10-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

                           Commission File No. 1-5998
                        MARSH & MCLENNAN COMPANIES, INC.
             (Exact name of Registrant as Specified in Its Charter)

           Delaware                                   36-2668272
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                           1166 Avenue of the Americas
                          New York, New York 10036-2774
               (Address of Principal Executive Offices; Zip Code)

Registrant's telephone number, including area code:  (212) 345-5000

Securities registered pursuant to Section 12(b) of the Act:

  TITLE OF EACH CLASS                  NAME OF EACH EXCHANGE ON WHICH REGISTERED
  Common Stock                                New York Stock Exchange
      (par value $1.00 per share)             Chicago Stock Exchange
  Preferred Stock Purchase Rights             Pacific Exchange
                                              London Stock Exchange

                  Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes  X. No   .
                                                     ----   ----

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.__.

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
YES  X. No     .
   ----    ----

         As of June 30, 2003, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $27,487,418,346.

         As of February 27, 2004, there were outstanding 524,540,040 shares of
common stock, par value $1.00 per share, of the registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE
              (ONLY TO THE EXTENT SET FORTH IN THE PART INDICATED)

Annual Report to Stockholders for the
   year ended December 31, 2003 . . . . . . . . . . . . . . . Parts I, II and IV

Notice and Proxy Statement for the 2004 Annual Meeting of Stockholders to
   be filed within 120 days after December 31, 2003. . . . . . . . . Part III

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                        MARSH & McLENNAN COMPANIES, INC.

                                   ----------

                           ANNUAL REPORT ON FORM 10-K

                      FOR THE YEAR ENDED DECEMBER 31, 2003

                                   ----------


                                     PART I

ITEM 1.    BUSINESS.

         Marsh & McLennan Companies, Inc. ("MMC"), is a global professional
services firm with origins dating from 1871 in the United States. MMC is the
parent company of various subsidiaries and affiliates that provide clients with
analysis, advice and transactional capabilities in the fields of risk and
insurance services, investment management and consulting.

         See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 21 through 29 of the Annual Report to
Stockholders for the year ended December 31, 2003 (the "2003 Annual Report"),
which is incorporated herein by reference, for a discussion of MMC's revenues
and operating income by industry segment for each of the last three fiscal
years.

     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 in the
areas of:

     o risk management and insurance broking,

     o reinsurance broking and services, and

     o related insurance services.

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, financial solutions and
insurance program management services are provided for businesses, public
entities, associations, professional services organizations and private clients
under the Marsh name. Reinsurance broking, catastrophe and financial modeling
services and related advisory functions are conducted for insurance and
reinsurance companies, principally under the Guy Carpenter name. Underwriting
management and wholesale broking services are performed for a wide range of
clients under various names. Claims and associated productivity services are
provided by Sedgwick Claims Management Services. In addition, MMC Capital
provides services principally in connection with originating, structuring and
managing insurance, financial services and other industry-focused investments.


                                       1


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

         The services provided by Marsh's operating units include the
identification, analysis, estimation, mitigation, financing and transfer of
risks that arise from client operations. These client 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. Risks addressed go beyond traditional
property-liability areas to include a widening range of exposures. 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, exposures related to mergers and acquisitions, the interruption of
revenue streams derived from leasing and credit operations, political risks and
various other financial, strategic and operating exposures.

         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 those exposures, including 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, claims administration, and other insurance and risk related
services. In addition, financial solutions provided to clients include
asset-backed securitization, financial guarantees and other advanced techniques
for transferring risk into both the insurance and capital markets. Brokerage
services are also provided to unaffiliated brokers in certain areas.

         Marsh operates principally through the offices of its subsidiaries and
affiliates in various countries around the world. In addition, correspondent
relationships are maintained with unaffiliated firms in certain countries.

         Guy Carpenter, its subsidiaries and affiliates provide reinsurance
services to insurance and reinsurance companies and other risk assumption
entities. Acting mainly as a broker or intermediary on all classes of
reinsurance, Guy Carpenter principally addresses the property and



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casualty lines. Guy Carpenter's reinsurance activities also include specialty
lines such as professional liability, medical malpractice, agriculture, marine,
accident & health, life & annuity, and alternative risk transfer. Guy
Carpenter's 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, claims and run-off
services. An insurance or reinsurance company client may seek reinsurance or
other risk-transfer financing on all or a portion of the risks it insures. Guy
Carpenter's offices are located principally in North and South America, Europe
and Asia Pacific.

         Marsh's Affinity and Private Client Practices business unit provides
advice and program services to corporate and association clients globally and to
individual clients in the United States. Marsh's Affinity practice provides
associations with the design, marketing, and administration of a variety of
insurance-related products purchased by the association members. The Affinity
practice offers services and administration to corporations for employee
voluntary payroll deduction programs and insurance- and benefit-related
programs. Marsh's Private Client Services practice markets specialized risk and
insurance programs to high net worth individuals and family offices. Marsh's
Financial Services practice offers key-person and executive benefit programs, as
well as planning and wealth preservation solutions for affluent individuals.

         Marsh provides underwriting management services to insurers in the
United States, Canada and the United Kingdom, primarily for professional
liability coverages. Marsh also provides wholesale broking services, consisting
of specialized placement services for affiliated and unaffiliated brokers, in
the United States and United Kingdom. These services are provided under various
names apart from Marsh.

         Sedgwick Claims Management Services, a majority-owned subsidiary of
Marsh, is a leading provider of various claims and productivity management
solutions to North American clients. It provides various claims administration
and related services principally for workers' compensation, employers'
liability, general liability, automobile liability, and short and long term
disability claims.

         MMC CAPITAL, INC. MMC Capital is a private equity firm that manages
investments and committed capital of more than $2 billion. MMC Capital invests
primarily in industries where MMC possesses specialized knowledge. During the
past ten years, MMC Capital has targeted investments in the insurance and
financial services industries as the investment manager of the Trident Funds,
which consist of The Trident Partnership formed in 1994, Trident II formed in
1999 and Trident III formed in 2003. Investors in these funds include MMC
Capital's corporate parent and third-party investors.

         MMC Capital's investment activities date back to the mid 1980's when
MMC was instrumental in sponsoring several Bermuda-based insurance and
reinsurance companies, including ACE Limited, XL Capital Ltd., Centre
Reinsurance Holdings Limited and Mid Ocean Limited. More recently, MMC Capital
helped to develop an additional source of insurance and



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reinsurance capacity after the September 11, 2001 terrorist attacks through the
formation of AXIS Capital Holdings Limited.

         As a result of the foregoing activities, subsidiaries and affiliates of
MMC may have direct or indirect investments in insurance and reinsurance
companies, including entities at Lloyd's, which are considered for client
placements by MMC's insurance and reinsurance brokerage businesses.

         COMPENSATION FOR SERVICES. The revenue attributable to MMC's risk and
insurance services consists primarily of fees paid by clients; commissions and
fees paid by insurance and reinsurance companies; compensation for billing and
related services in the form of interest income on premiums held in a fiduciary
capacity for others; market service fees from insurers; and compensation for
services provided in connection with the organization, structuring and
management of insurance, financial services and other industry-focused
investments, including fees and dividends, as well as appreciation or
depreciation that has been recognized on holdings in such investments.

         Revenue generated by risk and insurance services is fundamentally
derived from the value of the services provided to clients and insurance
markets. These revenues are affected by premium rate levels in the property and
casualty and employee benefits insurance markets and available insurance
capacity, since compensation is frequently related to the premiums paid by
insureds. In many cases, compensation may be negotiated in advance based upon
the estimated value of the services to be performed. Revenue is also affected by
fluctuations in the amount of risk retained by insurance and reinsurance clients
themselves and by insured values, the development of new products, markets and
services, new and lost business, merging of clients (including insurance
companies that are clients in the reinsurance intermediary business) and the
volume of business from new and existing clients, as well as by the level of
interest realized on the investment of fiduciary funds.

         Revenue and fees also may be received from originating, structuring and
managing insurance, financial services and other industry-focused investments,
as well as income derived from investments made by MMC. Market services revenue
is derived from agreements that Marsh has with most of its principal insurance
markets. Under these agreements, Marsh is paid for services provided to the
markets, including: access to a global distribution network that fosters revenue
generation and operating efficiencies; intellectual capital in the form of new
products, solutions and general information on emerging developments in the
insurance marketplace; the development and provision of technology systems and
services that create efficiencies in doing business; and a wide range of
administrative services. Payments under market service agreements are based upon
such factors as the overall volume, growth, and in limited cases profitability,
of the total business placed by Marsh with a given insurer.

         Commission rates vary in amount depending upon the type of insurance or
reinsurance coverage provided, the particular insurer or reinsurer, the capacity
in which the broker acts and negotiations with clients. In some cases, clients
pay Marsh fees for brokerage or advisory



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services. Occasionally, commissions are shared with other brokers that have
participated in placing insurance or servicing insureds.

         The investment of fiduciary funds, which generates compensation for
billing and related services, is governed by the applicable laws or regulations
of insurance authorities of the states in the United States and in other
jurisdictions in which MMC's subsidiaries do business. These laws and
regulations typically limit the type of investments that may be made with such
funds. The amount of funds invested and interest rates vary from time to time.

     INVESTMENT MANAGEMENT. Investment management and related services are
provided by Putnam Investments Trust 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
both equity and fixed income investment products and services, invested
domestically and globally. These products and services, designed to meet varying
investment objectives, afford Putnam's clients the opportunity to allocate their
investment resources among various investment products as changing worldwide
economic and market conditions warrant.

         INVESTMENT MANAGEMENT SERVICES. 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, 2003, there were 101 such
funds (the "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 individuals,
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.

         The majority of Putnam's assets under management are derived from U.S.
individuals and institutions. In recent years Putnam has been expanding its
international client base on a selective basis through joint ventures and the
development of products such as offshore funds. Many international markets are
well developed and have established investment management firms. It may be
difficult for Putnam to establish businesses abroad whose profitability equals
that of its business in the U.S.

         In 2000, MMC entered into an agreement to purchase a minority
investment in the publicly traded common stock of Gruppo Bipop-Carire S.p.A.
("Bipop") as part of a new agreement that expanded the companies' existing joint
venture in Italy, and Putnam became the exclusive investment management partner
for Bipop's planned expansion into other parts of Western Europe. In 2002, Bipop
was merged with Banca di Roma, the combined businesses were reorganized and the
names of the successor companies were changed. As a result of these



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actions Putnam's initial holding in Bipop is now comprised of common shares in
FinecoGroup S.p.A. and Capitalia S.p.A.

         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 in 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 is also an investor in
certain of those funds.

         Assets managed by Putnam, on which management fees are earned,
aggregated approximately $240 billion and $251 billion as of December 31, 2003
and 2002, respectively, invested both domestically and globally. Average assets
under management were approximately $258 billion and $279 billion for 2003 and
2002, respectively. Mutual fund assets aggregated $163 billion at December 31,
2003 and $164 billion at December 31, 2002. Institutional account assets
aggregated $77 billion at December 31, 2003 and $87 billion at December 31,
2002. Assets held in equity securities at December 31, 2003 represented 72% of
assets under management, compared with 73% in 2002 and 81% in 2001, while
investments in fixed income products represented 28%, compared with 27% in 2002
and 19% in 2001. Assets from non-U.S. investors aggregated approximately $39
billion and $33 billion at December 31, 2003 and 2002, respectively.

         The investment management services provided to the Putnam Funds and
institutional accounts are performed pursuant to advisory contracts, which
provide for fees payable to the Putnam company that manages the account. The
amount of the fees varies depending on the individual mutual fund or account and
is usually based upon a sliding scale in relation to the level of assets under
management and, in certain instances, is also based on investment performance.
Such contracts automatically terminate in the event of their assignment,
generally may be terminated by either party without penalty and, as to contracts
with the Putnam Funds, continue in effect only so long as approved, at least
annually, by their shareholders or by the Putnam Funds' trustees, including a
majority who are not affiliated with Putnam. Amendments to fund advisory
contracts must be approved by fund shareholders. "Assignment" includes any
direct or indirect transfer of a controlling block of voting stock in Putnam or
MMC. The management of Putnam and the trustees of the funds regularly review the
fund fee structure in light of fund performance, the level and range of services
provided, industry conditions and other relevant factors. A reduction in
management fees payable under these contracts and/or the termination of one or
more of these contracts could have a material adverse effect on Putnam's results
of operations.

         PUTNAM FIDUCIARY TRUST COMPANY. A Putnam subsidiary, Putnam Fiduciary
Trust Company, a Massachusetts trust company, serves as transfer agent, dividend
disbursing agent, registrar and custodian for the Putnam Funds and provides
custody services to several external clients. Putnam Fiduciary Trust Company
receives compensation from the Putnam Funds for such services pursuant to
written investor servicing agreements which may be terminated by either party on
90 days' notice, and pursuant to written custody agreements which may be
terminated by either party on 30 days' notice. These contracts generally provide
for



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compensation on the basis of several factors which vary with the type of service
being provided. In addition, Putnam Fiduciary Trust Company provides
administrative and trustee (or custodial) services, including participant
accounting, plan administration and transfer agent services for employee benefit
plans (in particular defined contribution 401(k) plans), IRAs and other clients,
for which it receives compensation pursuant to service and trust or custodian
contracts with plan sponsors and the Putnam Funds. In the case of employee
benefit plans, investment options are usually selected by the plan sponsors and
may include Putnam mutual funds and other Putnam managed products, as well as
employer stock and other non-Putnam investments.

         PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP. Putnam Retail Management
Limited Partnership ("PRM"), a Putnam subsidiary and a registered broker dealer
and member of the National Association of Securities Dealers ("NASD"), acts as
principal underwriter of the shares of the open-end Putnam Funds, selling
primarily through independent broker/dealers, financial planners and financial
institutions, including banks, and directly to certain large 401(k) plans and
other institutional accounts. Shares of open-end funds are generally sold to
investors at their respective net asset value per share plus a sales charge,
which varies depending on the individual fund and the amount and class of shares
purchased. In some cases the sales charge is assessed only if the shares are
redeemed within a stated time period. In accordance with certain terms and
conditions described in the prospectuses for such funds, certain investors are
eligible to purchase shares at net asset value or at reduced sales charges, and
investors may generally exchange their shares of a fund at net asset value for
shares of another Putnam Fund without the payment of additional sales charges.

         All open-end Putnam Funds other than a money market fund have adopted
and put in place distribution plans pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Pursuant to these distribution plans, the Putnam Funds make
payments to PRM to cover costs relating to distribution of the Putnam Funds and
services provided to shareholders at rates that differ by class of shares. These
payments enable PRM to pay service fees and other continuing compensation to
firms that provide services to Putnam Fund shareholders and distribute shares of
the Putnam Funds. Some Rule 12b-1 fees are retained by PRM as compensation for
the costs of distribution and other services provided by Putnam to shareholders
and for commissions advanced by Putnam at the point of sale (and recovered
through fees received over time) to firms that distribute shares of the Putnam
Funds. These 12b-1 distribution plans, and payments made by the Putnam Funds
thereunder, are subject to annual renewal by the trustees of the Putnam Funds
and to termination by vote of the shareholders of the Putnam Funds or by vote of
a majority of the Putnam Funds' trustees who are not affiliated with Putnam.
Failure of the Trustees to approve continuation of the Rule 12b-1 plans for
Class B (deferred sales charge) shares would have a material adverse effect on
Putnam's business and results of operations. The Trustees also have the ability
to reduce the level of 12b-1 fees paid by a fund or to make other changes that
would reduce the amount of 12b-1 fees received by Putnam. Such changes could
have a material adverse effect on Putnam's business and results of operations.

         COMPENSATION FOR SERVICES. 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 the total value and



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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 increased in 2003 after three consecutive years
of decline. Assets under management have also been, and may in the future
continue to be, adversely affected by increased redemptions in response to
events giving rise to the administrative proceedings by the Securities and
Exchange Commission ("SEC") and the Massachusetts Secretary of the Commonwealth.
Items affecting revenue also include, but are not limited to, actual and
relative 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 the ability to maintain investment management and
administrative fees at historic levels.

         Revenue levels are sensitive to all of the factors above, but in
particular to significant changes in bond and stock market valuations.
Fluctuations in the prices of stocks will have an effect on equity assets under
management and may influence the flow of monies to and from equity funds and
accounts. Fluctuations in interest rates and in the yield curve have a similar
effect on fixed income assets under management and may influence the flow of
monies to and from fixed-income funds and accounts.

     CONSULTING. Through Mercer 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:

     o    Retirement Services including retirement consulting, administration
          and investment consulting;

     o    Health Care & Group Benefits consulting;

     o    Human Capital consulting including performance, measurement and
          rewards, communication and HR technology & operations consulting;

     o    Management and Organizational Change consulting comprising strategy,
          operations, organizational change, leadership and organizational
          design; and

     o    Economic consulting.

         Mercer Human Resource Consulting provides professional advice and
services to corporate, government and institutional clients 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 retirement, health care and group benefits and human capital programs,
policies and strategies. Under the Mercer Investment Consulting name, the firm
assists trustees of pension funds and others in the selection of investment
managers and investment strategies. Mercer Investment Consulting also advises
investment managers on product design and positioning. In certain locations
outside of the United States, Mercer Human Resource Consulting 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. As of



                                       8


December 31, 2003, retirement plan assets invested through the firm's Australian
retirement trust totaled $4.8 billion, representing the interests of about
110,000 participants. Mercer Human Resource Consulting also has a benefits
administration practice. In the U.S., Mercer Human Resource Consulting 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 and operational execution, 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 markets. Mercer Management Consulting also
assists its clients in the implementation of their strategies. In April 2003,
Mercer Management Consulting merged its financial services strategy and risk and
actuarial consulting units with Oliver, Wyman & Company to form Mercer Oliver
Wyman. Under the Mercer Oliver Wyman name, Mercer Management Consulting provides
risk and strategy consulting, primarily to financial services clients, as well
as actuarial consulting services to insurance companies, government entities and
other organizations. Under the Lippincott Mercer name, Mercer Management
Consulting advises leading corporations on issues relating to brand, corporate
identity and image.

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

         National Economic Research Associates ("NERA") 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.

         COMPENSATION FOR SERVICES. The major component of Mercer's revenue is
fees paid by clients for advice and services. In addition, commission revenue is
received from insurance companies for the placement of individual and group
insurance contracts, primarily life, health and accident coverages. The
investment consulting practice primarily receives compensation based on fees for
service and sometimes is compensated based on assets under management. A
relatively small amount of revenue is derived from brokerage commissions in
connection with a registered securities broker dealer.

         Revenue in the consulting business is affected by, among other things,
economic conditions around the world, including changes in clients' industries
and markets. Furthermore, revenue is subject to the introduction of new products
and services, broad trends in employee demographics, the effect of government
policies and regulations, market valuations, and interest and foreign exchange
rate fluctuations.



                                       9


     REGULATION. The activities of MMC are subject to licensing requirements and
extensive regulation under the laws of the United States and its various states,
territories and possessions, as well as laws of other countries in which MMC's
subsidiaries operate. These laws and regulations are primarily intended to
benefit clients and mutual fund investors.

         MMC's three business segments depend on the validity of, and continued
good standing under, the licenses and approvals pursuant to which they operate,
as well as compliance with pertinent regulations. MMC therefore devotes
significant effort toward maintaining its licenses and to ensuring compliance
with a diverse and complex regulatory structure.

         In all jurisdictions the applicable laws and regulations are subject to
amendment or interpretation by regulatory authorities. Generally, such
authorities are vested with relatively broad discretion to grant, renew and
revoke licenses and approvals, and to implement regulations. Licenses may be
denied or revoked for various reasons, including the violation of such
regulations, conviction of crimes and similar matters. Possible sanctions which
may be imposed include the suspension of individual employees, limitations on
engaging in a particular business for specified periods of time, revocation of
licenses, censures, redress to clients and fines. In some instances, MMC follows
practices based on its interpretations, or those generally followed by the
industry, of laws or regulations, which may prove to be different from those of
regulatory authorities. Accordingly, the possibility exists that MMC may be
precluded or temporarily suspended from carrying on some or all of its
activities or otherwise fined or penalized in a given jurisdiction.

         No assurances can be given that MMC's risk and insurance services,
investment management or consulting activities can continue to be conducted in
any given jurisdiction as they have been in the past.

         RISK AND INSURANCE SERVICES. While laws and regulations vary from
location to location, every state of the United States and most foreign
jurisdictions require an insurance broker or agent (and in some cases a
reinsurance broker or intermediary) or insurance consultant, managing general
agent or third party administrator, to have an individual and/or company license
from a governmental agency or self-regulatory organization. In addition, certain
of MMC's risk and insurance activities are also governed by investment,
securities and futures licensing and other regulatory authorities. A few
jurisdictions issue licenses only to individual residents or locally-owned
business entities. In some of these jurisdictions, if MMC has no licensed
subsidiary, MMC may maintain arrangements with residents or business entities
licensed to act in such jurisdiction. Also, in some jurisdictions, various
insurance related taxes may also be due either by clients directly or from the
broker. In the latter case, the broker customarily looks to the client for
payment.

         INVESTMENT MANAGEMENT. Putnam's securities investment management
activities are subject to regulation in the United States by the SEC, and other
federal, state and self regulatory authorities and in the United Kingdom by the
Financial Services Authority, as well as in certain other countries in which it
does business. Putnam's officers, directors and employees may from time to time
own securities, which are also held by the Putnam Funds or institutional
accounts.



                                       10


Putnam's internal policies with respect to individual investments require prior
clearance and reporting of transactions and restrict certain transactions so as
to reduce the possibility of conflicts of interest.

         To the extent that existing or future regulations or regulatory actions
affecting the sale of Putnam fund shares or other investment products or their
investment strategies, cause or contribute to reduced sales of Putnam fund
shares or investment products or impair the investment performance of the Putnam
Funds or such other investment products, Putnam's aggregate assets under
management and its revenues might be adversely affected. Changes in regulations
affecting the free movement of international currencies might also adversely
affect Putnam.

         CONSULTING. Mercer's largest service area, retirement-related
consulting, is subject to pension law and financial regulation in many
countries, including regulation by the Financial Services Authority in the UK.
In addition, the provision of services related to brokerage activities, merger
and acquisition assistance, trustee services, investment matters (including
advice to individuals on the investment of personal pension assets) and the
placing of individual and group insurance contracts subjects Mercer Human
Resource Consulting subsidiaries to insurance, investment or securities
regulations and licensing in various jurisdictions.

     COMPETITIVE CONDITIONS. Principal methods of competition in risk and
insurance services and consulting include the quality and types of services and
products that a broker or consultant provides its clients and their cost. Putnam
competes with other providers of investment products and services primarily on
the basis of the range of investment products offered, the investment
performance of such products, the manner in which such products are distributed,
the scope and quality of the shareholder and other services provided, and its
general reputation in the marketplace. Sales of Putnam fund shares are also
influenced by general securities market conditions, government regulations,
global economic conditions and advertising and sales promotional efforts. All of
these businesses also encounter strong competition from both public corporations
and private firms in attracting and retaining qualified employees.

         RISK AND INSURANCE SERVICES. The combined insurance and reinsurance
broking services business of MMC is the largest of its type in the world.

