company”) as a result of which the Employing Company ceases to be a subsidiary of MMC, your termination of employment will be treated as a Termination Other than for Cause.

For all other terminations of employment, 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, except to the extent that the Compensation Committee of the MMC Board

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of Directors (the “Committee”) may determine otherwise. For purposes of these Terms and Conditions, your employment will be treated as terminated when you are no longer employed by MMC or any affiliate or subsidiary of MMC.

In the event of your termination of employment due to Permanent Disability or Termination other than for Cause as described in Section III.B or C, any unvested portion of the Award will vest as provided in Section III.B or C; provided that you reaffirm your Restrictive Covenants Agreement within 30 days following your termination of employment. Failure to timely reaffirm 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.

As used in these terms and conditions, “Permanent Disability” will be deemed to occur when MMC’s disability carrier determines 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.

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

MMC Global Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York l0036-2774

Telephone Number: (212)  ###-###-####

Facsimile Number: (212)  ###-###-####

The following is a summary of the United States Federal income tax consequences of your Award. This discussion does not address all aspects of the U.S. Federal income tax consequences that may be relevant to you in light of your personal investment or tax circumstances and does not discuss any state or local tax consequences of your Award. This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Code, and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Please consult your own tax advisor concerning the application of the U.S. Federal income tax laws to your particular situation, as well as the applicability and effect of any state or local tax laws before taking any actions with respect to your Award.

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You will not be subject to tax upon the grant of deferred stock units. Upon vesting of deferred stock units, the fair market value of the shares of common stock covered by the Award on the vesting date will be subject to FICA employment tax withholding. Upon distribution of the shares of common stock (or, in the event Section IV.A.3 is applicable, cash or other property) underlying the deferred stock units, you will recognize as compensation income an amount equal to the fair market value on the date of distribution of the shares of common stock (and/or cash or other property) received. This amount of income will be subject to income tax withholding on the date of distribution. Your basis in any shares of common stock received will be equal to the fair market value of the shares of common stock on the date of distribution, and your holding period in such shares will begin on the day following the date of distribution. If any dividend equivalents are paid to you, they will be includible in your income as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding. In the taxable year in which you recognize ordinary income on account of shares of common stock awarded to you, the Company generally will be entitled to a deduction equal to the amount of income recognized by you.

Notwithstanding any other provision herein, your Award may be subject to additional restrictions to ensure compliance with the requirements of Section 409A of the Code (regarding nonqualified deferred compensation) and regulations thereunder. The Committee intends to administer the Awards in accordance with Section 409A of the Code and reserves the right to make changes in the 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 yet reflect Section 409A of the Code and the regulations thereunder. If your Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all vested but unpaid awards under the Plan that are subject to Section 409A of the Code, plus interest at the underpayment rate plus 1%, plus a 20% penalty.

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.

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