AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2002
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        MARSH & MCLENNAN COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                         6411                 36-2668272
(State or other jurisdiction of      (Primary Standard        (I.R.S. Employer
incorporation or organization)    Industrial Classification  Identification No.)
                                        Code Number)

                           1166 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036

                                 (212) 345-5000

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                WILLIAM L. ROSOFF
                                 GENERAL COUNSEL
                        MARSH & MCLENNAN COMPANIES, INC.
                           1166 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 345-5000

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   ----------

                                   COPIES TO:
                             CHARLES S. WHITMAN, III
                              DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 450-4000

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [  ]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [  ]

     If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [  ]

                         CALCULATION OF REGISTRATION FEE



=============================================================================================================
                                                   PROPOSED MAXIMUM
      TITLE OF EACH CLASS          AMOUNT TO BE   OFFERING PRICE PER  AGGREGATE OFFERING        AMOUNT OF
OF SECURITIES TO BE REGISTERED      REGISTERED          UNIT(1)            PRICE(1)         REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
                                                                                     
5.375% Senior Notes due 2007       $500,000,000          100%            $500,000,000            $46,000
- -------------------------------------------------------------------------------------------------------------
6.25% Senior Notes due 2012        $250,000,000          100%            $250,000,000            $23,000
=============================================================================================================


(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee.

                                   ----------



     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.

================================================================================



THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                    SUBJECT TO COMPLETION, DATED MAY 3, 2002

PROSPECTUS


                             [MARSH & MCLENNAN LOGO]


                        MARSH & MCLENNAN COMPANIES, INC.
                      OFFER TO EXCHANGE UP TO $500,000,000
                               PRINCIPAL AMOUNT OF
                          5.375% SENIOR NOTES DUE 2007
                           FOR ANY AND ALL OUTSTANDING
                          5.375% SENIOR NOTES DUE 2007

                      OFFER TO EXCHANGE UP TO $250,000,000
                               PRINCIPAL AMOUNT OF
                           6.25% SENIOR NOTES DUE 2012
                           FOR ANY AND ALL OUTSTANDING
                               6.25% SENIOR NOTES
                                    DUE 2012

     We are offering to exchange up to $500,000,000 of our new 5.375% Senior
Notes due 2007, which are referred to as the "2007 exchange notes," for up to
$500,000,000 of our existing 5.375% Senior Notes due 2007, which are referred to
as the "2007 restricted notes," and up to $250,000,000 of our new 6.25% Senior
Notes due 2012, which are referred to as the "2012 exchange notes," for up to
$250,000,000 of our existing 6.25% Senior Notes due 2012, which are referred to
as the "2012 restricted notes." The 2007 exchange notes and the 2012 exchange
notes are referred to collectively as the "exchange notes" and the 2007
restricted notes and the 2012 restricted notes are referred to collectively as
the "restricted notes." The terms of each series of exchange notes are identical
to the terms of the corresponding series of restricted notes, except that the
exchange notes have been registered under the Securities Act and the transfer
restrictions and registration rights relating to the restricted notes do not
apply to the exchange notes.

     To exchange your restricted notes for exchange notes:

     o    you are required to make the representations described on page 25 to
          us and

     o    you must complete and send, or otherwise be bound by, the letter of
          transmittal that accompanies this prospectus to the exchange agent,
          State Street Bank and Trust Company, by 5:00 p.m., New York City time,
          on _________, 2002

     You should read the section called "The Exchange Offer" for further
information on how to exchange your restricted notes for exchange notes

     Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for restricted notes where
such restricted notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that,
starting on the expiration date (as defined herein) and ending on the close of
business one year after the expiration date, we will make this prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE
EXCHANGE OFFER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

               , 2002





                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Principal Executive Offices ................................................  ii
Where You Can Find More Information ........................................  ii
Information Concerning Forward-Looking Statements .......................... iii
Summary ....................................................................   1
The Company ................................................................   4
Use of Proceeds ............................................................   7
Capitalization .............................................................   7
Selected Financial Data ....................................................   8
Description of Notes .......................................................  10
The Exchange Offer .........................................................  19
Material United States Tax Consequences of the Exchange Offer ..............  25
Plan of Distribution .......................................................  26
Legal Matters ..............................................................  26
Experts ....................................................................  26

     UNLESS OTHERWISE NOTED, REFERENCES IN THIS PROSPECTUS TO "WE," "US," "OUR"
AND "MMC" ARE TO MARSH & MCLENNAN COMPANIES, INC. AND ITS SUBSIDIARIES.

                           PRINCIPAL EXECUTIVE OFFICES

     MMC's principal executive offices are located at 1166 Avenue of the
Americas, New York, New York 10036-2774 and the telephone number is
212-345-5000.

                       WHERE YOU CAN FIND MORE INFORMATION

     MMC files reports, proxy statements and other information with the SEC.
These reports, proxy statements and other information can be read and copied at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The SEC maintains an internet site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding companies that file electronically with the SEC, including MMC. MMC's
common stock is listed and traded on the New York Stock Exchange, the Chicago
Stock Exchange, the Pacific Exchange and the London Stock Exchange. These
reports, proxy statements and other information can also be read at the offices
of the NYSE, 20 Broad Street, New York, New York 10005, the offices of the CSE,
440 South LaSalle Street, Chicago, Illinois 60605 and at the offices of the PE,
115 Sansome Street, 2nd Floor, San Francisco, California 94104. Our website is
located at http://www.mmc.com. This text is not an active link and our website
and the information contained on that site, or connected to that site, are not
incorporated into this prospectus. Copies of documents that we file with the SEC
will be available free of charge so long as any notes are listed on the
Luxembourg Stock Exchange and the rules of the exchange so require at the
specified office of The Bank of New York (Luxembourg) S.A., our paying agent in
Luxembourg.

     MMC is incorporating by reference certain information into this prospectus.
Any information referenced in this way is considered part of this prospectus,
and any information filed with the SEC subsequent to the date of this prospectus
will automatically be deemed to update and supersede this information. MMC
incorporates by reference the following document which has been filed with the
SEC:

     o    Annual Report on Form 10-K for the year ended December 31, 2001.

     MMC incorporates by reference the documents listed above and any future
filings made with the SEC in accordance with Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the registration statement of which
this prospectus is a part is withdrawn or otherwise no longer effective.

     MMC will provide, without charge upon written or oral request, a copy of
any or all of the documents which are incorporated by reference into this
prospectus, including exhibits which are specifically incorporated by reference
into those documents. Requests should be directed to Investor Relations, Marsh &
McLennan Companies, Inc., 1166 Avenue of the Americas, New York, New York
10036-2774 (telephone number: 212-345-5475). If and for so long as the notes are
listed on the Luxembourg Stock Exchange, all

                                       ii



documents incorporated by reference will be available free of charge during
normal business hours at the specified office of the listing agent in
Luxembourg.

     TO OBTAIN TIMELY DELIVERY IN CONNECTION WITH THE EXCHANGE OFFER, YOU MUST
REQUEST THE INFORMATION NO LATER THAN _____________, 2002, OR FIVE BUSINESS DAYS
PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER IF THE EXCHANGE OFFER IS
EXTENDED.

     We have filed with the SEC under the Securities Act and the rules and
regulations thereunder a registration statement on Form S-4 with respect to the
exchange notes. This prospectus is a part of that registration statement. As
allowed by SEC rules, this prospectus does not contain all the information you
can find in the registration statement or the exhibits to the registration
statement.

                INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

     MMC and its subsidiaries and their representatives may from time to time
make verbal or written statements (including certain statements contained in
this prospectus and MMC's financial statements and other documents incorporated
herein by reference) relating to future results, which are forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. Such statements may include, without limitation, discussions
concerning revenues, expenses, earnings, cash flow, capital structure, financial
losses and expected insurance recoveries resulting from the September 11, 2001
attack on the World Trade Center in New York City, as well as market and
industry conditions, premium rates, financial markets, interest rates, foreign
exchange rates, contingencies and matters relating to MMC's operations and
income taxes. Such forward-looking statements are based on available current
market and industry materials, experts' reports and opinions and long-term
trends, as well as management's expectations concerning future events impacting
MMC. Forward-looking statements by their very nature involve risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by any forward-looking statements contained or incorporated
or referred to herein include, in the case of MMC's risk and insurance services
and consulting businesses, the amount of actual insurance recoveries and
financial loss from the September 11 attack on the World Trade Center or other
adverse consequences from that incident. Other factors that should be considered
in the case of MMC's risk and insurance service business are changes in
competitive conditions, movements in premium rate levels, difficulty
transferring commercial risk, and other changes in the global property and
casualty insurance markets, the impact of terrorist attacks, natural
catastrophes and mergers between client organizations, including insurance and
reinsurance companies. Factors to be considered in the case of MMC's investment
management business include changes in worldwide and national equity and fixed
income markets, actual and relative investment performance, the level of sales
and redemptions and the ability to maintain investment management and
administrative fees at appropriate levels; and with respect to all of MMC's
activities, changes in general worldwide and national economic conditions,
changes in the value of investments made in individual companies and investment
funds, fluctuations in foreign currencies, actions of competitors or regulators,
changes in interest rates or in the ability to access financial markets,
developments relating to claims, lawsuits and contingencies, prospective and
retrospective changes in the tax or accounting treatment of MMC's operations and
the impact of tax and other legislation and regulation in the jurisdictions in
which MMC operates. A description of certain of these factors is included in the
information incorporated herein by reference.

                                      iii



                                     SUMMARY

     THE FOLLOWING SUMMARY CONTAINS BASIC INFORMATION ABOUT MMC AND THIS
EXCHANGE OFFER. IT MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU
IN MAKING YOUR INVESTMENT DECISION. MORE DETAILED INFORMATION APPEARS ELSEWHERE
IN THIS PROSPECTUS. THE "THE EXCHANGE OFFER" AND "DESCRIPTION OF NOTES" SECTIONS
OF THIS PROSPECTUS CONTAIN MORE DETAILED INFORMATION REGARDING THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER AND THE EXCHANGE NOTES. IN ADDITION, YOU SHOULD
READ ALL OF THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS ENTIRE
PROSPECTUS CAREFULLY.

                               THE EXCHANGE OFFER

SECURITIES OFFERED ...................... We are offering up to $500,000,000
                                          aggregate principal amount of 2007
                                          exchange notes and up to $250,000,000
                                          aggregate principal amount of 2012
                                          exchange notes, which have been
                                          registered under the Securities Act.

THE EXCHANGE OFFER ...................... We are offering to issue the 2007
                                          exchange notes in exchange for a like
                                          principal amount of your 2007
                                          restricted notes. We are offering to
                                          issue the 2012 exchange notes in
                                          exchange for a like principal amount
                                          of your 2012 restricted notes. We are
                                          offering to issue the exchange notes
                                          to satisfy our obligations contained
                                          in the registration rights agreement
                                          entered into when the restricted notes
                                          were sold in transactions permitted by
                                          Rule 144A and Regulation S under the
                                          Securities Act and therefore not
                                          registered with the SEC. For
                                          procedures for tendering, see "The
                                          Exchange Offer."

TENDERS, EXPIRATION DATE, WITHDRAWAL .... The exchange offer will expire at 5:00
                                          p.m., New York City time, on         ,
                                          2002, unless it is extended. If you
                                          decide to exchange your restricted
                                          notes for exchange notes, you must
                                          acknowledge that you are not engaging
                                          in, and do not intend to engage in, a
                                          distribution of the exchange notes. If
                                          you decide to tender any of your
                                          restricted notes in the exchange
                                          offer, you may withdraw them at any
                                          time prior to              , 2002.
                                          If we decide for any reason not to
                                          accept any restricted notes for
                                          exchange, your restricted notes will
                                          be returned to you, without expense to
                                          you, promptly after the exchange offer
                                          expires.

FEDERAL INCOME TAX CONSEQUENCES ......... Your exchange of restricted notes for
                                          exchange notes in the exchange offer
                                          will not result in any income, gain or
                                          loss to you for Federal income tax
                                          purposes. See "Material United States
                                          Federal Income Tax Consequences of the
                                          Exchange Offer."

USE OF PROCEEDS ......................... We will not receive any proceeds from
                                          the issuance of the exchange notes in
                                          the exchange offer.

EXCHANGE AGENT .......................... State Street Bank and Trust Company is
                                          the exchange agent for the exchange
                                          offer.

CONSEQUENCES OF FAILURE TO TENDER
YOUR RESTRICTED SECURITIES .............. If you fail to tender your restricted
                                          notes in the exchange offer, you will
                                          not have any further rights under the
                                          registration rights agreement,
                                          including any right to require us to
                                          register your restricted notes or to
                                          pay you additional interest.

                                       1



YOU WILL BE ABLE TO RESELL THE EXCHANGE NOTES WITHOUT REGISTERING THEM WITH THE
SEC IF YOU MEET THE REQUIREMENTS DESCRIBED BELOW.

     Based on interpretations by the SEC's staff in no-action letters issued to
third parties, we believe that exchange notes issued in exchange for restricted
notes in the exchange offer may be offered for resale, resold or otherwise
transferred by you without registering the exchange notes under the Securities
Act or delivering a prospectus, unless you are a broker-dealer receiving
securities for your own account, so long as:

     o    you are not one of our "affiliates," which is defined in Rule 405 of
          the Securities Act;

     o    you acquire the exchange notes in the ordinary course of your
          business;

     o    you do not have any arrangement or understanding with any person to
          participate in the distribution of the exchange notes; and

     o    you are not engaged in, and do not intend to engage in, a distribution
          of the exchange notes.

     If you are an affiliate of MMC, or you are engaged in, intend to engage in
or have any arrangement or understanding with respect to, the distribution of
exchange notes acquired in the exchange offer, you

     o    should not rely on our interpretations of the position of the SEC's
          staff and

     o    must comply with the registration and prospectus delivery requirements
          of the Securities Act in connection with any resale transaction.

     If you are a broker-dealer and receive exchange notes for your own account
in the exchange offer:

     o    you must represent that you do not have any arrangement with us or any
          of our affiliates to distribute the exchange notes;

     o    you must acknowledge that you will deliver a prospectus in connection
          with any resale of the exchange notes you receive from us in the
          exchange offer; the letter of transmittal states that by so
          acknowledging and by delivering a prospectus, you will not be deemed
          to admit that you are an "underwriter" within the meaning of the
          Securities Act; and

     o    you may use this prospectus, as it may be amended or supplemented from
          time to time, in connection with the resale of exchange notes received
          in exchange for restricted notes acquired by you as a result of
          market-making or other trading activities.

     For a period of one year after the expiration of the exchange offer, we
will make this prospectus available to any broker-dealer for use in connection
with any resale described above.

                                       2



                    SUMMARY DESCRIPTION OF THE EXCHANGE NOTES

     The terms of each series of exchange notes are identical to the terms of
the corresponding series of restricted notes, except that the exchange notes
have been registered under the Securities Act and the transfer restrictions and
registration rights relating to the restricted notes do not apply to the
exchange notes.

MATURITY ................. The 2007 exchange notes will mature on March 15, 2007
                           and the 2012 exchange notes will mature on March 15,
                           2012.

INTEREST PAYMENT DATES ... Payable semi-annually on March 15 and September 15,
                           commencing September 15, 2002.

RANKING .................. The exchange notes will be our senior unsecured
                           obligations and will rank equally with all of our
                           other senior unsecured indebtedness. Because we are a
                           holding company that conducts all of our operations
                           through our subsidiaries, holders of the exchange
                           notes will have a junior position to claims of
                           creditors of our subsidiaries, including trade
                           creditors, debtholders, secured creditors, taxing
                           authorities, guarantee holders and any preferred
                           stockholders. On a pro forma basis as of December 31,
                           2001, after giving effect to the offering of the
                           restricted notes, we would have had $2,347 million of
                           other outstanding senior indebtedness, of which $200
                           million would have been secured indebtedness, not
                           including the debt of our subsidiaries. Also on a pro
                           forma basis as of December 31, 2001 after giving
                           effect to the offering of the restricted notes, debt
                           of our subsidiaries, to which the notes are
                           structurally subordinated, was approximately $312
                           million.

CERTAIN COVENANTS ........ The terms of the exchange notes prohibit us and our
                           subsidiaries from directly or indirectly creating,
                           assuming, incurring or permitting to exist any
                           indebtedness secured by any lien on the voting stock
                           of Marsh Inc., Putnam Investments, LLC or Mercer
                           Consulting Group, Inc., which are referred to each as
                           a "significant subsidiary", unless the exchange notes
                           (and, if we so elect, any other indebtedness of MMC
                           that is not subordinate to the exchange notes and
                           with respect to which the governing instruments
                           require, or pursuant to which we are otherwise
                           obligated, to provide such security) shall be secured
                           equally and ratably with such indebtedness for at
                           least the time period such other indebtedness is so
                           secured.

USE OF PROCEEDS .......... We will not receive any proceeds from the exchange of
                           exchange notes for restricted notes.

                                       3



                                   THE COMPANY

     THE FOLLOWING SUMMARY OF MMC'S BUSINESS IS NOT COMPLETE AND DOES NOT
CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ ALL
OF THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS.

     Marsh & McLennan Companies, Inc., a professional services organization with
origins dating from 1871 in the United States, is a holding company which,
through its subsidiaries and affiliates, provides clients with analysis, advice
and transactional capabilities in the fields of risk and insurance services,
investment management and consulting.

RISK AND INSURANCE SERVICES

     MMC's risk and insurance services are provided by its subsidiaries and
their affiliates as broker, agent or consultant for insureds, insurance
underwriters and other brokers on a worldwide basis. These services are provided
by Marsh Inc., which delivers risk and insurance services and solutions to
clients through its various subsidiaries and affiliates. Risk management,
insurance broking and program management services are provided for businesses,
public entities, associations, professional service organizations and private
clients under the Marsh name. MMC Enterprise Risk provides advanced risk
consulting services and transactional solutions on enterprise-wide issues,
principally for large, complex organizations. Reinsurance broking, catastrophe
and financial modeling services and related advisory functions are conducted for
insurance and reinsurance companies, principally under the Guy Carpenter name.
Wholesale broking and underwriting management services are performed for a wide
range of clients under various names. In addition, MMC Capital provides services
principally in connection with originating, structuring and managing insurance,
financial services and other industry-focused investments.

     Marsh serves clients with risk and insurance services in more than 100
countries in all major regions of the world where insurance business is done.
These clients are engaged in essentially all of the major areas of manufacturing
and services found in the world economy. Business clients range from major
worldwide corporations to mid-size and small businesses and professional service
organizations. Marsh's clientele also includes government agencies,
high-net-worth individuals, and consumers served through affinity groups and
employer-based programs.

     The services provided include the identification, analysis, estimation,
mitigation, financing and transfer of risks that arise from client operations.
These risks relate to damage to property, various liability exposures, and other
factors that could result in financial loss, including large and complex risks
that require access to world insurance and financial markets. The risks
addressed by Marsh's operating units go beyond traditional property-liability
areas to include a widening range of exposures. Major examples of these risks
include employment practices liability, the launch and operation of rockets and
spacecraft, the development and operation of technology resources (such as
computers, communications networks and websites), the theft or loss of
intellectual property, copyright infringement, the remediation of environmental
pollution, merger and acquisition issues, the interruption of revenue streams
derived from leasing and credit operations, political risks and various other
financial, strategic and operating exposures.

     To deal with client risks, Marsh's subsidiaries provide a broad spectrum of
services requiring expertise in multiple disciplines: risk identification,
estimation and mitigation; conducting negotiations and placement transactions
with the worldwide insurance and capital markets; gaining knowledge of specific
insurance product lines and technical aspects of client operations, industries
and fields of business; actuarial analysis; and understanding the regulatory and
legal environments of various countries.

     Once client risks are identified, Marsh provides advice on addressing the
exposures. This includes structuring programs for retaining, mitigating,
financing, and transferring the risks in combinations that vary according to the
risk profiles, requirements and preferences of clients. Specific professional
functions provided in this process include loss-control services, the placement
of client risks with the worldwide insurance and capital markets (risk
transfer), the development of alternative risk financing methods, establishment
and management of specialized insurance companies owned by clients ("captive
insurance companies"); claims collection, injury management, and other insurance
and risk related services.

                                       4



     Marsh operates through offices in various countries around the world.
Correspondent relationships are maintained with unaffiliated firms in certain
countries.

     The provision of reinsurance services to insurance and reinsurance
companies and other risk assumption entities by Guy Carpenter and its
subsidiaries and affiliates primarily involves acting as a broker or
intermediary on all classes of reinsurance. Its offices are principally in North
and South America, Europe and Asia Pacific. The predominant lines addressed are
property and casualty. In addition, Guy Carpenter's reinsurance activities
include specialty lines such as professional liability, medical malpractice,
accident, life and health. Services include providing advice, placing coverages
with reinsurance markets, arranging risk-transfer financing with capital
markets, and furnishing related services such as actuarial, financial and
regulatory consulting, portfolio analysis, catastrophe modeling and claims
services. An insurance or reinsurance company may seek reinsurance or other
risk-transfer financing on all or a portion of the risks it insures.

     As part of the acquisition of Sedgwick Group plc in 1998, MMC acquired
several insurance companies that were in run-off. MMC disposed of each of these
companies in 2001.

     MMC Capital, Inc., MMCAP, is a private equity investment firm that manages
fund families focused on distinct industry sectors. It is an advisor to The
Trident Partnership L.P., a private investment partnership formed in 1993 with
capital commitments of $660 million, and Trident II, L.P. formed in 1999 with
$1.4 billion in capital commitments for investments in insurance, financial
services and related industries. MMCAP also is the advisor to two funds with
aggregate capital commitments of $330 million for investments in technology
companies and to a fund with capital commitments of $75 million for investments
in communications and information companies. Investors in these funds include
MMCAP's corporate parent and other investors. In response to client needs, MMC
Capital helped develop an additional source of insurance and reinsurance
capacity after the September 11th terrorist attacks through the formation of
AXIS Specialty Limited. AXIS had an initial capitalization of $1.6 billion,
including investments by Trident II and MMC, and began underwriting in Bermuda
during the fourth quarter of 2001.

     MMCAP and its predecessor operations were instrumental in the formation of
several substantial insurance and reinsurance entities, including ACE Ltd. and
XL Capital Ltd. MMCAP advises its immediate parent company, Marsh & McLennan
Risk Capital Holdings, Ltd., regarding the latter's ownership holdings in
certain insurance and reinsurance entities and funds, primarily ones initiated
by MMCAP.

INVESTMENT MANAGEMENT

     Investment management and related services are provided by Putnam
Investments, LLC and its subsidiaries. Putnam has been engaged in the investment
management business since 1937, with its principal offices in Boston,
Massachusetts. Putnam also has offices in London and Tokyo. Putnam provides
individual and institutional investors with a broad range of equity and fixed
income investment products and services designed to meet varying investment
objectives and which afford its clients the opportunity to allocate their
investment resources among various investment products as changing worldwide
economic and market conditions warrant.

     Putnam's investment management services, which are performed principally in
the United States, include securities investment advisory and management
services consisting of investment research and management, and accounting and
related services for a group of publicly-held investment companies. As of
December 31, 2001, there were 123 such funds, referred to as Putnam Funds,
registered under the Investment Company Act of 1940, including 14 closed-end
investment companies whose shares are traded on various major domestic stock
exchanges. A number of the open-end funds serve as funding vehicles for variable
insurance contracts. Investment management services are also provided on a
separately managed or commingled basis to corporate profit-sharing and pension
funds, state and other governmental and public employee retirement funds,
university endowment funds, charitable foundations, collective investment
vehicles, both U.S. and non-U.S., and other domestic and foreign institutional
accounts.

     Putnam has a minority interest in Thomas H. Lee Partners, THL, a private
equity investment firm. In addition, Putnam and THL formed a joint venture
entity, TH Lee, Putnam Capital of which Putnam owns a 25% interest. THL and TH
Lee, Putnam Capital offer private equity and alternative investment funds for
institutional and high-net-worth investors.

     Putnam's revenue is derived primarily from investment management and 12b-1
fees received from the Putnam Funds and investment management fees for
institutional accounts. Investment advisory revenues depend largely on

                                       5



the total value and composition of assets under management. Assets under
management and revenue levels are particularly affected by fluctuations in
domestic and international stock and bond market prices, the composition of
assets under management and by the level of investments and withdrawals for
current and new fund shareholders and clients. U.S. equity markets declined in
2001 for the second consecutive year, after several years of substantial growth.
This decline contributed to the reduction in assets under management and,
accordingly, to a reduction in revenue. Items affecting revenue also include,
but are not limited to, investment performance, service to clients, the
development and marketing of new investment products, the relative
attractiveness of the investment style under prevailing market conditions,
changes in the investment patterns of clients and equity earnings associated
with management and performance related fees received by THL and return on
investments in THL funds.

     Commissions to selling dealers are typically paid at the time of the
purchase as a percentage of the amount invested. Essentially all Putnam Funds
are available with a contingent deferred sales charge in lieu of a front-end
load. The related prepaid dealer commissions initially paid by Putnam to
broker/dealers for distributing such funds can be recovered through charges and
fees received over a number of years.

CONSULTING

     Through Mercer Consulting Group, Inc., subsidiaries and affiliates of MMC,
separately and in collaboration, provide consulting and related services from
locations around the world, primarily to business organizations, in the areas of
human resources and employee benefit programs, including retirement, health
care, and compensation, as well as communication and human resource strategy;
investment consulting, general management consulting, which comprises strategy,
operations and marketing; consulting on leadership, organizational change and
organizational design; and economic consulting and expert testimony.

     William M. Mercer Companies, through its subsidiaries and affiliates,
provides professional advice and services to corporate, government and
institutional clients from offices in more than 40 countries and territories in
North and South America, Europe, Asia, Australia and New Zealand. Consultants
help organizations understand, develop, execute and measure human resource,
employee benefit, compensation and other programs, policies and strategies.

     Through its investment consultants, the firm assists trustees of pension
funds and others in the selection of investment managers and investment
strategies. William M. Mercer also advises investment managers on product design
and positioning. In certain locations outside of the United States, William M.
Mercer advises individuals in the investment and disposition of lump sum
retirement benefits and other retirement savings and offers a retirement trust
service, incorporating plan administration, trustee services and investment
manager selection. Mercer's Australian retirement trust is responsible for $1.75
billion of retirement plan assets, representing the interests of about 50,000
participants. Globally, Mercer's benefits administration practice serves
approximately 3,800 plans with about 3.8 million participants. In the U.S.,
Mercer also operates an NASD registered broker dealer in connection with its
investment consulting business to assist investment consulting clients in asset
transitions when a new investment manager is selected.

     Mercer Management Consulting provides advice and assistance on issues of
business strategy, primarily to large corporations in North America, Europe and
Asia. Consultants help clients anticipate and realize future sources of value
growth based on insights into rapidly changing customer priorities, economics
and environments. Mercer Management Consulting also assists its clients in the
implementation of their strategies.

     Mercer Delta Consulting, with offices in North America, Canada and Europe,
works with senior executives and CEOs of major corporations and other
institutions on organizational design and the leadership of organizational
change.

     National Economic Research Associates, NERA, a firm of consulting
economists, serves law firms, corporations, trade associations and governmental
agencies, from offices in the United States, Europe, Asia and Australia. NERA
provides research and analysis of economic and financial issues arising in
competition, regulation, finance, public policy, litigation and management.
NERA's auction practice advises clients on the structuring and operation of
large scale auctions, such as telecommunications spectrum auctions. NERA also
advises on transfer pricing.

                                       6



                                 USE OF PROCEEDS

     We will not receive any cash proceeds from the issuance of the exchange
notes. The exchange notes will be exchanged for restricted notes as described in
this prospectus upon our receipt of restricted notes. We will cancel all of the
restricted notes surrendered in exchange for the exchange notes.

     Our net proceeds (after deducting offering commissions and expenses) from
the offering of the restricted notes were approximately $744.0 million. This
reflects a deduction for the discount to the initial purchasers. We used those
net proceeds for general corporate purposes, including repayment of certain
commercial paper obligations.

                                 CAPITALIZATION

     Set forth below is the historical capitalization of MMC at December 31,
2001 and as adjusted to give effect to the offering of the restricted notes and
the application of the net proceeds therefrom. You should read the information
set forth below in conjunction with "Selected Financial Data," which appears
elsewhere and is incorporated by reference in this prospectus, and our
consolidated financial statements, including the notes thereto, which are
incorporated by reference in this prospectus. See "Where You Can Find More
Information."

                                                            DECEMBER 31, 2001
                                                            ------------------
                                                            ACTUAL   AS ADJUSTED
                                                            -------  -----------
                                                               (UNAUDITED)
                                                              (IN MILLIONS)

Short-Term Debt .........................................   $   757    $   757
                                                            -------    -------
5.375% Senior Notes due 2007 ............................        --        500
6.25% Senior Notes due 2012 .............................        --        250
Other Long-Term Debt ....................................     2,334      1,590
                                                            -------    -------
  Total Long-Term Debt ..................................     2,334      2,340
                                                            -------    -------
Stockholders' Equity:
  Preferred Stock, $1 par value, authorized
    6,000,000 shares, none issued -- --
  Common Stock, $1 par value, authorized
    800,000,000 shares, issued 280,320,819 shares .......       280        280
  Additional Paid-in Capital ............................     1,901      1,901
  Retained Earnings .....................................     3,723      3,723
  Accumulated Other Comprehensive Loss ..................      (227)      (227)
                                                            -------    -------
                                                              5,677      5,677

Less--Treasury Shares, at cost, 5,994,048 shares ........      (504)      (504)
                                                            -------    -------
Total Stockholders' Equity ..............................     5,173      5,173
                                                            -------    -------
Total Capitalization ....................................   $ 8,264    $ 8,270
                                                            =======    =======

                                       7



                             SELECTED FINANCIAL DATA

     In the table below, we are providing selected historical financial
information of MMC. We derived this information from the consolidated financial
statements of MMC for each of the periods presented. The information is only a
summary and should be read together with the financial information incorporated
by reference in this prospectus. See "Where You Can Find More Information."



                                                                        YEAR ENDED DECEMBER 31,
                                                 -------------------------------------------------------------------
                                                   2001           2000         1999(C)         1998          1997(F)
                                                 -------        -------        -------        -------        -------
                                                              (IN MILLIONS, EXCEPT PER SHARE FIGURES)
                                                                                              
INCOME STATEMENT DATA
Revenue:
Risk and Insurance Services .................    $ 5,152(a)     $ 4,780(a)     $ 4,523(a)     $ 3,351(a)     $ 2,789(a)
Investment Management .......................      2,631          3,242          2,684          2,296          1,882
Consulting ..................................      2,160          2,135          1,950          1,543          1,338
                                                 -------        -------        -------        -------        -------
   Total Revenue ............................      9,943         10,157          9,157          7,190          6,009
                                                 -------        -------        -------        -------        -------
Expenses:
Compensation and Benefits ...................      4,877          4,941          4,574          3,561          3,044
Other Operating Expenses ....................      3,303          3,037          3,116          2,209          2,167
                                                 -------        -------        -------        -------        -------
   Total Expenses ...........................      8,180          7,978          7,690          5,770          5,211
                                                 -------        -------        -------        -------        -------
Operating Income ............................      1,763(b)       2,179          1,467(d)       1,420            798(g)
Interest Income .............................         23             23             21             25             24
Interest Expense ............................       (196)          (247)          (233)          (140)          (107)
                                                 -------        -------        -------        -------        -------
Income Before Income Taxes and
   Minority Interest ........................      1,590          1,955          1,255          1,305            715
Income Taxes ................................        599            753            524            509            281
Minority Interest ...........................         17             21              5             --             --
                                                 -------        -------        -------        -------        -------
Net Income ..................................    $   974        $ 1,181        $   726        $   796        $   434
                                                 -------        -------        -------        -------        -------
Basic Net Income Per Share Information:
Net Income Per Share ........................    $  3.54        $  4.35        $  2.76        $  3.11        $  1.77
Average Number of Shares Outstanding ........        275            272            263            256            245
Diluted Net Income Per Share Information:
Net Income Per Share ........................    $  3.39        $  4.10        $  2.62        $  2.98        $  1.73
Average Number of Shares Outstanding ........        286            284            272            264            251

BALANCE SHEET DATA
Period-end Financial Position:
Working Capital .............................    $  (146)       $  (480)       $(1,076)       $(1,657)(e)    $   224
Total Assets ................................    $13,293        $13,769        $13,174        $11,871        $ 7,912
Long-term Debt ..............................    $ 2,334        $ 2,347        $ 2,357        $ 1,590        $ 1,240
Stockholders' Equity ........................    $ 5,173        $ 5,228        $ 4,170        $ 3,659        $ 3,233
Total Shares Outstanding
   (Excluding Treasury Shares) ..............        274            276            267            257            255

OTHER DATA
Ratio of Earnings to Fixed Charges(h) .......       6.0x           6.3x           4.5x           6.4x           4.7x
EBITDA(i) ...................................    $ 2,306        $ 2,690        $ 1,919        $ 1,717        $ 1,021
Cash Flow Generated from/(Used for):
   Operations ...............................    $ 1,377        $ 1,364        $ 1,031        $ 1,154        $   415
   Financing Activities .....................    $  (536)       $(1,001)       $  (334)       $  (366)       $   399
   Investing Activities .....................    $  (533)       $  (530)       $  (876)       $  (608)       $  (676)
Capital Expenditures ........................    $   433        $   512        $   476        $   386        $   202
Depreciation of Fixed Assets and
   Capitalized Software .....................    $   325        $   305        $   275        $   190        $   149
Current Assets ..............................    $ 3,792        $ 3,639        $ 3,283        $ 3,245        $ 2,567
Dividends Paid Per Share ....................    $  2.06        $  1.90        $  1.70        $  1.46        $  1.26


- ----------
(a)  Includes interest income on fiduciary funds ($165 million in 2001, $195
     million in 2000, $167 million in 1999, $137 million in 1998 and $111
     million in 1997).

(b)  Includes one-time items of $396 million.

                                       8



(c)  Includes full year results for Sedgwick, which was acquired in November
     1998.

(d)  Includes a special charge of $337 million.

(e)  Includes $2.2 billion of commercial paper borrowings made to initially
     finance the acquisition of Sedgwick.

(f)  Includes the operating results of Johnson & Higgins, an insurance broking
     and consulting service firm, acquired in March 1997 and CECAR, a French
     insurance services firm.

(g)  Includes a special charge of $224 million.

(h)  The ratio of earnings to fixed charges is computed by dividing (a) earnings
     before taxes plus fixed charges by (b) fixed charges. Fixed charges consist
     of interest expense and the estimated portion of rental expense deemed by
     us to be representative of an appropriate interest factor of rental
     payments under operating leases.

(i)  "EBITDA" is defined as operating income plus depreciation of fixed assets
     and capitalized software, amortization of intangible assets and interest
     income. EBITDA is not presented as an alternative measure of operating
     results or cash flow from operations, as determined in accordance with
     accounting principles generally accepted in the United States of America,
     but because we believe it is a widely accepted indicator of our ability to
     incur and service debt. EBITDA does not give effect to cash used for debt
     service requirements and thus does not reflect funds available for
     dividends, reinvestment or other discretionary uses. In addition, EBITDA as
     presented in this prospectus may not be comparable to similarly titled
     measures reported by other companies.

