MARSH & MCLENNAN COMPANIES, INC.
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c38526_ex10-1.txt
<TEXT>
                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "AGREEMENT") is made and entered into as
of this 20th day of July 2005 (the  "EFFECTIVE  DATE"),  by and between  Marsh &
McLennan Companies,  Inc. ("MMC" or the "COMPANY"), a Delaware corporation,  and
Michael G. Cherkasky (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  continue  to employ  the
Executive as its Chief  Executive  Officer.  The Executive  hereby  accepts such
continued employment, subject to the terms and conditions of this Agreement. The
Executive  shall  report  directly to the Board of Directors of the Company (the
"BOARD").

     1.2 DUTIES AND RESPONSIBILITIES.

     (a) The Executive shall have such duties and responsibilities and power and
authority as those  normally  associated  with the  position of chief  executive
officer in public  companies  of a similar  stature,  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 Chief Executive Officer.

     (b) 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
as a member of the New York Legal  Assistance Group Board, and may also serve on
the boards of other civic,  charitable  and  corporate  entities  with the prior
written  consent of the Board so long as such activity  does not interfere  with
the Executive's  duties and  responsibilities  as Chief Executive Officer of the
Company.

     1.3 EXISTING EMPLOYMENT AGREEMENT.  The existing Employment Agreement dated
July 7, 2004 among the  Executive,  Marsh USA, Inc. and Kroll,  Inc. (the "PRIOR
AGREEMENT")  shall  terminate  as of the  execution  of this  Agreement  by both
parties,  and  will  thereafter  be of no  further  force or  effect,  PROVIDED,
HOWEVER,  that the  retention  award of shares of MMC  granted to the  Executive
pursuant to Section 3(e) of the Prior Agreement (the "EXISTING


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<PAGE>

RETENTION  AWARD")  shall remain in place under the terms  provided for therein,
except that the  "Company" as referred to therein  shall also include MMC. In no
event shall the vesting  date of the  Existing  Retention  Award under the Prior
Agreement  be later than July 8, 2008,  and such award shall be made in addition
to all compensation provided under this Agreement.

                                    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  July  20,  2008.  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 sum of (x) the Executive's  then-current Base Salary (as defined in
Section 3.1 hereof) and (y) the average  annual  bonus (as  described in Section
3.2 hereof) actually paid to the Executive (including amounts paid in restricted
stock, if any) during the three (3) years  immediately prior to the termination.
In addition,  if at any time 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 (a) the  Company  shall  also  pay to the  Executive  the  Accrued
Obligations (as defined in Section 5.5(a) hereof) within thirty (30) days of the
effective date of such  termination and (b) all unvested equity awards (which as
used in this  Agreement  include stock  options) held by the Executive as of the
date of termination that were granted to the Executive pursuant to Sections 3.2,
3.3 and 3.4 hereof shall  immediately  fully vest as of the date of termination.
For the avoidance of doubt, and notwithstanding anything contained herein to the
contrary,  the giving of such notice of  termination  of the Term by the Company
shall not  constitute a "Good Reason" (as defined in Section 5.2 hereof),  and a
payment made by the Company to the Executive under this Article 2 shall preclude
the Executive from thereafter  receiving any payment provided for (i) in Article
5 hereof or (ii) under any separation or severance plan,  program,  agreement or
other arrangement in which the Executive is a participant or a party.


                                      -2-
<PAGE>

                                   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
(collectively,  "COMPENSATION")  (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 $ 1.0 million.  The Base Salary shall be reviewed at least  annually
by the Board, and may be increased (but not decreased) in the sole discretion of
the Board. 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. At the end of the first payroll  period that  commences  after the
Effective Date, the Executive shall also receive a lump-sum  payment (subject to
appropriate  deductions) equal to the difference between the Base Salary and the
Executive's  base  salary  in effect  immediately  prior to the  Effective  Date
prorated for the period from October 14, 2004 to the Effective Date.

