Exhibit 10.2

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions of 10-Year Restricted Stock Awards to U.S. Grant Recipients
- --------------------------------------------------------------------------------

I. AWARD VESTING AND DISTRIBUTION
------------------------------

A. Vesting Period
--------------

Your award of restricted stock is scheduled to vest on the earlier of
(1) [Vesting Date] or (2) the later of your Normal or Deferred
Retirement Date (as such terms are defined in MMC's primary retirement
plan applicable to you).

B. Stock Distribution
------------------

The shares will be distributed as soon as practicable after the
vesting, except for employees expected to be covered under Section
162(m)(3) of the U.S. Internal Revenue Code of 1986, as amended. For
covered employees, MMC may exchange the restricted stock for restricted
stock units prior to vesting and defer distribution until the date that
would result from applying clause (2) from Section IA herein, or such
earlier date pursuant to Sections IVA, IVB or VA herein.

Employees covered under 162(m)(3), according to U.S. Internal Revenue
Service regulations, include (1) the chief executive officer of MMC as
of the last day of the year of distribution and (2) the four
highest-paid executive officers of MMC, other than the chief executive
officer, who are employed on the last day of the year of distribution.

II. RIGHTS OF RESTRICTED STOCK
--------------------------

You will receive dividends on the restricted stock, and you can vote your
shares. The shares may not be transferred or assigned by you unless and
until the restriction period has ended and the shares have been registered
to you.

III. TAXES
-----

The value of restricted stock generally is not taxable on the date of
grant. During the restriction period, the receipt of dividends on the
shares is taxable as additional compensation and reported on a current
basis as W-2 income. When the shares vest and are distributed, you will be
given further information regarding the tax consequences of your receipt of
the shares, and you must pay all withholding taxes required by law. It is
recommended that you consult with your personal tax advisor for more
detailed information regarding the tax treatment of the award.

-1-

IV. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, your right to the restricted stock shall be as
follows:

A. Death
-----

If you die, the restricted stock will vest immediately to the person or
persons to whom your rights shall pass by will or the laws of descent
and distribution.

B. Permanent Disability
--------------------

If you become totally and permanently disabled as determined under
MMC's long-term disability program, the restricted stock will vest
immediately.

C. Retirement
----------

As stated in Section IA, if the shares are restricted until your
retirement, then the restricted stock will vest on the later of your
Normal or Deferred Retirement Date.

D. All Other Employment Terminations
---------------------------------

If you cease to be an active employee of the Company before the end of
the restriction period for any reason other than death, permanent
disability, or normal or deferred retirement, or you fail to perform
any condition precedent in a manner satisfactory to the Compensation
Committee of the MMC Board of Directors (the "Committee"), all of your
rights, title and interest in and to the restricted stock shall be
forfeited.

V. CHANGE IN CONTROL PROVISIONS
----------------------------

A. Change in Control
-----------------

Upon the occurrence of a "change in control" of MMC, as defined in the
Plan, the restricted stock will vest on the date of the change in
control, and the shares will be distributed to you as soon as
practicable thereafter.

B. Additional Payment
------------------

Should you receive shares from the vesting of restricted stock that has
been accelerated because of a change in control, all or part of the
value (the total market price of the shares on the date of vesting) of
those shares (the Accelerated Shares) may be subject to a 20% federal
excise tax. The excise tax is imposed when the value of the Accelerated
Shares (plus any other payments which are determined to be contingent
on a change in control) is more than 2.999 times the average of your
last five years W-2 earnings.

-2-

If a change in control occurs and you receive Accelerated Shares, MMC
will determine if the 20% federal excise tax is payable. If it is
payable, MMC will pay to you, within five days of making the
computation, an amount of money (the Additional Payment) equal to the
excise tax plus additional amounts for federal, state and local taxes
so that the excise tax and income taxes on the excise tax payment will
not cost you any money. If the Additional Payment is later determined
to be less than the amount of taxes you owe, a further payment will be
made to you. If the Additional Payment is more than the amount you owe,
you will be required to reimburse MMC for the difference.

VI. OTHER PROVISIONS
----------------

A. This award of restricted stock does not give you any right to continue
to be employed by the Company, or limit, in any way, the right of your
employer to terminate your employment, at any time, for any reason not
specifically prohibited by law.

B. MMC is not liable for the non-issuance or non-transfer, nor for any
delay in the issuance or transfer of any shares of common stock due
you, which results from the inability of MMC to obtain, from each
regulatory body having jurisdiction, all requisite authority to issue
or transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares. Your acceptance of this award constitutes your agreement that
the shares of common stock acquired hereunder, if any, will not be sold
or otherwise disposed of by you in violation of any applicable
securities laws or regulations.

C. This award is subject to all of the terms and conditions herein and the
provisions of the Plan, and your acceptance hereof shall constitute
your agreement to the administrative regulations of the Committee. In
the event of any inconsistency between these terms and conditions and
the provisions of the Plan, the provisions of the Plan shall prevail.
You may obtain a copy of the Plan by making a request to MMC.

D. The restricted stock is awarded in accordance with such additional
administrative regulations as the Committee may, from time to time,
adopt. All decisions of the Committee upon any questions arising under
these terms and conditions or the Plan shall be conclusive and binding.

E. During your lifetime, no right hereunder related to the restricted
stock shall be transferable except by will or the laws of descent and
distribution.

-3-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K of MMC for its last fiscal year, MMC's
Registration Statement on Form 8 dated February 3, 1987, describing MMC common
stock, including any amendment or reports filed for the purpose of updating such
description, and MMC's Registration Statement on Form 8-A/A dated January 26,
2000, describing the Preferred Stock Purchase Rights attached to the common
stock, including any further amendment or reports filed for the purpose of
updating such description, which have been filed by MMC under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference herein.

All documents subsequently filed by MMC pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the end of MMC's last fiscal year
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Participants may receive without charge, upon written or oral request, a copy of
any of the documents incorporated herein by reference and any other documents
that constitute part of this Prospectus by contacting Ms. Kelly Gamble, Senior
Manager, Global Compensation, at 212/948-3523 or via internal electronic mail
(Lotus Notes) or the internet (kelly.gamble@mmc.com).

-4-

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions of 10-Year Restricted Stock Unit Awards
(issued in lieu of Restricted Stock Awards)
-------------------------------------------

I. AWARD VESTING AND DISTRIBUTION
------------------------------

A. Vesting Period
--------------

Your award of restricted stock units is scheduled to vest on the
earlier of (1) [Vesting Date] or (2) the later of your Normal or
Deferred Retirement Date (as such terms are defined in MMC's primary
retirement plan applicable to you).

B. Stock Distribution
------------------

The shares will be distributed as soon as practicable after the
vesting, except for employees expected to be covered under Section
162(m)(3) of the U.S. Internal Revenue Code of 1986, as amended. For
covered employees, MMC may defer distribution until the date that would
result from applying clause (2) from Section IA herein, or such earlier
date pursuant to Sections IVA, IVB or V herein.

II. RIGHTS OF RESTRICTED STOCK UNITS
--------------------------------

You will receive dividend equivalent payments on the restricted stock
units. Unless and until both the vesting conditions of the award have been
satisfied and the shares have been registered to you in accordance with the
terms and conditions described herein, you have none of the attributes of
ownership to such shares of stock (e.g., units cannot be used as payment
for stock option exercises; units may not be transferred or assigned; units
have no voting rights).

-1-

III. TAXES
-----

The value of restricted stock units generally is not taxable on the date of
grant. During the restriction period, the receipt of dividend equivalents
is taxable on a current basis as additional compensation and will be
included in your payroll checks. When the units vest and are distributed,
you will be given further information regarding the tax consequences of
your receipt of the shares; at that time you will be required to pay all
withholding taxes required by law. It is recommended that you consult with
your personal tax advisor for more detailed information regarding the tax
treatment of the award.

IV. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, your right to the restricted stock units shall be as
follows:

A. Death
-----

If you die, the restricted stock units will vest immediately to the
person or persons to whom your rights shall pass by will or the laws of
descent and distribution.

B. Permanent Disability
--------------------

If you become totally and permanently disabled as determined under
MMC's long-term disability program, the restricted stock units will
vest immediately.

C. Retirement
----------

As stated in Section IA, if the shares are restricted until your
retirement, then the restricted stock units will vest on the later of
your Normal or Deferred Retirement Date.

D. All Other Employment Terminations
---------------------------------

V. CHANGE IN CONTROL PROVISIONS
----------------------------

Upon the occurrence of a "change in control" of MMC, as defined in the
Plan, the restricted stock units will vest on the date of the change in
control, and the shares will be distributed to you as soon as practicable
thereafter.

-2-

VI. OTHER PROVISIONS
----------------

A. This award of restricted stock units does not give you any right to
continue to be employed by the Company, or limit, in any way, the right
of your employer to terminate your employment, at any time, for any
reason not specifically prohibited by law.

D. The restricted stock units are awarded in accordance with such
additional administrative regulations as the Committee may, from time
to time, adopt. All decisions of the Committee upon any questions
arising under these terms and conditions or the Plan shall be
conclusive and binding.

E. During your lifetime, no right hereunder related to the restricted
stock units shall be transferable except by will or the laws of descent
and distribution.

-3-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

-4-

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions of 7-Year Restricted Stock Awards to U.S. Grant Recipients
- -------------------------------------------------------------------------------

This award of restricted stock, granted on [Grant Date] under the Marsh &
McLennan Companies ("MMC") 2000 Senior Executive Incentive and Stock Award Plan
(the "Plan"), is subject to the terms and conditions below. This award is
intended to serve as recognition of your potential for future contributions to
the success of MMC and to provide an appropriate additional incentive to remain
with the Company so as to influence future outcomes in carrying out your
professional and executive responsibilities.

I. AWARD VESTING AND DISTRIBUTION
------------------------------

A. Vesting Period
--------------

B. Stock Distribution
------------------

II. RIGHTS OF RESTRICTED STOCK
--------------------------

III. TAXES
-----

-1-

IV. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, your right to the restricted stock shall be as
follows:

A. Death
-----

If you die, the restricted stock will vest immediately to the person or
persons to whom your rights shall pass by will or the laws of descent
and distribution.

B. Permanent Disability
--------------------

If you become totally and permanently disabled as determined under
MMC's long-term disability program, the restricted stock will vest
immediately.

C. Retirement
----------

As stated in Section IA, if the shares are restricted until your
retirement, then the restricted stock will vest on the later of your
Normal or Deferred Retirement Date.

D. All Other Employment Terminations
---------------------------------

V. CHANGE IN CONTROL PROVISIONS
----------------------------

A. Change in Control
-----------------

B. Additional Payment
------------------

-2-

VI. OTHER PROVISIONS
----------------

E. During your lifetime, no right hereunder related to the restricted
stock shall be transferable except by will or the laws of descent and
distribution.

-3-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

-4-

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions of 7-Year Restricted Stock Unit Awards
(issued in lieu of Restricted Stock Awards)
-------------------------------------------

This award of restricted stock units, granted on [Grant Date] under the Marsh &
McLennan Companies ("MMC") 2000 Senior Executive Incentive and Stock Award Plan
(the "Plan"), is subject to the terms and conditions below. This award is
intended to serve as recognition of your potential for future contributions to
the success of MMC and to provide an appropriate additional incentive to remain
with the Company so as to influence future outcomes in carrying out your
professional and executive responsibilities.