         MMC encounters strong competition in the risk and insurance services
business from other insurance brokerage firms which also operate on a nationwide
or worldwide basis, from a large number of regional and local firms in the
United States, the European Union and in other countries and regions, from
insurance and reinsurance companies that market and service their insurance
products without the assistance of brokers or agents and from other businesses,
including commercial and investment banks, accounting firms and consultants that
provide risk-related services and products.

         Certain insureds and groups of insureds have established programs of
self insurance (including captive insurance companies), as a supplement or
alternative to third-party insurance, thereby reducing in some cases the need
for insurance placements. There are also many other



                                       11


providers of affinity group and private client services, including specialized
firms as well as insurance companies and other institutions.

         MMC Capital competes with other organizations that set up private
equity funds to structure and manage investments in the insurance industry.
These organizations include insurance companies, brokers and other market
participants.

         INVESTMENT MANAGEMENT. Putnam Investments is one of the largest
investment management firms in the United States. The investment management
business is highly competitive. In addition to competition from firms already in
the investment management business, including public and private firms,
commercial banks, stock brokerage and investment banking firms, and insurance
companies, there is competition from other firms offering financial services and
other investment alternatives. Although Putnam Investments has expanded its
marketing and distribution outside the U.S., it competes in non-U.S. markets
with local and global firms, many of whom have much larger investment management
businesses in their respective non-U.S. markets.

         Many securities dealers, whose large retail distribution systems play
an important role in the sale of shares in the Putnam Funds, also sponsor
competing proprietary mutual funds. To the extent that such securities dealers
value the ability to offer customers a broad selection of investment
alternatives, they will continue to sell independent funds, notwithstanding the
availability of proprietary products. However, to the extent that these firms
limit or restrict the sale of Putnam fund shares through their brokerage systems
in favor of their proprietary mutual funds, assets under management might
decline and Putnam's revenues might be adversely affected. In addition, a number
of mutual fund sponsors presently market their funds to the general public
without sales charges. Certain firms also offer passively managed funds such as
index funds to the general public. In the fourth quarter of 2003 Putnam's
competitive position was, and it may continue to be, adversely affected by the
events that gave rise to the administrative proceedings brought by the SEC and
the Massachusetts Secretary of the Commonwealth. The management team at Putnam
is committed to restoring Putnam's reputation for reliability and integrity. Any
further damage to Putnam's reputation could have a material adverse effect on
Putnam.

         CONSULTING. Mercer, one of the largest global consulting firms, is a
leader in many of its businesses. Mercer Human Resource Consulting is the
world's largest human resources consulting organization.

         MMC's consulting businesses face strong competition from other
privately and publicly held worldwide and national consulting companies, as well
as regional and local firms. Competitors include independent consulting firms
and consulting organizations affiliated with accounting, information systems,
technology and financial services firms, some of which provide administrative or
consulting services as an adjunct to other primary services. For most of the
services provided by Mercer, clients also have the option of handling these
issues internally without assistance from outside advisors.



                                       12


     SEGMENTATION OF ACTIVITY BY TYPE OF SERVICE AND GEOGRAPHIC AREA OF
OPERATION. Financial information relating to the types of services provided by
MMC and the geographic areas of its operations is incorporated herein by
reference to Note 16 of the Notes to Consolidated Financial Statements on pages
51 and 52 of the 2003 Annual Report. MMC's non-U.S. operations are subject to
the customary risks involved in doing business in other countries, including
currency fluctuations and exchange controls.

     EMPLOYEES. As of December 31, 2003 MMC and its consolidated subsidiaries
employed about 60,500 people worldwide, of whom approximately 38,700 were
employed by subsidiaries providing risk and insurance services, approximately
5,300 were employed by subsidiaries providing investment management services,
approximately 15,900 were employed by subsidiaries providing consulting
services, and approximately 600 were employed by MMC.

EXECUTIVE OFFICERS OF MMC.

         The executive officers of MMC are elected annually. For information
regarding executive officers who are also directors, see Item 10 below. As of
March 10, 2004, the following individuals also were executive officers of MMC:

                  Francis N. Bonsignore, age 57, is senior vice president,
         executive resources & development of MMC. He previously served as
         senior vice president, human resources & administration from 1990
         through June 2001. Immediately prior thereto he was a partner and
         national director, human resources for Price Waterhouse.

                  Charles E. Haldeman, age 55, is president, chief executive
          officer and co-head of Investments of Putnam Investments. Mr. Haldeman
          joined Putnam in October 2002 as senior managing director and co-head
          of Investments. He was named president and chief executive officer in
          November 2003. Before joining Putnam, Mr. Haldeman was president and
          chief executive officer of Delaware Investments from 2000 to 2002,
          president and chief operating officer of United Asset Management
          Corporation from 1998 to 2000, and a partner and director of Cooke &
          Bieler, Inc. from 1974 to 1998.

                  William L. Rosoff, age 57, is senior vice president and
         general counsel of MMC. Before joining MMC in 2000, Mr. Rosoff was a
         partner at the law firm of Davis Polk & Wardwell, having rejoined that
         firm after serving two years as senior vice president and general
         counsel of RJR Nabisco, Inc. Mr. Rosoff first joined Davis Polk &
         Wardwell in 1978 and became a partner in 1985.

                  Sandra S. Wijnberg, age 47, is senior vice president and chief
         financial officer of MMC. Before joining MMC in 2000, Ms. Wijnberg was
         a senior vice president and treasurer of Tricon Global Restaurants,
         Inc. from 1997 through 1999. Prior thereto, Ms. Wijnberg spent three
         years with PepsiCo., last serving as senior vice president and chief
         financial officer of its KFC Corporation division. Prior to joining
         PepsiCo., Ms. Wijnberg was a principal at Morgan Stanley & Company.



                                       13


AVAILABLE INFORMATION.

         MMC is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended. In accordance with the Exchange
Act, MMC files its annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K, and any amendments to such reports, with the
SEC. MMC makes these reports available free of charge through its web site,
WWW.MMC.COM, as soon as reasonably practicable after they are filed with the
SEC.

         MMC also posts on its web site the following documents with respect to
corporate governance:

     o    Guidelines for Corporate Governance;

     o    Code of Business Conduct and Ethics;

     o    Procedures for addressing complaints and concerns of employees and
          others; and

     o    the charters of the Audit Committee, Compensation Committee and
          Directors & Governance Committee of the Board of Directors.

All of the above documents are available in printed form to any MMC stockholder
upon request.

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 report and other MMC filings
with the SEC and in our reports to stockholders) 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, pension funding, financial losses and expected insurance
recoveries resulting from the September 11, 2001 attack on the World Trade
Center in New York City, and the adverse consequences arising from the
market-timing issues at Putnam, including fines and restitution, 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 losses 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 services business
are changes in competitive conditions, movements in premium rate levels, the
continuation of difficult conditions for the transfer of commercial risk and
other changes in the global property and casualty insurance markets, natural
catastrophes, mergers between client organizations, and insurance or reinsurance
company insolvencies. Factors to be considered in the case of MMC's investment
management business include changes in worldwide and national equity and fixed



                                       14


income markets, actual and relative investment performance, the level of sales
and redemptions, and the ability to maintain investment management and
administrative fees at historic levels; and with respect to all of MMC's
activities, changes in general worldwide and national economic conditions, the
impact of terrorist attacks, 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.
Forward-looking statements speak only as of the date on which they are made, and
MMC undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which it is made or to reflect the
occurrence of unanticipated events.

MMC is committed to providing timely and materially accurate information to the
investing public, consistent with our legal and regulatory obligations. To that
end, MMC and its operating companies use their websites to convey meaningful
information about their businesses, including the anticipated release of
quarterly financial results and the posting of updates of assets under
management at Putnam. Monthly updates of total assets under management at Putnam
will be posted to the MMC website the first business day following the end of
each month. Putnam posts mutual fund and performance data to its website
regularly. Assets for most Putnam retail mutual funds are posted approximately
two weeks after each month-end. Mutual fund net asset value (NAV) is posted
daily. Historical performance and Lipper rankings are also provided. Investors
can link to MMC and its operating company websites through www.mmc.com.

ITEM 2.    PROPERTIES.

         MMC and its subsidiaries have major office locations in New York,
London and Boston, as well as other offices around the world.

         MMC and certain of its subsidiaries, including Marsh USA Inc. and
Mercer Human Resource Consulting, Inc., as tenants in common, own a 69%
condominium interest covering approximately 1,120,000 square feet in a 44-story
building in midtown Manhattan in New York City, which serves as their worldwide
headquarters. MMC has a fixed rate nonrecourse mortgage note agreement due in
2009 amounting to $200 million, bearing an interest rate of 9.8%, with the notes
secured by MMC's interest in its worldwide headquarters. In the event the
mortgage is foreclosed following a default, MMC would be entitled to remain in
the space and would be obligated to pay rent sufficient to cover interest on the
notes or at fair market value if greater. MMC leases an additional 240,000
square feet of space in its headquarters building. MMC and its subsidiaries
lease an additional 680,000 square feet in various locations around New York
City in support of its operations, including a lease covering approximately
420,000 rentable square feet in a building in Hoboken, New Jersey.

         The principal offices of the Marsh subsidiaries in the UK currently are
located in the City of London in Tower Place, comprising 354,000 square feet
under a long term lease. Marsh subsidiaries lease an additional 160,000 square
feet of office space in and around London in



                                       15


support of their operations. The principal offices of the Mercer subsidiaries in
the UK comprise approximately 200,000 square feet of leased space in and around
London. Mercer also has entered into a lease covering approximately 150,000
rentable square feet in a new building close to Tower Place.

         The principal executive offices of the Putnam subsidiaries comprise
approximately 315,000 square feet of leased space located at One Post Office
Square, Boston, Massachusetts in Boston's financial district. Putnam leases an
additional approximately 890,000 square feet in various locations around the
Boston area for investor services and other activities in support of its
operations.

         The remaining business activities of MMC and its subsidiaries are
conducted principally in leased office space in cities throughout the world. In
general, no difficulty is anticipated in negotiating renewals as leases expire
or in finding other satisfactory space if the premises become unavailable. From
time to time, MMC and its subsidiaries may have unused space and may seek to
sublet such space to third parties, depending upon the demands for office space
in the locations involved.

ITEM 3.    LEGAL PROCEEDINGS.

     PUTNAM MATTERS

         REGULATORY MATTERS. On October 28, 2003, the SEC commenced a civil
administrative and cease and desist proceeding against Putnam under the
Investment Advisors Act of 1940 and the Investment Company Act of 1940. On
November 13, 2003, pursuant to an agreement with Putnam, the SEC entered an
order making findings, which Putnam neither admitted nor denied, of certain
facts and concluded that Putnam violated the Investment Advisors Act of 1940 and
the Investment Company Act of 1940. The order imposed partial relief, including
final censure, remedial undertakings, and a cease and desist order. The SEC's
order found that since 1998 at least six Putnam investment management
professionals engaged in excessive short-term trading of Putnam mutual funds in
their personal accounts. The order also found that four of these employees
engaged in trading in funds over which they had investment decision making
responsibilities and access to non-public information regarding their funds'
portfolios. The SEC further found that Putnam failed to disclose this
potentially self-dealing securities trading to the boards or shareholders of the
mutual funds it manages, failed to take adequate steps to detect and deter such
trading activity through internal controls and failed in its supervision of
these investment management professionals. Under the terms of the order, Putnam
has agreed to a number of remedial actions, including new employee trading
restrictions, enhanced employee trading compliance, oversight by an independent
third party and the SEC of the calculation of the amount of restitution to be
made by Putnam for losses attributable to excessive short-term trading by Putnam
employees, the retention of an independent compliance consultant, the
undertaking of periodic compliance reviews, and certification of compliance with
the SEC. The order also contemplates civil monetary penalties to be determined
at a later date. Putnam has also undertaken to make appropriate restitution for
losses to any of Putnam's funds resulting from improper market timing activities
by Putnam employees.

                                       16


         In a separate action, the SEC is seeking an injunction against two of
the six investment management employees. All six such employees have been
removed from investment management responsibilities at Putnam.

         On October 28, 2003, the Massachusetts Secretary of the Commonwealth
commenced a civil administrative proceeding against Putnam and two of its
employees alleging violations of the state's securities law anti-fraud
provisions. These violations are alleged to be based on material misstatements
in Putnam mutual fund prospectuses because Putnam allegedly permitted fund
managers to engage in activities contrary to Putnam's stated policy against
market timing and short-term trading. Putnam is also alleged to have breached
its fiduciary duty to Putnam fund shareholders by allowing such employee
conduct. In addition, the Massachusetts action alleges that Putnam permitted
certain non-employee shareholders of Putnam funds to engage in excessive market
timing activities in violation of policies allegedly disclosed by Putnam in its
mutual fund prospectuses. The Massachusetts action seeks to have Putnam
permanently cease and desist from violating the Massachusetts securities law,
and to pay restitution to the funds and administrative fines in an undetermined
amount.

         Additionally, Putnam has received document subpoenas and/or requests
for information from the United States Attorney in Boston, the Florida
Department of Financial Services, the Office of the Attorney General for the
State of New York, Offices of the Secretary of State and the State Auditor for
the State of West Virginia, the NASD and the Boston office of the U.S.
Department of Labor inquiring into, among other things, matters that are the
subject of the SEC and Massachusetts actions.

         Putnam has also received subpoenas from the SEC's Philadelphia office,
seeking documents relating to Putnam's directed brokerage practices and the SEC
has interviewed, and taken testimony from, a number of Putnam employees relating
to revenue sharing practices. In addition, Putnam has received a request for
information from the SEC's Chicago office and the NASD regarding revenue sharing
arrangements.

         Putnam is fully cooperating with the regulatory authorities.

         In the fourth quarter of 2003, Putnam recorded net costs of $24 million
related to these proceedings, which included the estimated potential restitution
to the Putnam Funds, and compliance, legal and communication expenses. Putnam's
partial settlement with the SEC includes civil penalties not yet determined, and
therefore, no provision has been made for such penalties.

         SECURITIES LITIGATION. As of March 4, 2004, MMC and Putnam have
received complaints in approximately 70 civil actions based on allegations of
market timing activities. These actions have been filed in federal court in New
York, Massachusetts, California, Illinois, Connecticut, and Delaware, and in
state court in New York, Massachusetts, California, Illinois, Vermont, Kansas,
and North Carolina. These civil actions are as follows:



                                       17


         Ten purported securities class actions (the "MMC Class Action
Complaints") have been filed in United States District Court for the Southern
District of New York on behalf of a class of purchasers of MMC stock during the
period from January, 2000 to November, 2003. The MMC Class Action Complaints
allege, among other things, that MMC failed to disclose certain market timing
activities at Putnam which, when disclosed, resulted in a drop in the market
price of MMC's shares. The MMC Class Action Complaints also name as defendants
certain officers and directors of MMC. The MMC Class Action Complaints assert
claims under Sections 10(b) and 20(a) of the Exchange Act.

         Three shareholder derivative actions have been filed against members of
MMC's Board of Directors, and MMC as a nominal defendant. In these actions, the
plaintiffs purport to state common law claims based on, among other things, the
Board's alleged failure to prevent the alleged market timing from occurring. Two
of the MMC derivative complaints were filed in the United States District Court
for the Southern District of New York and one was filed in the Supreme Court for
the State of New York.

         MMC and/or Putnam have been named in 56 additional actions brought by
investors in Putnam funds claiming damages to themselves or the Putnam funds as
a result of various market timing activities. These actions have been brought
either individually (the "Individual Complaints"), derivatively (the "Putnam
Derivative Complaints"), or on behalf of a putative class (the "Putnam Class
Action Complaints"). The Individual Complaints, the Putnam Class Action
Complaints (which also name as defendants certain Putnam funds and certain
Putnam employees) and the Putnam Derivative Action Complaints (which also name
as defendants certain Putnam officers and employees and certain trustees of the
Putnam funds), allege violations of the federal securities and investment
advisory laws and state law. At this time, seven of these cases are pending in
various state courts. Putnam has also been named as a defendant in one suit in
its capacity as a sub-advisor to a non-Putnam fund.

         MMC and Putnam moved before the Judicial Panel on Multidistrict
Litigation (the "MDL Panel") to consolidate the federal matters before a single
judge. On February 20, 2004, the MDL Panel issued an order transferring many of
the cases against MMC and Putnam, along with those against other mutual fund
complexes, to the United States District Court for the District of Maryland for
coordinated pretrial proceedings. In most of the federal cases, either by
agreement of the parties or order of the court, MMC and Putnam are not required
to respond until after amended complaints have been filed in the consolidated
actions.

         Putnam has agreed to indemnify the Putnam funds for any liabilities
arising from market timing activities, including those that could arise in the
securities litigations, and MMC has agreed to guarantee Putnam's obligations in
that regard.

         ERISA LITIGATION. MMC, Putnam, and various of their officers, directors
and employees have been named as defendants in three purported class actions
asserting claims under ERISA (the "ERISA Actions"). The ERISA Actions, which
have been brought by participants in MMC's Stock Investment Plan and Putnam's
Profit Sharing Retirement Plan (collectively, the "Plans"), allege, among other
things, that, in view of the market timing trading activity that was allegedly


                                       18


allowed to occur at Putnam, the defendants knew or should have known that the
investment of the Plans' funds in MMC's stock and Putnam's mutual fund shares
was imprudent and that the defendants breached their fiduciary duties to the
Plans' participants in making these investments. The three ERISA Actions were
filed in federal court for the Southern District of New York.

         The complaints in the above-referenced matters seek monetary damages
and other forms of relief. At the present time, MMC's management is unable to
estimate the impact that the outcome of the foregoing proceedings may have on
MMC's consolidated results of operations or financial position or cash flows.

         EMPLOYMENT DISPUTE. Lawrence J. Lasser, former President and CEO of
Putnam, has initiated an arbitration proceeding against MMC. The arbitration
will determine whether and to what extent Mr. Lasser is owed any money under his
employment arrangements with Putnam.

     OTHER LITIGATION

         MMC and its subsidiaries are subject to various other claims, lawsuits
and proceedings consisting principally of alleged errors and omissions in
connection with the placement of insurance or reinsurance and in rendering
investment and consulting services. Some of these matters seek damages,
including punitive damages, in amounts that could, if assessed, be significant.
Insurance coverage applicable to such matters includes elements of both risk
retention and risk transfer.

         Although the ultimate outcome of these other matters and the employment
dispute cannot be ascertained and liabilities in indeterminate amounts may be
imposed on MMC and its subsidiaries, on the basis of present information, it is
the opinion of MMC's management that the disposition or ultimate determination
of these claims, lawsuits, proceedings or reviews should not have a material
adverse effect on MMC's consolidated financial position or cash flows, but may
be material to MMC's operating results in any particular period.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                     PART II

ITEM 5.    MARKET FOR MMC'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Information regarding dividends paid and the number of holders of MMC's
common stock set forth on page 54 of the 2003 Annual Report is incorporated
herein by reference.

         MMC's common stock is listed on the New York, Chicago, Pacific and
London stock exchanges. The high and low stock prices* for our common stock for
each quarterly period in 2003 and 2002 are as follows:

                                       19


                    ------------------------------------------------------------
                               2003                                2002
                    ------------------------------------------------------------
                         STOCK PRICE RANGE                  STOCK PRICE RANGE*
                         -----------------                  ------------------
                         HIGH          LOW                   HIGH          LOW
First Quarter       $    49.50         38.27            $    56.90        47.20
Second Quarter      $    54.97         42.27            $    57.30        45.13
Third Quarter       $    53.98         47.50            $    49.45        38.40
Fourth Quarter      $    49.48         41.75            $    49.99        34.61
                    ------------------------------------------------------------
                    $    54.97         38.27            $    57.30        34.61

- --------------------
   * Stock prices have been restated for a two-for-one stock distribution of MMC
     common stock, which was issued as a stock dividend on June 28, 2002.

ITEM 6.    SELECTED FINANCIAL DATA.

         The selected financial data on page 55 of the 2003 Annual Report are
incorporated herein by reference.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS.

         The information on pages 21 through 29 of the 2003 Annual Report is
incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information under the heading "Market Risk" on pages 27 to 28 of
the 2003 Annual Report is incorporated herein by reference.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Consolidated Financial Statements and the Independent Auditors'
Report thereto on pages 30 through 53 of the 2003 Annual Report and Selected
Quarterly Financial Data (Unaudited) on page 54 of the 2003 Annual Report are
incorporated herein by reference. A supplemental note to the Consolidated
Financial Statements is included on the last page of this report.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.  None.

ITEM 9A.    CONTROLS AND PROCEDURES.

         CONTROLS AND PROCEDURES. Based on their evaluation, as of the end of
the period for the filing of this Form 10-K, the Company's chief executive
officer and chief financial officer have concluded that the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e)



                                       20


or 15d-15(e) under the Securities Exchange Act of 1934) are effective in timely
alerting them to material information relating to the Company required to be
included in our reports filed under the Exchange Act.

         CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING. There have been
no changes in the Company's internal controls over financial reporting during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF MMC.

         Information as to the directors and nominees for the Board of Directors
of MMC is incorporated herein by reference to the material set forth under the
heading "Election of Directors" in our Notice and Proxy Statement for the 2004
Annual Meeting of Stockholders to be filed within 120 days after December 31,
2003 (the "2004 Proxy Statement").

         The Executive Officers of MMC are Messrs. Cabiallavetta, Coster, Davis,
Greenberg and Groves, with respect to whom information can be found under the
heading "Election of Directors" in the 2004 Proxy Statement, and Messrs.
Bonsignore, Haldeman, Rosoff and Ms. Wijnberg, with respect to whom information
is provided in Part I above under the heading "Executive Officers of MMC".

         The information set forth in the 2004 Proxy Statement in the section
"Information Regarding the Board of Directors" under "--Committees--The Audit
Committee" and "--Codes of Business Conduct and Ethics" is incorporated herein
by reference.

         The information set forth in the 2004 Proxy Statement in the section
"Transactions with Management and Others; Other Information" under "Section
16(a) Beneficial Ownership Reporting Compliance" is incorporated herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION.

         The information under the headings "Information Regarding the Board of
Directors-Directors' Compensation", "Compensation of Executive Officers",
"Compensation



                                       21


Committee Report" and "Stock Performance Graph" in the 2004 Proxy Statement is
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

         The information under the heading "Stock Ownership of Management and
Certain Beneficial Owners" in the 2004 Proxy Statement is incorporated herein by
reference.

