Marsh & Mclennan Companies Benefit Equalization Plan

Exhibit 10.25

Marsh & McLennan Companies

Benefit Equalization Plan and

Marsh & McLennan Companies

Supplemental Retirement Plan

As Amended and Restated Effective January 1, 2009

(except as otherwise specified herein)

TABLE OF CONTENTS Page

Part I MARSH & MCLENNAN COMPANIES BENEFIT EQUALIZATION PLAN 1

Part II MARSH & MCLENNAN COMPANIES SUPPLEMENTAL RETIREMENT PLAN 27

Part III GENERAL PROVISIONS APPLICABLE TO BOTH PLANS 52

Schedule A SPECIAL DEFINITIONS AND RULES APPLICABLE TO SPDA PURCHASES FOR BENEFITS ACCRUED BEFORE JANUARY 1, 2003 61


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PREFACE

Marsh & McLennan Companies, Inc. (the " Company" ) sponsors and maintains the Marsh & McLennan Companies Benefit Equalization Plan (" BEP" ) and the Marsh & McLennan Companies Supplemental Retirement Plan (" SRP" ) for the benefit of certain employees. BEP and SRP are separate plans with similar administrative and distribution provisions. They are combined and updated in this document (i) for convenience and to avoid unnecessary duplication of provisions and (ii) to reflect changes made by Section 409A of the Internal Revenue Code of 1986, as amended. However, use of a single document does not effect a merger of BEP and SRP nor in any way affects the independent operation of BEP and SRP. Accordingly, a participant may be entitled to receive benefits under one of these plans, but not the other.

The Company shall have no obligation under BEP or SRP to make any payments or cause any payments to be made except as may be explicitly provided under either plan. The Company shall, as its sole obligation in connection with BEP and SRP, make benefit payments when due out of its general corporate assets, except to the extent that single premium deferred annuity contracts have previously been purchased in satisfaction of previous benefit obligations under either BEP or SRP.


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PART I

MARSH & MCLENNAN COMPANIES

BENEFIT EQUALIZATION PLAN ARTICLE I

Purpose Section 1.1. The purpose of the Marsh & McLennan Companies Benefit Equalization Plan is to provide those employees of the Company who are participating in the Retirement Plan (as defined below) with benefits substantially equal to the amounts that would be payable under the Retirement Plan but for the limitations imposed by Sections 401(a)(17), 415(b) and, to the extent applicable prior to January 1, 2000, 415(e) of the Internal Revenue Code of 1986, as amended (" Code" ). This document subsumes and restates the Marsh & McLennan Companies Benefit Equalization Plan originally adopted effective January 1, 1988 and as subsequently amended.

Section 1.2. It is intended that any portion of this Plan which does not constitute an " excess benefit plan," as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, shall be an unfunded plan for a select group of management or highly compensated employees to the extent SPDAs (as defined below) have not been purchased on behalf of such employees. It is further intended that this Plan, as amended and restated, shall comply with the requirements of Section 409A of the Code.

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ARTICLE II

Definitions

Unless the context otherwise indicates, all capitalized terms used herein (other than terms otherwise defined herein) that are also used in the Retirement Plan, as defined below, shall have the meanings set forth in the Retirement Plan and, except with respect to lump sum payments, the same actuarial assumptions as used in the Retirement Plan shall be used to determine actuarial equivalence. The following terms when used herein shall have the designated meanings unless a different meaning is clearly required by the context. Section 2.1. Actual Benefit - the benefit actually payable to or in respect of a Participant annually under the Retirement Plan.