I. AWARD VESTING AND DISTRIBUTION
------------------------------

A. Vesting Period
--------------

B. Stock Distribution
------------------

The shares will be distributed as soon as practicable after the
vesting, except for employees expected to be covered under Section
162(m)(3) of the U.S. Internal Revenue Code of 1986, as amended. For
covered employees, MMC may defer distribution until the date that would
result from applying clause (2) from Section IA herein, or such earlier
date pursuant to Sections IVA, IVB or V herein.

II. RIGHTS OF RESTRICTED STOCK UNITS
--------------------------------

-1-

III. TAXES
-----

IV. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, your right to the restricted stock units shall be as
follows:

A. Death
-----

If you die, the restricted stock units will vest immediately to the
person or persons to whom your rights shall pass by will or the laws of
descent and distribution.

B. Permanent Disability
--------------------

If you become totally and permanently disabled as determined under
MMC's long-term disability program, the restricted stock units will
vest immediately.

C. Retirement
----------

As stated in Section IA, if the shares are restricted until your
retirement, then the restricted stock units will vest on the later of
your Normal or Deferred Retirement Date.

D. All Other Employment Terminations
---------------------------------

V. CHANGE IN CONTROL PROVISIONS
----------------------------

-2-

VI. OTHER PROVISIONS
----------------

E. During your lifetime, no right hereunder related to the restricted
stock units shall be transferable except by will or the laws of descent
and distribution.

-3-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

-4-

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions of Restricted Stock Unit Awards to U.S. Grant Recipients
-----------------------------------------------------------------------------

This award of restricted stock units, granted on [Grant Date] under the Marsh &
McLennan Companies (MMC) 2000 Senior Executive Incentive and Stock Award Plan
(the Plan), is subject to the following terms and conditions:

I. VESTING PERIOD
--------------

Your award of restricted stock units is scheduled to vest on the earlier
of (1) [Vesting Date] or (2) such other date as may be applicable pursuant
to the provisions of Section IV below. The shares will be delivered to you
as soon as practicable after the date of vesting, free of restriction.

II. RIGHTS OF RESTRICTED STOCK UNITS
--------------------------------

You will receive dividend equivalent payments on the restricted stock
units. Unless and until both the vesting conditions of the award have been
satisfied and the shares have been registered to you in accordance with
the terms and conditions described herein, you have none of the attributes
of ownership to such shares of stock (e.g., units cannot be used as
payment for stock option exercises; units may not be transferred or
assigned; units have no voting rights).

III. TAXES
-----

The value of restricted stock units generally is not taxable on the date
of grant. During the restriction period, the receipt of dividend
equivalents is taxable on a current basis as additional compensation and
will be included in your payroll checks. When the units vest and are
distributed, you will be given further information regarding the tax
consequences of your receipt of the shares; at that time you will be
required to pay all withholding taxes required by law. It is recommended
that you consult with your personal tax advisor for more detailed
information regarding the tax treatment of the award.

IV. TERMINATION OF EMPLOYMENT
-------------------------

If, prior to the vesting of all restricted stock units as provided above,
you should cease to be employed by MMC or any of its subsidiaries or
affiliates (the Company), all restricted stock units shall, except as
provided in the next succeeding paragraph, forthwith vest in you or, in
the event of your death, to the person or persons to whom your rights
shall pass by will or the laws of descent and distribution.

You shall not be entitled to receive any restricted stock units not
theretofore vested, and all rights pertaining to any such unvested
restricted stock units shall cease, should your employment be terminated
under any of the following conditions:

-1-

A. Termination by your employer for any of the following reasons:
misappropriation of the assets of the Company; willful misconduct in
the performance of your duties; your refusal to perform the duties
of your position; or your conviction of a felony.

B. Your resignation, except:

(1) upon total disability, as defined in the Company's long-term
disability program; or

(2) upon retirement within the meaning of the Company's retirement
program; or

(3) for Good Reason (as defined below) if the Company fails to
cure the circumstances giving rise to such Good Reason within
30 days. "Good Reason" means:

(a) termination of your present position in the Company or
of any position subsequently held;

(b) reduction in your annual base salary as in effect from
time to time, except for across-the-board salary
reductions similarly and generally affecting a
recognized group of senior executives that includes you;

(d) the discontinuance or reduction in level of your
participation (exclusive of an ad hoc reduction
conforming to the general principles under which a plan
is administered) in any compensation plan in which you
have been participating, provided that other senior
executives constituting a recognized group that includes
you are not also and similarly affected.

Any resignation pursuant to Section IV.B.(3) must be submitted
in writing and delivered to the Senior Vice President, Human
Resources and Administration of MMC within 60 days of your
becoming aware of any circumstances set forth in (a), (b), (c)
or (d) above. Such notice of resignation must specify which of
the circumstances set forth above you are relying on, and your
resignation must be effective no later than 90 days, but no
earlier than 30 days, from your delivery of the written
notice.

It is understood that any future agreement between you and the Company may
include provisions that vary from the terms contained herein and, if so,
the provisions of such future agreement shall govern.

V. CHANGE IN CONTROL PROVISIONS
----------------------------

A. Change in Control
-----------------

Upon the occurrence of a "change in control" of MMC, as defined in
the Plan, the restricted stock units will vest on the date of the
change in control, and the shares will be distributed to you as soon
as practicable thereafter.

-2-

B. Additional Payment
------------------

Should you receive shares from the vesting of restricted stock units
that have been accelerated because of a change in control, all or
part of the value (the total market price of the shares on the date
of vesting) of those shares (the Accelerated Shares) may be subject
to a 20% federal excise tax. The excise tax is imposed when the
value of the Accelerated Shares (plus any other payments which are
determined to be contingent on a change in control) is more than
2.999 times the average of your last five years W-2 earnings.

If a change in control occurs and you receive Accelerated Shares,
MMC will determine if the 20% federal excise tax is payable. If it
is payable, MMC will pay to you, within five days of making the
computation, an amount of money (the Additional Payment) equal to
the excise tax plus additional amounts for federal, state and local
taxes so that the excise tax and income taxes on the excise tax
payment will not cost you any money. If the Additional Payment is
later determined to be less than the amount of taxes you owe, a
further payment will be made to you. If the Additional Payment is
more than the amount you owe, you will be required to reimburse MMC
for the difference.

VI. OTHER PROVISIONS
----------------

A. This award of restricted stock units does not give you any right to
continue to be employed by the Company, or limit, in any way, the
right of your employer to terminate your employment, at any time,
for any reason not specifically prohibited by law.

B. MMC is not liable for the non-issuance or non-transfer, nor for any
delay in the issuance or transfer of any shares of common stock due
to you, which results from the inability of MMC to obtain, from each
regulatory body having jurisdiction, all requisite authority to
issue or transfer shares of MMC common stock, if counsel for MMC
deems such authority necessary for the lawful issuance or transfer
of any such shares. Your acceptance of this award constitutes your
agreement that the shares of common stock subsequently acquired
hereunder, if any, will not be sold or otherwise disposed of by you
in violation of any applicable securities laws or regulations.

C. This award is subject to all of the terms and conditions herein and
the provisions of the Plan, and your acceptance hereof shall
constitute your agreement to the administrative regulations of the
Compensation Committee of the MMC Board of Directors (the
Committee). In the event of any inconsistency between these terms
and conditions and the provisions of the Plan, the provisions of the
Plan shall prevail. You may obtain a copy of the Plan by making a
request to MMC.

D. The restricted stock units are awarded in accordance with such
additional administrative regulations as the Committee may, from
time to time, adopt. All decisions of the Committee upon any
questions arising under these terms and conditions or the Plan shall
be conclusive and binding.

E. During your lifetime, no right hereunder related to these restricted
stock units shall be transferable except by will or the laws of
descent and distribution.

-3-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K of MMC for its last fiscal year, MMC's
Registration Statement on Form 8 dated February 3, 1987, describing MMC common
stock, including any amendment or reports filed for the purpose of updating such
description, and MMC's Registration Statement on Form 8-A/A dated January 26,
2000, describing the Preferred Stock Purchase Rights attached to the common
stock, including any further amendment or reports filed for the purpose of
updating such description, which have been filed by MMC under the Securities
Exchange Act of 1934, as amended (the Exchange Act), are incorporated by
reference herein.

Participants may receive without charge, upon written or oral request, a copy of
any of the documents incorporated herein by reference and any other documents
that constitute part of this Prospectus by contacting Kelly Gamble, Manager,
Executive Compensation at (212) 948-3523.

-4-

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN

Terms and Conditions of Restricted Stock Unit Awards to non-U.S.
Grant Recipients
----------------------------------------------------------------

I. VESTING PERIOD
--------------

II. RIGHTS OF RESTRICTED STOCK UNITS
--------------------------------

You will receive dividend equivalent payments on the restricted stock
units. Unless and until both the vesting conditions of the award have been
satisfied and the shares have been registered to you in accordance with
the terms and conditions described herein, you have none of the attributes
of ownership to such shares of stock (e.g., units cannot be used as
payment for stock option exercises; units may not be transferred or
assigned; units have no voting rights).

III. TAXES
-----

The value of restricted stock units generally is not taxable on the date
of grant. During the restriction period, the receipt of dividend
equivalents is taxable on a current basis as additional compensation and
will be included in your payroll checks. When the units vest and are
distributed, you will be given further information regarding the tax
consequences of your receipt of the shares; at that time you will be
required to pay all withholding taxes required by law. It is recommended
that you consult with your personal tax advisor for more detailed
information regarding the tax treatment of the award.

IV. TERMINATION OF EMPLOYMENT
-------------------------

-1-

B. Your resignation, except:

(1) upon total disability, as defined in the Company's long-term
disability program; or

(2) upon retirement within the meaning of the Company's retirement
program; or

(3) for Good Reason (as defined below) if the Company fails to
cure the circumstances giving rise to such Good Reason within
30 days. "Good Reason" means:

(a) termination of your present position in the Company or
of any position subsequently held;

V. CHANGE IN CONTROL PROVISIONS
----------------------------

-2-

VI. OTHER PROVISIONS
----------------

B. MMC is not liable for the non-issuance or non-transfer, nor for any
delay in the issuance or transfer of any shares of common stock due to
you, which results from the inability of MMC to obtain, from each
regulatory body having jurisdiction, all requisite authority to issue or
transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares. Your acceptance of this award constitutes your agreement that
the shares of common stock subsequently acquired hereunder, if any, will
not be sold or otherwise disposed of by you in violation of any
applicable securities laws or regulations.

C. This award is subject to all of the terms and conditions herein and the
provisions of the Plan, and your acceptance hereof shall constitute your
agreement to the administrative regulations of the Compensation
Committee of the MMC Board of Directors (the Committee). In the event of
any inconsistency between these terms and conditions and the provisions
of the Plan, the provisions of the Plan shall prevail. You may obtain a
copy of the Plan by making a request to MMC.

D. The restricted stock units are awarded in accordance with such
additional administrative regulations as the Committee may, from time to
time, adopt. All decisions of the Committee upon any questions arising
under these terms and conditions or the Plan shall be conclusive and
binding.

E. During your lifetime, no right hereunder related to these restricted
stock units shall be transferable except by will or the laws of descent
and distribution.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K of MMC for its last fiscal year, MMC's
Registration Statement on Form 8 dated February 3, 1987, describing MMC common
stock, including any amendment or reports filed for the purpose of updating such
description, and MMC's Registration Statement on Form 8-A/A dated January 26,
2000, describing the Preferred Stock Purchase Rights attached to the common
stock, including any further amendment or reports filed for the purpose of
updating such description, which have been filed by MMC under the Securities
Exchange Act of 1934, as amended (the Exchange Act), are incorporated by
reference herein.