                                       9



                              DESCRIPTION OF NOTES

     The notes are senior debt issued under an indenture dated March 19, 2002,
between Marsh & McLennan Companies, Inc. and State Street Bank and Trust
Company, as trustee. The 2007 exchange notes will be treated as a single class
with the 2007 restricted notes and the 2012 exchange notes will be treated as a
single class with the 2012 restricted notes under the indenture. The 2007 notes
and the 2012 notes are each a separate series of notes under the indenture. We
may in the future issue additional series of notes under the indenture. The
terms of each series of exchange notes include those stated in the indenture and
those made part of the indenture by reference to the Trust Indenture Act of 1939
and are identical to the terms of the corresponding series of restricted notes,
except that the transfer restrictions and registration rights relating to the
restricted notes do not apply to the exchange notes.

     The following is a summary of the material provisions of the indenture but
does not restate the indenture in its entirety. The indenture should be read in
conjunction with this prospectus. A copy of the indenture is available upon
request from MMC or at the offices of the Luxembourg Paying Agent in Luxembourg.
As used in this "Description of Notes" section, "we," "us," "our" and "MMC" mean
Marsh & McLennan Companies, Inc. and do not include its subsidiaries.

GENERAL

     The 2007 notes are initially $500 million in aggregate principal amount and
the 2012 notes are initially $250 million in aggregate principal amount. The
notes will bear interest at the applicable annual rate stated on the cover page
of this prospectus. The exchange notes are being issued and exchanged for
restricted notes evidencing the same debt and benefits under the indenture as
the restricted notes surrendered. You will not receive any interest in respect
of the restricted notes in connection with this exchange offer. Rather, any
interest accrued in respect of any restricted note will be payable at the next
interest payment date in respect of the related exchange note. Interest will be
payable semi-annually on March 15 and September 15 of each year, beginning
September 15, 2002. Interest on the notes will accrue from March 19, 2002, or
from the most recent date to which interest has been paid or provided for.
Interest on the notes will be paid to holders of record on the March 1 or
September 1 immediately before the applicable interest payment date. Interest is
computed on the basis of a 360-day year of twelve 30-day months. Interest and
principal will be payable in U.S. dollars at the agency of the trustee's New
York corporate trust office, which is located at 61 Broadway, New York, New York
10006. The 2007 notes will mature on March 15, 2007 and the 2012 notes will
mature on March 15, 2012. The notes will not be redeemable prior to maturity and
there will be no sinking fund payments for the notes.

     We may from time to time, without notice to or the consent of the holders
of the notes, create and issue further 2007 notes or 2012 notes ranking equally
and ratably with the notes of that series in all respects, or in all respects
except for the payment of interest accruing prior to the issue date of such
further notes or except for the first payment of interest following the issue
date of such further notes, so that such further notes shall be consolidated and
form a single series with the notes of that series and shall have the same terms
as to status or otherwise as the notes of that series.

     If by September 13, 2002, MMC has not consummated a registered exchange
offer for the restricted notes or caused a shelf registration statement with
respect to resales of the restricted notes to be declared effective, the annual
interest rate on the restricted notes will increase by 0.5% until the
consummation of a registered exchange offer or the effectiveness of a shelf
registration statement. See "--Registration Rights."

     The restricted notes are and the exchange notes will be issued only in
fully registered form, without interest coupons, in denominations of $1,000
principal amount and integral multiples of $1,000. See "--Book-Entry, Delivery
and Form." No service charge will be made for any transfer or exchange of notes,
but MMC may require payment of a sum sufficient to cover any tax or other
governmental charge payable associated with the exchange or transfer.

     MMC has applied to list the notes on the Luxembourg Stock Exchange in
accordance with its rules. We have appointed The Bank of New York (Luxembourg)
S.A. as paying agent and transfer agent in Luxembourg with respect to the notes.
As long as the notes are listed on the Luxembourg Stock Exchange, and the rules
of that exchange so require, we will maintain a paying agent and transfer agent
in Luxembourg.

                                       10



RANKING

     The notes are our senior unsecured obligations and rank equally with all of
our other senior unsecured indebtedness. Because we are a holding company that
conducts all of our operations through our subsidiaries, holders of the notes
will have a junior position to claims of creditors of our subsidiaries,
including trade creditors, debtholders, secured creditors, taxing authorities,
guarantee holders and any preferred stockholders. On a pro forma basis as of
December 31, 2001, after giving effect to the offering of the restricted notes,
we would have had $2,347 million of other outstanding senior indebtedness, of
which $200 million would have been secured indebtedness, not including the debt
of our subsidiaries. Also on a pro forma basis as of December 31, 2001 after
giving effect to the offering of the restricted notes, debt of our subsidiaries,
to which the notes are structurally subordinated, was approximately $312
million.

COVENANTS

     LIMITATION ON LIENS ON STOCK OF OUR SIGNIFICANT SUBSIDIARIES. The indenture
prohibits us and our subsidiaries from directly or indirectly creating,
assuming, incurring or permitting to exist any indebtedness secured by any lien
on the voting stock of Marsh Inc., Putnam Investments, LLC or Mercer Consulting
Group, Inc., which are referred to each as a "significant subsidiary," unless
the notes (and, if we so elect, any other indebtedness of MMC that is not
subordinate to the notes and with respect to which the governing instruments
require, or pursuant to which we are otherwise obligated, to provide such
security) shall be secured equally and ratably with such indebtedness for at
least the time period such other indebtedness is so secured.

     "Indebtedness" is defined as the principal of and any premium and interest
due on indebtedness of a person, whether outstanding on the original date of
issuance of the notes or thereafter created, incurred or assumed, which is (a)
indebtedness for money borrowed and (b) any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For the purposes of this
definition, "indebtedness for money borrowed" means (1) any obligation of, or
any obligation guaranteed by, such person for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, (2) any obligation of, or any such obligation guaranteed by, such
person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of
property, assets or businesses (PROVIDED, HOWEVER, that the deferred purchase
price of any business or property or assets shall not be considered Indebtedness
if the purchase price thereof is payable in full within 90 days from the date on
which such indebtedness was created), and (3) any obligations of such person as
lessee under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles and leases of property or
assets made as part of any sale and lease-back transaction to which such person
is a party. For purposes of this covenant only, indebtedness also includes any
obligation of, or any obligation guaranteed by, any person for the payment of
amounts due under a swap agreement or similar instrument or agreement, or under
a foreign currency exchange hedge or similar instrument or agreement.

     CONSOLIDATION, MERGER AND SALE OF ASSETS. We may, without the consent of
the holders of the notes, consolidate with or merge into, or convey, transfer or
lease all or substantially all of our properties and assets to, any person or
may permit any person to consolidate with or merge into us, PROVIDED that any
successor person must be a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction and must assume our
obligations on the notes and under the indenture, that after giving effect to
the transaction no event of default, and no event which, after notice or lapse
of time or both, would become an event of default shall have happened and be
continuing and that certain other conditions are met.

EVENTS OF DEFAULT

     The following are events of default under the indenture with respect to the
notes:

     o    we fail to pay interest on the notes when due and continuing for 60
          days and the time for payment has not been properly extended or
          deferred;

     o    we fail to pay the principal of the notes when due;

     o    we fail to observe or perform any other covenant contained in the
          notes or the indenture and such failure continues for 90 days after we
          receive notice from the trustee or the holders of at least 25% in
          aggregate principal amount of the outstanding notes of either series;
          and

                                       11



     o    events of bankruptcy or insolvency, whether voluntary or not.

     If an event of default occurs and is continuing, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding notes of either
series may declare each note of that series due and payable immediately.

     The holders of a majority in principal amount of the outstanding notes of
either series may waive any default or event of default with respect to the
notes of that series and its consequences, except defaults or events of default
regarding payment of principal or interest. A waiver will eliminate the default.

     If an event of default with respect to either series occurs and is
continuing, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture, unless the holders of the notes of that
series have offered the trustee reasonable indemnity. The holders of a majority
in principal amount of the outstanding notes of either series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee, or exercising any trust or power conferred on
the trustee, with respect to the notes of that series, PROVIDED that:

     o    it is not in conflict with any law or the indenture;

     o    the trustee may take any other action deemed proper by it which is not
          inconsistent with directions from the holders of the notes of that
          series; and

     o    unless otherwise provided under the Trust Indenture Act, the trustee
          need not take any action that might involve it in personal liability
          or might be unduly prejudicial to the holders of the notes of that
          series not involved in the proceeding.

     A holder of notes will only have the right to institute a proceeding under
the indenture or to appoint a receiver or trustee, or to seek other remedies,
if:

     o    the holder has given written notice to the trustee of a continuing
          event of default;

     o    the holders of at least 25% in aggregate principal amount of the
          outstanding notes of that series have made written request;

     o    such holders have offered reasonable indemnity to the trustee to
          institute proceedings as trustee; and

     o    the trustee does not institute a proceeding, and does not receive
          conflicting directions within 60 days.

     These limitations do not apply to a suit brought by a holder of notes to
enforce payment of its notes if MMC defaults in the payment of the principal of,
or interest on, the notes.

     MMC will periodically file statements with the trustee regarding its
compliance with the covenants in the indenture.

     MODIFICATION OF INDENTURE; WAIVER

     MMC and the trustee may change the indenture without the consent of any
holders to:

     o    fix any ambiguity, defect or inconsistency in the indenture; and

     o    change anything that does not materially adversely affect the
          interests of any holder of notes.

     In addition, the rights of holders of notes may be changed by MMC and the
trustee with the written consent of the holders of a majority of the principal
amount of the outstanding notes of each affected series. However, the following
changes may only be made with the consent of each affected holder:

     o    extending the fixed maturity;

     o    reducing the principal amount or any premium;

     o    reducing the rate of or extending the time of payment of interest; or

     o    reducing the percentage of notes referred to above, the holders of
          which are required to consent to any amendment.

                                       12



NOTICES

     For so long as either series of notes is listed on the Luxembourg Stock
Exchange and the rules of the exchange so require, we will publish notices to
the holders of the notes of that series in a leading newspaper having general
circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT) or, if
such publication is not practicable, in another leading daily newspaper with
general circulation in Europe. Any publication notice will be deemed to have
been given on the first date on which publication is made. For so long as either
series of notes is listed on the Luxembourg Stock Exchange, we will provide a
copy of all notices relating to the notes of that series to the Luxembourg Stock
Exchange.

ADDITIONAL MECHANICS

     BOOK-ENTRY, DELIVERY AND FORM. We issued the restricted notes sold pursuant
to Rule 144A or Regulation S in the form of one or more fully registered global
notes, which we refer to each as a "global restricted note," were deposited with
the trustee, as custodian for, and registered in the name of, the depositary's
nominee. Beneficial interests in the global restricted notes are represented
through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in the depositary. The
exchange notes will be issued in fully registered form without interest coupons,
and will be represented by one or more permanent global notes in definitive,
fully registered form without interest coupons, which we refer to as a "global
exchange note," and together with the global restricted notes, the "global
notes," and will be deposited with the trustee as custodian for, and registered
in the name of, the depositary's nominee.

     Investors may elect to hold interests in the global notes through the
depositary, Clearstream Banking, Societe Anonyme, which we refer to as
"Clearstream Luxembourg," or Euroclear Bank S.A./N.V., as operator of the
Euroclear System, which we refer to as "Euroclear," if they are participants of
such systems, or indirectly through organizations which are participants in such
systems. Clearstream Luxembourg and Euroclear will hold interests on behalf of
their participants through customers' securities accounts in Clearstream
Luxembourg's and Euroclear's names on the books of DTC. Except as set forth
below, the global notes may be transferred, in whole and not in part, only to
another nominee of DTC or to a successor of DTC or its nominee.

     DTC has advised us that it is a limited purpose trust company organized
under the New York banking law, a "banking organization" within the meaning of
the New York banking law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
U.S. Securities Exchange Act of 1934. DTC holds securities deposited with it by
its participants and facilitates the settlement of transactions among its
participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, including the initial purchasers, banks, trust
companies, clearing corporations and certain other organizations, some of whom,
or their representatives, own DTC. Access to the book-entry system of DTC is
also available to others, such as banks, brokers, dealers and trust companies,
which clear through or maintain a custodial relationship with a participant,
either directly or indirectly.

     Clearstream Luxembourg advises that it is incorporated under the laws of
Luxembourg as a bank. Clearstream Luxembourg holds securities for its customers,
which we refer to as "Clearstream Luxembourg Customers," and facilitates the
clearance and settlement of securities transactions between Clearstream
Luxembourg Customers through electronic book-entry transfers between their
accounts. Clearstream Luxembourg provides to Clearstream Luxembourg Customers,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream Luxembourg interfaces with domestic securities markets in
over 30 countries through established depositary and custodial relationships. As
a bank, Clearstream Luxembourg is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector, also known as the
Commission de Surveillance du Secteur Financier. Clearstream Luxembourg
Customers are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Clearstream Luxembourg's customers
within the United States are limited to securities brokers and dealers and
banks. Indirect access to Clearstream Luxembourg is also available to other
institutions such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Clearstream Luxembourg
Customer.

                                       13



     Distributions with respect to the notes held through Clearstream Luxembourg
will be credited to cash accounts of Clearstream Luxembourg Customers in
accordance with its rules and procedures, to the extent received by the U.S.
depositary for Clearstream Luxembourg.

     Euroclear advises that it was created in 1968 to hold securities for its
participants, which we refer to as "Euroclear Participants," and to clear and
settle transactions between Euroclear Participants through simultaneous
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Euroclear provides various other services,
including securities lending and borrowing, and interfaces with domestic markets
in several countries. Euroclear is operated by Euroclear Bank S.A./N.V., which
we refer to as the "Euroclear Operator." All operations are conducted by the
Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear
Participants include banks, including central banks, securities brokers and
dealers and other professional financial intermediaries, including the initial
purchasers. Indirect access to Euroclear is also available to other firms that
clear through or maintain a custodial relationship with a Euroclear Participant,
either directly or indirectly.

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law,
which we refer to collectively as the "Terms and Conditions." The Terms and
Conditions govern transfers of securities and cash within Euroclear, withdrawals
of securities and cash from Euroclear and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Terms and Conditions
only on behalf of Euroclear Participants and has no record of or relationship
with persons holding through Euroclear Participants.

     Distributions with respect to the notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. depositary for
Euroclear.

     Euroclear further advises that investors that acquire, hold and transfer
interests in the notes by book-entry through accounts with the Euroclear
Operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary, as
well as the laws and contractual provisions governing the relationship between
such an intermediary and each other intermediary, if any, standing between
themselves and the global notes.

     The Euroclear Operator advises that under Belgian law investors that are
credited with securities on the records of the Euroclear Operator have a
co-property right in the fungible pool of interests in securities on deposit
with the Euroclear Operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear Operator, Euroclear Participants will have a right under Belgian law
to the return of the amount and type of interests in securities credited to
their accounts with the Euroclear Operator. If the Euroclear Operator does not
have a sufficient amount of interests in securities on deposit of a particular
type to cover the claims of all Euroclear Participants credited with such
interests in securities on the Euroclear Operator's records, all Euroclear
Participants having an amount of interests in securities of such type credited
to their accounts with the Euroclear Operator would have the right under Belgian
law to the return of their pro rata share of the amount of interests in
securities actually on deposit.

     Under Belgian law, the Euroclear Operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it, such as
dividends, voting rights and other entitlements, to any person credited with
such interests in securities on its records.

     DTC has advised that pursuant to procedures established by it (1) upon the
issuance by us of the notes, DTC credited the accounts of participants
designated by the initial purchasers with the principal amount of the notes
purchased by the initial purchasers and (2) ownership of beneficial interests in
the notes was shown on, and the transfer of that ownership was effected only
through, records maintained by DTC with respect to its participants' interests,
the participants and the indirect participants. The laws of some jurisdictions
require that certain persons take physical delivery in definitive form of
securities that they own. Consequently, the ability to transfer beneficial
interests in the global notes is limited to such extent.

                                       14



     So long as a nominee of DTC is the registered owner of the global notes,
such nominee will be considered the sole owner or holder of the global notes for
all purposes under the indenture. Except as provided below, owners of beneficial
interests in the global notes will not be entitled to have the notes registered
in their names, will not receive or be entitled to receive physical delivery of
the notes in definitive form and will not be considered the owners or holders
thereof under the indenture.

     Neither we, the trustee, any paying agent nor the registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global notes,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     Payments of principal of, and interest on, the global notes registered in
the name of DTC's nominee will be made by us, through the paying agent, to DTC's
nominee as the registered owner of the global notes. Under the terms of the
indenture, we and the trustee will treat the persons in whose names the global
notes are registered as the owners of such notes for the purpose of receiving
payments of principal of, and interest on, such notes, receiving notices with
respect to such notes and for all other purposes whatsoever. Therefore, neither
the trustee nor any paying agent has any direct responsibility or liability for
the payment of principal of, or interest on, the notes to owners of beneficial
interests in the global notes. DTC has advised the trustee that its present
practice is, upon receipt of any payment of principal or interest, to credit
immediately the accounts of the participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interests in the global notes as shown on the records of DTC. Payments by
participants and indirect participants to owners of beneficial interests in the
global notes will be governed by standing instructions and customary practices,
and will be the responsibility of such participants or indirect participants.

     If DTC is at any time unwilling, unable or ineligible to continue as
depositary with respect to either series of notes and a successor depositary is
not appointed by us within 90 days, we will issue the notes of that series in
definitive form in exchange for the global notes. In addition, we may at any
time determine not to have the notes of either series represented by global
notes and, in such event, will issue the notes of that series in definitive form
in exchange for the global notes of that series. In either instance, an owner of
a beneficial interest in the global notes will be entitled to have notes equal
in principal amount to such beneficial interest registered in its name and will
be entitled to physical delivery of such notes in definitive form. The notes so
issued in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without coupons.

     The trustee may require notes surrendered for exchange or transfer to be
accompanied by satisfactory instruments of transfer. If at any time the notes of
either series are issued in definitive form, interest will be paid by check
mailed on or before the interest payment date, by first class mail, to the
holders thereof, unless we determine otherwise. We will notify the holders as to
any alternative method of payment we elect. Payments of principal of definitive
notes will be made against surrender of the notes at the principal office in the
United States of the trustee, as paying agent and at the offices of the
Luxembourg Paying Agent in Luxembourg.

     Title to book-entry interests in the notes will pass by book-entry
registration of the transfer within the records of Clearstream Luxembourg,
Euroclear or DTC, as the case may be, in accordance with their respective
procedures. Book-entry interests in the notes may be transferred within
Clearstream Luxembourg and within Euroclear and between Clearstream Luxembourg
and Euroclear in accordance with procedures established for these purposes by
Clearstream Luxembourg and Euroclear. Book-entry interests in the notes may be
transferred within DTC in accordance with procedures established for this
purpose by DTC. Transfers of book-entry interests in the notes among Clearstream
Luxembourg and Euroclear and DTC may be effected in accordance with procedures
established for this purpose by Clearstream Luxembourg, Euroclear and DTC.

     RULE 144A AND REGULATION S NOTES. Restricted notes issued in reliance on
Rule 144A under the Securities Act and notes issued under Regulations S under
the Securities Act are initially represented by one or more global restricted
notes, in definitive, fully registered form without interest coupons and have
been deposited with DTC. Global restricted notes issued in reliance on Rule 144A
(and any notes issued in exchange therefor), as well as temporary Regulation S
global restricted notes, including beneficial interests in these global
restricted notes, are subject to certain restrictions on transfer set forth
therein and in the indenture and bear a legend regarding such restrictions.

     Restricted notes issued in reliance on Regulation S were initially
represented by one or more temporary global restricted notes, in fully
registered form without interest coupons registered in the name of a nominee of

                                       15



Euroclear or Clearstream Luxembourg or both and deposited with DTC for the
accounts of Euroclear and Clearstream Luxembourg. When the distribution
compliance period (as defined below) terminates and the trustee receives written
certification (in the form provided in the indenture) from Euroclear or
Clearstream Luxembourg, as the case may be, and Euroclear or Clearstream
Luxembourg receives written certification (in the form provided in the
indenture) from beneficial owners of the temporary global restricted notes
issued in reliance on Regulation S that the note or notes with respect to which
such certifications are made are not owned by or for persons who are U.S.
persons or for purposes of resale directly or indirectly to a U.S. person or to
a person within the United States or its possessions, the trustee will exchange
the portion of the temporary Regulation S global restricted notes covered by
such certifications for interests in the Regulation S global restricted notes.

     Until the 40th day after the latest of the commencement of the offering of
the restricted notes and the original date of issuance of the restricted notes
(such period, the "distribution compliance period"), beneficial interests in the
temporary global notes issued in reliance on Regulation S were to be held only
through Euroclear or Clearstream Luxembourg, unless delivery is made through the
global restricted notes in accordance with the certification requirements
described below. After the distribution compliance period, an appropriate
certification will be required in order to transfer beneficial interests in the
temporary global restricted notes issued in reliance on Regulation S but these
transfer certifications will not be required in respect of the Regulation S
global restricted notes.

     The exchange notes will be issued in fully registered form without interest
coupons, and will be represented by one or more permanent global exchange notes
in definitive, fully registered form without interest coupons, and will be
deposited with the trustee as custodian for, and registered in the name of, the
depositary's nominee.

     GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES

     The initial settlement for the restricted notes was made in immediately
available funds. Secondary market trading between DTC participants will occur in
the ordinary way in accordance with DTC's rules and will be settled in
immediately available funds using its Same-Day Funds Settlement System.
Secondary market trading between Clearstream Luxembourg Customers and Euroclear
Participants will occur in the ordinary way in accordance with applicable rules
and operating procedures of Clearstream Luxembourg and Euroclear and will be
settled using the procedures applicable to conventional Eurobonds in immediately
available funds.

     Cross-market transfers between persons holding directly or indirectly
through DTC on the one hand, and directly or indirectly through Clearstream
Luxembourg Customers or Euroclear Participants, on the other hand, will be
effected in DTC in accordance with its rules on behalf of the relevant European
international clearing system. However, such cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines, in European time. The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its U.S. depositary to take
action to effect final settlement on its behalf by delivering interests in the
notes to or receiving interests in the notes from DTC, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Clearstream Luxembourg Customers and Euroclear Participants
may not deliver instructions directly to DTC.

     Because of time-zone differences, credits of interests in the notes
received in Clearstream Luxembourg or Euroclear as a result of a transaction
with a DTC participant will be made during subsequent securities settlement
processing and dated the business day following the DTC settlement date. These
credits or any transactions involving interests in the notes settled during this
processing will be reported to the relevant Clearstream Luxembourg Customers or
Euroclear Participants on that business day. Cash received in Clearstream
Luxembourg or Euroclear as a result of sales of interests in the notes by or
through a Clearstream Luxembourg Customer or a Euroclear Participant to a DTC
participant will be received with value on the DTC settlement date but will be
available in the relevant Clearstream Luxembourg or Euroclear cash account only
as of the business day following settlement in DTC.

     Although DTC, Clearstream Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of interests in the notes
among participants of DTC, Clearstream Luxembourg and Euroclear, they are under
no obligation to perform or continue to perform such procedures and such
procedures may be changed or discontinued at any time.

                                       16



INFORMATION CONCERNING THE TRUSTEE

     The trustee, except when there is an event of default, will perform only
those duties as are specifically stated in the indenture. After the occurrence
and during the continuation of an event of default, the trustee must use the
same degree of care as a prudent person would exercise or use in the conduct of
his or her own affairs. Except as provided in the preceding sentence, the
trustee is not required to exercise any of the powers given it by the indenture
at the request of any holder of notes unless it is offered reasonable security
and indemnity against the costs, expenses and liabilities that it might incur.
The trustee is not required to spend or risk its own money or otherwise become
financially liable while performing its duties unless it reasonably believes
that it will be repaid or receive adequate indemnity.

PAYMENT AND PAYING AGENTS

     We will pay interest on any notes to the person in whose name the notes are
registered on the regular record date for interest.

     We will pay principal of, and interest on, the notes at the office of the
paying agents designated by us, except that we may pay interest by check mailed
to the holder. The corporate trust office of the agency of the trustee in the
City of New York will be our paying agent for payments. We will be required to
maintain a paying agent in each place of payment for the notes, and as long as
the notes are listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, we will maintain a paying agent in Luxembourg. The
Luxembourg Paying Agent currently is the Bank of New York (Luxembourg) S.A.

     All moneys we pay to a paying agent or the trustee for the payment of
principal of, or interest on, a note which remains unclaimed at the end of two
years will be repaid to us, and the holder of the note may then look only to us
for payment.

REGISTRATION RIGHTS

     The restricted notes have not been registered under the Securities Act,
and, therefore, may not be freely resold. Instead, any sale of restricted notes
must comply with certain transfer restrictions. However, we have entered into a
registration rights agreement dated March 19, 2002 with the initial purchasers
in which we agreed to conduct a registered exchange offer (and this prospectus
relates to that exchange offer).

     The following is a summary of certain material provisions of the
registration rights agreement. Because this section is a summary, it does not
describe every aspect of the registration rights agreement. This summary is
subject to, and qualified in its entirety by reference to, all the provisions of
the registration rights agreement, including definitions of certain terms used
in it. You may obtain a copy of the registration rights agreement by requesting
one from us or, for so long as the notes are listed on the Luxembourg Stock
Exchange, at the specified office of the paying agent in Luxembourg. In
addition, the information set forth below concerning certain interpretations of
and positions taken by the staff of the SEC is not intended to constitute legal
advice, and prospective investors should consult their own legal advisors with
respect to such matters.

     In the event that applicable interpretations of the staff of the Securities
and Exchange Commission do not permit MMC to effect the exchange offer, the
exchange offer is not for any other reason consummated by September 13, 2002, or
under other specified circumstances, MMC will, at its cost, use reasonable best
efforts to cause to become effective a shelf registration statement with respect
to resales of the restricted notes. MMC will use its reasonable best efforts to
keep such shelf registration statement effective until the expiration of the
time period referred to in Rule 144(k) under the Securities Act after the
original date of issuance of the restricted notes, or such shorter period that
will terminate when all restricted notes covered by the shelf registration
statement have been sold pursuant to the shelf registration statement. MMC will,
in the event of such a shelf registration, provide to each holder of the
restricted notes copies of the prospectus, notify each holder of the restricted
notes when the shelf registration statement for the restricted notes has become
effective and take certain other actions as are required to permit resales of
the restricted notes under the shelf registration statement. A holder that sells
its restricted notes pursuant to the shelf registration statement:

     o    generally will be required to be named as a selling security holder in
          the related prospectus and to deliver a prospectus to purchasers;

                                       17



     o    will be subject to certain of the civil liability provisions under the
          Securities Act in connection with such sales; and

     o    will be bound by the provisions of the registration rights agreement
          that are applicable to such a holder (including indemnification
          obligations).

     In the event that the exchange offer is not consummated and a shelf
registration statement is not declared effective on or prior to September 13,
2002, the annual interest rate borne by the restricted notes will be increased
by 0.5% over the rate shown on the cover page of this prospectus. Once the
exchange offer is consummated or a shelf registration statement is declared
effective, the annual interest rate borne by the restricted notes shall be
changed to again be the rate shown on the cover page of this prospectus.

     Application has been made to list the exchange notes on the Luxembourg
Stock Exchange. All notices regarding the exchange notes, the beginning of the
exchange offer period and the result of the exchange offer will be published in
a daily newspaper having general circulation in Luxembourg (which is expected to
be the LUXEMBURGER WORT).

     Copies of all documentation in connection with the exchange offer will be
available and all actions necessary in connection with the exchange offer can be
carried out during normal business hours on any business day at the office of
the Luxembourg Agent for the exchange notes. We will advise the Luxembourg Stock
Exchange when the exchange offer opens and closes and will provide the
Luxembourg Stock Exchange with a supplementary listing memorandum providing the
new code, deposit date, exchange amount and principal amount of notes and
exchange notes outstanding.

APPLICABLE LAW

     The notes and the indenture will be governed by and construed in accordance
with the laws of the State of New York.

                                       18



                               THE EXCHANGE OFFER

     We initially sold $750,000,000 aggregate principal amount of restricted
notes on March 19, 2002 to J.P. Morgan Securities Inc., Salomon Smith Barney
Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital
Markets, Inc., Credit Lyonnais Securities (USA) Inc., Deutsche Banc Alex. Brown
Inc., Fleet Securities, Inc. and Scotia Capital (USA) Inc., collectively
referred to as the "initial purchasers," pursuant to a purchase agreement dated
March 12, 2002 among the initial purchasers and us. The initial purchasers
subsequently resold the restricted notes only:

     o    in the United States to "qualified institutional buyers," as defined
          in and in compliance with Rule 144A under the Securities Act of 1993,
          and

     o    outside the United States in compliance with Regulation S under the
          Securities Act.

     In connection with the offering of the restricted notes, we and the initial
purchasers entered into a registration rights agreement dated March 19, 2002, in
which we agreed, among other things:

          (1)  to file a registration statement relating to a registered
     exchange offer for the restricted notes with the SEC on or prior to the
     90th day after the restricted notes were first issued;

          (2)  to use our reasonable best efforts to cause the SEC to declare
     the registration statement effective under the Securities Act no later than
     the 150th day after the restricted notes were first issued; and

          (3)  to use our reasonable best efforts to complete the exchange offer
     no later than the 180th day after the restricted notes were first issued.

     In the event that applicable interpretations of the staff of the SEC do not
permit us to effect the exchange offer, the exchange offer is not for any other
reason consummated on or prior to September 13, 2002, or under other specified
circumstances, we also agreed:

     o    to use reasonable best efforts to file and cause to be declared
          effective a shelf registration statement relating to the offer and
          sale of restricted notes by the holders of restricted notes; and

     o    to use reasonable best efforts to keep such shelf registration
          statement effective until the expiration of the time period referred
          to in Rule 144(k) or until all restricted notes covered by the shelf
          registration statement have been sold or cease to be outstanding.

     The registration rights agreement provides, in the event the exchange offer
is not consummated and a shelf registration statement is not declared effective
on or prior to September 13, 2002, that the annual interest rate borne by the
restricted notes will be increased by 0.5% over the rate shown on the cover page
of this prospectus. Once the exchange offer is consummated or a shelf
registration statement is declared effective, the annual interest rate borne by
the restricted notes shall be changed to again be the rate shown on the cover
page of this prospectus.

     The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of restricted notes in any jurisdiction in which the
exchange offer or acceptance of the exchange offer would violate the securities
or blue sky laws of that jurisdiction.

TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING RESTRICTED SECURITIES

     This prospectus and the accompanying letter of transmittal contain the
terms and conditions of the exchange offer. Upon the terms and subject to the
conditions included in this prospectus and in the accompanying letter of
transmittal, which together are the exchange offer, we will accept for exchange
restricted notes which are properly tendered on or prior to the expiration date,
unless you have previously withdrawn them.

     o    When you tender to us restricted notes as provided below, our
          acceptance of the restricted notes will constitute a binding agreement
          between you and us upon the terms and subject to the conditions in
          this prospectus and in the accompanying letter of transmittal.

     o    For each $1,000 principal amount of restricted notes surrendered to us
          in the exchange offer, we will give you $1,000 principal amount of the
          corresponding series of exchange notes.

     o    We will keep the exchange offer open for not less than 20 business
          days, or longer if required by applicable law, after the date that we
          first mail notice of the exchange offer to the holders of the

                                       19



          restricted notes. We are sending this prospectus, together with the
          letter of transmittal, on or about the date of this prospectus to all
          of the registered holders of restricted notes at their addresses
          listed in the trustee's security registers with respect to the
          restricted notes.

     o    The exchange offer expires at 5:00 p.m., New York City time, on      ,
          2002; PROVIDED, HOWEVER, that we, in our sole discretion, may extend
          the period of time for which the exchange offer is open with respect
          to either series of notes. The term "expiration date" means, with
          respect to either series of notes, 2002 or, if extended by us, the
          latest time and date to which the exchange offer is extended with
          respect to such series of notes.

     o    As of the date of this prospectus, $500,000,000 in aggregate principal
          amount of the 2007 restricted notes and $250,000,000 in aggregate
          principal amount of the 2012 restricted notes were outstanding. The
          exchange offer is not conditioned upon any minimum principal amount of
          restricted notes being tendered.

     o    Our obligation to accept restricted notes for exchange in the exchange
          offer is subject to the conditions that we describe in the section
          called "--Conditions to the Exchange Offer" below.

     o    We expressly reserve the right, at any time, to extend the period of
          time during which the exchange offer is open, and thereby delay
          acceptance of any restricted notes, by giving oral or written notice
          of an extension to the exchange agent and notice of that extension to
          the holders as described below. During any extension, all restricted
          notes previously tendered will remain subject to the exchange offer
          unless withdrawal rights are exercised. Any restricted notes not
          accepted for exchange for any reason will be returned without expense
          to the tendering holder as promptly as practicable after the
          expiration or termination of the exchange offer.

     o    We expressly reserve the right to amend or terminate the exchange
          offer, and not to accept for exchange any restricted notes that we
          have not yet accepted for exchange, if any of the conditions of the
          exchange offer specified below under "--Conditions to the Exchange
          Offer" are not satisfied.

     o    We will give oral or written notice of any extension, amendment,
          termination or non-acceptance described above to holders of the
          applicable restricted notes as promptly as practicable. If we extend
          the expiration date, we will give notice by means of a press release
          or other public announcement no later than 9:00 a.m., New York City
          time, on the business day after the previously scheduled expiration
          date. Without limiting the manner in which we may choose to make any
          public announcement and subject to applicable law, we will have no
          obligation to publish, advertise or otherwise communicate any public
          announcement other than by issuing a release to the Dow Jones News
          Service.

     o    Holders of restricted notes do not have any appraisal or dissenters'
          rights in connection with the exchange offer.

     o    We are not soliciting any proxies in connection with the exchange
          offer.

     o    Restricted notes which are not tendered for exchange or are tendered
          but not accepted in connection with the exchange offer will remain
          outstanding and be entitled to the benefits of the indenture, but will
          not be entitled to any further registration rights under the
          registration rights agreement.

     o    We intend to conduct the exchange offer in accordance with the
          applicable requirements of the Exchange Act and the rules and
          regulations of the SEC thereunder.

     o    By executing, or otherwise becoming bound by, the letter of
          transmittal, you will be making the representations described below to
          us. See "--Resales of the Exchange Notes."

IMPORTANT RULES CONCERNING THE EXCHANGE OFFER

     You should note that:

     o    All questions as to the validity, form, eligibility, time of receipt
          and acceptance of restricted notes tendered for exchange will be
          determined by MMC in its sole discretion, which determination shall be
          final and binding.

