MERGER AGREEMENT

Agreement and Plan of Merger

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MARSH & McLENNAN COMPANIES, INC. | KING MERGER CORP. | KROLL INC.

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Title: MERGER AGREEMENT
Governing Law: Delaware Date: 5/19/2004
Industry: Insurance (Miscellaneous) Law Firm: Wachtell, Lipton, Rosen & Katz, ,Kramer Levin Naftalis & Frankel LLP Sector: Financial

MERGER AGREEMENT, Parties: marsh & mclennan companies inc. , king merger corp. , kroll inc.

EXHIBIT 2.1

EXECUTION COPY

--------------

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

MARSH & McLENNAN COMPANIES, INC.,

KING MERGER CORP.,

a wholly owned direct subsidiary of Marsh & McLennan Companies, Inc.,

and

KROLL INC.

May 18, 2004

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TABLE OF CONTENTS

PAGE

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ARTICLE I THE MERGER................................................2

1.1 The Merger...................................................2

1.2 Closing; Effective Time......................................2

1.3 Effects of the Merger........................................2

1.4 Certificate of Incorporation and Bylaws......................2

1.5 Directors and Officers of the Surviving Corporation..........2

1.6 Kroll Stockholders Meeting...................................2

1.7 Additional Actions...........................................3

ARTICLE II CONVERSION OF SECURITIES..................................4

2.1 Effect on Capital Stock......................................4

2.2 Surrender and Payment........................................5

2.3 Treatment of Stock Options; Employee Stock Purchase Plan.....7

2.4 Adjustments to Prevent Dilution..............................8

ARTICLE III REPRESENTATIONS AND WARRANTIES OF MMC AND MERGER SUB......8

3.1 Organization and Standing....................................8

3.2 Corporate Power and Authority................................9

3.3 Conflicts; Consents and Approval.............................9

3.4 Brokerage and Finders' Fees.................................10

3.5 Information Supplied........................................10

3.6 Available Funds.............................................10

3.7 Capitalization of Merger Sub................................10

3.8 Section 203 of the DGCL.....................................10

3.9 State Takeover Statute......................................10

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF KROLL..................11

4.1 Organization and Standing...................................11

4.2 Subsidiaries................................................11

4.3 Corporate Power and Authority...............................12

4.4 Capitalization of Kroll.....................................12

4.5 Conflicts; Consents and Approvals...........................13

4.6 Brokerage and Finders' Fees; Expenses.......................14

4.7 Kroll SEC Documents.........................................14

4.8 Undisclosed Liabilities.....................................15

4.9 Information Supplied........................................15

4.10 Compliance with Law.........................................16

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4.11 Litigation..................................................16

4.12 Absence of Certain Changes or Events........................16

4.13 Taxes.......................................................17

4.14 Intellectual Property.......................................18

4.15 Employee Benefit Plans......................................19

4.16 Contracts; Indebtedness.....................................22

4.17 Labor Matters...............................................23

4.18 Customer/Supplier Relationships.............................23

4.19 Environmental Matters.......................................23

4.20 Insurance...................................................24

4.21 Opinion of Financial Advisor................................24

4.22 Board Recommendation; Required Vote.........................24

4.23 Section 203 of the DGCL.....................................25

ARTICLE V COVENANTS OF THE PARTIES.................................25

5.1 Mutual Covenants............................................25

(a) Reasonable Best Efforts........................25

(b) HSR Act........................................25

(d) Conveyance Taxes...............................26

(e) Notice of Certain Events.......................26

5.2 Covenants of MMC............................................26

(a) Indemnification; Directors' and Officers'

Insurance......................................26

(b) Employees and Employee Benefits................27

5.3 Covenants of Kroll..........................................28

(a) Conduct of Kroll's Operations..................28

(b) Acquisition Proposals..........................30

(d) Access.........................................33

(e) Termination of Kroll Credit Agreement..........33

(f) Supplemental Indenture.........................34

ARTICLE VI CONDITIONS TO THE MERGER.................................34

6.1 Conditions to the Obligations of Each Party.................34

6.2 Conditions to Obligations of MMC and Merger Sub.............34

6.3 Conditions to Obligation of Kroll...........................35

ARTICLE VII TERMINATION; FEES AND EXPENSES...........................35

7.1 Termination by Mutual Consent...............................35

7.2 Termination by Either MMC or Kroll..........................35

7.3 Termination by Kroll........................................36

7.4 Termination by MMC..........................................36

7.5 Effect of Termination and Abandonment.......................36

7.6 Fees and Expenses...........................................37

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ARTICLE VIII MISCELLANEOUS............................................38

8.1 Non-Survival of Representations and Warranties..............38

8.2 Notices.....................................................38

8.3 Interpretation..............................................39

8.4 Counterparts................................................40

8.5 Entire Agreement............................................40

8.6 Third-Party Beneficiaries...................................40

8.7 Governing Law...............................................40

8.8 Consent to Jurisdiction; Venue..............................40

8.9 Specific Performance........................................41

8.10 Assignment..................................................41

8.11 Amendment...................................................41

8.12 Extension; Waiver...........................................41

8.13 Severability................................................41

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INDEX OF DEFINED TERMS

DEFINED TERM SECTION

------------ -------

1996 Plan...................................................... 2.3(a)

1996 Option.................................................... 2.3(a)

Acquisition Proposal........................................... 5.3(b)(viii)(A)

Action......................................................... 4.11

Agreement...................................................... Preamble

Applicable Laws................................................ 2.2(a)

Appraisal Shares............................................... 2.1(d)

Board.......................................................... Recitals

Capitalization Date............................................ 4.4(a)

Certificate.................................................... 2.1(b)

Certificate of Merger.......................................... 1.2

Closing........................................................ 1.2

Closing Date................................................... 1.2

Code........................................................... 2.2(g)

Commission..................................................... 1.6(b)

Controlled Group Liability..................................... 4.15(a)(i)

Confidentiality Agreement...................................... 5.3(b)(iii)

Covered Proposal............................................... 7.6(a)(i)

Delaware Secretary of State.................................... 1.2

DGCL........................................................... 1.1

Effective Time................................................. 1.2

Environmental Laws............................................. 4.19

Environmental Permit........................................... 4.19

ERISA.......................................................... 4.15(a)(ii)

ERISA Affiliate................................................ 4.15(a)(iii)

ESPP........................................................... 2.3(b)

Exchange Act................................................... 4.7(a)

Exchange Fund.................................................. 2.2(a)