All documents subsequently filed by MMC pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the end of MMC's last fiscal
year and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Participants may receive without charge, upon written or oral request, a
copy of any of the documents incorporated herein by reference and any other
documents that constitute part of this Prospectus by contacting Kelly Gamble,
Manager, Executive Compensation at (212) 948-3523.

-3-

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions of Restricted Stock Unit Awards to
Putnam Investments, LLC Employees
---------------------------------

I. VESTING PERIOD
--------------

Subject to your continued employment, your award of restricted stock units
is scheduled to vest as follows: 25% of the units will vest on [First
Anniversary of Grant Date], a second 25% of the units will vest on [Second
Anniversary of Grant Date], a third 25% of the units will vest on [Third
Anniversary of Grant Date] and the remaining 25% of the units will vest on
[Fourth Anniversary of Grant Date]. If you cease to be an employee before
any of the applicable vesting dates, the provisions of Section IV below
will apply. The shares will be delivered to you as soon as practicable
after the date of vesting, free of restriction.

II. RIGHTS OF RESTRICTED STOCK UNITS
--------------------------------

You will receive dividend equivalent payments on the restricted stock
units. Unless and until both the vesting conditions of the award have been
satisfied and the shares have been registered to you in accordance with
the terms and conditions described herein, you have none of the attributes
of ownership to such shares of stock (e.g., units cannot be used as
payment for stock option exercises; units may not be transferred or
assigned; units have no voting rights).

III. TAXES
-----

The value of restricted stock units generally is not taxable on the date
of grant. During the restriction period, the receipt of dividend
equivalents is taxable on a current basis as additional compensation and
will be included in your payroll checks. When the units vest and are
distributed, you will be given further information regarding the tax
consequences of your receipt of the shares; at that time you will be
required to pay all withholding taxes required by law. It is recommended
that you consult with your personal tax advisor for more detailed
information regarding the tax treatment of the award.

IV. TERMINATION OF EMPLOYMENT
-------------------------

If, prior to the vesting of all restricted stock units as provided above,
you should cease to be employed by MMC or any of its subsidiaries or
affiliates (the "Company"), all restricted stock units shall, except as
provided in the next succeeding paragraph, forthwith vest in you or, in
the event of your death, to the person or persons to whom your rights
shall pass by will or the laws of descent and distribution.

-1-

B. Your resignation, except:

(1) upon total disability, as defined in the Company's long-term
disability program; or

(2) upon retirement within the meaning of the Company's retirement
program; or

(3) for Good Reason (as defined below) if the Company fails to cure the
circumstances giving rise to such Good Reason within 30 days. "Good
Reason" means:

(a) termination of your present position in the Company or of any
position subsequently held;

(b) reduction in your annual base salary as in effect from time to
time, except for across-the-board salary reductions similarly
and generally affecting a recognized group of senior executives
that includes you;

(d) the discontinuance or reduction in level of your participation
(exclusive of an ad hoc reduction conforming to the general
principles under which a plan is administered) in any
compensation plan in which you have been participating, provided
that other senior executives constituting a recognized group
that includes you are not also and similarly affected.

Any resignation pursuant to Section IV.B.(3) must be submitted in
writing and delivered to the Senior Vice President, Human Resources
and Administration of MMC within 60 days of your becoming aware of
any circumstances set forth in (a), (b), (c) or (d) above. Such
notice of resignation must specify which of the circumstances set
forth above you are relying on, and your resignation must be
effective no later than 90 days, but no earlier than 30 days, from
your delivery of the written notice.

-2-

V. CHANGE IN CONTROL PROVISIONS
----------------------------

A. Change in Control
-----------------

Upon the occurrence of a "change in control" of MMC, as defined in
the Plan, the restricted stock units will vest on the date of the
change in control, and the shares will be distributed to you as soon
as practicable thereafter.

B. Additional Payment
------------------

If a change in control occurs and you receive Accelerated Shares,
MMC will determine if the 20% federal excise tax is payable. If it
is payable, MMC will pay to you, within five days of making the
computation, an amount of money (the Additional Payment) equal to
the excise tax plus additional amounts for federal, state and local
taxes so that the excise tax and income taxes on the excise tax
payment will not cost you any money. If the Additional Payment is
later determined to be less than the amount of taxes you owe, a
further payment will be made to you. If the Additional Payment is
more than the amount you owe, you will be required to reimburse MMC
for the difference.

VI. OTHER PROVISIONS
----------------

B. MMC is not liable for the non-issuance or non-transfer, nor for any
delay in the issuance or transfer of any shares of common stock due to
you, which results from the inability of MMC to obtain, from each
regulatory body having jurisdiction, all requisite authority to issue or
transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares. Your acceptance of this award constitutes your agreement that
the shares of common stock subsequently acquired hereunder, if any, will
not be sold or otherwise disposed of by you in violation of any
applicable securities laws or regulations.

C. This award is subject to all of the terms and conditions herein and the
provisions of the Plan, and your acceptance hereof shall constitute your
agreement to the administrative regulations of the Compensation
Committee of the MMC Board of Directors (the "Committee"). In the event
of any inconsistency between these terms and conditions and the
provisions of the Plan, the provisions of the Plan shall prevail. You
may obtain a copy of the Plan by making a request to the Senior Vice
President, Human Resources and Administration of MMC.

-3-

D. The restricted stock units are awarded in accordance with such
additional administrative regulations as the Committee may, from time to
time, adopt. All decisions of the Committee upon any questions arising
under these terms and conditions or the Plan shall be conclusive and
binding.

E. During your lifetime, no right hereunder related to these restricted
stock units shall be transferable except by will or the laws of descent
and distribution.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

-4-

This Document Constitutes Part Of A Prospectus Covering Securities That Have
Been Registered Under The Securities Act Of 1933. The Marsh & McLennan
Companies, Inc. 2000 Senior Executive Incentive And Stock Award Plan Is Not
Subject To Any Of The Provisions Of The Employee Retirement Income Security Act
Of 1974.

Marsh & McLennan Companies, Inc.
2000 Senior Executive Incentive and Stock Award Plan
----------------------------------------------------

Terms and Conditions of Restricted Stock Units
Granted To U.S. Employees in [Grant Date]

This award (the "Award") of Restricted Stock Units is being granted to you under
the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock
Award Plan (the "2000 Senior Executive Plan"). The Award consists of (1) a
replacement award (the "Replacement Award") of Restricted Stock Units equal in
number to the number of shares (the "Covered Shares") (excluding shares vesting
as a result of your retirement and any granted in connection with a prior
deferral under the Restricted Shares Voluntary Deferral Program) of Restricted
Stock or Restricted Stock Units granted to you under the 2000 Senior Executive
Plan or any predecessor plan which were scheduled to vest on a specified future
date (the "Scheduled Vesting Date") and which you have irrevocably elected to
surrender and have cancelled in exchange for this Award, provided, that such
elected number is in an increment of 100 and cannot be more than 75% or less
than 25% of the number of Covered Shares of Restricted Stock, or Restricted
Stock Units which were scheduled to vest on the Scheduled Vesting Date, plus (2)
if you elect to defer distribution of the Award to a date on or after the
vesting date specified in Section I A.2, an additional award (the "Supplemental
Award") of Restricted Stock Units equal in number to 15% of the Replacement
Award. The Award is subject to the following terms and conditions:

I. AWARD VESTING AND DISTRIBUTION
------------------------------

A. Vesting Period
--------------

1. Subject to Section IV D, the Replacement Award shall vest on
the earlier of (a) the Scheduled Vesting Date or (b) such
other date as may be applicable pursuant to the provisions of
Sections IV and V.

2. Subject to Section IV D, the Supplemental Award shall vest on
the earlier of (a) January 1 of the year of the third
anniversary of the Scheduled Vesting Date or (b) such other
date as may be applicable pursuant to the provisions of
Sections IV and V.

-1-

B. Stock Distribution
------------------

Unless forfeited pursuant to Section IV D, or unless Section V A.2
applies, and in any event subject to Section I E, shares of Common
Stock (the "Shares") of Marsh & McLennan Companies, Inc. ("MMC")
shall be registered in your name on each distribution date based on
your irrevocable election. The number of Shares so registered to you
on each distribution date shall be based upon a distribution in
substantially equal installments over the period during which you
have irrevocably elected to receive such Shares; provided, however,
that in the case of termination of your employment by reason of your
death or permanent disability, or in the case of a payment under
Section V A.1, the number of Shares so registered shall equal the
number of Restricted Stock Units with respect to which distribution
had not previously been made. Once the Award vests, you have an
unalienable right to receive the Shares (or cash or other property,
as described in Section V A.2) payable in connection therewith, in
accordance with the terms hereof. Notwithstanding the irrevocability
of the elections described in this Section I B, you shall have the
right to delay the beginning date of distribution or to increase the
number of installments to be made as provided in Section I C, and
you have the right to accelerate distribution of the shares as
provided in Section I D.

C. Redeferral Elections
--------------------

At any time up to one full calendar year prior to the beginning date
of the scheduled distribution of Shares pursuant to Section I B, you
may elect to defer the beginning date of distribution or to increase
the number of installments, or both, as theretofore elected by you,
subject to specific terms and conditions determined by the
Compensation Committee of the MMC Board of Directors (the
"Compensation Committee"). Such elections under this Section I C
shall be treated as if made under Section I B for all purposes under
the provisions hereof, including the right to make further elections
under this Section I C.

D. Acceleration of Distribution
----------------------------

You may elect to accelerate the distribution of all or a portion of
the Shares (unless Section I E applies and a special deferral is
made) for any reason prior to the completion of the elected deferral
period, subject to the imposition of a significant penalty in
accordance with applicable tax rules. The penalty shall be a
forfeiture equal to (i) 6% of the amount that you elect to have
distributed and (ii) 100% of any unvested Supplemental Award, as
provided in item (2) of the first paragraph of these terms and
conditions, that you elect to have distributed. Amounts distributed
to you will be subject to applicable tax withholding, but amounts
forfeited will not be subject to tax.

-2-

E. Special Deferral
----------------

Notwithstanding anything to the contrary contained herein (other
than Section V), the Committee shall have the discretion to defer
any distribution otherwise scheduled to be made hereunder to the
extent necessary (in the Committee's judgment) to avoid all or any
portion of such distribution being nondeductible to the Company by
reason of Section 162(m) of the Internal Revenue Code of 1986, as
amended, or any successor provision thereto. Employees covered under
Section 162(m), according the proposed regulations issued by the
Internal Revenue Service, include (i) the chief executive officer of
MMC as of the last day of the year of distribution and (ii) the four
highest paid executive officers of MMC, other than the chief
executive officer, who are employed on the last day of the year of
distribution.

II. RIGHTS OF RESTRICTED STOCK UNITS
--------------------------------

You will receive dividend equivalent payments on the Restricted Stock
Units. Unless and until the vesting conditions of the Award have been
satisfied and you have received the Shares in accordance with the terms
and conditions described herein, you have none of the attributes of
ownership to such Shares (e.g., units cannot be used as payment for stock
option exercises).

III. TAXES
-----

The value of your Award is not includible in gross income until
distribution, but is subject to FICA on the date of vesting. When the
Shares (or, in the event Section V A.2 is applicable, cash or other
property) are received by you free and clear of all restrictions on each
distribution date, the value of such distribution is includible in gross
income and you will be required to pay the withholding taxes required by
law. At that time, you will be given detailed information regarding the
tax consequences of your receipt of the Shares (or cash or other
property). The receipt of dividend equivalents is taxable on a current
basis as additional compensation and is subject to FICA.