Section 2.2. Actuarial Equivalent - has the same meaning, for all Plan Years prior to the Effective Date, as " Actuarial Equivalent" as defined in Article I of the Retirement Plan then in effect, except that for the purposes of Section 4.3 and Section 4.6 of the Plan (and Section 4.3 and Section 4.6 of the Supplemental Plan) the interest rate assumption shall be the average Moody' s effective annual yield for a long term corporate bonds for the first two (2) months of the calendar quarter preceding the calendar quarter in which payment is made, and the month immediately preceding those two (2) months; provided, however, effective January 1, 2008 and thereafter, the interest rate assumption shall be the one-month average spot segment rate before phase-in, as published by the Internal Revenue Service for the second month preceding the calendar quarter in which payment is made. All other actuarial assumptions used under the Plan shall be the actuarial assumptions provided in Section A.4 of Appendix A to the Retirement Plan that went into effect on January 1, 2008.


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Section 2.3. Annuity Starting Date - means the first day of the first period for which an amount is payable as an annuity or, in the case of a non-annuity form of distribution, the first day on which all events have occurred which entitle the recipient to receive payment. Section 2.4. Change in Control - has the meaning set forth in Section 3.2(b). Section 2.5. Code - means the Internal Revenue Code of 1986, as amended from time to time. Section 2.6. Company - means Marsh & McLennan Companies, Inc., a Delaware corporation, and any subsidiary or affiliate thereof (collectively or individually, as the context may indicate) which shall have adopted the Retirement Plan. As to any Employee, at any time of reference, " Company" means his or her employer. Section 2.7. Contribution - means each amount made available to a Participant and applied toward the purchase of a SPDA in accordance with Schedule A.

Section 2.8. Disabled or Disability - means that, under procedures set forth in the appropriate Participating Company' s long term disability benefit program, a determination has been made that a Participant is permanently unable to engage in the duties of any gainful employment. Section 2.9. Early Retirement Date - has the same meaning as " Early Retirement Date" in Article I of the Retirement Plan.

Section 2.10. Effective Date - of this amended and restated Plan is January 1, 2009, except as otherwise provided herein.

Section 2.11. Employee - means an " Eligible Employee" as defined in Article I of the Retirement Plan.

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Section 2.12. Equalization Benefit - means the amount by which a Participant' s Formula Benefit exceeds his or her Actual Benefit, where both the Formula Benefit and the Actual Benefit are expressed as a Single Life Annuity.

Section 2.13. ERISA - means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.14. Formula Benefit - means the benefit that would have been payable annually to or in respect of a Participant under the Retirement Plan without regard to the Tax Limitations. Section 2.15. MMC - means Marsh & McLennan Companies, Inc. and any successor thereto. Section 2.16. Normal Retirement Date - has the same meaning as " Normal Retirement Date" in Article I of the Retirement Plan.

Section 2.17. Participant - means an Employee who satisfies the requirements of Section 3.1 or 3.2 of the Plan.

Section 2.18. Plan - means this Marsh & McLennan Companies Benefit Equalization Plan, as set forth in Parts I and III of this document, as amended from time to time, and is a separate unfunded plan with respect to: (i) benefits accrued and vested prior to January 1, 2003 and not annuitized by SPDA purchases; (ii) benefits accrued and vested on or after January 1, 2003 and prior to January 1, 2005; and (iii) benefits accrued or vested on or after January 1, 2005.

Section 2.19. Plan Administrator - means the " Administrative Committee" appointed from time to time by the Company to administer the Retirement Plan. Section 2.20. Plan Year - means the calendar year.


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Section 2.21. Post-2004 Benefit - means a Participant' s Equalization Benefit reduced by the Participant' s Pre-2005 Benefit, if any, expressed as a Single Life Annuity.

