Legal Disclosure

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Legal Disclosure

Administration

The Stock Purchase Plan is administered and interpreted by the Compensation Committee of the Board, whose decisions are final and binding. Members of the Compensation Committee do not serve for fixed periods, but may be appointed or removed at any time by the Board. Requests by plan participants for more information regarding the committee may be addressed to the Secretary of the Company at 1166 Avenue of the Americas, New York, NY 10036.

Stock Subject to the Plan

In 1999, the Stock Purchase Plan was re-adopted by the Board of Directors and approved by the stockholders. A total of 35.6 million shares (as adjusted for the 2002 stock split and the 2007 10 million share reduction) of the Company common stock (par value $1.00 per share) may be offered under the Plan pursuant to a July 20, 2000, registration statement.

MMC common stock is traded on the New York Stock Exchange and is subject to market value fluctuation. The shares of common stock authorized for issuance under the Stock Purchase Plan may be obtained through open market purchases, treasury stock or newly issued shares.

In the event of any change in the common stock through recapitalization, merger, consolidation, stock dividends or split, combination or exchanges of shares, the Compensation Committee may make adjustments in the Plan and the outstanding offering as it deems necessary and appropriate.

Change in Control

For purposes of the Plan, a "change in control" of the Company occurs under the following conditions:

any person other that the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or certain affiliates, becomes the beneficial owner directly or indirectly of 50% or more of the combined voting power if the Company's then out-standing securities;

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors still in office, who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than certain designated transactions; or

the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets (or any transaction having a similar effect).

In the event of a change of control of the Company, if the Compensation Committee determines that the operation or administration of the Plan could prevent participating employees from obtaining the benefit of the timely exercise of their options under the Plan, the Plan may be terminated in any matter deemed by the Committee to provide equitable treatment to participating employees.

No Transfer

A participant's options, rights or benefits under this Plan may not be transferred other than by the laws of descent and distribution.