Deductions taken from your pay after Social Security (FICA and Medicare) and federal unemployment insurance (FUTA) taxes and other applicable federal, state and local taxes are withheld.

The period of time each year designated by the Company when you may generally enroll in plans and make changes to your benefit elections, if allowed by the plan.

The average market price is the fair market value (that is, the average of the high and low prices) of the stock on the New York Stock Exchange composite tape on that particular day.

Your salary excluding overtime, bonuses, commissions or other extra compensation.

Contributions taken from your paycheck generally before Social Security (FICA and Medicare) and federal unemployment insurance (FUTA) taxes and other applicable federal, state, local and other income taxes are withheld.

For certain plans, such as the 401(k) Savings & Investment Plan and the Supplemental Savings & Investment Plan, contributions are taken from your paycheck after Social Security and federal unemployment insurance taxes are withheld but before federal, and, if applicable, state or local income taxes are withheld.

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

A payment by a company out of earnings, to the company's shareholders.

Eligible pay is your annual base salary but does not include pay that is:

W-9 Form (Request for the taxpayer identification number (TIN) and certification) is the standard form published by the IRS (Internal Revenue Service), used by payers to request TIN information.

W-8BEN (certificate of foreign status) is the standard form published by the IRS (Internal Revenue Service) used by payers to request information regarding U.S. non-citizen status.

The excess of sales price over purchase price.

Suppose the undiscounted share price in effect at the start of the 2007–2008 plan year is $25. Because of the IRS rule, the maximum number of full shares that you could buy for the plan year is 1,000 ($25,000 ÷ $25 = 1,000).

How the IRC limit applies to you

Suppose the undiscounted share price in effect at the start of the 2007–2008 plan year is $25. Because of the IRS rule, the maximum number of whole shares that you could buy for the plan year is 1,000 ($25,000 ÷ $25 = 1,000). Let's assume that you purchase 400 shares after the first calendar quarter. This leaves you with 600 shares to purchase in subsequent calendar quarters. At the end of the second calendar quarter, you purchase 375 shares. This leaves you with 225 shares to purchase in subsequent calendar quarters. At the end of the third calendar quarter, you purchase 225 shares and have reached the maximum share limit, as illustrated below:

As shown in the table, you would reach the maximum share limit of 1,000 during the third calendar quarter. Your balance would purchase the remaining 225 shares using the discounted purchase price as of June 30. Any remaining cash balance contributed during the quarter would be refunded in your July 15 paycheck. You would not contribute in the fourth quarterly purchase period because you have already reached the maximum share limit for the plan year. Provided you remain eligible, your contributions would resume at the start of the next plan year, beginning in October.

The profit from the sale of a capital asset, like a share of stock, if held for a period of more than one year. The holding period begins on the day after you buy an asset and ends on the day you sell it.

A medical condition that lasts for an extended period of time, usually more than six months, and makes you unable to perform your job.

The deficit of sales price over purchase price.

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

A medical condition that lasts for a period of time, usually less than six months, and makes you unable to perform your job.

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.