Section 2.22. Pre-2005 Benefit - means, effective January 1, 2005, the present value as of the date of determination of a Participant' s Equalization Benefit had (1) the Participant voluntarily terminated employment without cause on December 31, 2004, (2) received payment of his or her Equalization Benefit on the earliest possible date allowed under the Plan to commence payments after termination of employment, and (3) received benefits in the form under the Plan producing the maximum value; such amount shall be reduced by the value of the SPDAs, if any, purchased pursuant to the terms set forth in Schedule A that settled a portion of the Company' s obligation with respect to such Equalization Benefit. Effective January 1, 2009, " Pre-2005 Benefit" shall mean the annuity amount determined had the Participant voluntarily terminated employment without cause on December 31, 2004 reduced for early retirement by the applicable early retirement reduction factors provided under the Retirement Plan; provided, however, that in no event shall the amount of such reduced Pre-2005 Benefit exceed the amount that would have been computed under Treas. Reg. a71.409A-6(a)(3)(i), as increased to reflect the optional present value adjustment otherwise permitted thereunder; provided, further, such amount shall be reduced by the value of the SPDAs, if any, purchased pursuant to the terms set forth in Schedule A that settled a portion of the Company' s obligation with respect to such Equalization Benefit.

Section 2.23. Qualified Joint and Survivor Annuity - means an actuarially reduced Single Life Annuity payable to the Plan Participant and a Single Life Annuity payable to his or her Qualified Spouse after his or her death following the Annuity Starting Date equal to one-half ( 1 / 2 ) the amount of the Single Life Annuity that was payable to the Participant.


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Section 2.24. Qualified Spouse - means the individual of the opposite sex to whom a Participant is legally married for at least twelve (12) months on his or her Annuity Starting Date or his or her date of death, whichever occurs first, or who otherwise qualifies as a Qualified Spouse under the Retirement Plan. A domestic partner may not be a Qualified Spouse.

Section 2.25. Retirement Plan - means the tax qualified Marsh & McLennan Companies Retirement Plan, as amended and restated as of January 1, 2006 and as amended from time to time, and, where appropriate, earlier versions of the Retirement Plan. Section 2.26. Separation from Service or Separates from Service means the termination of all " active employment" with MMC and all related entities aggregated with MMC under Section 414(b), (c), (m) or (o) of the Code. For purposes of this Section, a Participant' s " active employment" is considered to have terminated when the number of hours of service performed by the Participant for any Company in a week are twenty percent (20%) or less of the average weekly hours worked by the Participant during the previous thirty-six (36) month period. Notwithstanding the foregoing to the contrary, a Participant, who is not performing services for a Company because he or she is on a bona fide leave of absence, Separates from Service under the Plan only after such leave of absence exceeds six (6) months or such longer period of time as provided under an applicable statute or by contract For purposes of this Section 2.26, a Disabled Participant shall be deemed to Separate from Service upon the passage of twenty-nine (29) months of continuous leave from the Company on account of his or her Disability, measured from the Disabled Participant' s original date of absence. This Section 2.26 shall be administered in accordance with Treas. Reg. a71.409A-1(h)(1). Section 2.27. Single Life Annuity - means an annuity commencing on a Normal Retirement Date, or such other date provided herein, payable for the life of the payee.


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Section 2.28. SPDA - means a single premium deferred annuity contract purchased on behalf of a Participant subject to the provisions contained in Schedule A.

Section 2.29. Specified Employee - means a Participant who, as of the date of his or her Separation from Service, is an Employee that met the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with Treasury regulations and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the last day of March immediately preceding his or her Separation from Service.

Section 2.30. Supplemental Plan - means the Marsh & McLennan Companies Supplemental Retirement Plan, as set forth in Parts II and III of this document, and as amended from time to time.

Section 2.31. Tax Limitations - means the limitations on benefits imposed by Sections 415(b) of the Code or the limitations on creditable salary imposed by Section 401(a)(17) of the Code, or both, and, with respect to Plan Years beginning before January 1, 2000, Section 415(e) of the Code.

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ARTICLE III

Participation

Section 3.1. Participation . An Employee shall become a Participant as of the first day on which his or her Formula Benefit under the Retirement Plan is reduced as a result of any of the Tax Limitations; provided, however, that (i) any Employee who has entered into an individual written employment contract with the Company providing for an alternative pension benefit shall not be eligible to become a Participant except subject to such terms and conditions as may be provided by the Company, (ii) an Employee whose reductions under the Retirement Plan are attributable in whole or in part to the limitations imposed by Section 401(a)(17) shall participate in the Plan only if he or she is part of a select group of management or highly compensated employees, as determined by the Plan Administrator in its sole discretion.