                   EQUITY COMPENSATION PLAN INFORMATION TABLE

         The following table sets forth information as of December 31, 2003,
with respect to compensation plans under which equity securities of MMC are
authorized for issuance:




- ------------------------------------------------------------------------------------------------------------------
                                                                              
                               (a) NUMBER OF SECURITIES     (b) WEIGHTED-AVERAGE       (c) NUMBER OF SECURITIES
                               TO BE ISSUED UPON EXERCISE   EXERCISE PRICE OF          REMAINING AVAILABLE FOR
                               OF OUTSTANDING OPTIONS,      OUTSTANDING OPTIONS,       FUTURE ISSUANCE UNDER
                               WARRANTS AND RIGHTS(1)(2)    WARRANTS AND RIGHTS(2)     EQUITY COMPENSATION PLANS
                                                                                       (EXCLUDING SECURITIES
                                                                                       REFLECTED IN COLUMN (a))(2)
  PLAN CATEGORY
- ------------------------------------------------------------------------------------------------------------------
  Equity compensation plans            25,658,542                   $35.7467                 48,031,258 (3)
  approved by stockholders
- ------------------------------------------------------------------------------------------------------------------
  Equity compensation plans            63,656,530                   $44.9369                 63,296,283 (4)
  not approved by
  stockholders
- ------------------------------------------------------------------------------------------------------------------
                                       89,315,072 (5)               $42.2968                111,327,541 (5)
  TOTAL
- ------------------------------------------------------------------------------------------------------------------


- ----------------------------
(1)  This column reflects shares subject to unexercised options granted over the
     last ten years under MMC's 2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD
     PLAN, 1997 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN, 1992 INCENTIVE
     AND STOCK AWARD PLAN, 2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN and 1997
     EMPLOYEE INCENTIVE AND STOCK AWARD PLAN. This column contains information
     regarding stock options only; there are no warrants or stock appreciation
     rights outstanding.

(2)  The number of shares that may be issued at the close of current offering
     periods under stock purchase plans, and the weighted-average exercise price
     of such shares, is uncertain and is consequently not reflected in columns
     (a) and (b). The number of shares to be purchased will depend on the amount
     of contributions with interest accumulated under these plans as of the
     close of the offering periods. The shares remaining available for future
     issuance in column (c) includes any shares that may be acquired under all
     current offering periods for these plans. See notes (3) and (4) below.

(3)  Includes the following:

     o    31,650,325 shares available for future awards under the 1999 EMPLOYEE
          STOCK PURCHASE PLAN, a stock purchase plan qualified under Section 423
          of the Internal Revenue Code. Employees may acquire shares at a
          discounted purchase price at the end of a one-year offering period
          with the proceeds of their contributions plus interest accumulated
          during the offering period. The purchase price may be no less than 85%
          of the lesser of the market price of the stock at the beginning or the
          end of the offering period.



                                       22


     o    4,422,938 shares that may be issued to settle outstanding restricted
          stock unit, deferred stock unit and deferred bonus unit awards and
          other deferred compensation obligations.

     o    7,507,775 shares available for future awards under the 2000 SENIOR
          EXECUTIVE INCENTIVE AND STOCK AWARD PLAN. Awards may consist of stock
          options, stock appreciation rights, restricted stock, restricted stock
          units, deferred stock units, deferred bonus units, dividend
          equivalents, stock bonus, performance awards and other unit-based or
          stock-based awards.

     o    3,407,596 shares available for future deferrals directed into share
          units under the STOCK INVESTMENT SUPPLEMENTAL PLAN, a nonqualified
          deferred compensation plan providing benefits to employees whose
          benefits are limited under the tax-qualified STOCK INVESTMENT PLAN, an
          employee stock ownership plan with a 401(k) feature.

(4)  Includes the following:

     o    12,742,316 shares available for future awards under the STOCK PURCHASE
          PLAN FOR INTERNATIONAL EMPLOYEES, STOCK PURCHASE PLAN FOR FRENCH
          EMPLOYEES, SAVE AS YOU EARN PLAN (U.K.), and IRISH SAVINGS RELATED
          SHARE OPTION SCHEME 2001.

     o    8,585,198 shares that may be issued to settle outstanding restricted
          stock unit, deferred stock unit and deferred bonus unit awards under
          the 2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN and predecessor plans
          and programs.

     o    39,240,799 shares available for future awards under the 2000 EMPLOYEE
          INCENTIVE AND STOCK AWARD PLAN. Awards may consist of stock options,
          stock appreciation rights, restricted stock, restricted stock units,
          deferred stock units, deferred bonus units, dividend equivalents,
          stock bonus, performance awards and other unit-based or stock-based
          awards.

     o    190,403 shares available for future awards under the APPROVED SHARE
          PARTICIPATION SCHEMES FOR MARSH & McLENNAN IRELAND AND MERCER IRELAND.
          Awards are made in restricted stock.

     o    2,278,892 shares available for future awards, and 258,675 shares that
          may be issued to settle outstanding awards, under the SPECIAL
          SEVERANCE PAY PLAN. Awards consist of stock units and dividend
          equivalents.

(5)  MMC's Board of Directors has authorized the repurchase of common stock,
     including an ongoing authorization to repurchase shares in connection with
     awards granted under equity-based compensation plans, subject to market
     conditions and other factors. Pursuant to that authorization, MMC
     repurchased 26.1 million shares in 2003. See the "Liquidity and Capital
     Resources" section of "Management's Discussion and Analysis of Financial
     Condition and Results of Operations" referenced in Part II, Item 7 of this
     report.

         The material features of MMC's compensation plans that have not been
approved by stockholders and under which MMC shares are authorized for issuance
are described below. Any such material plans under which awards in MMC shares
may currently be granted are included as exhibits to this report.

 o   STOCK PURCHASE PLAN FOR INTERNATIONAL EMPLOYEES, STOCK PURCHASE PLAN FOR
     FRENCH EMPLOYEES, SAVE AS YOU EARN PLAN (U.K.) AND IRISH SAVINGS RELATED
     SHARE OPTION SCHEME. Eligible employees may elect to contribute to these
     plans through regular payroll deductions over an offering period which
     varies by plan from 1 to 5 years. At the end of the offering period,
     participants may receive their contributions plus interest and, in the case
     of the U.K. and Irish Plans, a 5% employer contribution, in cash or use
     that amount to acquire shares of stock at a discounted purchase price.
     Under the International and French Plans, the purchase price may be no less
     than 85% of the lesser of the market price of the stock at the beginning or
     end of the offering period, while under the U.K. and Irish



                                       23


     Plans, the purchase price may be no less than 80% of the market price of
     the stock at the beginning of the offering period.

 o   2000 EMPLOYEE INCENTIVE AND STOCK AWARD PLAN AND PREDECESSOR PLANS AND
     PROGRAMS. The terms of this plan and the 1997 Employee Incentive and Stock
     Award Plan are described in Note 8 to the Consolidated Financial Statements
     referenced in Part II, Item 8 of this report. In addition, the Stock Bonus
     Award Program provided for the payment of up to 50% of annual bonuses
     otherwise payable in cash, in the form of deferred stock units or deferred
     bonus units which are settled in shares. No future awards may be granted
     under any predecessor plan or program.

 o   APPROVED SHARE PARTICIPATION SCHEMES FOR MARSH & McLENNAN IRELAND AND
     MERCER IRELAND. Eligible participants may elect to acquire shares of
     restricted stock at market price by allocating their bonus, and in the case
     of the Marsh & McLennan plan, up to 3% of their basic salary. The acquired
     shares are held in trust and generally may not be transferred for two years
     following their acquisition. The initial value of any shares held in trust
     for more than five years is not subject to income tax.

 o   SPECIAL SEVERANCE PAY PLAN. Under this plan, certain holders of restricted
     stock or awards in lieu of restricted stock with at least 10 years of
     service will receive payment in shares upon forfeiture of their award if
     their employment with MMC or one of its subsidiaries terminates. The amount
     of such payment is based on years of service, with the individual receiving
     up to a maximum of 90% of the value of the restricted shares after 25 years
     of service and is subject to execution of a non-solicitation agreement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Information under the headings "Directors' Compensation" and
"Transactions with Management and Others; Other Information" in the 2004 Proxy
Statement is incorporated herein by reference.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         The information under the heading "Ratification of Selection of
Auditors--Fees of Independent Auditors" in the 2004 Proxy Statement, including
the Audit Committee Policy on Preapproval of Services Provided by the
Independent Auditor attached as Appendix B to the 2004 Proxy Statement, is
incorporated herein by reference.



                                       24


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

         (a) The following documents are filed as a part of this report:

              1.  Consolidated Financial Statements (incorporated herein by
                  reference to pages 30 through 53 of the 2003 Annual Report):

                    Consolidated Statements of Income for each of the three
                    years in the period ended December 31, 2003

                    Consolidated Balance Sheets as of December 31, 2003 and 2002

                    Consolidated Statements of Cash Flows for each of the three
                    years in the period ended December 31, 2003

                    Consolidated Statements of Stockholders' Equity and
                    Comprehensive Income for each of the three years in the
                    period ended December 31, 2003

                    Notes to Consolidated Financial Statements

                    Independent Auditors' Report

                  Supplemental Note to Consolidated Financial Statements

                  Independent Auditors' Report

                  Other:

                    Selected Quarterly Financial Data and Supplemental
                    Information (Unaudited) for the three years ended December
                    31, 2003 (incorporated herein by reference to page 54 of the
                    2003 Annual Report)

                    Five-Year Statistical Summary of Operations (incorporated
                    herein by reference to page 55 of the 2003 Annual Report)

              2.  All required Financial Statement Schedules are included in the
                  Consolidated Financial Statements, the Notes to Consolidated
                  Financial Statements or the Supplemental Note to Consolidated
                  Financial Statements.

              3.  The following exhibits are filed as a part of this report:

                  (3.1)    MMC's restated certificate of incorporation

                                       25


                  (3.2)    MMC's by-laws (incorporated by reference to MMC's
                           Annual Report on Form 10-K for the year ended
                           December 31, 2002)

                  (4.1)    Indenture dated as of June 14, 1999 between MMC and
                           State Street Bank and Trust Company, as trustee
                           (incorporated by reference to MMC's Registration
                           Statement on Form S-3, Registration No. 333-108566)

                  (4.2)    First Supplemental Indenture dated as of June 14,
                           1999 between MMC and State Street Bank and Trust
                           Company, as trustee (incorporated by reference to
                           MMC's Quarterly Report on Form 10-Q for the quarter
                           ended June 30, 1999)

                  (4.3)    Second Supplemental Indenture dated as of February
                           19, 2003 between MMC and U.S. Bank National
                           Association (as successor to State Street Bank and
                           Trust Company), as trustee (incorporated by reference
                           to MMC's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 2003)

                  (4.4)    Third Supplemental Indenture dated as of July 30,
                           2003 between MMC and U.S. National Bank Association
                           (as successor to State Street Bank and Trust
                           Company), as trustee (incorporated by reference to
                           MMC's Quarterly Report on Form 10-Q for the quarter
                           ended June 30, 2003)

                  (4.5)    Amended and Restated Rights Agreement dated as of
                           January 20, 2000 between MMC and Harris Trust Company
                           of New York (incorporated by reference to MMC's
                           Registration Statement on Form 8-A/A filed on January
                           27, 2000)

                  (4.6)    Amendment No. 1 to Amended & Restated Rights
                           Agreement dated as of June 7, 2002, by and between
                           MMC and Harris Trust Company of New York
                           (incorporated by reference to MMC's Registration
                           Statement on Form 8-A12B/A filed on June 20, 2002)

                  (4.7)    Indenture dated as of March 19, 2002 between MMC and
                           State Street Bank and Trust Company, as trustee
                           (incorporated by reference to MMC's Registration
                           Statement on Form S-4, Registration No. 333-87510)

                  (10.1)   *Marsh & McLennan Companies, Inc. 2000 Senior
                           Executive Incentive and Stock Award Plan
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 1999)

- --------
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit pursuant to Item 15(c) of Form 10-K.


                                       26


                  (10.2)   *Marsh & McLennan Companies Stock Investment
                           Supplemental Plan (incorporated by reference to MMC's
                           Annual Report on Form 10-K for the year ended
                           December 31, 1994)

                  (10.3)   *Amendment to Marsh & McLennan Companies Stock
                           Investment Supplemental Plan dated June 16, 1997
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 1997)

                  (10.4)   *Amendment to Marsh & McLennan Companies Stock
                           Investment Supplemental Plan dated November 20, 1997
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 2000)

                  (10.5)   *Amendment to Marsh & McLennan Companies Stock
                           Investment Supplemental Plan dated January 1, 2000
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 2000)

                  (10.6)   *Marsh & McLennan Companies Special Severance Pay
                           Plan (incorporated by reference to MMC's Annual
                           Report on Form 10-K for the year ended December 31,
                           1996)

                  (10.7)   *Putnam Investments, Inc. Executive Deferred
                           Compensation Plan (incorporated by reference to MMC's
                           Annual Report on Form 10-K for the year ended
                           December 31, 1994)

                  (10.8)   *Putnam Investments, LLC Executive Deferred Bonus
                           Plan (incorporated by reference to MMC's Annual
                           Report on Form 10-K for the year ended December 31,
                           2000)

                  (10.9)   *Putnam Investments Trust Equity Partnership Plan

                  (10.10)  *Marsh & McLennan Companies Supplemental Retirement
                           Plan (incorporated by reference to MMC's Annual
                           Report on Form 10-K for the year ended December 31,
                           1992)

                  (10.11)  *Amendment to Marsh & McLennan Companies Supplemental
                           Retirement Plan (incorporated by reference to MMC's
                           Quarterly Report on Form 10-Q for the quarter ended
                           March 31, 2003)

                  (10.12)  *Marsh & McLennan Companies Senior Management
                           Incentive Compensation Plan (incorporated by
                           reference to MMC's Annual Report on Form 10-K for the
                           year ended December 31, 1994)

- --------
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit pursuant to Item 15(c) of Form 10-K.


                                       27


                  (10.13)  *Marsh & McLennan Companies, Inc. U.S. Employee 2003
                           Cash Bonus Award Voluntary Deferral Plan

                  (10.14)  *Marsh & McLennan Companies, Inc. Directors Stock
                           Compensation Plan (incorporated by reference to MMC's
                           Annual Report on Form 10-K for the year ended
                           December 31, 1997)

                  (10.15)  *MMC Capital, Inc. Amended and Restated Long Term
                           Incentive Plan dated as of March 19, 2001
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 2000)

                  (10.16)  *Consulting Agreement between A.J.C. Smith and MMC
                           effective as of June 1, 2000 (incorporated by
                           reference to MMC's Quarterly Report on Form 10-Q for
                           the quarter ending June 30, 2000)

                  (10.17)  *Renewal of Consulting Agreement between A.J.C. Smith
                           and MMC dated as of May 24, 2001 (incorporated by
                           reference to MMC's Quarterly Report on Form 10-Q for
                           the quarter ending June 30, 2001)

                  (10.18)  *Renewal of Consulting Agreement between A.J.C. Smith
                           and MMC dated as of May 16, 2002, (incorporated by
                           reference to MMC's Quarterly Report on Form 10-Q for
                           the quarter ending June 30, 2002)

                  (10.19)  *Renewal and Amendment to Consulting Agreement
                           between A.J. C. Smith and MMC dated as of May 16,
                           2003 (incorporated by reference to MMC's Quarterly
                           Report on Form 10-Q for the quarter ending June 30,
                           2003)

                  (10.20)  *MMC Capital, Inc. Amended and Restated Deferred
                           Compensation and Profits Limited Partnership Plan
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 2001)

                  (10.21)  *Marsh & McLennan Companies, Inc. 2000 Employee
                           Incentive and Stock Award Plan (incorporated by
                           reference to MMC's Annual Report on Form 10-K for the
                           year ended December 31, 2001)

                  (10.22)  *Amended and Restated Limited Partnership Agreement
                           of Marsh & McLennan Affiliated Fund, L.P. dated
                           October 12, 1999 (incorporated by reference to MMC's
                           Annual Report on Form 10-K for the year ended
                           December 31, 2001)

- --------
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit pursuant to Item 15(c) of Form 10-K.


                                       28


                  (10.23)  *Second Amended and Restated Limited Partnership
                           Agreement of Marsh & McLennan Capital Professionals
                           Fund, L.P. dated December 2, 1999 (incorporated by
                           reference to MMC's Annual Report on Form 10-K for the
                           year ended December 31, 2001)

                  (10.24)  *Amended and Restated Limited Partnership Agreement
                           of Marsh & McLennan Capital Technology Professionals
                           Venture Fund, L.P. dated as of December 2, 1999
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 2001)

                  (10.25)  *First Amended and Restated Limited Partnership
                           Agreement of MMC Capital Tech Professionals Fund II,
                           L.P. dated as of October 31, 2000 (incorporated by
                           reference to MMC's Annual Report on Form 10-K for the
                           year ended December 31, 2001)

                  (10.26)  *First Amended and Restated Limited Partnership
                           Agreement of MMC Capital C&I Professionals Fund, L.P.
                           dated as of July 21, 2000 (incorporated by reference
                           to MMC's Annual Report on Form 10-K for the year
                           ended December 31, 2001)

                  (10.27)  *Amended and Restated Limited Partnership Agreement
                           of Trident Capital II, L.P. dated December 2, 1999
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 2001)

                  (10.28)  *Amended and Restated Limited Partnership Agreement
                           of Marsh & McLennan Capital Technology Venture GP,
                           L.P. dated December 2, 1999 (incorporated by
                           reference to MMC's Annual Report on Form 10-K for the
                           year ended December 31, 2001)

                  (10.29)  *Amended and Restated Limited Partnership Agreement
                           of MMC Capital Tech GP II, L.P. dated as of August
                           22, 2000 (incorporated by reference to MMC's Annual
                           Report on Form 10-K for the year ended December 31,
                           2001)

                  (10.30)  *Limited Partnership Agreement of Marsh & McLennan
                           Capital C&I GP, L.P. dated as of April 7, 2000
                           (incorporated by reference to MMC's Annual Report on
                           Form 10-K for the year ended December 31, 2001)

                  (10.31)  *Limited Partnership Agreement of Marsh & McLennan
                           C&I Employees' Securities Company, L.P. dated as of
                           July 21, 2000 (incorporated by reference to MMC's
                           Annual Report on Form 10-K for the year ended
                           December 31, 2001)

- --------
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit pursuant to Item 15(c) of Form 10-K.


                                       29


                  (10.32)  *Amended and Restated Limited Partnership Agreement
                           of Trident III Professional Fund, L.P. dated December
                           18, 2003

                  (10.33)  *Amended and Restated Limited Partnership Agreement
                           of Trident III ESC, L.P. dated December 12, 2003

                  (10.34)  *Amended and Restated Limited Partnership Agreement
                           of Trident Capital III, L.P. dated December 4, 2003

                  (10.35)  *Limited Liability Company Agreement of Putnam
                           Investments Employees' Securities Company I LLC dated
                           as of October 3, 2000 (incorporated by reference to
                           MMC's Annual Report on Form 10-K for the year ended
                           December 31, 2001)

                  (10.36)  *Limited Liability Company Agreement of Putnam
                           Investments Employees' Securities Company II LLC
                           dated as of June 15, 2002 (incorporated by reference
                           to MMC's Annual Report on Form 10-K for the year
                           ended December 31, 2001)

                  (10.37)  Form of Waiver dated June 24, 2002 of certain
                           provisions of the MMC Capital Long-Term Incentive
                           Plan executive by Messrs. Greenberg and Davis
                           (incorporated by reference to MMC's Quarterly Report
                           on Form 10-Q for the quarter ending June 30, 2002)

                  (10.38)  Representative Fund Advisory Contract with each of
                           the Putnam Funds (incorporated by reference to MMC's
                           Quarterly Report on Form 10-Q for the quarter ending
                           June 30, 2002)

                  (12)     Statement Re: Computation of Ratio of Earnings to
                           Fixed Charges

                  (13)     Annual Report to Stockholders for the year ended
                           December 31, 2003, to be deemed filed only with
                           respect to those portions which are expressly
                           incorporated by reference

                  (14)     Code of Ethics for Chief Executive and Senior
                           Financial Officers (incorporated by reference to
                           MMC's Annual Report on Form 10-K for the year ended
                           December 31, 2002)

                  (21)     list of subsidiaries of MMC (as of 2/27/2004)

                  (23)     independent auditors' consent

- --------
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit pursuant to Item 15(c) of Form 10-K.



                                       30


                  (24)     powers of attorney

                  (31)     Rule 13a-14(a)/15d-14(a) Certifications

                  (32)     Section 1350 Certifications


(b)      The following reports on Form 8-K were filed by MMC in the fiscal
         quarter ended December 31, 2003:

         o        Current Report on Form 8-K dated October 21, 2003 reporting
                  MMC's issuance of a press release announcing its unaudited
                  third quarter financial results for the quarter ended
                  September 30, 2003.

         o        Current Report on Form 8-K dated October 28, 2003 reporting
                  the initiation by the SEC and the Commonwealth of
                  Massachusetts of administrative proceedings against Putnam
                  Investments and two Putnam employees.

         o        Current Report on Form 8-K dated November 3, 2003 reporting
                  MMC's issuance of a press release announcing a new management
                  team at Putnam Investments.

         o        Current Reports on Form 8-K dated November 7, 2003, November
                  14, 2003 and November 21, 2003, each reporting the current
                  status of assets under management at Putnam Investments.




                                       31


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
this 15th day of March, 2004 on its behalf by the undersigned, thereunto duly
authorized.

                                                MARSH & McLENNAN COMPANIES, INC.


                                                By /S/ JEFFREY W. GREENBERG
                                                   -----------------------------
                                                   Jeffrey W. Greenberg
                                                   Chairman of the Board and
                                                   Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated this 15th day of March, 2004.


/s/ Jeffrey W. Greenberg                   Peter Coster*
- -------------------------------------      -------------------------------------
Jeffrey W. Greenberg                       Peter Coster
Director, Chairman of the Board and        Director
   Chief Executive Officer

/s/ Sandra S. Wijnberg                     Charles A. Davis*
- ---------------------------------------    -------------------------------------
Sandra S. Wijnberg                         Charles A. Davis
Senior Vice President and                  Director
   Chief Financial Officer

/s/ Robert J. Rapport                      Robert F. Erburu*
- ---------------------------------------    -------------------------------------
Robert J. Rapport                          Robert F. Erburu
Vice President and Controller              Director
   (Chief Accounting Officer)

Lewis W. Bernard*                          Oscar Fanjul*
- ---------------------------------------    -------------------------------------
Lewis W. Bernard                           Oscar Fanjul
Director                                   Director

Mathis Cabiallavetta*                      Ray J. Groves*
- ---------------------------------------    -------------------------------------
Mathis Cabiallavetta                       Ray J. Groves
Director                                   Director




Stephen R. Hardis*                        Morton O. Schapiro*
- ---------------------------------------   --------------------------------------
Stephen R. Hardis                         Morton O. Schapiro
Director                                  Director

Gwendolyn S. King*                        Adele Simmons*
- ---------------------------------------   --------------------------------------
Gwendolyn S. King                         Adele Simmons
Director                                  Director

The Rt. Hon. Lord Lang of Monkton, DL*    A.J.C. Smith*
- ---------------------------------------   --------------------------------------
The Rt. Hon. Lord Lang of Monkton, DL     A.J.C. Smith
Director                                  Director

David A. Olsen*
- ---------------------------------------
David A. Olsen
Director

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

* William L. Rosoff, pursuant to Powers of Attorney executed by each of the
individuals whose name is followed by an (*) and filed herewith, by signing his
name hereto does hereby sign and execute this Form 10-K 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





                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders of
Marsh & McLennan Companies, Inc.:

We have audited the consolidated balance sheets of Marsh & McLennan Companies,
Inc. and subsidiaries as of December 31, 2003 and 2002, and the related
consolidated statements of income, stockholders' equity and comprehensive
income, and cash flows for each of the three years in the period ended December
31, 2003, and have issued our report thereon dated March 5, 2004; such financial
statements and report are included in your 2003 Annual Report to Stockholders
and are incorporated herein by reference. Our audits also included the
supplemental note to the consolidated financial statements (the "Supplemental
Note") listed in Item 15. This Supplemental Note is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the Supplemental Note, when considered in relation to
the basic consolidated statements taken as a whole, presents fairly in all
material respects the information set forth therein.

