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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE TO
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(RULE 13e-4)
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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MARSH & MCLENNAN COMPANIES, INC.
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(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
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OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $1.00 PER SHARE
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WITH AN EXERCISE PRICE EQUAL TO OR GREATER THAN
US$38.68 PER
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SHARE
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(TITLE OF CLASS OF SECURITIES)
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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PETER J. BESHAR
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SENIOR VICE PRESIDENT AND GENERAL COUNSEL
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MARSH & MCLENNAN COMPANIES, INC.
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1166 AVENUE OF THE AMERICAS
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NEW YORK, NEW YORK 10036-2774
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(212) 345-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
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NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
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COPY TO:
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RICHARD D. TRUESDELL, JR.
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DAVIS POLK & WARDWELL
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450 LEXINGTON AVENUE
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NEW YORK, NEW YORK 10017
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(212) 450-4674
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION*
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AMOUNT OF FILING FEE
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$159,383,359 |
$18,759.42 |
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* Calculated solely for
purposes of determining the filing fee. This amount assumes that options to purchase
47,952,135 shares of common stock of Marsh & McLennan Companies,
Inc. having an aggregate value of $159,383,359
as of May 18, 2005, will be surrendered and/or cancelled pursuant to this offer.
The aggregate value of such options was calculated based on the Black-Scholes
option pricing model. The amount of the filing fee, calculated in accordance
with Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, equals
$117.70 per million dollars of the value of the transaction.
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: Not applicable. Filing party: Not applicable.
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Form or Registration No.: Not applicable. Date Filed: Not applicable.
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Check
the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1
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issuer tender offer subject to Rule 13e-4
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going private transaction subject to Rule 13e-3
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amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results
of the tender offer
This Tender Offer Statement
on Schedule TO relates to an offer to eligible employees by Marsh & McLennan
Companies, Inc., a Delaware corporation (“MMC”),
to exchange options with an exercise price equal to or greater than US$38.68
per share (the “options”) to purchase shares of MMC’s common stock,
par value $1.00 per share (“common stock”), outstanding under the Marsh & McLennan
Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan, the Marsh & McLennan
Companies, Inc. 2000 Employee Incentive and Stock Award Plan and any applicable
predecessor plans, as amended (the “Plans”), and held by eligible employees,
for new options (the “new options”) to purchase shares of MMC’s
common stock to be granted under the Plans, upon the terms and subject to the
conditions set forth in the Offer to Exchange Certain Outstanding Options, dated
May 23, 2005 (the “offer to exchange”), and the related MMC Stock
Option Exchange Form (the “election form” and, together with the offer
to exchange, as they may be amended from time to time, the “offer”),
attached hereto as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii).
Each option holder who elects to exchange options pursuant to this offer to exchange must submit an election form and will be granted new options to purchase a lesser number of shares of common
stock, upon the terms and subject to the conditions set forth in the offer to exchange.
This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended.
The information in the offer, a copy of which is filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, is incorporated herein by reference in answer to items 1 through 11 in
this Tender Offer Statement on Schedule TO. The following items are inapplicable: Item 7 (the information required by Item 1007(d) of Regulation M-A); Item 9 (the information required by Item 1009(a) of Regulation M-A); Item 10 (the information
required by Item 1010(b) of Regulation M-A); and Item 13.
Item 12. Exhibits
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(a)(1)(i)
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Offer to Exchange Certain Outstanding Options, dated May 23, 2005.
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(a)(1)(ii)
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MMC Stock Option Exchange Form.
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(a)(1)(iii)
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Communication to Eligible MMC Option Holders Announcing the Opening of the Offer, to be
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delivered on or around May 20, 2005 (email version for holders who have web access).
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(a)(1)(iv)
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Communication to Eligible MMC Option Holders Announcing the Opening of the Offer, to be
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delivered on or around May 20, 2005 (email version for holders who have web access for the first
time). |
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(a)(1)(v)
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Communication to Eligible MMC Option Holders Announcing the Opening of the Offer, to be
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delivered on or around May 20, 2005 (paper version).
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(a)(1)(vi)
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Advance Communication to Selected Business Leaders, Country Heads and HR Leaders of MMC,
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dated May 17, 2005.