Section 3.2. Special Participation . (a) Notwithstanding the provisions of Section 3.1, in the event of a Change in Control, MMC may select Employees, who are part of a select group of management or highly compensated employees and not otherwise eligible to participate in the Retirement Plan, for immediate participation in the Plan. Such Participant' s Equalization Benefit shall be fully vested and computed as of the date of the Change in Control based on his or her Actual Benefit under the Retirement Plan, or, if none, as if he or she had participated in the Retirement Plan during his or her period of employment with the Company. (b) " Change in Control" means a change in the management or ownership of MMC if the following shall have occurred: (i) any " person," as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the " Exchange Act" ) (other than MMC, any trustee or other fiduciary holding securities under an employee benefit plan of a Company or any corporation owned, directly or indirectly, by the stockholders of MMC in substantially the same proportions as their ownership of stock of MMC), is or becomes the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of MMC representing fifty percent (50%) or more of the combined voting power of MMC' s then outstanding voting securities;


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(ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the board of directors of MMC (the " Board" ), and any new director (other than a director designated by a person who has entered into an agreement with MMC to effect a transaction described in clause (i), (iii) or (iv) of this Section 3.2(b) whose election by the Board or nomination for election by MMC' s stockholders was approved by a vote of at least two-thirds ( 2 / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii) the stockholders of MMC approve a merger or consolidation of MMC with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of MMC outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being


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converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the voting securities of MMC or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of MMC (or similar transaction) in which no " person" (as hereinabove defined) acquired fifty percent (50%) or more of the combined voting power of MMC' s then outstanding securities; or

(iv) the stockholders of MMC approve a plan of complete liquidation of MMC or an agreement for the sale of disposition by MMC of all or substantially all of the MMC' s assets (or any transaction having a similar effect).


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ARTICLE IV

Plan Benefits

Section 4.1. Equalization Benefits . (a) In the event that a Participant commences to receive Equalization Benefits at a date other than his or her Normal Retirement Date, or in a form other than a Single Life Annuity, such Equalization Benefit shall reflect all service and compensation recognized under the Retirement Plan and shall be actuarially adjusted to reflect the time and form of payment. (b) A Participant' s Equalization Benefit shall not provide duplicative benefits for the same period of service and, accordingly, shall be adjusted to reflect the value of any SPDA previously purchased to settle obligations with respect to any portion of those benefits.

Section 4.2. Prior SPDA Purchases . Contributions were made by the Company to purchase SPDAs on behalf of certain Participants. Any obligation to purchase a SPDA under this Plan could, in the Company' s sole discretion, have been combined with an obligation arising under the Supplemental Plan at the same time and in respect of the same individual, and a single SPDA could have been purchased to discharge the combined obligation. Rules governing SPDA purchases are set forth in Schedule A. The Company has no obligation to make Contributions or purchase SPDAs for the Equalization Benefit of any Participant accruing after December 31, 2002.


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Section 4.3. Pre-2005 Benefits Payment Rules . (a) Subject to a Participant' s election made under paragraphs (b) or (d) of this Section 4.3, monthly benefits under this Plan payable with respect to a Participant' s Pre-2005 Benefit shall be paid in accordance with the Participant' s payment election under the Retirement Plan; provided, however, that for purposes of the Plan, only the forms of payment made available under the Retirement Plan prior to October 3, 2004 shall be taken into account.

