Participating in the Plan

As used throughout this document, "employee," "you" and "your" always mean a U.S. regular or temporary employee of Marsh & McLennan Companies or any other participating company.

You are eligible if you are classified by the Company as a U.S. regular or temporary employee (including employees who are classified by the Company as U.S. expatriates) of Marsh & McLennan Companies or any participating company in the Plan.

Participating companies include Marsh & McLennan Companies and all its subsidiaries and affiliates other than (with some exceptions for participants eligible for transition rules) (i) CS STARS, LLC (formerly Corporate Systems, Inc.), (ii) Mercer Human Resource Services, Mercer Trust Company and Mercer Health and Benefits Administration, LLC (jointly Mercer Outsourcing), and (iii) Marsh & McLennan Agency LLC (MMA).

If your legal employer remains your U.S. employer and you are seconded from a participating employer in the United States to a non-participating employer outside the United States, you are considered a U.S. expatriate. As a U.S. expatriate, you are eligible for the Plan, provided you meet all participation requirements in the Plan.

Employees of an acquired business initially become eligible no earlier than the specified date established in the Plan. See "Merged Plans" for details.

If you are an employee who is also a participant in the Plan and you transfer or become an employee of a non-participating company, you may be eligible to continue participation in the Plan if you satisfy the conditions for one of the following transition rules:

If you are an employee who is also a participant in the Plan (excluding former employees of SynHRgy), who has attained age 45 and completed five years of service on the date prior to transfer to Mercer Outsourcing, you will continue to participate in the Plan, provided you remain continuously employed by Mercer Outsourcing and unless you complete a one-time irrevocable election to participate in the Mercer HR Services Retirement Plan.

If you were an employee who was also a participant in the Plan who transferred to Marsh Risk Consulting Practice of Marsh U.S.A. or certain departments of the Marsh Risk Practice (MRC), FACS or Forensic Construction (FFC) or Kroll Corporate Preparedness during the period from July 12, 2004 and ending on December 31, 2007, you will continue to participate in the Plan, provided you remained continuously employed by MRC, FFC, or Kroll Corporate Preparedness during the specified period.

If you are an employee who is also a participant in the Plan who transfers to CS STARS, LLC on or after July 12, 2004, you will continue to participate in the Plan provided you remain continuously employed by CS STARS, LLC.

If you were an employee who was also a participant in the Plan who transferred to MMA during the period from January 1, 2009 and ending on February 28, 2011, you will continue to participate in the Plan provided you remain continuously employed by MMA.

If you are an employee who remained a participant in the Plan following your transfer to MRC, FFC, Kroll Corporate Preparedness or CS STARS, LLC and you transfer to one of the other named groups without terminating your employment with the Marsh & McLennan Companies controlled group, you will continue to participate in the Plan, provided you remain continuously employed with one of these named entities.

Generally, you are not eligible if you are:

An employee hired or rehired by CS STARS, LLC, on or after January 1, 2005, or an employee of its predecessor, Corporate Systems Inc., hired prior to January 1, 2005

An employee hired or rehired by MMA on or after January 1, 2009.

If you were hired or rehired by MRC during the period from July 12, 2004 through December 31, 2005, you did not participate in the Plan during that period.

If you were hired or rehired by FFC during the period from July 12, 2004 through December 31, 2006, you did not participate in the Plan during that period.

If you were hired or rehired by Kroll Corporate Preparedness during the period from July 12, 2004 through March 31, 2007, you did not participate in the Plan during that period.

The following employees are not eligible to participate in the Plan:

employees in Puerto Rico

leased employees

U.S. citizens (or non U.S. citizens working in the U.S.) covered by a retirement plan sponsored by another employer in the Marsh & McLennan Companies controlled group

employees of a non-participating company who are seconded to a U.S. participating company, whose legal employer remains a non-participating company

individuals who are compensated as independent contractors.

If you are covered under another defined benefit plan, or comparable retirement plan within the Marsh & McLennan Companies controlled group, as determined by the Plan Administrator, you are not covered under this Plan.