As described in Note 5 to the consolidated financial statements, the Company
changed its method of accounting for goodwill amortization to conform to
Statement of Financial Accounting Standards No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS.


DELOITTE & TOUCHE LLP

New York, New York
March 5, 2004








                MARSH & MCLENNAN COMPANIES, INC. AND SUBSIDIARIES
             SUPPLEMENTAL NOTE TO CONSOLIDATED FINANCIAL STATEMENTS


17. Information concerning MMC's valuation accounts follows:

         An analysis of the allowance for doubtful accounts for the three years
ended December 31, 2003 follows (in millions of dollars):







                                                                                  2003         2002         2001
                                                                                  ----         ----         ----

                                                                                                   
Balance at beginning of year...................................                   $124         $139         $135
Provision charged to operations................................                     18           21           30
Accounts written-off, net of recoveries........................                    (36)         (44)         (24)
Effect of exchange rate changes................................                     10            8           (2)
                                                                             ---------       ------       -------
Balance at end of year.........................................                   $116         $124         $139
                                                                             =========         ====         ====

EX-3.1

                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        MARSH & McLENNAN COMPANIES, INC.

         MARSH & McLENNAN COMPANIES, INC., a corporation organized and existing
under the laws of the State of Delaware, does hereby certify as follows:

         1.       The name of the corporation is MARSH & McLENNAN COMPANIES,
INC. The name of the corporation when originally incorporated was MARLENNAN
CORPORATION, and the date of filing of its original Certificate of Incorporation
with the Secretary of State was March 17, 1969.

         2.       This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of the corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

         3.       The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated without further amendments
or changes to read in its entirety as follows:

         FIRST:   The name of the Corporation is MARSH & McLENNAN COMPANIES,
INC.

         SECOND:  The registered office of the Corporation in the State of
Delaware is located at 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent is The Corporation Trust Company,
1209 Orange Street, Wilmington, Delaware 19801.

         THIRD:   The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         FOURTH:  The total number of shares of stock which the Corporation has
the authority to issue is 1,606,000,000 of which 6,000,000 are shares of
Preferred Stock with a par value of one dollar per share (hereinafter sometimes
referred to as "Preferred Stock"), and 1,600,000,000 are shares of Common Stock
with a par value of one dollar per share (hereinafter sometimes referred to as
"Common Stock").





                                     PART I

                                 PREFERRED STOCK

         The Board of Directors is expressly authorized to adopt, from time to
time, a resolution or resolutions providing for the issue of Preferred Stock in
one or more series, to fix the number of shares in each such series and to fix
the designations and the powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations and
restrictions thereof, of each such series.

         The authority of the Board of Directors with respect to each such
series shall include a determination of the following (which may vary as between
the different series of Preferred Stock):

         (a)      The number of shares constituting the series and the
distinctive designation of the series;

         (b)      The dividend rate on the shares of the series, the conditions
and dates upon which dividends thereon shall be payable, the extent, if any, to
which dividends thereon shall be cumulative, and the relative rights of
preference, if any, of payment of dividends thereon;

         (c)      Whether or not the shares of the series are redeemable and, if
redeemable, including the time during which they shall be redeemable and the
amount per share payable in case of redemption, which amount may, but need not
vary according to the time and circumstances of such action;

         (d)      The amount payable in respect of the shares of the series, in
the event of any liquidation, dissolution or winding up of the Corporation,
which amount may, but need not, vary according to the time or circumstances of
such action, and the relative rights of preference, if any, of payment of such
amount;

         (e)      Any requirement as to a sinking fund for the shares of the
series, or any requirement as to the redemption, purchase or other retirement by
the Corporation of the shares of the series;

         (f)      The right, if any, to exchange or convert shares of the series
into shares of any other series or class of stock of the Corporation and the
rate or basis, time, manner and condition of exchange or conversion;

         (g)      The voting rights, if any, to which the holders of shares of
the series shall be entitled in addition to the voting rights provided by law;

         (h)      Any other term, condition, or provision with respect to the
series not inconsistent with the provisions of this Article FOURTH or any
resolution adopted by the Board of Directors pursuant thereto.

                                       2




                                     PART II

                                  COMMON STOCK

         (a)      Dividends. Subject to any rights to receive dividends to which
the holders of the shares of the Preferred Stock may be entitled, the holders of
shares of Common Stock shall be entitled to receive dividends, if and when
declared payable from time to time by the Board of Directors from any funds
legally available therefor.

         (b)      Liquidation. In the event of any dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, after there
shall have been paid to the holders of shares of Preferred Stock the full
amounts to which they shall be entitled, the holders of the then outstanding
shares of Common Stock shall be entitled to receive, pro rata, all of the
remaining assets of the Corporation available for distribution to its
stockholders. The Board of Directors may distribute in kind to the holders of
the shares of Common Stock such remaining assets of the Corporation or may sell,
transfer or otherwise dispose of all or any part of such remaining assets to any
other corporation, trust or other entity and receive payment therefor in cash,
stock or obligations of such other corporation, trust or entity, or any
combination thereof, and may sell all or any part of the consideration so
received and distribute any balance thereof in kind to holders of the shares of
Common Stock. The merger or consolidation of the Corporation into or with any
other corporation, or the merger of any other corporation into it, or any
purchase or redemption of shares of stock of the Corporation of any class, shall
not be deemed to be a dissolution, liquidation or winding up of the Corporation
for the purpose of this paragraph (b).

         (c)      Voting. Each outstanding share of Common Stock of the
Corporation shall entitle the holder thereof to one vote on each matter
submitted to a vote at a meeting of the stockholders.

                                    PART III

                               GENERAL PROVISIONS

         (a)      No Preemptive Rights, Etc. No holder of shares of stock of the
Corporation of any class shall have any preemptive, preferential or other right
to purchase or subscribe for any shares of stock, whether now or hereafter
authorized, of the Corporation of any class, or any obligations convertible
into, or any options or warrants to purchase, any shares of stock, whether now
or hereafter authorized, of the Corporation of any class, other than such, if
any, as the Board of Directors may from time to time determine, and at such
price as the Board of Directors may from time to time fix; and any shares of
stock or any obligations, options or warrants which the Board of Directors may
determine to offer for subscription to holders of any shares of stock of the
Corporation may, as the Board of Directors shall determine, be offered to
holders of shares of stock of the Corporation of any class or classes or series,
and if offered to holders of shares of stock of more than one class or series,
in such proportions as between such classes and series as the Board of Directors
may determine.

         (b)      No Action by Consent. Any action required or permitted to be
taken by the holders of any class or classes of stockholders of the Corporation
must be effected at a duly

                                       3




called annual or special meeting of such holders and may not be effected by any
consent in writing by such holders.

                                     PART IV

                   CERTIFICATE OF DESIGNATION, PREFERENCES AND
                     RIGHTS OF SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK

         Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 2,000,000.

         Section 2. DIVIDENDS AND DISTRIBUTIONS.

         (A)      Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the fifteenth day of February, May, August and November in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the Corporation shall at any
time after September 17, 1987 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B)      The Corporation shall declare a dividend or distribution on
the Series A Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been declared

                                       4




on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$10.00 per share on the Series A Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

         (C)      Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

         Section 3.  VOTING RIGHTS. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

         (A)      Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series A Junior Participating Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         (B)      Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.

         (C)      (i)      If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period on all shares of
Series A Junior

                                       5




Participating Preferred Stock then outstanding shall have been declared and paid
or set apart for payment. During each default period, all holders of Preferred
Stock (including holders of the Series A Junior Participating Preferred Stock)
with dividends in arrears in an amount equal to six (6) quarterly dividends
thereon, voting as a class, irrespective of series, shall have the right to
elect two (2) Directors.

                  (ii)     During any default period, such voting right of the
holders of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that neither such voting right nor the right
of the holders of any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless the
holders of ten percent (10%) in number of shares of Preferred Stock outstanding
shall be present in person or by proxy. The absence of a quorum of the holders
of Common Stock shall not affect the exercise by the holders of Preferred Stock
of such voting right. At any meeting at which the holders of Preferred Stock
shall exercise such voting right initially during an existing default period,
they shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors or, if such right is exercised at an annual meeting, to elect two (2)
Directors. If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of Directors as shall be necessary to
permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or PARI PASSU with the Series A Junior
Participating Preferred Stock.

                  (iii)    Unless the holders of Preferred Stock shall, during
an existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding, irrespective of series, may request, the
calling of special meeting of the holders of Preferred Stock, which meeting
shall thereupon be called by the Chairman, the President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which holders
of Preferred Stock are entitled to vote pursuant to this paragraph (C) (iii)
shall be given to each holder of record of Preferred Stock by mailing a copy of
such notice to him at his last address as the same appears on the books of the
Corporation. Such meeting shall be called for a time not earlier than 20 days
and not later than 60 days after such order or request, or in default of the
calling of such meeting within 60 days after such order or request, such meeting
may be called on similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding. Notwithstanding the provisions of this paragraph
(C)(iii), no such special meeting shall be called during the period within 60
days immediately preceding the date fixed for the next annual meeting of the
stockholders.

                  (iv)     In any default period, the holders of Common Stock,
and other classes of stock of the Corporation if applicable, shall continue to
be entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two (2)

                                       6




Directors voting as a class, after the exercise of which right (x) the Directors
so elected by the holders of Preferred Stock shall continue in office until
their successors shall have been elected by such holders or until the expiration
of the default period, and (y) any vacancy in the Board of Directors may (except
as provided in paragraph (C)(ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders of the
class of stock which elected the Director whose office shall have become vacant.
References in this paragraph (C) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                  (v)      Immediately upon the expiration of a default period,
(x) the right of the holders of Preferred Stock as a class to elect Directors
shall cease, (y) the term of any Directors elected by the holders of Preferred
Stock as a class shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the certificate of incorporation or by-laws
irrespective of any increase made pursuant to the provisions of paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the certificate of incorporation
or by-laws). Any vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence may be filled by a majority of
the remaining Directors.

         (D)      Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

         Section 4.        CERTAIN RESTRICTIONS.

         (A)      Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

                  (i)      declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration,
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock;

                  (ii)     declare or pay dividends on, or make any other
distributions on, any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, except dividends paid ratably on the
Series A Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

                  (iii)    redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, provided that the Corporation may at any

                                       7




time redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock;

                  (iv)     purchase or otherwise acquire for consideration any
shares of Series A Junior Participating Preferred Stock, or any shares of stock
ranking on a parity with the Series A Junior Participating Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

         (B)      The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

         Section 5.        REACQUIRED SHARES. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

         Section 6.        LIQUIDATION, DISSOLUTION OR WINDING UP.

         (A)      Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series A Liquidation Preference"). Following
the payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

                                       8




         (B)      In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Junior Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. In the
event, however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

         (C)      In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         Section 7.        CONSOLIDATION, MERGER, ETC. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8.        NO REDEMPTION. The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

         Section 9.        RANKING. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred Stock
as to the payment of dividends and the distribution of assets, unless the terms
of any such series shall provide otherwise.

         Section 10.       AMENDMENT. In the event shares of Series A Junior
Participating Preferred Stock are outstanding, the Restated Certificate of
Incorporation of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or special rights
of the Series A Junior Participating Preferred Stock so as to affect them

                                       9




adversely without the affirmative vote of the holders of two-thirds or more of
the outstanding shares of Series A Junior Participating Preferred Stock, voting
separately as a class.

         Section 11.       FRACTIONAL SHARES. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holders fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Junior Participating Preferred Stock.

         FIFTH:   (a)      The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors consisting of not less
than nine nor more than twenty-seven directors, the exact number of directors to
be determined from time to time by resolution adopted by affirmative vote of at
least two-thirds of the entire Board of Directors. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. At the 1985
annual meeting of stockholders, Class I directors shall be elected for a
one-year term, Class II directors for a two-year term and Class III directors
for a three-year term. At each succeeding annual meeting of stockholders
beginning in 1986, successors to the class of directors whose term expires at
that annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy on the Board of Directors from any cause
whatsoever may be filled by a majority of the remaining directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his predecessor.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, pursuant to Part I of Article FOURTH of this Restated Certificate of
Incorporation, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
FIFTH unless expressly provided by such terms.

         (b)      In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the Corporation.

         (c)      Wherever the term "Board of Directors" is used in this
Restated Certificate of Incorporation, such term shall mean the Board of
Directors of the Corporation; provided, however, that to the extent any
committee of directors of the Corporation is lawfully entitled to exercise the
powers of the Board of Directors, such committee may exercise any right or
authority of the Board of Directors under this Restated Certificate of
Incorporation.

                                       10




         SIXTH:   (a)      RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of the fact that, on or
after the date of adoption of this new Article SIXTH, he or she is serving or
had served as a director or officer of the Corporation or, while serving as such
director or officer, is serving or had served at the request of the Corporation
as a director, officer, employee or agent of, or in any other capacity with
respect to, another corporation or a partnership, joint venture, trust or other
entity or enterprise, including service with respect to employee benefit plans
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director or officer of the Corporation,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by Delaware law, as the same exists or may hereafter be changed or
amended (but, in the case of any such change or amendment, only to the extent
that such change or amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) reasonably incurred or
suffered by an indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of the indemnitee's heirs, executors
and administrators; PROVIDED, HOWEVER, that except as provided in paragraph (b)
hereof with respect to proceedings seeking to enforce rights to indemnification,
the Corporation shall indemnify an indemnitee in connection with a proceeding
(or part thereof) initiated by the indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter,
an "advancement of expenses"); PROVIDED, HOWEVER, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter, an "undertaking"),
by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter, a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article or otherwise.

         (b)      RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under paragraph
(a) of this Article is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover PAYMENTS by the Corporation to recover an advancement of expenses
pursuant to terms of an undertaking, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit. In (i) any suit brought
by the indemnitee to enforce a right to indemnification hereunder (other than a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such

                                       11




expenses upon a final adjudication that, the indemnitee has not met the
applicable standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to the action. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
Corporation.

         (c)      INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.
The Corporation may, to the extent authorized from time to time by its Board of
Directors, grant rights to indemnification, and to be paid by the Corporation
the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

         (d)      NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and to
the advancement of expenses conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, this Restated Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.

         (e)      INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or of another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

         (f)      LIMITATION OF LIABILITY. 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 (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the stockholders of this paragraph
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as also amended.

                                       12




         (g) SURVIVAL OF PRIOR INDEMNIFICATION PROVISIONS: EFFECT OF SUBSEQUENT
CHANGE ON EXISTING RIGHTS. Nothing contained in this Article shall be construed
as altering or eliminating the rights to indemnification existing, or based upon
service by an indemnitee, prior to adoption of this new Article SIXTH. Any
repeal or modification of this Article by the stockholders of the Corporation
shall not adversely affect any right or protection of a director or officer of
the Corporation existing at the time of such repeal or modification.

         SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by the laws of Delaware, and all rights
and powers conferred herein upon stockholders and directors are granted subject
to this reservation.

         EIGHTH:  (a)      In addition to any affirmative vote required by law
or this Restated Certificate of Incorporation or the by-laws of the Corporation,
and except as otherwise expressly provided in Section (b) of this Article
EIGHTH, a Business Transaction (as hereinafter defined) with, or proposed by or
on behalf of, any Interested Stockholder (as hereinafter defined) or any
Affiliate or Associate (as hereinafter defined) of any Interested Stockholder or
any person who thereafter would be an Affiliate or Associate of such Interested
Stockholder shall require the affirmative vote of not less than a majority of
the votes entitled to be cast by the holders of all the then outstanding shares
of Voting Stock (as hereinafter defined), voting together as a single class,
excluding Voting Stock beneficially owned by such Interested Stockholder. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage or separate class vote may be specified,
by law or otherwise.

         (b)      The provisions of Section (a) of this Article EIGHTH shall not
be applicable to any particular Business Transaction, and such Business
Transaction shall require only such affirmative vote, if any, as is required by
law or by any other provision of this Restated Certificate of Incorporation or
the by-laws of the Corporation, or otherwise, if the Business Transaction shall
have been approved, either specifically or as a transaction which is within an
approved category of transactions, by a majority (whether such approval is made
prior to or subsequent to the acquisition of, or announcement or public
disclosure of the intention to acquire, beneficial ownership of the Voting Stock
that caused the Interested Stockholder to become an Interested Stockholder) of
the Disinterested Directors (as hereinafter defined).

         (c)      The following definitions shall apply with respect to this
Article EIGHTH:

         1.       The term "Business Transactions" shall mean:

                  (A)      any merger or consolidation of the Corporation or any
                           Subsidiary (as hereinafter defined) with (i) any
                           Interested Stockholder or (ii) any other company
                           (whether or not itself an Interested Stockholder)
                           which is or after such merger or consolidation would
                           be an Affiliate or Associate of an Interested
                           Stockholder; or

                  (B)      any sale, lease, exchange, mortgage, pledge, transfer
                           or other disposition or security arrangement,
                           investment, loan, advance, guarantee, agreement to
                           purchase, agreement to pay, extension of credit,
                           joint venture

                                       13




                           participation or other arrangement (in one
                           transaction or a series of transactions) with or for
                           the benefit of any Interested Stockholder or any
                           Affiliate or Associate of any Interested Stockholder
                           involving any assets, securities or commitments of
                           the Corporation, any Subsidiary or any Interested
                           Stockholder or any Affiliate or Associate of any
                           Interested Stockholder which (except for any
                           arrangement, whether as employee, consultant or
                           otherwise, other than as a director, pursuant to
                           which any Interested Stockholder or any Affiliate or
                           Associate thereof shall, directly or indirectly, have
                           any control over or responsibility for the management
                           of any aspect of the business or affairs of the
                           Corporation, with respect to which arrangements the
                           value tests set forth below shall not apply),
                           together with all other such arrangements (including
                           all contemplated future events), has an aggregate
                           Fair Market Value (as hereinafter defined) and/or
                           involves aggregate commitments of $l0,000,000 or more
                           or constitutes more than five percent of the book
                           value of the total assets (in the case of
                           transactions involving assets or commitments other
                           than capital stock) or five percent of the
                           stockholders' equity (in the case of transactions in
                           capital stock) of the entity in question (the
                           "Substantial Part"), as reflected in the most recent
                           fiscal year-end consolidated balance sheet of such
                           entity existing at the time the stockholders of the
                           Corporation would be required to approve or authorize
                           the Business Transaction involving the assets,
                           securities and/or commitments constituting any
                           Substantial Part; or

                  (C)      the adoption of any plan or proposal for the
                           liquidation or dissolution of the Corporation or for
                           any amendment to the Corporation's by-laws; or

                  (D)      any reclassification of securities (including any
                           reverse stock split), or recapitalization of the
                           Corporation, or any merger or consolidation of the
                           Corporation with any of its Subsidiaries or any other
                           transaction (whether or not with or otherwise
                           involving an Interested Stockholder) that has the
                           effect, directly or indirectly, of increasing the
                           proportionate share of any class or series of Capital
                           Stock, or any securities convertible into Capital
                           Stock or into equity securities of any Subsidiary,
                           that is beneficially owned by any Interested
                           Stockholder or any Affiliate or Associate of any
                           Interested Stockholder; or

                  (E)      any agreement, contract or other arrangement
                           providing for any one or more of the actions
                           specified in the foregoing clauses (A) to (D).

         2.       The term "Capital Stock" shall mean all capital stock of the
                  Corporation authorized to be issued from time to time under
                  Article FOURTH of this Restated Certificate of Incorporation,
                  and the term "Voting Stock" shall mean all Capital Stock which
                  by its terms may be voted on all matters submitted to
                  stockholders of the Corporation generally.

                                       14




         3.       The term "person" shall mean any individual, firm, company or
                  other entity and shall include any group comprised of any
                  person and any other person with whom such person or any
                  Affiliate or Associate of such person has any agreement,
                  arrangement or understanding, directly or indirectly, for the
                  purpose of acquiring, holding, voting or disposing of Capital
                  Stock.

         4.       The term "Interested Stockholder" shall mean any person (other
                  than the Corporation or any Subsidiary and other than any
                  profit-sharing, employee stock ownership or other employee
                  benefit plan of the Corporation or any Subsidiary or any
                  trustee of or fiduciary with respect to any such plan when
                  acting in such capacity) who (a) is or has announced or
                  publicly disclosed a plan or intention to become the
                  beneficial owner of Voting Stock representing ten percent
                  (10%) or more of the votes entitled to be cast by the holders
                  of all then outstanding shares of Voting Stock; or (b) is an
                  Affiliate or Associate of the Corporation and at any time
                  within the two-year period immediately prior to the date in
                  question was the beneficial owner of Voting Stock representing
                  ten percent (10%) or more of the votes entitled to be cast by
                  the holders of all then outstanding shares of Voting Stock.

         5.       A person shall be a "beneficial owner" of any Capital Stock or
                  shall "beneficially own" any Capital Stock (a) which such
                  person or any of its Affiliates or Associates beneficially
                  owns, directly or indirectly; (b) which such person or any of
                  its Affiliates or Associates has or shares, directly or
                  indirectly, (i) the right to acquire (whether such right is
                  exercisable immediately or subject to the passage of time),
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or (ii) the right to vote
                  pursuant to any agreement, arrangement or understanding; or
                  (c) which is beneficially owned, directly or indirectly, by
                  any other person with which such person or any of its
                  Affiliates or Associates has or shares any agreement,
                  arrangement or understanding for the purpose of acquiring,
                  holding, voting or disposing of any shares of Capital Stock.
                  For the purposes of determining whether a person is an
                  Interested Stockholder pursuant to paragraph 4 of this Section
                  (c), the number of shares of Capital Stock deemed to be
                  outstanding shall include shares deemed beneficially owned by
                  such person through application of this paragraph 5 of Section
                  (c), but shall not include any other shares of Capital Stock
                  that may be issuable pursuant to any agreement, arrangement or
                  understanding, or upon exercise of conversion rights, warrants
                  or options, or otherwise.

         6.       An "Affiliate" of, or a person "Affiliated" with a specified
                  person, is a person that directly, or indirectly through one
                  or more intermediaries, controls, or is controlled by, or is
                  under common control with, the person specified. The term
                  "Associate" used to indicate a relationship with any person,
                  means (1) any corporation or organization (other than the
                  Corporation or a majority-owned subsidiary of the Corporation)
                  of which such person is an officer or partner or is, directly
                  or indirectly, the beneficial owner of 10 percent or more of
                  any class of

                                       15




                  equity securities, (2) any trust or other estate in which such
                  person has a substantial beneficial interest or as to which
                  such person serves as trustee or in a similar fiduciary
                  capacity, or (3) any relative or spouse of such person, or any
                  relative of such spouse, who has the same home as such person
                  or who is a director or officer of the Corporation or any of
                  its parents or subsidiaries.