(b) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, to be paid the Actuarial Equivalent of his or her Pre-2005 Benefit in a single lump sum payment on the last business day of the month in which the first monthly benefit payment under the Retirement Plan is made to the Participant, provided that his or her election under this paragraph (b) has been in effect for a period of not less than twelve (12) months prior to the date that payments under the Retirement Plan commence, otherwise his or her Pre-2005 Benefit shall be paid in accordance with the provisions of paragraph (a) of this Section 4.3, unless the Participant makes an election pursuant to paragraph (d) of this Section 4.3.

(c) If a Participant' s last payment election under paragraph (b) has not been in effect for a period of at least twelve (12) months prior to the date that payments under the Retirement Plan commence, his or her Pre-2005 Benefit shall be paid in the form designated in the Participant' s last election made under paragraph (b) of this Section 4.3 that was in effect for at least twelve (12) months; provided, however, if a Participant has made no election that has been in effect for at least twelve (12) months, such Participant shall receive his or her Pre-2005 Benefit in accordance with the provisions of paragraph (a) of this Section 4.3, unless the Participant makes an election pursuant to paragraph (d) of this Section 4.3.


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(d) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, to change the form of distribution of his or her Pre-2005 Benefit determined under paragraphs (a), (b) or (c) of this Section 4.3 at any time before payments commence, provided that his or her Pre-2005 Benefit shall be reduced by six percent (6%).

(e) A Participant may elect, in accordance with procedures established by the Plan Administrator from time to time, that, in the event he or she dies before his or her Pre-2005 Benefit is payable under the terms of the Plan, the Plan shall pay his or her surviving Qualified Spouse the applicable death benefit described in Section 4.7 of the Plan in a single lump sum payment no later than the last business day of the month in which payments to his or her surviving Qualified Spouse commence under the Retirement Plan.

Section 4.4. Payment of Post-2004 Benefits Prior to January 1, 2009 . In accordance with Section 3.03 of transition guidance contained in IRS Notice 2006-79 and IRS Notice 2007-86, the payment of Post-2004 Benefits that are due and payable before January 1, 2009 shall commence at the same time, be paid in the same form available under the Retirement Plan prior to October 3, 2004, and be subject to the same conditions as the Participant' s retirement benefit payable under the Retirement Plan.

Section 4.5. Payment of Post-2004 Benefits After December 31, 2008 .

(a) Form of Payment . The form of payment of a Participant' s Post-2004 Benefit shall be a Qualified Joint and Survivor Annuity if he or she is married on his or her


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Annuity Starting Date or Single Life Annuity if he or she is not then married. Until his or her Annuity Starting Date, and pursuant to procedures established by the Plan Administrator from time to time, a Participant may elect to have his or her Post-2004 Benefit paid in any of the forms provided in Article VII of the Retirement Plan that are the Actuarial Equivalent of his or her Qualified Joint and Survivor Annuity or Single Life Annuity benefit under this Plan. If the Participant fails to provide the Plan Administrator with his or her marital information before his or her Annuity Starting Date, the Participant' s Post-2004 Benefit shall be paid in the form of a Qualified Joint and Survivor Annuity and the Participant shall be deemed to have a Qualified Spouse who is twenty (20) years younger than the Participant. (b) Time of Payment .

(i) Separation on or after Age 55 .

A Participant who attains at least age fifty-five (55) at his or her Separation from Service for any reason other than Disability or death shall receive the " first payment" of his or her Post-2004 Benefit in the fourth (4 th ) calendar month following the calendar month in which he or she Separates from Service with additional payments to be made on a monthly basis thereafter. For purposes of this Section 4.5(b), the " first payment" shall consist of (A) the monthly payment due to the Participant for such fourth (4 th ) calendar month and (B) the monthly payments due to the Participant for the immediately preceding three (3) calendar months.