IV. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates
(collectively with MMC, the "Company") terminates, your right to the Award
and to the distribution of Shares shall be as follows:

-3-

A. Death
-----

If you die during employment, any unvested portion of the Award will
vest immediately. In such event, or in the event of your death prior
to complete distribution in respect of your Award, distribution of
Shares in respect of your undistributed Award shall be made in the
form of a lump sum payable as soon as practicable thereafter, with
Shares being distributed to the person or persons to whom your
rights shall pass by will or the law of descent and distribution.

B. Total Disability
----------------

If you terminate employment as a result of Total Disability (as such
term is defined in the Company's Basic Long-Term Disability Plan),
any unvested portion of the Award will vest immediately.
Distribution of Shares in respect of the Replacement Award shall be
in the form of a lump sum payable on January 1 of the year following
such termination. Distribution of Shares in respect of the
Supplemental Award shall be in the form of a lump sum payable on the
later of (1) January 1 of the year following termination or (2)
January 1 of the year of the third anniversary of the Scheduled
Vesting Date.

C. Normal or Deferred Retirement
-----------------------------

1. If the later of your Normal or Deferred Retirement Date (as
such terms are defined in the Company's primary retirement
plan applicable to you) is prior to the Scheduled Vesting
Date, the Replacement Award shall vest on your retirement
date. Distribution of Shares in respect of the Replacement
Award shall be made at the time and in the form irrevocably
elected by you on your election form, but shall commence no
later than January of the year following retirement.

2. If the later of your Normal or Deferred Retirement Date is
prior to January 1 of the year of the third anniversary of the
Scheduled Vesting Date, the Supplemental Award shall vest on
your retirement date. Distribution of Shares in respect of the
Supplemental Award shall be made at the time and in the form
irrevocably elected by you on your election form but, subject
to the succeeding sentence, distribution shall commence no
later than January of the year following retirement. In no
event, however, shall distribution commence before January 1
of the year of the third anniversary of the Scheduled Vesting
Date.

-4-

D. All Other Employment Terminations
---------------------------------

1. If you cease to be an employee of the Company before the
Scheduled Vesting Date for any reason other than death, Total
Disability, or normal or deferred retirement, your right to
any unvested portion of the Replacement Award shall be
forfeited.

2. If you cease to be an employee of the Company before January 1
of the year of the third anniversary of the Scheduled Vesting
Date for any reason other than death, Total Disability, or
normal or deferred retirement, your right to any unvested
portion of the Supplemental Award shall be forfeited.

3. If you cease to be an employee of the Company after the
Scheduled Vesting Date but before all vested Shares have been
distributed, any remaining vested Shares shall be distributed
in a lump sum in January of the year following termination.

V. CHANGE IN CONTROL PROVISIONS
----------------------------

A. Change in Control
-----------------

Upon the occurrence of a Change in Control, as defined in the 2000
Senior Executive Plan, any outstanding but unvested portion of the
Award will vest on the date of the Change in Control and payment
will be made thereafter in accordance with paragraph 1 or 2 below,
whichever is applicable.

1. Except as provided in paragraph 2 below, Shares shall be
registered in your name and delivered to you as soon as
practicable following the Change in Control. The number of
Shares so registered to you shall be equal to your
undistributed Award.

2. If, in the Change in Control transaction, shareholders of MMC
receive consideration consisting of cash or other property
(including securities of a successor or parent corporation),
there shall be delivered to you as soon as practicable
thereafter the consideration which you would have received in
such transaction had you been, immediately prior to such
transaction, a holder of that number of Shares equal to your
undistributed Award.

-5-

B. Additional Payment
------------------

Should you receive Shares (or cash or other property) from the
vesting of the Award which was accelerated because of a Change in
Control, all or part of the value of those Shares (or the cash or
other property) on the date of vesting (the "Accelerated Award") may
be subject to a 20% federal excise tax. The excise tax is imposed
when the value of the Accelerated Award (plus any other payments
which are determined to be contingent on a Change in Control) is
more than 2.999 times the average of your last five years W-2
earnings.

If a Change in Control occurs and the vesting of your Award is
accelerated, MMC will determine if the 20% federal excise tax is
payable. If it is payable, MMC will pay to you, within five days of
making the computation, an amount of money (the "Additional
Payment") equal to the excise tax plus additional amounts for
federal, state and local taxes so that the excise tax and income and
other federal taxes on the excise tax payment will not cost you any
money. If the Additional Payment is later determined to be less than
the amount of taxes you owe, a further payment will be made to you.
If the Additional Payment is more than the amount you owe, you will
be required to reimburse MMC.

VI. ANNUAL STATEMENT
----------------

The Company shall provide you with an annual statement detailing the
number and vesting date of your Restricted Stock Units, as well as the
expected date for commencement of distributions (subject to the provisions
herein) and the distribution schedule for your Award.

VII. OTHER PROVISIONS
----------------

A. The Company is not liable for the non-issuance or nontransfer, nor
for any delay in the issuance or transfer, of any Shares due to you
in connection with the Award which results from the inability of the
Company to obtain, from each regulatory body having jurisdiction,
all requisite authority to issue or transfer the Shares, if counsel
for MMC deems such authority necessary for the lawful issuance or
transfer of any such Shares.

-6-

B. The Award is subject to these terms and conditions and to the terms
and conditions of the 2000 Senior Executive Plan, and your
acceptance hereof shall constitute your agreement to all such terms
and conditions and to the administrative regulations of the
Committee. In the event of any inconsistency between these terms and
conditions and the provisions of the 2000 Senior Executive Plan, the
provisions of the latter shall prevail. Your acceptance of this
Award constitutes your agreement that the Shares subsequently
acquired hereunder, if any, will not be sold or otherwise disposed
of by you in violation of any applicable securities laws or
regulations.

C. The Award is granted in accordance with such additional
administrative regulations as the Committee may, from time to time,
adopt. All decisions of the Committee upon any questions arising
under these terms and conditions or the 2000 Senior Executive Plan
shall be conclusive and binding.

D. During your lifetime, no right hereunder related to this Award shall
be transferable except by will or the laws of descent and
distribution.

E. The Award does not give you any right to continue to be employed by
the Company, or restrict, in any way, the right of your employer to
terminate your employment, at any time, for any reason not
specifically prohibited by law.

F. Awards relating to not more than eight million (8,000,000) shares of
MMC common stock, plus such number of shares remaining unused under
pre-existing stock plans approved by MMC's stockholders, may be made
over the life of the 2000 Senior Executive Plan. Senior executives
of the Company will be eligible for awards under the 2000 Senior
Executive Plan.

G. You may obtain a copy of the 2000 Senior Executive Plan by making a
request to:

Mr. William L. Rosoff
Senior Vice President
Human Resources & Administration
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-7631

-7-

VIII. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------

The Annual Report on Form 10-K of MMC for its last fiscal year, MMC's
Registration Statement on Form 8 dated February 3, 1987, describing MMC
common stock, including any amendment or reports filed for the purpose of
updating such description, and MMC's Registration Statement on Form 8-A/A
dated January 26, 2000, describing the Preferred Stock Purchase Rights
attached to the common stock, including any further amendment or reports
filed for the purpose of updating such description, which have been filed
by MMC under the Securities Exchange Act of 1934, as amended (the Exchange
Act), are incorporated by reference herein.

All documents subsequently filed by MMC pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the end of MMC's last
fiscal year and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of
such documents.

Participants may receive without charge, upon written or oral request, a
copy of any of the documents incorporated herein by reference and any
other documents that constitute part of this Prospectus by contacting Mr.
William L. Rosoff, Senior Vice President - Human Resources &
Administration of MMC as indicated above.

-8-

Marsh & McLennan Companies, Inc.
2000 Senior Executive Incentive and Stock Award Plan
----------------------------------------------------

Terms and Conditions of Deferred Stock Units
Granted to U.S. Employees in [Grant Date]

This award of Deferred Stock Units ("the Supplemental Award") is being granted
to you under the Marsh & McLennan Companies, Inc. 2000 Senior Executive
Incentive and Stock Award Plan (the "2000 Senior Executive Plan"). The
Supplemental Award is equal to 15% (with any fractional unit to be replaced with
a whole unit) of the number of stock units (the "Covered Units") (excluding
units vesting as a result of your retirement and any granted in connection with
a prior deferral under the Restricted Shares Voluntary Deferral Program) which
were scheduled to vest on a specified future date (the "Scheduled Vesting Date")
and which you have irrevocably elected to defer, provided, that such elected
number is in an increment of 50 and cannot be more than 75% or less than the
greater of 25% or 100 of the number of Covered Units which were scheduled to
vest on the Scheduled Vesting Date, to a date on or after the vesting date
specified in Section I A. The Supplemental Award is subject to the following
terms and conditions:

I. AWARD VESTING AND DISTRIBUTION
------------------------------

A. Vesting Period
--------------

Subject to Section IV D, the Supplemental Award shall vest on the
earlier of (a) January 1 of the year of the third anniversary of the
Scheduled Vesting Date or (b) such other date as may be applicable
pursuant to the provisions of Sections IV and V.

B. Stock Distribution
------------------

Unless forfeited pursuant to Section IV D or unless Section V A.2
applies, shares of Common Stock (the "Shares") of Marsh & McLennan
Companies, Inc. ("MMC") shall be registered in your name on each
distribution date based on your irrevocable election. The number of
Shares so registered to you on each distribution date shall be based
upon a distribution in substantially equal installments over the
period during which you have irrevocably elected to receive such
Shares; provided, however, that in the case of termination of your
employment by reason of your death or permanent disability, or in
the case of a payment under Section V A.1, the number of Shares so
registered shall equal the number of stock units with respect to
which distribution had not previously been made. Once the
Supplemental Award vests, you have an unalienable right to receive
the Shares (or cash or other property, as described in Section V
A.2) payable in connection therewith, in accordance with the terms
hereof.

-1-

Notwithstanding the irrevocability of the elections described in
this Section I B, you shall have the right to delay the beginning
date of distribution or to increase the number of installments to be
made as provided in Section I C, and you have the right to
accelerate distribution of the shares as provided in Section I D.

C. Redeferral Elections
--------------------

D. Acceleration of Distribution
----------------------------

You may elect to accelerate the distribution of all or a portion of
the Shares for any reason prior to the completion of the elected
deferral period, subject to the imposition of a significant penalty
in accordance with applicable tax rules. The penalty shall be a
forfeiture equal to (i) 6% of the amount that you elect to have
distributed and (ii) 100% of any unvested Supplemental Award, as
provided in the first paragraph of these terms and conditions, that
you elect to have distributed. Amounts distributed to you will be
subject to applicable tax withholding, but amounts forfeited will
not be subject to tax.

II. RIGHTS OF DEFERRED STOCK UNITS
------------------------------

You will receive dividend equivalent payments on the Supplemental Award.
Unless and until the vesting conditions of the Supplemental Award have
been satisfied and you have received the Shares in accordance with the
terms and conditions described herein, you have none of the attributes of
ownership to such Shares (e.g., units cannot be used as payment for stock
option exercises).

III. TAXES
-----

The value of your Supplemental Award is not includible in gross income
until distribution, but is subject to FICA on the date of vesting. When
the Shares (or, in the event Section V A.2 is applicable, cash or other
property) are received by you free and clear of all restrictions on each
distribution date, the then value of the distribution is includible in
gross income and you will be required to pay the withholding taxes
required by law. At that time, you will be given detailed information
regarding the tax consequences of your receipt of the Shares (or cash or
other property). The receipt of dividend equivalents is taxable on a
current basis as additional compensation and is subject to FICA.