Expenses....................................................... 7.6(b)

Foreign Antitrust Laws......................................... 3.3(d)

GAAP........................................................... 4.7(a)

Governmental Authority......................................... 3.3(d)

Hazardous Materials............................................ 4.19

HSR Act........................................................ 3.3(d)

Indemnified Person............................................. 5.2(a)(i)

Indenture...................................................... 5.3(f)

Intellectual Property Right.................................... 4.14(a)(i)

Key Kroll Individual........................................... 5.3(a)(viii)

Kroll.......................................................... Preamble

Kroll Board Recommendation..................................... 4.22

Kroll Bylaws................................................... 1.6(a)

Kroll Certificate.............................................. 1.6(a)

Kroll Common Stock............................................. Recitals

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Kroll Credit Agreement......................................... 5.3(e)

Kroll Disclosure Schedule...................................... 4.2

Kroll Employees................................................ 5.2(b)(ii)

Kroll Intellectual Property Right.............................. 4.14(a)(ii)

Kroll Option................................................... 2.3(a)

Kroll Permits.................................................. 4.10

Kroll SEC Documents............................................ 4.7(a)

Kroll Stockholders............................................. 1.6(a)

Kroll Stockholders Meeting..................................... 1.6(a)

MMC............................................................ Preamble

Material Adverse Effect........................................ 8.3

Material Contracts............................................. 4.16(a)

Merger......................................................... Recitals

Merger Consideration........................................... 2.1(b)

Merger Sub..................................................... Preamble

Multiemployer Plan............................................. 4.15(f)

Multiple Employer Plan......................................... 4.15(f)

Paying Agent................................................... 2.2(a)

Participant.................................................... 2.3(a)

Person......................................................... 5.3(b)(i)

Plans.......................................................... 4.15(a)(iv)

Proxy Statement................................................ 1.6(b)

Qualified Plan................................................. 4.15(c)

Representatives................................................ 5.3(b)(i)

Section 262.................................................... 2.1(b)

Securities Act................................................. 4.7

Stock Plan Termination Date.................................... 2.3(b)

subsidiary..................................................... 8.3

Substitute Right............................................... 2.3(a)

Superior Proposal.............................................. 5.3(b)(viii)(B)

Superior Proposal Notice....................................... 5.3(b)(iii)

Support Agreement.............................................. Recitals

Surviving Corporation.......................................... 1.1

Tax Returns.................................................... 4.13(b)

Taxes.......................................................... 4.13(c)

Termination Date............................................... 7.2

Termination Fee................................................ 7.6(a)

Waiting Period................................................. 5.3(b)(iii)

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement") is made and

entered into as of the 18th day of May, 2004, by and among Marsh & McLennan

Companies, Inc., a Delaware corporation ("MMC"), King Merger Corp., a Delaware

corporation and a wholly owned subsidiary of MMC ("Merger Sub"), and Kroll Inc.,

a Delaware corporation ("Kroll").

RECITALS

WHEREAS, MMC and Kroll desire that MMC combine its businesses with the

businesses operated by Kroll through the merger of Merger Sub with and into

Kroll, with Kroll as the surviving corporation (the "Merger"), pursuant to which

each share of common stock of Kroll, par value $0.01 per share ("Kroll Common

Stock") issued and outstanding at the Effective Time (as defined in Section

1.2), other than the shares of Kroll Common Stock owned by MMC, Merger Sub or

Kroll (or any of their respective direct or indirect wholly owned subsidiaries

(as defined in Section 8.3)) and other than the Appraisal Shares (as defined in

Section 2.1(d)), will be converted into the right to receive the Merger

Consideration (as defined in Section 2.1(b)), all as more fully provided in this

Agreement; and

WHEREAS, concurrently with the execution of this Agreement, as a

condition and inducement to MMC's willingness to enter into this Agreement, MMC

and certain Kroll Stockholders (as defined in Section 1.6(a)) are entering into

a Support Agreement, of even date herewith, in respect of shares of Kroll Common

Stock beneficially owned by such stockholders (the "Support Agreement"); and

WHEREAS, concurrently with the execution of this Agreement, as a

condition and inducement to MMC's willingness to enter into this Agreement, MMC

and certain Kroll executive officers and employees are entering into employment

agreement term sheets, of even date herewith; and

WHEREAS, the board of directors (the "Board") of each of MMC, Merger

Sub and Kroll has determined that the Merger upon the terms and subject to the

conditions set forth in this Agreement is advisable, fair to and in the best

interests of their respective stockholders; and

WHEREAS, MMC, Merger Sub and Kroll desire to make those

representations, warranties, covenants and agreements specified herein in

connection with this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the

representations, warranties, covenants and agreements contained herein, MMC,

Merger Sub and Kroll agree as follows:

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ARTICLE I

THE MERGER

1.1. THE MERGER. Upon the terms and subject to the conditions of

this Agreement, and in accordance with the provisions of the Delaware General

Corporation Law (the "DGCL"), Merger Sub shall be merged with and into Kroll at

the Effective Time. As a result of the Merger, the separate corporate existence

of Merger Sub shall cease and Kroll shall continue its existence as a wholly

owned subsidiary of MMC under the laws of the State of Delaware. Kroll, in its

capacity as the corporation surviving the Merger, is hereinafter sometimes

referred to as the "Surviving Corporation."

1.2. CLOSING; EFFECTIVE TIME. A closing (the "Closing") shall be

held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New

York, N.Y. 10019, or such other place as the parties hereto may agree, as soon

as practicable but no later than the second business day following the date upon

which all conditions set forth in Article VI (other than those conditions that

by their nature are to be satisfied or waived at the Closing, but subject to the

satisfaction or waiver of those conditions) are satisfied or waived, or at such

other date as MMC and Kroll may agree (such date, the "Closing Date"). As

promptly as possible on the Closing Date, the parties hereto shall cause the

Merger to be consummated by filing with the Secretary of State of the State of

Delaware (the "Delaware Secretary of State") a certificate of merger (the

"Certificate of Merger") in such form as is required by and executed in

accordance with Section 251 of the DGCL. The Merger shall become effective when

the Certificate of Merger has been filed with the Delaware Secretary of State or

at such later time as shall be agreed upon by MMC and Kroll and specified in the

Certificate of Merger (the "Effective Time").

1.3. EFFECTS OF THE MERGER. From and after the Effective Time, the

Merger shall have the effects set forth in Section 259 of the DGCL.