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(ii) Separation before Age 55 . If a Participant incurs a Separation from Service for any reason other than Disability or death before attaining age fifty-five (55), the " first payment" of his or her Post-2004 Benefit shall commence in the later of (A) the fourth (4 th ) calendar month following the calendar month in which he or she Separates from Service (with payment at commencement constituting a " first payment" ) or (B) the first month following his or her attainment of age fifty-five (55), with additional payments to be made on a monthly basis thereafter; provided that if the payment of the Participant' s Post-2004 Benefit commences in accordance with subdivision (A) of this subparagraph (ii), in addition to the monthly payment due to the Participant in such fourth (4 th ) calendar month, the " first payment" shall consist of the monthly payments due to the Participant for the month(s) following the month after the Participant' s attainment of age fifty-five (55).

(iii) Disability .

The payment of a Disabled Participant' s Post-2004 Benefit where he or she has incurred a Separation from Service on account of Disability shall commence on his or her Normal Retirement Date; provided, however, if such Disabled Participant returns to active employment after such Separation from Service on a account of his or her Disability, any Post-2004 Benefit of such Participant that accrues after his or her return to active employment with the Company shall be paid in accordance with subparagraphs (i) or (ii) of this paragraph (b), whichever is applicable.


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(c) Specified Employee Rule . Notwithstanding any provision to the contrary herein, the payment of the " first payment" of a Specified Employee' s Post-2004 Benefit on account of his or her Separation from Service for any reason other than Disability or death shall be made in the later of (A) the seventh (7 th ) calendar month following the calendar month in which he or she Separates from Service (with payment at commencement constituting a " first payment" ) or (B) the first month following his or her attainment of age fifty-five (55), with additional payments to be made on a monthly basis thereafter. For purposes of this paragraph (c), the " first payment" of a Specified Employee' s Post-2004 Benefit shall be determined in accordance with the provisions of subparagraph (i) or subparagraph (ii) of paragraph (b), whichever is applicable, except that the seven (7) calendar month period provided in this paragraph (c) shall be used instead of the four (4) month period provided in subparagraphs (i) and (ii) of paragraph (b). (d) Special Death Benefit . In the event a Participant dies before he or she has received the " first payment" of his or her Post-2004 Benefit in the form determined under paragraph (a) of this Section 4.5 and in accordance with the time of payment rules under paragraph (b) or paragraph (c) of this Section 4.5, whichever is applicable, the monthly payments otherwise due but unpaid by the Participant' s date of death shall be paid in a single lump sum to the Participant' s Beneficiary, and if none has been designated, the Participant' s surviving Qualified Spouse, or, if there is none, the Participant' s estate, as soon as administratively practicable after such death, provided that payment shall be made no later than ninety (90) days following the death of the Participant. In the event the Plan Administrator cannot make the payment by the end of the 90-day period, the payment shall not be made later than the latest of


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(A) the last day of the calendar year in which the death occurs or (B) the fifteenth (15 th ) day of the third (3 rd ) calendar month following the death of the Participant. The Beneficiary, Qualified Spouse or representative of the estate shall not be permitted to designate, directly or indirectly, the taxable year of payment.

Section 4.6. Small Benefit Rules .

(a) Pre-2005 Benefits . If the Participant' s total monthly Equalization Benefit payable in the form of a Single Life Annuity is under $100, then the Actuarial Equivalent lump sum amount of his or her Pre-2005 Benefit shall be paid to the Participant or his or her surviving Qualified Spouse, without his or her consent, no later than the last business day of the month in which payments to the Participant or surviving Qualified Spouse commence under the Retirement Plan. (b) Post-2004 Benefit . If the aggregate lump sum value of the Participant' s Equalization Benefit, Supplemental Benefit, benefit payable under the J&H Excess Plan and/or Sedgwick Excess Plan and benefits payable under any other non-qualified deferred compensation required to be aggregated with the Plan under Section 409A of the Code does not exceed the applicable dollar limit under Section 402(g)(1)(B) of the Code in effect for the calendar year, then the Actuarial Equivalent lump sum amount of his or her Post-2004 Benefit shall be paid to the Participant, without his or her consent, in the fourth (4 th ) month (or seventh month (7 th ) in the case ...