-2-

IV. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates
(collectively with MMC, the "Company") terminates, your right to the
Supplemental Award and to the distribution of Shares shall be as follows:

A. Death
-----

If you die during employment, any unvested portion of the
Supplemental Award will vest immediately. In such event, or in the
event of your death prior to complete distribution in respect of
your Supplemental Award, distribution of Shares in respect of your
undistributed Supplemental Award shall be made in the form of a lump
sum payable as soon as practicable thereafter, with Shares being
distributed to the person or persons to whom your rights shall pass
by will or the law of descent and distribution.

B. Total Disability
----------------

If you terminate employment as a result of Total Disability (as such
term is defined in the Company's Basic Long-Term Disability Plan),
any unvested portion of the Supplemental Award will vest
immediately. Distribution of Shares in respect of the Supplemental
Award shall be in the form of a lump sum payable as soon as
practicable thereafter.

C. Normal or Deferred Retirement
-----------------------------

If the later of your Normal or Deferred Retirement Date (as such
terms are defined in the Company's primary retirement plan
applicable to you) is prior to January 1 of the year of the third
anniversary of the Scheduled Vesting Date, the Supplemental Award
shall vest on your retirement date. Distribution of Shares in
respect of the Supplemental Award shall be made at the time and in
the form irrevocably elected by you on your election form but,
subject to the succeeding sentence, distribution shall commence no
later than January of the year following retirement. In no event,
however, shall distribution commence before January 1 of the year of
the third anniversary of the Scheduled Vesting Date.

D. All Other Employment Terminations
---------------------------------

1. If you cease to be an employee of the Company before January 1
of the year of the third anniversary of the Scheduled Vesting
Date for any reason other than death, Total Disability, or
normal or deferred retirement, your right to any unvested
portion of the Supplemental Award shall be forfeited.

2. If you cease to be an employee of the Company after the
Scheduled Vesting Date but before all vested Shares have been
distributed, any remaining vested Shares shall be distributed in
a lump sum as soon as practicable following termination.

-3-

V. CHANGE IN CONTROL PROVISIONS
----------------------------

A. Change In Control
-----------------

Upon the occurrence of a Change in Control, as defined in the 2000
Senior Executive Plan, any outstanding but unvested portion of the
Supplemental Award will vest on the date of the Change in Control
and payment will be made thereafter in accordance with paragraph 1
or 2 below, whichever is applicable.

B. Additional Payment
------------------

Should you receive Shares (or cash or other property) from the
vesting of the Supplemental Award which was accelerated because of a
Change in Control, all or part of the value of those Shares (or the
cash or other property) on the date of vesting (the "Accelerated
Supplemental Award") may be subject to a 20% federal excise tax. The
excise tax is imposed when the value of the Accelerated Supplemental
Award (plus any other payments which are determined to be contingent
on a Change in Control) is more than 2.999 times the average of your
last five year's W-2 earnings.

If a Change in Control occurs and the vesting of your Supplemental
Award is accelerated, MMC will determine if the 20% federal excise
tax is payable. If it is payable, MMC will pay to you, within five
days of making the computation, an amount of money (the "Additional
Payment") equal to the excise tax plus additional amounts for
federal, state and local taxes so that the excise tax and income and
other federal taxes on the excise tax payment will not cost you any
money. If the Additional Payment is later determined to be less than
the amount of taxes you owe, a further payment will be made to you.
If the Additional Payment is more than the amount you owe, you will
be required to reimburse MMC.

-4-

VI. ANNUAL STATEMENT
----------------

The Company shall provide you with an annual statement detailing the
number and vesting date of your stock units, as well as the expected date
for commencement of distributions (subject to the provisions herein) and
the distribution schedule for your Supplemental Award.

VII. OTHER PROVISIONS
----------------

A. The Company is not liable for the non-issuance or nontransfer, nor
for any delay in the issuance or transfer, of any Shares due to you
in connection with the Supplemental Award which results from the
inability of the Company to obtain, from each regulatory body having
jurisdiction, all requisite authority to issue or transfer the
Shares, if counsel for MMC deems such authority necessary for the
lawful issuance or transfer of any such Shares.

B. The Supplemental Award is subject to these terms and conditions and
to the terms and conditions of the 2000 Senior Executive Plan, and
your acceptance hereof shall constitute your agreement to all such
terms and conditions and to the administrative regulations of the
Committee. In the event of any inconsistency between these terms and
conditions and the provisions of the 2000 Senior Executive Plan, the
provisions of the latter shall prevail. Your acceptance of this
Supplemental Award constitutes your agreement that the Shares
subsequently acquired hereunder, if any, will not be sold or
otherwise disposed of by you in violation of any applicable
securities laws or regulations.

C. The Supplemental Award is granted in accordance with such additional
administrative regulations as the Committee may, from time to time,
adopt. All decisions of the Committee upon any questions arising
under these terms and conditions or the 2000 Senior Executive Plan
shall be conclusive and binding.

D. During your lifetime, no right hereunder related to this
Supplemental Award shall be transferable except by will or the laws
of descent and distribution.

E. The Supplemental Award does not give you any right to continue to be
employed by the Company, or restrict, in any way, the right of your
employer to terminate your employment, at any time, for any reason
not specifically prohibited by law.

F. Awards relating to not more than eight million (8,000,000) shares of
MMC common stock, plus such number of shares remaining unused under
pre-existing stock plans approved by MMC shareholders, may be made
over the life of the 2000 Senior Executive Plan. Senior executives
of the Company will be eligible for awards under the 2000 Senior
Executive Plan.

-5-

G. You may obtain a copy of the 2000 Senior Executive Plan by making a
request to:

Mr. William L. Rosoff
Senior Vice President & General Counsel
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-7631

VIII. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------

The Annual Report on Form 10-K of MMC for its last fiscal year, MMC`s
Registration Statement on Form 8 dated February 3, 1987, describing MMC
common stock, including any amendment or reports filed for the purpose of
updating such description, and MMC's Registration Statement on Form 8-A/A
dated January 26, 2000, describing the Preferred Stock Purchase Rights
attached to the common stock, including any further amendment or reports
filed for the purpose of updating such description, which have been filed
by MMC under the Securities Exchange Act of 1934, as amended (the Exchange
Act), are incorporated by reference herein.

All documents subsequently filed by MMC pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the end of MMC's last
fiscal year and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of
such documents.

Participants may receive without charge, upon written or oral request, a
copy of any of the documents incorporated herein by reference and any
other documents that constitute part of this Prospectus by contacting Mr.
William L. Rosoff, Senior Vice President & General Counsel of MMC as
indicated above.

-6-

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act Of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions for [Grant Date] Award of Nonqualified Stock Options
to U.S. Grant Recipients
------------------------

The award of nonqualified stock options granted on [Grant Date] under the Marsh
& McLennan Companies ("MMC") 2000 Senior Executive Incentive and Stock Award
Plan (the "Plan") is subject to the following terms and conditions:

I. VESTING OF OPTION
-----------------

Subject to your continued employment, twenty-five percent (25%) of the
aggregate number of shares covered by these options will vest and become
exercisable each [Anniversary Date] beginning [First Anniversary of Grant
Date]. Subject to the provisions of Section V herein, in the event of your
Death, Permanent Disability, Early, Normal or Deferred Retirement, unvested
options will vest at such termination and become exercisable. For all other
terminations of employment, unvested options will not vest and vested
options will cease to be exercisable as of the date of such termination.

II. METHOD OF EXERCISE
------------------

When you decide to exercise a stock option, you must follow the steps set
forth below. Your option exercise will be effective the date on which we
receive your stock option exercise letter (the "Notice of Exercise of Option
Letter"), option exercise payment and Non-Solicitation Agreement or, if
received on different days, the later of those dates.

A. Notice of Exercise of Option Letter
-----------------------------------

Send your Notice of Exercise of Option Letter to:

For MMC Insiders (i.e.,
MMC Executive Officer, MMC Controller) For All Other Option Holders
-------------------------------------- ----------------------------
Kelly Gamble Emmanuel C. Victorino
Senior Manager, Global Compensation Senior Executive Compensation
Administrator
Marsh & McLennan Companies, Inc. Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas 1166 Avenue of the Americas
New York, New York l0036-2774 New York, New York 10036-2774
Facsimile Number: (212) 345-4767 Facsimile Number: (212) 345-4767

The Notice of Exercise of Option Letter should follow the format of one
of the sample letters enclosed in this package. Your letter must set
forth the following information:

-1-

l. The number of shares that you wish to acquire through your option
exercise, the grant date of the option; and

2. The method of payment for exercising the option: U.S. dollars, MMC
common stock, or a combination of U.S. dollars and MMC common stock;
and

3. The method of payment for applicable withholding taxes: cash payment
or share withholding; and

4. The method of share distribution:

a. For shares distributed electronically in book entry form; include
company name, contact person, Depository Trust Company ("DTC")
number, telephone and facsimile number.

b. For shares distributed in stock certificate form; include the
number of certificates to be prepared, the address to which they
should be distributed, and (if different) the address to which
other shareholder communications and dividends (with respect to
these certificates) should be directed.

We will not accept oral notices of exercise of options, and you must
purchase a minimum of 200 shares (unless acquiring all vested shares
from the option grant).

B. Payment
-------

Notice of Exercise of Option Letters will not be processed until we
receive payment. Payment may be made with (l) U.S. dollars, (2) MMC
common stock or (3) a combination of U.S. dollars and MMC common stock
as follows:

l. Payment with U.S. Dollars
-------------------------

Send a certified or bank check, payable to Marsh & McLennan
Companies, Inc., for the full amount of the exercise price, or wire
transfer the full amount in U.S. dollars to account number
xxx-x-xxxxxx (ABA #xxxxxxxxx) at Chase Manhattan Bank in New York.
Wire transfers are not considered "received" until the date on which
Chase confirms that the funds have been transferred to our account.

2. Payment with Shares of MMC Common Stock
---------------------------------------

You may pay for the exercise of an option by tendering shares of MMC
common stock (including shares acquired from a stock option exercise
or stock award vesting) which you have owned for at least six months
prior to the exercise date, having a value equal to or greater than
the exercise price, as follows:

-2-

a. Delivery of Stock Certificate(s)
--------------------------------

The stock certificate(s) must be delivered to MMC

(l) endorsed to Marsh & McLennan Companies, Inc. (the assignee)
- or -
(2) accompanied by a stock power endorsed to Marsh & McLennan
Companies, Inc.

The endorsement must be identical to the registrant's name
indicated on the face of the certificate. The signature of
endorsement must be guaranteed by a commercial bank or
stockbroker. Enclosed is a sample of an endorsed stock
certificate. [Note: If the certificate is mailed, you might
consider making the endorsement on a stock power (2 above), and
then mailing it separately.]

b. Valuation of Shares
-------------------

Any shares delivered as either partial or full payment of the
exercise price of an option will be valued at the Fair Market
Value of MMC common stock. Fair Market Value on a given date
means the per share value of stock as determined by using the
average of the high and low selling prices of such stock on the
immediately preceding date (or, if the New York Stock Exchange
was not open that day, the next preceding day that the NYSE was
open for trading and the stock was traded) as reported for such
date in the table entitled "NYSE Composite Transactions",
contained in The Wall Street Journal or an equivalent successor
table. For example, for a stock option exercise on April 5th, the
Fair Market Value of shares tendered, on a per share basis, would
be the average of the high and low selling prices of MMC common
stock on April 4th.

If the stock submitted for payment exceeds the number of shares
required, the excess shares will be returned to you.