1.4. CERTIFICATE OF INCORPORATION AND BYLAWS. The Certificate of

Merger shall provide that at the Effective Time, (a) the Surviving Corporation's

Certificate of Incorporation as in effect immediately prior to the Effective

Time shall be amended as of the Effective Time so as to contain the provisions,

and only the provisions, contained immediately prior thereto in Merger Sub's

Certificate of Incorporation, and (b) Merger Sub's Bylaws in effect immediately

prior to the Effective Time shall be the Surviving Corporation's Bylaws; in each

case, until amended in accordance with the DGCL.

1.5. DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. From and

after the Effective Time, the officers of Kroll shall be the officers of the

Surviving Corporation and the directors of Merger Sub shall be the directors of

the Surviving Corporation, in each case, until their respective successors are

duly elected and qualified.

1.6. KROLL STOCKHOLDERS MEETING.

(a) As promptly as practicable following the date of this

Agreement, Kroll shall, in accordance with Applicable Laws (as defined in

Section 2.2(a)) and Kroll's Amended

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and Restated Certificate of Incorporation as in effect on the date of this

Agreement (the "Kroll Certificate") and Kroll's Amended and Restated Bylaws as

in effect on the date of this Agreement (the "Kroll Bylaws"), duly call, give

notice of, convene and hold a meeting of the holders of shares of Kroll Common

Stock (the "Kroll Stockholders") to consider and vote upon approval of this

Agreement and the Merger (the "Kroll Stockholders Meeting"). Kroll shall ensure

that the Kroll Stockholders Meeting is called, noticed, convened, held and

conducted, and that all proxies solicited by Kroll in connection with the Kroll

Stockholders Meeting are solicited in material compliance with Applicable Laws,

other than such non-compliance resulting from the failure of the representation

set forth in Section 3.5 to be true and correct.

(b) Kroll shall promptly prepare and file with the Securities and

Exchange Commission (the "Commission") a proxy statement (together with any

amendments thereof or supplements thereto, the "Proxy Statement") that meets in

all material respects the requirements of Applicable Laws to seek the approval

of this Agreement and the Merger. Kroll shall respond promptly to any comments

made by the Commission with respect to the Proxy Statement and any preliminary

version thereof filed by it and shall cause such Proxy Statement to be mailed to

the Kroll Stockholders as promptly as reasonably practicable. Kroll shall

promptly notify MMC of the receipt of any comments of the Commission with

respect to the Proxy Statement and shall provide to MMC copies of any written

comments received from the Commission in connection with the Proxy Statement.

MMC shall be provided an opportunity to review and comment on all filings with

the Commission, including the Proxy Statement, and all mailings to the Kroll

Stockholders in connection with the Merger, and Kroll shall give reasonable

consideration to all comments proposed by MMC. MMC shall promptly provide any

information or responses to comments or other assistance reasonably requested by

Kroll or the Commission in connection with the foregoing.

Recommendation (as defined in Section 4.22) shall be included in the Proxy

Statement and the Kroll Board shall use its reasonable best efforts to solicit

the approval of this Agreement and the Merger by the Kroll Stockholders. In the

event that subsequent to the date of this Agreement, the Kroll Board determines

after consultation with outside counsel that its fiduciary duties under

Applicable Law require it to withdraw, modify or qualify the Kroll Board

Recommendation in a manner adverse to MMC, the Kroll Board may so withdraw,

modify or qualify the Kroll Board Recommendation; PROVIDED, HOWEVER, that the

Kroll Board may not recommend any Acquisition Proposal (as defined in Section

5.3(b)(viii)(A)) (other than this Agreement and the transactions contemplated

hereby, including the Merger), except as specifically contemplated by, and in

accordance with, Section 5.3(b)(iii); PROVIDED, FURTHER, HOWEVER, that unless

this Agreement is theretofore terminated, Kroll shall nevertheless submit this

Agreement to the Kroll Stockholders for adoption at the Kroll Stockholders

Meeting.

1.7. ADDITIONAL ACTIONS. If, at any time after the Effective Time,

the Surviving Corporation shall consider or be advised that any further deeds,

assignments or assurances in law or any other acts are necessary or desirable to

(a) vest, perfect or confirm, of record or otherwise, in the Surviving

Corporation its right, title or interest in, to or under any of the rights,

properties or assets of Kroll or (b) otherwise carry out the provisions of this

Agreement, Kroll and its officers and directors shall be deemed to have granted

to the Surviving Corporation an irrevocable power of attorney to execute and

deliver all such deeds, assignments or assurances in

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law and to take all acts necessary, proper or desirable to vest, perfect or

confirm title to and possession of such rights, properties or assets in the

Surviving Corporation and otherwise to carry out the provisions of this

Agreement, and the officers and directors of the Surviving Corporation are

authorized in the name of Kroll or otherwise to take any and all such action.

ARTICLE II

CONVERSION OF SECURITIES

2.1. EFFECT ON CAPITAL STOCK. At the Effective Time, by virtue of

the Merger and without any action on the part of MMC, Merger Sub or Kroll or

their respective stockholders:

(a) Each share of common stock, $0.01 par value, of Merger Sub

issued and outstanding immediately prior to the Effective Time shall be

converted into one fully paid and nonassessable share of common stock, $0.01 par

value, of the Surviving Corporation. Such newly issued shares shall thereafter

constitute all of the issued and outstanding Surviving Corporation capital

stock.

(b) Subject to the other provisions of this Article II, each share

of Kroll Common Stock issued and outstanding immediately prior to the Effective

Time (excluding any shares of Kroll Common Stock owned by MMC, Merger Sub or

Kroll or any of their respective wholly owned subsidiaries (which shares shall

be cancelled and shall cease to exist with no payment being made with respect

thereto) and any shares of Kroll Common Stock owned by stockholders properly

exercising appraisal rights pursuant to Section 262 of the DGCL ("Section 262"),

as provided in Section 2.1(d)) shall be converted into and represent the right

to receive $37.00 in cash, without interest (the "Merger Consideration"). At the

Effective Time, all shares of Kroll Common Stock that have been converted into

the right to receive the Merger Consideration as provided in this Section 2.1(b)

shall no longer be outstanding and automatically shall be cancelled and shall

cease to exist, and each holder of a certificate that immediately prior to the

Effective Time represented such shares of Kroll Common Stock (a "Certificate")

shall cease to have any rights with respect thereto, except the right to receive

the Merger Consideration.

automatically shall be cancelled and retired and no payment shall be made in

respect thereof.

