2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN AND 2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN TERMS AND CONDITIONS OF DEFERRED STOCK UNIT AWARDS

I.

BACKGROUND

II.

AWARDS

A.

General.

1.

Rights of Award Holders. Unless and until the vesting conditions of an Award have been satisfied and shares of MMC common stock have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor. Unless and until shares of MMC Common Stock have been delivered to you, you have none of the attributes of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).

2.

Restrictive Covenants Agreement. You must execute a Restrictive Covenants Agreement in a form determined by MMC (“ Restrictive Covenants Agreement ”) in order to accept your Award and you must further reaffirm the Restrictive Covenants Agreement in order to reaffirm your Award in order for it to vest as provided in Section III. Failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement by the date specified in the Grant Documentation will result in forfeiture of all of your rights, title and interest in and to the Award.

B.

Stock Units.

1.

General. A deferred stock unit (“ DSU ” or “ Stock Unit ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the Award Documentation, one share of MMC common stock.

2.

Vesting. Subject to your continued employment, [[Percentage] of the Stock Units will vest on the [Vesting Date(s)] (the “ Scheduled Vesting Date ”). If your employment terminates prior to the Scheduled Vesting Date, your right to the Stock Units will be determined in accordance with Section III below.

3.

Accumulation of Dividend Equivalents. Dividend equivalents equal to the dividend payment that would have been made in respect of one share of MMC common stock for each outstanding Stock Unit covered by the Award will accrue in U.S. dollars on any dividend payment date that occurs on or after the date of grant of the Award while the Award is outstanding. Dividend equivalents will be accrued only with respect to Stock Units that are outstanding on an ex-dividend date. Accrued dividend equivalents will vest when the corresponding Stock Units covered by the Award in respect of which such dividend equivalents were accrued vests. Such vested dividend equivalents will be delivered when the shares of MMC stock in respect of such vested Stock Units are delivered, subject to the satisfaction of any applicable tax obligations, as described in Section II.C. Dividend equivalents will not be paid on Stock Units that do not vest or are forfeited.

4.

Delivery of Shares. Shares of MMC common stock in respect of the Stock Units covered by the Award shall be distributed to you as soon as practicable after vesting, and in no event later than 60 days after vesting. The delivery of shares in respect of the Stock Units is conditioned on the satisfaction of any applicable tax obligations, as described in Section II.C.

C.

Satisfaction of Tax Obligations.

1.

U.S. Employees.

a.

Applicable employment taxes are required by law to be withheld when a Stock Unit vests. Applicable income taxes are required by law to be withheld when shares of MMC common stock in respect of Stock Units is delivered to you. A sufficient number of shares of MMC common stock will be retained by MMC to satisfy the tax-withholding obligation.

2.

Non-U.S. Employees.

a.

Stock Units. In most countries, the value of a Stock Unit is generally not taxable on the date of grant. If the value of the Stock Unit is not taxable on the date of grant, it will, in most countries, be taxed at a later time, for example, upon delivery of shares of MMC common stock in respect of the Stock Unit, and/or the subsequent sale of the shares.

b.

Recommendation. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award.

c.

Withholding. MMC and/or your local employer shall have the power and the right to deduct and withhold from your Award and other compensation, or require you to remit to MMC and to your local employer, an amount sufficient to satisfy any taxes that MMC considers are payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gain taxes, transfer taxes, social security contributions, and National Insurance Contributions with respect to the Award, including any and all associated tax events derived therefrom. If applicable, MMC and/or your local employer may retain and sell a sufficient number of shares of MMC common stock distributable in respect of the Award for this purpose.

III.

EMPLOYMENT EVENTS

A.

Death.

1.

In the event your employment is terminated because of your death, the Stock Units will vest at such termination of employment and will be distributed as described in Section II.B.4.

B.

Permanent Disability.

1.

Upon the occurrence of your Permanent Disability, the Stock Units will vest and will be distributed as described in Section II.B.4, provided that you satisfy the condition to vesting described in Section III.E.

C.

Termination by the Company Other Than for Cause.

1.

In the event your employment is terminated by the Company other than for Cause, the Stock Units will vest at such termination of employment on a pro rata basis as described in Section III.F and will be distributed as described in Section II.B.4, provided that you satisfy the condition to vesting described in Section III.E.

2.

Sale of Business Unit. For the avoidance of doubt, in the event of a sale or similar transaction involving the business unit for which you work (“ Employing Company ”) as a result of which the Employing Company ceases to be a subsidiary of MMC, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale.

D.

All Other Terminations.