3. Payment with a Combination of U.S. Dollars and MMC Common Stock
---------------------------------------------------------------

As noted in "Valuation of Shares" above, shares used in payment of
your stock option exercise will be valued at the Fair Market Value
of MMC common stock. Once the value of the shares tendered has been
determined, you will owe MMC a check if the value of the tendered
shares is less than the aggregate exercise price. Failure to pay the
full purchase price within five days of the date of exercise may
void the Notice of Exercise of Option Letter.

-3-

C. Non-Solicitation Agreement
--------------------------

You must sign a Non-Solicitation Agreement in order to exercise the
[Grant Date] stock option, unless you are exercising the option after
taking Normal or Deferred Retirement.

l. While Employed
--------------

A Non-Solicitation Agreement must accompany your Notice of Exercise
of Option Letter. The Agreement must follow the form of the sample
Agreement attached in this package and be signed and dated by you.
We recommend you retain a copy of the Agreement for your records and
consult an attorney before signing the Agreement.

2. Upon Early Retirement
---------------------

If you take early retirement, you must sign the Non-Solicitation
Agreement that is described in Section V in order to keep a vested
option from expiring. A sample Agreement is attached for your use if
you take early retirement and have a vested option.

III. WITHHOLDING TAXES
-----------------

Payment of withholding taxes (including FICA) is required by law when a
nonqualified stock option is exercised. An election to satisfy all
applicable withholding taxes, either (1) by check or (2) by having a
sufficient number of the shares resulting from the option exercise retained
by MMC, must be made on or before the exercise date (see sample letters). If
such an election is not made by that time then, by default, shares will be
retained to satisfy the tax withholding obligation. The election to have
shares withheld is irrevocable but is subject to disapproval by the
Compensation Committee of the MMC Board of Directors (the "Committee"). Such
shares will be valued at the Fair Market Value of MMC common stock.

IV. REGISTRATION AND DISTRIBUTION OF SHARES
---------------------------------------

A. The shares from your stock option exercise will be registered as
specified in your Notice of Exercise of Option Letter, after you have
fully paid for your exercise. The shares may be registered only in your
name or that of you and your spouse as joint tenants.

B. The shares from your stock option exercise will be distributed as
specified in your Notice of Exercise of Option Letter, after you have
satisfied your payroll tax obligation.

C. When you exercise your stock option, you will receive written
confirmation of the transaction.

D. Shares received upon your exercise of a stock option will be registered
in your name (or you and your spouse as joint tenants, at your request)
as of the date of exercise, and you will receive the quarterly dividend
so long as you remain a registered shareholder on the dividend record
date.

-4-

V. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, the following shall apply:

A. Death
-----

In the event of your death, any unvested option will vest and become
exercisable. The person or persons to whom your rights under the option
shall pass by will or the laws of descent and distribution shall be
entitled to exercise such option within one year after the date of
death, but in no event shall the option be exercised beyond the
expiration date of the grant.

B. Permanent Disability
--------------------

C. Normal or Deferred Retirement
-----------------------------

D. Early Retirement
----------------

In the event of retirement from the Company, any unvested option will
vest at such termination and become exercisable. In the case of your
Retirement Date being an Early Retirement Date, any then vested option
shares shall continue to be exercisable for five years from your Early
Retirement Date, but in no event beyond the expiration date of the
grant, provided that you execute the attached Non-Solicitation
Agreement for Early Retirees, and in fact do, comply with said
Non-Solicitation Agreement, for a period of three years commencing with
your Early Retirement Date, or such lessor period as may be applicable,
it being understood that failure to comply with said Non-Solicitation
Agreement will cause your early retirement to be governed by the
provisions of "F. All Other Employment Terminations", below.

E. Definitions
-----------

As used in Section V. C. and D., the terms Retirement Date, Normal
Retirement Date, Deferred Retirement Date and Early Retirement Date
shall have the respective meanings given such terms (or any comparable
substitute terms or concepts) set forth in the Company's primary
retirement plan applicable to you upon your retirement.

F. All Other Employment Terminations
---------------------------------

For all other terminations of employment, any unvested option will not
vest and vested option shares will cease to be exercisable on the date
of termination, except to the extent that the Committee may determine
otherwise.

-5-

VI. CHANGE IN CONTROL PROVISIONS
----------------------------

A. Change in Control
-----------------

Upon the occurrence of a "change in control" of MMC, as defined in the
Plan, all stock options you hold will become fully exercisable and
vested, and any restrictions contained in the terms and conditions of
the option grants shall lapse.

B. Additional Payment
------------------

If you exercise option shares that have become exercisable because of a
change in control, all or a portion of the gain (the total market price
for the shares on the date of exercise minus the total exercise price)
on those shares may be subject to a 20% federal excise tax. The excise
tax is imposed when the gain (plus any other payments which are
determined to be contingent on a change in control) is more than 2.999
times the average of your last five years W-2 earnings.

If a change in control occurs and you exercise stock options whose
vesting has been accelerated, MMC will determine if the excise tax is
payable. If it is payable, MMC will pay to you, within five days of
making the computation, an amount of money (the Additional Payment)
equal to the excise tax plus additional amounts for federal, state and
local taxes so that the excise tax and income taxes on the excise tax
payment will not cost you any money. If the Additional Payment is later
determined to be less than the amount of taxes you owe, a further
payment will be made to you. If the Additional Payment is more than the
amount you owe, you will be required to reimburse MMC for the
difference.

VII. OTHER PROVISIONS
----------------

A. Neither the granting of an award nor any exercise thereof gives you any
right to continue to be employed by the Company, or restricts, in any
way, the right of your employer to terminate your employment at any time
for any reason not specifically prohibited by law.

B. During your lifetime, an option shall be exercisable only by you, and no
right thereunder shall be transferable except by will or the laws of
descent and distribution.

C. Neither you nor any person entitled to exercise your rights in the event
of your death shall have any of the rights of a stockholder with respect
to the shares of MMC common stock subject to an option, unless, and
until, you have exercised the option, paid the full price thereof, and
have received the shares so acquired.

D. MMC is not liable for the non-issuance or non-transfer or any delay in
the issuance or transfer of any shares of MMC common stock subject to an
option or otherwise pursuant to the Plan which results from the
inability of MMC to obtain, or in any delay in obtaining, from each
regulatory body having jurisdiction, all requisite authority to issue or
transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares.

E. An award is subject to all of the terms and conditions of the Plan and
your acceptance of an award shall constitute your agreement to the terms
and conditions of the Plan and the administrative regulations of the
Committee. Your acceptance of an award constitutes your agreement that
the shares of MMC common stock acquired hereunder will not be sold or
otherwise disposed of by you in violation of any applicable securities
laws or regulations. In the event of any conflict between the Plan and
the terms and conditions of the Plan, the Plan shall prevail.

-6-

F. An option shall be exercised in accordance with, and awards shall be
subject to, such additional administrative regulations as the Committee
may from time to time adopt. All decisions of the Committee upon any
questions arising under the Plan or under these terms and conditions
shall be conclusive and binding.

G. The Plan, and the granting and exercising of options or awards
thereunder, and the obligations of MMC and employees under the Plan,
shall be subject to all applicable governmental laws, rules and
regulations, and to such approvals by any regulatory or governmental
agency as may be required, including, but not limited to, tax and
securities regulations. This provision takes precedence over all
aforementioned terms and conditions.

Please retain this document in your permanent records. If you have any questions
regarding the Plan or your stock option grant, please contact Ms. Kelly Gamble,
Senior Manager, Global Compensation, at 212/948-3523 or Mr. Emmanuel C.
Victorino, Senior Executive Compensation Administrator, at 212/345-3543. Both
also can be reached via internal electronic mail (Lotus Notes) or the internet
(kelly.gamble@mmc.com; emmanuel.c.victorino@mmc.com).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Attachments
- -----------

Non-Solicitation Agreements
Notice of Exercise of Option Letters
Sample Endorsement of Stock Certificate
Tax Information Memorandum

-7-

Marsh & McLennan Companies, Inc.
Non-Solicitation Agreement for Exercise of Stock Options
--------------------------------------------------------

In order to receive the benefits afforded by the Marsh & McLennan Companies 1988
Incentive and Stock Award Plan, the Marsh & McLennan Companies l992 Incentive
and Stock Award Plan, the Marsh & McLennan Companies 1997 Senior Executive
Incentive and Stock Award Plan, the Marsh & McLennan Companies 2000 Senior
Executive Incentive and Stock Award Plan or any successor plan thereto
(collectively, the "Plan"), as each may be amended from time to time, I, the
undersigned, agree that if my employment with Marsh & McLennan Companies, Inc.
or one of its subsidiaries (the "Company") terminates for any reason other than
death or total disability within three (3) years after exercising the option
granted to me on __________________ under the Plan, I will not, for a period of
two (2) years from date of termination, directly or indirectly, as a sole
proprietor, member of a partnership, or stockholder, investor, officer or
director of a corporation, or as an employee, agent, associate or consultant of
any person, firm or corporation except for the benefit of the Company:

(a)solicit or accept business of the type offered by the Company during my
term of employment with the Company, or perform or supervise the performance of
any services related to such type of business, from or for (i) clients or
prospects of the Company or its affiliates who were solicited or serviced
directly by me or where I supervised, directly or indirectly, in whole or in
part, the solicitation or servicing activities related to such clients or
prospects; or (ii) any former client of the Company or its affiliates who was
such within two (2) years prior to my termination of employment and who was
solicited or serviced directly by me or where I supervised, directly or
indirectly, in whole or in part, the solicitation or servicing activities
related to such former clients; or

(b)solicit any employee of the Company who reported to me directly or
indirectly to terminate his employment with the Company for the purpose of
competing with the Company.

I recognize and acknowledge that the Company's trade secrets and confidential or
proprietary information, including such trade secrets or information as may
exist from time to time, are valuable, special and unique assets of the
Company's business, access to and knowledge of which were essential to the
performance of my duties while in the employ of the Company. I will not, during
or after the term hereof, in whole or in part, disclose such secrets or
confidential or proprietary information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever, nor shall I
make use of any such property for my own purposes or for the benefit of any
person, firm, corporation or other entity (except the Company) under any
circumstances, during or after the term hereof, provided that after the term
hereof, these restrictions shall not apply to such secrets or information which
are then in the public domain (provided that I was not responsible, directly or
indirectly, for such secrets or information entering the public domain without
the Company's consent).

Without limiting any other remedies which may be available to it under
applicable law, the Company shall be entitled to monetary damages under this
agreement, which may include, but not be limited to, the gain on exercise of the
option computed as the difference between the option price and the market price
on the date of exercise multiplied by the number of shares exercised.

I understand that the agreement applies only to this particular option grant and
does not take precedence over or affect other non-solicitation agreements that I
may have with the Company.

This agreement shall be construed in accordance with the laws of the State of
New York.

