EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made and entered into effective as of January 29, 2008 (the “ Effective Date ”), by and between Marsh & McLennan Companies, Inc. (together with its successors and assigns, “ MMC ”, or the “ Company ”) and Brian Duperreault (the “ Executive ”).

WHEREAS, the Executive and the Company desire to embody in this Agreement the terms and conditions of the Executive’s employment by the Company;

NOW, THEREFORE , in consideration of the premises and mutual promises contained in this Agreement, including the compensation paid to the Executive, the parties hereby agree:

ARTICLE   1

Employment, Duties and Responsibilities

1.1        Employment; Reporting . MMC shall employ the Executive as its President and Chief Executive Officer. The Executive hereby accepts such employment, subject to the terms and conditions of this Agreement. The Executive shall be based at the Company’s headquarters in New York, New York and shall report directly to the Board of Directors of MMC (the “ Board ”). No later than the earlier of (i) the first Board meeting following the Effective Date or (ii) 30 days following the Effective Date, the Executive shall be appointed to the Board, and thereafter during the Term (as defined in Section 2.1 hereof), the Company shall cause the Executive to be nominated to the Board, and use its reasonable efforts to cause the Executive to be re-elected to the Board.

The Executive shall have such duties and responsibilities and power and authority as those normally associated with the position of President and Chief Executive Officer, as well as any additional duties, responsibilities and/or powers and authority assigned to him by the Board which are consistent with his position as President and Chief Executive Officer.

The Executive agrees to use his best efforts to promote the interests of MMC, and agrees that he will devote his entire working time, care and attention to his duties, responsibilities and obligations to the Company throughout the Term. The Executive may serve on the boards of other civic and charitable entities, and of corporate entities with the prior written consent of the Board, and manage his personal investments and affairs; provided that such activities do not, either individually or in the aggregate, interfere with the Executive’s duties and responsibilities as President and Chief Executive Officer. Subject to the proviso of the preceding sentence, the Board shall be deemed to have given any necessary consents to serve on the boards previously disclosed in writing to the Company’s counsel by the Executive’s counsel.

ARTICLE   2

Term

2.1        Employment Period . The initial term of the Executive’s employment under this Agreement (the “ Initial Term ”) shall commence on the Effective Date and shall continue through the third anniversary of the Effective Date. Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each, a “ Renewal Term ”) unless either party sends a notice of termination to the other party in accordance with Section 6.2 hereof at least ninety (90) days prior to the expiration of the Initial Term or Renewal Term, as the case may be. The Initial Term, together with any and all Renewal Terms, if any, are the “ Term .” After the expiration of the Term for any reason the Executive will become an “at-will” employee of the Company.

ARTICLE   3

Compensation

As compensation and consideration for the performance by the Executive of his obligations under this Agreement, during the Term the Executive shall be entitled to the compensation and benefits set forth in this Article 3 (subject, in each case, to the provisions of Article 5 hereof).

3.1        Base Salary . The Executive shall receive an annual base salary (“ Base Salary ”) of $1,000,000. The Base Salary shall be reviewed at least annually by the Compensation Committee (the “ Committee ”) of the Board and may be increased (but not decreased) in the sole discretion of the Committee. If the Executive’s Base Salary is increased, the increased amount shall thereafter be the Base Salary. The Base Salary shall be payable in installments, consistent with the Company’s payroll procedures in effect from time to time.

3.2        Annual Bonus . In addition to Base Salary, the Executive shall be eligible to participate throughout the Term in such annual bonus plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs. The Executive’s annual target bonus opportunity will be 225% of his Base Salary. The actual bonus amounts will be determined by the Committee and such factors as it considers appropriate, including but not limited to the achievement of entity and individual performance goals, provided, however, that the Executive's bonus for the 2008 performance year shall be no less than $2,250,000. The annual bonus shall be paid in the same time and manner as corresponding awards to other senior executives of the Company generally. Notwithstanding the foregoing, in no event shall the annual bonus be paid later than March 15 of the year following the year with respect to which such bonus is payable.

