THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Marsh & McLennan Companies, Inc. (MMC)

3/30/2006 Proxy Information

In May 2005, MMC sold the assets of MMC Capital, which had been MMC’s private equity management subsidiary, to Stone Point, an entity controlled by the former managers of MMC Capital, for approximately $3 million, the net asset value of MMC Capital as of December 31, 2004. At the time of the asset sale, Stone Point assumed responsibility for management of the Trident Funds and other private equity funds previously managed by MMC Capital. MMC does not participate in the investment decisions or management of Stone Point or the private equity funds managed by Stone Point. MMC, through its subsidiary Risk Capital Holdings, continues to own investments in firms such as Ace Ltd., XL Capital Ltd. and Axis Capital Holdings, Ltd., as well as its investments in the Trident Funds and other funds managed by Stone Point, which have a total recorded value at December 31, 2005 of approximately $397 million. MMC no longer receives management fees or origination fees related to Stone Point’s asset management business, but may receive performance fees from Trident Funds II and III based on each fund’s aggregate rate of return. MMC continues to receive dividends and to recognize capital appreciation or depreciation on the investments held by Risk Capital Holdings and has approximately $190 million of remaining capital commitments to funds managed by Stone Point.

Salvatore D. Zaffino is chairman and chief executive officer of Guy Carpenter & Co. and an executive officer of MMC. Mr. Zaffino’s son, Peter Zaffino, is a managing director of Guy Carpenter, the eastern regional manager and a member of the Guy Carpenter management board. During 2005, Peter Zaffino received a salary and bonus of $621,550, plus stock options and contingent awards that vest over a number of years. He also received $37,528 in previously granted and earned deferred compensation. As disclosed in MMC’s 2005 proxy statement, in late 2004, Peter Zaffino was a recipient of a retention award as part of a corporate retention program, which was paid in 2005. In 2005, as part of a retention program for senior executives, Peter Zaffino agreed to enter into a non-compete and non-solicitation agreement with Guy Carpenter commencing in 2006. In exchange for this agreement, he is entitled to an average annual award of $140,000, payable over the next 5 years, either in cash or MMC common stock, at MMC’s discretion. This award is contingent upon his continued employment with MMC through the end of 2011.

Garrett Benton, son-in-law of Salvatore D. Zaffino and a senior vice president of Guy Carpenter, received salary and bonus totaling approximately $117,000 in 2005.

3/31/2005 Proxy Information

From time to time, in the ordinary course of business and on commercial terms, MMC and its subsidiaries may provide services to, or in connection with transactions involving, investment funds and their portfolio companies managed or advised by MMC Capital, in which various executive officers and directors of MMC have direct or indirect interests. Such services include:

o acting as an insurance or reinsurance broker;

o consulting;

o transaction advisory services; or

o investment management.

A portion of the fees received by MMC Capital from portfolio companies for transaction, management or other advisory services is dedicated to the LTIP pool described in footnote 5 to "Compensation of Executive Officers-Summary Compensation Table".

The aggregate amount received for all such services rendered in 2004 by MMC and its subsidiaries was approximately $18.7 million. This amount predominantly consists of insurance brokerage and related payments made by portfolio companies to MMC subsidiaries relating to insurance and reinsurance placements with such insurers in the normal course of business.

On February 28, 2005, MMC signed a non-binding letter of intent providing for the transfer of MMC Capital's business, including the management of the Trident Funds, to a company to be formed by MMC Capital's senior management, including its chairman and chief executive officer, Charles A. Davis. Mr. Davis is currently an executive officer of MMC. The transfer is expected to close by the end of the second quarter 2005. Following the closing of the transaction, Mr. Davis will no longer be an executive officer of MMC. As part of the transaction, MMC will cease to have any role in decisions related to the investment or disposition of investments in the funds. In addition, MMC will enter into a strategic alliance agreement with the acquisition company pursuant to which MMC will remain a resource to the acquisition company for the remainder of the investment period of Trident III in connection with the fund's pursuit of certain investment opportunities. Under the terms of the letter, management of MMC determined to transfer certain assets of the business in exchange for approximately $3.2 million, the net asset value as of December 31, 2004. The purchase price is subject to certain pre-closing adjustments. The purchase price may be deferred for up to twelve months and any deferred amount will accrue interest at one-year LIBOR as of the closing date plus 200 basis points. MMC will retain its existing carried interest in Trident II equal to 10% of the profit generated by the fund, subject to the achievement of the required minimum return for the limited partners in the fund. For Trident III, MMC will reduce its capital commitment to the fund as a limited partner from $298 million to $200 million and will reduce its carried interest from 10% to 5% of the profit generated by the fund, also subject to achievement of the required minimum return for the limited partners in the fund. The reduction of carried interest for Trident III will be allocated to the investment team of the acquisition company including a portion to Mr. Davis, who currently is entitled to 1.75% of the profit generated by Trident III pursuant to his carried interest allocation in the fund. MMC has agreed to sublease to the acquisition vehicle 12,881 square feet of space for approximately 9 1/2 years at a gross annual cost of $55 per square foot. The LTIP and carried interest arrangements will not be terminated in connection with the proposed transfer of the MMC Capital business and will be modified for Trident III as noted above; however, employees of MMC Capital who transfer to the acquisition vehicle will waive any accelerated vesting or payment under the LTIP and the carried interest arrangements. For purposes of other outstanding employee equity awards and benefits held by employees of MMC Capital who transfer to the acquisition vehicle, they will be treated as having been involuntarily terminated without cause or, for eligible employees, as having elected early retirement.