Name (Print): SS#:
------------------------------ --------------------------

Signature: Date:
------------------------------ --------------------------

Marsh & McLennan Companies, Inc.
Non-Solicitation Agreement for Early Retirees
---------------------------------------------

In order to extend the expiration date of Participant's stock option granted on
(grant date(s)) under the Marsh & McLennan Companies 1988 Incentive and Stock
Award Plan, the Marsh & McLennan Companies 1992 Incentive and Stock Award Plan,
the Marsh & McLennan Companies 1997 Senior Executive Incentive and Stock Award
Plan, the Marsh & McLennan Companies 2000 Senior Executive Incentive and Stock
Award Plan or any successor plan thereto (collectively, the "Plan"), as each may
be amended from time to time, beyond (early retirement date), his Early
Retirement Date at (employer), to the earlier of (expiration date) or the
original expiration date of the applicable grant, Participant agrees that until
(early retirement date + 3 years) he will not, directly or indirectly, as a sole
proprietor, member of a partnership, or stockholder, investor, officer or
director of a corporation, or as an employee, agent, associate or consultant of
any person, firm or corporation:

(a)solicit or accept business of the type offered by Marsh & McLennan
Companies, Inc. or one of its subsidiaries (the "Company") during my term of
employment with the Company, or perform or supervise the performance of any
services related to such type of business, from or for (i) clients or prospects
of the Company who were solicited or serviced directly by me or where I
supervised, directly or indirectly, in whole or in part, the solicitation or
servicing activities related to such clients or prospects; or (ii) any former
client of the Company or its affiliates who was such within two (2) years prior
to my termination of employment and who was solicited or serviced directly by me
or where I supervised, directly or indirectly, in whole or in part, the
solicitation or servicing activities related to such former clients; or

(b)solicit any employee of the Company who reported to me directly or
indirectly to terminate his employment with the Company for the purpose of
competing with the Company.

Participant recognizes and acknowledges that the Company's trade secrets and
confidential or proprietary information, including such trade secrets or
information as may exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are essential
to the performance of the duties of Participant hereunder. Participant will not,
during or after the term hereof, in whole or in part, disclose such secrets or
confidential or proprietary information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever, nor shall
Participant make use of any such property for his own purposes or for the
benefit to any person, firm, corporation or other entity (except the Company)
under any circumstances, during or after the term hereof, provided that after
the term hereof these restrictions shall not apply to such secrets or
information which are then in the public domain (provided that he was not
responsible, directly or indirectly, for such secrets or information entering
the public domain without the Company's consent).

Name (Print): SS#:
------------------------------ --------------------------

Signature: Date:
------------------------------ --------------------------

Sample Notice of Exercise of Option Letter
Payment with Cash by U.S. Employees
-----------------------------------

Date

Mr. Emmanuel C. Victorino [Note: Those employees who are insiders
Senior Executive Compensation Administrator (i.e., MMC Executive Officer or MMC Controller) should
Marsh & McLennan Companies, Inc. direct their correspondence to Ms. Kelly Gamble, Senior Manager,
1166 Avenue of the Americas Global Compensation.]
New York, NY 10036-2774

Dear Manny:

I would like to exercise the stock option granted to me on __________________ to acquire __________ shares
of Marsh & McLennan Companies, Inc. common stock at U.S.$_______________ per share. Enclosed is a check for
U.S.$_______________ representing the full payment for this option exercise.

Also enclosed is a non-solicitation agreement signed by me.

Please register the shares as follows:

Name: SS#: _______________________
----------------------------------

Address:
----------------------------------

(Include one of the two following sentences.)

Please distribute the shares via book entry form as follows:

Company: DTC #:
---------------------------------- ------------------------

Contact: Tele. #:
---------------------------------- ------------------------

Fax #:
------------------------
Please distribute the shares in stock certificate form as follows:

_______ certificates for _______ shares each and 1 certificate for _______ shares to:

Name:
-------------------------------

Address:
-------------------------------

-------------------------------

(Include one of the following sentences for nonqualified stock option exercises only.)

I authorize the Company to withhold a sufficient number of shares from the amount I would otherwise be
due to receive as a result of this option exercise, in order to cover all applicable payroll taxes.

I agree to remit a check for all applicable payroll taxes upon the Company's request and understand
that the shares will not be released until the tax payment has been received by you.
(My office telephone number is ____________.)

Sincerely,

Sample Notice of Exercise of Option Letter
Payment with Shares and Cash by U.S. Employees
----------------------------------------------

Date

Dear Manny:

I would like to exercise the stock option granted to me on ____________________ to acquire _________ shares
of Marsh & McLennan Companies, Inc. common stock at U.S.$_____________ per share. Therefore, the cost of this
option exercise is U.S.$______________.

In payment for this exercise, enclosed are ________ shares of MMC common stock (which I have owned for at least
six months) of which I am using ________* shares to be valued at U.S.$_____________/share* (the Fair Market
Value of MMC common stock on ______________*), for a total market value of U.S.$_____________*. I understand
that I must send you a check for the balance of the exercise cost within five business days.

*[Note: To be filled in by the Company upon receipt of letter.]

Also enclosed is a non-solicitation agreement signed by me.

Please register the shares as follows:

Name: SS#: _________________________
----------------------------------

Address:
----------------------------------

----------------------------------

(Include one of the two following sentences.)

Please distribute the shares via book entry form as follows:

Company: DTC #:
---------------------------------- -------------------------

Contact: Tele. #:
---------------------------------- -------------------------

Fax #:
-------------------------
Please distribute the shares in stock certificate form as follows:

_______ certificates for _______ shares each and 1 certificate for _______ shares to:

Name:
-------------------------------

Address:
-------------------------------

-------------------------------

(Include one of the following sentences for nonqualified stock option exercises only.)

Sincerely,

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act Of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions for [Grant Date] Award of Stock Options

The award of MMC stock options granted on [Grant Date] under the Marsh &
McLennan Companies ("MMC") 2000 Senior Executive Incentive and Stock Award Plan
(the "Plan") is subject to the following terms and conditions:

I. VESTING OF OPTION
-----------------

II. METHOD OF EXERCISE
------------------

When you decide to exercise a stock option, you must follow the steps set
forth below. Your option exercise will be effective the date on which we
receive your stock option exercise letter (the "Notice of Exercise of Option
Letter"), option exercise payment and signed Non-Solicitation Agreement or,
if received on different days, the later of those dates.

A. Notice of Exercise of Option Letter
-----------------------------------

Send your Notice of Exercise of Option Letter to:

The Notice of Exercise of Option Letter should follow the format of one
of the attached sample letters. Your letter must set forth the
following information:

-1-

1. The number of shares that you wish to acquire through your option
exercise, the grant date of the option; and

2. The method of payment for exercising the option: U.S. dollars, MMC
common stock, or a combination of U.S. dollars and MMC common stock;
and

3. The method of share distribution:

a. For shares distributed electronically in book entry form;
include company name, contact person, Depository Trust Company
("DTC") number, telephone and facsimile number.

We will not accept oral notices of exercise of options, and you must
purchase a minimum of 200 shares (unless acquiring all vested shares
from the option grant).

B. Payment
-------

l. Payment with U.S. Dollars
-------------------------

2. Payment with Shares of MMC Common Stock
---------------------------------------

-2-

a. Delivery of Stock Certificate(s)
--------------------------------

The stock certificate(s) must be delivered to MMC

(l) endorsed to Marsh & McLennan Companies, Inc. (the assignee)
- or -

(2) accompanied by a stock power endorsed to Marsh & McLennan
Companies, Inc.

The endorsement must be identical to the registrant's name indicated
on the face of the certificate. The signature of endorsement must be
guaranteed by a commercial bank or stockbroker. Attached is a sample
of an endorsed stock certificate. [Note: If the certificate is
mailed, you might consider making the endorsement on a stock power
(2 above), and then mailing it separately.]

In some countries, the tax consequences of the tender of shares may
be onerous. You should read any tax information provided to you by
MMC, and consult your local tax advisor for more specific
information.

b. Valuation of Shares
-------------------

Any shares delivered as either partial or full payment of the
exercise price of an option will be valued at the Fair Market Value
of MMC common stock. Fair Market Value on a given date means the per
share value of stock as determined by using the average of the high
and low selling prices of such stock on the immediately preceding
date (or, if the New York Stock Exchange was not open that day, the
next preceding day that the NYSE was open for trading and the stock
was traded) as reported for such date in the table entitled "NYSE
Composite Transactions", contained in The Wall Street Journal or an
equivalent successor table. For example, for a stock option exercise
on April 5th, the Fair Market Value of shares tendered, on a per
share basis, would be the average of the high and low selling prices
of MMC common stock on April 4th.

If the stock submitted for payment exceeds the number of shares
required, the excess shares will be returned to you.

3. Payment with a Combination of U.S. Dollars and MMC Common Stock
---------------------------------------------------------------

As noted in "Valuation of Shares" above, shares used in payment of your
stock option exercise will be valued at the Fair Market Value of MMC
common stock. Once the value of the shares tendered has been
determined, you will owe MMC a check if the value of the tendered
shares is less than the aggregate exercise price. Failure to pay the
full purchase price within five days of the date of exercise may void
the Notice of Exercise of Option Letter.

-3-

C. Non-Solicitation Agreement
--------------------------

You must sign a Non-Solicitation Agreement in order to exercise the
[Grant Date] stock option, unless you are exercising the option after
taking Normal or Deferred Retirement.

l. While Employed
--------------

2. Upon Early Retirement
---------------------

III. TAX CONSEQUENCES
----------------

Any tax memorandum accompanying this package will explain the tax
consequences of a stock option exercise.

IV. REGISTRATION AND DISTRIBUTION OF SHARES
---------------------------------------

B. The shares from your stock option exercise will be distributed as
specified in your Notice of Exercise of Option Letter, after you have
satisfied your payroll tax obligation.

C. When you exercise your stock option, you will receive written
confirmation of the transaction.

-4-

V. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, the following shall apply:

A. Death
-----

B. Permanent Disability
--------------------

C. Normal or Deferred Retirement
-----------------------------

D. Early Retirement
----------------

E. Definitions
-----------

F. All Other Employment Terminations
---------------------------------

-5-

VI. CHANGE IN CONTROL PROVISIONS
----------------------------

Upon the occurrence of a "change in control" of MMC, as defined in the Plan,
all stock options you hold will become fully exercisable and vested, and any
restrictions contained in the terms and conditions of the option grants
shall lapse.

VII. OTHER PROVISIONS
----------------

A. Neither the granting of an award nor any exercise thereof gives you any
right to continue to be employed by the Company, or restricts, in any
way, the right of your employer to terminate your employment at any
time for any reason not specifically prohibited by law.

B. During your lifetime, an option shall be exercisable only by you, and
no right thereunder shall be transferable except by will or the laws of
descent and distribution.

C. Neither you nor any person entitled to exercise your rights in the
event of your death shall have any of the rights of a stockholder with
respect to the shares of MMC common stock subject to an option, unless,
and until, you have exercised the option, paid the full price thereof,
and have received the shares so acquired.

D. MMC is not liable for the non-issuance or non-transfer or any delay in
the issuance or transfer of any shares of MMC common stock subject to
an option or otherwise pursuant to the Plan which results from the
inability of MMC to obtain, or in any delay in obtaining, from each
regulatory body having jurisdiction, all requisite authority to issue
or transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares.

E. An award is subject to all of the terms and conditions of the Plan and
your acceptance of an award shall constitute your agreement to the
terms and conditions of the Plan and the administrative regulations of
the Committee. Your acceptance of an award constitutes your agreement
that the shares of MMC common stock acquired hereunder will not be sold
or otherwise disposed of by you in violation of any applicable
securities laws or regulations. In the event of any conflict between
the Plan and the terms and conditions of the Plan, the Plan shall
prevail.

-6-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Attachments
- -----------

Non-Solicitation Agreements
Notice of Exercise of Option Letters
Sample Endorsement of Stock Certificate
Tax Information Memorandum (for some countries)

-7-

Marsh & McLennan Companies, Inc.
Non-Solicitation Agreement for Exercise of Stock Options
--------------------------------------------------------

(b)solicit any employee of the Company who reported to me directly or
indirectly to terminate his employment with the Company for the purpose of
competing with the Company.