                                       20



     o    We reserve the absolute right to reject any and all tenders of any
          particular restricted notes not properly tendered or to not accept any
          particular restricted notes which acceptance might, in our judgment or
          the judgment of our counsel, be unlawful.

     o    We also reserve the absolute right to waive any defects or
          irregularities or conditions of the exchange offer as to any
          particular restricted notes either before or after the expiration
          date, including the right to waive the ineligibility of any holder who
          seeks to tender restricted notes in the exchange offer. Unless we
          agree to waive any defect or irregularity in connection with the
          tender of restricted notes for exchange, you must cure any defect or
          irregularity within any reasonable period of time as we shall
          determine.

     o    Our interpretation of the terms and conditions of the exchange offer
          as to any particular restricted notes either before or after the
          expiration date shall be final and binding on all parties.

     o    Neither MMC, the exchange agent nor any other person shall be under
          any duty to give notification of any defect or irregularity with
          respect to any tender of restricted notes for exchange, nor shall any
          of them incur any liability for failure to give any notification.

PROCEDURES FOR TENDERING RESTRICTED NOTES

WHAT TO SUBMIT AND HOW

     If you, as the registered holder of a restricted note, wish to tender
restricted notes for exchange in the exchange offer, you must either transmit a
properly completed and duly executed letter of transmittal to State Street Bank
and Trust Company at the address set forth below under "Exchange Agent"or
transmit an agent's message, as defined below, on or prior to the expiration
date.

     In addition,

               (1)  certificates for the tendered restricted notes must be
          received by the exchange agent along with the letter of transmittal,
          OR

               (2)  a timely confirmation of a book-entry transfer of restricted
          notes, if such procedure is available, into the exchange agent's
          account at DTC using the procedure for book-entry transfer described
          below and an agent's message, must be received by the exchange agent
          prior to the expiration date, OR

               (3)  you must comply with the guaranteed delivery procedures
          described below.

THE METHOD OF DELIVERY OF RESTRICTED NOTES, LETTERS OF TRANSMITTAL AND NOTICES
OF GUARANTEED DELIVERY IS AT YOUR ELECTION AND RISK. IF DELIVERY IS BY MAIL, WE
RECOMMEND THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED,
BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY. NO LETTERS OF TRANSMITTAL OR RESTRICTED NOTES SHOULD BE SENT TO MMC.

HOW TO SIGN YOUR LETTER OF TRANSMITTAL AND OTHER DOCUMENTS

     Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the restricted notes being surrendered
for exchange are tendered:

               (1)  by a registered holder of the restricted notes who has not
          completed the box entitled "Special Issuance Instructions" or "Special
          Delivery Instructions" on the letter of transmittal or

               (2)  for the account of an eligible institution.

     If signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, the guarantees must be by one of the
following eligible institutions:

     o    a firm which is a member of a registered national securities exchange
          or a member of the National Association of Securities Dealers, Inc.,
          or

     o    a commercial bank or trust company having an office or correspondent
          in the United States.

                                       21



     If the letter of transmittal is signed by a person or persons other than
the registered holder or holders of the restricted notes, the restricted notes
must be endorsed or accompanied by appropriate powers of attorney, in either
case signed exactly as the name or names of the registered holder or holders
that appear on the restricted notes and with the signature guaranteed.

     If the letter of transmittal or any restricted notes or powers of attorney
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers or corporations or others acting in a fiduciary or representative
capacity, the person should so indicate when signing and, unless waived by MMC,
proper evidence satisfactory to MMC of its authority to so act must be
submitted.

ACCEPTANCE OF RESTRICTED NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

     Once all of the conditions to the exchange offer are satisfied or waived,
we will accept, promptly after the expiration date, all restricted notes
properly tendered and will issue the exchange notes promptly after acceptance of
the restricted notes. See "--Conditions to the Exchange Offer" below. For
purposes of the exchange offer, our giving of oral or written notice of our
acceptance to the exchange agent will be considered our acceptance of the
exchange offer.

     In all cases, we will issue exchange notes in exchange for restricted notes
that are accepted for exchange only after timely receipt by the exchange agent
of:

     o    certificates for restricted notes or a timely book-entry confirmation
          of transfer of restricted notes into the exchange agent's account at
          DTC using the book-entry transfer procedures described below, AND

     o    a properly completed and duly executed letter of transmittal or an
          agent's message in lieu thereof, as the case may be.

     If we do not accept any tendered restricted notes for any reason included
in the terms and conditions of the exchange offer or if you submit certificates
representing restricted notes in a greater principal amount than you wish to
exchange, we will return any unaccepted or non-exchanged restricted notes
without expense to the tendering holder or, in the case of restricted notes
tendered by book-entry transfer into the exchange agent's account at DTC using
the book-entry transfer procedures described below, non-exchanged restricted
notes will be credited to an account maintained with DTC as promptly as
practicable after the expiration or termination of the exchange offer.

BOOK-ENTRY TRANSFER

     The exchange agent will make a request to establish an account with respect
to the restricted notes at DTC for purposes of the exchange offer promptly after
the date of this prospectus. Any financial institution that is a participant in
DTC's systems may make book-entry delivery of restricted notes by causing DTC to
transfer restricted notes into the exchange agent's account in accordance with
DTC's Automated Tender Offer Program procedures for transfer. However, the
exchange for the restricted notes so tendered will only be made after timely
confirmation of book-entry transfer of restricted notes into the exchange
agent's account, and timely receipt by the exchange agent of an agent's message,
transmitted by DTC and received by the exchange agent and forming a part of a
book-entry confirmation. The agent's message must state that DTC has received an
express acknowledgment from the participant tendering restricted notes that are
the subject of that book-entry confirmation that the participant has received
and agrees to be bound by the terms of the letter of transmittal, and that we
may enforce the agreement against that participant.

     If your restricted notes are held through DTC, you must complete a form
called "instructions to registered holder and/or book-entry participant," which
will instruct the DTC participant through which you hold your securities of your
intention to tender your restricted notes or not tender your restricted notes.
Please note that delivery of documents to DTC in accordance with its procedures
does not constitute delivery to the exchange agent and we will not be able to
accept your tender of securities until the exchange agent receives a letter of
transmittal or a book-entry confirmation from DTC with respect to your
securities. A copy of that form is available from the exchange agent.

                                       22



GUARANTEED DELIVERY PROCEDURES

     If you are a registered holder of restricted notes and you want to tender
your restricted notes but your restricted notes are not immediately available,
or time will not permit your restricted notes to reach the exchange agent before
the expiration date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if

               (1)  the tender is made through an eligible institution,

               (2)  prior to the expiration date, the exchange agent receives,
          by facsimile transmission, mail or hand delivery, from that eligible
          institution a properly completed and duly executed letter of
          transmittal and notice of guaranteed delivery, substantially in the
          form provided by us, stating:

                    o    the name and address of the holder of restricted notes

                    o    the amount of restricted notes tendered

                    o    that the tender is being made by delivering that notice
                         and guaranteeing that within three New York Stock
                         Exchange trading days after the date of execution of
                         the notice of guaranteed delivery, the certificates of
                         all physically tendered restricted notes, in proper
                         form for transfer, or a book-entry confirmation, as the
                         case may be, will be deposited by that eligible
                         institution with the exchange agent, and

               (3)  the certificates for all physically tendered restricted
          notes, in proper form for transfer, or a book-entry confirmation, as
          the case may be, are received by the exchange agent within three New
          York Stock Exchange trading days after the date of execution of the
          notice of guaranteed delivery.

WITHDRAWAL RIGHTS

     You can withdraw your tender of restricted notes at any time on or prior to
the expiration date.

     For a withdrawal to be effective, a written notice of withdrawal must be
received by the exchange agent at one of the addresses listed below under
"--Exchange Agent." Any notice of withdrawal must specify:

     o    the name of the person having tendered the restricted notes to be
          withdrawn,

     o    the restricted notes to be withdrawn,

     o    the principal amount of the restricted notes to be withdrawn,

     o    if certificates for restricted notes have been delivered to the
          exchange agent, the name in which the restricted notes are registered,
          if different from that of the withdrawing holder,

     o    if certificates for restricted notes have been delivered or otherwise
          identified to the exchange agent, then, prior to the release of those
          certificates, you must also submit the serial numbers of the
          particular certificates to be withdrawn and a signed notice of
          withdrawal with signatures guaranteed by an eligible institution
          unless you are an eligible institution, and

     o    if restricted notes have been tendered using the procedure for
          book-entry transfer described above, any notice of withdrawal must
          specify the name and number of the account at DTC to be credited with
          the withdrawn restricted notes and otherwise comply with the
          procedures of that facility.

     Please note that all questions as to the validity, form, eligibility and
time of receipt of notices of withdrawal will be determined by us, and our
determination shall be final and binding on all parties. Any restricted notes so
withdrawn will be considered not to have been validly tendered for exchange for
purposes of the exchange offer.

     If you have properly withdrawn restricted notes and wish to re-tender them,
you may do so by following one of the procedures described under "--Procedures
for Tendering Restricted Notes" above at any time on or prior to the expiration
date.

CONDITIONS TO THE EXCHANGE OFFER

     Notwithstanding any other provisions of the exchange offer, we will not be
required to accept for exchange, or to issue exchange notes in exchange for, any
restricted notes and may terminate or amend the exchange offer, if at

                                       23



any time before the acceptance of restricted notes for exchange or the exchange
of the exchange notes for restricted notes, that acceptance or issuance would
violate applicable law or any interpretation of the staff of the SEC.

     That condition is for our sole benefit and may be asserted by us regardless
of the circumstances giving rise to that condition. Our failure at any time to
exercise the foregoing rights shall not be considered a waiver by us of that
right. Our rights described in the prior paragraph are ongoing rights which we
may assert at any time and from time to time.

     In addition, we will not accept for exchange any restricted notes tendered,
and no exchange notes will be issued in exchange for any restricted notes, if at
that time any stop order shall be threatened or in effect with respect to the
exchange offer or the qualification of the indenture under the Trust Indenture
Act.

EXCHANGE AGENT

     State Street Bank and Trust Company has been appointed as the exchange
agent for the exchange offer. All executed letters of transmittal should be
directed to the exchange agent at one of the addresses set forth below.
Questions and requests for assistance regarding exchange procedure should be
directed to the exchange agent, addressed as follows:

                                   Deliver To:

               State Street Bank and Trust Company, Exchange Agent
                              2 Avenue de Lafayette
                           Boston, Massachusetts 02111
                                Attn: Ralph Jones

                            FACSIMILE TRANSMISSIONS:
                                  617-662-1452

                             TO CONFIRM BY TELEPHONE
                               OR FOR INFORMATION:
                                  617-662-1548

     State Street Bank and Trust Company also serves as trustee under the
indenture.

     DELIVERY TO AN ADDRESS OTHER THAN AS LISTED ABOVE OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS LISTED ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.

     Requests for additional copies of this prospectus or of the letter of
transmittal and notices of guaranteed delivery should be directed to Georgeson
Shareholder Communications Inc. at 212-440-9800. All other questions should be
directed to Investor Relations, Marsh & McLennan Companies, Inc., 1166 Avenue of
the Americas, New York, New York 10036-2774 (telephone number: 212-345-5475).

     FEES AND EXPENSES

     The principal solicitation is being made by mail; however, additional
solicitation may be made by telegraph, telephone or in person by our officers,
regular employees and affiliates. We will not pay any additional compensation to
any of our officers and employees who engage in soliciting tenders. We will not
make any payment to brokers, dealers or others soliciting acceptances of the
exchange offer. However, we will pay the exchange agent reasonable and customary
fees for its services and will reimburse it for its reasonable out-of-pocket
expenses in connection with the exchange offer.

     The estimated cash expenses to be incurred in connection with the exchange
offer, including legal, accounting, SEC filing, printing and exchange agent
expenses, will be paid by us and are estimated in the aggregate to be $200,000.

TRANSFER TAXES

     Holders who tender their restricted notes for exchange will not be
obligated to pay any transfer taxes in connection therewith, except that holders
who instruct us to register exchange notes in the name of, or request that
restricted notes not tendered or not accepted in the exchange offer be returned
to, a person other than the registered tendering holder will be responsible for
the payment of any applicable transfer tax thereon.

                                       24



RESALE OF THE EXCHANGE NOTES

     Under existing interpretations of the staff of the SEC contained in several
no-action letters to third parties, the exchange notes would in general be
freely transferable after the exchange offer without further registration under
the Securities Act. The relevant no-action letters include the EXXON CAPITAL
HOLDINGS CORPORATION letter, which was made available by the SEC on May 13,
1988, and the MORGAN STANLEY & CO. INCORPORATED letter, made available on June
5, 1991.

     However, any purchaser of restricted notes who is an "affiliate" of MMC or
who intends to participate in the exchange offer for the purpose of distributing
the exchange notes:

                    (1)  will not be able to rely on the interpretation of the
               staff of the SEC,

                    (2)  will not be able to tender its restricted notes in the
               exchange offer, and

                    (3)  must comply with the registration and prospectus
               delivery requirements of the Securities Act in connection with
               any sale or transfer of the securities unless that sale or
               transfer is made using an exemption from those requirements.

     By executing, or otherwise becoming bound by, the letter of transmittal
each holder of the restricted notes will represent that:

                    (1)  it is not our "affiliate";

                    (2)  any exchange notes to be received by it were acquired
               in the ordinary course of its business; and

                    (3)  it has no arrangement or understanding with any person
               to participate, and is not engaged in and does not intend to
               engage, in the "distribution," within the meaning of the
               Securities Act, of the exchange notes.

     In addition, in connection with any resales of exchange notes, any
broker-dealer participating in the exchange offer who acquired securities for
its own account as a result of market-making or other trading activities must
deliver a prospectus meeting the requirements of the Securities Act. The SEC has
taken the position in the SHEARMAN & STERLING no-action letter, which it made
available on July 2, 1993, that participating broker-dealers may fulfill their
prospectus delivery requirements with respect to the exchange notes, other than
a resale of an unsold allotment from the original sale of the restricted notes,
with the prospectus contained in the exchange offer registration statement. We
have agreed that, for a period of one year after the expiration date, we will
make this prospectus, as amended or supplemented, available to any broker-dealer
for use in connection with any resale of exchange notes received by it in
exchange for restricted notes.

          MATERIAL UNITED STATES TAX CONSEQUENCES OF THE EXCHANGE OFFER

     The exchange of restricted notes for exchange notes in the exchange offer
will not result in any United States federal income tax consequences to holders
because the exchange notes will not be considered to differ materially in kind
or in extent from the restricted notes. When a holder exchanges a restricted
note for an exchange note in the exchange offer, the holder will have the same
adjusted basis and holding period in the exchange note as in the restricted note
immediately before the exchange.

     YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES
ARISING UNDER STATE, LOCAL, OR FOREIGN LAWS OF THE EXCHANGE OF RESTRICTED NOTES
FOR EXCHANGE NOTES.

                                       25



                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for restricted notes where
restricted notes were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of one year after the
expiration date, we will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any resale of exchange
notes received by it in exchange for restricted notes. In addition, until
         , 2002, all dealers effecting transactions in the exchange securities
may be required to deliver a prospectus.

     We will not receive any proceeds from any sale of exchange notes by
broker-dealers.

     Exchange notes received by broker-dealers for their own account in the
exchange offer may be sold from time to time in one or more transactions

     o    in the over-the-counter market

     o    in negotiated transactions

     o    through the writing of options on the exchange notes or

     o    in a combination of those methods of resale

at market prices prevailing at the time of resale, at prices related to
prevailing market prices or at negotiated prices.

     Any resale may be made

     o    directly to purchasers or

     o    to or through brokers or dealers who may receive compensation in the
          form of commissions or concessions from any broker-dealer or the
          purchasers of any exchange notes.

     Any broker-dealer that resells exchange notes that were received by it for
its own account in the exchange offer and any broker or dealer that participates
in a distribution of those exchange notes may be considered to be an
"underwriter" within the meaning of the Securities Act. Any profit on any resale
of those exchange notes and any commission or concessions received by any of
those persons may be considered to be underwriting compensation under the
Securities Act. The letter of transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be
considered to admit that it is an "underwriter" within the meaning of the
Securities Act.

     For a period of 365 days after the expiration date, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests those documents in the letter of
transmittal. We have agreed to pay all expenses incident to the exchange offer,
including the expenses of one counsel for the holders of the securities, other
than commissions or concessions of any brokers or dealers and will indemnify the
holders of the securities, including any broker-dealers, against some
liabilities, including liabilities under the Securities Act.

                                  LEGAL MATTERS

     The validity of the notes and certain matters pertaining to the notes was
passed upon for MMC by Davis Polk & Wardwell, New York, New York.

                                     EXPERTS

     The consolidated financial statements and related supplemental notes
incorporated in this prospectus by reference from MMC's Annual Report on Form
10-K for the year ended December 31, 2001 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.

                                       26



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to Marsh & McLennan
Companies, Inc. The Delaware General Corporation Law provides that Section 145
is not exclusive of other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. Article VI, Section 1 of Marsh & McLennan Companies,
Inc.'s bylaws provides for indemnification by Marsh & McLennan Companies, Inc.
of its directors, officers and employees to the fullest extent permitted by the
Delaware General Corporation Law.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for unlawful
payments of dividends or unlawful stock repurchases, redemptions or other
distributions, or for any transaction from which the director derived an
improper personal benefit. Marsh & McLennan Companies, Inc.'s certificate of
incorporation provides for such limitation of liability.

     Marsh & McLennan Companies, Inc. maintains standard policies of insurance
under which coverage is provided to its directors and officers against loss
rising from claims made by reason of breach of duty or other wrongful act, and
to Marsh & McLennan Companies, Inc. with respect to payments which may be made
by Marsh & McLennan Companies, Inc. to such officers and directors pursuant to
the above indemnification provision or otherwise as a matter of law.

     The registration rights agreement filed as Exhibit 1.1 to this registration
statement provides for indemnification of directors and officers of Marsh &
McLennan Companies, Inc. by recipients of exchange notes against certain
liabilities.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT NO.                           DOCUMENT

     1.1   Registration Rights Agreement dated as of March 19, 2002 between
           Marsh & McLennan Companies, Inc. and J.P. Morgan Securities Inc. and
           Salomon Smith Barney Inc., as representatives of the initial
           purchasers

     3.1*  Certificate of Incorporation

     3.2** Bylaws

     4.1   Indenture, dated as of March 19, 2002 between Marsh & McLennan
           Companies, Inc. and State Street Bank and Trust Company

     5.1   Opinion of Davis Polk & Wardwell with respect to the exchange notes

    12.1** Computation of Ratio of Earnings to Fixed Charges

    23.1   Consent of Davis Polk & Wardwell (contained in their opinion filed as
           Exhibit 5.1)

    23.2   Consent of Deloitte & Touche LLP

    24.1** Power of Attorney

                                      II-1



EXHIBIT NO.                           DOCUMENT

    25.1   Statement of Eligibility of State Street Bank and Trust Company, as
           Trustee, on Form T-1.

    99.1   Form of Letter of Transmittal

    99.2   Form of Notice of Guaranteed Delivery

    99.3   Form of Letter to Nominees

    99.4   Form of Letter to Clients

    99.5   Form of Instructions to Registered Holder and/or Book-Entry Transfer
           Participant from Owner


- ----------
*    Filed with Marsh & McLennan Companies, Inc.'s Form 10-K for the year ended
     December 31, 1999.

**   Filed with Marsh & McLennan Companies, Inc.'s Form 10-K for the year ended
     December 31, 2001.

ITEM 22. UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by one of our directors,
officers or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

     (c) The undersigned hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b) or 11 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.

     (d) The undersigned hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction that was not
the subject of and included in the registration statement when it became
effective.

                                      II-2



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Marsh &
McLennan Companies, Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on May 3, 2002.

                                      MARSH & MCLENNAN COMPANIES, INC.

                                      By: /s/ Jeffrey W. Greenberg
                                      -----------------------------------------
                                      Name:  Jeffrey W. Greenberg
                                      Title: Chairman & Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

         SIGNATURE                           TITLE                        DATE
         ---------                           -----                        ----

 /s/ Jeffrey W. Greenberg     Chairman & Chief Executive Officer     May 3, 2002
- ---------------------------   (Principal Executive Officer)
   Jeffrey W. Greenberg

  /s/ Sandra S. Wijnberg      Senior Vice President and Chief        May 3, 2002
- ---------------------------   Financial Officer (Principal
    Sandra S. Wijnberg        Financial Officer)

   /s/ Robert J. Rapport      Vice President and Controller
- ---------------------------   (Principal Accounting Officer)         May 3, 2002
     Robert J. Rapport

     Lewis W. Bernard*        Director                               May 3, 2002
- ---------------------------
     Lewis W. Bernard

   Mathis Cabiallavetta*      Director                               May 3, 2002
- ---------------------------
   Mathis Cabiallavetta

       Peter Coster*          Director                               May 3, 2002
- ---------------------------
       Peter Coster

     Charles A. Davis*        Director                               May 3, 2002
- ---------------------------
     Charles A. Davis

     Robert F. Erburu*        Director                               May 3, 2002
- ---------------------------
     Robert F. Erburu

       Oscar Fanjul*          Director                               May 3, 2002
- ---------------------------
       Oscar Fanjul

      Ray J. Groves*          Director                               May 3, 2002
- ---------------------------
      Ray J. Groves

    Stephen R. Hardis*        Director                               May 3, 2002
- ---------------------------
    Stephen R. Hardis

    Gwendolyn S. King*        Director                               May 3, 2002
- ------------------------
    Gwendolyn S. King

- ----------

*    William L. Rosoff, pursuant to Powers of Attorney executed by each of the
     individuals whose name is followed by an (*), by signing his name hereto
     does hereby sign and execute this registration statement of Marsh &
     McLennan Companies, Inc. on behalf of such individual in the capacities in
     which the names of each appear above.

                                                        /s/ William L. Rosoff
                                                      --------------------------
                                                            William L. Rosoff

                                      II-3



             SIGNATURE                   TITLE                           DATE
             ---------                   -----                           ----

The Rt. Hon. Lord Lang of Monkton*      Director                     May 3, 2002
- ----------------------------------
 The Rt. Hon. Lord Lang of Monkton

        Lawrence J. Lasser*             Director                     May 3, 2002
- ----------------------------------
        Lawrence J. Lasser

          David A. Olsen*               Director                     May 3, 2002
- ----------------------------------
          David A. Olsen

          Adele Simmons*                Director                     May 3, 2002
- ----------------------------------
           Adele Simmons

         John T. Sinnott*               Director                     May 3, 2002
- ----------------------------------
          John T. Sinnott

           A.J.C. Smith*                Director                     May 3, 2002
- ----------------------------------
           A.J.C. Smith


- ----------

*    William L. Rosoff, pursuant to Powers of Attorney executed by each of the
     individuals whose name is followed by an (*), by signing his name hereto
     does hereby sign and execute this registration statement of Marsh &
     McLennan Companies, Inc. on behalf of such individual in the capacities in
     which the names of each appear above.

                                                        /s/ William L. Rosoff
                                                      --------------------------
                                                            William L. Rosoff

                                      II-4



                                  EXHIBIT INDEX

EXHIBIT NO.                         DOCUMENT

     1.1   Registration Rights Agreement dated as of March 19, 2002 between
           Marsh & McLennan Companies, Inc. and J.P. Morgan Securities Inc. and
           Salomon Smith Barney Inc., as representatives of the initial
           purchasers

     3.1*  Certificate of Incorporation

     3.2** Bylaws

     4.1   Indenture, dated as of March 19, 2002 between Marsh & McLennan
           Companies, Inc. and State Street Bank and Trust Company

     5.1   Opinion of Davis Polk & Wardwell with respect to the exchange notes

    12.1** Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of
           Davis Polk & Wardwell (contained in their opinion filed as Exhibit
           5.1)

    23.2   Consent of Deloitte & Touche LLP

    24.1** Power of Attorney

    25.1   Statement of Eligibility of State Street Bank and Trust Company, as
           Trustee, on Form T-1.

    99.1   Form of Letter of Transmittal

    99.2   Form of Notice of Guaranteed Delivery

    99.3   Form of Letter to Nominees

    99.4   Form of Letter to Clients

    99.5   Form of Instructions to Registered Holder and/or Book-Entry Transfer
           Participant from Owner

- ----------
*    Filed with Marsh & McLennan Companies, Inc.'s Form 10-K for the year ended
     December 31, 1999.

**   Filed with Marsh & McLennan Companies, Inc.'s Form 10-K for the year ended
     December 31, 2001.

                                      II-5

                                                                     Exhibit 1.1

                        MARSH & MCLENNAN COMPANIES, INC.

                          5.375% Senior Notes due 2007

                           6.25% Senior Notes due 2012

                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  March 19, 2002

J.P. Morgan Securities Inc.
Salomon Smith Barney, Inc.
As Representatives of the Initial Purchasers
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Dear Sirs:

       Marsh & McLennan Companies, Inc., a corporation organized under the laws
of Delaware (the "COMPANY"), has agreed to issue and sell to certain purchasers
(the "INITIAL PURCHASERS"), upon the terms set forth in a purchase agreement
dated March 12, 2002 (the "PURCHASE AGREEMENT"), relating to the initial
placement (the "INITIAL PLACEMENT") of its 5.375% Senior Notes due 2007 and its
6.25% Senior Notes due 2012 (collectively, the "SECURITIES"). To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition of your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "HOLDER" and, together, the
"HOLDERS"), as follows:

       SECTION 1. DEFINITIONS. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

       "ACT" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

       "AFFILIATE" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

                                       1



       "BROKER-DEALER" shall mean any broker or dealer registered as such under
the Exchange Act.

       "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

       "COMMISSION" shall mean the Securities and Exchange Commission.

       "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

       "EXCHANGE OFFER REGISTRATION PERIOD" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

       "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

       "EXCHANGING DEALER" shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company) for New Securities.

       "FINAL MEMORANDUM" shall have the meaning set forth in the Purchase
Agreement.

       "HOLDER" shall have the meaning set forth in the preamble hereto.

       "INDENTURE" shall mean the Indenture, as defined in the Purchase
Agreement, as the same may be amended from time to time in accordance with the
terms thereof.

       "INITIAL PLACEMENT" shall have the meaning set forth in the preamble
hereto.

       "INITIAL PURCHASER" shall have the meaning set forth in the preamble
hereto.

       "LOSSES" shall have the meaning set forth in Section 6(d) hereof.

                                       2



       "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of each series of Securities registered under a Registration
Statement.

       "MANAGING UNDERWRITERS" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

       "NEW SECURITIES" shall mean debt securities of the Company identical in
all material respects to the Securities (except that the cash interest and
interest rate step-up provisions and the transfer restrictions shall be modified
or eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.

       "NEW SECURITIES INDENTURE" shall mean an indenture between the Company
and the New Securities Trustee, identical in all material respects to the
Indenture (except that the cash interest and interest rate step-up provisions
will be modified or eliminated, as appropriate).

       "NEW SECURITIES TRUSTEE" shall mean a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the New
Securities under the New Securities Indenture.

       "PROSPECTUS" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

       "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble
hereto.

       "REGISTERED EXCHANGE OFFER" shall mean the proposed offer of the Company
to issue and deliver to the Holders of the Securities that are not prohibited by
any law or policy of the Commission from participating in such offer, in
exchange for the Securities, a like aggregate principal amount of the New
Securities.

       "REGISTRATION STATEMENT" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

                                       3



       "SECURITIES" shall have the meaning set forth in the preamble hereto.

       "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 3 hereof.

       "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 3(b)
hereof.

       "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

       "TRUSTEE" shall mean the trustee with respect to the Securities under the
Indenture.

       "UNDERWRITER" shall mean any underwriter of Securities in connection with
an offering thereof under a Shelf Registration Statement.

       SECTION 2. REGISTERED EXCHANGE OFFER. (a) The Company shall prepare and,
not later than 90 days following the date of the original issuance of the
Securities (or if such 90th day is not a Business Day, the next succeeding
Business Day), shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer. The Company shall use
its reasonable best efforts to cause the Exchange Offer Registration Statement
to become effective under the Act within 150 days of the date of the original
issuance of the Securities (or if such 150th day is not a Business Day, the next
succeeding Business Day). The Company shall use its reasonable best efforts to
complete the Registered Exchange Offer within 180 days of the date of original
issuance of the Securities (or if such 180th day is not a Business Day, the next
succeeding Business Day).

       (b)    Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any Person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the

                                       4



securities laws of a substantial proportion of the several states of the United
States.

       (c)    In connection with the Registered Exchange Offer, the Company
shall:

              (i)    mail to each Holder a copy of the Prospectus forming part
       of the Exchange Offer Registration Statement, together with an
       appropriate letter of transmittal and related documents;

              (ii)   keep the Registered Exchange Offer open for not less than
       20 Business Days and not more than 30 Business Days after the date notice
       thereof is mailed to the Holders (or, in each case, longer if required by
       applicable law);

              (iii)  use its reasonable best efforts to keep the Exchange Offer
       Registration Statement continuously effective under the Act, supplemented
       and amended as required, under the Act to ensure that it is available for
       sales of New Securities by Exchanging Dealers during the Exchange Offer
       Registration Period;

              (iv)   utilize the services of a depositary for the Registered
       Exchange Offer with an address in the Borough of Manhattan in New York
       City, which may be the Trustee, the New Securities Trustee or an
       Affiliate of either of them;

              (v)    permit Holders to withdraw tendered Securities at any time
       prior to the close of business, New York time, on the last Business Day
       on which the Registered Exchange Offer is open;

              (vi)   prior to effectiveness of the Exchange Offer Registration
       Statement, provide a supplemental letter to the Commission (A) stating
       that the Company is conducting the Registered Exchange Offer in reliance
       on the position of the Commission in Exxon Capital Holdings Corporation
       (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail.
       June 5, 1991); and (B) including a representation that the Company has
       not entered into any arrangement or understanding with any Person to
       distribute the New Securities to be received in the Registered Exchange
       Offer and that, to the best of the Company's information and belief, each
       Holder participating in the Registered Exchange Offer is acquiring the
       New Securities in the ordinary course of business and has no arrangement
       or understanding with any Person to participate in the distribution of
       the New Securities; and

              (vii)  comply in all respects with all applicable laws.

                                       5



       (d)    As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

              (i)    accept for exchange all Securities tendered and not validly
       withdrawn pursuant to the Registered Exchange Offer;

              (ii)   deliver to the Trustee for cancellation in accordance with
       Section 4(s) all Securities so accepted for exchange; and

              (iii)  cause the New Securities Trustee promptly to authenticate
       and deliver to each Holder of Securities a principal amount of New
       Securities equal to the principal amount of the Securities of such Holder
       so accepted for exchange.

       (e)    Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Registered Exchange Offer to participate in a
distribution of the New Securities (x) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the Commission in
Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital
Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the
Commission's letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and (y) must comply with the registration and prospectus
delivery requirements of the Act in connection with any secondary resale
transaction must be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K under the Act if the resales are of New Securities
obtained by such Holder in exchange for Securities acquired by such Holder
directly from the Company or one of its Affiliates. Accordingly, each Holder
participating in the Registered Exchange Offer shall be required to represent to
the Company that, at the time of the consummation of the Registered Exchange
Offer:

              (i)    any New Securities received by such Holder will be acquired
       in the ordinary course of business;

              (ii)   such Holder will have no arrangement or understanding with
       any Person to participate in the distribution of the Securities or the
       New Securities within the meaning of the Act; and

              (iii)  such Holder is not an Affiliate of the Company.

       (f)    If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the Person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall

                                       6



use its reasonable best efforts to cause the CUSIP Service Bureau to issue the
same CUSIP number for such New Securities as for New Securities issued pursuant
to the Registered Exchange Offer.

       SECTION 3. SHELF REGISTRATION. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 180
days of the date hereof; (iii) any Initial Purchaser so requests with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is
not eligible to participate in the Registered Exchange Offer; or (v) in the case
of any Initial Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive freely tradable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradable"; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely tradable"),
the Company shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

       (b)    (i) The Company shall as promptly as practicable (but in no event
more than 90 days after so required or requested pursuant to this Section 3),
file with the Commission and thereafter shall use its reasonable best efforts to
cause to be declared effective under the Act a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; PROVIDED, HOWEVER, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound by
all of the provisions of this Agreement applicable to such Holder; and PROVIDED
FURTHER, that with respect to New Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the
Company may, if permitted by current interpretations by the Commission's staff,
file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of its obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to


                                       7



herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

              (ii)   The Company shall use its reasonable best efforts to keep
       the Shelf Registration Statement continuously effective, supplemented and
       amended as required by the Act, in order to permit the Prospectus forming
       part thereof to be usable by Holders for a period of two years from the
       date the Shelf Registration Statement is declared effective by the
       Commission or such shorter period that will terminate when all the
       Securities or New Securities, as applicable, covered by the Shelf
       Registration Statement have been sold pursuant to the Shelf Registration
       Statement (in any such case, such period being called the "SHELF
       REGISTRATION PERIOD"). The Company shall be deemed not to have used its
       reasonable best efforts to keep the Shelf Registration Statement
       effective during the requisite period if it voluntarily takes any action
       that would result in Holders of Securities covered thereby not being able
       to offer and sell such Securities during that period, unless (A) such
       action is required by applicable law; or (B) such action is taken by the
       Company in good faith and for valid business reasons (not including
       avoidance of the Company's obligations hereunder), including the
       acquisition or divestiture of assets, so long as the Company promptly
       thereafter complies with the requirements of Section 4(k) hereof, if
       applicable.

              (iii)  The Company shall cause the Shelf Registration Statement
       and the related Prospectus and any amendment or supplement thereto, as of
       the effective date of the Shelf Registration Statement or such amendment
       or supplement, (A) to comply in all material respects with the applicable
       requirements of the Securities Act and the rules and regulations of the
       Commission; and (B) not to contain any untrue statement of a material
       fact or omit to state a material fact required to be stated therein or
       necessary in order to make the statements therein, in the light of the
       circumstances under which they were made, not misleading.

       SECTION 4. ADDITIONAL REGISTRATION PROCEDURES. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

       (a)    The Company shall:

              (i)    furnish to you, not less than five Business Days prior to
       the filing thereof with the Commission, a copy of any Exchange Offer
       Registration Statement and any Shelf Registration Statement, and each
       amendment thereof and each amendment or supplement, if any, to the
       Prospectus included therein (including all documents incorporated by
       reference therein after the initial filing) and shall use its reasonable
       best efforts to reflect in each such document, when so filed with the
       Commission, such comments as you reasonably propose;

                                       8



              (ii)   include the information set forth in Annex A hereto on the
       facing page of the Exchange Offer Registration Statement, in Annex B
       hereto in the forepart of the Exchange Offer Registration Statement in a
       section setting forth details of the Exchange Offer, in Annex C hereto in
       the underwriting or plan of distribution section of the Prospectus
       contained in the Exchange Offer Registration Statement, and in Annex D
       hereto in the letter of transmittal delivered pursuant to the Registered
       Exchange Offer;

              (iii)  if requested by an Initial Purchaser, include the
       information required by Item 507 or 508 of Regulation S-K, as applicable,
       in the Prospectus contained in the Exchange Offer Registration Statement;
       and

              (iv)   in the case of a Shelf Registration Statement, include the
       names of the Holders that propose to sell Securities pursuant to the
       Shelf Registration Statement as selling security holders.