(d) Notwithstanding anything in this Agreement to the contrary, the

shares of Kroll Common Stock issued and outstanding immediately prior to the

Effective Time that are held by any Kroll Stockholder that is entitled to demand

and properly demands appraisal of shares of Kroll Common Stock pursuant to, and

complies in all respects with, the provisions of Section 262 (the "Appraisal

Shares") shall not be converted into the right to receive the Merger

Consideration as provided in Section 2.1(b), but, instead, such Kroll

Stockholder shall be entitled to such rights (but only such rights) as are

granted by Section 262. At the Effective Time, all Appraisal Shares shall no

longer be outstanding and automatically shall be cancelled and shall cease to

exist, and, except as otherwise provided by Applicable Laws, each holder of

Appraisal Shares shall cease to have any rights with respect to the Appraisal

Shares, other than such rights

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as are granted by Section 262. Notwithstanding the foregoing, if any such Kroll

Stockholder shall fail to validly perfect or shall otherwise waive, withdraw or

lose the right to appraisal under Section 262 or if a court of competent

jurisdiction shall determine that such Kroll Stockholder is not entitled to the

relief provided by Section 262, then the rights of such Kroll Stockholder under

Section 262 shall cease, and such Appraisal Shares shall be deemed to have been

converted at the Effective Time into, and shall have become, the right to

receive the Merger Consideration as provided in Section 2.1(b) without interest.

Kroll shall give prompt notice to MMC of any demands for appraisal of any shares

of Kroll Common Stock, and MMC shall have the opportunity to participate in all

negotiations and proceedings with respect to such demands. Prior to the

Effective Time, Kroll shall not, without the prior written consent of MMC, make

any payment with respect to, or settle or offer to settle, any such demands, or

agree to do any of the foregoing.

2.2. SURRENDER AND PAYMENT.

(a) PAYING AGENT; EXCHANGE FUND. Prior to the Effective Time, for

the benefit of the Kroll Stockholders, MMC shall designate, or shall cause to be

designated (pursuant to an agreement in form and substance reasonably acceptable

to Kroll), a bank or trust company that is reasonably satisfactory to Kroll to

act as agent for the payment of the Merger Consideration in respect of

Certificates upon surrender of such Certificates in accordance with this Article

II from time to time after the Effective Time (the "Paying Agent"). At the

Effective Time, MMC shall deposit, or cause Merger Sub to deposit, with the

Paying Agent cash in an amount sufficient for the payment of the aggregate

Merger Consideration pursuant to Section 2.1(b) (assuming no Appraisal Shares)

upon surrender of such Certificates (such cash, the "Exchange Fund"). MMC shall

be obligated to, from time to time, deposit any additional funds necessary to

pay the aggregate Merger Consideration. The Paying Agent shall invest any cash

included in the Exchange Fund, as directed by MMC, on a daily basis. Any portion

of the Exchange Fund (including any interest and other income resulting from

investments of the Exchange Fund) that remains undistributed to the Kroll

Stockholders six months after the date of the mailing required by Section 2.2(b)

shall be delivered to MMC, upon demand by MMC, and holders of Certificates that

have not theretofore complied with this Section 2.2 shall thereafter look only

to MMC for payment of any claim to the Merger Consideration. If any Certificates

shall not have been surrendered prior to seven years after the Effective Time,

any such cash, dividends or distributions in respect of such Certificate shall,

to the extent permitted by all applicable laws, statutes, orders, rules,

regulations, policies or guidelines promulgated, or judgments, decisions or

orders entered by any Governmental Authority (as defined in Section 3.3(d)), in

each case, to the extent applicable (collectively, "Applicable Laws"), become

the property of MMC, free and clear of all claims or interest of any person

previously entitled thereto.

(b) EXCHANGE PROCEDURE. As soon as reasonably practicable after the

Effective Time, the Paying Agent shall and MMC shall cause the Paying Agent to

mail to each holder of record of a Certificate (i) a form of letter of

transmittal (which shall specify that delivery shall be effected, and risk of

loss and title to the Certificates held by such Kroll Stockholder shall pass,

only upon proper delivery of the Certificates to the Paying Agent and shall be

in such form and have such other customary provisions as MMC may reasonably

specify), and (ii) instructions for use in effecting the surrender of the

Certificates in exchange for the Merger Consideration. Upon surrender of a

Certificate for cancellation to the Paying Agent

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or to such other agent or agents as may be appointed by MMC, together with such

letter of transmittal, duly completed and validly executed, and such other

documents as may reasonably be required by the Paying Agent, the holder of such

Certificate shall be paid in exchange therefor the amount of cash into which the

shares of Kroll Common Stock formerly represented by the Certificate shall have

been converted pursuant to Section 2.1(b), and the Certificate so surrendered

shall be cancelled. In the event of a transfer of ownership of Kroll Common

Stock that is not registered in the stock transfer books of Kroll, the proper

amount of cash may be paid in exchange therefor to a person other than the

person in whose name the Certificate so surrendered is registered if the

Certificate shall be properly endorsed or otherwise be in proper form for

transfer and the person requesting such payment shall pay any transfer or other

Taxes (as defined in Section 4.13(c)) required by reason of the payment to a

person other than the registered holder of the Certificate or establish to the

satisfaction of MMC that the Tax has been paid or is not applicable. No interest

shall be paid or shall accrue on the cash payable upon surrender of any

Certificate.

which the Effective Time occurs, the stock transfer books of Kroll shall be

closed, and there shall be no further registration of transfers on the stock

transfer books of the Surviving Corporation of the shares of Kroll Common Stock

that were outstanding immediately prior to the Effective Time. If, after the

Effective Time, Certificates are presented to the Surviving Corporation or the

Paying Agent for transfer or any other reason, they shall be cancelled and

exchanged as provided in this Article II.

(d) NO LIABILITY. None of MMC, Merger Sub, Kroll or the Paying

Agent shall be liable to any person in respect of any cash delivered to a public

official pursuant to any applicable abandoned property, escheat or similar law.

(e) LOST CERTIFICATES. If any Certificate shall have been lost,

stolen or destroyed, upon the making of an affidavit of that fact by the person

claiming a Certificate to be lost, stolen or destroyed and, if required by MMC

or the Surviving Corporation, the posting by such person of a bond in such

reasonable amount as MMC or the Surviving Corporation may reasonably direct as

indemnity against any claim that may be made against it with respect to the

Certificate, the Paying Agent shall pay in respect of the lost, stolen or

destroyed Certificate the Merger Consideration.

