Benefits Handbook

Change in control shall have occurred if any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner", directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities.

Notwithstanding any contrary provision of the Plan, immediately upon the occurrence of a Change in Control, the Company shall pay, to each Supplemental Savings & Investment Plan participant, such participant's Supplemental Savings & Investment Plan benefit in a single distribution of shares of Marsh & McLennan Companies Stock in respect of notional shares of Marsh & McLennan Companies stock and a lump sum cash payment equal to the value of such participant's other notional investments or to the extent all of the shares of Marsh & McLennan Companies Stock have been changed, exchanged or converted into cash, property or other securities of the Company in connection with such Change in Control, in such cash, property or other securities to which such Supplemental Savings & Investment Plan participant would have been entitled if the Supplemental Savings & Investment Plan benefit had been paid in the manner as set forth prior to the Change in Control.