     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  ("ANNUAL  BONUS  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  bonus
opportunity  will  range  between  one  hundred-fifty  percent  (150%) and three
hundred  percent  (300%) of his Base Salary.  The actual  bonus  amounts will be
determined by the Committee based on the Executive's 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;  provided,  HOWEVER, that the Executive's bonus for 2005
shall be no less than $2.5 million (the "2005 MINIMUM BONUS").  The annual bonus
shall be paid entirely in cash, except that, in the discretion of the Committee,
up to twenty  percent (20%) of the bonus for each year after 2005 may be paid in
restricted  stock of the Company,  which  restricted stock will vest three years
from the applicable grant date.

     3.3 LONG-TERM AND EQUITY COMPENSATION. The Executive shall also be eligible
to  participate  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
Executive Officer.  Notwithstanding the foregoing, the Committee shall each year
grant to the  Executive  long-term  incentive  compensation  comprised  of (i) a
restricted  stock or  restricted  stock unit award and/or (ii) a stock option or
stock-settled  stock appreciation right, with a combined grant-date target value
of $5.0  million,  as  determined by the  Committee,  and provided  further that
neither the  restricted  stock nor the stock  option  portion of the award shall
comprise more than two-thirds of the total grant-date target value of the award.


                                      -3-
<PAGE>

Each  restricted  stock award will vest three  years from the grant date,  while
one-third of each stock option award will vest on each of the first,  second and
third anniversaries of the grant date.

     3.4 INITIAL  RETENTION  AWARD.  Within two weeks of the Effective Date, the
Executive shall be granted an initial  retention  award (the "INITIAL  RETENTION
AWARD")  comprised  of (i)  restricted  stock with a  grant-date  value of $3.75
million and (ii) stock options with a grant-date  value of $3.75 million  (which
options shall have an exercise price on the grant date that is equal to the Fair
Market Value (as defined in the 2000 Senior Executive  Incentive and Stock Award
Plan) of the stock of the Company on such date but such stock options  cannot be
exercised  until vested and the price of the  Company's  stock exceeds such Fair
Market Value by at least  fifteen  percent (15%) for a period of at least thirty
(30) consecutive trading days). The restricted stock award will vest three years
from the grant date, while one-third of the stock option award will vest on each
of the first, second and third anniversaries of the grant 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.

     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 pension, life insurance,  health, dental and disability plans
and programs,  on terms and conditions generally applicable to executives of the
Company.  Nothing  herein shall limit the Company's  ability to change,  modify,
cancel or amend any such plans.  The Executive  shall be eligible to participate
in the Company's retiree medical program as may be in effect from time to time.

     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 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.

                                      -4-
<PAGE>


                                   ARTICLE 4

                 NONCOMPETITION/NONSOLICITATION/CONFIDENTIALITY

     4.1 NONCOMPETITION AND NONSOLICITATION PERIODS

     (a) During  the  Executive's  employment  with the  Company  and during the
applicable  noncompetition/nonsolicitation  period following  termination of the
Executive's employment with the Company 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 on or after the  Executive's
sixty-second (62nd) birthday), the Executive shall not, directly or indirectly:

     (i)   engage in any Competitive Activity or

     (ii)  whether  on  behalf of  himself  or any  other  person or entity  (x)
           solicit any customer or client of the Company or any subsidiary  with
           respect  to a  Competitive  Activity  or (y)  solicit  or employ  any
           employee of the Company or any  subsidiary for the purpose of causing
           such employee to terminate his or her employment  with the Company or
           such subsidiary.

For  purposes  of  this  Agreement,   "Competitive   Activity"  shall  mean  the
Executive's  engaging in an activity other than the practice of law - 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:

     (i)   a business of which a subsidiary, division, segment, unit, etc. is in
           competition  with the Company or any  subsidiary but as to which such
           subsidiary,   division,   segment,  unit,  etc.,  the  Executive  has
           absolutely no direct or indirect responsibilities or involvement, or

     (ii)  a company where the Competitive Activity is:

          (x)   from the perspective of such company, de MINIMIS with respect to
                the business of such company and its affiliates, and

          (y)   from the perspective of the Company or any subsidiary, not in
                material competition with the Company or any subsidiary.


