Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Lewis W. Bernard
------------------------------------
Lewis W. Bernard
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Zachary W. Carter
------------------------------------
Zachary W. Carter
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Robert F. Erburu
------------------------------------
Robert F. Erburu
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Oscar Fanjul
------------------------------------
Oscar Fanjul
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Stephen R. Hardis
------------------------------------
Stephen R. Hardis
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Gwendolyn S. King
------------------------------------
Gwendolyn S. King
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ The Rt. Honorable Lord Lang of Monkton, DL
----------------------------------------------
The Rt. Honorable Lord Lang of Monkton, DL
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ David A. Olsen
------------------------------------
David A. Olsen
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Morton O. Schapiro
------------------------------------
Morton O. Schapiro
2
POWER OF ATTORNEY
The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware
corporation ("MMC"), does hereby constitute and appoint any one of Michael G.
Cherkasky, Peter J. Beshar and Sandra S. Wijnberg to be the undersigned's agent
and attorney-in-fact, each with the power to act fully hereunder without the
other and with full power of substitution, to act in the name and on behalf of
the undersigned:
I. To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director and/or Officer of MMC, and file with the
Securities and Exchange Commission on behalf of MMC:
A. any amendments or supplements to MMC's Annual Report on Form 10-K for
the year ended December 31, 2004;
B. current registration statements on Form S-8 or other appropriate form,
including prospectuses as part thereof, any appropriate amendments or
supplements to such registration statements and prospectuses or to prior
registration statements, and any other document to maintain the
effectiveness of any of the foregoing, for the registration under the
Securities Act of 1933, as amended, of shares of MMC's common stock or
other interests offered pursuant to MMC's various employee benefit and
stock plans under which MMC's common stock may be distributed to employees
or directors, including without limitation:
1. the Stock Investment Plan,
2. the Stock Investment Supplemental Plan,
3. the Canadian Stock Investment Plan,
4. the Putnam Investments Profit Sharing Retirement Plan,
5. the 1999 Employee Stock Purchase Plan,
6. the 1995 Employee Stock Purchase Plan for International Employees,
7. the 1992 Incentive and Stock Award Plan,
8. the 1997 and 2000 Employee Incentive and Stock Award Plan,
9. the 1997 and 2000 Senior Executive Incentive and Stock Award Plan,
10. the Special Severance Pay Plan, and
11. the Directors Stock Compensation Plan;
C. any registration statements on Form S-3, Form S-4 or other appropriate
form, including prospectuses as part thereof, and any amendments or
supplements to such registration statements or prospectuses, for (i) the
registration of MMC's common stock for issuance in connection with future
acquisitions, or for resale by the holders thereof who acquired or will
acquire such stock in connection with past or future acquisitions and (ii)
the registration of MMC's debt securities for issuance or for resale by the
holders thereof who acquired such debt securities in a private placement,
provided that such issuance or resale described in (i) or (ii) is then
authorized pursuant to resolutions of the Board of Directors of MMC.
II. To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which they
shall deem necessary or proper in connection with the filing of the Annual
Report on Form 10-K, registration statements and prospectuses and
amendments or supplements thereto described in I. above and generally to
act for and in the name of the undersigned with respect to such filings as
fully as could the undersigned if then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 1st day of March, 2005.
/s/ Adele Simmons
------------------------------------
Adele Simmons
2