       (b)    The Company shall ensure that:

              (i)    any Registration Statement and any amendment thereto and
       any Prospectus forming part thereof and any amendment or supplement
       thereto complies in all material respects with the Act and the rules and
       regulations thereunder; and

              (ii)   any Registration Statement and any amendment thereto does
       not, when it becomes effective, contain an untrue statement of a material
       fact or omit to state a material fact required to be stated therein or
       necessary to make the statements therein not misleading.

       (c)    The Company shall advise you, the Holders of Securities covered by
any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has provided in writing to the Company a
telephone or facsimile number and address for notices, and, if requested by you
or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company shall have
remedied the basis for such suspension):

              (i)    when a Registration Statement and any amendment thereto has
       been filed with the Commission and when the Registration Statement or any
       post-effective amendment thereto has become effective;

              (ii)   of any request by the Commission for any amendment or
       supplement to the Registration Statement or the Prospectus or for
       additional information;

                                       9



              (iii)  of the issuance by the Commission of any stop order
       suspending the effectiveness of the Registration Statement or the
       initiation of any proceedings for that purpose;

              (iv)   of the receipt by the Company of any notification with
       respect to the suspension of the qualification of the securities included
       therein for sale in any jurisdiction or the initiation of any proceeding
       for such purpose; and

              (v)    of the happening of any event that requires any change in
       the Registration Statement or the Prospectus so that, as of such date,
       the statements therein are not misleading and do not omit to state a
       material fact required to be stated therein or necessary to make the
       statements therein (in the case of the Prospectus, in the light of the
       circumstances under which they were made) not misleading.

       (d)    The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

       (e)    The Company shall furnish to each Holder of Securities covered by
any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
all material incorporated therein by reference, and, if the Holder so requests
in writing, all exhibits thereto (including exhibits incorporated by reference
therein).

       (f)    The Company shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of securities in connection with the offering and sale of
the securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.

       (g)    The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

       (h)    The Company shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other Person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any

                                       10



amendment or supplement thereto as any such Person may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.

       (i)    Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; PROVIDED
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where it is not then so
subject.

       (j)    The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

       (k)    Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document so that, as
thereafter delivered to Initial Purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 4(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

       (l)    Not later than the effective date of any Registration Statement,
the Company shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and
provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                                       11



       (m)    The Company shall comply with all applicable rules and regulations
of the Commission and shall make generally available to its security holders as
soon as practicable after the effective date of the applicable Registration
Statement an earnings statement satisfying the provisions of Section 11(a) of
the Act.

       (n)    The Company shall cause the Indenture or the New Securities
Indenture, as the case may be, to be qualified under the Trust Indenture Act in
a timely manner.

       (o)    The Company may require each Holder of Securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

       (p)    In the case of any Shelf Registration Statement, the Company shall
enter into such agreements and take all other appropriate actions (including if
requested an underwriting agreement in customary form) in order to expedite or
facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 6 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 6.

       (q)    In the case of any Shelf Registration Statement, the Company
shall:

              (i)    make reasonably available for inspection by the Holders of
       Securities to be registered thereunder, any underwriter participating in
       any disposition pursuant to such Registration Statement, and any
       attorney, accountant or other agent retained by the Holders or any such
       underwriter all relevant financial and other records, pertinent corporate
       documents and properties of the Company and its subsidiaries;

              (ii)   cause the Company's officers, directors and employees to
       supply all relevant information reasonably requested by the Holders or
       any such underwriter, attorney, accountant or agent in connection with
       any such Registration Statement as is customary for similar due diligence
       examinations; PROVIDED, HOWEVER, that any information that is designated
       in writing by the Company, in good faith, as confidential at the time of
       delivery of such information shall be kept confidential by the Holders or
       any such underwriter, attorney, accountant or agent, unless such
       disclosure is made in connection with a court proceeding or required by
       law, or such

                                       12



       information becomes available to the public generally or through a third
       party without an accompanying obligation of confidentiality;

              (iii)  make such representations and warranties to the Holders of
       Securities registered thereunder and the underwriters, if any, in form,
       substance and scope as are customarily made by issuers to underwriters in
       primary underwritten offerings and covering matters including, but not
       limited to, those set forth in the Purchase Agreement;

              (iv)   obtain opinions of counsel to the Company and updates
       thereof (which counsel and opinions (in form, scope and substance) shall
       be reasonably satisfactory to the Managing Underwriters, if any)
       addressed to each selling Holder and the underwriters, if any, covering
       such matters as are customarily covered in opinions requested in
       underwritten offerings and such other matters as may be reasonably
       requested by such Holders and underwriters;

              (v)    obtain "cold comfort" letters and updates thereof from the
       independent certified public accountants of the Company (and, if
       necessary, any other independent certified public accountants of any
       subsidiary of the Company or of any business acquired by the Company for
       which financial statements and financial data are, or are required to be,
       included in the Registration Statement), addressed to each selling Holder
       of Securities registered thereunder and the underwriters, if any, in
       customary form and covering matters of the type customarily covered in
       "cold comfort" letters in connection with primary underwritten offerings;
       and

              (vi)   deliver such documents and certificates as may be
       reasonably requested by the Majority Holders and the Managing
       Underwriters, if any, including those to evidence compliance with Section
       4(k) and with any customary conditions contained in the underwriting
       agreement or other agreement entered into by the Company.

       The actions set forth in clauses (iii), (iv), (v) and (vi) of this
Section shall be performed at (A) the effectiveness of such Registration
Statement and each post-effective amendment thereto; and (B) each closing under
any underwriting or similar agreement as and to the extent required thereunder.

       (r)    In the case of any Exchange Offer Registration Statement, the
Company shall:

              (i)    make reasonably available for inspection by such Initial
       Purchaser, and any attorney, accountant or other agent retained by such
       Initial Purchaser, all relevant financial and other records, pertinent
       corporate documents and properties of the Company and its subsidiaries;

                                       13



              (ii)   cause the Company's officers, directors and employees to
       supply all relevant information reasonably requested by such Initial
       Purchaser or any such attorney, accountant or agent in connection with
       any such Registration Statement as is customary for similar due diligence
       examinations; PROVIDED, HOWEVER, that any information that is designated
       in writing by the Company, in good faith, as confidential at the time of
       delivery of such information shall be kept confidential by such Initial
       Purchaser or any such attorney, accountant or agent, unless such
       disclosure is made in connection with a court proceeding or required by
       law, or such information becomes available to the public generally or
       through a third party without an accompanying obligation of
       confidentiality;

              (iii)  make such representations and warranties to such Initial
       Purchaser, in form, substance and scope as are customarily made by
       issuers to underwriters in primary underwritten offerings and covering
       matters including, but not limited to, those set forth in the Purchase
       Agreement;

              (iv)   obtain opinions of counsel to the Company and updates
       thereof (which counsel and opinions (in form, scope and substance) shall
       be reasonably satisfactory to such Initial Purchaser and its counsel,
       addressed to such Initial Purchaser, covering such matters as are
       customarily covered in opinions requested in underwritten offerings and
       such other matters as may be reasonably requested by such Initial
       Purchaser or its counsel;

              (v)    obtain "cold comfort" letters and updates thereof from the
       independent certified public accountants of the Company (and, if
       necessary, any other independent certified public accountants of any
       subsidiary of the Company or of any business acquired by the Company for
       which financial statements and financial data are, or are required to be,
       included in the Registration Statement), addressed to such Initial
       Purchaser, in customary form and covering matters of the type customarily
       covered in "cold comfort" letters in connection with primary underwritten
       offerings, or if requested by such Initial Purchaser or its counsel in
       lieu of a "cold comfort" letter, an agreed-upon procedures letter under
       Statement on Auditing Standards No. 35, covering matters requested by
       such Initial Purchaser or its counsel; and

              (vi)   deliver such documents and certificates as may be
       reasonably requested by such Initial Purchaser or its counsel, including
       those to evidence compliance with Section 4(k) and with conditions
       customarily contained in underwriting agreements.

       The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of
this Section shall be performed at the close of the Registered Exchange Offer
and the

                                       14



effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

       (s)    If a Registered Exchange Offer is to be consummated, upon delivery
of the Securities by Holders to the Company (or to such other Person as directed
by the Company) in exchange for the New Securities, the Company shall mark, or
caused to be marked, on the Securities so exchanged that such Securities are
being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

       (t)    The Company will use its reasonable best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

       (u)    In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

              (i)    if such Rules or By-Laws shall so require, engaging a
       "qualified independent underwriter" (as defined in such Rules) to
       participate in the preparation of the Registration Statement, to exercise
       usual standards of due diligence with respect thereto and, if any portion
       of the offering contemplated by such Registration Statement is an
       underwritten offering or is made through a placement or sales agent, to
       recommend the yield of such Securities;

              (ii)   indemnifying any such qualified independent underwriter to
       the extent of the indemnification of underwriters provided in Section 6
       hereof; and

              (iii)  providing such information to such Broker-Dealer as may be
       required in order for such Broker-Dealer to comply with the requirements
       of such Rules.

              (iv)   The Company shall use its reasonable best efforts to take
       all other steps necessary to effect the registration of the Securities or
       the New Securities, as the case may be, covered by a Registration
       Statement.

                                       15



       SECTION 5. REGISTRATION EXPENSES; ADDITIONAL INTEREST.

       (a)    The Company shall bear all expenses incurred in connection with
the performance of its obligations under Sections 2, 3, and 4 hereof and, in the
event of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith, and,
in the case of any Exchange Offer Registration Statement, will reimburse the
Initial Purchasers for the reasonable fees and disbursements of counsel acting
in connection therewith.

       (b)    An Exchange Offer Registration Statement pursuant to Section 2
hereof or a Shelf Registration Statement pursuant to Section 3 hereof will not
be deemed to have become effective unless it has been declared effective by the
Commission; PROVIDED, HOWEVER, that, if, after it has been declared effective,
the offering of Securities or New Securities pursuant to a Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the Commission or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Securities or New Securities
pursuant to such Registration Statement may legally resume. In the event the
Registered Exchange Offer is not consummated and the Shelf Registration
Statement is not declared effective on or prior to the date that is 180 days
after the date hereof, the interest rate on the Securities will be increased by
0.5% per annum until the Registered Exchange Offer is consummated or the Shelf
Registration Statement is declared effective by the Commission.

       Section 6. INDEMNIFICATION AND CONTRIBUTION.

       (a)    The Company agrees to indemnify and hold harmless each Holder of
Securities or New Securities, as the case may be, covered by any Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with

                                       16



investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the Company will not be liable in any case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any such Holder
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.

       The Company also agrees to indemnify or contribute as provided in Section
6(d) to Losses of each any underwriter of Securities or New Securities, as the
case may be, registered under a Shelf Registration Statement, their directors,
officers, employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(p) hereof.

       (b)    Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company each of its directors each of its
officers who signs such Registration Statement and each Person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but only
with reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

       (c)    Promptly after receipt by an indemnified party under this Section
6 or notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); PROVIDED, HOWEVER, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's

                                       17



election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

       (d)    In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"LOSSES") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
PROVIDED, HOWEVER, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such

                                       18



Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the sum of (x) the total net
proceeds from the Initial Placement (before deducting expenses) as set forth on
the cover page of the Final Memorandum and (y) the total amount of additional
interest which the Company was not required to pay as a result of registering
the securities covered by the Registration Statement which resulted in such
Losses. Benefits received by the Initial Purchasers shall be deemed to be equal
to the total purchase discounts and commissions as set forth on the cover page
of the Final Memorandum, and benefits received by any other Holders shall be
deemed to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
Person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder shall
have the same rights to contribution as such Holder, and each Person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

       (e)    The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the officers, directors or controlling Persons referred to
in this Section hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.

       Section 7. UNDERWRITTEN REGISTRATIONS.

       (a)    If any of the Securities or New Securities, as the case may be,
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriters shall be selected by the Majority Holders.

                                       19



       (b)    No Person may participate in any underwritten offering pursuant to
any Shelf Registration Statement, unless such Person (i) agrees to sell such
Person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

       SECTION 8. NO INCONSISTENT AGREEMENTS. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

       SECTION 9. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); PROVIDED
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

       SECTION 10. NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

       (a)    if to a Holder, at the most current address given by such holder
to the Company in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with a copy in like manner to Salomon
Smith Barney Inc.;

       (b)    if to you, initially at the respective addresses set forth in the
Purchase Agreement; and

       (c)    if to the Company, initially at its address set forth in the
Purchase Agreement.

                                       20



       All such notices and communications shall be deemed to have been duly
given when received.

       The Initial Purchasers or the Company by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.

       SECTION 11. SUCCESSORS. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

       SECTION 12. COUNTERPARTS. This agreement may be in signed counterparts,
each of which shall an original and all of which together shall constitute one
and the same agreement.

       SECTION 13. HEADINGS. The headings used herein are for convenience only
and shall not affect the construction hereof.

       SECTION 14. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

       SECTION 15. SEVERABILITY. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

       SECTION 16. SECURITIES HELD BY THE COMPANY, ETC. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates (other than subsequent Holders
of Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

                                       21



       If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                        Very truly yours,

                                        MARSH & MCLENNAN COMPANIES, INC.

                                  By:   /s/ Sandra S. Wijnberg
                                        ----------------------------------------
                                        Name: Sandra S. Wijnberg
                                        Title: Chief Financial Officer

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

J.P. MORGAN SECURITIES, INC.
SALOMON SMITH BARNEY INC.

By: J.P. MORGAN SECURITIES, INC.


By: /s/ Jose C. Padilla
    ----------------------------
    Name: Jose C. Padilla
    Title: Vice President

By: SALOMON SMITH BARNEY INC.


By: /s/ Anne Kronenberg
    ----------------------------
    Name: Anne Kronenberg
    Title: Managing Director



     For Themselves and As Representatives of the other Initial Purchasers

                                       22



                                                                         ANNEX A

       Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution."

                                       23



                                                                         ANNEX B

       Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."

                                       24



                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

       Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200__, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

       The Company will not receive any proceeds from any sale of New Securities
by Broker-Dealers. New Securities received by Broker-Dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resales New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

       For a period of one year after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

       If applicable, add information required by Regulation S-K Items 507
and/or 508.

                                       25



                                                                         ANNEX D

       RIDER A

       CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

       Name:

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

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

       RIDER B

       If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the New Securities in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of New
Securities and it has not arrangements or understandings with any Person to
participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange
for Securities, it represents that the Securities to be exchange for New
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; HOWEVER, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                                       26

                                                                     Exhibit 4.1

================================================================================





                        MARSH & MCLENNAN COMPANIES, INC.,
                                     ISSUER

                                       TO

                      STATE STREET BANK AND TRUST COMPANY,
                                     TRUSTEE



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


                                    INDENTURE


                           DATED AS OF MARCH 19, 2002


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





================================================================================




                                Table of Contents

                                                                            Page


                                    ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01.  DEFINITIONS.....................................................1
Section 1.02.  COMPLIANCE CERTIFICATES AND OPINIONS...........................10
Section 1.03.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.........................10
Section 1.04.  ACTS OF HOLDERS; RECORD DATES..................................11
Section 1.05.  NOTICES, ETC., TO TRUSTEE AND COMPANY..........................13
Section 1.06.  NOTICE TO HOLDERS; WAIVER......................................13
Section 1.07.  CONFLICT WITH TRUST INDENTURE ACT..............................14
Section 1.08.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................14
Section 1.09.  ASSIGNMENT.....................................................14
Section 1.10.  SEPARABILITY CLAUSE............................................14
Section 1.11.  BENEFITS OF INDENTURE..........................................14
Section 1.12.  GOVERNING LAW..................................................14
Section 1.13.  LEGAL HOLIDAYS.................................................15
Section 1.14.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..................15
Section 1.15.  NO RECOURSE AGAINST OTHERS.....................................15

                                    ARTICLE 2
                                 SECURITY FORMS

Section 2.01.  FORMS GENERALLY................................................16
Section 2.02.  FORM OF FACE OF SECURITY.......................................19
Section 2.03.  FORM OF REVERSE OF SECURITY....................................21
Section 2.04.  FORM OF LEGEND FOR SECURITIES..................................25
Section 2.05.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION................28

                                    ARTICLE 3
                                 THE SECURITIES

Section 3.01.  AMOUNT UNLIMITED; ISSUABLE IN SERIES...........................28
Section 3.02.  DENOMINATIONS..................................................31
Section 3.03.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.................31
Section 3.04.  TEMPORARY SECURITIES...........................................33
Section 3.05.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE;
               CERTAIN TRANSFERS AND EXCHANGES................................33
Section 3.06.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES...............42
Section 3.07.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.................43
Section 3.08.  PERSONS DEEMED OWNERS..........................................44
Section 3.09.  CANCELLATION...................................................44

                                       i



Section 3.10.  COMPUTATION OF INTEREST........................................45
Section 3.11.  ISSUANCE OF ADDITIONAL SECURITIES..............................45

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

Section 4.01.  SATISFACTION AND DISCHARGE OF INDENTURE........................45
Section 4.02.  DISCHARGE OF OBLIGATIONS.......................................46
Section 4.03.  DEPOSITED MONEYS TO BE HELD IN TRUST...........................46
Section 4.04.  PAYMENT OF MONEYS HELD BY PAYING AGENTS........................46
Section 4.05.  REPAYMENT TO COMPANY...........................................46

                                    ARTICLE 5
                                    REMEDIES

Section 5.01.  EVENTS OF DEFAULT..............................................47
Section 5.02.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
               BY TRUSTEE.....................................................49
Section 5.03.  APPLICATION OF MONEY COLLECTED.................................50
Section 5.04.  LIMITATION ON SUITS............................................51
Section 5.05.  RESTORATION OF RIGHTS AND REMEDIES.............................51
Section 5.06.  RIGHTS AND REMEDIES CUMULATIVE.................................52
Section 5.07.  DELAY OR OMISSION NOT WAIVER...................................52
Section 5.08.  CONTROL BY HOLDERS.............................................52
Section 5.09.  UNDERTAKING TO PAY FOR COSTS...................................53

                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.01.  CERTAIN DUTIES AND RESPONSIBILITIES............................53
Section 6.02.  CERTAIN RIGHTS OF TRUSTEE......................................54
Section 6.03.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........56
Section 6.04.  MAY HOLD SECURITIES............................................56
Section 6.05.  MONEY HELD IN TRUST............................................56
Section 6.06.  COMPENSATION AND REIMBURSEMENT.................................56
Section 6.07.  RELIANCE ON OFFICERS' CERTIFICATE..............................57
Section 6.08.  DISQUALIFICATION; CONFLICTING INTERESTS........................57
Section 6.09.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY........................57
Section 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............57
Section 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................59
Section 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....60
Section 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..............60
Section 6.14.  APPOINTMENT OF AUTHENTICATING AGENT............................61

                                       ii



                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS......62
Section 7.02.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........63
Section 7.03.  REPORTS BY TRUSTEE.............................................63
Section 7.04.  REPORTS BY COMPANY.............................................63

                                    ARTICLE 8
                              SUCCESSOR CORPORATION

Section 8.01.  COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS............64
Section 8.02.  SUCCESSOR SUBSTITUTED..........................................65
Section 8.03.  EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.....................65

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.............65
Section 9.02.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS................66
Section 9.03.  EFFECT OF SUPPLEMENTAL INDENTURES..............................67
Section 9.04.  SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.................67
Section 9.05.  EXECUTION OF SUPPLEMENTAL INDENTURES...........................67

                                   ARTICLE 10
                                    COVENANTS

Section 10.01.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST....................68
Section 10.02.  MAINTENANCE OF OFFICE OR AGENCY...............................68
Section 10.03.  PAYING AGENTS.................................................68
Section 10.04.  APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE..............69
Section 10.05.  COMPLIANCE WITH CONSOLIDATION PROVISIONS......................70
Section 10.06.  LIMITATION ON LIENS ON STOCK OF SIGNIFICANT SUBSIDIARIES......70
Section 10.07.  DELIVERY OF CERTAIN INFORMATION...............................71

                                   ARTICLE 11
                      REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

Section 11.01.  REDEMPTION....................................................71
Section 11.02.  NOTICE OF REDEMPTION..........................................71
Section 11.03.  PAYMENT UPON REDEMPTION.......................................72
Section 11.04.  SINKING FUND..................................................73
Section 11.05.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.........73
Section 11.06.  REDEMPTION OF SECURITIES FOR SINKING FUND.....................74

Annex A-1   -   Form of Transfer Certificate - Restricted Global Security to
                Temporary Regulation S Global Security
Annex A-2   -   Form of Transfer Certificate - Restricted Global Security to
                Regulation S Global Security

                                      iii



Annex B     -   Form of Transfer Certificate - Temporary Regulation S Global
                Security or Regulation S Global Security to Restricted
                Global Security
Annex C-1   -   Form of Certification to be Given by Holders of Beneficial
                Interests in a Temporary Regulation S Global Security to
                Euroclear or Clearstream
Annex C-2   -   Form of Certification to be Given by the Euroclear Operator or
                Clearstream
Annex D-1   -   Form of Transfer Certificate - Non-Global Restricted Security to
                Restricted Global Security
Annex D-2   -   Form of Certificate - Non-Global Restricted Security to
                Regulation S Global Security or Temporary Regulation S
                Global Security
Annex E     -   Accredited Investor Letter
Annex F     -   Form of Instruction for Exchange
















- ----------
       Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.

                                       iv



       INDENTURE, dated as of March 19, 2002, between Marsh & McLennan
Companies, Inc., a Delaware corporation (the "COMPANY"), having its principal
office at 1166 Avenue of the Americas, New York, New York 10036-2774, and State
Street Bank and Trust Company, as Trustee (the "TRUSTEE").


                                    RECITALS

       The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Company's
unsecured debentures, notes or other evidences of indebtedness (herein called
the "SECURITIES"), to be issued in one or more series as provided in this
Indenture.

       All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

       NOW, THEREFORE, THIS INDENTURE WITNESSETH:

       For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:

                                   ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

       Section 1.01. DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

              (1)    the terms defined in this Article have the meanings
       assigned to them in this Article and include the plural as well as the
       singular;

              (2)    all other terms used herein which are defined in the Trust
       Indenture Act, either directly or by reference therein, have the meanings
       assigned to them therein;

              (3)    all accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with GAAP;

              (4)    unless the context otherwise requires, any reference to an
       "Article" or a "Section" refers to an Article or a Section, as the case
       may be, of this Indenture; and

              (5)    the words "herein", "hereof" and "hereunder" and other
       words of similar import refer to this Indenture as a whole and not to any
       particular Article, Section or other subdivision.




       "ACT", when used with respect to any Holder, has the meaning specified in
Section 1.04.

       "AFFILIATE" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

       "AGENT MEMBER" means any member of, or participant in, the Depositary.

       "APPLICABLE PROCEDURES" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

       "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

       "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

       "BOARD OF DIRECTORS" means either the board of directors of the Company
or any duly authorized committee of that board.

       "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

       "BUSINESS DAY", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in the Borough of Manhattan, The City of New York, are
authorized or obligated by law or executive order to close.

       "CERTIFICATE" OR "OFFICERS' CERTIFICATE" means a certificate signed by
the Chairman, the Chief Executive Officer or the Chief Financial Officer and by
an officer of the Company that is delivered to the Trustee in accordance with
the

                                       2



terms hereof. Each such certificate shall include the statements provided for in
Section 1.02, if and to the extent required by the provisions thereof.

       "CERTIFICATED SECURITY" has the meaning set forth in Section 2.01(d).

       "CLEARSTREAM" means Clearstream Banking, SOCIETE ANONYME, Luxembourg (or
any successor securities clearing agency).

       "COMMISSION" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

       "COMPANY" means Marsh & McLennan Companies, Inc., a corporation duly
organized and existing under the laws of the State of Delaware until a successor
Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "COMPANY" shall mean such successor Person.

       "COMPANY ORDER" means a written request or order signed in the name of
the Company by the Chairman of the Board, Vice Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, President or a Vice President of the
Company and by the Treasurer, an Assistant Treasurer, a Secretary or an
Assistant Secretary of the Company and delivered to the Trustee.

       "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office as of the date hereof is located at Two Avenue de Lafayette, 6th
Floor, Boston, MA 02111-1724 except that whenever a provision herein refers to
an office or agency of the Trustee in the Borough of Manhattan, The City of New
York, such office is located, at the date hereof, at 61 Broadway, 15th Floor,
New York, NY 10006.

       "DEFAULT" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

       "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

       "DEPOSITARY" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.01.

       "DTC" means The Depository Trust Company.

       "EUROCLEAR" means the Euroclear Bank S.A./N.V. as operator of the
Euroclear System (or any successor securities clearing agency).

                                       3



       "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

       "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

       "EXCHANGE SECURITY" means any Security issued in exchange for an Original
Security or Original Securities pursuant to the Exchange Offer or otherwise, and
registered under the Securities Act, and any Security with respect to which the
next preceding Predecessor Security of such Security was an Exchange Security.

       "EXPIRATION DATE" has the meaning specified in Section 1.04.

       "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of determination.

       "GLOBAL SECURITY" means a Security that evidences all or part of the
Securities of any series, registered in the name of the Depositary, and bears
the legend set forth in Section 2.04 (or such legend as may be specified as
contemplated by Section 3.01 for such Securities).

       "GOVERNMENTAL OBLIGATIONS" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; PROVIDED, HOWEVER, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

       "HOLDER" means a Person in whose name a Security is registered in the
Security Register.

       "INDEBTEDNESS" has the meaning specified in Section 10.06.

       "INDENTURE" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental

                                       4



indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.

       "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act.

       "INTEREST", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

       "INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

       "MATURITY", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

       "NOTICE OF DEFAULT" means a written notice of the kind specified in
Section 5.01(a)(3).

       "OPINION OF COUNSEL" means an opinion in writing of legal counsel, who
may be an employee of or counsel for the Company that is delivered to the
Trustee in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 1.02, if and to the extent required by the
provisions thereof.

       "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.01.

       "ORIGINAL SECURITIES" means all Securities other than Exchange
Securities.

       "OUTSTANDING", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

              (1)    Securities theretofore cancelled by the Trustee or any
       Paying Agent or delivered to the Trustee or any Paying Agent for
       cancellation or that have previously been canceled;

              (2)    Securities or portions thereof for whose payment or
       redemption money in the necessary amount has been theretofore deposited
       with the Trustee or any Paying Agent (other than the Company) in trust or

                                       5



       set aside and segregated in trust by the Company (if the Company shall
       act as its own Paying Agent) for the Holders of such Securities; PROVIDED
       that, if such Securities are to be redeemed, notice of such redemption
       has been duly given pursuant to this Indenture or provision therefor
       satisfactory to the Trustee has been made; and

              (3)    Securities which have been paid or in exchange for or in
       lieu of which other Securities have been authenticated and delivered
       pursuant to this Indenture, other than any such Securities in respect of
       which there shall have been presented to the Trustee proof satisfactory
       to it that such Securities are held by a bona fide purchaser in whose
       hands such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.01, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.01, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 3.01, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be considered by the Trustee if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

       "PAYING AGENT" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

       "PERSON" means any individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity, including a
government or political subdivision or an agency or instrumentality thereof.

                                       6



       "PLACE OF PAYMENT", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

       "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

       "PURCHASE AGREEMENT" means, with respect to a series of Securities, the
agreement between the Company, on the one hand, and the initial purchasers of
such series of Securities named therein as such, on the other hand, setting
forth the terms and conditions for the initial offer and sale of such
Securities.

       "QUALIFIED INSTITUTIONAL BUYER" means a "qualified institutional buyer"
as defined in Rule 144A.

       "REDEMPTION DATE", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

       "REDEMPTION PRICE", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

       "REGISTERED SECURITIES" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

       "REGISTRATION RIGHTS AGREEMENT" means, with respect to Securities of any
series, the Registration Rights Agreement between the Company and the Initial
Purchasers named under the Purchase Agreement in respect of the Securities of
such series.

       "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

       "REGULATION S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

       "REGULATION S CERTIFICATE" means a certificate substantially in the form
set forth in Annex A.

                                       7



       "REGULATION S GLOBAL SECURITY" has the meaning specified in Section
2.01(b)(i).

       "REGULATION S LEGEND" means a legend substantially in the form set forth
in Section 2.04 to be placed upon each Regulation S Security.

       "REGULATION S SECURITIES" means all Securities offered and sold pursuant
to Regulation S. Such term includes the Regulation S Global Security.

       "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer in the Corporate Trust Office of the Trustee or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

       "RESTRICTED GLOBAL SECURITY" has the meaning specified in Section
2.01(c).

       "RESTRICTED PERIOD" for a series means the period of 40 consecutive days
beginning on and including the later of (i) the day on which Securities of that
series are first offered to persons other than distributors (as defined in
Regulation S) in reliance on Regulation S and (ii) the original issuance date of
the Securities of that series.

       "RESTRICTED SECURITIES" means all Securities offered and sold pursuant to
Rule 144A or to Institutional Accredited Investors in a transaction that is not
registered under the Securities Act. Such term includes the Restricted Global
Security and Certificated Securities.

       "RESTRICTED SECURITIES CERTIFICATE" means a certificate substantially in
the form set forth in Annex B.

       "RESTRICTED SECURITIES LEGEND" means, collectively, the legends
substantially in the forms set forth in Section 2.04 to be placed upon each
Restricted Security.

       "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

       "RULE 144A SECURITIES" means the Securities of a series purchased upon
their original issuance by the initial purchasers from the Company for resale
pursuant to Rule 144A.

       "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

                                       8



       "SECURITIES ACT" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

       "SECURITIES ACT LEGEND" means a Restricted Securities Legend or a
Regulation S Legend.

       "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05(a).

       "SIGNIFICANT SUBSIDIARY" has the meaning specified in Section 10.06.

       "SPECIAL INTEREST" has the meaning set forth in Section 2.02.

       "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

       "STATED MATURITY", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

       "SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

       "SUCCESSOR SECURITY" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

       "TEMPORARY REGULATION S GLOBAL SECURITY" has the meaning specified in
Section 2.01(b)(i).

       "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; PROVIDED, HOWEVER, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                                       9



       "TRUSTEE" means State Street Bank and Trust Company, and, subject to the
provisions of Article 6, shall also include its successors and assigns, and, if
at any time there is more than one Person acting in such capacity hereunder,
"TRUSTEE" shall mean each such Person. The term "TRUSTEE" as used with respect
to a particular series of the Securities shall mean the trustee with respect to
that series.

       "VICE PRESIDENT", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

       "VOTING STOCK", as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

       Section 1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

       (1)    Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

       (2)    Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

       Section 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an

                                       10



opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

       Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

       Section 1.04. ACTS OF HOLDERS; RECORD DATES. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "ACT" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

       The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

       The ownership of Securities shall be proved by the Security Register.

       Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

       The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent,

                                       11



waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of Securities of such series, PROVIDED that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; PROVIDED that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 1.06.

       The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.01, (iii) any request to institute
proceedings referred to in Section 5.04(2) or (iv) any direction referred to in
Section 5.08, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; PROVIDED that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to

                                       12



each Holder of Securities of the relevant series in the manner set forth in
Section 1.06.

       With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "EXPIRATION
DATE" and from time to time may change the Expiration Date to any earlier or
later day; PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

       Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

       Section 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

              (1)    the Trustee by any Holder or by the Company shall be
       sufficient for every purpose hereunder if made, given, furnished or filed
       in writing to or with the Trustee at its Corporate Trust Office, or

              (2)    the Company by the Trustee or by any Holder shall be
       sufficient for every purpose hereunder (unless otherwise herein expressly
       provided) if in writing and mailed, first-class postage prepaid, to the
       Company addressed to it at the address of its principal office specified
       in the first paragraph of this instrument or at any other address
       previously furnished in writing to the Trustee by the Company.

       Section 1.06. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency

                                       13



of such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

       In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

       Section 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act which
is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act which may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

       Section 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

       Section 1.09. ASSIGNMENT. The Company will have the right at all times to
assign any of its rights or obligations under this Indenture to a direct or
indirect wholly-owned Subsidiary of the Company, PROVIDED that, in the event of
any such assignment, the Company will remain liable for all such obligations.
Subject to the foregoing, this Indenture is binding upon and inures to the
benefit of the parties hereto and their respective successors and assigns. This
Indenture may not otherwise be assigned by the parties hereto.

       Section 1.10. SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

       Section 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give or be construed to give to any
Person, other than the parties hereto and the Holders of the Securities any
legal or equitable right, remedy or claim under or in respect of this Indenture
or under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the Holders of the Securities.

       Section 1.12. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN

                                       14



ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

       Section 1.13. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.

       Section 1.14. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Affiliate of the Company. No such indenture, loan or debt
agreement may be used to interpret this Indenture.

       Section 1.15. NO RECOURSE AGAINST OTHERS. No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, past, present or future as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or of any such predecessor or successor
corporation whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Securities.

                                       15



                                   ARTICLE 2
                                 SECURITY FORMS

       Section 2.01. FORMS GENERALLY. (a) The Securities of each series shall be
in substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to authorization provided by a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
authorization provided by a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

       The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

       The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

       In certain cases described elsewhere herein, the legends set forth in
Section 2.04 may be omitted from Securities issued hereunder.

       (b)    (i)    Securities of a series offered and sold in their initial
distribution in reliance on Regulation S shall be initially issued in the form
of one or more temporary Global Securities, in fully registered form without
interest coupons, substantially in the form of Security set forth in Section
2.02 and 2.03, as the case may be, with such applicable legends as are provided
for in Section 2.02 and Section 2.04, as the case may be. Such Global Securities
shall be registered in the name of the Depositary or its nominee, and deposited
with the Trustee, as custodian for the Depositary, duly executed by the Company
and authenticated by the Trustee as hereinafter provided, for credit to the
respective accounts at the Depositary of the depositories for Euroclear Bank
S.A./N.V., as operator of Euroclear and for Clearstream, for credit to the
respective accounts of owners of beneficial interests in such Securities or to
such other accounts as they may direct. Until such time as the Restricted Period
in respect of securities of a series shall have terminated, such temporary
Global Securities shall be referred to herein as "TEMPORARY REGULATION S GLOBAL
SECURITIES". On or after the termination of the Restricted Period, interests in
any Temporary Regulation S Global Security of a series shall be exchangeable for
corresponding interests in an unrestricted


                                       16



Regulation S Global Security of the same series (each a "REGULATION S GLOBAL
SECURITY") in fully registered form without interest coupons, substantially in
the form set forth in Section 2.02 and Section 2.03, with such applicable
legends as are provided for in Section 2.02 and Section 2.04 and in accordance
with the immediately following paragraph.