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(a)(1)(vii)
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Highlights of the MMC Stock Option Exchange Program.
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(a)(1)(viii)
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Form of Communication to Tendering Option Holders Confirming Receipt of MMC Stock Option
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Exchange Form.
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Form of Communication to Eligible
MMC Option Holders, to be delivered on or around May 20, 2005. |
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(a)(1)(x)
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Reminder Communication to Eligible MMC Employees, to be delivered on or around June 6, 2005
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(email and web access version).
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(a)(1)(xi)
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Reminder Communication to Eligible MMC Employees, to be delivered on or around June 6, 2005
(paper version). |
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(a)(1)(xii)
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Second Reminder Communication to Eligible MMC Employees, to be delivered on or around June
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20, 2005 (email and web access version).
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(a)(1)(xiii)
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Second Reminder Communication to Eligible MMC Employees, to be delivered on or around June
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20, 2005 (paper version).
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(a)(1)(xiv)
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Final Reminder Communication to Eligible MMC Employees, to be delivered on or around June 27,
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2005 (email and web access version).
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(a)(1)(xv)
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Final Reminder Communication to Eligible MMC Employees, to be delivered on or around June 27,
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2005 (paper version).
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(a)(1)(xvi)
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Form of Communication to Tendering Option Holders regarding final election confirmation to be
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delivered on or around June 30, 2005.
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(a)(1)(xvii)
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MMC’s Annual Report on Form 10-K, as amended, for the period ended December 31, 2004. Filed
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with the Securities and Exchange Commission (File No. 001-05998) and incorporated herein by
reference. |
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(a)(1)(xviii)
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MMC’s Quarterly Report on Form 10-Q, as amended, for the period ended March 31, 2005. Filed
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with the Securities and Exchange Commission (File No. 001-05998) and incorporated herein by
reference. |
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(i)
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MMC’s Definitive Proxy Statement on Schedule 14A for MMC’s 2005 Annual Stockholders’
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Meeting. Filed with the Securities and Exchange
Commission (File No. 001-05998) and |
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incorporated herein by reference.
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(a)(5)(ii)
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Communication to employees of MMC dated March 1, 2005. Filed with the Securities and Exchange
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Commission on Schedule TO-C on March 1, 2005.
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(a)(5)(iii)
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Excerpt from Script for Investor Conference Call Scheduled for 10:00 a.m., March 1, 2005. Filed
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with the Securities and Exchange Commission
on Schedule TO-C on March 1, 2005. |
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(a)(5)(iv)
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Communication to employees of MMC dated April 13, 2005. Filed with the Securities and Exchange
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Commission on Schedule TO-C on April 13, 2005.
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(b)
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Not applicable.
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(d)(1)
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Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan
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(incorporated by reference to MMC’s Annual Report on Form 10-K for the year ended December 31,
1999). |
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(d)(2)
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Form of Awards under the 2000 Senior Executive Incentive and Stock Award Plan (incorporated by
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reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
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(d)(3)
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Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated
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by reference to MMC’s Annual Report on Form 10-K for the year ended December 31, 2001).
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(d)(4)
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Form of Awards under the 2000 Employee Incentive and Stock Award Plan (incorporated by
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reference to MMC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
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(g)
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Not applicable.
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(h)
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Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: May 20, 2005
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MARSH & MCLENNAN COMPANIES, INC.
