Section 409A Amendment Document

Exhibit 10.22

Section 409A Amendment Document

WHEREAS, the American Jobs Creation Act was signed into law on October 22, 2004 and it added Section 409A to the Internal Revenue Code of 1986, as amended (“Section 409A”), which, principally, restricts the timing of deferral elections and the time and form of distributions of certain nonqualified deferred compensation (“NQDC”) provided to employees, independent contractors and directors who are U.S. taxpayers (including expatriates); and

WHEREAS, all NQDC must be in documentary compliance with Section 409A by December 31, 2008, pursuant to final Treasury Department and Internal Revenue Service (“IRS”) regulations that will become effective January 1, 2009 and, prior to that date, transitional guidance (i) required good faith operational compliance with Section 409A until those regulations became effective and (ii) permitted certain changes to the timing of deferral elections and the time and form of distributions that would otherwise not be permitted under Section 409A; and

WHEREAS, there are a variety of compensation arrangements that are exempt from Section 409A, including, but not limited to, compensation payable within the short-term deferral period under the Section 409A regulations, restricted stock awards, stock options granted at fair market value, separation pay resulting from an involuntary termination of employment and “grandfathered” amounts under the Section 409A regulations; and

WHEREAS, if no exemption from Section 409A applies to a particular NQDC arrangement, such NQDC must be in both documentary and operational compliance with Section 409A; and

WHEREAS, if the NQDC does not comply with Section 409A and the regulations thereunder, the affected individual will be subject to immediate ordinary income tax, a “penalty” tax of 20%, and additional interest payments with respect to such NQDC and certain other “like” NQDC arrangements in which the individual participates (even if such “like” NQDC arrangements comply with Section 409A); and

WHEREAS, Marsh & McLennan Companies, Inc. (“MMC”) and its operating company subsidiaries (together with MMC, the “Company”) has a reporting obligation with respect to NQDC and any nonexempt, noncompliant NQDC; and

WHEREAS, the Company has worked to (i) interpret and apply the guidance issued to date by the Treasury Department and the IRS and the legal advice provided by counsel on Section 409A; (ii) identify, collect and assess compensation arrangements that are or may be affected by Section 409A; (iii) operate NQDC arrangements in good faith compliance with Section 409A; and (iv) address any identified Section 409A compliance issues consistent with the Company’s philosophy for its Section 409A compliance efforts, specifically: (A) design or amend the Company’s compensation arrangements to be exempt from Section 409A; and (B) if an exemption from Section 409A is unavailable or undesirable for business reasons, design, operate and/or amend the NQDC so that it complies with Section 409A and the regulations thereunder; provided, that any such amendments minimize, to the extent practicable, any adverse impact to the service providers; and

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WHEREAS, the Company has taken significant actions to date related to Section 409A compliance, including, but not limited to:

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WHEREAS, on November 19, 2008, the Compensation Committee of the MMC Board of Directors (the “Compensation Committee”): (i) approved certain amendments to equity-based awards granted by the Company (the “Committee Approval”); and (ii) authorized MMC management to make any amendments to existing compensation arrangements deemed necessary or appropriate in order to make such arrangements exempt from or, alternatively, compliant with Section 409A and the regulations thereunder; provided, that any such amendments minimize, to the extent practicable, any adverse impact on the service providers (the “Authority to Amend”); and

WHEREAS, pursuant to the Committee Approval, the Authority to Amend and additional general and specific corporate authority for these matters, the Vice President of Corporate Human Resources approved: (i) the distribution of a prospectus supplement entitled “Amendments to Certain MMC Equity-Based Awards Due to U.S. Tax Law Changes” dated December 10, 2008 (the “Prospectus Supplement”) to the recipients of certain equity-based awards affected by Section 409A, which approval is confirmed by execution of this amendment; (ii) a document entitled “Marsh & McLennan Companies, Inc. Internal Revenue Code Section 409A Compliance Policy for Covered Arrangements”; and (iii) a document entitled “Section 409A Compliance Amendment for Severance Plans;” and

WHEREAS, the Company has determined that it is desirable to make certain additional amendments to: (i) awards granted under the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan or the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (collectively, the MMC Equity Plans”) that may be subject to Section 409A; and (ii) other compensation arrangements that may be subject to Section 409A, including, but not limited to, individual agreements, incentive plans, programs and policies, taxable fringe benefit plans, programs and policies, the BEP, the SRP, the SSIP and any other nonqualified retirement plan, and any other element of compensation for a service provider providing services to the Company (collectively, the “Compensation Arrangements”); and

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WHEREAS, pursuant to the Committee Approval, the Authority to Amend and additional general and specific corporate authority for these matters, the Vice President of Corporate Human Resources is authorized to make the desired amendments;

NOW, THEREFORE, the following amendments are adopted and approved, effective January 1, 2009:

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IN WITNESS WHEREOF, Leon J. Lichter, in his capacity as Vice President of Corporate Human Resources, has executed these amendments on December 24, 2008.

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