              (ii)   Interests in a Temporary Regulation S Global Security of a
       series may be exchanged for interests in a Regulation S Global Security
       of the same series only on or after the termination of the Restricted
       Period with respect to such securities after delivery by a beneficial
       owner of an interest therein to Euroclear or Clearstream of a written
       certification (an "OWNER SECURITIES CERTIFICATION") substantially in the
       form of Annex C-1 hereto, and upon delivery by Euroclear or Clearstream
       to the Trustee of a written certification (a "DEPOSITORY SECURITIES
       CERTIFICATION") substantially in the form attached hereto as Annex C-2.
       Upon receipt of such certification, the Trustee shall exchange the
       portion of the Temporary Regulation S Global Security covered by such
       certification for interests in a Regulation S Global Security.

       Upon:

              (A)    the expiration of the Restricted Period,

              (B)    receipt by Euroclear or Clearstream, as the case may be,
                     and the Paying Agent of the certificates described in the
                     preceding paragraph,

              (C)    receipt by the Depositary of

                     (i)    written instructions given in accordance with the
                            Applicable Procedures from an Agent Member directing
                            the Depositary to credit or cause to be credited to
                            a specified Agent Member's account a beneficial
                            interest in the Regulation S Global Security in a
                            principal amount equal to that of the beneficial
                            interest in the Temporary Regulation S Global
                            Security for which the necessary certificates have
                            been delivered, and

                     (ii)   a written order given in accordance with the
                            Applicable Procedures containing information
                            regarding the account of the Agent Member, and the
                            Euroclear or Clearstream account for which such
                            Agent Member's account is held, to be credited with,
                            and the account of the Agent Member to be debited
                            for, such beneficial interest, and

              (D)    receipt by the Trustee of notification from the Depositary
                     of the transactions described in (C) above,

                                       17



       the Trustee, as Security Registrar, shall instruct the Depositary to
       reduce the principal amount of the Temporary Regulation S Global Security
       and to increase the principal amount of the Regulation S Global Security,
       by the principal amount of the beneficial interest in such Temporary
       Regulation S Global Security to be so transferred, and to credit or cause
       to be credited to the account of the Person specified in such
       instructions a beneficial interest in the Regulation S Global Security
       having a principal amount equal to the amount by which the principal
       amount of the Temporary Regulation S Global Security was reduced upon
       such transfer. The aggregate principal amount of a Regulation S Global
       Security of a series may be increased or decreased from time to time by
       adjustments made on the records of the Trustee, as custodian for the
       Depositary, in connection with a corresponding decrease or increase in
       the aggregate principal amount, as herein after provided.

              (iii)  Until such time as the Restricted Period shall have
       terminated, investors may hold interests in the Temporary Regulation S
       Global Security only through Euroclear and Clearstream, unless delivery
       of such beneficial interest upon transfer shall be made through a
       Restricted Global Security in accordance with the certification
       requirements discussed below in Section 3.05(b)(iv).

       (c)    Securities of a series offered and sold in their initial
distribution in reliance on Rule 144A shall be issued in the form of one or more
Global Securities (each, a "RESTRICTED GLOBAL SECURITY"), in fully registered
form without interest coupons, substantially in the form of Security set forth
in Section 2.02 and 2.03 with such applicable legends as are provided for in
Section 2.02 and Section 2.04, except as otherwise permitted herein. Such Global
Securities shall be registered in the name of the Depositary or its nominee and
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided, for credit
to the respective accounts of owners of beneficial interests in such Securities
or to such other accounts as they may direct. The aggregate principal amount of
a Restricted Global Security of a series may be increased or decreased from time
to time by adjustments made on the records of the Trustee, as custodian for the
Depositary, in connection with a corresponding decrease or increase in the
aggregate principal amount, as hereinafter provided.

       (d)    Securities that are to be offered and sold to Institutional
Accredited Investors that are not Qualified Institutional Buyers, sold in each
case to an Institutional Accredited Investor that has executed and delivered to
the Trustee, as Security Registrar, a letter substantially in the form of Annex
E hereto (an "ACCREDITED INVESTOR LETTER"), shall be issued in definitive, fully
registered form without interest coupons, substantially in the form set forth in
Section 2.02 and Section 2.03, with such applicable legends as are provided for
in Section 2.02 and Section 2.04. The Securities sold to Institutional
Accredited Investors in accordance with the foregoing sentence (individually, a
"CERTIFICATED SECURITY" and collectively, the "CERTIFICATED SECURITIES") shall
not be issued in the form of

                                       18



Global Securities. Certificated Securities acquired from the initial purchasers
named in the Purchase Agreement in respect of the Securities of such series may
be transferred initially only to Qualified Institutional Buyers in accordance
with Rule 144A, to a transferee who will acquire such security in reliance on
Regulation S or pursuant to Rule 144 under the Securities Act, if available, and
exchanged for interests in Global Securities pursuant to Section 3.05(b)(v).
Certificated Securities shall be duly executed by the Company and authenticated
by the Trustee as provided herein, and shall be registered in the name of the
Institutional Accredited Investor purchasing such Security and shall bear the
Restricted Securities Legend.

       Section 2.02. FORM OF FACE OF SECURITY.

       [INSERT ANY LEGEND AS REQUIRED BY SECTION 2.04]

       [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS thereunder.]

                        Marsh & McLennan Companies, Inc.

                          [Insert title of Securities]

No. .........                                                         $ ........

       Marsh & McLennan Companies, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "COMPANY",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
................................................., or registered assigns, the
principal sum of $__________ Dollars on
.........................................................., [IF THIS SECURITY IS
TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- and to pay interest thereon from
.................. or from the most recent Interest Payment Date to which interest
has been paid or as duly provided for, semi-annually on ............ and
.............. in each year, commencing ........., ........., at the rate of ....%
per annum, until the principal hereof is paid or made available for payment [IF
APPLICABLE, THEN INSERT --, PROVIDED that any principal and premium, and any
such installment of interest, which is overdue shall bear interest at the rate
of .....% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand], [IF
ORIGINAL SECURITIES ARE NOT ALSO REGISTERED SECURITIES, THEN INSERT, AS
APPROPRIATE, -- PROVIDED, HOWEVER, that upon the occurrence of certain events (a
"REGISTRATION DEFAULT"), as provided in the Registration Rights Agreement,
Special Interest shall accrue (in addition to the stated interest on the
Securities) at an additional annual rate of 0.50% immediately following the
Registration Default until the Registration Default is cured, as provided in the
Registration Rights Agreement. Notwithstanding the existence of more than one
Registration Default, in no event shall Special Interest accrue at an annual
rate in excess of 0.50%. Interest

                                       19



accruing as a result of a Registration Default is referred to herein as "SPECIAL
INTEREST".

       Whenever in this Security or in the Indenture there is a reference, in
any context, to the payment of the principal of, premium, if any, or interest
on, or in respect of, any Security, such mention shall be deemed to include
mention of the payment of Special Interest (if applicable) payable as described
in the preceding paragraph to the extent that, in such context, Special Interest
is, was or would be payable in respect of such Security and express mention of
the payment of Special Interest (if applicable) in any provisions of this
Security shall not be construed as excluding Special Interest in those
provisions of this Security where such express mention is not made.

       Any accrued and unpaid interest (including Special Interest) on this
Security upon the issuance of an Exchange Security (as defined in the Indenture)
in exchange for this Security shall cease to be payable to the Holder hereof but
such accrued and unpaid interest (including Special Interest) shall be payable
on the next Interest Payment Date for such Exchange Security to the Holder
thereof on the related Regular Record Date.]

       The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ....... or ....... (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

       [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ....% per annum (to the extent that the payment of such interest on interest
shall be legally

                                       20



enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]]

       Payment of the principal of (and premium, if any) and [IF APPLICABLE,
INSERT -- any such] interest on this Security shall be made at the office or
agency of the Company maintained for that purpose in ............, [IF
APPLICABLE, INSERT -- in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts] [IF APPLICABLE, INSERT -- or such other currencies] [IF APPLICABLE,
INSERT --; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

       Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

       Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

       IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:
                                 MARSH & MCLENNAN COMPANIES, INC.

                                 By:
                                    --------------------------------------------
Attest:

...........................................

       Section 2.03. FORM OF REVERSE OF SECURITY. This Security is one of a duly
authorized issue of securities of the Company (herein called the "SECURITIES"),
issued and to be issued in one or more series under an Indenture, dated as of
March 19, 2002 (herein called the "INDENTURE", which term shall have the meaning
assigned to it in such instrument), between the Company and State Street Bank
and Trust Company, as Trustee (herein called the "TRUSTEE", which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. [IF APPLICABLE, INSERT -- This Security is one of
the

                                       21



series designated on the face hereof, [initially] limited in aggregate principal
amount to $____________.]

       [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' but no more than 60 days' notice by mail,
[IF APPLICABLE, INSERT -- (1) on ........... in any year commencing with the
year ...... and ending with the year ...... through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [IF APPLICABLE, INSERT -- on or after ..........,
20..], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [IF APPLICABLE, INSERT -- on or before ..............., ...%, and if
redeemed] during the 12-month period beginning ............. of the years
indicated,


                          Redemption                              Redemption
       Year                  Price                 Year             Price
- --------------------  --------------------  -----------------  -----------------



and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

       [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' but no more than 60 days' notice by mail,
(1) on ............ in any year commencing with the year .... and ending with
the year .... through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [IF APPLICABLE, INSERT -- on or after ............], as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning ............ of the years indicated,

                                       22



                             Redemption Price
                              For Redemption              Redemption Price For
                             Through Operation            Redemption Otherwise
                                  of the                 Than Through Operation
Year                           Sinking Fund               of the Sinking Fund
- ----                         -----------------           ----------------------






and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

       [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company
shall not, prior to ............., redeem any Securities of this series as
contemplated by [IF APPLICABLE, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than .....% per annum.]

       [IF APPLICABLE, INSERT -- The sinking fund for this series provides for
the redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [IF APPLICABLE, INSERT -- not less than
$.......... ("MANDATORY SINKING FUND") and not more than] $......... aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [IF APPLICABLE,
INSERT -- mandatory] sinking fund payments may be credited against subsequent
[IF APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise required to
be made [IF APPLICABLE, INSERT --, in the inverse order in which they become
due].]

       [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.]

       [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

                                       23



       [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

       The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

       As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

       No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest

                                       24



on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

       As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or
transferees.

       The Securities of this series are issuable only in registered form
without coupons in denominations of [IF OTHER THAN A CERTIFICATED SECURITY, THEN
INSERT -- $1,000 and any integral multiple thereof] [if a CERTIFICATED SECURITY,
THEN INSERT -- $250,000 and any integral multiple of $1,000 in excess thereof].
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

       No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

       Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and none of the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

       All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

       This Security shall be governed by and construed in accordance with the
law of the State of New York, without regard to principles of conflicts of laws.

       Section 2.04. FORM OF LEGEND FOR SECURITIES. Unless otherwise specified
as contemplated by Section 3.01 for the Securities evidenced thereby, every
Security that is a Global Security, a Restricted Security or a Regulation S
Security authenticated and delivered hereunder shall bear one or more of the
appropriate legends in substantially the following forms, as appropriate:

[IF THE SECURITY IS A RESTRICTED SECURITY OR A TEMPORARY REGULATION S SECURITY,
THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED

                                       25



UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF
THE TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT
(A) TO MARSH & MCLENNAN COMPANIES, INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT,
PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE)
AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
SECURITIES OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO MARSH &
MCLENNAN COMPANIES, INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS SECURITY WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k)
UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THE SECURITIES, THE
HOLDER MUST TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE TRUSTEE AND MARSH & MCLENNAN COMPANIES, INC. SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT

                                       26



SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE CONTAINS PROVISIONS REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.]

       [IF THE SECURITY IS A TEMPORARY REGULATION S GLOBAL SECURITY, THEN INSERT
- -- THIS SECURITY IS A TEMPORARY REGULATION S GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED
IN SECTION 305(b) OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN
THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE RESTRICTED
GLOBAL SECURITY. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY
MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL SECURITY EXCEPT ON OR
AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND UPON DELIVERY OF
THE OWNER SECURITIES CERTIFICATION AND THE DEPOSITORY SECURITIES CERTIFICATION
RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.]

       [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS
SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]

       [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

       [IF THE SECURITY IS A GLOBAL SECURITY AND DTC IS TO BE THE DEPOSITARY
THEREFOR, THEN INSERT B UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST

                                       27



COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

       [IF THE SECURITY IS A CERTIFICATED SECURITY, THEN INSERT -- THIS SECURITY
WILL NOT BE ACCEPTED IN EXCHANGE FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY
UNLESS THE HOLDER OF THIS SECURITY, SUBSEQUENT TO SUCH EXCHANGE, WILL HOLD A
MINIMUM OF AGGREGATE BENEFICIAL INTEREST IN SUCH GLOBAL SECURITY OF AT LEAST TWO
HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000).]

       Section 2.05. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication shall be in substantially the following
form:

       This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                            State Street Bank and Trust Company,
                                                     AS TRUSTEE

                                                 By_____________________________
                                                   AUTHORIZED OFFICER

                                   ARTICLE 3
                                 THE SECURITIES

       Section 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series
up to the aggregate principal amount of Securities of that series from time to
time authorized by or pursuant to a Board Resolution of the Company or pursuant
to one or more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a Board
Resolution of the Company, and set forth in an Officers' Certificate of the
Company, or established in one or more indentures supplemental hereto:

                                       28



       (1)    the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);

       (2)    any limit upon the aggregate principal amount of the Securities of
that series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series);

       (3)    the date or dates on which the principal of the Securities of the
series is payable;

       (4)    the rate or rates at which the Securities of the series shall bear
interest or the manner of calculation of such rate or rates, if any;

       (5)    the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of Holders to whom interest is payable on any such Interest
Payment Dates;

       (6)    the right, if any, to extend the interest payment periods and the
duration of such extension;

       (7)    the period or periods within which, the price or prices at which
and the terms and conditions upon which, Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

       (8)    the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in participation of future sinking fund
obligations) or at the option of a Holder thereof and the period or periods
within which, the price or prices at which, and the terms and conditions upon
which, Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;

       (9)    if other than as set forth in this Indenture, the form of the
Securities of the series including the form of the Trustee's certificate of
authentication for such series;

       (10)   if other than denominations of one thousand U.S. dollars ($1,000)
or any integral multiple thereof, the denominations in which the Securities of
the series shall be issuable;

       (11)   any and all other terms with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture) including any terms
which may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that series;

                                       29



       (12)   whether the Securities will be convertible into shares of common
stock or other securities of the Company and, if so, the terms and conditions
upon which such Securities will be so convertible, including the conversion
price and the conversion period;

       (13)   if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 5.01;

       (14)   any additional or different Events of Default or restrictive
covenants provided for with respect to the Securities of the series;

       (15)   any provisions granting special rights to Holders when a specified
event occurs; and

       (16)   any special tax implications of the notes, including provisions
for original issue discount securities, if offered;

       (17)   if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
"Outstanding";

       (18)   if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in
which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);

       (19)   if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, which shall be DTC
if no Depositary is specified, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that set forth in
Section 2.04, whether such Global Securities shall be in the form of Restricted
Securities or Regulation S Securities and any circumstances in addition to or in
lieu of those set forth in Clause (2) of the last paragraph of Section 3.05(a)
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof; and

                                       30



       (20)   whether and under what circumstances the Company will pay
additional amounts on the Securities of the series held by a person who is not a
U.S. person in respect of taxes or similar charges withheld or deducted and, if
so, whether the Company will have the option to redeem such Securities rather
than pay such additional amounts.

       All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to any
such Board Resolution or in any indentures supplemental hereto.

       If any of the terms of the series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

       Section 3.02. DENOMINATIONS. The Securities of each series shall be
issuable only in registered form without coupons and only in such denominations
as shall be specified as contemplated by Section 3.01. In the absence of any
such specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

       Section 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its Chief Financial Officer or one of its
Vice Presidents and attested by an officer. The signature of any of these
officers on the Securities may be manual or facsimile.

       Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

       At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed on
behalf of the Company to the Trustee for authentication, together with a Company
Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to authorization provided by one or more Board
Resolutions as permitted by Section 3.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating,

                                       31



              (1)    if the form of such Securities has been established by or
       pursuant to authorization provided by Board Resolution as permitted by
       Section 3.01, that such form has been established in conformity with the
       provisions of this Indenture;

              (2)    if the terms of such Securities have been established by or
       pursuant to authorization provided by Board Resolution as permitted by
       Section 3.01, that such terms have been established in conformity with
       the provisions of this Indenture; and

              (3)    that such Securities, when authenticated and delivered by
       the Trustee and issued by the Company in the manner and subject to any
       conditions specified in such Opinion of Counsel, will constitute valid
       and legally binding obligations of the Company enforceable in accordance
       with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
       reorganization, moratorium and similar laws of general applicability
       relating to or affecting creditors' rights and to general equity
       principles.

       If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will materially and adversely affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture.

       Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

       Each Security shall be dated the date of its authentication.

       No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                                       32



       Section 3.04. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

       If temporary Securities of any series are issued, the Company shall cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

       SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE;
                     CERTAIN TRANSFERS AND EXCHANGES.

       (a) REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "SECURITY REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"SECURITY REGISTRAR" for the purpose of registering Securities and transfers of
Securities as herein provided.

       Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.

       Subject to this Section 3.05(a) and Section 3.05(b), at the option of the
Holder, Securities of any series may be exchanged for other Securities of the
same series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company

                                       33



shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

       All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

       Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

       Successive registrations and registrations of transfers and exchanges as
aforesaid may be made from time to time as desired, and each such registration
shall be noted on the Security Register. No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, Section 9.04or
Section 11.03 not involving any transfer.

       If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 11.02(b)
and ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

       The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

              (1)    Each Global Security authenticated under this Indenture
       shall be registered in the name of the Depositary designated for such
       Global Security or a nominee thereof and delivered to such Depositary or
       a nominee thereof or custodian therefor, and each such Global Security
       shall constitute a single Security for all purposes of this Indenture.

              (2)    Notwithstanding any other provision in this Indenture or
       the Securities, no Global Security of any series may be exchanged in
       whole or in part for Securities of that series registered, and no
       transfer of a Global Security of a series in whole or in part may be
       registered, in the name of any Person other than the Depositary for such
       Global Security or

                                       34



       a nominee thereof unless (A) the Depositary (i) has notified the Company
       that it is unwilling or unable to continue as Depositary for the Global
       Security and a successor Depositary has not been appointed by the Company
       within 90 days of receipt by the Company of such notification or (ii) has
       ceased to be a clearing agency registered under the Exchange Act and a
       successor Depositary has not been appointed by the Company within 90 days
       after the Company became aware of such cessation, (B) the Company, at its
       option, notifies the Trustee in writing that it elects to cause the
       issuance of Certificated Securities or (C) there shall have occurred and
       be continuing an Event of Default with respect to such Global Security.
       Any Global Security of a series exchanged pursuant to clause (A) above
       shall be so exchanged in whole and not in part and any Global Security of
       a series exchanged pursuant to clause (B) or (C) above may be exchanged
       in whole or from time to time in part as directed by the Company or the
       Trustee. In addition, beneficial interests in Global Securities of a
       series may be exchanged for non-global, Certificated Securities of such
       series upon request by or on behalf of the Depositary upon not less than
       60 days' prior written notice to the Trustee, with a copy of such notice
       delivered to the Company.

              (3)    Securities issued in exchange for a Global Security of a
       series or any portion thereof pursuant to clause (2) above shall be
       issued in definitive, registered form without interest coupons, shall
       have an aggregate principal amount equal to that of such Global Security
       or portion thereof to be so exchanged, shall be registered in such names
       and be in such authorized denominations as the Depositary shall designate
       and shall bear any legends required hereunder. Any Global Security of a
       series to be exchanged in whole shall be surrendered by the Depositary to
       the Trustee, as Security Registrar. With regard to any Global Security of
       a series to be exchanged in part, either such Global Security shall be so
       surrendered for exchange or, if the Trustee is acting as custodian for
       the Depositary or its nominee with respect to such Global Security, the
       principal amount thereof shall be reduced by an amount equal to the
       portion thereof to be so exchanged by means of an appropriate adjustment
       made on the records of the Trustee. Upon any such surrender or
       adjustment, the Trustee shall authenticate and make available for
       delivery a Security of such series issuable on such exchange to or upon
       the written order of the Depositary or an authorized representative
       thereof.

              (4)    In the event of the occurrence of any of the events
       specified in clause (2) above, the Company shall promptly make available
       to the Trustee a reasonable supply of Certificated Securities in
       definitive, registered form without interest coupons.

              (5)    No Agent Members nor any other Persons on whose behalf
       Agent Members may act (including Euroclear and Clearstream and account
       holders and participants therein and any holder or owner of any

                                       35



       beneficial interest in any Global Security) shall have any rights under
       the Indenture with respect to any Global Security, or under any Global
       Security, and the Depositary or such nominee, as the case may be, may be
       treated by the Company, the Trustee and any agent of the Company or the
       Trustee as the absolute owner and Holder of such Global Security for all
       purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
       prevent the Company, the Trustee or any agent of the Company or the
       Trustee from giving effect to any written certification, proxy or other
       authorization furnished by the Depositary or such nominee, as the case
       may be, or impair, as between the Depositary, its Agent Members and any
       other person on whose behalf an Agent Member may act, the operation of
       customary practices of such Persons governing the exercise of the rights
       of a Holder of any Security. Neither the Company, the Trustee nor the
       Securities Registrar shall have any liability in respect of any transfers
       effected by the Depositary or by any Agent Member or any other Person
       that acquires a beneficial interest in a Security. Neither the Trustee
       nor the Depositary shall have any duty or obligation to monitor
       compliance with any restrictions on transfer with respect to the transfer
       of any interest in the Securities (including transfers between Agent
       Members or any such other Persons that acquire a beneficial interest in a
       Security) other than to require delivery of any documents or certificates
       specifically required by this Indenture.

       (b)    CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.05(b) shall be made only in accordance with this Section
3.05(b).

              (i)    LIMITATION ON TRANSFERS OF A GLOBAL SECURITY. A Global
       Security of a series may not be transferred, in whole or in part, to any
       Person other than DTC or a nominee thereof, and no such transfer to any
       such other Person may be registered; PROVIDED that this clause (i) shall
       not prohibit any transfer of a Security of a series that is issued in
       exchange for a Global Security of that series but is not itself a Global
       Security pursuant to (a). No transfer of a Security of a series to any
       Person shall be effective under this Indenture or the Securities unless
       and until such Security has been registered in the name of such Person.
       Nothing in this Section 3.05(b)(i) shall prohibit or render ineffective
       any transfer of a beneficial interest in a Global Security effected in
       accordance with the other provisions of this Section 3.05(b).

              (ii)   RESTRICTED GLOBAL SECURITY TO TEMPORARY REGULATION S GLOBAL
       SECURITY. If the holder of a beneficial interest in the Restricted Global
       Security wishes at any time to transfer such interest to a Person who
       wishes to take delivery thereof in the form of a beneficial interest in
       the Temporary Regulation S Global Security, such transfer may be
       effected, subject to the Applicable Procedures, only in accordance with
       the

                                       36



       provisions of this Section 3.05(b)(ii). Upon receipt by the Trustee, as
       Security Registrar, of (A) written instructions given in accordance with
       the Applicable Procedures from an Agent Member directing the Trustee to
       credit or cause to be credited to a specified Agent Member's account a
       beneficial interest in the Temporary Regulation S Global Security in a
       principal amount equal to that of the beneficial interest in the
       Restricted Global Security to be so transferred, (B) a written order
       given in accordance with the Applicable Procedures containing information
       regarding the account of the Agent Member (and the Euroclear or
       Clearstream account, as the case may be) to be credited with, and the
       account of the Agent Member to be debited for, such beneficial interest
       and (C) a certificate in substantially the form set forth in Annex A-1
       given by the holder of such beneficial interest, the Trustee, as Security
       Registrar, shall instruct the Depositary to reduce the principal amount
       of the applicable Restricted Global Security, and to increase the
       principal amount of the Temporary Regulation S Global Security, by the
       principal amount of the beneficial interest in the Restricted Global
       Security to be so transferred, and to credit or cause to be credited to
       the account of the Person specified in such instructions (which shall be
       the Agent Member for Euroclear or Clearstream or both, as the case may
       be) a beneficial interest in the Temporary Regulation S Global Security
       having a principal amount equal to the amount by which the principal
       amount of the Restricted Global Security was reduced upon such transfer.

              (iii)  RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY.
       If the holder of a beneficial interest in a Restricted Global Security
       wishes at any time to transfer such interest to a Person who wishes to
       take delivery thereof in the form of a beneficial interest in the
       Regulation S Global Security, such transfer may be effected, subject to
       the Applicable Procedures, only in accordance with this Section
       3.05(b)(iii). Upon receipt by the Trustee, as Security Registrar, of (A)
       written instructions given in accordance with the Applicable Procedures
       from an Agent Member directing the Trustee to credit or cause to be
       credited to a specified Agent Member's account a beneficial interest in a
       Regulation S Global Security in a principal amount equal to that of the
       beneficial interest in the Restricted Global Security to be so
       transferred, (B) a written order given in accordance with the Applicable
       Procedures containing information regarding the account of the Agent
       Member (and, if applicable, the Euroclear or Clearstream account, as the
       case may be) to be credited with, and the account of the Agent Member to
       be debited for, such beneficial interest and (C) a certificate in
       substantially the form set forth in Annex A-2 given by the holder of such
       beneficial interest, the Trustee, as Security Registrar, shall instruct
       the Depositary to reduce the principal amount of the applicable
       Restricted Global Security, and to increase the principal amount of the
       Regulation S Global Security, by the principal amount of the beneficial
       interest in the Restricted Global

                                       37



       Security to be so transferred, and to credit or cause to be credited to
       the account of the Person specified in such instructions a beneficial
       interest in the Regulation S Global Security having a principal amount
       equal to the amount by which the principal amount of the Restricted
       Global Security was reduced upon such transfer.

              (iv)   TEMPORARY REGULATION S GLOBAL SECURITY OR REGULATION S
       GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY. If the holder of a
       beneficial interest in a Temporary Regulation S Global Security or a
       Regulation S Global Security wishes at any time to transfer such interest
       to a Person who wishes to take delivery thereof in the form of a
       beneficial interest in the Restricted Global Security, such transfer may
       be effected, subject to the Applicable Procedures, only in accordance
       with this Section 3.05(b)(iv). Upon receipt by the Trustee, as Security
       Registrar, of (A) written instructions given in accordance with the
       Applicable Procedures from an Agent Member directing the Trustee to
       credit or cause to be credited to a specified Agent Member's account a
       beneficial interest in a Restricted Global Security in a principal amount
       equal to that of the beneficial interest in the Temporary Regulation S
       Global Security or the Regulation S Global Security to be so transferred,
       (B) a written order given in accordance with the Applicable Procedures
       containing information regarding the account of the Agent Member to be
       credited with, and the account of the Agent Member (and, if applicable,
       the Euroclear or Clearstream account, as the case may be) to be debited
       for, such beneficial interest and (C) a certificate in substantially the
       form set forth in Annex B given by the owner of such beneficial interest,
       the Trustee, as Security Registrar, shall instruct the Depositary to
       reduce the principal amount of the applicable Temporary Regulation S
       Global Security or the Regulation S Global Security, as the case may be,
       and to increase the principal amount of the Restricted Global Security,
       by the principal amount of the beneficial interest in the Temporary
       Regulation S Global Security or the Regulation S Global Security to be so
       transferred, and to credit or cause to be credited to the account of the
       Person specified in such instructions a beneficial interest in the
       Restricted Global Security having a principal amount equal to the amount
       by which the principal amount of the Temporary Regulation S Global
       Security or the Regulation S Global Security, as the case may be, was
       reduced upon such transfer.

              (v)    NON-GLOBAL RESTRICTED SECURITY TO GLOBAL SECURITY. If the
       Holder of a Restricted Security (other than a Global Security) wishes at
       any time to transfer all or a portion of such Security to a Person who
       wishes to take delivery thereof in the form of a beneficial interest in
       the Restricted Global Security, the Temporary Regulation S Global
       Security or the Regulation S Global Security, in each case, such transfer
       may be effected, subject to the Applicable Procedures, only in accordance
       with this Section 3.05(b)(v). Upon receipt by (1) the Depositary of (A)
       written

                                       38



       instructions given in accordance with the Applicable Procedures from an
       Agent Member directing the Depositary to credit or cause to be credited
       to a specified Agent Member's account a beneficial interest in the
       Restricted Global Security, the Temporary Regulation S Global Security or
       the Regulation S Global Security, as the case may be, in a specified
       principal amount equal to the principal amount of the Restricted Security
       (or portion thereof) to be so transferred, (B) a written order given in
       accordance with the Applicable Procedures containing information
       regarding the account of the Agent Member (and, in the case of any
       transfer pursuant to Regulation S, the Euroclear and Clearstream account
       for which such Agent Member's account is held, or if such account is held
       for Euroclear or Clearstream, the Euroclear or Clearstream account, as
       the case may be) to be credited with such beneficial interest, and (C) an
       appropriately completed certificate substantially in the form set forth
       in Annex D-1 hereto, if the specified account is to be credited with a
       beneficial interest in a Restricted Global Security, or Annex D-2 hereto,
       if the specified account is to be credited with a beneficial interest in
       the Temporary Regulation S Global Security or the Regulation S Global
       Security, given by the holder of such beneficial interest, and (2) the
       Trustee of (A) the Restricted Security to be so transferred, (B) the
       notification from the Depositary of the transaction described in (1)
       above and (C) the certificate described in (1)(C) above, the Trustee, as
       Security Registrar, shall cancel such Restricted Security (and issue a
       new Security in respect of any untransferred portion thereof) as provided
       in (a) and increase the principal amount of the Restricted Global
       Security, Temporary Regulation S Global Security or Regulation S Global
       Security, as the case may be, by the specified principal amount as
       provided in Section 3.05(b)(i)(ii).

              The Trustee shall not be required to accept for such registration
       of transfer or exchange any Restricted Security unless the Trustee and
       the Company are satisfied that such transfer or exchange is being
       effected in compliance with the restrictions on transfer as set forth in
       this Indenture and in such Security. In addition, in connection with a
       transfer of a Certificated Security by an Institutional Accredited
       Investor, such Institutional Accredited Investor shall be required, prior
       to such transfer, to furnish to the Company and the Trustee such
       certifications, legal opinions or other information as they or either of
       them may reasonably require to confirm that such transfer is being made
       pursuant to an exemption from, or in a transaction not subject to, the
       registration requirements of the Securities Act.

              (vi)   OTHER EXCHANGES. (1) In the event that a Global Security or
       any portion thereof is exchanged for Securities other than Global
       Securities, such other Securities may in turn be exchanged (on transfer
       or otherwise) for Securities that are not Global Securities or for
       beneficial interests in a Global Security (if any is then outstanding)
       only in

                                       39



       accordance with such procedures, which shall be substantially consistent
       with the provisions of clauses (i) through (v) above and (vii) below
       (including the certification requirements intended to insure that
       transfers and exchanges of beneficial interests in a Global Security
       comply with Rule 144A, Rule 144 (if available) or Regulation S, as the
       case may be) and any Applicable Procedures, as may be from time to time
       adopted by the Company and the Trustee; PROVIDED that except as permitted
       in (3) hereof, no beneficial interest in a Temporary Regulation S Global
       Security shall be exchangeable for a definitive Security until the
       expiration of the Restricted Period and then only if the certifications
       described in Section 2.01 shall have been provided in respect of such
       interest.

              (2)    Subject to Section 2.01(d), in connection with a transfer
       of a Restricted Security or of an interest therein to an Institutional
       Accredited Investor, such Institutional Accredited Investor shall be
       required, prior to such transfer, to furnish to the Company and the
       Trustee, an appropriately completed certificate substantially in the form
       of Annex E and such other certifications, legal opinions or other
       information as they or either of them may reasonably require to confirm
       that such transfer is being made pursuant to an exemption from, or in a
       transaction not subject to, the registration requirements of the
       Securities Act; PROVIDED, HOWEVER, that the purchaser of a Certificated
       Security directly from the initial purchaser thereof named as such in the
       Purchase Agreement in respect of the securities of such series may, so
       long as such security is a Restricted Security, transfer such security
       only in accordance with Section 3.05(b)(v) above.

              (3)    Notwithstanding any other provision of this Section 3.05,
       an initial purchaser named as such in the Purchase Agreement in respect
       of the Securities of a series may exchange beneficial interests in the
       Temporary Regulation S Global Securities of that series held by it for
       one or more Restricted Securities of that series (including an interest
       in the Restricted Global Security of that series) upon delivery by such
       initial purchaser of instructions for such exchange substantially in the
       form of Annex F. Upon receipt of the instruction described in the
       preceding sentence, the Trustee shall instruct the Depositary to reduce
       the principal amount of a Temporary Regulation S Global Security by the
       principal amount of the beneficial interest in such Temporary Regulation
       S Global Security to be so transferred and either (A) the Trustee shall
       instruct the Depositary to increase the principal amount of the
       Restricted Global Security and credit or cause to be credited to the
       account of such initial purchaser a beneficial interest in such
       Restricted Global Security having a principal amount equal to the amount
       by which the principal amount of the Temporary Regulation S Global
       Security was reduced upon such transfer or (B) authenticate and deliver
       one or more Restricted Securities in definitive form and in the aggregate
       principal amount of the beneficial

                                       40



       interest in the Temporary Regulation S Global Security to be so
       transferred, pursuant to the instructions described in the first sentence
       of this paragraph.

              (vii)  INTERESTS IN TEMPORARY REGULATION S GLOBAL SECURITY TO BE
       HELD THROUGH EUROCLEAR OR CLEARSTREAM. Until the termination of the
       Restricted Period, interests in the Temporary Regulation S Global
       Securities may be held only through Agent Members acting for and on
       behalf of Euroclear and Clearstream, PROVIDED that this clause (viii)
       shall not prohibit any transfer in accordance with Section 3.05(b)(iv)
       hereof.

              (viii) In addition to the foregoing, the Trustee, as Security
       Registrar, shall effect and register, upon receipt of a written request
       from the Company to do so, a transfer not otherwise permitted by this
       Section 3.05(b), such registration to be done in accordance with the
       otherwise applicable provisions of this Section 3.05, upon the furnishing
       by the proposed transferor or transferee of a written opinion of counsel
       (which opinion and counsel are satisfactory to the Company and the
       Trustee) to the effect that, and such other certifications or information
       as the Company or the Trustee may require to confirm that, the proposed
       transfer is being made pursuant to an exemption from, or in a transaction
       not subject to, the registration requirements of the Securities Act. The
       Company may require such transfer to be effected by the issuance of
       Certificated Securities.

