Exhibit 10.4

                                AMENDMENT TO THE
                       STOCK INVESTMENT SUPPLEMENTAL PLAN


      WHEREAS, this Board has previously adopted the Marsh & McLennan Companies
Stock Investment Supplemental Plan (the "Supplemental Plan") to provide benefits
to certain employees of this Corporation and its subsidiaries who would have
their benefits and contributions under the Marsh & McLennan Companies Stock
Investment Plan (the "Stock Investment Plan") limited by certain provisions of
the Internal Revenue Code of 1986, as amended; and

      WHEREAS, the above-described increase in this Corporation's matching
contributions under the Stock Investment Plan will be automatically provided
under the Supplemental Plan without further action of this Board; and

      WHEREAS, this Board desires to amend the Supplemental Plan to mirror
certain other provisions of the Stock Investment Plan; it is hereby

      RESOLVED, that, the Supplemental Plan is hereby amended to provide a
diversification election comparable to that offered to eligible employees under
the Stock Investment Plan pursuant to procedures to be established by the
Supplemental Plan Administrator; and further

      RESOLVED, that the proper officers of this Corporation are hereby
authorized and empowered to amend the Supplemental Plan in any and all respects
as they, upon advice of counsel, may deem necessary or appropriate to implement
the foregoing resolutions; and further

      RESOLVED, that the proper officers of this Corporation are hereby
authorized and empowered to take all other steps and to execute and deliver all
other instruments and documents as may be necessary or appropriate to carry out
the intent and purpose of the foregoing resolutions.

Dated:  November 20, 1997