Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On and effective September 17, 2009, the board of directors (the "Board") of Marsh & McLennan Companies, Inc. ("MMC") approved an amendment to Article II,
Section 2.03 of MMC's Amended & Restated By-laws to require the Secretary of MMC, subject to certain limitations, to call a special meeting upon written request to the Secretary of stockholders of record of at least twenty percent (20%) of the voting power of the outstanding common stock of MMC entitled to vote on the matter or matters to be brought before the proposed special meeting. MMC's Amended & Restated By-laws previously did not allow stockholders to call a special meeting. The Board also approved an amendment to MMC's advance notice requirements.

In addition to the amendments described above, the amended By-laws include certain changes to clarify language and make other non-substantive changes. This summary is qualified in its entirety by reference to the Amended & Restated By-laws, as so amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 3.1 Amended and Restated By-laws of Marsh & McLennan Companies, Inc.

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