                                      -5-
<PAGE>

The  noncompetition/nonsolicitation  period shall be (x) 12 months from the date
of termination  if termination  occurs after the expiration of the Term due to a
non-renewal  of the Term by the  Company  and the  Executive  has  received  the
related  non-renewal payment provided for in Section 2.2 hereof or (y) otherwise
shall be 24  months  from the date of  termination.  If the  termination  of the
Executive's  employment is in connection with a Change in Control as provided in
Section 5.6 hereof, then the  noncompetition/nonsolicitation  period shall be 24
months from the date of termination.

     (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, including such
trade  secret or  proprietary  or  confidential  information  of any customer or
client or other entity to which the Company 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:


     (i)   As  such  disclosure  or  use  may  be  required  or  appropriate  in
           connection with the Executive's work as an employee of the Company;

     (ii)  When required to do so by a court of law, by any governmental  agency
           having  supervisory  authority over the business of the Company or by
           any   administrative  or  legislative  body  (including  a  committee
           thereof)  with  apparent  jurisdiction  to  order  the  Executive  to
           divulge, disclose or make accessible such information;

     (iii) As to such  confidential  information that becomes generally known to
           the public or trade without the Executive's violation of this Section
           4.1(b); or

     (iv)  To the  Executive's  spouse  and/or the  Executive  personal  tax and
           financial advisors as reasonably  necessary or appropriate to advance
           the Executive's tax,  financial and other personal planning (each and
           "Exempt Person"),  PROVIDED,  HOWEVER,  that any disclosure or use of
           any trade secret or  proprietary or  confidential  information of the
           Company  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
Company's   confidential   information  and  goodwill.   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.


                                      -6-
<PAGE>

                                   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,
during the 60-day period preceding a termination by the Executive (provided 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


                                      -7-
<PAGE>

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 Employment 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.

     5.5 EFFECT OF TERMINATION.

     (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 (x) pay 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 that
have not yet been reimbursed, and (iii) if not yet paid, the earned annual bonus
for the calendar  year that preceded the time of the  termination,  and (y) vest
any  restricted  stock  awarded to the  Executive  as part of his  annual  bonus
pursuant to Section 3.2 hereof (collectively, the "ACCRUED OBLIGATIONS").

     (b) In the event of termination of the  Executive's  employment  during the
Term (i) by the  Company for Cause or (ii) by the  Executive  for other than for
Good Reason,  neither the Executive nor any  beneficiary,  heir or estate of the
Executive shall be entitled to any further  compensation  other than the Accrued
Obligations.  In  such  event,  all  of  the  Executive's  outstanding  unvested
equity-based awards shall be immediately forfeited.

     (c) In the event of termination of the  Executive's  employment  during the
Term (i) by the Company  based on the  Disability of the Executive as defined in
Section 5.4 hereof, or (ii) due to the Executive's  death, the Company shall pay
the  Executive  (or his estate,  beneficiary  or heir in the case of death),  in
addition to the Accrued Obligations, a prorated target annual bonus for the year
in which the  termination  occurs based on the portion of the year elapsed as of
the date of such termination; PROVIDED, HOWEVER, that if such termination occurs
prior to the payment of the 2005 Minimum Bonus, such bonus shall be paid in lieu
of the  prorated  target  annual  bonus.  Any such bonus amount shall be paid as
provided  in Section 5.7  hereof.  In  addition,  upon such a  termination,  all
unvested equity awards held by the Executive as

                                      -8-
<PAGE>

of the date of  termination  that were  granted  to the  Executive  pursuant  to
Sections 3.2, 3.3 and 3.4 hereof shall  immediately fully vest as of the date of
termination.