(f) NO FURTHER OWNERSHIP RIGHTS IN KROLL COMMON STOCK. The Merger

Consideration paid in accordance with the terms of this Article II in respect of

Certificates that have been surrendered in accordance with the terms of this

Agreement shall be deemed to have been paid in full satisfaction of all rights

pertaining to the shares of Kroll Common Stock represented thereby.

(g) WITHHOLDING RIGHTS. Each of the Surviving Corporation and MMC

shall be entitled to deduct and withhold, or cause the Paying Agent to deduct

and withhold, from the consideration otherwise payable pursuant to this

Agreement to any Kroll Stockholders such amounts as it may be required to deduct

and withhold with respect to the making of such payment under the Internal

Revenue Code of 1986, as amended (the "Code"), or any provision of state, local

or foreign Tax law. To the extent that amounts are so withheld by the Surviving

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Corporation, MMC or the Paying Agent, as the case may be, the withheld amounts

shall be treated for all purposes of this Agreement as having been paid to the

Kroll Stockholders in respect of which the deduction and withholding was made by

the Surviving Corporation, MMC or the Paying Agent, as the case may be.

2.3. TREATMENT OF STOCK OPTIONS; EMPLOYEE STOCK PURCHASE PLAN.

(a) At the Effective Time, each option to purchase a share of Kroll

Common Stock (a "Kroll Option"), granted under the Kroll stock option plans in

effect on the date of this Agreement, or otherwise, that is outstanding

immediately prior to the Effective Time (whether or not vested) shall be

cancelled immediately prior to the Effective Time and converted into the right

to receive, from MMC or the Surviving Corporation, as soon as practicable

following the Effective Time (and in any event, no later than 10 days following

the Effective Time), an amount in cash (less any applicable withholding taxes)

equal to the excess, if any, of (A) the Merger Consideration over (B) the per

share exercise price of Kroll Common Stock subject to such Kroll Option;

PROVIDED, HOWEVER, with respect to each Kroll Option issued under the 1996 Kroll

Stock Option Plan (the "1996 Plan") to a participant therein (other than a

participant entitled to reimbursement for the tax imposed by Section 4999 of the

Code) (a "Participant"), which is subject to adjustment under Section 13.5 of

the 1996 Plan (a "1996 Option"), the Committee administering the 1996 Plan will

cause such 1996 Option to be cancelled and converted at the Effective Time, if

such cancellation and conversion would reduce the payments for such Participant

described in Section 280G(b)(2)(A)(i) of the Code below the threshold described

in 280G(b)(2)(A)(ii) of the Code, in which case such cancellation and conversion

shall be effected to the extent necessary to reduce the payments for such

Participant described in Section 280G(b)(2)(A)(i) of the Code to $10,000 (or

such lower number as would be obtained if all the 1996 Options were so cancelled

and converted) below the threshold described in 280G(b)(2)(A)(ii) of the Code

(by first canceling and converting the options which vest furthest from the

Effective Time), or as otherwise agreed upon by Kroll, MMC, and such

Participant, into the right to receive (a "Substitute Right"), in lieu of the

payment described above, when vested in accordance with the vesting schedule

applicable to such 1996 Option immediately prior to the Effective Time (based

upon the vesting provisions of the 1996 Plan and the applicable option

agreements), an amount in cash (less any applicable withholding taxes), from MMC

or the Surviving Corporation, equal to the excess, if any, of (A) the Merger

Consideration over (B) the per share exercise price of Kroll Common Stock

subject to such 1996 Option, plus interest accrued thereon at an annual money

market interest rate compounded quarterly for the period from the Effective Time

through the vesting date of such 1996 Option; and provided, further that any

Participant who receives Substitute Rights and whose employment is thereafter

terminated by Kroll or its successors or affiliates without cause shall be

entitled to payment for any unvested portion of such Substitute Rights upon such

termination if the Participant would be better off after payment of all taxes

(including the tax imposed by Section 4999 of the Code) by receiving such

payment than by forfeiting such payment. In making any determinations pursuant

to this Section 2.3(a), the Committee will take into account all payments to be

made to such holder in connection with the transactions contemplated by this

Agreement, and will provide that MMC shall have the right to approve any such

determination (which approval shall not be unreasonably withheld). Prior to the

Effective Time, Kroll shall take any and all actions necessary to effectuate

this Section 2.3(a), including amending the Kroll stock option plans.

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(b) Kroll shall take any and all actions with respect to Kroll's

Employee Stock Purchase Plan (the "ESPP") as are necessary to provide that (i)

with respect to the Offering Period (as defined in the ESPP) in effect as of the

date of this Agreement, no employee who is not a participant in the ESPP as of

the date hereof may become after the date hereof a participant in the ESPP and

no participant in the ESPP may increase the percentage amount of his or her

payroll deduction election from that in effect on the date hereof for such

Offering Period; (ii) subject to consummation of the Merger, the ESPP shall

terminate, effective immediately before the Effective Time (the "Stock Plan

Termination Date"); and (iii) if the Offering Period (as defined in the ESPP) in

effect as of the date of this Agreement terminates prior to the Stock Plan

Termination Date, the ESPP shall be suspended and no new Offering Period will be

commenced under the ESPP prior to the termination of this Agreement. Subject to

consummation of the Merger, if such Offering Period is still in effect on the

Stock Plan Termination Date then on the Stock Plan Termination Date, each

purchase right under the ESPP as of the Stock Plan Termination Date shall be

automatically exercised by applying the payroll deductions of each participant

in the ESPP for such Offering Period to the purchase of a number of whole shares

of Kroll Common Stock (subject to the provisions of Kroll's ESPP regarding the

number of shares purchasable) at an Exercise Price (as defined in the ESPP) per

share equal to 85% of the Fair Market Value (as defined in the ESPP) of a share

of Kroll Common Stock on the Grant Date (as defined in the ESPP) or on the Stock

Plan Termination Date, whichever is lower.

effectuate the termination of the Kroll Options, it being understood that the

intention of the parties is that following the Effective Time no holder of a

Kroll Option or any participant in any Plan or other employee benefit

arrangement of Kroll shall have any right thereunder to acquire any capital

stock (including any "phantom" stock or stock appreciation rights) of Kroll or

the Surviving Corporation. Prior to the Effective Time, Kroll shall deliver to

the holders of Kroll Options and participants in the ESPP appropriate notices,

in form and substance reasonably acceptable to MMC, setting forth such holders'

rights pursuant to this Agreement.