         7.       The term "Subsidiary" means any company of which a majority of
                  any class of equity security is beneficially owned by the
                  Corporation; PROVIDED, HOWEVER, that for the purposes of the
                  definition of Interested Stockholder set forth in paragraph 4
                  of this Section (c), the term "Subsidiary" shall mean only a
                  company of which a majority of each class of equity security
                  is beneficially owned by the Corporation.

         8.       The term "Disinterested Director" means any member of the
                  Board of Directors of the Corporation (the "Board of
                  Directors"), while such person is a member of the Board of
                  Directors, who is not an Affiliate or Associate or
                  representative or agent or employee of the Interested
                  Stockholder and was a member of the Board of Directors prior
                  to the time that the Interested Stockholder became an
                  Interested Stockholder, and any successor of a Disinterested
                  Director while such successor is a member of the Board of
                  Directors, who is not an Affiliate or Associate or
                  representative or agent or employee of the Interested
                  Stockholder and is recommended or elected to succeed the
                  Disinterested Director by a majority of Disinterested
                  Directors.

         9.       The term "Fair Market Value" means (a) in the case of cash,
                  the amount of such cash; (b) in the case of stock, the highest
                  closing sale price during the 30-day period immediately
                  preceding the date in question of a share of such stock quoted
                  on the Composite Tape for New York Stock Exchange-Listed
                  Stocks, or, if such stock is not quoted on the Composite Tape,
                  on the New York Stock Exchange, or, if such stock is not
                  listed on such Exchange, on the principal United States
                  securities exchange registered under the Securities Exchange
                  Act of 1934 and the rules and regulations promulgated
                  thereunder on which such stock is listed, or, if such stock is
                  not listed on any such exchange, the highest closing bid
                  quotation with respect to a share of such stock during the
                  30-day period preceding the date in question on the National
                  Association of Securities Dealers, Inc. Automated Quotation
                  System or any similar system then in use, or if no such
                  quotations are available, the fair market value on the date in
                  question of a share of such stock as determined by a majority
                  of the Disinterested Directors in good faith; and (c) in the
                  case of property other than cash or stock, the fair market
                  value of such property on the date in question as determined
                  in good faith by a majority of the Disinterested Directors.

         (d)      A majority of the Disinterested Directors shall have the power
and duty to determine for the purposes of this Article EIGHTH on the basis of
information known to them after reasonable inquiry, all questions arising under
this Article EIGHTH, including, without limitation, (1) whether a person is an
Interested Stockholder, (2) the number of shares of Capital Stock or other
securities beneficially owned by any person, (3) whether a person is an
Affiliate

                                       16




or Associate of another, (4) whether a Proposed Action is with, or proposed by,
or on behalf of an Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder, (5) whether the assets that are the subject of any
Business Transaction have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Transaction has, an aggregate Fair Market Value of $10,000,000 or more, and (6)
whether the assets or securities that are the subject of any Business
Transaction constitute a Substantial Part. Any such determination made in good
faith shall be binding and conclusive on all parties.

         (e)      Nothing contained in this Article EIGHTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

         (f)      For the purposes of this Article EIGHTH, a Business
Transaction or any proposal to amend, repeal or adopt any provision of this
Restated Certificate of Incorporation inconsistent with this Article EIGHTH
(collectively, "Proposed Action") is presumed to have been proposed by, or on
behalf of, an Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder or a person who thereafter would become such if (1) after
the Interested Stockholder became such, the Proposed Action is proposed
following the election of any director of the Corporation who with respect to
such Interested Stockholder, would not qualify to serve as a Disinterested
Director or (2) such Interested Stockholder, Affiliate, Associate or person
votes for or consents to the adoption of any such Proposed Action, unless as to
such Interested Stockholder, Affiliate, Associate or person a majority of the
Disinterested Directors makes a good faith determination that such Proposed
Action is not proposed by or on behalf of such Interested Stockholder,
Affiliate, Associate or person, based on information known to them after
reasonable inquiry.

         (g)      Notwithstanding any other provisions of this Restated
Certificate of Incorporation or the by-laws of the Corporation (and
notwithstanding the fact that a lesser percentage or separate class vote may be
specified by law, this Restated Certificate of Incorporation or the by-laws of
the Corporation), any proposal to amend or repeal Article EIGHTH of this
Restated Certificate of Incorporation or to amend, repeal or adopt any provision
of this Restated Certificate of Incorporation inconsistent with this Article
EIGHTH which is proposed by or on behalf of an Interested Stockholder or an
Affiliate or Associate of an Interested Stockholder shall require the
affirmative vote of the holders of not less than a majority of the votes
entitled to be cast by the holders of all the then outstanding shares of Voting
Stock, voting together as a single class, excluding Voting Stock beneficially
owned by such Interested Stockholder; PROVIDED, HOWEVER, that this Section (g)
shall not apply to, and such majority vote shall not be required for, any
amendment, repeal or adoption recommended by a majority of the Disinterested
Directors.

                                       17





         4.       This Restated Certificate of Incorporation was duly adopted by
the Board of Directors in accordance with Section 245 of the General Corporation
Law of the State of Delaware.

         IN WITNESS WHEREOF, said MARSH & McLENNAN COMPANIES, INC. has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Jeffrey W. Greenberg, its Chairman of the Board and attested by Gregory F. Van
Gundy, its Secretary, this 23rd day of July 2003.


                                                MARSH & McLENNAN COMPANIES, INC.

                                                By: /s/ Jeffrey W. Greenberg
                                                   -----------------------------
                                                    Jeffrey W. Greenberg
                                                    Chairman of the Board

(CORPORATE SEAL)

ATTEST:

By:   /s/ Gregory F. Van Gundy
     -------------------------------
      Gregory F. Van Gundy
      Secretary

                                       18

EX-10.9

                                                                    EXHIBIT 10.9

                            PUTNAM INVESTMENTS TRUST

                             EQUITY PARTNERSHIP PLAN

                    (Amended and Restated February 15, 2003)



                                TABLE OF CONTENTS

Section 1.   Purpose .......................................................   1
Section 2.   Definitions ...................................................   1
             Definitions ...................................................   1
             Gender and Number .............................................   6
Section 3.   Eligibility and Participation .................................   6
Section 4.   Administration ................................................   7
             Power to Grant ................................................   7
             Administration ................................................   7
Section 5.   Awards Under the Plan .........................................   7
             Types of Awards ...............................................   7
             Number of Class B Shares Subject to Awards ....................   7
             Cancelled, Terminated or Forfeited Awards .....................   7
             Adjustment in Capitalization ..................................   8
             Legend ........................................................   8
Section 6.   Terms of Awards ...............................................   8
             Restricted Stock ..............................................   8
             Options .......................................................   9
Section 7.   Termination of Employment; Unforeseen Personal Hardship .......  10
             Special Termination ...........................................  10
             Termination for Cause .........................................  10
             Involuntary Termination Other Than for Cause ..................  11
             Other Termination of Employment ...............................  11
             Treatment of Class B Shares Held upon Termination
               of Employment or Acquired Thereafter ........................  12
             Unforeseen Personal Hardship ..................................  13
Section 8.   Transfer of Awards ............................................  13
             Nontransferability of Awards ..................................  13
             Sales of Class B Shares and Restricted Stock to Putnam;
             Cancellation of Options .......................................  14
             Certain Other Permitted Transfers of Class B Shares ...........  16
Section 9.   Change in Control; Sale by MMC; Public Offering;
             Special Transaction ...........................................  17
             Change in Control .............................................  17
             Public Offering ...............................................  18
             Tag-Along Rights ..............................................  19
             Special Transaction ...........................................  20
Section 10.  Amendment, Modification, and Termination of the Plan ..........  22
             Amendment, Modification and Termination .......................  22
             Term of Plan; Plan Review .....................................  22
Section 11.  Miscellaneous Provisions ......................................  22
             Dividends .....................................................  22
             Beneficiary Designation .......................................  23
             No Guarantee of Employment or Participation ...................  23
             Tax Withholding ...............................................  23


                                       ii



         Indemnification....................................................  23
         No Limitation on Compensation......................................  23
         Securities Laws Compliance.........................................  23
         Voting Rights......................................................  23
         Certain Accounting Considerations..................................  24
         Governing Law......................................................  24
         Limitation of Liability............................................  24
EXHIBIT A................................................................... A-1
EXHIBIT B................................................................... B-1
EXHIBIT C................................................................... C-1
EXHIBIT D................................................................... D-1
EXHIBIT E................................................................... E-1
EXHIBIT F................................................................... F-1

                                      iii


                PUTNAM INVESTMENTS TRUST EQUITY PARTNERSHIP PLAN


Section 1. Purpose

                  The purpose of this Putnam Investments Trust Equity
Partnership Plan is to foster and promote the long-term financial success of
Putnam and MMC and to increase materially stockholder value by (a) enabling
Putnam to attract and retain the services of an outstanding management team upon
whose judgment, interest and special effort the successful conduct of its
operations is dependent, (b) motivating superior performance by participants in
the Plan and (c) providing participants in the Plan with an ownership interest
in Putnam.

Section 2. Definitions

         (a) Definitions. Whenever used herein, the following terms shall have
the respective meanings set forth below:

                  A. "Accredited Investor" means an "accredited investor" under
         the individual net worth test set forth in paragraph (a)(5) of Rule 501
         ("Rule 501") of Regulation D under the Securities Act of 1933 (the
         "Securities Act"), the individual net income test set forth in
         paragraph (a)(6) of Rule 501 or any provision that the Committee may
         determine is a successor or comparable provision to said paragraphs
         (a)(5) or (a)(6).

                  B. "Award Agreement" means an agreement between Putnam and the
         Participant embodying the terms of any Restricted Stock or Option
         granted or purchased hereunder, which agreement shall, unless the
         Committee otherwise determines, be substantially in the form attached
         hereto as Exhibit A.

                  C. "Board" means the Board of Trustees of Putnam.

                  D. "Cause" means misappropriation of assets of Putnam or any
         Subsidiary, willful misconduct in the performance of the duties of the
         Participant's position, refusal to perform the duties of the
         Participant's position, violation of the Participant's Non-Solicitation
         Agreement or Confidentiality Agreement or other restrictive covenant
         with Putnam or any Subsidiary, violation of the Putnam Code of Ethics,
         violation of rules and regulations issued by any regulatory authority,
         breach of fiduciary duty or breach of trust, willful violation of an
         important Putnam policy, conviction of a felony, imprisonment for any
         crime, or any other action likely to bring substantial discredit to
         Putnam.

                  E. "Change in Control of MMC" means the first to occur of the
         following events after the Effective Date:

                           i) any "person," as such term is used in Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act") (other than MMC, any trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of MMC or any corporation owned, directly or indirectly,
                  by the stockholders of MMC in substantially the same
                  proportions as their ownership of stock of MMC), is or becomes
                  the "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of MMC
                  representing 50% or more of the combined voting power of MMC's
                  then outstanding voting securities; or



                           ii) during any period of two (2) consecutive years,
                  individuals who at the beginning of such period constitute the
                  MMC Board, and any new director (other than a director
                  designated by a person who has entered into an agreement with
                  MMC to effect a transaction described in clause (i), (iii) or
                  (iv) of this Section 2(a)(E)) whose election by the MMC Board
                  or nomination for election by MMC's stockholders was approved
                  by a vote of at least two-thirds (2/3) of the directors then
                  still in office who either were directors at the beginning of
                  the period or whose election or nomination for election was
                  previously so approved, cease for any reason to constitute at
                  least a majority thereof; or

                           iii) the stockholders of MMC approve a merger or
                  consolidation of MMC with any other corporation, other than
                  (A) a merger or consolidation that would result in the voting
                  securities of MMC outstanding immediately prior thereto
                  continuing to represent (either by remaining outstanding or by
                  being converted into voting securities of the surviving or
                  parent entity) more than 50% of the combined voting power of
                  the voting securities of MMC or such surviving or parent
                  entity outstanding immediately after such a merger or
                  consolidation or (B) a merger or consolidation effected to
                  implement a recapitalization of MMC (or similar transaction)
                  in which no "person" (as hereinabove defined) acquired 50% or
                  more of the combined voting power of MMC's then outstanding
                  securities; or

                           iv) the stockholders of MMC approve a plan of
                  complete liquidation of MMC or an agreement for the sale or
                  disposition by MMC of all or substantially all of MMC's assets
                  (or any transaction having a similar effect).

                  F. "Change in Control of Putnam" means the first to occur of
         the following events after the Effective Date:

                           i) MMC approves a plan of complete liquidation of
                  Putnam or a sale or other disposition of all or substantially
                  all of its assets to an entity of which MMC holds less than
                  50% of the voting power of securities; or

                           ii) MMC, together with its subsidiaries, trustees or
                  other fiduciaries holding securities of Putnam under an
                  employee benefit plan maintained by MMC or by a subsidiary of
                  MMC, ceases for any reason (including by reason of a sale or
                  other disposition, including a spinoff or public offering) to
                  be a beneficial owner of securities of Putnam representing
                  more than 50% of the voting power of the securities of Putnam.

                  G. "Class A Share" means a Class A Common Share, par value
         $.01 per share, of Putnam.

                  H. "Class B Share" means a nonvoting Class B Common Share, par
         value $.01 per share, of Putnam.

                  I. "Committee" means a committee appointed by the Board that
         shall consist of two (2) or more members of the Board, including the
         Chief Executive Officer of Putnam and one (1) or more other members of
         the Board who shall be appointed and serve at the pleasure of the
         Board.

                  J. "Common Shares" means Class A Shares and Class B Shares,
         collectively.

                  K. "Dividends" means dividends payable with respect to
         Restricted Stock and Class B Shares in accordance with Section 11(a).

                  L. "Effective Date" means September 30, 1997.

                                       2



                  M. "Employee" means any executive or senior officer or other
         key employee of Putnam or any Subsidiary who is an Accredited Investor
         or, subject to the determination by the Committee with the approval of
         the MMC Committee (such determination to occur only in individual
         isolated situations), who is not an Accredited Investor, but whose
         designation as an Employee would not cause the issuance of Class B
         Shares, Restricted Stock or Options under this Plan not to qualify for
         the exemption from registration provided by Regulation D promulgated
         under the Securities Act.

                           N. "Fair Market Value" means, as of any date, the
         fair market value, as of the last business day of the fiscal quarter
         next preceding such date, of a Class B Share as determined in good
         faith by the Committee in accordance with the valuation methodology set
         forth in Exhibit B hereto (which may be modified at any time by the
         Committee with the approval of the MMC Committee), subject, however, to
         the following provisions of this Section 2(a)(N).

                  i) A valuation of the Class B Shares shall be performed
                  reasonably promptly following, and effective as of the last
                  day of each of the four fiscal quarters each year (or the
                  business day immediately preceding either such date if it is
                  not a business day), by a nationally recognized independent
                  valuation firm. For purposes of such valuation, the
                  independent valuation firm will use the fully distributed
                  trading value of Putnam ("FDTV") as set forth in Section 3(i)
                  of Exhibit B for calculation of the June 30 Price and the
                  December 31 Price (the "Independent Value"), and the FDTV as
                  set forth in Section 3(ii) of Exhibit B for calculation of the
                  March 31 Price and the September 30 Price (the "Calculated
                  Value").

                  ii) If, however, both the Committee and the MMC Committee
                  agree that the Independent Value (or a value determined by an
                  independent valuation firm in accordance with Section
                  2(a)(N)(iii) below) does not fairly represent the Fair Market
                  Value at a particular Valuation Date on which these values are
                  determined, the two committees may jointly choose a second
                  nationally recognized independent valuation firm that will
                  perform its own independent valuation of the Class B Shares
                  (the "Second Independent Value"). If the midpoint of the range
                  of values set forth in the Second Independent Value is within
                  10% of the midpoint of the range of values set forth in the
                  Independent Value, then the Fair Market Value of a Class B
                  Share as of the applicable Valuation Date shall, for purposes
                  of the Plan, equal the average of the two (2) midpoints
                  described herein. If the midpoint of the range of values set
                  forth in the Second Independent Value is not within 10% of the
                  midpoint of the range of values set forth in the Independent
                  Value, then the MMC Committee shall recommend three (3) other
                  nationally recognized independent valuation firms (and the
                  Committee shall choose one such firm) that shall have the
                  authority to determine which of the midpoints of the two (2)
                  ranges of independent values described herein shall be the
                  Fair Market Value of a Class B Share as of the applicable
                  Valuation Date for purposes of the Plan.

                  iii) If the Committee believes that the Calculated Value as of
                  a particular Valuation Date fails to incorporate a material
                  change in Putnam's business circumstances, or otherwise does
                  not fairly represent Putnam's current and projected business
                  results, the Committee may, with the approval of the MMC
                  Committee, engage a nationally recognized independent
                  valuation firm to determine the Fair Market Value as of the
                  applicable Valuation Date, using methodology consistent with
                  that set forth in Section 3(i) of Exhibit B.

                  iv) Notwithstanding the above, if, as of any Valuation Date,
                  no Fair Market Value has been established (as described
                  herein), then, unless otherwise determined by the

                                       3



                  Committee with the approval of the MMC Committee, there shall
                  be no purchases or sales of Class B Shares or grants of
                  Restricted Stock or Options pursuant to the Plan until such
                  time that a valuation of Class B Shares shall have been
                  finalized.

                  v) If Putnam at any time subdivides (by any stock split, stock
                  dividend or otherwise) the Class B Shares into a greater
                  number of shares, or combines (by reverse stock split or
                  otherwise) the Class B Shares into a smaller number of shares,
                  the Fair Market Value shall be appropriately adjusted to
                  reflect such subdivision or combination. In the event of any
                  other extraordinary circumstances as a result of which the
                  Fair Market Value needs to be adjusted, such adjustments may
                  be made by the Committee with the approval of the MMC
                  Committee.

                  vi) For the purpose of determining Fair Market Value in
                  connection with a Change in Control of Putnam, Change in
                  Control of MMC or minority sale of Putnam under Section 9(c)
                  (each, an "Event"), the Fair Market Value shall be determined
                  without regard to the occurrence of such an Event.

                  vii) Notwithstanding the foregoing, the "Fair Market Value" of
                  a Class B Share on any date on or after the occurrence of a
                  Special Transaction shall equal the closing price per share of
                  the publicly traded class of common stock of Putnam (or, in
                  the case of a Special Transaction, other entity resulting from
                  such Special Transaction) on such date, adjusted for the
                  Discount (as defined in Exhibit B hereto).

                  O. "Grant Date" means, with respect to any Option, the date on
         which such Option is granted pursuant to the Plan and, with respect to
         any Restricted Stock, the date on which such Restricted Stock is
         granted or sold, as applicable, pursuant to the Plan.

                  P. "MMC" means Marsh & McLennan Companies, Inc., a Delaware
         corporation and any successor thereto.

                  Q. "MMC Board" means the Board of Directors of MMC.

                  R. "MMC Committee" means the Compensation Committee of the MMC
         Board.

                  S. "Non-Solicitation Agreement" shall mean the
         Non-Solicitation Agreement or any similar agreement or provision in
         effect from time to time between the Participant and Putnam.

                  T. "Option" means the right granted pursuant to the Plan to
         purchase one Class B Share at a price determined in accordance with
         Section 6(b)(ii).

                  U. "Participant" means any Employee designated by the
         Committee, with the approval of the MMC Committee, to participate in
         the Plan.

                  V. "Plan" means the Putnam Investments Trust Equity
         Partnership Plan, as amended from time to time.

                  W. "post-Special Termination Exercise Period" means (x) twelve
         (12) months (or, if shorter, the remaining term of the Option), in case
         of death or Total Disability, or (y) eighteen (18) months (or, if
         shorter, the remaining term of the Option), in case of Retirement. The
         post-Special Termination Exercise Period with respect to a Participant
         shall terminate immediately upon such Participant's breach of the
         Non-Solicitation Agreement or Participant's breach of any
         noncompetition agreement between Participant and Putnam.

                                       4



                  X. "post-Termination Holding Period" means (x) the
         twelve-month period immediately following termination of Participant's
         employment due to death or Total Disability, (y) the twenty-four month
         period immediately following termination of Participant's employment
         due to Retirement or (z) the thirty-day period following termination of
         Participant's employment (in all other circumstances other than a
         termination for Cause). The post-Termination Holding Period with
         respect to a Participant shall terminate immediately upon such
         Participant's breach of the Non-Solicitation Agreement or Participant's
         breach of any noncompetition agreement between Participant and Putnam.

                  Y. "Public Offering" means the occurrence of any event
         (including an initial public offering or a partial spinoff, but
         excluding (1) any event that constitutes a Change in Control of MMC or
         a Change in Control of Putnam and (2) a Special Transaction) as a
         result of which shares of Putnam common stock become listed on a
         national or regional securities exchange or traded over the counter on
         the Nasdaq Stock Market.

                  Z. "Putnam" means Putnam Investments Trust, a Massachusetts
         business trust, and any successor thereto.

                  AA. "Restricted Stock" means a Class B Share subject to
         restrictions set forth in the Plan and the applicable Award Agreement.

                  BB. "Retirement" means a termination of Participant's
         employment under circumstances that the Committee determines as
         qualifying as retirement for purposes of the Plan and not inconsistent
         with the treatment of the Participant under other Putnam plans;
         provided, however, that as a condition of electing Retirement for
         purposes of the Plan, a Participant must execute a noncompetition
         agreement in form and on terms satisfactory to Putnam.

                  CC. "Special Option Window" means the first five (5) business
         days of each Window Period, and such other periods as the Committee may
         designate with the approval of the MMC Committee.

                  DD. "Special Termination" means termination of a Participant's
         employment by reason of Participant's death, Total Disability or
         Retirement.

                  EE. "Special Transaction" shall mean a business combination
         involving Putnam with another party (other than a Transaction (as
         defined in Section 9(c)) (i) that is consummated within three (3) years
         after the Effective Date, (ii) after giving effect to which MMC is the
         beneficial owner, directly or indirectly, of securities of Putnam (or
         other entity resulting from such business combination) representing
         more than 50% of the voting power of the securities of Putnam (or such
         resulting entity) and (iii) in connection with which the shares of
         Putnam (or such resulting entity) become listed on a national or
         regional securities exchange or traded over the counter on the Nasdaq
         Stock Market. Notwithstanding the above, no transaction will be deemed
         a Special Transaction unless the value of the other party to such
         business combination with Putnam exceeds 10% or more of the value of
         Putnam immediately prior to such business combination. If such party to
         the business combination does not exceed 10% of the value of Putnam
         immediately prior to such business combination, such transaction shall
         be treated as a Public Offering.

                  FF. "Subsidiary" means any corporation, limited liability
         company or limited partnership a majority of whose outstanding voting
         securities is owned, directly or indirectly, by Putnam.

                  GG. "Total Disability" means a total disability within the
         meaning of any long-term

                                       5




         disability plan maintained for the benefit of the Employee in question
         or, if the Employee is not covered by such a disability plan, then as
         determined by the Committee. A person will be considered to have
         terminated due to "Total Disability" on the first day of his continuous
         absence from work on account of the disability supporting his
         certification as having a Total Disability.