     (d) In the event of termination of the  Executive's  employment  during the
Term (i) by the  Company  other than for Cause  (and not due to the  Executive's
death or Disability),  or (ii) by the Executive for Good Reason,  in either case
which is not covered by Section 5.6 hereof, the Company shall pay the Executive,
in addition to the Accrued  Obligations,  a lump sum amount  equal to 200% times
the sum of (x) the  Executive's  then-current  Base  Salary and (y) the  average
annual  bonus  actually  paid  to  the  Executive  (including  amounts  paid  in
restricted  stock,  if any) during the three years prior to the  termination (or
such shorter time if the termination occurs prior to the payment of three annual
bonuses to the Executive,  or if termination  occurs before any annual bonus has
been actually paid to the  Executive,  then the 2005 Minimum Bonus shall be used
for purposes of  determining  the average  annual bonus (such sum is the "Annual
Compensation").  The Executive shall also be entitled to a prorated annual bonus
for the year in which the termination  occurs based on the degree of achievement
of goals under the bonus  program in effect at the time of  termination  and the
portion  of the  year  elapsed  as of the  date of such  termination;  PROVIDED,
HOWEVER,  that if such  termination  occurs  prior  to the  payment  of the 2005
Minimum  Bonus  provided for in Section 3.2 hereof,  such bonus shall be paid in
lieu of the prorated  annual bonus.  The degree of achievement of goals shall be
determined in accordance with the bonus program, except that should any goals be
of a subjective nature, the degree of achievement thereof shall be determined by
the Company in its sole  discretion.  Any such bonus amount shall be paid at the
same  time as  annual  bonuses  for the year are  paid to the  Company's  senior
executives generally. In addition, upon such a termination,  all unvested equity
awards held by the Executive as of the date of termination  that were granted to
the  Executive  pursuant to Sections  3.2, 3.3 and 3.4 hereof shall  immediately
fully vest as of the date of termination.

     5.6 CHANGE IN CONTROL.  Upon the termination of the Executive's  employment
by the Company  without Cause or by the Executive for Good Reason (i) during the
6-month period  immediately  preceding the occurrence of a Change in Control (as
defined in the Company's 2000 Senior  Executive  Incentive and Stock Award Plan,
as in effect on the date  hereof) or (ii) during the 2-year  period  immediately
following a Change in Control,  the Executive  shall be entitled to receive,  in
addition to the Accrued  Obligations,  a lump sum amount equal to 300% times the
Annual  Compensation (as defined in Section 5.5(d) hereof).  The Executive shall
also be  entitled  to a  prorated  annual  bonus  for  the  year  in  which  the
termination  occurs  based on the portion of the year  elapsed as of the date of
such termination  multiplied by the greater of (I) the Executive's target annual
bonus for the year of termination or (II) the average annual bonus actually paid
to the Executive (including amounts paid in restricted stock, if any) during the
three years prior to the  termination  (or such shorter time if the  termination
occurs prior to the payment of three annual bonuses to the Executive); PROVIDED,
HOWEVER,  that if such  termination  occurs  prior  to the  payment  of the 2005
Minimum  Bonus  provided for in Section 3.2 hereof,  such bonus shall be paid in
lieu of the  prorated  annual  bonus.  Any such  bonus  amount  shall be paid as
provided in Section 5.7 hereof. In addition, all equity-based awards held by the
Executive as of the date of the Change in Control shall vest in

                                      -9-
<PAGE>

accordance with the terms and conditions of the applicable  equity  compensation
plan and/or agreement,  PROVIDED,  HOWEVER, that all equity-based awards granted
to the  Executive  which are  unvested  on the date of  termination  shall  then
immediately fully vest.

     5.7 CONDITIONS.  Any payments or benefits made or provided pursuant to this
Article 5 (other than the Accrued Obligations) are subject to the Executive's:

     (a)  compliance  with the  provisions  of Article 4 and  Section 5.9 hereof
(provided  that this shall not affect the timing of the payment to the Executive
provided  for below in this  Section  5.7 unless the  Executive  is in  material
breach of any of such provisions as of the time such payment is to be made);

     (b) delivery to the Company of an executed General Release,  which shall be
substantially  in the form  attached  hereto as  Exhibit  A,  with such  changes
therein or additions  thereto as needed under then applicable law to give effect
to its intent and purpose; and

     (c)   delivery  to  the  Company  of  a   resignation   from  all  offices,
directorships  and fiduciary  positions  with the Company,  its  affiliates  and
employee benefit plans.