2.4. ADJUSTMENTS TO PREVENT DILUTION. In the event that Kroll

changes the number of shares of Kroll Common Stock, or securities convertible or

exchangeable into or exercisable for shares of Kroll Common Stock, issued and

outstanding prior to the Effective Time as a result of a reclassification, stock

split (including a reverse stock split), stock dividend or distribution,

recapitalization, merger, subdivision, issuer tender or exchange offer, or other

similar transaction, the Merger Consideration shall be equitably adjusted to

reflect such change.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MMC AND MERGER SUB

In order to induce Kroll to enter into this Agreement, MMC and Merger

Sub represent and warrant to Kroll that the statements contained in this Article

III are true, correct and complete.

3.1. ORGANIZATION AND STANDING. Each of MMC and Merger Sub is a

corporation duly organized, validly existing and in good standing under the laws

of the state of

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Delaware with full corporate power and authority to own, lease, use and operate

its properties and to conduct its business as and where now owned, leased, used,

operated and conducted.

3.2. CORPORATE POWER AND AUTHORITY. Each of MMC and Merger Sub has

all requisite corporate power and authority to enter into and deliver this

Agreement, to perform its obligations under the Agreement, and to consummate the

transactions contemplated by this Agreement. The execution, performance and

delivery of this Agreement and the consummation of the transactions contemplated

by this Agreement by MMC and Merger Sub have been duly authorized by all

necessary corporate action on the part of each of MMC and Merger Sub. No other

corporate proceedings on the part of MMC or Merger Sub are necessary to

authorize or approve this Agreement or to consummate the transactions

contemplated hereby. This Agreement has been duly and validly executed and

delivered by each of MMC and Merger Sub, and, assuming the due authorization,

execution and delivery by Kroll, constitutes a legal, valid and binding

obligation of each of Merger Sub and MMC enforceable against each of them in

accordance with its terms, except that such enforceability (a) may be limited by

bankruptcy, insolvency, moratorium or other similar laws affecting or relating

to the enforcement of creditors' rights generally and (b) is subject to general

principles of equity.

3.3. CONFLICTS; CONSENTS AND APPROVAL. Neither the execution and

delivery of this Agreement by MMC or Merger Sub nor the consummation of the

transactions contemplated by this Agreement will:

(a) conflict with, or result in a breach of any provision of MMC's

Restated Certificate of Incorporation, or MMC's Bylaws, or Merger Sub's

Certificate of Incorporation or Merger Sub's Bylaws;

(b) violate, or conflict with, or result in a breach of any

provision of, or constitute a default (or an event that, with the giving of

notice, the passage of time or otherwise, would constitute a default)

under, or entitle any individual or entity (with the giving of notice, the

passage of time or otherwise) to terminate, accelerate, modify or call a

default under, or result in the creation of any lien, security interest,

charge or encumbrance upon any of the properties or assets of MMC or any of

its subsidiaries under, any of the terms, conditions or provisions of any

note, bond, mortgage, indenture, deed of trust, license, contract,

undertaking, agreement, lease or other instrument or obligation to which

MMC or any of its subsidiaries is a party;

regulation applicable to MMC or any of its subsidiaries or their respective

properties or assets; or

(d) require any action or consent or approval of, or review by, or

registration or filing by MMC or any of its subsidiaries with, any third

party or any local, domestic, foreign or multinational court, arbitral

tribunal, administrative agency or commission or other governmental or

regulatory body, agency, instrumentality or authority (each of the

foregoing, a "Governmental Authority"), other than (i) actions required by

the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended

(together with the rules and regulations thereunder, the "HSR Act") and

applicable laws, rules and regulations in foreign jurisdictions governing

antitrust or merger control matters ("Foreign Antitrust

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<PAGE>

Laws"), (ii) compliance with any United States federal and state securities

laws and any other applicable takeover laws and (iii) the filing with the

Delaware Secretary of State of the Certificate of Merger;

except in the case of clauses (b), (c) and (d) above for any of the foregoing

that would not, individually or in the aggregate, have or reasonably be expected

to have a Material Adverse Effect (as defined in Section 8.3) on MMC or Merger

Sub.

3.4. BROKERAGE AND FINDERS' FEES. Except for MMC's obligations to

Greenhill & Co., LLC, neither MMC, Merger Sub nor any of their respective

directors, officers or employees has incurred or will incur on behalf of MMC or

Merger Sub any brokerage, finders', advisory or similar fee in connection with

the transactions contemplated by this Agreement.

3.5. INFORMATION SUPPLIED. None of the information supplied or to be

supplied by MMC or Merger Sub specifically for inclusion or incorporation by

reference in the Proxy Statement will, at the date the Proxy Statement is mailed

to the Kroll Stockholders or at the time of the Kroll Stockholders Meeting,

contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary, in order to make the statements

therein in light of the circumstances under which they are made, not misleading.

3.6. AVAILABLE FUNDS. MMC and Merger Sub (a) will have available to

them, as of the Effective Time, all funds necessary for the payment of the

Merger Consideration and all of their other obligations under this Agreement,

including with respect to the Kroll Options, the ESPP and all fees and expenses

related to the Merger and the transactions contemplated by this Agreement and

(b) as of the date hereof, have, or have access to, sufficient funds to satisfy

all of their obligations under this Agreement.

3.7. CAPITALIZATION OF MERGER SUB. As of the date of this Agreement,

the authorized capital stock of Merger Sub consists of (a) 100 shares of common

stock, par value $0.01 per share, all of which shares are validly issued and

outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share,

none of which shares are issued and outstanding. All of the issued and

outstanding capital stock of Merger Sub is, and at the Effective Time will be,

owned by MMC or a direct or indirect wholly-owned Subsidiary of MMC. Merger Sub

has not conducted any business prior to the date hereof and has no, and prior to

the Effective Time will have no, assets, liabilities or obligations of any

nature other than those incident to its formation and pursuant to this Agreement

and the Merger and the other transactions contemplated by this Agreement.

3.8. SECTION 203 OF THE DGCL. None of MMC, Merger Sub or their

respective affiliates constitutes an "interested stockholder" (as defined in

Section 203 of the DGCL) with respect to Kroll.

3.9. STATE TAKEOVER STATUTE. To MMC's knowledge, other than Section

203 of the DGCL, no other state takeover statute is applicable to the Merger.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF KROLL

In order to induce Merger Sub and MMC to enter into this Agreement,

Kroll hereby represents and warrants to MMC and Merger Sub that the statements

contained in this Article IV are true, correct and complete.

