Benefits Handbook

The following tax information is only a summary of the principal US federal income tax law relating to participation in the Plan as of the date of this Prospectus, does not purport to be complete, and does not cover, among other things, foreign, state or local tax treatment of participation in the Plan. Further, this description expressly does not discuss the gift, estate, excise (including the rules applicable to deferred compensation under Code Section 409A), or any other tax laws other than US federal income tax law. Furthermore, differences in the financial situations of participants may cause foreign, federal, state and local tax consequences of participation in the Plan to vary. The tax consequences discussed below are subject to change. Therefore, you are urged to consult with a qualified tax advisor regarding your individual tax consequences of participating in the Plan. This summary is not legal advice concerning tax matters.

All contributions to this Plan are after-tax, as required by the Internal Revenue Code. The Plan provides for offerings that are intended to be tax-qualified under Section 423 of the US Internal Revenue Code (IRC). Under a plan which so qualifies, no taxable income is recognized either upon receipt of the purchase right on the first day of the offering period or upon the actual purchase of shares on each purchase date. The following questions and answers address the tax consequences of participating in a tax-qualified offering under Section 423 of the IRC.

Yes. The 2% interest your contributions earn during the plan year is taxable income to you, even though it is credited to your balance in the Plan and not actively paid to you.

Taxes are withheld on interest income when the interest is credited to you.

No. Taxes are only paid when you sell or otherwise dispose of the shares or when you receive dividends (whether they are paid to you or reinvested in additional shares).

Yes. Dividends are considered taxable income whether they are paid to you or are reinvested in additional shares.

Fidelity Investments or another service provider you selected will report to you all dividends paid on the shares during any calendar year on an IRS Form 1099DIV by January 31 of the following year. A copy of this form will also be provided to the IRS.

Consult with a financial or tax professional for information about your personal tax situation.

You are personally responsible for taxes due when you sell or otherwise dispose of shares. The amount of tax you pay depends in part on when you sell or otherwise dispose of the shares. As a reminder, once shares are purchased through the Plan or your contributions are withdrawn, the Plan no longer has any role in your ownership of those shares or your withdrawn contributions. As a result, the Company will not have a role with respect to whether or how you hold or sell your shares and any associated taxes payable by you. You are solely personally responsible for any taxes due as a result of your decision to sell your shares purchased through the Plan.

Any additional gain above the amount recognized as ordinary income must be reported as capital gains income. If you sell or otherwise dispose of your shares at a price that is lower than your purchase price, there is no ordinary income and you must report the loss as a capital loss.

Regardless of when you sell your shares, you must make arrangements to satisfy any applicable federal, state, local or foreign tax obligations. Your employer is not in a position to withhold amounts to satisfy any such obligations due on the sale of shares that you choose to hold after they have been purchased through your participation in the Plan.

Further, you are responsible for keeping a record of the cost basis you used when you sold your shares.

If you have selected to stay with the default provider, Fidelity Investments will report to you total sales proceeds and any taxes withheld on sales proceeds on IRS form 1099B, which will be issued to you by January 31 of the following year. A copy of this form will also be provided to the IRS. If you have selected to go with a service provider other than Fidelity Investments, you must contact that service provider for further information.

Consult with a financial or tax professional for information about your personal tax situation. Neither Marsh McLennan nor Fidelity Investments provides tax or legal advice.

Note: The Internal Revenue Service (IRS) rule for selling shares is the later of two years from the grant date or one year from the purchase date. Based on the current design of the Plan, two years from the grant date will always be the later date.

Marsh McLennan will be entitled to an income tax deduction equal to the amount of the ordinary compensation income recognized by you if you sell your shares within two years from the grant date.

No. You will not be subject to tax on the shares due to your termination of employment with the Company. You will only be subject to taxes if you sell or otherwise dispose of the shares acquired under the Plan, as noted above. Consult with a financial or tax professional for information about your personal tax situation. Neither Marsh McLennan nor Fidelity Investments provides tax or legal advice.

Yes. The IRS requires you to certify that you are not subject to federal tax backup withholding on dividend payments and sales proceeds from Marsh & McLennan Companies, Inc. shares held in a Fidelity Investments stock plan account, the Plan's default service provider or another selected service provider. If you don't make this certification, the backup withholding will be made from dividend payments and sales proceeds, as applicable.

For further Form W-9/Form W-8BEN certification details, visit Fidelity at www.netbenefits.com.

If you have selected another service provider, you will need to contact that provider to inquire about their Form W-9/Form W-8BEN process