EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement ") is made and entered into effective as of September 25, 2006, by and between Marsh & McLennan Companies, Inc. (together with its successors and assigns, " MMC " or the " Company "), a Delaware corporation, and Matthew B. Bartley (the " Executive ").

WHEREAS, the Executive and the Company desire to embody in this Agreement the terms and conditions of the Executive’s continued 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 . The Company shall employ the Executive as its Chief Financial Officer. The Executive hereby accepts such employment, subject to the terms and conditions of this Agreement. The Executive shall report directly to the Chief Executive Officer of the Company (the " Chief Executive Officer ").

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

The Executive agrees to use his best efforts to promote the interests of the Company, 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 (as defined in Section 2.1 hereof). The Executive may serve on the boards of other civic, charitable and corporate entities with the prior written consent of the Chief Executive Officer and manage his personal investments and affairs, so long as such activities do not, either individually or in the aggregate, interfere with the Executive’s duties and responsibilities as Chief Financial Officer of the Company.

ARTICLE   2

Term

2.1           Employment Period . The initial term of the Executive’s employment under this Agreement (the " Initial Term ") shall commence on September 25, 2006 (the " Effective Date ") and shall continue through September 25, 2009. 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 ."

2.2           Payment Due to Non-Renewal by the Company . If, prior to the Executive’s sixty-second (62nd) birthday, the Company sends a notice of termination of the Term to the Executive as provided in Section 2.1 hereof, and after the expiration of the Term the Executive’s employment is terminated (A) by the Company without Cause (as defined in Section 5.1 hereof) or due to death or Disability (as defined in Section 5.4 hereof) or (B) by the Executive for any reason, then the Company shall pay to the Executive, in a lump sum within thirty (30) days of the effective date of such termination of employment, a cash amount equal to the Executive’s then-current annualized base salary (but not less than his Base Salary as of the last day of the Term). If the Executive’s employment with the Company continues after the expiration of the Term for any reason, the Executive’s rights under this Agreement in connection with any subsequent termination of employment shall be limited to this Section 2.2.

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 $650,000. The Base Salary shall be reviewed at least annually by the Compensation Committee (the " Committee ") of the Board of Directors of the Company (the " Board ") and may be increased (but not decreased) in the sole discretion of the Committee. References herein to the Executive’s Base Salary shall mean $650,000 or such greater amount to which the Base Salary was most recently increased. 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 target annual bonus opportunity will range between one hundred percent (100%) and two hundred percent (200%) of his Base Salary and the bonus for 2006 shall be based on his "Base Salary" (as defined in Section 3.1) and the target annual bonus opportunity as set forth herein (as if the Executive had held the position hereunder for all of 2006). The actual bonus amounts will be determined by the Committee based on the achievement of Company-wide and individual performance goals, with bonuses in the upper portion of the annual bonus opportunity range being earned only for superior achievement of such performance goals. The annual bonus shall be paid in the same time and manner as corresponding awards to other senior executives of the Company generally.

3.3           Long-Term and Equity Compensation . The Executive shall also be eligible to participate throughout the Term in the Company’s long-term incentive compensation plans (including its equity-compensation plans) applicable to MMC’s senior executive officers. The specific awards under these plans will be made by the Committee in its sole discretion, commensurate with the Executive’s position as Chief Financial Officer of the Company. 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 no less favorable to the Executive than the terms and conditions that apply to corresponding awards to other senior executives of the Company generally, long-term incentive compensation with a combined grant-date target value between one-time and two-times the Executive’s Base Salary, as determined by the Committee.

3.4           Incentive Award . Upon execution of this Agreement by both parties, the Executive shall be granted an incentive award under the Company’s 2000 Senior Executive Incentive and Stock Award Plan (the " Incentive Award ") of restricted stock units with a grant date value of $650,000. The award will vest on the third anniversary of the Effective Date. Additional terms and conditions of the awards shall be determined by the Committee and contained in the grant agreements, provided that no such term or condition shall be inconsistent with any provision of this Agreement. The Executive shall be entitled to dividend equivalents on the Incentive Award from the date of grant and the award will be paid to the Executive (or his estate, as the case may be) promptly following the vesting date.

3.5           Benefit Plans . Throughout the Term, 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 pension, life insurance, 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 subject to the Plan’s terms and conditions, as they may be in effect from time to time. Nothing herein shall limit the Company’s ability to change, modify, cancel or amend any such plans.

3.6           Executive Financial Services Program . Throughout the Term, 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 duties hereunder during the Term, subject, however, to the Company’s written policies relating to business-related expenses as in effect, from time to time, during the Term, a copy of which has previously been provided to the Executive.

3.8           Vacation . The Executive shall be entitled to paid vacation in accordance with the Company’s policy in effect from time to time during the Term.

3.9           Indemnification . The Executive shall be entitled to indemnification in accordance with the Company’s by-laws as in effect from time to time.