         Notwithstanding  the due  date  of any  post-employment  payments,  any
amounts due following a termination under this Agreement (other than the Accrued
Obligations)  shall not be due  until  after the  expiration  of any  revocation
period  applicable to the General Release  without the Executive  having revoked
such General Release, and any such amounts shall be paid to the Executive within
thirty  (30)  days of the  expiration  of such  revocation  period  without  the
occurrence  of a  revocation  by the  Executive  (or such  later  date as may be
required  under  Section 409A of the Internal  Revenue Code of 1986,  as amended
(the "CODE").  Nevertheless  (and  regardless of whether the General Release has
been executed by the Executive), upon any termination of Executive's employment,
Executive shall be entitled to receive the Accrued  Obligations,  payable within
thirty  (30)  days  after  the date of  termination  or in  accordance  with the
applicable plan, program or policy.

     5.8 NO MITIGATION. The Executive shall be under no obligation to seek other
employment  following a termination of his  employment  with the Company for any
reason.  In  addition,  there  shall be no  offset  against  amounts  due to the
Executive  under this Article 5 on account of any  compensation  attributable to
any subsequent employment.

     5.9  COOPERATION;  ASSISTANCE.  The  Executive  agrees to cooperate  fully,
subject to  reimbursement by the Company of reasonable  out-of-pocket  costs and
expenses, with the Company and its counsel with respect to any matter (including
any  litigation,  investigation  or  governmental  proceeding)  which relates to
matters with which the  Executive  was involved or about which he had  knowledge
during his employment with the Company. Such cooperation shall include appearing
from time to time at the  offices of the  Company or the  Company's  counsel for
conferences and interviews and in general  providing the officers of the Company
and its counsel with the full benefit of the Executive's  knowledge with respect
to any such matter.  The  Executive  further  agrees,  upon  termination  of his
employment  for any reason,  to assist his



                                      -10-
<PAGE>

successor  in  the  transition  of  his  duties  and  responsibilities  to  such
successor.  The Executive  agrees to render such cooperation in a timely fashion
and at such times as may be mutually agreeable to the parties.

                                   ARTICLE 6

                                  MISCELLANEOUS

     6.1 BENEFIT OF AGREEMENT, ASSIGNMENT; BENEFICIARY.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon the
Company and its  successors  and assigns,  including,  without  limitation,  any
corporation  or  person  which  may  acquire  all  or  substantially  all of the
Company's  assets  or  business  or  with  or  into  which  the  Company  may be
consolidated  or merged.  This Agreement shall also inure to the benefit of, and
be  enforceable  by, the  Executive  and his personal or legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees. If the Executive should die while any amount would still be payable to
the Executive  hereunder if he had continued to live,  all such amounts shall be
paid  in  accordance  with  the  terms  of  this  Agreement  to the  Executive's
beneficiary,  devisee,  legatee  or  other  designee,  or if  there  is no  such
designee, to the Executive's estate.

     (b) The Company shall require any successor (whether direct or indirect, by
operation of law, by purchase,  merger,  consolidation  or  otherwise) to all or
substantially  all of the  business  and/or  assets of the Company to  expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.

     6.2 NOTICES. Any notice required or permitted hereunder shall be in writing
and SHALL BE sufficiently given if personally  delivered or if sent by certified
mail, postage prepaid,  with return receipt requested or by reputable  overnight
courier, addressed: (a) in the case of the Company to the General Counsel of the
Company at the Company's then-current  headquarters,  and (b) in the case of the
Executive,  to the Executive's  last known address as reflected in the Company's
records,  or to such other  address as either  party shall  designate by written
notice to the other party.  Any notice given  hereunder  shall be deemed to have
been given at the time of receipt  thereof by the person to whom such  notice is
given if  personally  delivered  or at the time of mailing if sent by  certified
mail or by courier.