       (c)    SECURITIES ACT LEGENDS. Restricted Securities and their Successor
Securities shall bear the legends required by Section 2.02 and Section 2.04,
subject to the following:

              (i)    subject to the following Clauses of this Section 3.05(c), a
       Security of a series or any portion thereof which is exchanged, upon
       transfer or otherwise, for a Global Security of that series or any
       portion thereof shall bear the Securities Act Legend borne by such Global
       Security while represented thereby;

              (ii)   subject to the following Clauses of this Section 3.05(c), a
       new Security of a series which is not a Global Security and is issued in
       exchange for another Security of that series (including a Global
       Security) or any portion thereof, upon transfer or otherwise, shall bear
       the Securities Act Legend borne by such other Security, PROVIDED that, if
       such new Security is required pursuant to Section 3.05(b)(iv) to be
       issued in the form of a Restricted Security, it shall bear a Restricted
       Securities Legend and, if such new Security is so required to be issued
       in the form of a Regulation S Security, it shall bear a Regulation S
       Legend;

                                       41



              (iii)  Registered Securities and Regulation S Securities that are
       not Temporary Regulations S Securities shall not bear a Securities Act
       Legend;

              (iv)   at any time after the Securities of a series may be freely
       transferred without registration under the Securities Act or without
       being subject to transfer restrictions pursuant to the Securities Act, a
       new Security of that series which does not bear a Securities Act Legend
       may be issued in exchange for or in lieu of a Security of that series
       (other than a Global Security) or any portion thereof which bears such a
       legend if the Trustee has received an Unrestricted Securities
       Certificate, satisfactory to the Trustee and duly executed by the Holder
       of such legended Security or his attorney duly authorized in writing, and
       after such date and receipt of such certificate, the Trustee shall
       authenticate and deliver such a new Security in exchange for or in lieu
       of such other Security as provided in this Article 3;

              (v)    a new Security of a series which does not bear a Securities
       Act Legend may be issued in exchange for or in lieu of a Security of that
       series (other than a Global Security) or any portion thereof which bears
       such a legend if, in the Company's judgment, placing such a legend upon
       such new Security is not necessary to ensure compliance with the
       registration requirements of the Securities Act, and the Trustee, at the
       direction of the Company, shall authenticate and deliver such a new
       Security as provided in this Article 3; and

              (vi)   notwithstanding the foregoing provisions of this Section
       3.05(c), a Successor Security of a Security of a series that does not
       bear a particular form of Securities Act Legend shall not bear such form
       of legend unless the Company has reasonable cause to believe that such
       Successor Security is a "restricted security" within the meaning of Rule
       144 under the Securities Act, in which case the Trustee, at the direction
       of the Company, shall authenticate and deliver a new Security of that
       series bearing a Restricted Securities Legend in exchange for such
       Successor Security as provided in this Article 3.

Section 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. In case any
temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen, the Company (subject to the next succeeding sentence) shall execute, and
upon the Company's request the Trustee (subject to the next succeeding sentence)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the

                                       42



Trustee evidence to their satisfaction of the destruction, loss or theft of the
applicant's Security and of the ownership thereof. The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

       Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

       Section 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

       Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at the Company's election in
each case, as provided in Clause (1) or (2) below:

       (1)    The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be

                                       43



fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in
Section 1.06, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2).

       (2)    The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this Clause,
such manner of payment shall be deemed practicable by the Trustee.

       Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

       Section 3.08. PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 3.07) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

       Section 3.09. CANCELLATION. All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any Paying Agent, be delivered to the Trustee for
cancellation,

                                       44



or, if surrendered to the Trustee, shall be cancelled by it, and no Securities
shall be issued in lieu thereof except as expressly required or permitted by any
of the provisions of this Indenture. On request of the Company at the time of
such surrender, the Trustee shall deliver to the Company canceled Securities
held by the Trustee. In the absence of such request the Trustee may dispose of
canceled Securities in accordance with its standard procedures and deliver a
certificate of disposition to the Company. If the Company shall otherwise
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.

       Section 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

       Section 3.11. ISSUANCE OF ADDITIONAL SECURITIES. The Company may, subject
to Article 10 of this Indenture and applicable law, issue additional Securities
of any series under this Indenture. All Securities designated as part of a
series of Securities (whether Original Securities, Exchange Securities or
additional Securities issued pursuant to this Section) shall be treated as a
single series for all purposes under this Indenture.


                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

       Section 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. If at any time:
(a) the Company shall have delivered to the Trustee for cancellation all
Securities of a series theretofore authenticated (other than any Securities that
shall have been destroyed, lost or stolen and that shall have been replaced or
paid as provided in Section 3.06) and Securities for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated
and held in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 4.05); or (b) all such
Securities of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
sufficient or a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay at maturity or upon
redemption all Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for

                                       45



redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder with respect to such series by the Company
then this Indenture shall thereupon cease to be of further effect with respect
to such series except for the provisions of Sections 3.02, 3.05, 3.06, 3.07,
6.10, 10.01, 10.02, and 10.03, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 4.05 and 6.06 that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.

       Section 4.02. DISCHARGE OF OBLIGATIONS. If at any time all such
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
4.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all such Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 3.02,
3.05, 3.06, 3.07, 4.05, 6.10, 10.01, 10.02, and 10.03 hereof that shall survive
until such Securities shall mature and be paid. Thereafter, Sections 4.05 and
6.06 shall survive.

       Section 4.03. DEPOSITED MONEYS TO BE HELD IN TRUST. All moneys or
Governmental Obligations deposited with the Trustee pursuant to Section 4.01 or
4.02 shall be held in trust and shall be available for payment as due, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent), to the Holders of the particular series of Securities for the
payment or redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.

       Section 4.04. PAYMENT OF MONEYS HELD BY PAYING AGENTS. In connection with
the satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys or Governmental Obligations.

       Section 4.05. REPAYMENT TO COMPANY. Any moneys or Governmental
Obligations deposited with any Paying Agent or the Trustee, or then held by the
Company, in trust for payment of principal of or premium or interest on the
Securities of a particular series that are not applied but remain unclaimed by
the Holders of such Securities for at least two years after the date upon which
the

                                       46



principal of (and premium, if any) or interest on such Securities shall have
respectively become due and payable, shall upon request of the Company, be
repaid to the Company or (if then held by the Company) shall be discharged from
such trust; and thereupon the Paying Agent and the Trustee shall be released
from all further liability with respect to such moneys or Governmental
Obligations, and the Holder of any of the Securities entitled to receive such
payment shall thereafter, as an unsecured general creditor, look only to the
Company for the payment thereof.

                                   ARTICLE 5
                                    REMEDIES

       Section 5.01. EVENTS OF DEFAULT. (a) "EVENT OF DEFAULT", wherever used
herein with respect to Securities of any series, means any one of the following
events that has occurred and is continuing:

              (1)    the Company defaults in the payment of any installment of
       interest upon any of the Securities of that series, as and when the same
       shall become due and payable, and continuance of such default for a
       period of 60 days; PROVIDED, HOWEVER, that a valid extension of an
       interest payment period by the Company in accordance with the terms of
       any indenture supplemental hereto shall not constitute a default in the
       payment of interest for this purpose;

              (2)    the Company defaults in the payment of the principal of (or
       premium, if any, on) any of the Securities of that series as and when the
       same shall become due and payable whether at maturity, upon redemption,
       by declaration or otherwise, or in any payment required by any sinking or
       analogous fund established with respect to that series; PROVIDED,
       HOWEVER, that a valid extension of the maturity of such Securities in
       accordance with the terms of any indenture supplemental hereto shall not
       constitute a default in the payment of principal or premium, if any;

              (3)    the Company fails to observe or perform any other of its
       covenants or agreements with respect to that series contained in this
       Indenture or otherwise established with respect to that series of
       Securities pursuant to Section 2.01 or 3.01 hereof (other than a covenant
       or agreement that has been expressly included in this Indenture solely
       for the benefit of one or more series of Securities other than such
       series) for a period of 90 days after the date on which written notice of
       such failure, requiring the same to be remedied and stating that such
       notice is a "Notice of Default" hereunder, shall have been given to the
       Company by the Trustee, by registered or certified mail, or to the
       Company and the Trustee by the Holders of at least 25% in principal
       amount of the Securities of that series at the time Outstanding;

                                       47



              (4)    the Company pursuant to or within the meaning of any
       Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry
       of an order for relief against it in an involuntary case, (iii) consents
       to the appointment of a Custodian of it or for all or substantially all
       of its property or (iv) makes a general assignment for the benefit of its
       creditors; or

              (5)    a court of competent jurisdiction enters an order under any
       Bankruptcy Law that (i) is for relief against the Company in an
       involuntary case, (ii) appoints a Custodian of the Company for all or
       substantially all of their respective property, or (iii) orders the
       liquidation of the Company, and the order or decree remains unstayed and
       in effect for 90 days.

       (b)    In each and every such case, unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Holders), may declare the
principal of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, notwithstanding anything contained in this
Indenture or in the Securities of that series or established with respect to
that series pursuant to Section 2.01 or 3.01 to the contrary.

       (c)    At any time after the principal of the Securities of that series
shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Holders of a majority in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
Consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 6.06, and (ii) any and all Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 5.08.

       No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

                                       48



       (d)    In case the Trustee shall have proceeded to enforce any right with
respect Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

       Section 5.02. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

       (1)    The Company covenants that (1) in case it shall default in the
payment of any installment of interest on any of the Securities of a series, or
any payment required by any sinking or analogous fund established with respect
to that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 90 Business Days, or (2) in case it
shall default in the payment of the principal of (or premium, if any, on) any of
the Securities of a series when the same shall have become due and payable,
whether upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the Holders of the Securities of that series,
the whole amount that then shall have been become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue principal (and premium, if any) and (to
the extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest at the rate per annum expressed in the
Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and the
amount payable to the Trustee under Section 6.06.

       (2)    If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever situated.

       (3)    In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or

                                       49



advisable in order to have the claims of the Trustee and of the Holders of
Securities of such series allowed for the entire amount due and payable by the
Company under the indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 6.06 and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized each of the
Holders of Securities of such series to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments
directly to such Holders, to pay to the Trustee any amount due it under Section
6.06.

       (4)    All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section 6.06
be for the ratable benefit of the Holders of the Securities of such series.

       In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

       Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.

       Section 5.03. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or any premium or interest, upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

              FIRST: To the payment of all amounts due the Trustee under Section
       6.06;

                                       50



              SECOND: To the payment of the amounts then due and unpaid for
       principal of and any premium and interest on the Securities in respect of
       which or for the benefit of which such money has been collected, ratably,
       without preference or priority of any kind, according to the amounts due
       and payable on such Securities for principal and any premium and
       interest, respectively; and

              THIRD: To the Company.

       Section 5.04. LIMITATION ON SUITS. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

       (1)    such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that series;

       (2)    the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

       (3)    such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

       (4)    the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

       (5)    no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

       Section 5.05. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the

                                       51



Trustee and the Holders shall continue as though no such proceeding had been
instituted.

       Section 5.06. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

       Section 5.07. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

       Section 5.08. CONTROL BY HOLDERS. The Holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding, shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to such series; PROVIDED, HOWEVER, that
such direction shall not be in conflict with any rule of law or with this
Indenture or be unduly prejudicial to the rights of Holders of Securities of any
other series at the time Outstanding. Subject to the provisions of Section 6.01,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. The Holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding affected thereby, may on
behalf of the Holders of all the Securities of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 3.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, of the Securities of that series as and when the same
shall become due by the terms of such Securities otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal and any premium has been deposited with
the Trustee (in accordance with Section 5.01(c)). Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the Holders of the Securities of such
series shall be restored to their former positions and rights hereunder,

                                       52



respectively, but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

       Section 5.09. UNDERTAKING TO PAY FOR COSTS. All parties to this Indenture
agree, and each Holder of any Securities by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of a claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture.


                                    ARTICLE 6
                                   THE TRUSTEE

       Section 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

       (a)    The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

       (b)    No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

              (1)    prior to the occurrence of an Event of Default with respect
       to the Securities of a series and after the curing or waiving of all such
       Events of Default with respect to that series that may have occurred:

                                       53



                     (i)    the duties and obligations of the Trustee shall with
              respect to the Securities of such series be determined solely by
              the express provisions of this Indenture, and the Trustee shall
              not be liable with respect to the Securities of such series except
              for the performance of such duties and obligations as are
              specifically set forth in this Indenture, and no implied covenants
              or obligations shall be read into this Indenture against the
              Trustee; and

                     (ii)   in the absence of bad faith on the part of the
              Trustee, the Trustee may with respect to the Securities of such
              series conclusively rely, as to the truth of the statements and
              the correctness of the opinions expressed therein, upon any
              certificates or opinions furnished to the Trustee and conforming
              to the requirements of this Indenture; but in the case of any such
              certificates or opinions that by any provision hereof are
              specifically required to be furnished to the Trustee, the Trustee
              shall be under a duty to examine the same to determine whether or
              not they conform to the requirements of this Indenture;

              (2)    the Trustee shall not be liable for any error of judgment
       made in good faith by a Responsible Officer or Responsible Officers of
       the Trustee, unless it shall be proved that the Trustee was negligent in
       ascertaining the pertinent facts;

              (3)    the Trustee shall not be liable with respect to any action
       taken or omitted to be taken by it in good faith in accordance with the
       direction of the Holders of not less than a majority in principal amount
       of the Securities of any series at the time Outstanding relating to the
       time, method and place of conducting any proceeding for any remedy
       available to the Trustee, or exercising any trust or power conferred upon
       the Trustee under this Indenture with respect to the Securities of that
       series; and

              (4)    None of the provisions contained in this Indenture shall
       require the Trustee to expend or risk its own funds or otherwise incur
       personal financial liability in the performance of any of its duties or
       in the exercise of any of its rights or powers, if there is reasonable
       ground for believing that the repayment of such funds or liability is not
       reasonably assured to it under the terms of this Indenture or adequate
       indemnity against such risk is not reasonably assured to it.


       Section 6.02. CERTAIN RIGHTS OF TRUSTEE.

       Subject to the provisions of Section 6.01:

              (1)    the Trustee may rely and shall be protected in acting or
       refraining from acting upon any resolution, certificate, statement,

                                       54



       instrument, opinion, report, notice, request, direction, consent, order,
       bond, debenture, note, other evidence of indebtedness or other paper or
       document believed by it to be genuine and to have been signed or
       presented by the proper party or parties;

              (2)    any request, direction, order or demand of the Company
       mentioned herein shall be sufficiently evidenced by a Board Resolution or
       an instrument signed in the name of the Company, by the Chairman, the
       Chief Executive Officer, the Chief Financial Officer or any Vice
       President and by the Secretary or an Assistant Secretary or the Treasurer
       or an Assistant Treasurer thereof (unless other evidence in respect
       thereof is specifically prescribed herein);

              (3)    the Trustee may consult with counsel and the written advice
       of such counsel or any Opinion of Counsel shall be full and complete
       authorization and protection in respect of any action taken, suffered or
       omitted by it hereunder in good faith and in reliance thereon;

              (4)    the Trustee shall be under no obligation to exercise any of
       the rights or powers vested in it by this Indenture at the request, order
       or direction of any of the Holders, pursuant to the provisions of this
       Indenture, unless such Holders shall have offered to the Trustee
       reasonable security or indemnity against the costs, expenses and
       liabilities that may be incurred therein or thereby;

              (5)    the Trustee shall not be liable for any action taken or
       omitted to be taken by it in good faith and believed by it to be
       authorized or within the discretion or rights or powers conferred upon it
       by this Indenture;

              (6)    the Trustee shall not be bound to make any investigation
       into the facts or matters stated in any resolution, certificate,
       statement, instrument, opinion, report, notice, request, consent, order,
       approval, bond, security, or other papers or documents, unless requested
       in writing so to do by the Holders of not less than a majority in
       principal amount of the Outstanding Securities of the particular series
       affected thereby PROVIDED, HOWEVER, that if the payment within a
       reasonable time to the Trustee of the costs, expenses or liabilities
       likely to be incurred by it in the making of such investigation is, in
       the opinion of the Trustee, not reasonably assured to the Trustee by the
       security afforded to it by the terms of this Indenture, the Trustee may
       require reasonable indemnity against such costs, expenses or liabilities
       as a condition to so proceeding. The reasonable expense of every such
       examination shall be paid by the Company or, if paid by the Trustee,
       shall be repaid by the Company upon demand; and

              (7)    the Trustee may execute any of the trusts or powers
       hereunder or perform any duties hereunder either directly or by or
       through

                                       55



       agents or attorneys and the Trustee shall not be responsible for any
       misconduct or negligence on the part of any agent or attorney appointed
       with due care by it hereunder.


       Section 6.03. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of any of the Securities or the proceeds of such
Securities, or for the use or application of any moneys paid over by the Trustee
in accordance with any provision of this Indenture or established pursuant to
Section 3.01, or for the use or application of any moneys received by any Paying
Agent other than the Trustee.

       Section 6.04. MAY HOLD SECURITIES. The Trustee or any Paying Agent or
Security Registrar, in its individual or any other capacity, may become the
owner or pledgee of Securities with the same rights it would have if it were not
Trustee, Paying Agent or Security Registrar.

       Section 6.05. MONEY HELD IN TRUST. All moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

       Section 6.06. COMPENSATION AND REIMBURSEMENT.

       (1)    The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), as the Company, and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the

                                       56



acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim of liability in the premises.

       (2)    The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities.

       Section 6.07. RELIANCE ON OFFICERS' CERTIFICATE. Except as otherwise
provided in Section 6.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

       Section 6.08. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of Section
310(b) of the Trust Indenture Act, the Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

       Section 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at
all times be a Trustee with respect to the Securities issued hereunder which
shall at all times be a corporation organized and doing business under the laws
of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

       Section 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                                       57



       (1)    The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Holders of such series, as their names and
addresses appear upon the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect
to Securities of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee with respect to Securities of such series, or any Security Holder of
that series who has been a bona fide Holder of a Security or Securities for at
least six months may on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

       (2)    In case at any time any one of the following shall occur:

              (a)    the Trustee shall fail to comply with the provisions of
Section 6.08 after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security or Securities for at least six months;
or

              (b)    the Trustee shall cease to be eligible in accordance with
the provisions of Section 6.09 and shall fail to resign after written request
therefor by the Company or by any such Holder; or

              (c)    the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented
to, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, the Company may remove the Trustee with
respect to all Securities and appoint a successor trustee by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, unless the Trustee's duty to resign is stayed as provided
herein, any Holder who has been a bona fide Holder of a Security or Securities
for at least six months may, on behalf of that Holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

       (3)    The Holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company

                                       58



and may appoint a successor Trustee for such series with the consent of the
Company.

       (4)    Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 6.11.

       (5)    Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

       Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

       (b)    In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustee's co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall

                                       59



become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

       (c)    Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

       (d)    No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

       (e)    Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Holders, as their
names and addresses appear upon the Security Register. If the Company fails to
transmit such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

       Section 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee (including the trust created by this Indenture), shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

       Section 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

                                       60



       Section 6.14. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000) and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

       Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent (including the
authenticating agency contemplated by this Indenture), shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

       An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor

                                       61



Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

       The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.06.

       If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

       This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                            State Street Bank and Trust Company,
                                                                      AS TRUSTEE


                                       By......................................,
                                                         AS AUTHENTICATING AGENT


                                       By.......................................
                                                              AUTHORIZED OFFICER


                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

       Section 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company shall furnish or cause to be furnished to the Trustee:

       (1)    on a monthly basis on each Regular Record Date a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of each series of Securities as of such Regular Record Date, PROVIDED
that the Company shall not be obligated to furnish or cause to furnish such list
at any time that the list shall not differ in any respect from the most recent
list furnished to the Trustee by the Company, and

       (2)    at such other times as the Trustee may request in writing within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is

                                       62



furnished; PROVIDED, HOWEVER, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security Registrar.

       Section 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

       (1)    The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and as
to the names and addresses of Holders of Securities received by the Trustee in
its capacity as Security Registrar (if acting in such capacity).

       (2)    The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

       (3)    Holders may communicate as provided in Section 312(b) of the Trust
Indenture Act with other Holders with respect to their rights under this
Indenture or under the Securities.


       Section 7.03. REPORTS BY TRUSTEE.

       (1)    On or before July 15 in each year in which any of the Securities
are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Holders, as their names and addresses appear upon the Security
Register, a brief report as of the preceding May 15, if and to the extent
required under Section 313(a) of the Trust Indenture Act.

       (2)    The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

       (3)    A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with the Company, with each stock exchange
upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.


       Section 7.04. REPORTS BY COMPANY.

       (a)    The Company covenants and agrees to file with the Trustee, within
30 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with the rules and regulations

                                       63



prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to
Section 13 of the Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations.

       (b)    The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

       (c)    The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable over-night delivery service that provides for
evidence of receipt, to the Holders, as their names and addresses appear upon
the Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.


                                   ARTICLE 8
                              SUCCESSOR CORPORATION

       Section 8.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease all or substantially all of its properties and assets to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company, unless:

       (a)    in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease all or substantially all of its properties
and assets to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, all or substantially all of the properties and assets of the
Company shall be a corporation, partnership or trust, shall be organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant of this Indenture on the
part of the Company to be performed or observed;

       (b)    immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and

                                       64



       (c)    the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

       Section 8.02. SUCCESSOR SUBSTITUTED. Upon any consolidation of the
Company with, or merger of the company into, any other Person or any conveyance,
transfer or lease of all or substantially all of the properties and assets of
the Company in accordance with Section 8.01 above, the successor Person formed
by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under the Indenture with
the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under the Indenture and the
Offered Securities.

       Section 8.03. EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE. The Trustee,
subject to the provisions of Section 6.01, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article.


                                   ARTICLE 9
                             SUPPLEMENTAL INDENTURES

       Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Holders, for one or more of the following purposes:

       (1)    to cure any ambiguity, defect, or inconsistency herein, in the
Securities of any series;

       (2)    to comply with Article 8;

       (3)    to provide for uncertificated Securities in addition to or in
place of Certificated Securities;

       (4)    to add to the covenants of the Company for the benefit of the
Holders of all or any Series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are

                                       65



expressly being included solely for the benefit of such series) or to surrender
any right or power herein conferred upon the Company;

       (5)    to add to, delete from, or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities, as herein set forth;

       (6)    to make any change that does not adversely affect the rights of
any Holder in any material respect; or

       (7)    to provide for the issuance of and establish the form and terms
and conditions of the Securities of any series as provided in Section 3.01 to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Securities, or to add to the rights
of the Holders of any series of Securities.

       The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

       Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

       Section 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner not covered by Section 9.01 the rights of the Holders of the
Securities of such series under this Indenture; PROVIDED, HOWEVER, that no such
supplemental indenture shall, without the consent of the Holders of each
Security then Outstanding and affected thereby, (i) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to consent to any
such supplemental indenture.

                                       66



       It shall not be necessary for the consent of the Holders of any series
affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

       Section 9.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article or of
Section 8.01, this Indenture shall, with respect to such series, be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Holders of Securities of the
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

       Section 9.04. SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES. Securities
of any series, affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article or of Section 8.01, may bear a notation in form approved by the
Company, provided such form meets the requirements of any exchange upon which
such series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series so
modified as to conform, in the opinion of the Board of Directors of the Company,
to any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of that series then Outstanding.

       Section 9.05. EXECUTION OF SUPPLEMENTAL INDENTURES. Upon the request of
the Company, accompanied by its Board Resolutions authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Holders required to consent thereto as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not obligated to enter into such
supplemental indenture. The Trustee, subject to the provisions of Section 6.01
may receive an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for the Trustee
under the provisions of this Article to join in the execution thereof; PROVIDED,
HOWEVER, that such Opinion of Counsel need not be provided in connection with
the execution of a supplemental indenture that establishes the terms of a series
of Securities pursuant to Section 3.01 hereof.

                                       67



       Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the Holders of
all series affected thereby as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


                                   ARTICLE 10
                                    COVENANTS

       Section 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
will duly and punctually pay or cause to be paid the principal of (and premium,
if any) and interest on the Securities of that series at the time and place and
in the manner provided herein and established with respect to such Securities.

       Section 10.02. MAINTENANCE OF OFFICE OR AGENCY. So long as any series of
the Securities remain Outstanding, the Company agrees to maintain an office or
agency in the Borough of Manhattan, the City and State of New York, with respect
to each such series and at such other location or locations as may be designated
as provided in this Section 10.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be presented as
hereinabove authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by written notice
signed by its Chairman or a Vice President and delivered to the trustee,
designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

       Section 10.03. PAYING AGENTS. (a) If the Company shall appoint one or
more Paying Agents for all or any series of the Securities, other than the
Trustee, the Company will cause each such Paying Agent to execute and deliver to
the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:

              (1)    that it will hold all sums held by it as such agent for the
       payment of the principal of (and premium, if any) or interest on the
       Securities of that series (whether such sums have been paid to it by the
       Company or by any other obligor of such Securities) in trust for the
       benefit of the Persons entitled thereto;

                                       68



              (2)    that it will give the Trustee notice of any failure by the
       Company (or by any other obligor of such Securities) to make any payment
       of the principal of (and premium, if any) or interest on the Securities
       of that series when the same shall be due and payable;

              (3)    that it will, at any time during the continuance of any
       failure referred to in the preceding paragraph (a)(2) above, upon the
       written request of the Trustee, forthwith pay to the Trustee all sums so
       held in trust by such Paying Agent; and

              (4)    that it will perform all other duties of Paying Agent as
       set forth in this Indenture.

       (b)    If the Company shall act as its own Paying Agent with respect to
any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more Paying Agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of this Action or failure so to act.

       (c)    Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 4.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

       Section 10.04. APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all be a Trustee hereunder.

                                       69



       Section 10.05. COMPLIANCE WITH CONSOLIDATION PROVISIONS. The Company
will not, while any of the Securities remain Outstanding, consolidate with, or
merge into, or merge into itself, or sell or convey all or substantially all of
its property to any other company unless the provisions of Article 8 hereof are
complied with.

       Section 10.06. LIMITATION ON LIENS ON STOCK OF SIGNIFICANT SUBSIDIARIES.
The Company will not, and it will not permit any Subsidiary of the Company to,
at any time directly or indirectly create, assume, incur or permit to exist any
Indebtedness secured by a pledge, lien or other encumbrance (any pledge, lien or
other encumbrance being hereinafter in this Section referred to as a "LIEN") on
the voting stock of Marsh Inc., Putnam Investments LLC or Mercer Consulting
Group, Inc. (each a "SIGNIFICANT SUBSIDIARY") without making effective provision
whereby the Securities of any series then Outstanding (and, if the Company so
elects, any other Indebtedness of the Company that is not subordinate to the
Securities of such series and with respect to which the governing instruments
require, or pursuant to which the Company is otherwise obligated or required, to
provide such security) shall be equally and ratably secured with such secured
Indebtedness so long as such other Indebtedness shall be so secured.

       "INDEBTEDNESS" of any person means the principal of and premium, if any,
and interest due on indebtedness of such Person, whether outstanding on the date
of this Indenture or thereafter created, incurred or assumed, which is (a)
indebtedness for money borrowed, and (b) any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For the purposes of this
definition, "indebtedness for money borrowed" means (i) any obligation of, or
any obligation guaranteed by, such Person for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, (ii) any obligation of, or any such obligation guaranteed by, such
Person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of
property, assets or businesses (provided, however, that the deferred purchase
price of any business or property or assets shall not be considered Indebtedness
if the purchase price thereof is payable in full within 90 days from the date on
which such indebtedness was created), and (iii) any obligations of such Person
as lessee under leases required to be capitalized on the balance sheet of the
lessee under GAAP and leases of property or assets made as part of any sale and
lease-back transaction to which such Person is a party. For purposes of this
Section only, Indebtedness also includes any obligation of, or any obligation
guaranteed by, any Person for the payment of amounts due under a swap agreement
or similar instrument or agreement, or under a foreign currency hedge or similar
instrument or agreement.

       If the Company shall hereafter be required to secure the Securities of
any series equally and ratably with any other Indebtedness pursuant to this
Section, (i) the Company will promptly deliver to the Trustee an Officers'
Certificate stating that this Section has been complied with, and an Opinion of
Counsel stating that

                                       70



in the opinion of such counsel this Section has been complied with and (ii) the
Trustee is hereby authorized to enter into an indenture or agreement
supplemental hereto and to take such action, if any, as it may deem advisable to
enable it to enforce the rights of the Holders of the Securities of any series
so secured.

       Section 10.07. DELIVERY OF CERTAIN INFORMATION. If a series of Securities
includes Rule 144A Securities, at any time when the Company is not subject to
Section 13 or 15(d) of the Exchange Act, upon the request of a Holder of a
Security of that series, the Company shall promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder, to a
prospective purchaser who is a "qualified institutional buyer", within the
meaning of Rule 144A under the Securities Act, designated by such Holder or to
the Trustee for delivery to such Holder or prospective purchaser in order to
permit compliance by such Holder with Rule 144A in connection with the resale of
such Security or of a beneficial interest therein by such Holder; PROVIDED,
HOWEVER, that unless otherwise specified as contemplated by Section 3.01, the
Company shall not be required to furnish such information in connection with any
request made on or after the date which is two years from the date such Security
(or any Predecessor Security) was acquired from the Company. "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act as in effect from time to time.

                                   ARTICLE 11
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

       Section 11.01. REDEMPTION. The Company may redeem the Securities of any
series issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 3.01 hereof.

       Section 11.02. NOTICE OF REDEMPTION.

       (a)    In case the Company shall desire to exercise such right to redeem
all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved so to do, the Company shall, or shall cause
the Trustee to, give notice of such redemption to Holders of the Securities of
such series to be redeemed by mailing, first class postage prepaid, a notice of
such redemption not less than 30 days and not more than 90 days before the date
fixed for redemption of that series to such Holders at their last addresses as
they shall appear upon the Security Register unless a shorter period is
specified in the Securities to be redeemed. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered Holder receives the notice. In any case, failure
duly to give such notice to the Holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of
Securities prior to the expiration of any restriction on

                                       71



such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction.

       Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Securities of that series are to be
redeemed, and shall state that such Securities may be presented for redemption
at the office or agency of the Company in the Borough of Manhattan, the City and
State of New York, upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, that from and after said date interest will cease to accrue and
that the redemption is for a sinking fund, if such is the case. If less than all
the Securities of a series are to be redeemed, the notice to the Holders of
Securities of that series to be redeemed in whole or in part shall specify the
particular Securities to be so redeemed. In case any Security is to be redeemed
in part only, the notice that relates to such Security shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

       (b)    If the Trustee is to provide notice to the Holders of Securities
in accordance with Section 11.02(a) above, for a partial or full redemption, the
Company shall give the Trustee at least 45 days notice in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in such
other manner as it shall deem appropriate and fair in its discretion and that
may provide for the selection of a portion or portions (equal to one thousand
U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount
of such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part.

       The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chairman, its Chief Executive Officer,
its Chief Financial Officer or any Vice President, instruct the Trustee or any
Paying Agent to call all or any part of the Securities of a particular series
for redemption and to give notice of redemption in the manner set forth in this
Section, such notice to be in the name of the Company or its own name as the
Trustee or such Paying Agent may deem advisable. In any case in which notice of
redemption is to be given by the Trustee or any such Paying Agent, the Company
shall deliver or cause to be delivered to, or permit to remain with, the Trustee
or such Paying Agent, as the case may be, such Security Register, transfer books
or other records, or suitable copies or extracts therefrom, sufficient to enable
the Trustee or such Paying Agent to give any notice by mail that may be required
under the provisions of this Section.

       Section 11.03. PAYMENT UPON REDEMPTION.

                                       72



       (a)    If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the Place of Payment specified in the notice,
said Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the registered
Holder at the close of business on the applicable record date pursuant to
Section 3.07).

       (b)    Upon presentation of any security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the Holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

       Section 11.04. SINKING FUND. The provisions of Section 11.04, 11.05 and
11.06 shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

       The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 11.05. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

       Section 11.05. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company (i) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (ii) may apply as a credit
Securities of a series that have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, PROVIDED that such Securities have not been previously so credited. Such
Securities shall be received

                                       73



and credited for such purpose by the Trustee at the redemption price specified
in such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

       Section 11.06. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
45 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of the series, the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 11.05 and
the basis for such credit and will, together with such Officers' Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.02 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in
Section 11.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
11.03.

                                       74



       IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written.

                                        MARSH & MCLENNAN COMPANIES, INC.



                                        By /s/ Sandra S. Wijnberg
                                           -------------------------------------
                                           Name: Sandra S. Wijnberg
                                           Title: Chief Fianancial Officer

Attest:

/s/ Mark Dallara
- -------------------------
Mark Dallara
Vice President and Counsel
                                        STATE STREET BANK AND TRUST
                                        COMPANY, as Trustee


                                        By /s/ Roland S. Gustafsen
                                           -------------------------------------
                                           Name: Roland S. Gustafsen
                                           Title: Assistant Vice President

Attest:

/s/ Patrick E. Thebado
- -------------------------
Patrick E. Thebado
Vice President

                                       75



                                                                       ANNEX A-1


                         FORM OF TRANSFER CERTIFICATE -
                          RESTRICTED GLOBAL SECURITY TO
                     TEMPORARY REGULATION S GLOBAL SECURITY

                      REGULATION S GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.05(b)(ii))
                                of the Indenture)


STATE STREET BANK AND TRUST COMPANY, as Trustee
2 Avenue de Lafayette
6th Floor
Boston, MA 02111

              Re: [title of series] of Marsh & McLennan Companies, Inc. (the
                  -----------------------------------------------------------
                  "SECURITIES")
                  -------------

       Reference is hereby made to the Indenture, dated as of March 19, 2002
(the "INDENTURE"), between Marsh & McLennan Companies, Inc. (the "COMPANY") and
State Street Bank and Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       This certificate relates to U.S. $_____________ aggregate principal
amount of Securities which are evidenced by the Restricted Global Security
(CUSIP No. _________) and held with the Depositary in the name of [insert name
of transferor] (the "TRANSFEROR"). The Transferor has requested a transfer of
such beneficial interest in the Securities to a Person who will take delivery
thereof in the form of an equal aggregate principal amount of Securities
evidenced by the Temporary Regulation S Global Security (CUSIP No.
_____________), which amount, immediately after such transfer, is to be held
with the Depositary through Euroclear or Clearstream or both.

       In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with Rule 903 or Rule 904 under the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), and accordingly the Transferor
does hereby further certify that:

       (a)    the offer of the Securities was not made to a person in the United
              States;

       (b)    either:




              (i)    at the time the buy order was originated, the transferee
                     was outside the United States or the Transferor and any
                     person acting on its behalf reasonably believed that the
                     transferee was outside the United States, or

              (ii)   the transaction was executed in, on or through the
                     facilities of a designated offshore securities market and
                     neither the Transferor nor any person acting on its behalf
                     knows that the transaction was prearranged with a buyer in
                     the United States;

       (c)    no directed selling efforts have been made in contravention of the
              requirements of Rule 903(a) or 904(a) of Regulation S, as
              applicable;

       (d)    the transaction is not part of a plan or scheme to evade the
              registration requirements of the Securities Act; and

       (e)    upon completion of the transaction, the beneficial interest being
              transferred as described above will be held with the Depositary
              through Euroclear or Clearstream or both.

       We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers of the Securities under
the Purchase Agreement, dated _______ with the Company relating to the
Securities. Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities Act.

Dated:                                  [Insert Name of Transferor]



                                        By _____________________________________
                                           Name:
                                           Title:


                        (If the Transferor is a corporation, partnership or
                        fiduciary, the title of the Person signing on behalf of
                        such registered owner must be stated.)

