All contributions to this Plan are after-tax, as required by the Internal Revenue Code.

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 stock 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.

All dividends paid on the stock during any calendar year will be reported to you 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 liable for taxes on the shares you sell or otherwise dispose of. The amount of tax you pay depends in part on when you sell the shares.

Within two years from the grant date:

After two years from the grant date:

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

Total sales proceeds and any taxes withheld on sales proceeds will be reported 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.

Consult with a financial or tax professional for information about your personal tax situation. Neither MMC nor Smith Barney provides tax or legal advice.

Note: The Internal Revenue Service rule for selling shares is the later of two years from the grant date or one year from the purchase date. Under the MMC Employee Stock Purchase Plan, two years from the grant date will always be the later date.

The company 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.

You pay taxes only if you sell your stock that was purchased in prior plan years. When you sell stock, ordinary income and any gain or loss (described above) will need to be reported when you file your taxes. Some gains may be eligible for long-term capital gains.

Consult with a financial or tax professional for information about your personal tax situation. Neither MMC nor Smith Barney 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 MMC shares held in a Stock Purchase Plan account with Smith Barney, the Plan's service provider. If you don't make this certification, the applicable withholding will be made from dividend payment and sales proceeds. Currently, the applicable withholding is 28%.

If you have not certified, you can certify by:

If you submit the form on-line or call Smith Barney, your certification will be processed immediately. If you mail the form to Smith Barney, your certification will be processed within three to 10 business days after your form is received.

If you are a non-U.S. participant in the Plan, you must provide a W-8BEN to:

A Form W-8BEN is a Certificate of Foreign Status form required by the U.S. Internal Revenue Service (IRS) for non-U.S. participants. By completing a Form W-8BEN, you certify under penalties of perjury that you are neither a U.S. citizen nor a resident alien, and are not subject to certain U.S. information return reporting. Smith Barney is required by law to obtain this form from you before executing your instructions to sell stock on your behalf. A Form W-8BEN remains in effect for three calendar years. Smith Barney will notify you prior to the expiration of your Form W-8BEN.

This form may be completed only by or for a non-resident alien individual. If you are a U.S. citizen or an alien resident in the U.S. for tax purposes, do not use this form. Instead complete a Form W-9. Failure to submit this form will result in IRS-mandated tax withholding.

If you have not certified, you can certify by:

Please note that Smith Barney will not accept fax copies of W-8BEN. If you do not certify online, you are required to send a signed original completed Form W-8BEN via regular mail or overnight delivery to Smith Barney. The address to which the completed form should be sent appears on the bottom of the form. If a form is not certified, 28% will be deducted from the gross proceeds of your sale.

If you certify online, it is recorded immediately; if you certify using the form, it takes approximately three business days to record receipt of your Form W-8BEN by Smith Barney.

It is best to certify your W8-BEN status as soon as possible. You may certify your W-8BEN status with Smith Barney any time before or at the time your sales order is placed to avoid a 28% withholding.

You also have the option of certifying your W8-BEN status within 30 days after placing the order, and Smith Barney will send you a check in U.S. Dollars for the amount withheld.