3.3        Initial Equity Awards . On the Effective Date, the Company shall grant the Executive (i) a stock option to acquire 1,200,000 shares of Company common stock having an

exercise term of ten (10) years, subject to earlier termination in accordance with the terms of such options (the “ Initial Stock Options ”) and (ii) a restricted stock unit award in respect of 300,000 shares of Company common stock (the “ Initial Restricted Stock Units ”). The Initial Stock Options and Initial Restricted Stock Units shall be subject to the terms of the Company’s 2000 Senior Executive Incentive and Stock Award Plan (the “ Stock Plan ”) and stock option and restricted stock unit award agreements, which shall in any event have the terms set forth in Sections 3.3(a) and 3.3(b) below.

(i)              Exercise Price . The Initial Stock Options shall have an exercise price per share equal to the average of the high and low trading prices per share of Company common stock on the New York Stock Exchange on the trading day preceding the Effective Date (such exercise price, the “ Exercise Price ”).

(ii)            Vesting and Exercisability . Subject to the Executive’s continued employment through the applicable vesting date (other than as specifically set forth in this Agreement), the Initial Stock Options shall become non-forfeitable (any options that shall have become non-forfeitable pursuant to this Section 3.3(a), the “ Vested Options ”) according to the following provisions:

(A)              Tranche 1 Options . One-third of the Initial Stock Options (the “ Tranche 1 Options ”) will become Vested Options in two equal annual installments on the first and second anniversaries of the Effective Date. In the event of a termination of the Executive’s employment by the Company without “Cause” (as defined in Section 5.1 below) or based on the “Disability” of the Executive (as defined in Section 5.4 below), due to the Executive’s death or by the Executive for “Good Reason” (as defined in Section 5.2 below) (collectively, a “ Qualifying Termination ”), any Tranche 1 Options which have not theretofore become Vested Options pursuant to the immediately preceding sentence shall become Vested Options. In the event of the consummation of a “Change in Control” of the Company (as defined in the Stock Plan), any Tranche 1 Options which have not theretofore become Vested Options shall vest in full; provided, however, that in the event such Tranche 1 Options are assumed or converted into, or replaced with, equivalent awards in connection with such Change in Control as set forth in the Company’s “Double Trigger” Change in Control Treatment of Equity-Based Awards Policy (the “ CIC Policy ”), such Tranche 1 Options shall not become Vested Options upon the consummation of such Change in Control, but shall rather become Vested Options in accordance with the terms of the CIC Policy;

(B)               Tranche 2 Options . One-third of the Initial Stock Options (the “ Tranche 2 Options ”) will become Vested Options on the first day

that the trading price per share of Company common stock has exceeded the Exercise Price by at least 20% (the “ First Price Target ”) over any 15-consecutive trading day period during the Term. In the event of a Qualifying Termination, any Tranche 2 Options which have not theretofore become Vested Options pursuant to the immediately preceding sentence shall become Vested Options. (1) In the event of the consummation of a Change in Control of the Company pursuant to which the consideration paid or provided per share of Company common stock pursuant to the transaction which results in the consummation of such Change in Control (the “ CIC Price”) is equal to or exceeds the First Price Target, any Tranche 2 Options which have not theretofore become Vested Options shall vest in full, (2) in the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is less than or equal to the Exercise Price, any Tranche 2 Options which have not theretofore become Vested Options shall be immediately forfeited upon consummation of such Change in Control and (3) in the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is greater than the Exercise Price but less than the First Price Target, a number of Tranche 2 Options which have not theretofore become Vested Options shall become Vested Options equal to the product of (I) the number of such unvested Tranche 2 Options, multiplied by (II) a fraction, the numerator of which is the excess of the CIC Price over the Exercise Price, and the denominator of which is the excess of the First Price Target over the Exercise Price, and any remaining Tranche 2 Option shall be immediately forfeited upon consummation of such Change in Control; and

