Corporate Governance

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Certificate of Incorporation and By-Laws

• MMC Restated Certificate of Incorporation
• MMC By-Laws

Guidelines

MMC's Guidelines for Corporate Governance summarize certain policies and practices that assist the Board of Directors in fulfilling its fiduciary obligations to the company's shareholders. These guidelines are intended to enhance the Board's effectiveness in overseeing the work of MMC management, which is responsible for conducting the company's business.

• Guidelines for Corporate Governance

Selected MMC Senior Executives are expected to hold MMC equity at certain levels.

• Senior Executive Share Ownership Guidelines

Committee Charters

Charters for the Audit Committee, the Compensation Committee, and the Directors and Governance Committee have been adopted by the MMC Board of Directors and can be viewed here:

• Audit Committee Charter
• Compensation Committee Charter
• Compliance Committee Charter
• Directors and Governance Committee Charter

MMC Insurer Compensation Line

800-420-5082

MMC's Transparency Policy requires that MMC maintain a record of all complaints received concerning any compensation from an insurer. The establishment of the MMC Insurer Compensation Line will assist MMC in fulfilling that requirement.

The MMC Insurer Compensation Line should be used by colleagues, clients or insurers to raise an issue regarding compensation paid or payable to MMC by any insurer or third party. Reports to the Compensation Line may be made anonymously. All reports will be handled on a confidential basis.

If you are calling from Canada or the United States, call 800-420-5082. If you are calling from outside of Canada or the United States, use your country's AT&T Direct® Service number to reach the MMC Insurer Compensation Line toll-free.

Procedures for Reporting Complaints and Concerns Regarding Accounting Matters

MMC's procedures for reporting complaints and concerns regarding accounting matters can be viewed here:

• Procedures for Reporting Complaints and Concerns Regarding Accounting Matters

MMC is committed to complying with all applicable accounting standards, internal accounting controls, audit practices, and securities laws and regulations (collectively, "Accounting Matters"). To report a complaint or concern regarding Accounting Matters, you may contact the company by mail or telephone.

By mail:

Marsh & McLennan Companies, Inc.
Audit Committee
c/o Corporate Secretary
1166 Avenue of the Americas
New York, N.Y. 10036

By telephone:

MMC Ethics & Compliance Line
In Canada and the United States: 800 381 2105
Outside Canada and the United States: Use your country's AT&T Direct® Service number to reach the MMC Ethics & Compliance Line