     6.3 ENTIRE AGREEMENT;  AMENDMENT.  Except as specifically  provided herein,
this Agreement  contains the entire agreement of the parties hereto with respect
to the terms and conditions of the  Executive's  employment  during the Term and
supersedes any and all prior agreements and  understandings,  whether written or
oral,  between the parties hereto with respect to compensation  due for services
rendered hereunder  (including without limitation the Prior Agreement).  For the
avoidance of doubt, in the event of any inconsistency between this Agreement and
any  plan of the  Company,  the  terms of this  Agreement  shall  control. This



                                      -11-
<PAGE>


Agreement  may not be changed or  modified  except by an  instrument  in writing
signed by both of the parties hereto.

     6.4 WAIVER. The waiver of either party of a breach of any provision of this
Agreement  shall not  operate or be  construed  as a  continuing  waiver or as a
consent to or waiver of any subsequent breach hereof.

     6.5 HEADINGS.  The Article and Section  headings herein are for convenience
of reference  only, do not  constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

     6.6 GOVERNING LAW. This  Agreement  shall be governed by, and construed and
interpreted  in  accordance  with,  the  internal  laws of the State of New York
without reference to the principles of conflict of laws.

     6.7 AGREEMENT TO TAKE ACTIONS.  Each party hereto shall execute and deliver
such documents,  certificates,  agreements and other  instruments and shall take
such other  actions,  as may be  reasonably  necessary  or desirable in order to
perform  his or its  obligations  under  this  Agreement  or to  effectuate  the
purposes hereof.

     6.8 DISPUTE RESOLUTION. Any dispute or controversy arising from or relating
to this Agreement  and/or the Executive's  employment or  relationship  with the
Company shall be resolved by binding arbitration, to be held in New York City or
in any other  location  mutually  agreed to by the Company and the  Executive in
accordance   with  the  rules  and   procedures  of  the  American   Arbitration
Association.  Judgment upon the award  rendered by the arbitrator may be entered
in any court having  jurisdiction  thereof.  The Executive and the Company agree
that,  in the  event a dispute  arises  that  concerns  this  Agreement,  if the
Executive is the Prevailing  Party,  the Executive  shall be entitled to recover
all  of  his  reasonable  fees  and  expenses,  including,  without  limitation,
reasonable  attorneys'  fees  and  expenses,  incurred  in  connection  with the
dispute.  A  Prevailing  Party  is one  who  is  successful  on any  significant
substantive  issue in the action and achieves  either a judgment in such party's
favor or some other affirmative recovery.

     6.9  SURVIVORSHIP.  The  respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary  to  effectuate   the  intended   preservation   of  such  rights  and
obligations, including without limitation Article 4 hereof.

     6.10  VALIDITY.  The  invalidity  or  unenforceability  of any provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other provision or provisions of this Agreement,  which shall remain in full
force and effect. If any provision of this Agreement is held to be invalid, void
or  unenforceable,  any court so holding shall  substitute a valid,  enforceable
provision that preserves,  to the maximum lawful extent, the terms and intent of
this Agreement.


                                      -12-
<PAGE>

     6.11 CONSTRUCTION. The parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "INCLUDING" shall mean including without limitation.

     6.12  CODE  SECTION  409A.  It is  intended  that  this  Agreement  and the
Company's  and the  Executive's  exercise of authority or  discretion  hereunder
shall  comply  with  the  provisions  of Code  Section  409A  and  the  treasury
regulations  relating  thereto so as not to subject the Executive to the payment
of interest and tax penalty  which may be imposed  under Code Section  409A.  In
furtherance  of this  interest,  to the  extent  that any  regulations  or other
guidance  issued under Code Section 409A after the date of this Agreement  would
result in the  Executive  being  subject to payment of interest  and tax penalty
under Code Section 409A,  the parties agree to amend this  Agreement in order to
avoid the application of Code Section 409A.

     6.13 WITHHOLDING.  All compensation paid or provided to the Executive under
this Agreement shall be subject to any applicable  income,  payroll or other tax
withholding requirements.

     6.14  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

     IN WITNESS  WHEREOF,  each of the  parties  hereto has duly  executed  this
Agreement  effective as of the date first written above. The Company  represents
that its execution of this Agreement has been authorized by the Committee.