(C)               Tranche 3 Options . One-third of the Initial Stock Options (the “ Tranche 3 Options ”) will become Vested Options on the first date that the trading price per share of Company common stock has exceeded the Exercise Price by at least 40% (the “ Second Price Target ”) over any 15-consecutive trading day period during the Term. In the event of a Qualifying Termination, any Tranche 3 Options which have not theretofore become Vested Options pursuant to the immediately preceding sentence shall become Vested Options. (1) In the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is equal to or exceeds the Second Price Target, any Tranche 3 Options which have not theretofore become Vested Options shall vest in full, (2) in the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is less than or equal to the Exercise Price, any Tranche 3 Options which have not theretofore become Vested Options shall be immediately forfeited upon consummation of such Change in Control and (3) in the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is greater than the Exercise Price but less than the Second Price Target, a number of Tranche 3 Options which have not theretofore become Vested Options shall become Vested Options equal to the product of (I) the number of such unvested Tranche 3

Options, multiplied by (II) a fraction, the numerator of which is the excess of the CIC Price over the Exercise Price, and the denominator of which is the excess of the Second Price Target over the Exercise Price, and any remaining Tranche 3 Option shall be immediately forfeited upon consummation of such Change in Control.

(b)        Initial Restricted Stock Units . Subject to the Executive’s continued employment through the applicable vesting date (other than as specifically set forth in this Agreement), the Initial Restricted Stock Units shall vest in full on the third anniversary of the Effective Date. The Executive shall be entitled to dividend equivalents on the Initial Restricted Stock Units. Vested Initial Restricted Stock Units and dividend equivalents thereon shall be payable no later than thirty (30) days after the date on which such units vest.

(i)              Change in Control - Tranche 1 RSUs . In the event of the consummation of a Change in Control of the Company, two-thirds of any then-outstanding Initial Restricted Stock Units which have theretofore not become vested (the “ Tranche 1 RSUs ”) shall vest in full; provided, however, that in the event the Tranche 1 RSUs are assumed or converted into, or replaced with, equivalent awards in connection with such Change in Control as set forth in the CIC Policy, the Tranche 1 RSUs shall not become vested upon the consummation of such Change in Control, but shall rather become vested in accordance with the terms of the CIC Policy.

(ii)            Change in Control – Tranche 2 RSUs - In the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is equal to or exceeds the First Price Target, one-sixth of any then-outstanding Initial Restricted Stock Units which have theretofore not become vested (in addition to those described in the immediately preceding clause (i)) (the “ Tranche 2 RSUs ”) shall vest in full. In the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is less than or equal to the Exercise Price, any Tranche 2 RSUs shall be immediately forfeited upon consummation of such Change in Control. In the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is greater than the Exercise Price but less than the First Price Target, a number of Tranche 2 RSUs shall become vested equal to the product of (I) the number of such Tranche 2 RSUs, multiplied by (II) a fraction, the numerator of which is the excess of the CIC Price over the Exercise Price, and the denominator of which is the excess of the First Price Target over the Exercise Price, and any remaining Tranche 2 RSUs shall be immediately forfeited upon consummation of such Change in Control.

(iii)           Change in Control – Tranche 3 RSUs - In the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is equal to or exceeds the Second Price Target, one-sixth of any then-outstanding Initial Restricted Stock Units which have theretofore not become vested (in addition to those described in the immediately preceding clauses (i) and (ii)) (the “ Tranche 3 RSUs ”) shall

vest in full. In the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is less than or equal to the Exercise Price, any Tranche 3 RSUs shall be immediately forfeited upon consummation of such Change in Control. In the event of the consummation of a Change in Control of the Company pursuant to which the CIC Price is greater than the Exercise Price but less than the Second Price Target, a number of Tranche 3 RSUs shall become vested equal to the product of (I) the number of such Tranche 3 RSUs, multiplied by (II) a fraction, the numerator of which is the excess of the CIC Price over the Exercise Price, and the denominator of which is the excess of the Second Price Target over the Exercise Price, and any remaining Tranche 3 RSUs shall be immediately forfeited upon consummation of such Change in Control.

