Item 8.01. Other Events.

On March 18, 2009, Marsh & McLennan Companies, Inc. (the "Company") entered into an Underwriting Agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) with Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Underwriters agreed to purchase from the Company $400,000,000 aggregate principal amount of 9.25% senior notes due 2019 (the "Notes").

The Notes are being offered and sold pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-136820) under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on August 22, 2006, and a prospectus supplement dated March 18, 2009.

The terms of the Notes are set forth in a First Supplemental Indenture, dated as of March 23, 2009, entered into by the Company and The Bank of New York Mellon, as trustee (attached hereto as Exhibit 4.1 and incorporated herein by reference).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement, dated March 18, 2009, among Marsh & McLennan Companies, Inc. and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. and the other Underwriters named therein.

4.1 First Supplemental Indenture, dated as of March 23, 2009, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee.

4.2 Form of Note (included as an exhibit to Exhibit 4.1 above).

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