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By:
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/s/
Bart Schwartz |
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Name: Bart
Schwartz |
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Title: Vice
President and Deputy General Counsel |
| EXHIBIT INDEX |
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| (a)(1)(i) |
Offer to Exchange
Certain Outstanding Options, dated May 23, 2005. |
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| (a)(1)(ii) |
MMC Stock Option
Exchange Form. |
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| (a)(1)(iii) |
Communication
to Eligible MMC Option Holders Announcing the Opening of the Offer, to
be |
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delivered on or
around May 20, 2005 (email version for holders who have web access). |
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| (a)(1)(iv) |
Communication
to Eligible MMC Option Holders Announcing the Opening of the Offer, to
be |
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delivered on or
around May 20, 2005 (email version for holders who have web access for
the first time). |
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| (a)(1)(v) |
Communication
to Eligible MMC Option Holders Announcing the Opening of the Offer, to
be |
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delivered on or
around May 20, 2005 (paper version). |
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| (a)(1)(vi) |
Advance Communication
to Selected Business Leaders, Country Heads and HR Leaders of MMC, |
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dated May 17,
2005. |
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| (a)(1)(vii) |
Highlights of
the MMC Stock Option Exchange Program. |
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| (a)(1)(viii) |
Form of Communication
to Tendering Option Holders Confirming Receipt of MMC Stock Option |
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Exchange Form. |
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| (a)(1)(ix) |
Form of Communication to
Eligible MMC Option Holders, to be delivered on or around May 20, 2005. |
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| (a)(1)(x) |
Reminder Communication
to Eligible MMC Employees, to be delivered on or around June 6, 2005 |
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(email and web
access version). |
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| (a)(1)(xi) |
Reminder Communication
to Eligible MMC Employees, to be delivered on or around June 6, 2005 (paper
version). |
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| (a)(1)(xii) |
Second Reminder
Communication to Eligible MMC Employees, to be delivered on or around
June |
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20, 2005 (email
and web access version). |
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| (a)(1)(xiii) |
Second Reminder
Communication to Eligible MMC Employees, to be delivered on or around
June |
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20, 2005 (paper
version). |
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| (a)(1)(xiv) |
Final Reminder
Communication to Eligible MMC Employees, to be delivered on or around
June 27, |
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2005 (email and
web access version). |
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| (a)(1)(xv) |
Final Reminder
Communication to Eligible MMC Employees, to be delivered on or around
June 27, |
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2005 (paper version). |
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| (a)(1)(xvi) |
Form of Communication
to Tendering Option Holders regarding final election confirmation to
be |
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delivered on or
around June 30, 2005. |
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| (a)(1)(xvii) |
MMC’s Annual
Report on Form 10-K, as amended, for the period ended December 31, 2004.
Filed |
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with the Securities
and Exchange Commission (File No. 001-05998) and incorporated herein
by reference. |
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| (a)(1)(xviii) |
MMC’s Quarterly
Report on Form 10-Q, as amended, for the period ended March 31, 2005.
Filed |
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with the Securities
and Exchange Commission (File No. 001-05998) and incorporated herein
by reference. |
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| (a)(2) |
Not applicable. |
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| (a)(3) |
Not applicable. |
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| (a)(4) |
Not applicable. |
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| (a)(5)(i) |
MMC’s Definitive
Proxy Statement on Schedule 14A for MMC’s 2005 Annual Stockholders’ |
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Meeting. Filed
with the Securities and Exchange Commission (File No. 001-05998) and |
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incorporated herein
by reference. |
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| (a)(5)(ii) |
Communication
to employees of MMC dated March 1, 2005. Filed with the Securities and
Exchange |
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Commission on
Schedule TO-C on March 1, 2005. |
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| (a)(5)(iii) |
Excerpt from Script
for Investor Conference Call Scheduled for 10:00 a.m., March 1, 2005.
Filed |
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with the Securities
and Exchange Commission on Schedule TO-C on March 1, 2005. |
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| (a)(5)(iv) |
Communication
to employees of MMC dated April 13, 2005. Filed with the Securities and
Exchange |
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Commission on
Schedule TO-C on April 13, 2005. |
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| (b) |
Not applicable. |
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| (d)(1) |
Marsh & McLennan
Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan |
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(incorporated
by reference to MMC’s Annual Report on Form 10-K for the year ended
December 31, 1999). |
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| (d)(2) |
Form of Awards
under the 2000 Senior Executive Incentive and Stock Award Plan (incorporated
by |
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reference to MMC’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). |
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| (d)(3) |
Marsh & McLennan
Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated |
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by reference to
MMC’s Annual Report on Form 10-K for the year ended December 31,
2001). |
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| (d)(4) |
Form of Awards
under the 2000 Employee Incentive and Stock Award Plan (incorporated
by |
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reference to MMC’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). |
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| (g) |
Not applicable. |
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| (h) |
Not applicable. |