4.1. ORGANIZATION AND STANDING. Kroll is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Delaware with full corporate power and authority to own, lease, use and operate

its properties and to conduct its business as and where now owned, leased, used,

operated and conducted. Each of Kroll's subsidiaries is an organization duly

incorporated, validly existing, and in good standing under the laws of its

jurisdiction of incorporation with full corporate power and authority to own,

lease, use and operate its properties and to conduct its business as and where

now owned, leased, used, operated and conducted, except for such failures by

inactive subsidiaries of Kroll to be in good standing as would not, individually

or in the aggregate, have or reasonably be expected to have a Material Adverse

Effect on Kroll. Each of Kroll and its subsidiaries is duly qualified to do

business and is in good standing in each jurisdiction in which the nature of the

business conducted by it or the property it owns, leases or operates requires it

to so qualify, except where the failure to be so qualified or in good standing

in such jurisdiction would not, individually or in the aggregate, have or

reasonably be expected to have a Material Adverse Effect on Kroll. Kroll is not

in default in the performance, observance or fulfillment of any provision of the

Kroll Certificate or the Kroll Bylaws. Kroll has heretofore furnished to MMC

complete and correct copies of the Kroll Certificate and the Kroll Bylaws and

has furnished, or will furnish promptly after the date hereof, the certificates

of incorporation and bylaws or similar organizational documents for each of

Kroll's subsidiaries.

4.2. SUBSIDIARIES. Kroll does not own (other than pursuant to the

acquisition of interests after the date hereof as permitted under this

Agreement), directly or indirectly, any equity or other ownership interest in

any corporation, partnership, joint venture or other entity or enterprise,

except for the subsidiaries set forth in Section 4.2 to the disclosure schedule

delivered by Kroll to MMC and dated the date of this Agreement (the "Kroll

Disclosure Schedule"). Except as set forth in Section 4.2 to the Kroll

Disclosure Schedule, Kroll is not subject to any obligation or requirement to

provide funds to or make any investment (in the form of a loan, capital

contribution or otherwise) in any such entity or any other person. Except as set

forth in Section 4.2 to the Kroll Disclosure Schedule, Kroll owns, directly or

indirectly, each of the outstanding shares of capital stock (or other ownership

interests having by their terms ordinary voting power to elect a majority of

directors or others performing similar functions with respect to such

subsidiary) of each of its subsidiaries. Each of the outstanding shares of

capital stock of each of Kroll's subsidiaries is duly authorized, validly

issued, fully paid and nonassessable (to the extent there is any such concept),

and is owned, directly or indirectly, by Kroll (other than directors' qualifying

shares of certain foreign subsidiaries) free and clear of all liens, pledges,

security interests, claims or other encumbrances other than (a) restrictions

imposed by federal and state securities laws and (b) liens incurred in

connection with the Kroll Credit Agreement (as defined in Section 5.3(e)), which

liens shall be released prior to the Effective Time in accordance with Section

5.3(e). The following information for each of Kroll's subsidiaries is set forth

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Section 4.2 to the Kroll Disclosure Schedule, as applicable: (a) its name and

jurisdiction of incorporation or organization; (b) its authorized capital stock

or share capital; and (c) the number of issued and outstanding shares of capital

stock or share capital and the record owner(s) thereof. Other than as set forth

in Section 4.2 to the Kroll Disclosure Schedule, there are no outstanding

subscriptions, options, warrants, puts, calls, agreements, understandings,

claims or other commitments or rights of any type relating to the issuance, sale

or transfer of any securities of any of Kroll's subsidiaries, nor are there

outstanding any securities that are convertible into or exchangeable for any

shares of capital stock or other voting securities or ownership interests of any

of Kroll's subsidiaries.

4.3. CORPORATE POWER AND AUTHORITY. Kroll has all requisite

corporate power and authority to enter into and deliver this Agreement, to

perform its obligations under this Agreement, and, subject to approval of this

Agreement and the transactions contemplated by this Agreement by the Kroll

Stockholders, to consummate the transactions contemplated by this Agreement. The

execution, performance and delivery of this Agreement by Kroll have been duly

authorized by all necessary corporate action on the part of Kroll, subject to

adoption of this Agreement and the transactions contemplated by this Agreement

by the Kroll Stockholders and no other corporate proceedings on the part of

Kroll are necessary to authorize or approve this Agreement or to consummate the

transactions contemplated hereby. This Agreement has been duly and validly

executed and delivered by Kroll, and, assuming the due authorization, execution

and delivery by MMC and Merger Sub, constitutes the legal, valid and binding

obligation of Kroll enforceable against it in accordance with its terms except

that such enforceability (a) may be limited by bankruptcy, insolvency,

moratorium or other similar laws affecting or relating to the enforcement of

creditors' rights generally and (b) is subject to general principals of equity.

4.4. CAPITALIZATION OF KROLL.

(a) As of May 14, 2004 (the "Capitalization Date"), Kroll's

authorized capital stock consisted solely of (i) 100,000,000 shares of Kroll

Common Stock, of which (A) 40,198,996 shares were issued and outstanding

(including 66,595 shares of unvested restricted stock issued under the Amended

and Restated 1998 Stock Incentive Plan), (B) 2,777,777 shares were issued and

held in treasury (which does not include the shares reserved for issuance set

forth in clause (C) below or the shares referred to in clause (D) below), (C)

6,429,326 shares were reserved for issuance upon the exercise of all outstanding

Kroll Options, (D) 7,768,864 shares were reserved for issuance upon the exercise

of conversion rights pursuant to all outstanding convertible debt instruments of

Kroll and its subsidiaries, and (E) 777,307 shares were reserved and available

for issuance under the ESPP; and (ii) 5,000,000 shares of preferred stock, par

value $0.01 per share, of which no shares were issued and outstanding or

reserved for future issuance under any agreement, arrangement or understanding.

As of the Capitalization Date, there were outstanding Kroll Options to purchase

an aggregate of 6,429,326 shares of Kroll Common Stock. Since the Capitalization

Date through the date hereof, (x) no capital stock of Kroll has been issued

except pursuant to the exercise or conversion of King Options or convertible

securities referred to in this Section 4.4(a) or in Section 4.4 of the KING

Disclosure Schedule and (y) no Kroll Options have been granted. As of the date

hereof, there are outstanding convertible debt instruments of Kroll convertible

into an aggregate maximum of 7,768,864 shares of Kroll Common Stock.