                              MARSH & MCLENNAN COMPANIES, INC.


                              By:    /s/ Lewis W. Bernard
                                     --------------------------
                              Name:  Lewis W. Bernard
                              Title: Chair, Compensation Committee of the
                                     Board of Directors



                                     /s/ Michael G. Cherkasky
                                     --------------------------
                                     MICHAEL G. CHERKASKY


                                      -13-
<PAGE>


                                    EXHIBIT A

                          GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, the
undersigned  ("EXECUTIVE"),  on his  own  behalf  and on  behalf  of his  heirs,
executors, administrators,  successors, representatives and assigns, does herein
knowingly and voluntarily  unconditionally  release,  waive, and fully discharge
Marsh & McLennan Companies,  Inc. and its subsidiaries (including successors and
assigns  thereof)  (collectively,  the "COMPANY"),  and all of their  respective
past, present and future employees,  officers,  directors,  agents,  affiliates,
parents,   predecessors,   administrators,   representatives,   attorneys,   and
shareholders,  and  employee  benefit  plans,  from  any and all  legal  claims,
liabilities,   suits,   causes  of  action   (whether   before  a  court  or  an
administrative agency),  damages,  costs,  attorneys' fees, interest,  injuries,
expenses,  debts,  or  demands  of any  nature  whatsoever,  known  or  unknown,
liquidated or unliquidated,  absolute or contingent,  at law or in equity, which
were or could have been filed with any Federal,  state, or local court,  agency,
arbitrator or any other  entity,  based  directly or  indirectly on  Executive's
employment with and separation from Company or based on any other alleged act or
omission by or on behalf of Company  prior to  Executive's  signing this General
Release.  Without limiting the generality of the foregoing  terms,  this General
Release  specifically  includes all claims based on the terms,  conditions,  and
privileges  of  employment,  and those based on breach of  contract  (express or
implied),  tort,  harassment,  intentional  infliction  of  emotional  distress,
defamation,   negligence,   privacy,  employment  discrimination,   retaliation,
discharge not for just cause,  constructive discharge,  wrongful discharge,  the
Age Discrimination in Employment Act of 1967, as amended (the "ADEA"), the Older
Workers  Benefit  Protection Act of 1990,  the Worker  Adjustment and Retraining
Notification Act, as amended, Executive Order 11,141 (age discrimination), Title
VII of the Civil Rights Act of 1964,  as amended,  the Civil Rights Act of 1991,
the Civil Rights Act of 1866 and 1871, Sections 1981 through 1988 of Title 42 of
the United  States code,  as amended,  41 U.S.C.  ss.1981  (discrimination),  29
U.S.C.  ss.206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion,
sex and national origin  discrimination),  the National Labor Relations Act, the
Equal  Pay Act of  1993,  the  Americans  with  Disabilities  Act of  1990,  the
Occupational  Safety and Health Act, as amended,  the Family  Medical Leave Act,
the  Immigration  Reform and Control  Act, as amended,  the Vietnam Era Veterans
Readjustment  Assistance Act,  ss.ss.503-504 of the  Rehabilitation  Act of 1973
(handicap rehabilitation),  the Employee Retirement Income Security Act of 1974,
as amended, any federal, state or local fair employment,  civil or human rights,
wage and hour laws and wage payment laws, and any and all other Federal,  state,
local or other governmental statutes, laws, ordinances,  regulations and orders,
under common law, and under any Company policy,  procedure,  bylaw or rule. This
General  Release shall not waive or release any rights or claims that  Executive
may have which arise after the date of this General  Release and shall not waive
post-termination  health-continuation  insurance  benefits  required by state or
Federal law.

2. Executive  intends this General Release to be binding on his successors,  and
Executive  specifically  agrees not to file or continue  any claim in respect of
matters covered by Section 1, above. Executive further agrees never to institute
any suit,  complaint,  proceeding,  grievance  or action of any kind at law,  in
equity,  or otherwise in any court of the United  States or in any state,  or in
any  administrative  agency  of the  United  States  or  any  state,  county  or
municipality,  or before any other tribunal,  public or private, against Company
arising from or relating to his

<PAGE>

employment  with or his  termination of employment from Company and/or any other
occurrences to the date of this General Release,  other than a claim challenging
the validity of this General  Release under the ADEA or  respecting  any matters
not covered by this General Release.

