RECENT EVENTS: DEREGISTRATION

The Registration Statement on Form S-8 (Registration No. 333-69774) (the “Registration Statement”) of Marsh & McLennan Companies, Inc. (the “Company”), pertaining to the registration of certain shares of the Company’s Common Stock, $1.00 par value (“Company Common Stock”), under the Putnam Retirement Plan (formerly called the Putnam Investments Profit Sharing Retirement Plan) to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on September 21, 2001.

On January 31, 2007, the Company entered into a definitive stock purchase agreement with Great-West Lifeco Inc. (“GWL”), a majority-owned subsidiary of Power Financial Corporation, pursuant to which GWL agreed to purchase Putnam Investments Trust (“Putnam Investments”), the Company’s investment management subsidiary, for $3.9 billion in cash, subject to adjustment. Prior to the sale, the Company owned approximately 89 percent of Putnam Investments, with the remainder held by Putnam employees. GWL’s purchase of Putnam Investments closed on August 3, 2007 (the “Sale Date”).

In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Company Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of Company Common Stock registered under the Registration Statement which remain unsold as of the Sale Date.