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(b) Other than as set forth in Section 4.4(a) of this Agreement and

on Section 4.4 of the Kroll Disclosure Schedule, (i) as of the Capitalization

Date there were no outstanding shares of Kroll capital stock or Kroll voting

securities, and (ii) there are no outstanding (A) subscriptions, options,

warrants, puts, calls, agreements, understandings, claims or other commitments

or rights of any type to which Kroll is a party relating to the issuance, sale,

repurchase or transfer of any securities of Kroll, or (B) securities issued by

Kroll that are convertible into or exchangeable for any shares of Kroll capital

stock or Kroll voting securities, and neither Kroll nor any of its subsidiaries

has any obligation of any kind to issue any additional securities or to pay for,

repurchase, redeem or otherwise acquire any securities of Kroll or any of its

subsidiaries or any of their respective predecessors.

Each outstanding share of Kroll capital stock is, and each share of Kroll

capital stock that may be issued will be, when issued, duly authorized and

validly issued, fully paid and nonassessable, and not subject to any preemptive

or similar rights. The issuance and sale of all of the shares of capital stock

described in this Section 4.4 have been in compliance in all material respects

with United States federal and state securities laws. Section 4.4 to the Kroll

Disclosure Schedule states the number of shares of Kroll Common Stock issuable

to each holder of Kroll Options as of the Capitalization Date, including the

exercise price and whether the Kroll Option is intended to qualify as an

"incentive stock option" (within the meaning of Section 422 of the Code).

4.5. CONFLICTS; CONSENTS AND APPROVALS. Neither the execution and

delivery of this Agreement nor the consummation of the transactions contemplated

by this Agreement will:

(a) conflict with, or result in a breach of any provision of, the

Kroll Certificate or the Kroll Bylaws;

(b) except as set forth in Section 4.5(b) to the Kroll Disclosure

Schedule, violate, or conflict with, or result in a breach of any provision

of, or constitute a default (or an event that, with the giving of notice,

the passage of time or otherwise, would constitute a default) under, or

entitle any person (with the giving of notice, the passage of time or

otherwise) to terminate, accelerate, modify or call a default under, or

result in the creation of any lien, security interest, charge or

encumbrance upon any of the properties or assets of Kroll or any of its

subsidiaries under, any of the terms, conditions or provisions of any note,

bond, mortgage, indenture, deed of trust, license, contract, undertaking,

agreement, lease or other instrument or obligation to which Kroll or any of

its subsidiaries is a party;

regulation applicable to Kroll or any of its subsidiaries or any of their

respective properties or assets (assuming receipt of all approvals and

consents set forth in Section 4.5(d)); or

(d) require any action or consent or approval of, or review by, or

registration or filing by Kroll or any of its affiliates with, any third

party or any Governmental Authority, other than (i) approval of this

Agreement and the transactions contemplated by this Agreement by Kroll

Stockholders, (ii) actions required by the HSR Act and Foreign Antitrust

Laws, (iii) registrations or other actions required under United States

federal

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<PAGE>

and state securities laws, (iv) consents or approvals of any Governmental

Authority or third party set forth in Section 4.5 to the Kroll Disclosure

Schedule, and (v) the filing with the Delaware Secretary of State of the

Certificate of Merger;

other than in the case of Sections 4.5(b), 4.5(c) and 4.5(d) those exceptions

that would not, individually or in the aggregate, have or reasonably be expected

to have a Material Adverse Effect on Kroll.

4.6. BROKERAGE AND FINDERS' FEES; EXPENSES. Except for Kroll's

obligations to Goldman, Sachs & Co. and Morgan Joseph & Co. Inc. (the amount of

such fee owed to each firm by Kroll in connection with the transactions

contemplated by this Agreement having been previously disclosed to MMC), neither

Kroll nor any director, officer, employee or subsidiary of Kroll, has incurred

or will incur on behalf of Kroll or its subsidiaries, any brokerage, finders',

advisory or similar fee in connection with the transactions contemplated by this

Agreement.

4.7. KROLL SEC DOCUMENTS.

(a) Kroll and its subsidiaries have timely filed with the

Commission all registration statements, prospectuses, forms, reports, schedules,

statements and other documents (as supplemented and amended since the time of

filing, collectively, the "Kroll SEC Documents") required to be filed by them

since January 1, 2002 under the Securities Exchange Act of 1934, as amended

(together with the rules and regulations promulgated thereunder, the "Exchange

Act") or the Securities Act of 1933, as amended (together with the rules and

regulations promulgated thereunder, the "Securities Act"). The Kroll SEC

Documents, including any financial statements or schedules included in the Kroll

SEC Documents, at the time filed (and, in the case of registration statements

and proxy statements, on the dates of effectiveness and the dates of mailing,

respectively, and, in the case of any Kroll SEC Document amended or superseded

by a filing prior to the date of this Agreement, then on the date of such

amending or superseding filing (and, with respect to clause (i) of this sentence

only, only on such date)) (i) did not contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary

in order to make the statements therein, in light of the circumstances under

which they were made, not misleading, and (ii) complied as to form in all

material respects with the applicable requirements of the Exchange Act and the

Securities Act, as the case may be. The financial statements of Kroll and its

subsidiaries included in the Kroll SEC Documents (i) have been prepared from,

and are in accordance with, the books and records of Kroll and its subsidiaries,

(ii) at the time filed (and, in the case of registration statements and proxy

statements, on the dates of effectiveness and the dates of mailing,

respectively, and, in the case of any Kroll SEC Document amended or superseded

by a filing prior to the date of this Agreement, then on the date of such

amending or superseding filing) complied as to form in all material respects

with applicable accounting requirements and with the published rules and

regulations of the Commission with respect thereto, (iii) were prepared in

accordance with United States generally accepted accounting principles ("GAAP")

applied on a consistent basis during the periods involved (except as may be

indicated in the notes thereto, or, in the case of unaudited statements, as

permitted by Form 10-Q of the Commission), and (iv) fairly present in all

material respects (subject, in the case of unaudited statements, to normal,

recurring audit adjustments and in the case of any Kroll SEC Document amended or

superseded by a filing prior to the date of this Agreement, such amending or

superseding filing) the consolidated financial position of Kroll

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<PAGE>

and its consolidated subsidiaries as at the dates thereof and the consolidated

results of their operations and cash

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