3.4        Long-Term and Equity Compensation . Beginning with the Company’s 2008 fiscal year, with respect to each fiscal year of the Company during the Term, the Executive shall also be eligible to participate in MMC’s long-term incentive compensation plans (including its equity-compensation plans) as determined by the Committee. The specific awards under these plans will be made by the Committee in its sole discretion, commensurate with the Executive’s position as President and Chief Executive Officer. Notwithstanding the foregoing, the Committee shall each year grant to the Executive, no later than it makes corresponding awards to other senior executives of the Company generally, and on terms and conditions that are both consistent with this Agreement and no less favorable to the Executive than the terms and conditions that apply to corresponding awards to other similarly situated participants generally, long-term incentive compensation with a combined grant-date target value of (i) $3.5 million in respect of awards granted during the 2008 fiscal year and (ii) $7 million in respect of awards granted during each subsequent fiscal year during the Term. In addition, on the Effective Date the Executive shall be granted a number of restricted stock units (the “ Make-Whole RSUs ”) equal to (i) $1.2 million divided by (ii) the Exercise Price. Subject to the Executive’s continued employment through the applicable vesting date (other than as specifically set forth in this Agreement), 75% of the Make-Whole RSUs shall vest on the first anniversary of the Effective Date, and 25% of the Make-Whole RSUs shall vest on the second anniversary of the Effective Date. The Executive shall be entitled to dividend equivalents on the Make-Whole RSUs. Vested Make-Whole RSUs and dividend equivalents thereon shall be payable in accordance with the terms and conditions applicable to 2008 annual awards of restricted stock units under the Stock Plan, but not later than March 15 following the last day of the Executive’s taxable year in which such Make-Whole RSUs vest.

3.5        Benefit Plans . The Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be eligible to participate in employee benefit and fringe benefit plans and programs provided by the Company, including but not limited to retirement, life insurance (which will provide during the Term for Company-paid term insurance on the Executive’s life with a face amount equal to $5 million), health, dental and disability plans and programs, on terms and conditions generally applicable to senior executives of the Company. The Executive shall be eligible to participate in the Company’s retiree medical program as may be in effect from time to time, without regard to any age or service requirements generally

applicable as a condition of such participation. Nothing herein shall limit the Company’s ability to change, modify, cancel or amend any such plans. An executive assistant selected by the Executive and to be available to assist him shall be employed by the Company at the Company’s office in Bermuda.

3.6        Executive Financial Services Program . The Executive shall be eligible to participate in the MMC Financial Services Program as in effect from time to time.

3.7        Expenses . The Company will reimburse the Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term, subject, however, to its written policies relating to business-related expenses as in effect, from time to time, during the Term, a copy of which has previously been made available to the Executive.

3.8        Vacation . The Executive shall be entitled to five (5) weeks paid vacation, or such greater amount as is in accordance with the Company’s policy in effect from time to time during the Term.

3.9        Indemnification; Insurance . The Executive shall be entitled to indemnification in accordance with the Company’s by-laws as in effect on the date hereof, subject to applicable law. Any expenses (including damages, losses, judgments, fines, penalties, settlements, costs, attorneys’ fees, and expenses of establishing a right to indemnification), that are subject to such indemnification and are or may be incurred in connection with a proceeding shall be paid by the Company in advance within 30 days of a request by the Executive, which shall be accompanied by documentation substantiating such expenses. The Executive shall promptly deliver to the Company an undertaking, in such form as the Company shall specify, to reimburse the Company for expenses to which Executive is adjudged not to be entitled to indemnification. The Executive shall be covered by directors and officers liability insurance during the Term, and for any applicable statute of limitations period thereafter, to the same extent as members of the Board.

ARTICLE   4

Noncompetition/Nonsolicitation/Confidentiality

(a)       During the Executive’s employment with the Company or any subsidiary and during the 24 month period following termination of the Executive’s employment with the Company or any subsidiary for any reason, the Executive shall not, directly or indirectly:

For purposes of this A