On February 26, 2005, Salvatore D. Zaffino, chairman and chief executive officer of Guy Carpenter & Co., Inc., was made an executive officer of MMC. Mr. Zaffino's son, Peter Zaffino, is a managing director of Guy Carpenter and earned $570,000 in salary and bonus in 2004, plus certain other stock options and awards that vest over a number of years. Peter Zaffino also received a retention award in late 2004 of $270,000, payable quarterly throughout 2005 in either cash or MMC stock at the Company's discretion. Mr. Garrett Benton, son-in-law of Salvatore D. Zaffino and a vice president of Guy Carpenter, earned $103,833 in salary and bonus in 2004.

4/1/2004 Proxy Information

Since June 1, 2000, MMC has had an annual agreement with A.J.C. Smith, pursuant to which Mr. Smith provides certain advisory and consultative services for MMC or its affiliates, serves as chairman of MMC's International Advisory Board and is a trustee of various Putnam Funds. In November 2003 Mr. Smith was appointed chairman of Putnam Investments, a subsidiary of MMC. He also serves as a director of Marsh & McLennan Risk Capital Holdings, Ltd. and MMC Capital. For these services MMC pays Mr. Smith $2 million per year and provides support and other services and business expense reimbursement. On May 16, 2003 the term of this agreement was extended through May 31, 2004. For services rendered in 2003, Mr. Smith received an additional incentive payment of $500,000.

3/27/2003 Proxy Information

Ms. Fiona E. Luck has been designated a 'problem director' due to her involvement with the Mutual Risk Management board.

From time to time, in the ordinary course of business and on commercial terms, MMC and its subsidiaries may provide services to, or in connection with transactions involving, investment funds and their portfolio companies managed or advised by MMC Capital, in which various executive officers and directors of MMC have direct or indirect interests. Such services include: o acting as an insurance or reinsurance broker; o consulting; o transaction advisory services; or o investment management. A portion of the fees received by MMC Capital or its subsidiaries from portfolio companies for transaction, management or other advisory services is dedicated to the LTIP pool described in footnote 4 to "Executive Compensation-Summary Compensation Table".

The aggregate amount received for all such services rendered in 2002 by MMC and its subsidiaries was approximately $76 million. This amount predominantly consists of insurance brokerage and related payments made by portfolio companies to MMC subsidiaries relating to insurance and reinsurance placements with such insurers in the normal course of business.

In June 2002, Trident II purchased 43.3% of The ARC Group, LLC ("ARC") from Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), a wholly-owned subsidiary of MMC. Trident II paid $23.6 million for this interest, resulting in a gain of approximately $9.0 million for MMC. The purchase price is subject to reduction by up to $1.2 million under certain limited circumstances, depending on the total proceeds ultimately realized by Trident II. The transaction was approved by the Executive Committee of the Board of Directors of MMC, with Mr. Greenberg recusing himself. In passing on the adequacy of the purchase price, the Committee considered a report by MMC's Planning & Analysis Group and a March 2002 purchase by Trident II of a 27% interest in ARC at the same valuation from Arch Capital Group Ltd., a publicly traded company in which each of Trident II and MMC has a minority interest. All members of the Executive Committee who are investors in Trident II and Mr. Davis have excused themselves from participating in Trident II's investment in ARC.

Under the MMC Capital, Inc. LTIP, Messrs. Greenberg and Davis and certain other employees of MMC Capital participate in the profit generated from certain investments made by MMRCH, such as the ARC investment. Messrs. Greenberg and Davis each would have received a payment of approximately $210,000 under the terms of the LTIP in connection with MMRCH's sale of its interest in ARC. However, in view of the potential conflict of interest, Messrs. Greenberg and Davis have waived receipt of these LTIP payments unless and until Trident II recovers its purchase price on the ARC investment, in which event Messrs. Greenberg and Davis would be entitled to receive the LTIP payments, with interest accrued on amounts paid at a rate of 4.74% per annum through the date of payment.

Since June 1, 2000, MMC has had an agreement with A.J.C. Smith, pursuant to which Mr. Smith provides certain advisory and consultative services for MMC or its affiliates, serves as chairman of MMC's International Advisory Board and is a trustee of various Putnam Funds. He also serves as a director of Marsh & McLennan Risk Capital Holdings, Ltd. and MMC Capital. For these services MMC pays Mr. Smith $1,250,000 per year and provides support and other services and business expense reimbursement. On May 16, 2002 the term of this agreement was extended through May 31, 2003. For services rendered in 2002, Mr. Smith received an additional $1,250,000 incentive payment.

Mr. Fanjul serves on MMC's International Advisory Board and is a director of Marsh, S.A., a Spanish subsidiary of MMC, but receives no additional compensation for such service.