I understand that the agreement applies only to this particular option grant and
does not take precedence over or affect other non-solicitation agreements that I
may have with the Company.

This agreement shall be construed in accordance with the laws of the State of
New York.

Name (Print): ID#:
------------------------------ --------------------------

Signature: Date:
------------------------------ --------------------------

Marsh & McLennan Companies, Inc.
Non-Solicitation Agreement for Early Retirees
---------------------------------------------

In order to extend the expiration date of Participant's stock option granted on
(grant date(s)) under the Marsh & McLennan Companies 1988 Incentive and Stock
Award Plan, the Marsh & McLennan Companies 1992 Incentive and Stock Award Plan,
the Marsh & McLennan Companies 1997 Senior Executive Incentive and Stock Award
Plan, the Marsh & McLennan Companies 2000 Senior Executive Incentive and Stock
Award Plan or any successor plan thereto (collectively, the "Plan), as each may
be amended from time to time, beyond (early retirement date), his Early
Retirement Date at (employer), to the earlier of (expiration date) or the
original expiration date of the applicable grant, Participant agrees that until
(early retirement date + 3 years) he will not, directly or indirectly, as a sole
proprietor, member of a partnership, or stockholder, investor, officer or
director of a corporation, or as an employee, agent, associate or consultant of
any person, firm or corporation:

(b)solicit any employee of the Company who reported to me directly or
indirectly to terminate his employment with the Company for the purpose of
competing with the Company.

Name (Print): ID#:
------------------------------ --------------------------

Signature: Date:
------------------------------ --------------------------

Sample Notice of Exercise of Option Letter
Payment with Cash
-----------------

Date

Dear Manny:

I would like to exercise the stock option granted to me on __________________ to acquire __________ shares of
Marsh & McLennan Companies, Inc. common stock at U.S.$_______________ per share. Enclosed is a check for
U.S.$_______________ representing the full payment for this option exercise.

Also enclosed is a non-solicitation agreement signed by me.

Please register the shares as follows:

Name: ID #: _______________________
----------------------------------

Address:
----------------------------------

(Include one of the two following sentences.)

Please distribute the shares via book entry form as follows:

Company: DTC #:
---------------------------------- ------------------------

Contact: Tele. #:
---------------------------------- ------------------------

Fax #:
------------------------

Please distribute the shares in stock certificate form as follows:

_______ certificates for _______ shares each and 1 certificate for _______ shares to:

Name:
-------------------------------

Address:
-------------------------------

-------------------------------

I agree to promptly remit payment for any applicable taxes upon the Company's request.

Sincerely,

Sample Notice of Exercise of Option Letter
Payment with Shares and Cash
----------------------------

Date

Dear Manny:

I would like to exercise the stock option granted to me on ____________________ to acquire
_________ shares of Marsh & McLennan Companies, Inc. common stock at U.S.$_____________ per share.
Therefore, the cost of this option exercise is U.S.$______________.

In payment for this exercise, enclosed are ________ shares of MMC common stock (which I have owned for
at least six months) of which I am using ________* shares to be valued at U.S.$_____________/share*
(the Fair Market Value of MMC common stock on ______________*), for a total market value of
U.S.$_____________*. I understand that I must send you a check for the balance of the exercise cost
within five business days.

*[Note: To be filled in by the Company upon receipt of letter.]

Also enclosed is a non-solicitation agreement signed by me.

Please register the shares as follows:

Name: ID #: ________________________
----------------------------------

Address:
----------------------------------

----------------------------------

(Include one of the two following sentences.)

Please distribute the shares via book entry form as follows:

Company: DTC #:
---------------------------------- ------------------------

Contact: Tele. #:
---------------------------------- ------------------------

Fax #:
------------------------

Please distribute the shares in stock certificate form as follows:

_______ certificates for _______ shares each and 1 certificate for _______ shares to:

Name:
-------------------------------

Address:
-------------------------------

-------------------------------

I agree to promptly remit payment for any applicable taxes upon the Company's request.

Sincerely,

This Document Constitutes Part Of A Prospectus Covering Securities That
Have Been Registered Under The Securities Act Of 1933.

MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------

Terms and Conditions for [Grant Date] Award of Stock Options
to U.K. Grant Recipients
------------------------

I. VESTING OF OPTION
-----------------

Subject to your continued employment, twenty-five percent (25%) of the
aggregate number of shares covered by these options will vest and become
exercisable each [Anniversary Date] beginning [First Anniversary of Grant
Date]. Subject to the provisions in Section V herein, in the event of your
Death, Permanent Disability, Early, Normal or Deferred Retirement, unvested
options will vest at such termination and become exercisable. For all other
terminations of employment, unvested options will not vest and vested
options will cease to be exercisable as of the date of such termination.

II. METHOD OF EXERCISE
------------------

A. Notice of Exercise of Option Letter
-----------------------------------

Send your Notice of Exercise of Option Letter to:

The Notice of Exercise of Option Letter should follow the format of one
of the attached sample letters. Your letter must set forth the
following information:

-1-

l. The number of shares that you wish to acquire through your option
exercise, the grant date of the option; and

2. The method of payment for exercising the option: U.S. dollars, MMC
common stock, or a combination of U.S. dollars and MMC common stock;
and

3. The method of payment for applicable withholding taxes: cash payment
or share withholding; and

4. The method of share distribution:

a. For shares distributed electronically in book entry form; include
company name, contact person, Depository Trust Company ("DTC")
number, telephone and facsimile number.

b. For shares distributed in stock certificate form; include the number
of certificates to be prepared, the address to which they should be
distributed, and (if different) the address to which other
shareholder communications and dividends (with respect to these
certificates) should be directed.

We will not accept oral notices of exercise of options, and you must
purchase a minimum of 200 shares (unless acquiring all vested shares from
the option grant).

B. Payment
-------

l. Payment with U.S. Dollars
-------------------------

2. Payment with Shares of MMC Common Stock
---------------------------------------

-2-

a. Delivery of Stock Certificate(s)
--------------------------------

The stock certificate(s) must be delivered to MMC

(l) endorsed to Marsh & McLennan Companies, Inc. (the assignee)
- or -
(2) accompanied by a stock power endorsed to Marsh & McLennan
Companies, Inc.

The endorsement must be identical to the registrant's name indicated
on the face of the certificate. The signature of endorsement must be
guaranteed by a commercial bank or stockbroker. Attached is a sample
of an endorsed stock certificate. [Note: If the certificate is
mailed, you might consider making the endorsement on a stock power
(2 above), and then mailing it separately.]

b. Valuation of Shares
-------------------

Any shares delivered as either partial or full payment of the
exercise price of an option will be valued at the Fair Market Value
of MMC common stock. Fair Market Value on a given date means the per
share value of stock as determined by using the average of the high
and low selling prices of such stock on the immediately preceding
date (or, if the New York Stock Exchange was not open that day, the
next preceding day that the NYSE was open for trading and the stock
was traded) as reported for such date in the table entitled "NYSE
Composite Transactions", contained in The Wall Street Journal or an
equivalent successor table. For example, for a stock option exercise
on April 5th, the Fair Market Value of shares tendered, on a per
share basis, would be the average of the high and low selling prices
of MMC common stock on April 4th.

If the stock submitted for payment exceeds the number of shares
required, the excess shares will be returned to you.

3. Payment with a Combination of U.S. Dollars and MMC Common Stock
---------------------------------------------------------------

As noted in "Valuation of Shares" above, shares used in payment of your
stock option exercise will be valued at the Fair Market Value of MMC
common stock. Once the value of the shares tendered has been
determined, you will owe MMC a check if the value of the tendered
shares is less than the aggregate exercise price. Failure to pay the
full purchase price within five days of the date of exercise may void
the Notice of Exercise of Option Letter.

-3-

C. Non-Solicitation Agreement
--------------------------

You must sign a Non-Solicitation Agreement in order to exercise the
[Grant Date] stock option, unless you are exercising the option after
taking Normal or Deferred Retirement.

l. While Employed
--------------

2. Upon Early Retirement
---------------------

III. WITHHOLDING TAXES
-----------------

Payment of withholding taxes is required by law when a stock option is
exercised. An election to satisfy all applicable withholding taxes, either
(1) by check or (2) by having a sufficient number of the shares resulting
from the option exercise retained by MMC, must be made on or before the
exercise date (see sample letters). If such an election is not made by
that time then, by default, shares will be retained to satisfy the tax
withholding obligation. The election to have shares withheld is
irrevocable but is subject to disapproval by the Compensation Committee of
the MMC Board of Directors (the Committee). Such shares will be valued at
the Fair Market Value of MMC common stock.

IV. REGISTRATION AND DISTRIBUTION OF SHARES
---------------------------------------

A. The shares from your stock option exercise will be registered as
specified in your Notice of Exercise of Option Letter, after you
have fully paid for your exercise. The shares may be registered only
in your name or that of you and your spouse as joint tenants.

B. The shares from your stock option exercise will be distributed as
specified in your Notice of Exercise of Option Letter, after you
have satisfied your payroll tax obligation.

C. When you exercise your stock option, you will receive written
confirmation of the transaction.

D. Shares received upon your exercise of a stock option will be
registered in your name (or you and your spouse as joint tenants, at
your request) as of the date of exercise, and you will receive the
quarterly dividend so long as you remain a registered shareholder on
the dividend record date.

-4-

V. TERMINATION OF EMPLOYMENT
-------------------------

If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, the following shall apply:

A. Death
-----

B. Permanent Disability
--------------------

C. Normal or Deferred Retirement
-----------------------------

D. Early Retirement
----------------

E. Definitions
-----------

F. All Other Employment Terminations
---------------------------------

-5-

VI. CHANGE IN CONTROL PROVISIONS
----------------------------

Upon the occurrence of a "change in control" of MMC, as defined in the
Plan, all stock options you hold will become fully exercisable and vested,
and any restrictions contained in the terms and conditions of the option
grants shall lapse.

VII. OTHER PROVISIONS
----------------

A. Neither the granting of an award nor any exercise thereof gives you
any right to continue to be employed by the Company, or restricts,
in any way, the right of your employer to terminate your employment
at any time for any reason not specifically prohibited by law.

B. During your lifetime, an option shall be exercisable only by you,
and no right thereunder shall be transferable except by will or the
laws of descent and distribution.

C. Neither you nor any person entitled to exercise your rights in the
event of your death shall have any of the rights of a stockholder
with respect to the shares of MMC common stock subject to an option,
unless, and until, you have exercised the option, paid the full
price thereof, and have received the shares so acquired.

D. MMC is not liable for the non-issuance or non-transfer or any delay
in the issuance or transfer of any shares of MMC common stock
subject to an option or otherwise pursuant to the Plan which results
from the inability of MMC to obtain, or in any delay in obtaining,
from each regulatory body having jurisdiction, all requisite
authority to issue or transfer shares of MMC common stock, if
counsel for MMC deems such authority necessary for the lawful
issuance or transfer of any such shares.

E. An award is subject to all of the terms and conditions of the Plan
and your acceptance of an award shall constitute your agreement to
the terms and conditions of the Plan and the administrative
regulations of the Committee. Your acceptance of an award
constitutes your agreement that the shares of MMC common stock
acquired hereunder will not be sold or otherwise disposed of by you
in violation of any applicable securities laws or regulations. In
the event of any conflict between the Plan and the terms and
conditions of the Plan, the Plan shall prevail.

F. An option shall be exercised in accordance with, and awards shall be
subject to, such additional administrative regulations as the
Committee may from time to time adopt. All decisions of the
Committee upon any questions arising under the Plan or under these
terms and conditions shall be conclusive and binding.