                                       2



                                                                       ANNEX A-2


                         FORM OF TRANSFER CERTIFICATE --
                          RESTRICTED GLOBAL SECURITY TO
                          REGULATION S GLOBAL SECURITY
                      REGULATION S GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.05(b)(iii)
                                of the Indenture)

STATE STREET BANK AND TRUST COMPANY, as Trustee
2 Avenue de Lafayette
6th Floor
Boston, MA 02111

               Re: [title of series] of Marsh & McLennan Companies, Inc.
                   -----------------------------------------------------
                   (the "SECURITIES")
                   ------------------

       Reference is hereby made to the Indenture, dated as of March 19, 2002
(the "INDENTURE"), between Marsh & McLennan Companies, Inc. (the "COMPANY") and
State Street Bank and Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       This certificate relates to U.S. $_____________ aggregate principal
amount of Securities which are evidenced by the Restricted Global Security
(CUSIP No. _________) and held with the Depositary in the name of [insert name
of transferor] (the "TRANSFEROR"). The Transferor has requested a transfer of
such beneficial interest in the Securities to a Person who will take delivery
thereof in the form of an equal aggregate principal amount of Securities
evidenced by the Regulation S Global Security (CUSIP No. _____________).

       In connection with such request and in respect of such Securities, the
Transferor does hereby certify that:

       (a)    with respect to transfers made in reliance on Regulation S under
              the Securities Act of 1933, as amended (the "Securities Act"):

              (i)    the offer of the Securities was not made to a person in the
                     United States;

              (ii)   either:

                     1)     at the time the buy order was originated, the
                            transferee was outside the United States or the
                            Transferor and any person acting on its behalf




                            reasonably believed that the transferee was outside
                            the United States, or

                     2)     the transaction was executed in, on or through the
                            facilities of a designated offshore securities
                            market and neither the Transferor nor any person
                            acting on its behalf knows that the transaction was
                            prearranged with a buyer in the United States;

              (iii)  no directed selling efforts have been made in contravention
                     of the requirements of Rule 903(a) or 904(a) of Regulation
                     S, as applicable; and

              (iv)   the transaction is not part of a plan or scheme to evade
                     the registration requirements of the Securities Act; or

       (b)    with respect to transfers made in reliance on Rule 144 under the
              Securities Act, the Securities are being transferred in a
              transaction permitted by Rule 144 under the Securities Act.

       We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and Initial Purchasers of the Securities under the
Purchase Agreement, dated _________ with the Company relating to the Securities.
Terms used in this certificate and not otherwise defined in the Indenture have
the meanings set forth in Regulation S under the Securities Act.

Dated:                                  [Insert Name of Transferor]



                                        By _____________________________________
                                           Name:
                                           Title:


                                           (If the Transferor is a corporation,
                                           partnership or fiduciary, the title
                                           of the Person signing on behalf of
                                           such registered owner must be
                                           stated.)

                                       2



                                                                         ANNEX B


                         FORM OF TRANSFER CERTIFICATE --
                    TEMPORARY REGULATION S GLOBAL SECURITY OR
                   REGULATION S GLOBAL SECURITY TO RESTRICTED
                                 GLOBAL SECURITY

                       RESTRICTED GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.05(b)(iv)
                                of the Indenture)

STATE STREET BANK AND TRUST COMPANY, as Trustee
2 Avenue de Lafayette
6th Floor
Boston, MA 02111

               Re:  [title of series] of Marsh & McLennan Companies, Inc.
                    ------------------------------------------------------
                    (the "SECURITIES")
                    ------------------

       Reference is hereby made to the Indenture, dated as of March 19, 2002
(the "INDENTURE"), between Marsh & McLennan Companies, Inc. (the "COMPANY") and
State Street Bank and Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       This certificate relates to U.S. $_________________ aggregate principal
amount of Securities which are evidenced by the Temporary Regulation S Global
Security or the Regulation S Global Security (CUSIP No. _________) and held with
the Depositary through Euroclear or Clearstream or both in the name of [insert
name of transferor] (the "TRANSFEROR") during the Restricted Period. The
Transferor has requested a transfer of such beneficial interest in the
Securities to a Person that will take delivery thereof in the form of an equal
principal amount of Securities evidenced by the Restricted Global Security
(CUSIP No. _________).

       In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with Rule 144A under the United States Securities Act of 1933,
as amended, and accordingly the Transferor does hereby further certify that the
Securities are being transferred to a person that the Transferor reasonably
believes is purchasing the Securities for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A and the Securities have been transferred in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States.




         We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers of the Securities under
the Purchase Agreement, dated __________ with the Company relating to the
Securities.


Dated:                                  [Insert Name of Transferor]



                                        By _____________________________________
                                           Name:
                                           Title:

                                           (If the Transferor owner is a
                                           corporation, partnership or
                                           fiduciary, the title of the Person
                                           signing on behalf of such registered
                                           owner must be stated.)

                                       2



                                                                       ANNEX C-1


                 FORM OF CERTIFICATION TO BE GIVEN BY HOLDERS OF
                 BENEFICIAL INTEREST IN A TEMPORARY REGULATION S
                   GLOBAL SECURITY TO EUROCLEAR OR CLEARSTREAM

                         OWNER SECURITIES CERTIFICATION

[EUROCLEAR BANK S.A./N.V.,
  as Operator of the Euroclear
  Clearance System] [or] CLEARSTREAM BANKING,
  SOCIETE ANONYME, LUXEMBOURG]

                       Re: [title of series] of Marsh & McLennan Companies, Inc.
                           -----------------------------------------------------
                           (the "SECURITIES")
                           ------------------

       Reference is hereby made to the Indenture, dated as of March 19, 2002
(the "INDENTURE"), between Marsh & McLennan Companies, Inc. (the "COMPANY") and
State Street Bank and Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       This certificate relates to U.S. $_________________ aggregate principal
amount of Securities which are evidenced by the Temporary Regulation S Global
Security (CUSIP No. _________) and held with the Depositary through Euroclear or
Clearstream or both in the name of [insert name of holder] (the "Holder").

       In respect of such Securities, the Holder does hereby certify that as of
the date hereof, the above-captioned Securities are beneficially owned by
non-U.S. Persons and are not held for purposes of resale directly or indirectly
to a U.S. Person or to a person within the United States or its possessions.

       As used herein, "United States" means the United States of America, its
territories and possessions, any state of the United States, and the District of
Columbia. As used herein, U.S. Person has the meaning assigned to it in Rule 902
under the Securities Act of 1933, as amended.

       We undertake to advise you immediately by tested telex on or prior to the
date on which you intend to submit your certification relating to the Securities
held by you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.




       We understand that this certification is required in connection with
certain securities laws in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings. This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers of the
Securities under the Purchase Agreement, dated ________ with the Company
relating to the Securities.

Date:______________, ____(1)




                                           -------------------------------------
                                           [Name of Person Making Certification]


- -------------
       (1)    To be dated no earlier than 15 days prior to the transfer or
       exchange date to which the certification relates.


                                       2



                                                                       ANNEX C-2


                        FORM OF CERTIFICATION TO BE GIVEN
                    BY THE EUROCLEAR OPERATOR OR CLEARSTREAM,
                                 SOCIETE ANONYME

                       DEPOSITARY SECURITIES CERTIFICATION

STATE STREET BANK AND TRUST COMPANY, as Trustee
2 Avenue de Lafayette
6th Floor
Boston, MA 02111


                      Re:  [title of series] of Marsh & McLennan Companies, Inc.
                           ----------------------------------------------------
                           (the "SECURITIES")
                           ------------------

       Reference is hereby made to the Indenture, dated as of March 19, 2002
(the "INDENTURE"), between Marsh & McLennan Companies, Inc. (the "COMPANY") and
State Street Bank and Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "MEMBER ORGANIZATIONS") substantially
to the effect set forth in the Indenture, as of the date hereof, $__________
aggregate principal amount of the above-captioned Securities are beneficially
owned by non-U.S. Persons and are not held for purposes of resale directly or
indirectly to a U.S. Person or to a person within the United States or its
possessions.

       As used herein, "UNITED STATES" means the United States of America, its
territories and possessions, any state of the United States, and the District of
Columbia. As used herein, U.S. Person has the meaning assigned to it in Rule 902
under the Securities Act of 1933, as amended.

       We further certify (i) that we are not making available herewith for
exchange any portion of the Temporary Regulation S Global Security excepted in
such certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.




         We understand that this certification is required in connection with
certain securities laws of the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings. This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers of the
Securities under the Purchase Agreement, dated _________ with the Company
relating to the Securities.

Dated:



                                       By:______________________________________
                                          [EUROCLEAR BANK SA/N.V.,
                                          as Operator of the Euroclear Clearance
                                          System] [or] [CLEARSTREAM BANKING,
                                          SOCIETE ANONYME LUXEMBOURG]

                                       2



                                                                       ANNEX D-1


                         FORM OF TRANSFER CERTIFICATE --
                        NON-GLOBAL RESTRICTED SECURITY TO
                           RESTRICTED GLOBAL SECURITY

                       RESTRICTED GLOBAL NOTE CERTIFICATE
                  (for transfers pursuant to Section 3.05(b)(v)
                                of the Indenture)

STATE STREET BANK AND TRUST COMPANY, as Trustee
2 Avenue de Lafayette
6th Floor
Boston, MA 02111


                      Re:  [title of series] of Marsh & McLennan Companies, Inc.
                           -----------------------------------------------------
                           (the "SECURITIES")
                           ------------------

       Reference is hereby made to the Indenture, dated as of March 19, 2002
(the "Indenture"), between Marsh & McLennan Companies, Inc. (the "COMPANY") and
State Street Bank & Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       This certificate relates to $_____________ aggregate principal amount of
Securities held in definitive form (CUSIP No. _______) by [insert name of
transferor] (the "TRANSFEROR"). The Transferor has requested a transfer of such
Securities to a Person that will take delivery in the form of an equal principal
amount of Securities evidenced by the Restricted Global Security (CUSIP No.
___________).

       In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with Rule 144A under the United States Securities Act of 1933,
as amended, and accordingly the Transferor does hereby further certify that the
Securities are being transferred to a person that the Transferor reasonably
believes is purchasing the Securities for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A and the Securities have been transferred in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States.




       We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers of the Securities under
the Purchase Agreement, dated ________ with the Company relating to the
Securities.

Dated:                                  [Insert Name of Transferor]



                                        By _____________________________________
                                           Name:
                                           Title:



                                       2



                                                                       ANNEX D-2

                        FORM OF CERTIFICATE -- NON-GLOBAL
                   RESTRICTED SECURITY TO REGULATION S GLOBAL
                       SECURITY OR TEMPORARY REGULATION S
                                 GLOBAL SECURITY

                      REGULATION S GLOBAL NOTE CERTIFICATE
                  (for transfers pursuant to Section 3.05(b)(v)
                                of the Indenture)

STATE STREET BANK AND TRUST COMPANY, as Trustee
2 Avenue de Lafayette
6th Floor
Boston, MA 02111


                      Re:  [title of series] of Marsh & McLennan Companies, Inc.
                           -----------------------------------------------------
                           (the "SECURITIES")
                           ------------------

       Reference is hereby made to the Indenture, dated as of March 19, 2002
(the "Indenture"), between Marsh & McLennan Companies, Inc. (the "COMPANY") and
State Street Bank and Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       This certificate relates to $____________ aggregate principal amount of
Securities held in definitive form (CUSIP No. _____) by [insert name of
transferor] (the "TRANSFEROR"). The Transferor has requested an exchange or
transfer of such Securities to a Person that will take delivery in the form of
an equal principal amount of Securities evidenced by the Regulation S Global
Security or the Temporary Regulation S Global Security (CUSIP No. -----------).

       In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with (a) Rule 903 or Rule 904 under the Securities Act of
1933, as amended (the "Act"), or (b) Rule 144 under the Act, if available, and
accordingly the Transferor does hereby further certify that:

       (a)    if the transfer has been effected pursuant to Rule 903 or
              Rule 904:

              (i)    the offer of the Securities was not made to a person in the
                     United States;

              (ii)   either:



                     1)     at the time the buy order was originated, the
                            transferee was outside the United States or the
                            Transferor and any person acting on its behalf
                            reasonably believed that the transferee was outside
                            the United States, or

                     2)     the transaction was executed in, on or through the
                            facilities of a designated offshore securities
                            market and neither the Transferor nor any person
                            acting on its behalf knows that the transaction was
                            prearranged with a buyer in the United States;

              (iii)  no directed selling efforts have been made in contravention
                     of the requirements of Rule 903(a) or 904(a) of Regulation
                     S, as applicable;

              (iv)   the transaction is not part of a plan or scheme to evade
                     the registration requirements of the Act; and

              (v)    if such transfer is to occur during the Restricted Period,
                     upon completion of the transaction, the beneficial interest
                     being transferred as described above was held with the
                     Depositary through [Euroclear] [Clearstream]; or

       (b)    if the transfer has been effected pursuant to Rule 144:

              (i)    more than two years has elapsed since the date of the
                     closing of the initial placement of the Securities pursuant
                     to the Purchase Agreement, dated ________, between the
                     Company and the representatives of the several purchasers
                     named therein; and

              (ii)   the Securities have been transferred in a transaction
                     permitted by Rule 144 and made in accordance with any
                     applicable securities laws of any state of the United
                     States.

       We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers of the Securities under
the Purchase Agreement, dated _________ with the Company relating to the
Securities.

Dated:                                  [Insert Name of Transferor]


                                       2



                                                                         ANNEX E


                    INSTITUTIONAL ACCREDITED INVESTOR LETTER


Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036

[Insert name and address of initial purchasers]

STATE STREET BANK AND TRUST COMPANY
2 Avenue de Lafayette
6th Floor
Boston, MA 02111


Ladies and Gentlemen:

       In connection with our proposed purchase of [title of securities]
(collectively, the "NOTES") of Marsh & McLennan Companies, Inc. (the "ISSUER"),
we confirm that:

       1.     We are an "accredited investor" (as defined in Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), purchasing for our own account, and we have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we are able
to bear the economic risk of our investment.

       2.     We understand and acknowledge that the Notes have not been
registered under the Securities Act or any other applicable securities law, and
that the Notes may not be offered or sold except as permitted in the following
paragraphs.

       We agree that if we should sell any Notes, we will do so only (A) to the
Issuer or any subsidiary thereof, (B) pursuant to an effective registration
statement under the Securities Act, (C) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (D)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, or (E) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available); and we further agree to
provide to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein.

       3.     We understand that, on any proposed resale of any Notes, we may be
required to furnish to the Issuer and the trustee a legal opinion satisfactory
to




them and such certifications and other information as the Issuer may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

       4.     We are acquiring the Notes for investment purposes and not with a
view to distribution thereof or with any present intention of offering or
selling any Notes, except as permitted above.

       You are entitled to rely upon this letter and you are irrevocably
authorized to produce this letter or a copy hereto to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

       THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                                       Very truly yours,



                                       By:

                                       Name:
                                       Title:
                                       Date:

Notes to be Purchased:
$__________ principal amount of the Notes

                                       2



                                                                         ANNEX F


                        FORM OF INSTRUCTION FOR EXCHANGE
           (For use prior to the exchange of a Temporary Regulation S
                     for one or more Restricted Securities.)

                              EXCHANGE INSTRUCTIONS

                        MARSH & MCLENNAN COMPANIES, INC.
                      [TITLE OF SERIES] (THE "SECURITIES")

       Pursuant to Section 305(b)(vi)(3) of the Indenture, dated as of March 19,
2002 (the "INDENTURE"), between Marsh & McLennan Companies, Inc. and State
Street Bank and Trust Company, as Trustee, [Name of Initial Purchaser] hereby
requests that U.S.$___________ aggregate principal amount of the above-captioned
Securities held by you for our account in the Temporary Regulation S Security
(CUSIP No. ______) (as defined in the Indenture) be exchanged for one or more
Restricted [Global] Securities [(CUSIP No. _______)] in the denominations and
registered in the names of the Holders requested as set forth below:

Denominations                       Registered Name
- -------------                       ---------------

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

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

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

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

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

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

Dated:                              [Name of Initial
      ----------------------        Purchaser]
                                    By:
                                       --------------------------

                                                           Exhibits 5.1 and 23.1


                                                               May 3, 2002




Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036

Ladies and Gentlemen:

         We have acted as special counsel to Marsh & McLennan Companies, Inc., a
Delaware corporation (the "Company"), in connection with the Company's offer
(the "Exchange Offer") to exchange its registered 5.375% Senior Notes due 2007
and 6.25% Senior Notes due 2012 (the "Exchange Notes") for any and all of its
outstanding 5.375% Senior Notes due 2007 and 6.25% Senior Notes due 2012 (the
"Restricted Notes"). The Restricted Notes were, and the Exchange Notes will be,
issued under an Indenture (the "Indenture") dated as of March 19, 2002 between
the Company and State Street Bank and Trust Company, as Trustee (the "Trustee").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.

         Upon the basis of the foregoing, we are of the opinion that the
Exchange Notes, when duly executed, authenticated and delivered in exchange for
the Restricted Notes in accordance with the terms of the Indenture and the
Exchange Offer, will be valid and binding obligations of the Company enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
general principles of equity.





                                  2                                May 3, 2002


         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
reference to us under the caption "Legal Matters" in the prospectus contained in
such Registration Statement.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that State Street Bank and Trust Company, as Exchange Agent for
the Exchange Offer, may rely upon this opinion as if it were addressed directly
to it.



                                               Very truly yours,


                                               /s/ Davis Polk & Wardwell

                                                                    Exhibit 23.2



                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Marsh & McLennan Companies, Inc. on Form S-4, of our report dated March 1,
2002 appearing in, and incorporated by reference in, the Annual Report on Form
10-K of Marsh & McLennan Companies, Inc. for the year ended December 31, 2001
and to the reference to us under the heading "Experts" in the Prospectus, which
is a part of this Registration Statement.




                                                 /s/ Deloitte & Touche LLP

                                                 Deloitte & Touche LLP


New York, New York
May 3, 2002

                                                                    Exhibit 25.1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1
                                    ---------

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                   OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)


                       STATE STREET BANK AND TRUST COMPANY
               (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

               Massachusetts                                     04-1867445
     (JURISDICTION OF INCORPORATION OR                        (I.R.S. EMPLOYER
 ORGANIZATION IF NOT A U.S. NATIONAL BANK)                   IDENTIFICATION NO.)

                225 Franklin Street, Boston, Massachusetts 02110
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

  Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
                225 Franklin Street, Boston, Massachusetts 02110
                                 (617) 654-3253
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)


                        MARSH & MCLENNAN COMPANIES, INC.
               (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                      36-2668272
    (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

                           1166 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036

               (Address of principal executive offices) (Zip Code)

                              (TYPE OF SECURITIES)
                                  SENIOR NOTES



                                     GENERAL

ITEM 1.  GENERAL INFORMATION.

         FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
         WHICH IT IS SUBJECT.

              Department of Banking and Insurance of The Commonwealth of
              Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

              Board of Governors of the Federal Reserve System, Washington,
              D.C., Federal Deposit Insurance Corporation, Washington, D.C.

         (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

              Trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

              The obligor is not an affiliate of the trustee or of its parent,
              State Street Corporation.

              (See note on page 2.)

ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.

ITEM 16.  LIST OF EXHIBITS.

         LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

         1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
         EFFECT.

              A copy of the Articles of Association of the trustee, as now in
              effect, is on file with the Securities and Exchange Commission as
              Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
              Qualification of Trustee (Form T-1) filed with the Registration
              Statement of Morse Shoe, Inc. (File No. 22-17940) and is
              incorporated herein by reference thereto.

         2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
         BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

              A copy of a Statement from the Commissioner of Banks of
              Massachusetts that no certificate of authority for the trustee to
              commence business was necessary or issued is on file with the
              Securities and Exchange Commission as Exhibit 2 to Amendment No. 1
              to the Statement of Eligibility and Qualification of Trustee (Form
              T-1) filed with the Registration Statement of Morse Shoe, Inc.
              (File No. 22-17940) and is incorporated herein by reference
              thereto.

         3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
         TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS
         SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

              A copy of the authorization of the trustee to exercise corporate
              trust powers is on file with the Securities and Exchange
              Commission as Exhibit 3 to Amendment No. 1 to the Statement of
              Eligibility and Qualification of Trustee (Form T-1) filed with the
              Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and
              is incorporated herein by reference thereto.

         4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
         CORRESPONDING THERETO.

         A copy of the by-laws of the trustee, as now in effect, is on file with
         the Securities and Exchange Commission as Exhibit 4 to the Statement of
         Eligibility and Qualification of Trustee (Form T-1) filed with the
         Registration Statement of Senior Housing Properties Trust (File No.
         333-60392) and is incorporated herein by reference thereto.


                                        1


         5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
         DEFAULT.

              Not applicable.

         6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
         SECTION 321(B) OF THE ACT.

              The consent of the trustee required by Section 321(b) of the Act
              is annexed hereto as Exhibit 6 and made a part hereof.

         7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
         PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING
         AUTHORITY.

              A copy of the latest report of condition of the trustee published
              pursuant to law or the requirements of its supervising or
              examining authority is annexed hereto as Exhibit 7 and made a part
              hereof.

                                      NOTES

         In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

         The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 3rd of May, 2002.


                                       STATE STREET BANK AND TRUST COMPANY


                                       By:  /s/ ROLAND S. GUSTAFSEN
                                           -------------------------------------
                                           NAME   ROLAND S. GUSTAFSEN
                                           TITLE  ASSISTANT VICE PRESIDENT


                                        2


                                                                       EXHIBIT 6


                             CONSENT OF THE TRUSTEE

         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by Marsh &
McLennan Companies, Inc. of its Senior Notes, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.


                                       STATE STREET BANK AND TRUST COMPANY

                                       By: /s/ ROLAND S. GUSTAFSEN
                                           -------------------------------------
                                           NAME  ROLAND S. GUSTAFSEN
                                           TITLE ASSISTANT VICE PRESIDENT

DATED: MAY 3, 2002


                                        3


                                                                       EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business DECEMBER 31, 2001
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).



                                                                             Thousands of
ASSETS                                                                          Dollars
                                                                               
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...........................  1,638,539
Interest-bearing balances.................................................... 20,306,291
Securities................................................................... 20,724,659
Federal funds sold and securities purchased
         under agreements to resell in domestic offices
         of the bank and its Edge subsidiary................................. 12,360,932
Loans and lease financing receivables:
         Loans and leases, net of unearned income............................  5,979,937
         Allowance for loan and lease losses.................................     58,361
         Allocated transfer risk reserve.....................................          0
         Loans and leases, net of unearned income and allowances.............  5,921,576
Assets held in trading accounts .............................................  1,781,781
Premises and fixed assets ...................................................    574,101
Other real estate owned .....................................................          0
Investments in unconsolidated subsidiaries ..................................     35,121
Customers' liability to this bank on acceptances outstanding ................     54,569
Intangible assets ...........................................................    579,993
Other assets ................................................................  1,432,028
                                                                              ----------
Total assets ................................................................ 65,409,590
                                                                              ----------

LIABILITIES
Deposits:
         In domestic offices ................................................ 12,137,037
              Noninterest-bearing ...........................................  9,384,247
              Interest-bearing ..............................................  2,752,790
         In foreign offices and Edge subsidiary ............................. 26,718,438
              Noninterest-bearing ...........................................     48,768
              Interest-bearing .............................................. 26,669,670
Federal funds purchased and securities sold under
         agreements to repurchase in domestic offices of
         the bank and of its Edge subsidiary ................................ 18,959,275
Demand notes issued to the U.S. Treasury ....................................          0
Trading liabilities .........................................................  1,059,907
Other borrowed money ........................................................    512,153
Subordinated notes and debentures ...........................................          0
Bank's liability on acceptances executed and outstanding ....................     54,569
Other liabilities ...........................................................  1,732,217
                                                                              ----------
Total liabilities ........................................................... 61,173,596
                                                                              ----------
Minority interest in consolidated subsidiaries ..............................     48,038

EQUITY CAPITAL
Perpetual preferred stock and related surplus ...............................          0
Common stock ................................................................     29,931
Surplus .....................................................................    581,840
Retained Earnings ...........................................................  3,502,793
         Accumulated other comprehensive income .............................     73,392
Other equity capital components .............................................          0
Undivided profits and capital reserves/Net unrealized holding gains (losses).          0
         Net unrealized holding gains (losses) on available-for-sale
         securities .........................................................          0
Cumulative foreign currency translation adjustments .........................          0
Total equity capital ........................................................  4,187,956
                                                                              ----------
Total liabilities, minority interest and equity capital ..................... 65,409,590
                                                                              ----------



                                        4


I, Frederick P. Baughman, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                       Frederick P. Baughman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                                       Ronald E. Logue
                                       David A. Spina
                                       Truman S. Casner


                                       5

                                                                    EXHIBIT 99.1

                              LETTER OF TRANSMITTAL

                        MARSH & MCLENNAN COMPANIES, INC.


                              OFFER TO EXCHANGE ITS
                          5.375% SENIOR NOTES DUE 2007
                           6.25% SENIOR NOTES DUE 2012
                  (REGISTERED UNDER THE SECURITIES ACT OF 1933)
                       FOR ANY AND ALL OF ITS OUTSTANDING
                          5.375% SENIOR NOTES DUE 2007
                           6.25% SENIOR NOTES DUE 2012


                           PURSUANT TO THE PROSPECTUS
                            DATED ____________, 2002



     THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
     YORK CITY TIME, ON ________________, 2002 UNLESS THE OFFER IS EXTENDED.

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                       STATE STREET BANK AND TRUST COMPANY


BY REGISTERED OR CERTIFIED MAIL:               BY OVERNIGHT DELIVERY OR HAND:

State Street Bank and Trust Company          State Street Bank and Trust Company
       2 Avenue de Lafayette                        2 Avenue de Lafayette
         Boston, MA 02111                             Boston, MA 02111
      Attention: Ralph Jones                       Attention: Ralph Jones


                            FACSIMILE TRANSMISSIONS:
                       (FOR ELIGIBLE INSTITUTIONS ONLY):
                                 (617) 662-1452
                             Attention: Ralph Jones
                             CONFIRM BY TELEPHONE:
                                 (617) 662-1548

     DELIVERY  OF THIS  LETTER OF  TRANSMITTAL  TO AN ADDRESS  OTHER THAN AS SET
FORTH ABOVE OR  TRANSMISSION  OF THIS LETTER OF  TRANSMITTAL  VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

     THE  INSTRUCTIONS  CONTAINED  HEREIN SHOULD BE READ  CAREFULLY  BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.




     Capitalized  terms used but not defined  herein shall have the same meaning
given them in the Prospectus (as defined below).

     This Letter of  Transmittal  is to be  completed  by holders of  Restricted
Notes (as defined below) if Restricted  Notes are to be forwarded  herewith and,
unless your  Restricted  Notes are held  through The  Depository  Trust  Company
("DTC"),  should be accompanied by the certificates for the Restricted Notes. If
tenders of Restricted Notes are to be made by book-entry  transfer to an account
maintained by State Street Bank and Trust Company (the "Exchange  Agent") at DTC
pursuant  to  the  procedures  set  forth  in  "The  Exchange  Offer--Book-Entry
Transfer" in the  Prospectus and in accordance  with the Automated  Tender Offer
Program ("ATOP") established by DTC, a tendering holder will become bound by the
terms and conditions hereof in accordance with the procedures  established under
ATOP and need not complete, execute and deliver this Letter of Transmittal.

     Holders of Restricted Notes whose  certificates  (the  "certificates")  for
such Restricted Notes are not immediately  available or who cannot deliver their
certificates and all other required  documents to the Exchange Agent on or prior
to the expiration date (as defined in the Prospectus) or who cannot complete the
procedures  for  book-entry  transfer  on a  timely  basis,  must  tender  their
Restricted  Notes according to the guaranteed  delivery  procedures set forth in
"The Exchange  Offer--Guaranteed  Delivery  Procedures" in the  Prospectus.  SEE
INSTRUCTION 1.

                                        2




                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

    ALL TENDERING HOLDERS OF 5.375% SENIOR NOTES DUE 2007 COMPLETE THIS BOX:



- -------------------------------------------------------------------------------------------------------------------
                             DESCRIPTION OF 5.375% SENIOR NOTES DUE 2007 TENDERED
- -------------------------------------------------------------------------------------------------------------------
  NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                 5.375% SENIOR NOTES DUE 2007 TENDERED
            (PLEASE FILL IN, IF BLANK)                            (ATTACH ADDITIONAL LIST IF NECESSARY)
- -------------------------------------------------------------------------------------------------------------------
                                                                                       
                                                                                                PRINCIPAL AMOUNT OF
                                                                            PRINCIPAL AMOUNT    5.375% SENIOR NOTES
                                                         CERTIFICATE        OF 5.375% SENIOR     DUE 2007 TENDERED
                                                          NUMBER(S)*         NOTES DUE 2007     (IF LESS THAN ALL)**
- -------------------------------------------------------------------------------------------------------------------

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

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

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

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

                                                        -----------------------------------------------------------
                                                         TOTAL AMOUNT
                                                           TENDERED
- -------------------------------------------------------------------------------------------------------------------

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

*    Need not be completed by holders tendering by book-entry transfer or in accordance with DTC's ATOP procedures.

**   5.375%  Senior  Notes due 2007 may be tendered  in whole or in part in  denominations  of $1,000 and  multiples
     thereof.  All 5.375% Senior Notes due 2007 held shall be deemed tendered unless a lesser number is specified in
     this column.
- -------------------------------------------------------------------------------------------------------------------


- -------------------------------------------------------------------------------------------------------------------
ALL TENDERING HOLDERS OF 6.25% SENIOR NOTES DUE 2012 COMPLETE THIS BOX:
- -------------------------------------------------------------------------------------------------------------------
                                 DESCRIPTION OF 6.25% SENIOR NOTES DUE 2012 TENDERED
- -------------------------------------------------------------------------------------------------------------------
  NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                 6.25% SENIOR NOTES DUE 2012 TENDERED
            (PLEASE FILL IN, IF BLANK)                            (ATTACH ADDITIONAL LIST IF NECESSARY)
- -------------------------------------------------------------------------------------------------------------------
                                                                                       
                                                                                                PRINCIPAL AMOUNT OF
                                                                            PRINCIPAL AMOUNT   6.25% SENIOR NOTES DUE
                                                         CERTIFICATE        OF 6.25% SENIOR        2012 TENDERED
                                                          NUMBER(S)*         NOTES DUE 2012     (IF LESS THAN ALL)**
- -------------------------------------------------------------------------------------------------------------------

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

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

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

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

                                                        -----------------------------------------------------------
                                                         TOTAL AMOUNT
                                                           TENDERED
- -------------------------------------------------------------------------------------------------------------------

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

*    Need not be completed by holders tendering by book-entry transfer or in accordance with DTC's ATOP procedures.

**   6.25%  Senior  Notes due 2012 may be  tendered  in whole or in part in  denominations  of $1,000 and  multiples
     thereof.  All 6.25% Senior Notes due 2012 held shall be deemed  tendered unless a lesser number is specified in
     this column.
- -------------------------------------------------------------------------------------------------------------------


            (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

[ ]  CHECK HERE IF TENDERED  RESTRICTED  NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT  MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:

     Name of Tendering Institution
                                  ----------------------------------------------
     DTC Account Number
                       ---------------------------------------------------------
     Transaction Code Number
                            ----------------------------------------------------

                                        3



[ ]  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED  DELIVERY IF
     TENDERED  RESTRICTED  NOTES ARE  BEING  DELIVERED  PURSUANT  TO A NOTICE OF
     GUARANTEED  DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
     FOLLOWING:

     Name of Registered Holder(s)
                                 -----------------------------------------------
     Window Ticket Number (if any)
                                  ----------------------------------------------
     Date of Execution of Notice of Guaranteed Delivery
                                                       -------------------------
     Name of Institution which Guaranteed
                                         ---------------------------------------
     If Guaranteed Delivery is to be made By Book-Entry Transfer:

     Name of Tendering Institution
                                  ----------------------------------------------
     DTC Account Number
                       ---------------------------------------------------------
     Transaction Code Number
                            ----------------------------------------------------

[ ]  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED  RESTRICTED
     NOTES ARE TO BE RETURNED  BY  CREDITING  THE DTC  ACCOUNT  NUMBER SET FORTH
     ABOVE.

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE RESTRICTED NOTES FOR
     ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
     "PARTICIPATING  BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
     THE  PROSPECTUS  AND 10 COPIES OF ANY  AMENDMENTS OR  SUPPLEMENTS  THERETO.

     Name:
          ----------------------------------------------------------------------
     Address:
             -------------------------------------------------------------------

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


                                        4



Ladies and Gentlemen:

       The  undersigned  hereby tenders to Marsh & McLennan  Companies,  Inc., a
Delaware  corporation  (the  "Company"),  the principal  amount of the Company's
outstanding 5.375% Senior Notes due 2007 (the "2007 Restricted Notes") and 6.25%
Senior Notes due 2012 (the "2012 Restricted  Notes" and, together with the "2007
Restricted  Notes," the  "Restricted  Notes")  specified above in exchange for a
like aggregate principal amount of the Company's  registered 5.375% Senior Notes
due 2007 (the "2007 Exchange  Notes") and 6.25% Senior Notes due 2012 (the "2012
Exchange  Notes" and,  together  with the "2007  Exchange  Notes," the "Exchange
Notes"),  upon  the  terms  and  subject  to the  conditions  set  forth  in the
Prospectus  dated  _________,  2002 (as the same may be amended or  supplemented
from time to time, the "Prospectus"),  receipt of which is acknowledged,  and in
this Letter of Transmittal (which, together with the Prospectus,  constitute the
"Exchange  Offer").  The Exchange Offer has been registered under the Securities
Act of 1933, as amended (the "Securities Act").

       Subject to and effective  upon the  acceptance for exchange of all or any
portion of the Restricted  Notes tendered  herewith in accordance with the terms
and  conditions  of the Exchange  Offer  (including,  if the  Exchange  Offer is
extended  or  amended,  the  terms  and  conditions  of any  such  extension  or
amendment),  the undersigned hereby sells,  assigns and transfers to or upon the
order of the Company  all right,  title and  interest in and to such  Restricted
Notes  as are  being  tendered  herewith.  The  undersigned  hereby  irrevocably
constitutes  and appoints the Exchange  Agent as its agent and  attorney-in-fact
(with full  knowledge  that the  Exchange  Agent is also  acting as agent of the
Company in  connection  with the  Exchange  Offer) with  respect to the tendered
Restricted Notes, with full power of substitution  (such power of attorney being
deemed to be an irrevocable power coupled with an interest), subject only to the
right of withdrawal described in the Prospectus, to (i) deliver certificates for
Restricted  Notes to the Company  together  with all  accompanying  evidences of
transfer and authenticity to, or upon the order of, the Company, upon receipt by
the Exchange  Agent,  as the  undersigned's  agent,  of the Exchange Notes to be
issued in exchange for such Restricted Notes, (ii) present certificates for such
Restricted Notes for transfer, and to transfer the Restricted Notes on the books
of the  Company,  and (iii)  receive for the account of the Company all benefits
and  otherwise  exercise all rights of beneficial  ownership of such  Restricted
Notes, all in accordance with the terms and conditions of the Exchange Offer.