                  HH. "Unforeseen Personal Hardship" means financial hardship
         arising from (i) extraordinary medical expense or other expenses
         directly related to illness or disability of the Participant, a member
         of the Participant's immediate family or one of the Participant's
         parents, (ii) payments necessary or required to prevent the eviction of
         Participant from Participant's principal residence or foreclosure on
         the mortgage on that residence or (iii) such other comparable
         circumstances as determined by the Committee in its discretion. The
         Committee's reasoned and good faith determination of Unforeseen
         Personal Hardship shall be binding on Putnam and the Participant.

                  II. "Window Period" means each of (i) the period of not less
         than ten (10) and not more than twenty (20) consecutive business days
         designated by the Committee in September of each calendar year
         commencing in 1998, (ii) the period of not less than ten (10) and not
         more than twenty (20) consecutive business days designated by the
         Committee in March of each calendar year commencing in 1998 and (iii)
         such other periods as the Committee may designate with the approval of
         the MMC Committee.

         (b) Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

Section 3. Eligibility and Participation

                  Participants in the Plan shall be those Employees selected by
the Committee with the approval of the MMC Committee. The selection of an
Employee as a Participant at any time shall neither entitle such Employee to nor
disqualify such Employee from participation in the Plan in the future or from
participation in any other award or incentive plan.

Section 4. Administration

         (a) Power to Grant. The Committee shall, with the approval of the MMC
Committee, determine the Participants to whom Options and Restricted Stock shall
be granted or sold and the terms and conditions of any and all Options and
Restricted Stock granted or sold to Participants. The Board shall determine
whether to repurchase Class B Shares pursuant to the Plan and the terms and
conditions of any such repurchase.

         (b) Administration. Except as set forth in the Plan, the Committee
shall be responsible for the administration of the Plan. Any authority exercised
by the Committee under the Plan shall be exercised by the Committee in its sole
discretion. Subject to the terms of the Plan and except as set forth in the
Plan, the Committee, by majority action thereof, is authorized to prescribe,
amend and rescind rules and regulations relating to the administration of the
Plan, to provide for conditions and assurances deemed necessary or advisable to
protect the interests of Putnam and MMC, and to make all other determinations
necessary or advisable for the administration and interpretation of the Plan in
order to carry out its provisions and purposes. Except as set forth in the Plan,
determinations, interpretations or other actions made or taken pursuant to the
provisions of the Plan by the Committee and, where applicable, the Board shall
be final, binding and conclusive for all purposes and upon all persons.
Notwithstanding the foregoing or any other provision of the Plan, the Committee
shall advise the MMC Committee of any determinations, interpretations or any
other actions it intends to make or to take pursuant to the provisions of the
Plan with

                                       6



respect to Section 8(b)(ii) or Section 9 prior to making any such determination
or interpretation or taking other action. In the event the MMC Committee
disagrees with such intended determination, interpretation or action, the
Committee and the MMC Committee shall negotiate in good faith to arrive at a
resolution to such disagreement; failing which the Committee and the MMC
Committee shall submit the matter to arbitration under the rules of the American
Arbitration Association. Nothing in the Plan shall limit the right of members of
the Committee who are Employees to receive awards hereunder.

Section 5. Awards Under the Plan

         (a) Types of Awards. Options and Restricted Stock may be granted to
Participants under the Plan and Restricted Stock may be sold to Participants
under the Plan. Grants of Options may be made in tandem with grants or sales of
Restricted Stock or independently.

         (b) Number of Class B Shares Subject to Awards. Subject to the
provisions of Sections 5(c) and 5(d), the number of Class B Shares (including
those subject to Options and Restricted Stock) that may be granted or sold under
the Plan shall be equal to, as of the date of any such grant or award, the
product of (a) the sum of the number of (i) 88,000,000, being the number of
Class A Shares outstanding on July 6, 1999 plus (ii) 2,223,111 Class A Shares
issued pursuant to Section 1(a) of that certain Agreement dated as of July 7,
1999 by and between Putnam and Marsh & McLennan Companies, Inc. (the
"Agreement") plus (iii) Class A Shares issued from time to time pursuant to
Section 1(b) of the Agreement, and (b) the quotient of 12 divided by 88. Class B
Shares to be delivered upon the exercise of Options granted under the Plan and
the sale or grant of Restricted Stock under the Plan may consist, in whole or in
part, of treasury Class B Shares or authorized but unissued Class B Shares.

         (c) Cancelled, Terminated or Forfeited Awards. Any Option or Restricted
Stock that for any reason is cancelled, terminated or otherwise forfeited, in
whole or in part, without having been exercised (including any Class B Shares
purchased by Putnam pursuant to Sections 7 or 8), shall again be available for
grant under the Plan.

         (d) Adjustment in Capitalization. The number of Class B Shares
available for issuance upon exercise of Options and upon grant or sale of
Restricted Stock under the Plan, the number of Class B Shares subject to
outstanding Options, the number of outstanding shares of Restricted Stock and
the exercise price of outstanding Options may be adjusted by the Committee,
subject to the approval of the MMC Committee, if the Committee shall deem such
an adjustment to be necessary or equitable to reflect any dividend, stock split
or share combination or any recapitalization, merger, consolidation, exchange of
shares, liquidation or dissolution of Putnam or similar corporate event.

         (e) Legend. While it is not generally contemplated that certificates be
issued, any share certificate representing Class B Shares that may be issued
shall bear a legend substantially in the following form:

         "Ownership of the shares represented by this certificate is generally
         restricted to employees of Putnam Investments Trust or its subsidiaries
         and subject to other restrictions set forth in the Putnam Investments
         Trust Equity Partnership Plan and in the Declaration of Trust of Putnam
         Investments Trust Class B Shares represented by this certificate may
         not be sold, pledged, mortgaged, encumbered, disposed of or otherwise
         transferred to any person except Putnam Investments Trust or otherwise
         in accordance with the provisions of the Putnam Investments Trust
         Equity Partnership Plan and the Declaration of Trust of Putnam
         Investments Trust; any other attempt to sell, pledge, mortgage,
         encumber, dispose of or otherwise transfer these shares will be null,
         void and of no effect ab initio, will not be recognized by Putnam
         Investments Trust and will not entitle the purported transferee to any
         rights of a shareholder or impose any obligations on Putnam Investments
         Trust. either with respect to these shares or the purported transferee.
         If, however, a court determines that a transfer is nonetheless valid,
         the shares so transferred will be

                                       7



         repurchased from the transferee forthwith at Fair Market Value, as
         defined in the Putnam Investments Trust Equity Partnership Plan. The
         Class B Shares represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, or any state securities
         law. Except as required by law or by Section 11(h) of the Putnam
         Investments Trust Equity Partnership Plan, the holders of Class B
         Shares shall not be entitled to vote on any matter submitted to the
         vote of the stockholders of Putnam Investments Trust. Putnam
         Investments Trust will provide upon request of the Secretary of Putnam
         Investments Trust a copy of the Putnam Investments Trust Equity
         Partnership Plan and the Declaration of Trust of Putnam Investments
         Trust."

Any "book entry" in the records of Putnam evidencing such Class B Shares shall
bear a notation of similar effect to the legend set forth above.

Section 6. Terms of Awards

         (a) Restricted Stock.

                  i) Restricted Stock may be granted or sold to Participants at
such time or times, in such amounts and for such prices as may be determined by
the Committee, subject to the approval of the MMC Committee. Each grant or sale
of Restricted Stock shall be evidenced by an Award Agreement that shall specify
the number of shares of Restricted Stock, the purchase price, if any, for each
share of Restricted Stock and such other terms consistent with the Plan as the
Committee, subject to the approval of the MMC Committee, shall determine,
including customary representations, warranties and covenants with respect to
securities law matters and provisions calling for execution by Participant of a
General Release of all claims against Putnam (and any of its officers, directors
or employees) in form satisfactory to Putnam, and/or forfeiture of all or any
portion of Restricted Stock or Class B Shares (or all or any portion of the
proceeds from any sales thereof) upon violation of the Participant's
Non-Solicitation Agreement or noncompetition agreement between Participant and
Putnam. As soon as practicable following the grant of Restricted Stock, or, with
respect to purchased Restricted Stock, as soon as practicable following receipt
of payment in full of the purchase price of such Restricted Stock, a "book
entry" shall be made in the records of Putnam to evidence such award or sale of
Restricted Stock. No certificate or certificates representing the Restricted
Stock acquired shall be issued to the Participants.

                  ii) Unless determined otherwise by the Committee with the
approval of the MMC Committee, Restricted Stock shall only be sold for a
purchase price per share of Restricted Stock equal to the Fair Market Value as
of the Grant Date. Subject to all of the terms and conditions of the Award
Agreement, the Committee shall establish procedures governing the payment of
purchase price for Restricted Stock that is sold under the Plan.

                  iii) Subject to Sections 7, 8 and 9, and unless otherwise
determined by the Committee with the approval of the MMC Committee, all
Restricted Stock granted or sold to a Participant at any time shall vest in
accordance with the vesting schedule set forth in the applicable Award
Agreement, provided that the Committee, subject to the approval of the MMC
Committee, may accelerate the vesting of any Restricted Stock, at any time and
from time to time. Upon vesting, a share of Restricted Stock ceases to be a
share of Restricted Stock and shall be treated, pursuant to the Plan, as a Class
B Share.

                  iv) Within 30 days of the Grant Date, the Participant shall
give notice to Putnam if he or she has made an election pursuant to Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to the
Restricted Stock purchased by or granted to the Participant, and in absence of
such notification the Participant shall be deemed to not have made such
election. The Participant will be solely responsible for any and all tax
liabilities payable by him or her in connection with his or her receipt of the
Restricted Stock or attributable to his or her making or failing to make such an
election.

                                       8



         (b)  Options.

                  i) Options may be granted to Participants at such time or
times and covering such number of Class B Shares as shall be determined by the
Committee, subject to the approval of the MMC Committee, either independently or
in tandem with a grant or sale of Restricted Stock. Each Option granted to a
Participant shall be evidenced by an Award Agreement that shall specify the
exercise price at which a Class B Share may be purchased pursuant to such
Option, the duration of such Option and such other terms consistent with the
Plan as the Committee, subject to the approval of the MMC Committee, shall
determine, including customary representations, warranties and covenants with
respect to securities law matters and provisions calling for forfeiture of all
or any portion of the Option, all or any portion of the Class B Shares acquired
upon exercise thereof, or all or any portion of the proceeds from the
cancellation of the Option or from any sales of such Class B Shares upon
violation of the Participant's Non-Solicitation Agreement.

                  ii) Unless determined otherwise by the Committee, with the
approval of the MMC Committee, the exercise price per Class B Share to be
purchased upon exercise of an Option shall be the Fair Market Value as of the
Grant Date.

                  iii) Subject to Sections 7, 8 and 9, Options granted to a
Participant shall become exercisable in accordance with the vesting schedule set
forth in the applicable Award Agreement; provided that the Committee, subject to
the approval of the MMC Committee, may accelerate the exercisability of any
Option at any time and from time to time; and provided further that Options may
not be exercised during the period commencing with the public announcement of a
proposed Public Offering and ending on the earliest of (1) consummation of such
Public Offering, (2) abandonment of such Public Offering and (3) the six-month
anniversary of such public announcement. Notwithstanding any other provision of
the Plan, each Option shall terminate on and shall not be exercisable after the
tenth anniversary of the Grant Date of such Option.

                   iv) Options may be exercised only during any Special Option
Window or, in accordance with the provisions of Section 7, following the
termination of Participant's employment and, unless such condition is waived by
the Committee, only if the Participant is an Accredited Investor at the time of
such exercise. The Committee shall establish procedures governing the exercise
of Options, which procedures shall generally require that written notice of the
exercise thereof be given, which notice shall be substantially in the form
attached hereto as Exhibit D, and that the exercise price thereof be paid in
full in cash or cash equivalents, including by personal check, or, at the
Committee's election, by tendering Class B Shares with the aggregate Fair Market
Value equal to the exercise price, or by combination of the above at the time of
exercise; PROVIDED, HOWEVER, that any Class B Shares so tendered must have been
held by the Participant for six (6) months or more following the date of vesting
of such shares. As soon as practicable after receipt of a written exercise
notice and payment in full of the exercise price of any exercisable Options, a
"book entry" shall be made in the records of Putnam to evidence such exercise.
No certificate or certificates representing the Class B Shares acquired upon
such exercise shall be issued to the Participants.

Section 7. Termination of Employment; Unforeseen Personal Hardship

         (a) Special Termination. Unless otherwise determined by the Committee
with the approval of MMC (such determination to occur only in individual
isolated situations), in the event that a Participant's employment with Putnam
and the Subsidiaries terminates by reason of a Special Termination:

                  i) each Option then held by the Participant, whether or not
exercisable as of the date of such termination, shall immediately vest and
become fully exercisable and shall remain exercisable until expiration of the
post-Special Termination Exercise Period (or, if shorter, until expiration of
the remaining term of such Option). Any Options held by the Participant that are
not exercised prior to expiration of the

                                       9



post-Special Termination Exercise Period (or prior to expiration of the
remaining term of such Option, if shorter) shall terminate and be cancelled upon
the expiration of such period (or, if shorter, the expiration of the term of
such Option);

                  ii) subject to such conditions as the Committee may prescribe
(including (x) Participant's execution of a general release of all claims
against Putnam (and any of its officers, directors or employees) in form and on
terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the
Class B Shares, or all or any portion of the proceeds from the sale thereof,
upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), any Restricted Stock
held by the Participant shall be fully vested as of the date of such
termination.

         (b) Termination for Cause. Unless otherwise determined by the Committee
with the approval of MMC (such determination to occur only in individual
isolated situations), in the event that a Participant's employment with Putnam
and the Subsidiaries is terminated for Cause:

                  i) any Options then held by such Participant (whether or not
then exercisable) shall terminate and be cancelled immediately upon such
termination of employment;

                  ii) except as provided in (iii) below, any Class B Shares and
Restricted Stock that are then held by such Participant shall terminate and be
cancelled immediately upon such termination, and the Participant shall no longer
have any rights with respect to such Class B Shares and shares of Restricted
Stock;

                  iii) subject to authorization by the Board and to such
conditions as the Committee may prescribe (including (x) Participant's execution
of a general release of all claims against Putnam (and any of its officers,
directors or employees) in form and on terms satisfactory to Putnam, and/or (y)
forfeiture of all or any portion of the amounts received pursuant to this clause
(iii) upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), with respect to any
Class B Shares or Restricted Stock then held by such Participant that relate to
shares of Restricted Stock that, as specifically set forth in the applicable
Award Agreement, were sold to the Participant ("Purchased Shares"), such Class B
Shares or Restricted Stock shall terminate and be cancelled immediately upon
such termination in exchange for payment in cash, with respect to each Class B
Share or share of Restricted Stock so cancelled, of an amount equal to the
lesser of (x) the Fair Market Value as of the date of termination and (y) the
purchase price per share paid by the Participant for such Class B Share or share
of Restricted Stock (plus interest from the date of purchase at a variable rate
equal to the ninety day United States Treasury rate, compounded), and upon such
cancellation the Participant shall no longer have any rights with respect to
such Class B Shares or shares of Restricted Stock except for the right to
receive the payment set forth herein; and

                  iv) to the extent provided for in the Award Agreement, all or
any portion of the proceeds received by the Participant from any sales of Class
B Shares or shares of Restricted Stock or from the cancellation of Class B
Shares, Restricted Stock or Options shall be returned to Putnam.

         (c) Involuntary Termination Other Than for Cause. Unless otherwise
determined by the Committee with the approval of MMC (such determination to
occur only in individual isolated situations), in the event that a Participant's
employment with Putnam and the Subsidiaries is terminated by Putnam other than
for Cause:

                  i) each Option then held by the Participant, whether or not
exercisable as of the date of such termination, shall immediately vest and
become fully exercisable and shall remain exercisable at any time during the
thirty (30) days following such termination (or, if shorter, until expiration of
the remaining term of such Option).

                                       10



                  ii) subject to such conditions as the Committee may prescribe
(including (x) Participant's execution of a general release of all claims
against Putnam (and any of its officers, directors or employees) in form and on
terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the
Class B Shares, or all or any portion of the proceeds from the sale thereof,
upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), any Restricted Stock
held by the Participant shall be fully vested as of the date of such
termination.

         (d) Other Termination of Employment. Unless otherwise determined by the
Committee with the approval of MMC (such determination to occur only in
individual isolated situations), in the event that a Participant's employment
with Putnam and the Subsidiaries is terminated other than in the circumstances
described in Sections 7(a) through 7(c) above:

                  i) each Option held by such Participant, to the extent
exercisable as of the date of such termination, may be exercised at any time
during the thirty (30) days following such termination (or, if shorter, until
expiration of the remaining term of the Option). Each Option held by the
Participant, to the extent not exercisable at the date of the Participant's
termination of employment, shall terminate and be cancelled immediately upon
such termination, and any Options described in the preceding sentence that are
not exercised prior to expiration of the applicable period described in such
sentence shall terminate and be cancelled upon the expiration of such period;

                  ii) except as provided in (iii) below, any Restricted Stock
that is then held by such Participant shall terminate and be cancelled
immediately upon such termination, and the Participant shall no longer have any
rights with respect to such shares of Restricted Stock, except the right to
receive any Dividends declared on a date when the Participant was holder of
record of such Restricted Stock; and

                  iii) subject to authorization by the Board and to such
conditions as the Committee may prescribe (including (x) Participant's execution
of a general release of all claims against Putnam (and any of its officers,
directors or employees) in form and on terms satisfactory to Putnam, and/or (y)
forfeiture of all or any portion of the amounts received pursuant to this clause
(iii) upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), with respect to any
shares of Restricted Stock that relate to Purchased Shares, such Restricted
Stock shall terminate and be cancelled immediately upon such termination in
exchange for payment in cash, with respect to each share of Restricted Stock so
cancelled, of an amount equal to (1) if the termination was by Putnam or its
Subsidiaries, the Fair Market Value as of the date of termination, and (2) if
the termination was by the Participant, the lesser of (x) the Fair Market Value
as of the date of termination and (y) the purchase price per share paid by the
Participant for such Restricted Stock (plus interest from the date of purchase
at a variable rate equal to the ninety-day United States Treasury rate,
compounded). Upon any such cancellation the Participant shall no longer have any
rights with respect to such shares of Restricted Stock except for the right to
receive the payment set forth herein.

         (e) Treatment of Class B Shares Held upon Termination of Employment or
Acquired Thereafter.

                  i) If the Participant's employment with Putnam and its
Subsidiaries terminates for any reason whatsoever (other than a termination for
Cause), Putnam (in the discretion of the Board) shall have an option
("Repurchase Option") to purchase all or less than all of the Class B Shares
then held or thereafter acquired by the Participant (or, if his employment was
terminated by his death, his estate) at any time following the expiration of the
post-Termination Holding Period, upon giving notice in writing to the
Participant (or his estate) of its election to exercise such Repurchase Option.
Notwithstanding the above, the Repurchase Option may not be exercised by Putnam
prior to the date six (6) months following (A) the vesting date of the Class B
Shares or (B) date of exercise in the case of Class B Shares acquired upon
exercise of Options.

                                       11



                  ii) Each Participant may request, in a written notice
delivered to the Committee during the post-Termination Holding Period, that
Putnam (in the discretion of the Board) purchase all or some of the Class B
Shares then held by the Participant, but Putnam shall have no obligation to
purchase such Class B Shares. Notwithstanding the above, no Participant may
offer to Putnam any Class B Shares that have been held by the Participant for
less than six (6) months from the date of vesting of such shares.

                  iii) So long as the Repurchase Option is exercisable but not
exercised as provided herein, the Participant (or his or her estate) shall be
entitled to retain or transfer such Class B Shares, subject to all of the
provisions of this Plan (including, without limitation, Sections 8 and 9) and
the Declaration of Trust of Putnam.

                  iv) Following any exercise of the Repurchase Option by Putnam,
the Participant shall no longer have any rights with respect to the Class B
Shares so purchased except for the right to receive the payment set forth
herein. All purchases pursuant to this Section 7(d) by Putnam shall be for a
purchase price per Class B Share equal to Fair Market Value as of the date of
sale and shall be subject to such further conditions as the Committee may
prescribe (including forfeiture by the Participant of all or any portion of the
amounts received pursuant to this Section 7(d) upon violation of the
Participant's Non-Solicitation Agreement).

                  v) The provisions of this Section 7(d) shall apply only to
Class B Shares that have not been forfeited or purchased pursuant to Sections
7(a), (b) and (c) hereof.

         (f) Unforeseen Personal Hardship. In the event that a Participant,
while in the employment of Putnam or any Subsidiary, experiences Unforeseen
Personal Hardship, the Board will carefully consider any request by the
Participant that Putnam purchase the Participant's Class B Shares at a price per
Class B Share equal to Fair Market Value, but Putnam shall have no obligation to
purchase such Class B Shares. The Board shall consider such request with respect
to Unforeseen Personal Hardship as soon as practicable after receipt by the
Committee of a written request by the Participant, such request to include
sufficient details of the Participant's Unforeseen Personal Hardship to permit
the Board to review the request and the circumstances in an informed manner, and
the Board may prescribe such conditions to Putnam's purchase of such Class B
Shares as it deems appropriate.

Section 8. Transfer of Awards

         (a) Nontransferability of Awards.

                  i) Except as provided in the Plan or as determined by the
Committee, neither the Participant nor any of his heirs or representatives shall
sell, assign, transfer, pledge or otherwise directly or indirectly dispose of or
encumber any of the Options, Restricted Stock or Class B Shares to or with any
other person, firm or corporation (including, without limitation, transfers to
any other holder of Putnam's capital stock, dispositions by gift, by will and by
operation of law) other than a transfer of Options, Restricted Stock or Class B
Shares by operation of law to the estate of the Participant upon the death of
the Participant, provided that such estate agrees to be bound by all provisions
of the Plan and the applicable Award Agreement.

                  ii) A Participant may not transfer Options, Restricted Stock
and Class B Shares, except that, upon the approval of the Committee (such
approval to be granted only in individual isolated situations), a Participant
may transfer Options, Restricted Stock and Class B Shares to members of such
Participant's Immediate Family (as defined below) if the Participant does not
receive any consideration for the transfer. "Immediate Family" refers to
children, grandchildren and spouse of the Participant or one or more trusts
exclusively for the benefit of such family members or partnerships in which such
family

                                       12



members are the only partners; provided such transfer may not be consummated
unless such intended transferee shall have agreed in writing to make and be
bound by the representations, warranties and covenants set forth in the Plan and
the applicable Award Agreement, pursuant to an instrument of assumption
satisfactory in substance and form to Putnam; and provided further that such
transferee holds such transferred Options, Class B Shares and Restricted Stock
as if no such transfer had occurred. For example, if a Participant transfers
Class B Shares pursuant to this Section 8(a)(ii) to his or her child and such
Participant is subsequently terminated for Cause, the child must forfeit such
transferred Class B Shares in accordance with the terms of the Plan as if the
Participant held such Class B Shares at the time of such termination.

                  iii) If, notwithstanding provisions of the Plan, a court
determines that a transfer that is not permitted pursuant to the terms hereof is
nonetheless valid, the Class B Shares, Restricted Stock or Options so
transferred will be repurchased from the transferee forthwith at a price per
Class B Share (or share of Restricted Stock) equal to Fair Market Value (or, in
the case of an Option, at a price per Class B Share underlying such Option equal
to the excess, if any, of the Fair Market Value over the exercise price per
Class B Share of such Option) and in no case will any such transferee have any
rights with respect to such Class B Shares, Restricted Stock or Options except
for the right to receive the payment set forth herein.