3.  Executive is further  waiving his right to receive  money or other relief in
any  action  instituted  by him or on  his  behalf  by  any  person,  entity  or
governmental  agency in  respect of matters  covered  by this  General  Release.
Nothing in this  General  Release  shall  limit the  rights of any  governmental
agency  or his  right  of  access  to,  cooperation  or  participation  with any
governmental  agency,  including  without  limitation,  the United  States Equal
Employment Opportunity Commission.  Executive further agrees to waive his rights
under any other statute or regulation,  state or federal,  which provides that a
general  release  does not  extend to claims  which  Executive  does not know or
suspect to exist in his favor at the time of  executing  this  General  Release,
which if known to him must have materially affected his settlement with Company.

4. Executive  agrees that Executive  shall not be eligible and shall not seek or
apply for  reinstatement  or  re-employment  with  Company  and agrees  that any
application for re-employment  may be rejected without  explanation or liability
pursuant to this provision.

5. In further  consideration  of the  promises  made by Company in this  General
Release,  Executive  specifically  waives and  releases  Company from all claims
Executive  may have as of the date of this  General  Release,  whether  known or
unknown, arising under the ADEA. Executive further agrees that:

     (a)  Executive's waiver of rights under this General Release is knowing and
          voluntary and in compliance with the Older Workers Benefit  Protection
          Act of 1990 ("OWBPA");

     (b)  Executive understands the terms of this General Release;

     (c)  The  consideration  offered by Company under Article 5 of that certain
          Employment  Agreement  dated as of the  20th day of July,  2005 by and
          between the Company and  Executive  (the  "EMPLOYMENT  AGREEMENT")  in
          exchange for the General  Release  represents  consideration  over and
          above that to which Executive  would  otherwise be entitled,  and that
          the  consideration  would not have been  provided  had  Executive  not
          agreed to sign the General Release and did not sign the Release;

     (d)  Company is hereby  advising  Executive  in writing to consult  with an
          attorney prior to executing this General Release;

     (e)  Company is giving  Executive a period of  twenty-one  (21) days within
          which to consider this General Release;

     (f)  Following Executive's execution of this General Release, Executive has
          seven (7) days in which to revoke  this  General  Release  by  written
          notice. An attempted revocation not actually received by Company prior
          to the revocation deadline will not be effective; and
<PAGE>


     (g)  This General Release and all payments and benefits  otherwise  payable
          under Article 5 of the  Employment  Agreement  (other than the Accrued
          Obligations)  shall be void and of no force and  effect  if  Executive
          chooses to so revoke, and if Executive chooses not to so revoke,  this
          General Release shall then become effective and enforceable.

6. This General Release does not waive rights or claims that may arise under the
ADEA after the date Executive signs this General  Release.  To the extent barred
by the OWBPA,  the covenant not to sue  contained in Section 2, above,  does not
apply to claims  under the ADEA that  challenge  the  validity  of this  General
Release.

7. To revoke this General  Release,  Executive must send a written  statement of
revocation to:

                                    Marsh & McLennan Companies, Inc.
                                    [Address]
                                    [City, State  Zip Code]
                                    Attn:  ______________________

     The revocation  must be received no later than 5:00 p.m. on the seventh day
following  Executive's  execution of this General Release. If Executive does not
revoke, the eighth day following  Executive's  acceptance will be the "effective
date" of this General Release.

8. This  General  Release  shall be governed by the  internal  laws (and not the
choice  of laws)  of the  State  of New  York,  except  for the  application  of
pre-emptive Federal law.

          PLEASE  READ THIS  AGREEMENT  CAREFULLY.  IT CONTAINS A RELEASE OF ALL
     KNOWN AND UNKNOWN CLAIMS.




Date:  ___________________________              ________________________________
                                                Michael G. Cherkasky
</TEXT>
</DOCUMENT>