       THE UNDERSIGNED  HEREBY  REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND  AUTHORITY  TO TENDER,  EXCHANGE,  SELL,  ASSIGN AND TRANSFER THE
RESTRICTED  NOTES  TENDERED  HEREBY  AND THAT,  WHEN THE SAME ARE  ACCEPTED  FOR
EXCHANGE,  THE COMPANY WILL ACQUIRE  GOOD,  MARKETABLE  AND  UNENCUMBERED  TITLE
THERETO,  FREE AND CLEAR OF ALL LIENS,  RESTRICTIONS,  CHARGES AND ENCUMBRANCES,
AND THAT THE  RESTRICTED  NOTES  TENDERED  HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES.  THE UNDERSIGNED WILL, UPON REQUEST,  EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY
OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE RESTRICTED
NOTES TENDERED  HEREBY,  AND THE  UNDERSIGNED  WILL COMPLY WITH ITS  OBLIGATIONS
UNDER THE REGISTRATION RIGHTS AGREEMENT.  THE UNDERSIGNED HAS READ AND AGREES TO
ALL OF THE TERMS OF THE EXCHANGE OFFER.

       The name(s) and address(es) of the registered holder(s) of the Restricted
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the certificates  representing  such Restricted  Notes.
The certificate  number(s) and the Restricted Notes that the undersigned  wishes
to tender should be indicated in the appropriate boxes above.

       If any  tendered  Restricted  Notes  are not  exchanged  pursuant  to the
Exchange  Offer  for any  reason,  or if  certificates  are  submitted  for more
Restricted  Notes than are tendered or accepted for exchange,  certificates  for
such unaccepted or non exchanged  Restricted  Notes will be returned (or, in the
case of Restricted Notes tendered by book-entry transfer,  such Restricted Notes
will be  credited  to an  account  maintained  at DTC),  without  expense to the
tendering  holder,  promptly  following  the  expiration or  termination  of the
Exchange Offer.

       The undersigned  understands that tenders of Restricted Notes pursuant to
any one of the  procedures  described  in "The  Exchange  Offer--Procedures  for
Tendering  Restricted  Notes" in the Prospectus and in the  instructions  hereto
will,  upon the Company's  acceptance  for exchange of such tendered  Restricted
Notes, constitute a binding agreement

                                        5



between  the  undersigned  and the  Company  upon the terms and  subject  to the
conditions of the Exchange Offer.  In all cases inwhich a Participant  elects to
accept  the  Exchange  Offer  by  transmitting  an  express   acknowledgment  in
accordance with the established ATOP procedures, such Participant shall be bound
by all of the terms and conditions of this Letter of  Transmittal,  but need not
complete,  execute  and  deliver  this Letter of  Transmittal.  The  undersigned
recognizes that, under certain  circumstances  set forth in the Prospectus,  the
Company may not be required to accept for exchange any of the  Restricted  Notes
tendered hereby.

       Unless otherwise  indicated herein in the box entitled  "Special Issuance
Instructions"  below, the undersigned  hereby directs that the Exchange Notes be
issued  in the  name(s)  of the  undersigned  or,  in the  case of a  book-entry
transfer  of  Restricted  Notes,  that such  Exchange  Notes be  credited to the
account   indicated   above   maintained  at  DTC.  If  applicable,   substitute
certificates  representing  Restricted  Notes not  exchanged or not accepted for
exchange  will be issued  to the  undersigned  or,  in the case of a  book-entry
transfer of Restricted  Notes,  will be credited to the account  indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions,"  please deliver  Exchange Notes to the undersigned at the address
shown below the undersigned's signature.

       By tendering Restricted Notes and executing,  or otherwise becoming bound
by, this letter of  transmittal,  the undersigned  hereby  represents and agrees
that

       (i)    the undersigned is not an "affiliate" of the Company,

       (ii)   any  Exchange  Notes to be received by the  undersigned  are being
acquired in the ordinary course of its business, and

       (iii)  the  undersigned  has no  arrangement  or  understanding  with any
person to  participate,  and is not engaged and does not intend to engage,  in a
distribution (within the meaning of the Securities Act) of such Exchange Notes.

       By  tendering  Restricted  Notes  pursuant  to  the  Exchange  Offer  and
executing, or otherwise becoming bound by, this letter of transmittal,  a holder
of Restricted Notes which is a broker-dealer  represents and agrees,  consistent
with  certain  interpretive  letters  issued  by the  staff of the  Division  of
Corporation  Finance of the Securities and Exchange Commission to third parties,
that (a) such  Restricted  Notes  held by the  broker-dealer  are held only as a
nominee,  or (b) such Restricted Notes were acquired by such  broker-dealer  for
its own  account  as a result  of  market-making  activities  or  other  trading
activities and it will deliver the Prospectus (as amended or  supplemented  from
time to time) meeting the  requirements of the Securities Act in connection with
any resale of such Exchange Notes  (provided  that, by so  acknowledging  and by
delivering a Prospectus,  such broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act).

       The  Company  has  agreed  that,   subject  to  the   provisions  of  the
Registration  Rights  Agreement,  the  Prospectus,  as  it  may  be  amended  or
supplemented from time to time, may be used by a participating broker-dealer (as
defined below) in connection with resales of Exchange Notes received in exchange
for  Restricted  Notes,  where  such  Restricted  Notes  were  acquired  by such
participating  broker-dealer  for its own  account as a result of  market-making
activities or other trading  activities,  for a period ending one year after the
expiration date (subject to extension under certain limited  circumstances)  or,
if  earlier,  when  all  such  Exchange  Notes  have  been  disposed  of by such
participating  broker-dealer.  In that regard,  each broker  dealer who acquired
Restricted  Notes  for its own  account  as a result of  market-making  or other
trading  activities  (a  "participating   broker-dealer"),   by  tendering  such
Restricted Notes and executing,  or otherwise  becoming bound by, this letter of
transmittal,  agrees  that,  upon  receipt  of notice  from the  Company  of the
occurrence  of any event or the  discovery of any fact which makes any statement
contained in the Prospectus  untrue in any material  respect or which causes the
Prospectus  to omit to  state a  material  fact  necessary  in order to make the
statements  contained  therein,  in light of the circumstances  under which they
were made, not misleading or of the occurrence of certain other events specified
in the Registration  Rights Agreement,  such  participating  broker-dealer  will
suspend the sale of Exchange Notes pursuant to the Prospectus  until the Company
has amended or  supplemented  the  Prospectus  to correct such  misstatement  or
omission and has furnished  copies of the amended or supplemented  Prospectus to
the participating broker-dealer or the Company has given notice that the sale of
the Exchange Notes may be resumed, as the case may be. If the Company gives such
notice to suspend the sale of the Exchange  Notes,  it shall extend the one year
period referred to above during which participating  broker-dealers are entitled
to use the Prospectus in connection with

                                        6



the resale of  Exchange  Notes by the number of days  during the period from and
including  the date of the giving of such notice to and  including the date when
participating  broker-dealers  shall have received copies of the supplemented or
amended  Prospectus  necessary to permit resales of the Exchange Notes or to and
including  the date on which  the  Company  has  given  notice  that the sale of
Exchange Notes may be resumed, as the case may be.

       All authority  herein  conferred or agreed to be conferred in this Letter
of Transmittal  shall survive the death or incapacity of the undersigned and any
obligation  of the  undersigned  hereunder  shall be  binding  upon  the  heirs,
executors,  administrators,  personal  representatives,  trustees in bankruptcy,
legal  representatives,  successors  and assigns of the  undersigned.  Except as
stated in the Prospectus, this tender is irrevocable.

                                        7



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

                               HOLDER(S) SIGN HERE
                          (SEE INSTRUCTIONS 2, 5 AND 6)
      (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

     Must be signed by  registered  holder(s)  exactly as name(s)  appear(s)  on
certificate(s)  for  the  Restricted  Notes  hereby  tendered  or on a  security
position  listing,  or by any  person(s)  authorized  to become  the  registered
holder(s) by endorsements and documents transmitted herewith. If signature is by
an attorney-in-fact,  executor,  administrator,  trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity,  please
set forth the signer's full title. See Instruction 5.


- --------------------------------------------------------------------------------
                           (SIGNATURE(S) OF HOLDER(S))

Date                                                                      , 2002
    ----------------------------------------------------------------------

Name(s)
       -------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Capacity:
         -----------------------------------------------------------------------
                              (INCLUDE FULL TITLE)
Address
       -------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)


Area Code and Telephone Number
                              --------------------------------------------------

- --------------------------------------------------------------------------------
                (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))

                                       8



                            GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 2 AND 5)

Authorized Signature
                    ------------------------------------------------------------
Name
    ----------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                 (PLEASE PRINT)
Date                                                                      , 2002
    ----------------------------------------------------------------------
Capacity or Title
                 ---------------------------------------------------------------
Name of Firm
            --------------------------------------------------------------------
Address
       -------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number
                              --------------------------------------------------


                          SPECIAL ISSUANCE INSTRUCTIONS
                          (SEE INSTRUCTIONS 1, 5 AND 6)

       To be completed  ONLY if the Exchange  Notes are to be issued in the name
of someone other than the  registered  holder(s) of the  Restricted  Notes whose
name(s) appear(s) above.

              Issue Exchange Notes to:

Name
    ----------------------------------------------------------------------------
                                 (PLEASE PRINT)
- --------------------------------------------------------------------------------
Address
       -------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

- --------------------------------------------------------------------------------
                          (TAXPAYER IDENTIFICATION OR
                             SOCIAL SECURITY NUMBER)


                          SPECIAL DELIVERY INSTRUCTIONS
                          (SEE INSTRUCTIONS 1, 5 AND 6)

       To be completed  ONLY if Exchange  Notes are to be sent to someone  other
than the registered  holder(s) of the Restricted  Notes whose name(s)  appear(s)
above,  or to such  registered  holder(s)  at an  address  other than that shown
above.


              Mail Exchange Notes to:

Name
    ----------------------------------------------------------------------------
                                 (PLEASE PRINT)
- --------------------------------------------------------------------------------
Address
       -------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

- --------------------------------------------------------------------------------
                          (TAXPAYER IDENTIFICATION OR
                             SOCIAL SECURITY NUMBER)

                                       9



                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1.   DELIVERY  OF  LETTER  OF  TRANSMITTAL  AND  CERTIFICATES;   GUARANTEED
DELIVERY  PROCEDURES.   This  Letter  of  Transmittal  is  to  be  completed  if
certificates are to be forwarded  herewith and, unless your Restricted Notes are
held through DTC, should be accompanied by the  certificates  for the Restricted
Notes.  If  tenders  are to be made  pursuant  to the  procedures  for tender by
book-entry  transfer set forth in "The Exchange  Offer--Book-Entry  Transfer" in
the  Prospectus  and in  accordance  with ATOP  established  by DTC, a tendering
holder will become bound by the terms and conditions  hereof in accordance  with
the procedures established under ATOP and need not complete, execute and deliver
this Letter of Transmittal. Unless the tender is so completed in accordance with
ATOP,  certificates,  as  well as  this  Letter  of  Transmittal  (or  facsimile
thereof),  properly  completed and duly  executed,  with any required  signature
guarantees,  must be received by the Exchange  Agent at one of its addresses set
forth  herein  on or prior  to the  expiration  date.  Restricted  Notes  may be
tendered in whole or in part in the principal  amount of $1,000 and multiples of
$1,000.

     Holders who wish to tender their  Restricted Notes and (i) whose Restricted
Notes are not immediately  available or (ii) who cannot deliver their Restricted
Notes and this Letter of  Transmittal  to the Exchange  Agent on or prior to the
expiration  date or (iii) who cannot  complete  the  procedures  for delivery by
book-entry  transfer on a timely  basis,  may tender their  Restricted  Notes by
properly  completing and duly executing a Notice of Guaranteed Delivery pursuant
to  the   guaranteed   delivery   procedures   set   forth   in  "The   Exchange
Offer--Guaranteed  Delivery  Procedures"  in the  Prospectus.  Pursuant  to such
procedures:  (i) such tender must be made by or through an Eligible  Institution
(as  defined  below);  (ii) a properly  completed  and duly  executed  Letter of
Transmittal   (or  facsimile)   thereof  and  Notice  of  Guaranteed   Delivery,
substantially in the form made available by the Company, must be received by the
Exchange  Agent on or prior to the expiration  date; and (iii) the  certificates
(or a book-entry  confirmation (as defined in the Prospectus))  representing all
tendered Restricted Notes, in proper form for transfer,  must be received by the
Exchange Agent within three New York Stock Exchange  trading days after the date
of  execution  of such Notice of  Guaranteed  Delivery,  all as provided in "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.

     The  Notice of  Guaranteed  Delivery  may be  delivered  by hand or sent by
facsimile  transmission,  overnight  courier or mail to the Exchange Agent,  and
must  include a guarantee  by an Eligible  Institution  in the form set forth in
such  Notice.  For  Restricted  Notes to be  properly  tendered  pursuant to the
guaranteed  delivery  procedure,  the  Exchange  Agent must  receive a Notice of
Guaranteed  Delivery on or prior to the  expiration  date. As used herein and in
the  Prospectus,  "Eligible  Institution"  means a firm  which is a member  of a
registered national securities exchange or a member of the National  Association
of Securities  Dealers,  Inc. or a commercial  bank or trust  company  having an
office or correspondent in the United States.

     THE METHOD OF DELIVERY OF RESTRICTED  NOTES, THIS LETTER OF TRANSMITTAL AND
ALL  OTHER  REQUIRED  DOCUMENTS  IS AT THE  ELECTION  AND RISK OF THE  TENDERING
HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED,  PROPERLY INSURED,  BE USED. IN ALL CASES,  SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY  DELIVERY.  NO LETTERS OF TRANSMITTAL OR
RESTRICTED NOTES SHOULD BE SENT TO THE COMPANY.

     The Company  will not accept any  alternative,  conditional  or  contingent
tenders.  Each tendering  holder,  by execution of a Letter of  Transmittal  (or
facsimile thereof), or any Agent's Message in lieu thereof,  waives any right to
receive any notice of the acceptance of such tender.

     2.   GUARANTEE  OF  SIGNATURES.  No  signature  guarantee on this Letter of
Transmittal is required if:

          (i)  this Letter of  Transmittal  is signed by the  registered  holder
     (which term, for purposes of this document,  shall include any  participant
     in DTC whose name  appears on a security  position  listing as the owner of
     the Restricted  Notes) of Restricted Notes tendered  herewith,  unless such
     holder(s)  has  completed  either  the  box  entitled   "Special   Issuance
     Instructions" or the box entitled "Special Delivery Instructions" above, or

          (ii) such Restricted Notes are tendered for the account of a firm that
     is an Eligible Institution.

                                       10



     In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.

     3.   INADEQUATE  SPACE. If the space provided in any of the boxes captioned
"Description  of 5.375%  Senior Notes due 2007  Tendered" or "6.25% Senior Notes
due 2012 Tendered" is inadequate, the certificate number(s) and/or the principal
amount of Restricted Notes and any other required  information  should be listed
on a separate signed schedule which is attached to this Letter of Transmittal.

     4.   PARTIAL  TENDERS AND WITHDRAWAL  RIGHTS.  Tenders of Restricted  Notes
will be accepted only in the principal  amount of $1,000 and multiples  thereof.
If less than all the Restricted Notes evidenced by any certificate submitted are
to be tendered, fill in the principal amount of Restricted Notes which are to be
tendered in the box entitled  "Principal  Amount of 5.375% Senior Notes due 2007
Tendered (if less than all)" or "Principal Amount of 6.25% Senior Notes due 2012
Tendered (if less than all)." In such case, new certificate(s) for the remainder
of the Restricted Notes that were evidenced by your old certificate(s) will only
be sent to the holder of the  Restricted  Note,  promptly  after the  expiration
date. All Restricted Notes represented by certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.

     Except as otherwise  provided  herein,  tenders of Restricted  Notes may be
withdrawn  at any time on or  prior  to the  expiration  date.  In  order  for a
withdrawal  to be  effective  on or prior to that  time,  a  written  notice  of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above or in the  Prospectus on or prior to the  expiration  date.  Any
such notice of  withdrawal  must specify the name of the person who tendered the
Restricted Notes to be withdrawn,  identify the Restricted Notes to be withdrawn
(including  the  principal   amount  of  such   Restricted   Notes)  and  (where
certificates  for Restricted  Notes have been  transmitted)  specify the name in
which  such  Restricted  Notes are  registered,  if  different  from that of the
withdrawing holder. If certificates for the Restricted Notes have been delivered
or otherwise identified to the Exchange Agent, then prior to the release of such
certificates,  the  withdrawing  holder  must  submit the serial  numbers of the
particular  certificates  for the Restricted  Notes to be withdrawn and a signed
notice of withdrawal  with  signatures  guaranteed  by an Eligible  Institution,
unless such holder is an Eligible  Institution.  If  Restricted  Notes have been
tendered  pursuant to the procedures  for  book-entry  transfer set forth in the
Prospectus  under  "The  Exchange  Offer--Book-Entry  Transfer,"  any  notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Restricted Notes and otherwise comply with the procedures
of such facility. Restricted Notes properly withdrawn will not be deemed validly
tendered for purposes of the Exchange  Offer,  but may be retendered at any time
on or prior to the expiration date by following one of the procedures  described
in the Prospectus under "The Exchange Offer--Procedures for Tendering Restricted
Notes."

     All questions as to the validity,  form and eligibility  (including time of
receipt) of such  withdrawal  notices will be determined  by the Company,  whose
determination  shall be final and binding on all parties.  Any Restricted  Notes
which have been tendered for exchange but which are not exchanged for any reason
will be returned to the holder  thereof  without cost to such holder (or, in the
case of  Restricted  Notes  tendered by  book-entry  transfer  into the Exchange
Agent's  account at DTC pursuant to the book-entry  procedures  described in the
Prospectus  under "The Exchange  Offer--Book-  Entry  Transfer," such Restricted
Notes will be  credited  to an account  maintained  with DTC for the  Restricted
Notes)  as  soon  as  practicable  after  withdrawal,  rejection  of  tender  or
termination of the Exchange Offer.

     5.   SIGNATURES ON LETTER OF TRANSMITTAL,  ASSIGNMENTS AND ENDORSEMENTS. If
this  Letter  of  Transmittal  is  signed  by the  registered  holder(s)  of the
Restricted Notes tendered hereby,  the signature(s) must correspond exactly with
the  name(s) as written on the face of the  certificate(s)  without  alteration,
enlargement or any change whatsoever.

     If any of the Restricted  Notes tendered  hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.

     If any tendered  Restricted  Notes are  registered  in  different  names on
several certificates,  it will be necessary to complete, sign and submit as many
separate  Letters of Transmittal (or facsimiles  thereof) as there are different
registrations of certificates.

                                       11



     If this Letter of Transmittal or any certificates or powers of attorney are
signed by trustees,  executors,  administrators,  guardians,  attorneys-in-fact,
officers  of  corporations  or others  acting in a fiduciary  or  representative
capacity, such persons should so indicate when signing and, unless waived by the
Company,  proper evidence satisfactory to the Company of such persons' authority
to so act must be submitted.

     When this Letter of Transmittal  is signed by the  registered  holder(s) of
the  Restricted  Notes  listed and  transmitted  hereby,  no  endorsement(s)  of
certificate(s) or written  instrument or instruments of transfer or exchange are
required  unless  Exchange  Notes are to be issued in the name of a person other
than the  registered  holder(s).  The  signature(s)  on such  certificate(s)  or
written  instrument or instruments of transfer or exchange must be guaranteed by
an Eligible Institution.

     If this  Letter  of  Transmittal  is  signed  by a  person  other  than the
registered  holder(s) of the Restricted Notes listed,  the certificates  must be
endorsed or  accompanied  by a written  instrument or instruments of transfer or
exchange,  in  satisfactory  form  as  determined  by the  Company  in its  sole
discretion  and  executed  by the  registered  holder(s),  in either case signed
exactly  as the name or  names  of the  registered  holder(s)  appear(s)  on the
certificates.  The  signatures  on such  certificates  or written  instrument or
instruments   of  transfer  or  exchange  must  be  guaranteed  by  an  Eligible
Institution.

     6.   SPECIAL ISSUANCE AND DELIVERY  INSTRUCTIONS.  If Exchange Notes are to
be  issued  in the name of a person  other  than the  signer  of this  Letter of
Transmittal,  or if  Exchange  Notes are to be sent to  someone  other  than the
signer of this  Letter of  Transmittal  or to an  address  other than that shown
above, the appropriate boxes on this Letter of Transmittal  should be completed.
Certificates  for Restricted Notes not exchanged will be returned by mail or, if
tendered by  book-entry  transfer,  by  crediting  the account  indicated  above
maintained at DTC. See Instruction 4.

     7.   IRREGULARITIES.  The Company will determine,  in its sole  discretion,
all questions as to the form, validity,  eligibility (including time of receipt)
and  acceptance  for  exchange  of  any  tender  of  Restricted   Notes,   which
determination  shall be final and  binding.  The Company  reserves  the absolute
right to reject  any and all  tenders  of any  particular  Restricted  Notes not
properly  tendered  or to not  accept  any  particular  Restricted  Notes  which
acceptance  might,  in the judgment of the Company or its counsel,  be unlawful.
The Company also reserves the absolute right, in its sole  discretion,  to waive
any defects or  irregularities  or  conditions  of the Exchange  Offer as to any
particular   Restricted  Notes  either  before  or  after  the  expiration  date
(including  the  right to waive the  ineligibility  of any  holder  who seeks to
tender Restricted Notes in the Exchange Offer).  The interpretation of the terms
and  conditions  of the Exchange  Offer as to any  particular  Restricted  Notes
either before or after the expiration  date (including the Letter of Transmittal
and the  instructions  thereto) by the Company shall be final and binding on all
parties.  Unless waived,  any defects or  irregularities  in connection with the
tender of  Restricted  Notes for exchange  must be cured within such  reasonable
period of time as the Company shall determine. Neither the Company, the Exchange
Agent nor any other person shall be under any duty to give  notification  of any
defect or  irregularity  with  respect  to any  tender of  Restricted  Notes for
exchange,  nor shall any of them incur any  liability  for  failure to give such
notification.

     8.   QUESTIONS,  REQUESTS FOR ASSISTANCE AND ADDITIONAL  COPIES.  Questions
relating to the  procedures  for  tendering and requests for  assistance  may be
directed to the Exchange Agent at its address and telephone  number set forth on
the front of this Letter of  Transmittal.  Additional  copies of the Prospectus,
the Notice of Guaranteed  Delivery and the Letter of Transmittal may be obtained
from the Company or from your broker, dealer,  commercial bank, trust company or
other nominee.

     9.   LOST,  DESTROYED  OR  STOLEN   CERTIFICATES.   If  any  certificate(s)
representing  Restricted Notes have been lost,  destroyed or stolen,  the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to  replace  the  certificate(s).  This
Letter of  Transmittal  and  related  documents  cannot be  processed  until the
procedures  for replacing  lost,  destroyed or stolen  certificate(s)  have been
followed.

     10.  SECURITY   TRANSFER  TAXES.   Holders  who  tender  their   Restricted
Securities  for exchange  will not be  obligated  to pay any  transfer  taxes in
connection  therewith,  except that holders who instruct the Company to register
Exchange Notes in the name of or request that Restricted Securities not tendered
or not accepted in the Exchange Offer

                                       12



to be returned to, a person other than the registered  tendering  holder will be
responsible for the payment of any applicable transfer tax thereon.

          IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
          OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
                DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
                       ON OR PRIOR TO THE EXPIRATION DATE.

                                       13

                                                                    EXHIBIT 99.2


                          NOTICE OF GUARANTEED DELIVERY
                                  FOR TENDER OF
                          5.375% SENIOR NOTES DUE 2007
                           6.25% SENIOR NOTES DUE 2012
                                       OF
                        MARSH & MCLENNAN COMPANIES, INC.

     This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Exchange Offer (as defined below) if (i) certificates
for the Company's (as defined below) outstanding 5.375% Senior Notes due 2007
(the "2007 Restricted Notes") and 6.25% Senior Notes due 2012 (the "2012
Restricted Notes" and, together with the "2007 Restricted Notes," the
"Restricted Notes") are not immediately available, (ii) Restricted Notes and the
Letter of Transmittal cannot be delivered to State Street Bank and Trust Company
(the "Exchange Agent") on or prior to the Expiration Date (as defined in the
Prospectus referred to below) or (iii) the procedures for book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or sent by facsimile transmission, overnight courier or mail
to the Exchange Agent. See "The Exchange Offer - Guaranteed Delivery Procedures"
in the Prospectus dated ___________, 2002 (which, together with the related
Letter of Transmittal, constitutes the "Exchange Offer") of Marsh & McLennan
Companies, Inc., a Delaware corporation (the "Company").

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                       STATE STREET BANK AND TRUST COMPANY


  BY REGISTERED OR CERTIFIED MAIL:               BY OVERNIGHT DELIVERY OR HAND:
State Street Bank and Trust Company          State Street Bank and Trust Company
       2 Avenue de Lafayette                        2 Avenue de Lafayette
         Boston, MA 02111                             Boston, MA 02111
      Attention: Ralph Jones                       Attention: Ralph Jones


                            FACSIMILE TRANSMISSIONS:
                         (ELIGIBLE INSTITUTIONS ONLY):
                                 (617) 662-1452

                             Attention: Ralph Jones
                             CONFIRM BY TELEPHONE:
                                 (617) 662-1548

 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
    FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
   FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
                          CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF
   A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
"ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
   MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL.




                    THE FOLLOWING GUARANTEE MUST BE COMPLETED

                              GUARANTEE OF DELIVERY
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the certificates for all
physically tendered Restricted Notes, in proper form for transfer, or
confirmation of the book-entry transfer of such Restricted Notes to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures for book-entry transfer set forth in the Prospectus, in either case
together with any other documents required by the Letter of Transmittal, within
three New York Stock Exchange trading days after the date of execution of this
Notice of Guaranteed Delivery.

     The undersigned acknowledges that it must deliver the Restricted Notes
tendered hereby to the Exchange Agent within the time period set forth above and
that failure to do so could result in a financial loss to the undersigned.

Name of Firm:
- ---------------------------------------  ---------------------------------------
                                         (Authorized Signature)
Address:                                 Title:
        -------------------------------        ---------------------------------
                                         Name:
- ---------------------------------------       ----------------------------------
                              (Zip Code)          (Please type or print)
Area Code and Telephone Number:          Date:

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



NOTE: DO NOT SEND RESTRICTED NOTES WITH THIS NOTICE OF GUARANTEE DELIVERY.
      ACTUAL SURRENDER OF RESTRICTED NOTES MUST BE MADE PURSUANT TO, AND BE
      ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF
      TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

                                       2

                                                                    EXHIBIT 99.3


                                OFFER TO EXCHANGE
                          5.375% SENIOR NOTES DUE 2007
                           6.25% SENIOR NOTES DUE 2012
                  (REGISTERED UNDER THE SECURITIES ACT OF 1933)
                           FOR ANY AND ALL OUTSTANDING
                          5.375% SENIOR NOTES DUE 2007
                           6.25% SENIOR NOTES DUE 2012
                                       OF
                        MARSH & MCLENNAN COMPANIES, INC.


To Registered Holders and The Depository Trust Company Participants:

     Enclosed are the materials listed below relating to the offer by Marsh &
McLennan Companies, Inc., a Delaware corporation (the "Company"), to exchange
its registered 5.375% Senior Notes due 2007 (the "2007 Exchange Notes"), for a
like principal amount of its issued and outstanding 5.375% Senior Notes due 2007
(the "2007 Restricted Notes") and its registered 6.25% Senior Notes due 2012
(the "2012 Exchange Notes"), for a like principal amount of its issued and
outstanding 6.25% Senior Notes due 2012 (the "2012 Restricted Notes"). The 2007
Exchange Notes and the 2012 Exchange Notes are referred to collectively as the
"Exchange Notes" and the 2007 Restricted Notes and the 2012 Restricted Notes are
referred to collectively as the "Restricted Notes." The exchange is made
pursuant to an offering registered under the Securities Act of 1933, as amended
(the "Securities Act"), upon the terms and subject to the conditions set forth
in the Company's Prospectus, dated _________, 2002, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

     1.   Prospectus dated __________, 2002;

     2.   Letter of Transmittal;

     3.   Notice of Guaranteed Delivery;

     4.   Instruction to Registered Holder and/or Book-Entry Transfer
          Participant from Owner; and

     5.   Letter which may be sent to your clients for whose account you hold
          Restricted Notes in your name or in the name of your nominee, to
          accompany the instruction form referred to above, for obtaining such
          client's instruction with regard to the Exchange Offer.

     WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________, 2002
UNLESS EXTENDED.

     The Exchange Offer is not conditioned upon any minimum number of Restricted
Notes being tendered.

     Pursuant to the Letter of Transmittal, each holder of Restricted Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any Exchange Notes to be received by it are being acquired in the
ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate, and is not engaged and does not
intend to engage, in a distribution (within the meaning of the Securities Act)
of such Exchange Notes. If the tendering holder is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Restricted Notes, you
will represent on




behalf of such broker-dealer that the Restricted Notes to be exchanged for the
Exchange Notes were acquired by it as a result of market-making activities or
other trading activities, and acknowledge on behalf of such broker-dealer that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, such
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner contains an authorization by the beneficial owners of the
Restricted Notes for you to make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Restricted Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Restricted Notes to it, except as otherwise provided in Instruction 10 of the
enclosed Letter of Transmittal.

     Additional copies of the enclosed materials may be obtained from Georgeson
Shareholder Communications Inc. at (212) 440-9800.

                                        Very truly yours,

                                        State Street Bank and Trust Company,
                                             as EXCHANGE AGENT


NOTHING  CONTAINED HEREIN OR IN THE ENCLOSED  DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF MARSH & MCLENNAN COMPANIES, INC. OR STATE STREET BANK AND TRUST COMPANY
OR AUTHORIZE  YOU TO USE ANY  DOCUMENT OR MAKE ANY  STATEMENT ON THEIR BEHALF IN
CONNECTION  WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS  ENCLOSED  HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.

                                       2

                                                                    EXHIBIT 99.4

                                OFFER TO EXCHANGE
                          5.375% SENIOR NOTES DUE 2007
                           6.25% SENIOR NOTES DUE 2012
                  (REGISTERED UNDER THE SECURITIES ACT OF 1933)
                           FOR ANY AND ALL OUTSTANDING
                          5.375% SENIOR NOTES DUE 2007
                           6.25% SENIOR NOTES DUE 2012
                                       OF
                        MARSH & MCLENNAN COMPANIES, INC.

To Our Clients:

     Enclosed is a Prospectus, dated ________, 2002, of Marsh & McLennan
Companies, Inc., Delaware (the "Company"), and a related Letter of Transmittal
(which together constitute the "Exchange Offer") relating to the offer by the
Company to exchange its registered 5.375% Senior Notes due 2007 (the "2007
Exchange Notes"), for a like principal amount of its issued and outstanding
5.375% Senior Notes due 2007 (the "2007 Restricted Notes") and its registered
6.25% Senior Notes due 2012 (the "2012 Exchange Notes"), for a like principal
amount of its issued and outstanding 6.25% Senior Notes due 2012 (the "2012
Restricted Notes"). The 2007 Exchange Notes and the 2012 Exchange Notes are
referred to collectively as the "Exchange Notes" and the 2007 Restricted Notes
and the 2012 Restricted Notes are referred to collectively as the "Restricted
Notes." The exchange is made pursuant to an offering registered under the
Securities Act of 1933, as amended (the "Securities Act"), upon the terms and
subject to the conditions set forth in the Exchange Offer.

     PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _______________, 2002 UNLESS EXTENDED.

     The Exchange Offer is not conditioned upon any minimum number of Restricted
Notes being tendered.

     We are the holder of record and/or participant in the book-entry transfer
facility of Restricted Notes held by us for your account. A tender of such
Restricted Notes can be made only by us as the record holder and/or participant
in the book-entry transfer facility and pursuant to your instructions. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Restricted Notes held by us for your account.

     We request instructions as to whether you wish to tender any or all of the
Restricted Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
on your behalf make the representations contained in the Letter of Transmittal.

     Pursuant to the Letter of Transmittal, each holder of Restricted Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any Exchange Notes to be received by the holder are being acquired
in the ordinary course of its business, and (iii) the holder has no arrangement
or understanding with any person to participate, and is not engaged and does not
intend to engage in a distribution (within the meaning of the Securities Act) of
such Exchange Notes. If the tendering holder is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Restricted Notes, we
will represent on behalf of such broker-dealer that the Restricted Notes to be
exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-




dealer that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes, such broker-dealer is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.



                                        Very truly yours,








                                        2

                                                                    EXHIBIT 99.5


                                   INSTRUCTION
                           TO REGISTERED HOLDER AND/OR
                   BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
                                       OF
                        MARSH & MCLENNAN COMPANIES, INC.
                                      NOTES
                            (THE "RESTRICTED NOTES")


TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER FACILITY:

     The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 2002 (the "Prospectus") of Marsh & McLennan Companies, Inc., a
Delaware corporation (the "Company"), and the accompanying Letter of Transmittal
(the "Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer"). Capitalized terms used but not defined herein have the
meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

     This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Restricted Notes held by you for the account
of the undersigned.

     The aggregate face amount of the Restricted Notes held by you for the
account of the undersigned is (fill in amount):

     $                              of the 5.375% Senior Notes due 2007
     $                              of the 6.25% Senior Notes due 2012

     With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

[ ] To TENDER the following  Restricted Notes held by you for the account of the
undersigned  (insert  principal  amount of Restricted  Notes to be tendered,  if
any):

     $                              of the 5.375% Senior Notes due 2007
     $                              of the 6.25% Senior Notes due 2012

[ ] NOT to  TENDER  any  Restricted  Notes  held by you for the  account  of the
undersigned.

     If the undersigned instructs you to tender the Restricted Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
holder is not an "affiliate" of the Company, (ii) any Exchange Notes to be
received by the holder are being acquired in the ordinary course of its
business, and (iii) the holder has no arrangement or understanding with any
person to participate, and is not engaged and does not intend to engage, in a
distribution (within the meaning of the Securities Act) of such Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Restricted Notes, it represents that such Restricted
Notes were acquired as a result of market-




making activities or other trading activities, and it acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, such
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act of 1933, as amended.

                                       2



                                    SIGN HERE


Name of beneficial owner(s):
                            ----------------------------------------------------

Signature(s):
             -------------------------------------------------------------------

Name(s) (please print):
                       ---------------------------------------------------------

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

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

Telephone Number:
                 ---------------------------------------------------------------

Taxpayer Identification or Social Security Number:
                                                  ------------------------------

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

Date:
     ---------------------------------------------------------------------------

                                       3