         (b) Sales of Class B Shares and Restricted Stock to Putnam;
Cancellation of Options.

                  i) Each Participant may request, in a written notice delivered
to the Board during a Window Period, or, in accordance with Section 7, following
the termination of a Participant's employment, that Putnam purchase all or some
of the Class B Shares then held by the Participant, but Putnam shall have no
obligation to purchase such Class B Shares. Notwithstanding the above, no
Participant may offer to Putnam any Class B Shares that have been held by the
Participant for less than six (6) months from the date of vesting of such
shares. All purchases by Putnam pursuant to this Section 8(b)(i) shall be made
effective as of the last day of the applicable Window Period or, in the event of
termination, as of the date of purchase, shall be for a purchase price per Class
B Share equal to Fair Market Value as of the date of the sale and shall be
subject to such conditions as the Committee or the Board may prescribe in the
Award Agreement or otherwise (including forfeiture of all or any portion of the
proceeds of such purchase upon violation of the Participant's Non-Solicitation
Agreement).

                  ii) Putnam may (1) cancel all or some of the Options then held
by the Participant in exchange for a payment in cash, with respect to each
Option so cancelled, of an amount equal to the number of Class B Shares subject
to the Option multiplied by the excess, if any, of the Fair Market Value per
Class B Share on the date of such cancellation over the exercise price per Class
B Share for such Option and (2) cancel all or some of the Class B Shares and
shares of Restricted Stock in exchange for a payment in cash, with respect to
each Class B Share or share of Restricted Stock so cancelled, of an amount equal
to Fair Market Value of a Class B Share on the date of the cancellation;
provided, however, that (1) a determination to effect a complete cancellation of
Options, Class B Shares and Restricted Stock can be made only (x) if directed by
the MMC Committee (in which case the Board shall authorize such complete
cancellation) or (y) by the Board (with the approval of the MMC Committee); (2)
a determination to effect a partial cancellation of Options, Class B Shares and
Restricted Stock can be made only by the Board (with the approval of the MMC
Committee); and (3) amounts otherwise payable under this paragraph (ii) may be
subject to such conditions (including forfeiture of all or any portion of
amounts received pursuant to this paragraph (ii) upon violation of the
Participant's Non-Solicitation Agreement or any noncompetition agreement between
Participant and Putnam), as may be prescribed in the Award Agreement or
otherwise. In the event of a complete cancellation of Options, Class B Shares
and Restricted Stock, the Plan shall terminate. It is generally intended that
any partial cancellation pursuant to this Section 8(b)(ii) shall be accomplished
in a manner calculated, in the Board's sole discretion, to affect all
Participants ratably and equitably; provided, however, that nothing herein shall
prohibit such cancellation on an individual or any

                                       13



other basis. Notwithstanding the foregoing, if within a twelve-month period
immediately following a cancellation pursuant to this Section 8(b)(ii), there
occurs a Change in Control of MMC, a Change in Control of Putnam, a Transaction
(as defined in Section 9(c) hereof), a Public Offering or a Special Transaction
(collectively, an "Event");

                           (1) in the case of a Change in Control of MMC or a
         Change in Control of Putnam, each Participant shall be entitled to
         receive, with respect to each Class B Share, share of Restricted Stock
         and Option so cancelled, (x) in the case of Class B Shares or shares of
         Restricted Stock, an additional amount in cash equal to the excess, if
         any, of the Fair Market Value of a Class B Share on the date of such
         Change in Control over the Fair Market Value of a Class B Share on the
         date of cancellation, or, in the case of an Option so cancelled, an
         additional amount in cash equal to the excess, if any, of the Fair
         Market Value of a Class B Share on the date of such Change in Control
         over the higher of the Fair Market Value of a Class B Share on the date
         of cancellation and the exercise price per Class B Share subject to
         such Option, and (y) an additional amount in cash equal to the
         Additional Payment (as defined in Section 9(a) hereof), as if the
         awards had not been so cancelled, the entitlement to the Additional
         Payment being subject to the same terms and conditions set forth in
         said Section 9(a);

                           (2) in the case of a Transaction, each Participant
         shall be entitled to receive, with respect to that percentage (equal to
         the MMC Percentage, as defined in Section 9(c) hereof) of the Class B
         Shares, shares of Restricted Stock and Options so cancelled, (x) in the
         case of Class B Shares or shares of Restricted Stock, an additional
         amount in cash equal to the excess, if any, of the Fair Market Value of
         a Class B Share as of the date of the Transaction over the Fair Market
         Value of a Class B Share as of the date of cancellation, or, in the
         case of an Option so cancelled, an additional amount in cash equal to
         the excess, if any, of the Fair Market Value of a Class B Share as of
         the date of the Transaction over the higher of the Fair Market Value of
         a Class B Share on the date of cancellation and the exercise price per
         Class B Share subject to such Option, and (y) an additional amount in
         cash equal to the Additional Tag-Along Payment (as defined in Section
         9(c) hereof), as if the awards had not been so cancelled and the
         Participant had exercised the rights referred to in Section 9(c)
         hereof, the entitlement to the Additional Tag-Along Payment being
         subject to the same terms and conditions set forth in said Section
         9(c);

                           (3) in the case of a Public Offering, each
         Participant shall be entitled to receive, with respect to each Class B
         Share, share of Restricted Stock and Class B Share subject to an Option
         so cancelled, an additional amount in cash equal to the excess, if any,
         of the per share price paid in respect of shares of capital stock of
         Putnam issued or sold in the Public Offering (which price shall be
         equitably adjusted, to the extent appropriate, by the Committee with
         the approval of the MMC Committee in the event that the shares of
         Putnam common stock issued or sold in the Public Offering are not Class
         A Shares) over (x) in the case of Class B Shares or Restricted Stock so
         cancelled, the Fair Market Value of a Class B Share as of the date of
         cancellation and (y) in the case of an Option so cancelled, the higher
         of the Fair Market Value of a Class B Share as of the date of
         cancellation or the exercise price per Class B Share subject to such
         Option; and

                           (4) in the case of a Special Transaction, each
         Participant shall be entitled to receive, with respect to that
         percentage (equal to the Publicly Traded Transaction Percentage, as
         defined in Section 9(d) hereof) of the Class B Shares, shares of
         Restricted Stock and Options so cancelled, an additional amount in cash
         equal to the excess, if any, of the per share price of the shares of
         capital stock of Putnam issued to the

                                       14



         public in connection with the Special Transaction (which price shall be
         equitably adjusted, to the extent appropriate, by the Committee with
         the approval of the MMC Committee in the event that the shares of
         Putnam common stock issued or sold in the Special Transaction are not
         Class A Shares) over (x) in the case of Class B Shares or Restricted
         Stock so cancelled, the Fair Market Value of a Class B Share as of the
         date of cancellation and (y) in the case of an Option so cancelled, the
         higher of the Fair Market Value of a Class B Share as of the date of
         cancellation or the exercise price per Class B Share subject to such
         Option.

                  iii) Following any receipt of notice from Putnam relating to
any cancellation pursuant to Section 8(b)(ii), the Participant shall no longer
have any rights with respect to the Class B Shares, Restricted Stock and Options
so cancelled, except for the right to receive the payments described herein on
the terms and conditions provided herein. All purchases pursuant to this Section
8(b) by Putnam shall be for a purchase price per Class B Share equal to Fair
Market Value as of the date of sale.

         (c) Certain Other Permitted Transfers of Class B Shares. If a
Participant requests that Putnam purchase all or some of the Class B Shares then
held by the Participant in accordance with Section 8(b)(i) and Putnam does not
purchase the Class B Shares so offered ("Refused Shares") then, during the
thirty-day period immediately following the date the Class B Shares were refused
by Putnam, the Participant may accept an offer (which must be in writing and for
Fair Market Value as of the date that the Class B Shares were refused by Putnam)
from, and sell to, any Participant who (unless such condition is waived by the
Committee with the approval of the MMC Committee) is then an Accredited Investor
and an Employee seeking to purchase all or any part of the Refused Shares. Upon
receipt of such offer (and prior to acceptance thereof), the Participant shall
give notice in writing to Putnam (i) designating the number of Refused Shares to
be sold, (ii) naming the purchaser of such Refused Shares and (iii) specifying
the price and terms of the sale; provided such sale may not be consummated
unless such intended purchaser shall have agreed in writing to make and be bound
by the representations, warranties, covenants and conditions set forth in the
Plan and the applicable Award Agreement, pursuant to an instrument of assumption
satisfactory in substance and form to Putnam. Any Class B Shares so transferred
shall be subject to all of the terms and conditions of the Plan and the
applicable Award Agreement, except that the transferee-Participant shall be
substituted for the transferor-Participant with respect to any such applicable
terms and conditions.

         (d) Automatic Exchange of Shares or Units. Putnam, by action of the
Committee (with the approval of the MMC Committee), may exchange the then Class
B Shares and shares of Restricted Stock for shares or units and restricted
shares or units, as the case may be, of another entity and substitute shares and
units of another entity for Class B Shares subject to options in one or more
transactions at one or more times, provided that (x) immediately following each
such exchange, the sole assets of such other entity shall be shares of, or other
equity interest in, Putnam (or a successor or parent of Putnam) and assets of
Putnam (including, without limitation, any right under the Plan, any other
equity plan of Putnam, or related to such plans) and (y) the rights of the then
holders of Class B Shares and shares of Restricted Stock shall not, in the
judgment of the Committee, be materially adversely affected (defined so as to
include, without limitation, for purposes of this subsection, being "adversely
affected" under Section 77 of the Massachusetts Business Corporation Law (or any
successor statute thereto), as may be in effect or amended from time to time, to
the extent such Section would have been applicable to, and as a consequence of
its application voting rights would have been granted in connection with, such
transaction if a corporate entity incorporated under the laws of the
Commonwealth of

                                       15



Massachusetts were engaged in such transaction) as a result of such exchange (it
being understood that an exchange (by merger, consolidation or an exchange of
units or shares) of units of a business trust for shares of a corporate entity
shall not be deemed to have such a material adverse affect as a result of the
different entity level taxes to be paid by a business trust and a corporation
and that an exchange (by merger, consolidation or an exchange of units and
shares) of units of a business trust for shares of a corporate entity
incorporated under the laws of the Commonwealth of Massachusetts with terms
substantially similar to those set forth in Putnam Investment, Inc.'s Articles
of Organization in effect on the date shares were first issued pursuant to the
Plan and as such terms may have been modified in the declaration of trust of the
business trust or under Massachusetts corporate law, shall automatically be
deemed to not have such a material adverse affect). Following any such exchange,
references in the Plan to Class B Shares or Class A Shares shall be deemed to
refer to the shares or units issued in exchange therefor, references in the Plan
to shares of Restricted Stock shall be deemed to refer to the shares or units
issued in exchange therefor which, following any such exchange, shall remain
subject to the restrictions and other terms of the Restricted Stock and
references in the Plan to Putnam and the Articles of Organization of Putnam
shall be deemed, respectively, to refer to the entity whose shares or units were
issued in the exchange and the corresponding sections of the organizational
documents of such entity. In addition, following any exchange and in accordance
with Section 5(d), all options to purchase Class B Shares shall thereafter be
options to purchase shares or units issued in exchange for the Class B Shares.
Following any such exchange, the officers of Putnam are authorized and directed
to take all appropriate actions to reflect the exchange and the share/unit
ownership transfers and issuances effected thereby.

Section 9. Change in Control; Sale by MMC; Public Offering; Special Transaction

         (a) Change in Control. In the event of a Change in Control of MMC or a
Change in Control of Putnam, subject to such conditions as may be prescribed by
the Committee in the Award Agreement or otherwise (including forfeiture of all
or any portion of the amounts paid or payable pursuant to this Section 9(a) upon
violation of the Participant's Non-Solicitation Agreement):

                  i) all outstanding Options and Restricted Stock shall become
         fully vested immediately prior to the consummation of either such
         Change in Control;

                  ii) all outstanding Options shall be cancelled as of the date
         of either such Change in Control in exchange for a cash payment by
         Putnam equal to the amount determined under clause (A) of the first
         sentence of Section 8(b)(ii) hereof;

                  iii) all Class B Shares shall be cancelled as of the date of
         either such Change in Control in exchange for a cash payment by Putnam
         equal to the amount determined under clause (B) of the first sentence
         of Section 8(b)(ii) hereof;

                  iv) subject to the succeeding provisions of this Section 9(a),
         each holder of an Option ("Optionee") and each holder of Class B Shares
         shall be entitled to receive from Putnam, with respect to each Option
         or Class B Share (as the case may be) then outstanding, an additional
         cash amount (the "Additional Payment") equal to (A) the product of (I)
         the number of Class B Shares subject to the Options cancelled hereunder
         (in the case of an Optionee) or the number of Class B Shares cancelled
         hereunder (in the case of a holder of Class B Shares) and (II) the
         excess, if any, of (1) the per share price payable in respect of Class
         A Shares in connection with a Change in Control of Putnam (or, in the
         event of a Change in Control of MMC, the "fully distributed trading
         value" of a Class B Share as of the date of such Change in Control,
         determined in accordance with Exhibit B hereof) over (2) in the case of
         a Class B Share so cancelled, the Fair Market Value of such Class B
         Share as of the date of the applicable Change in Control, and in the
         case of an Option so cancelled, the higher of the Fair Market Value of
         a Class B Share as of the date of the applicable Change in Control and
         the exercise price per Class B Share subject to such Option, plus or
         minus (B) any earnings or losses (as hereinafter described) on the
         amount determined under (A) above; and

                  v) the Plan shall terminate.

                                       16



The rights of an Optionee or a holder of Class B Shares to the Additional
Payment shall vest at the rate of 33.33% on each of the first three
anniversaries of the applicable Change in Control if such Optionee or holder of
Class B Shares remains continuously employed with Putnam or any of its
Subsidiaries or affiliates and any nonvested amounts shall be forfeited upon the
Optionee's or Class B Share holder's termination of employment for any reason;
provided, however, that in the event of a Special Termination or an involuntary
termination without Cause (in either case, determined in the manner in effect
immediately prior to the applicable Change in Control), the Optionee's or Class
B Share holder's rights to the Additional Payment shall become fully vested. Any
Additional Payment forfeited by a Participant shall revert to Putnam. Upon
occurrence of either such Change in Control, Putnam shall establish one or more
grantor trusts and promptly contribute thereto the aggregate amount described in
clause (iv)(A) above in respect of each Optionee and holder of Class B Shares.
Such grantor trust shall permit each such Optionee and holder of Class B Shares
to direct the investment of funds held for his benefit in the trust among the
various Putnam funds and such other investments as may be designated by the
Committee.

         (b) Public Offering. Upon a Public Offering, subject to such conditions
as may be prescribed by the Committee in the Award Agreement or otherwise
(including (x) Participant's execution of a general release of all claims
against Putnam (and any of its officers, directors of employees) in form and on
terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the
amounts paid or payable pursuant to this Section 9(b) upon violation of the
Participant's Non-Solicitation Agreement or any noncompetition agreement between
Putnam and Participant):

                           i) in accordance with Section 4.2.6 of the
         Declaration of Trust of Putnam, each Class B Share and each share of
         Restricted Stock shall be converted into one Class A Share;

                           ii) all Restricted Stock shall remain subject to the
         same vesting schedule and other terms and conditions as were in effect
         immediately prior to such Public Offering. In addition, all Class A
         Shares issued pursuant to clause (i) above shall be subject to such
         customary transfer restrictions as shall be reasonably required by the
         managing underwriter of such Public Offering;

                           iii) each Option that is outstanding immediately
         prior to such Public Offering shall be converted into an Option for
         that number of Class A Shares equal to the number of Class B Shares
         subject to such Option, at an exercise price equal to the exercise
         price of such Option immediately prior to the Public Offering. With
         respect to any Option (or portion of an Option) that is vested
         immediately prior to the Public Offering, such Option (or such portion
         of an Option) shall be otherwise subject to the same terms and
         conditions to which such Option (or such portion of an Option) was
         subject immediately prior to the Public Offering. With respect to any
         Option (or a portion of an Option) that is not vested immediately prior
         to the Public Offering, such Option (or such portion of an Option)
         shall vest with respect to 25% of shares subject thereto on each of the
         first, second, third and fourth anniversaries of the Public Offering
         and shall be otherwise subject to the same terms and conditions to
         which such Option (or such portion of an Option) was subject
         immediately prior to the Public Offering;

                           iv) holders of vested Class A Shares resulting from
         the conversion described herein shall be entitled to such registration
         rights as may be deemed appropriate by the Committee with the approval
         of the MMC Committee; provided however, nothing contained herein shall
         limit the rights of such holders to sell their vested Class A Shares
         pursuant to Rule 144 promulgated under the Securities Act; and

                           v) if a Public Offering occurs in connection with a
         Transaction, then, first, the

                                       17



         applicable provisions of Section 9(c) will apply and then, with respect
         to any Class B Shares, Restricted Stock or Options held by the
         Participant following the application of such provisions, this Section
         9(b) shall apply.

         (c) Tag-Along Rights. If MMC determines to sell any of the Class A
Shares owned by it to a person or entity other than MMC, Putnam, a subsidiary of
one of them, a trustee or other fiduciary holding securities of Putnam under an
employee benefit plan maintained by MMC or Putnam, or by a subsidiary of one of
them, or an employee, trustee or director of MMC or Putnam, in a transaction
("Transaction") that, if consummated, would not constitute a Change in Control
of Putnam, a Public Offering or a Special Transaction, then, subject to such
conditions as may be prescribed by the Committee in the Award Agreement or
otherwise (including (x) Participant's execution of a general release of all
claims against Putnam (and any of its officers, directors or employees) in form
and on terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion
of the amounts paid or payable pursuant to this Section 9(c) upon violation of
the Participant's Non-Solicitation Agreement or any noncompetition agreement
between Putnam and Participant), the Participant may give written notice (such
notice to be given by a Participant within twenty-one (21) days of being advised
of the Transaction) to the Committee of his desire:

                           i) to sell to Putnam in connection with the
         Transaction such percentage of the aggregate number of Class B Shares
         and shares of Restricted Stock held by the Participant at such time
         (rounded to the nearest whole share) as equals the percentage that the
         Class A Shares proposed to be sold by MMC in such Transaction bears to
         the total number of Class A Shares held by MMC immediately prior to the
         Transaction (the "MMC Percentage"), such sale to be effected at a price
         per share equal to the Fair Market Value of a Class B Share as of the
         date of the Transaction and otherwise on materially the same terms and
         conditions as are applicable to Class A Shares sold by MMC (with Class
         B Shares being sold prior to the sale of any shares of Restricted Stock
         and any shares of Restricted Stock so sold becoming fully vested and no
         longer subject to restrictions); and/or

                           ii) to cancel (as of the date of such Transaction)
         such percentage of each Option granted to such Participant that is
         outstanding immediately prior to such Transaction (rounded to the
         nearest whole share) as equals the MMC Percentage, such cancellation to
         be in exchange for a cash payment from Putnam equal to the product of
         (A) the number of shares then subject to such Option, (B) the MMC
         Percentage and (C) the excess, if any, of the Fair Market Value per
         Class B Share on the date of cancellation over the exercise price per
         Class B Share for such Option (and Putnam and MMC shall take all
         actions necessary to implement the Participant's elections upon
         consummation of the Transaction).

Subject to the provisions of the following sentence, (I) each holder of Class B
Shares and shares of Restricted Stock who elects to sell the applicable
percentage of such shares, as described in clause (i) above, shall be entitled
to receive from Putnam an additional cash payment equal to (A) the number of
Class B Shares and shares of Restricted Stock sold hereunder multiplied by (B)
the excess, if any, of (i) the per share price payable in respect of Class A
Shares in connection with such Transaction over (ii) the Fair Market Value of a
Class B Share as of the date of such Transaction, and (II) each Optionee who
elects to have a percentage of his Options cancelled, as described in clause (2)
above, shall be entitled to receive from Putnam an additional cash payment with
respect to each Class B Share subject to an Option or portion of an Option so
cancelled, equal to the excess, if any, of (i) the per share price payable in
respect of Class A Shares in connection with the Transaction over (ii) the
higher of the Fair Market Value of a Class B Share as of the date of such
cancellation and the exercise price per Class B Share subject to such Option or
portion of an Option (the additional payments referred to in clause (I) or (II),
as the case may be, plus or minus earnings and losses thereon, as hereinafter
described, being referred to herein as the "Additional Tag-

                                       18



Along Payment"). The rights of an Optionee or a holder of Class B Shares (or
shares of Restricted Stock) to the Additional Tag-Along Payment shall vest at
the rate of 33.33% on each of the first three anniversaries of the Transaction
if such Optionee or holder of Class B Shares (or shares of Restricted Stock)
remains continuously employed with Putnam or any of its Subsidiaries or
affiliates and any nonvested amounts shall be forfeited upon the termination of
employment of such Optionee or holder of Class B Shares (or shares of Restricted
Stock) for any reason; provided, however, that in the event of a Special
Termination or an involuntary termination without Cause (in either case,
determined in the manner in effect immediately prior to the Transaction), the
rights of such Optionee or holder of Class B Shares (or shares of Restricted
Stock) to the Additional Tag-Along Payment shall become fully vested. Any
Additional Tag-Along Payment forfeited by a Participant shall revert to Putnam.
Upon occurrence of the Transaction, Putnam shall establish one or more grantor
trusts and promptly contribute thereto an amount equal to the aggregate amount
set forth in clauses (I) and (II) above. Such grantor trust shall permit each
such Optionee and holder of Class B Shares (or shares of Restricted Stock) to
direct the investment of funds held for his benefit in the trust among the
various Putnam funds and such other investments as may be designated by the
Committee. Notwithstanding anything to the contrary contained in this Section
9(c), any and all Class B Shares and shares of Restricted Stock that are not
sold pursuant to this Section 9(c), and any and all Options that are not
cancelled pursuant to this Section 9(c), shall remain outstanding in accordance
with their respective terms and the terms of this Plan. If for any reason MMC
does not consummate the proposed Transaction, the provisions of this Section
9(c) shall cease to apply with respect to such proposed Transaction, provided
that such provisions shall again apply to any subsequently proposed Transaction.

