Benefits Handbook

The shares of stock held in the MMC Stock Fund may pay dividends from time to time, usually on a quarterly basis (although dividends are never guaranteed). The dividends attributable to any portion of your account invested in the MMC Stock Fund will be automatically reinvested in the MMC Stock Fund. You cannot elect to have dividends paid to you in cash.

You have voting rights with respect to the shares of Marsh & McLennan Companies stock held in any portion of your account that is invested in the MMC Stock Fund. You will be sent voting information, accompanied by a proxy statement, for your share of Marsh & McLennan Companies stock held in the MMC Stock Fund under the Plan, when shareholder votes are solicited. For example, shareholders can vote on the election of members of the Company's Board of Directors.

You will receive proxy statements and annual reports given by the Company to its shareholders and if there is ever a tender offer to purchase Marsh & McLennan Companies stock, you will also receive material relating to that offer.

You vote by following the instructions included with the proxy statement. Your vote is kept confidential by the Trustee and will not be revealed to any employee, officer, or director of the Company or Marsh & McLennan Companies.

You will be informed of the person at Marsh & McLennan Companies responsible for monitoring confidentiality procedures.

You can also contact the Plan Administrator for this information.

Marsh & McLennan Companies common stock held by the Trustee for which no voting instructions are received will be voted by the Trustee in the same proportions as the Trustee was instructed to vote with respect to shares for which it received instructions.

The Plan Administrator has established similar procedures that it deems appropriate to enable you to timely respond to a tender offer to purchase shares of Marsh & McLennan Companies common stock. These will include "pass through" from the Trustee to you enabling you to instruct the Trustee, on a confidential basis, whether to tender your share of Marsh & McLennan Companies stock held in the MMC Stock Fund.

These special rules apply only to the MMC Stock Fund. You may be permitted to vote proxies issued by other investment options other than the MMC Stock Fund.