3.10        Legal Fees . The Company shall reimburse the Executive for reasonable legal fees actually incurred in connection with the negotiation and drafting of this Agreement up to a maximum of $25,000; provided that the Executive provides the Company with appropriate written documentation with respect to such legal fees within six weeks after this Agreement has been executed.

ARTICLE   4

Noncompetition/Nonsolicitation/Confidentiality

(a)          During the Executive’s employment with the Company or any subsidiary and during the 12 month period following termination of the Executive’s employment with the Company or any subsidiary for any reason (other than a termination of employment by the Company due to Disability (as defined in Section 5.4 hereof) or a non-renewal of the Term by the Company), the Executive shall not, directly or indirectly:

For purposes of this Agreement, " Competitive Activity " shall mean the Executive’s engaging in an activity – whether as an employee, consultant, principal, member, agent, officer, director,

partner or shareholder (except as a less than 1% shareholder of a publicly traded company) – that is competitive with any business of the Company or any subsidiary conducted by the Company or such subsidiary as of the date of the termination of the Executive’s employment; provided, however, that the Executive may be employed by or otherwise associated with:

(b)          At all times prior to and following the Executive’s termination of employment, the Executive shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or any subsidiary, including such trade secret or proprietary or confidential information of any customer or client or other entity to which the Company or any subsidiary owes an obligation not to disclose such information, which the Executive acquires during the Executive’s employment with the Company, including but not limited to records kept in the ordinary course of business except:

secret or proprietary or confidential information of the Company or any subsidiary by an Exempt Person shall be deemed to be a breach of this Section 4.1(b) by the Executive.

(c)          The Executive acknowledges and agrees that the covenants contained in Sections 4.1(a) and (b) hereof are reasonable and necessary to protect the confidential information and goodwill of the Company and its subsidiaries. The Executive further represents that his experience and capabilities are such that the provisions of Sections 4.1(a) and (b) hereof will not prevent him from earning a livelihood.

ARTICLE   5

Termination; Change of Control

5.1           Termination by the Company . The Company shall have the right, subject to the terms of this Agreement, to terminate the Executive’s employment at any time, with or without "Cause." The Company shall give the Executive written notice of a termination for Cause (the " Cause Notice ") in accordance with Section 6.2 hereof. The Cause Notice shall state the particular action(s) or inaction(s) giving rise to the termination for Cause. No action(s) or inaction(s) will constitute Cause unless (1) a resolution finding that Cause exists has been approved by a majority of all of the members of the Board at a meeting at which the Executive is allowed to appear with his legal counsel and (2) where remedial action is feasible, the Executive fails to remedy the action(s) or inaction(s) within ten (10) days after receiving the Cause Notice. If the Executive so effects a cure to the satisfaction of the Board, the Cause Notice shall be deemed rescinded and of no force or effect. For purposes of this Agreement, " Cause " shall mean only:

(a)          any willful refusal by the Executive to follow lawful directives of the Board which are consistent with the scope and nature of the Executive’s duties and responsibilities as set forth herein;

(b)          the Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or of any crime involving moral turpitude, fraud or embezzlement;

(c)          any gross negligence or willful misconduct of the Executive resulting in a material loss to the Company or any of its subsidiaries, or material damage to the reputation of the Company or any of its subsidiaries;

(d)          any material breach by the Executive of any one or more of the covenants referred to in Article 4 hereof; or

(e)          any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries.

5.2           Termination by the Executive . The Executive shall have the right, subject to the terms of this Agreement, to terminate his employment at any time with or without "Good Reason"; provided, that the Executive must give the Company at least 30 days’ prior written notice of any termination by the Executive without Good Reason in accordance with Section 6.2 hereof. For purposes of this Agreement, " Good Reason ," shall mean the occurrence of any of the following during the Term, without the Executive’s prior written consent, provided the Executive terminates his employment within 60 days of learning of such event (provided further that an isolated, insubstantial or inadvertent action not taken in bad faith or a failure not occurring in bad faith which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason): (A) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement; (B) any removal of the Executive from any of the positions he holds as of the date of this Agreement; (C) any failure by the Company to comply with the provisions of Article 3 hereof; (D) a failure by the Company to comply with any other material provision of this Agreement; or (E) a change in the Executive’s principal work location to more than 50 miles from the Company’s current headquarters in New York City.

5.3           Death . In the event the Executive dies during the Term, the Executive’s employment shall automatically terminate, such termination to be effective on the date of the Executive’s death.

5.4           Disability . In the event that the Executive shall suffer a disability during the Term which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least ninety (90) consecutive days or one hundred eighty (180) non-consecutive days within any three hundred sixty-five (365) day period (" Disability "), the Company shall have the right to terminate the Executive’s employment, such termination to be effective upon the giving of notice thereof to the Executive in accordance with Section 6.2 hereof.

(a)          In the event of termination of the Executive’s employment for any reason during the Term, the Term shall end as of the date of termination and the Company shall provide to the Executive (or his beneficiary, heirs or estate in the event of his death), as provided in Section 5.7 hereof, (i) any Base Salary to the extent not theretofore paid, (ii) any reimbursable business expenses