Exhibit 24




                                POWER OF ATTORNEY

                         FOR EXECUTING FORMS 3, 4 AND 5

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Bart Schwartz, Leon J. Lichter and William J. White, signing
singly, his true and lawful attorney-in-fact to:

     (1)  execute for and on behalf of the undersigned Forms 3, 4 and 5 in
          accordance with Section 16(a) of the Securities Exchange Act of 1934
          and the rules thereunder;

     (2)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete the execution of any
          such Form 3, 4 or 5 and the timely filing of such form with the United
          States Securities and Exchange Commission and any other authority; and

     (3)  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934. This authorization shall remain in effect unless and until it is revoked
in writing by the undersigned.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of March, 2005.



                                         /s/ Salvatore D. Zaffino
                                         ---------------------------------------
                                         Salvatore D. Zaffino