         (d) Special Transaction. In the event of a Special Transaction, subject
to such conditions as may be prescribed by the Committee in the Award Agreement
or otherwise (including (x) Participant's execution of a general release of all
claims against Putnam (and any of its officers, directors or employees) in form
and on terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion
of the amounts paid or payable pursuant to this Section 9(d) upon violation of
the Participant's Non-Solicitation Agreement or any noncompetition agreement
between Participant and Putnam):

                  i) a percentage of the Class B Shares and a percentage of the
shares of Restricted Stock held by each Participant that is equal to (i) the
number of shares of common stock of Putnam issued to the public in connection
with the Special Transaction (which number of shares shall be equitably
adjusted, to the extent appropriate, by the Committee with the approval of the
MMC Committee in the event that the shares of Putnam common stock issued to the
public are not Class A Shares) divided by (ii) the total number of Class A
Shares, Class B Shares, shares of Restricted Stock and Class B Shares subject to
Options outstanding immediately prior to the Special Transaction (the "Publicly
Traded Special Transaction Percentage") shall be converted into Class A Shares
(rounded to the nearest whole share). Each share of Restricted Stock remaining
shall be subject to the same vesting schedule and other terms and conditions as
were in effect immediately prior to such conversion and each Class B Share
remaining shall be subject to the same terms and conditions as were in effect
immediately prior to such conversion;

                  ii) a percentage of each Option that is outstanding
immediately prior to such Special Transaction equal to the Publicly Traded
Special Transaction Percentage shall be converted into an option for the number
of Class A Shares, rounded to the nearest whole share, equal to the number of
the Class B Shares that was previously subject to such percentage of each such
Option, at an exercise price equal to the exercise price of such Option
immediately prior to the Special Transaction. With respect to any Option (or
portion of an Option) that is vested immediately prior to the Special
Transaction, such Option (or such portion of an Option) shall be otherwise
subject to the same terms and conditions to which such Option (or such portion
of an Option) was subject immediately prior to the Special Transaction. With
respect to any Option (or a portion of an Option) that is not vested immediately
prior to the Special Transaction, such Option (or such portion of an Option)
shall vest with respect to 25% of the shares subject thereto on each of the
first, second, third and fourth anniversaries of the Special Transaction and
shall be otherwise subject to the same terms and conditions to which such Option
(or such portion of an Option) was subject immediately


                                       19


prior to the Special Transaction; and

                  iii) holders of vested Class A Shares resulting from the
conversion described herein shall be entitled to such registration rights as may
be deemed appropriate by the Committee with the approval of the MMC Committee;
provided, however, nothing contained herein shall limit the rights of such
holders to sell their vested Class A Shares pursuant to Rule 144 promulgated
under the Securities Act.

         As soon as practicable following consummation of the Special
Transaction, the Committee (or the Committee of the resulting entity) and the
MMC Committee shall conduct a formal review of the Plan with a view toward
adopting an amended, new or successor plan (the "New Plan"). Upon the adoption
of such New Plan, no additional awards will be made under this Plan, but any
awards previously granted pursuant to this Plan shall remain subject to the
terms and conditions of this Plan. If, however, by the third anniversary of the
Special Transaction, the Committee and the MMC Committee are unable to agree to
the adoption of the New Plan, then

                           (1) each Class B Share and each share of Restricted
         Stock shall be converted into one (1) Class A Share;

                           (2) all Restricted Stock shall remain subject to the
         same vesting schedule and other terms and conditions as were in effect
         immediately prior to such third anniversary;

                           (3) each Option that is outstanding immediately prior
         to such third anniversary shall be converted into an Option for that
         number of Class A Shares equal to the number of Class B Shares subject
         to such Option, at an exercise price equal to the exercise price of
         such Option immediately prior to such third anniversary and otherwise
         subject to the same terms and conditions as such Option was subject to
         immediately prior to the Public Offering; and

                           (4) holders of vested Class A Shares resulting from
         the conversion described herein shall be entitled to such registration
         rights as may be deemed appropriate by the Committee with the approval
         of the MMC Committee; provided however, nothing contained herein shall
         limit the rights of such holders to sell their vested Class A Shares
         pursuant to Rule 144 promulgated under the Securities Act.

Section 10. Amendment, Modification, and Termination of the Plan

         (a) Amendment, Modification and Termination. The MMC Committee at any
time may terminate or suspend the Plan, and the Committee (with the approval of
the MMC Committee) may from time to time amend or modify the Plan. No right of
the MMC Committee under this Plan may be amended in absence of approval of the
MMC Committee of such amendment. No amendment, modification, termination or
suspension of the Plan shall in any manner materially adversely affect any award
theretofore granted under the Plan; provided, however, that notwithstanding the
above, the MMC Committee may amend, modify, terminate or suspend the Plan in any
manner if such amendment, modification, termination or suspension is approved by
holders of not less than 75% of the outstanding Class B Shares, shares of
Restricted Stock and Class B Shares subject to Options (in each case, whether or
not vested) who vote with respect to such amendment, modification, termination
or suspension; provided further that the Committee (with the approval of the MMC
Committee) may amend the Plan at any time without any such consent to the extent
necessary to ensure compliance with tax, securities or any other applicable
laws; and provided further that the MMC Committee, after consultation with the
Committee, may amend the Plan and the terms of any outstanding shares of
Restricted Stock, Class B Shares or Options, at any time and to the extent
necessary, in the opinion of MMC's independent public accountants, to insure
(while maintaining, to the extent

                                       20



practical, the economic and other rights of the holders of Class B Shares,
Restricted Stock and Options) that the Plan and the Class B Shares, Restricted
Stock and Options continue to qualify for "fixed accounting" under United States
generally accepted accounting principles.

         (b) Term of Plan; Plan Review. The Plan shall be effective as of the
Effective Date. The Plan shall continue in effect unless terminated in
accordance with Section 10(a). The provisions of the Plan, however, shall
continue thereafter to govern all outstanding Options, Restricted Stock and
Class B Shares theretofore acquired by Participants pursuant to the Plan. During
2007, the Committee and the MMC Committee shall conduct a formal review of the
Plan to determine its continued appropriateness.

Section 11. Miscellaneous Provisions

         (a) Dividends. In accordance with Section 4.2.3 of the Declaration of
Trust of Putnam, a Participant shall have the right to receive such dividends
per share with respect to the Participant's Restricted Stock and Class B Shares
as are declared from time to time per share with respect to Class A Shares,
except that (i) Restricted Stock and Class B Shares issued prior to January 1,
1998, shall not be entitled to any dividends declared or paid on or prior to
December 31, 1997, (ii) dividends payable with respect to Class A Shares in
additional Class A Shares, shall be payable with respect to Class B Shares in
additional Class B Shares, (iii) Putnam may pay dividends on Class A Shares
without paying a dividend on the Class B Shares provided such dividend is
approved by holders of not less than 75% of the outstanding Class B Shares and
shares of Restricted Stock who vote with respect to such proposed dividend
payment and (iv) Putnam may pay dividends on shares of Class A Common Stock
payable in additional shares of Class A Common Stock without paying a dividend
on the Class B Shares and Restricted Stock provided that the dividend,
liquidation and conversion rights of the Class B Shares and Restricted Stock are
equitably adjusted, including by amendment to the Plan pursuant to Section 10(a)
hereof, if appropriate, so that the economic and other rights of the Class B
Shares and Restricted Stock are not adversely affected. The foregoing
notwithstanding, the Committee may provide for optional or mandatory deferral of
any cash dividends with respect to Restricted Stock, provided that no additional
shares of Restricted Stock become issuable. The Participant shall not have a
right to receive dividends with respect to any Options.

         (b) Beneficiary Designation. Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) by whom any right under the Plan is to be
exercised in case of his death. Each designation will revoke all prior
designations by the same Participant, shall be in a form reasonably prescribed
by the Committee, and will be effective only when filed by the Participant in
writing with the Committee during his lifetime.

         (c) No Guarantee of Employment or Participation. Nothing in the Plan or
the Award Agreement shall interfere with or limit in any way the right of
Putnam, MMC or any Subsidiary to terminate any Participant's employment at any
time, or confer upon any Participant any right to continue in the employ of
Putnam, MMC or any Subsidiary. No Employee shall have a right to be selected as
a Participant or, having been so selected, to receive or purchase any Options or
Restricted Stock.

         (d) Tax Withholding. Putnam or the Subsidiary employing a Participant
shall have the power to withhold, or to require such Participant to remit to
Putnam or such Subsidiary, subject to such other arrangements as the Committee
may make, an amount sufficient to satisfy all federal, state, local and foreign
withholding tax requirements in respect of any Option or Restricted Stock
granted or sold under the Plan.

         (e) Indemnification. Each person who is or shall have been a member of
the Committee or of the Board or of the MMC Committee shall be indemnified and
held harmless by Putnam to the fullest extent permitted by law from and against
any and all losses, costs, liabilities and expenses (including any related
attorneys' fees and advances thereof) in connection with, based upon or arising
or resulting from any claim, action, suit or proceeding to which he may be made
a party or in which he may be involved by reason of any

                                       21



action taken or failure to act under the Plan and from and against any and all
amounts paid by him in settlement thereof, with Putnam's approval, or paid by
him or her in satisfaction of any judgment in any such action, suit or
proceeding against him or her, provided that he or she shall give Putnam an
opportunity, at its own expense, to defend the same before he or she undertakes
to defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive and shall be independent of any other rights of
indemnification to which such persons may be entitled under Putnam's Declaration
of Trust or By-laws, by contract, as a matter of law or otherwise.

         (f) No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of Putnam, MMC or any Subsidiary to establish other
plans or to pay compensation to its employees, in cash or property, in a manner
that is not expressly authorized under the Plan.

         (g) Securities Laws Compliance. The granting of Options, the granting
or sale of Restricted Stock and the issuance of Class B Shares shall be subject
to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. No
Options shall be granted under the Plan, and no Class B Shares or Restricted
Stock shall be issued under the Plan, if such grant, sale or issuance would
result in a violation of applicable law, including the federal securities laws
and any applicable state securities laws.

         (h) Voting Rights. Except as otherwise required by law or by this Plan,
no Participant holding any Options granted under the Plan shall have any right,
in respect of such Options, to vote on any matter submitted to Putnam's
stockholders. Except as otherwise required by law or provided below, no
Participant holding any Restricted Stock granted or sold under the Plan or any
Class B Shares acquired pursuant to the Plan shall have any right, with respect
to such Restricted Stock or Class B Shares, to vote on any matter submitted to
Putnam's stockholders. Notwithstanding the above, at such time as requested by
the MMC Committee, the Putnam Board shall take all steps as may be necessary to
amend the Declaration of Trust so that each Class B Share shall be entitled to
one-tenth of one vote per share (or such other voting rights as may be
determined by the MMC Committee) and to vote together with the Class A Shares on
all matters on which shareholders are generally entitled to vote. In approving
any such amendments to the Declaration of Trust, only the holders of Class A
Shares shall be entitled to vote, except to the extent holders of Class B Shares
have been granted voting rights prior thereto.

         (i) Certain Accounting Considerations. The Options and Restricted Stock
granted or sold pursuant to the Plan are intended to be subject to "fixed
accounting" under the United States Generally Accepted Accounting Principles and
shall be so interpreted to the extent such interpretation is consistent with the
purpose of the provisions being so interpreted.

         (j) Governing Law. The Plan, and all agreements thereunder, shall be
construed in accordance with and governed by the laws of the Commonwealth of
Massachusetts.

         (k) Limitation of Liability. To the extent that Putnam is a business
trust, the shareholders, trustees, officers, employees or agents of the trust,
in their capacity as such, shall not be personally liable for any claims arising
against the business trust related to the business trust's obligations or duties
under the Plan and all Participants and other parties to the Plan shall look
solely to the Trust Estate (as such term is defined in the Declaration of Trust
for the trust) for the payment of any claim arising against the business trust
related to the business trust's obligations or duties under the Plan or for the
performance of any obligations of the business trust under the Plan.
Notwithstanding the foregoing, Participants and other parties to the Plan shall
remain liable for any claims related to their individual obligations, duties and
performance imposed by the Plan.

                                       22

EX-10.13

                                                                   EXHIBIT 10.13

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                        MARSH & McLENNAN COMPANIES, INC.
                                  U.S. EMPLOYEE
                  2003 CASH BONUS AWARD VOLUNTARY DEFERRAL PLAN

1.       ELIGIBILITY

         All active U.S. employees of Marsh & McLennan Companies, Inc. (the
         "Corporation") and its subsidiaries who are designated as eligible for
         participation in the MMC Partners Bonus Plan or a Local Bonus Plan, and
         who are presently receiving an annual base salary of $150,000 or above,
         may, at management's discretion, be considered for participation in the
         Marsh & McLennan Companies, Inc. U.S. Employee 2003 Cash Bonus Award
         Voluntary Deferral Plan (the "2003 Plan"). Participants in the 2003
         Plan may make deferral elections pursuant to the rules outlined in
         Section 2 below.

2.       PROGRAM RULES

         Except as otherwise provided herein, the 2003 Plan shall be
         administered by the Compensation Committee of the Board of Directors of
         the Corporation (the "Committee"). The Committee shall have authority
         in its sole discretion to interpret the 2003 Plan and make all
         determinations, including the determination of bonus awards eligible to
         be deferred, with respect to the 2003 Plan. All determinations made by
         the Committee shall be final and binding. The Committee may delegate to
         any other individual or entity the authority to perform any or all of
         the functions of the Committee under the 2003 Plan, and references to
         the Committee shall be deemed to include any such delegate. Exercise of
         deferral elections under the 2003 Plan must be made in accordance with
         the following rules.

         a. RIGHTS TO AN AWARD AND TO A DEFERRAL ELECTION

                  (i)      2003 CASH BONUS DEFERRAL. The right of an employee to
                           a deferral election currently applies to the annual
                           cash bonus scheduled to be awarded in early 2004 in
                           respect of 2003 services, the payment of which bonus
                           would normally be made by the end of the first
                           quarter of the 2004 calendar year. The granting of
                           such an annual cash bonus award is discretionary, and
                           neither delivery of deferral election materials nor
                           an election to defer shall affect entitlement to such
                           an award. The right to a deferral election does not
                           apply to bonuses (including, but not limited to,
                           sign-on bonuses, commissions or non-annual incentive
                           payments) that are not awarded as part of an annual
                           cash bonus plan.

                  (ii)     2004 CASH BONUS DEFERRAL. The right of an employee to
                           a deferral election currently applies to the annual
                           cash bonus scheduled to be awarded in early 2005 in
                           respect of 2004 services, should the employee have a
                           guarantee for the bonus, the payment of which would
                           normally be made by the end of the first quarter of
                           the 2005 calendar year. The deferral of such a bonus
                           will be made pursuant to the U.S. Employee 2004 Cash
                           Bonus Award Voluntary Deferral Plan (the "2004 Plan")
                           and is contingent upon approval of the 2004 Plan by
                           the Committee. The terms and conditions for the 2004
                           Plan are expected to be essentially the same as for
                           the 2003 Plan.

         b.       ELECTION FORMS

                                       1



                  In order to ensure that elections to defer bonus amounts
                  (including such amounts for 2004 cash bonuses with a
                  guarantee) are effective under applicable tax laws, please
                  complete and sign the attached election form(s), and return
                  them (postmarked, delivered or faxed) no later than December
                  5, 2003. Form(s) should be returned, and any questions should
                  be directed, to:

                                 William Palazzo
                     Senior Manager, Executive Compensation
                        Marsh & McLennan Companies, Inc.
                           1166 Avenue of the Americas
                             New York, NY 10036-2774
                           Telephone #: (212) 345-5663
                           Facsimile #: (212) 345-4767

         c.       DEFERRAL OPTIONS

                  (i)      DEFERRAL AMOUNT. An eligible employee may elect to
                           defer a portion of such employee's bonus award until
                           January of a specific year ("year certain") or until
                           January of the year following retirement in an amount
                           represented by one of the following two choices:

                           1.       10% to 75% in 1% increments of the
                                    employee's cash bonus award, subject to a
                                    maximum limit established by the Committee,
                                    or

                           2.       the lowest of 10% to 75% in 1% increments of
                                    the employee's cash bonus award which
                                    results in a deferral of at least $10,000.

                           If the percentage selected times the amount of the
                           cash bonus award is less than $10,000, NO deferral
                           will be made or deducted from the award.

                  (ii)     2003 DEFERRED BONUS ACCOUNTS. If a deferral election
                           is made, deferrals may be made into one or both of
                           the two accounts which the Corporation shall make
                           available to the participating employee. The relevant
                           portion of the award deferral will be credited to the
                           relevant account on the first business day following
                           the date on which the bonus payment would have been
                           made had it not been deferred. The available accounts
                           for deferrals of bonuses (the "2003 Deferred Bonus
                           Accounts") shall consist of (a) the 2003 Putnam Fund
                           Account and (b) the 2003 Corporation Stock Account.
                           Amounts may not be transferred between the 2003
                           Corporation Stock Account and the 2003 Putnam Fund
                           Account.

                                       2







         d.       2003 PUTNAM FUND ACCOUNT

                  (i)      ACCOUNT VALUATION. The 2003 Putnam Fund Account is a
                           bookkeeping account, the value of which shall be
                           based upon the performance of selected funds of the
                           Putnam mutual fund group. The Corporation will
                           determine, in its sole discretion, the funds of the
                           Putnam mutual fund group into which deferrals may be
                           made. Deferrals among selected funds comprising the
                           2003 Putnam Fund Account must be made in multiples of
                           5% of the total amounts deferred into the 2003 Putnam
                           Fund Account. Deferred amounts will be credited to
                           the 2003 Putnam Fund Account with units each
                           reflecting one Class Y share of the elected fund.
                           Fractional units will also be credited to such
                           account, if applicable. The number of such credited
                           units will be determined by dividing the value of the
                           bonus award deferred into the elected fund by the net
                           asset value of such fund of the 2003 Putnam Fund
                           Account as of the close of business on the day on
                           which such bonus payment would have been made had it
                           not been deferred. All dividends paid with respect to
                           an elected fund of a 2003 Putnam Fund Account will be
                           deemed to be immediately reinvested in such fund.

                  (ii)     FUND REALLOCATIONS. Amounts deferred into a 2003
                           Putnam Fund Account may be reallocated between
                           eligible funds of these respective accounts pursuant
                           to an election which may be made daily. Such election
                           shall be effective, and the associated reallocation
                           shall be based upon the net asset values of the
                           applicable funds of the 2003 Putnam Fund Account, as
                           of the close of business on the business day the
                           election is received by facsimile or mail, if
                           received by 2:30 p.m. Eastern Time of that day. If
                           received later than 2:30 p.m., the election shall be
                           effective as of the close of business on the
                           following business day.

         e.       2003 CORPORATION STOCK ACCOUNT

                  (i)      ACCOUNT VALUATION. The 2003 Corporation Stock Account
                           is a bookkeeping account, the value of which shall be
                           based upon the performance of the common stock of the
                           Corporation. Amounts deferred into the 2003
                           Corporation Stock Account will be credited to such
                           account with units each reflecting one share of
                           common stock of the Corporation. Fractional units
                           will also be credited to such account, if applicable.
                           The number of such credited units will be determined
                           by dividing the value of the bonus award deferred
                           into the 2003 Corporation Stock Account (plus the
                           "supplemental amount" referred to in clause (ii)
                           below) by the closing price of the common stock of
                           the Corporation on the New York Stock Exchange on the
                           day on which such bonus payment would have been made
                           had it not been deferred. Dividends paid on the
                           common stock of the Corporation shall be reflected in
                           a participant's 2003 Corporation Stock Account by the
                           crediting of additional units in such account equal
                           to the value of the dividend and based upon the
                           closing price of the common stock of the Corporation
                           on the New York Stock Exchange on the date such
                           dividend is paid. Deferrals into the 2003 Corporation
                           Stock Account must be deferred to a date not earlier
                           than January 1, 2007. (For deferrals relating to 2004
                           bonuses with a guarantee, such deferrals will be
                           allocated into the 2004 Corporation Stock Account and
                           must be deferred to a date not earlier than January
                           1, 2008.)

                                       3



                  (ii)     SUPPLEMENTAL AMOUNT. With respect to that portion of
                           a bonus award which a participating employee defers
                           into the 2003 Corporation Stock Account, there shall
                           be credited to such participant's 2003 Corporation
                           Stock Account an amount equal to the amount deferred
                           into such account plus an additional amount equal to
                           15% of the amount so deferred (the "supplemental
                           amount"). The maximum percentage of any participating
                           employee's annual bonus award permitted to be
                           deferred into the 2003 Corporation Stock Account
                           (prior to giving effect to the supplemental amount)
                           is 50% of such award.

                  (iii)    STOCK DISTRIBUTIONS. Distributions from the 2003
                           Corporation Stock Account will be deposited
                           automatically via book entry for your personal
                           account with the Corporation's stock transfer agent.
                           If you (or you and your spouse, as joint tenants)
                           already have such an account with the stock transfer
                           agent, then the shares will be deposited into that
                           account. If you do not have such an account, then one
                           will be established in your name, and the shares will
                           be deposited in the account.

         f.       STATEMENT OF ACCOUNT

                  The Corporation shall provide periodically to each participant
                  (but not less frequently than once per calendar quarter) a
                  statement setting forth the balance to the credit of such
                  participant in such participant's 2003 Deferred Bonus
                  Accounts.

         g.       IRREVOCABILITY AND ACCELERATION

                  Subject to the provisions of paragraphs h. (iii) and h. (vii)
                  below, all deferral elections made under the 2003 Plan (and
                  the 2004 Plan) are irrevocable. However, the Committee may, in
                  its sole discretion, and upon finding that a participant has
                  demonstrated severe financial hardship, direct the
                  acceleration of the payment of any or all deferred amounts
                  then credited to the participant's 2003 Deferred Bonus
                  Accounts.

         h.       PAYMENT OF DEFERRED AMOUNTS

                  (i)      YEAR CERTAIN DEFERRALS. If the participant remains
                           employed until the deferral year elected, all amounts
                           relating to "year certain" deferrals will be paid in
                           a single distribution, less applicable withholding
                           taxes, in January of the deferral year elected, or
                           the participant may elect (at the time of the
                           original deferral election) to have distributions
                           from the 2003 Corporation Stock Account or the 2003
                           Putnam Fund Account, as the case may be, made in up
                           to fifteen (15) annual installments payable each
                           January commencing with the deferral year elected.
                           Annual installments will be paid in an amount, less
                           applicable withholding taxes, determined by
                           multiplying (i) the balance of the 2003 Corporation
                           Stock Account or the 2003 Putnam Fund Account, as the
                           case may be, by (ii) a fraction, the numerator of
                           which is 1 and the denominator of which is a number
                           equal to the remaining unpaid annual installments.

                                       4





                  (ii)     RETIREMENT DEFERRALS. For participants who retire,
                           amounts relating to deferrals until the year
                           following retirement will be paid in a single
                           distribution in January of the year following
                           retirement, or the participant may elect (at the time
                           of the original deferral election) to have
                           distributions from the 2003 Corporation Stock Account
                           or 2003 Putnam Fund Account, as the case may be, made
                           in up to fifteen (15) annual installments payable
                           each January commencing with the year following
                           retirement. Annual installments will be paid in an
                           amount, less applicable withholding taxes, determined
                           by multiplying (i) the balance of the 2003
                           Corporation Stock Account or 2003 Putnam Fund
                           Account, as the case may be, by (ii) a fraction, the
                           numerator of which is 1 and the denominator of which
                           is a number equal to the remaining unpaid annual
                           installments.

                  (iii)    REDEFERRAL ELECTION. Participants shall be permitted
                           to delay the beginning date of distribution and/or
                           increase the number of annual installments (up to the
                           maximum number permitted under the 2003 Plan) for
                           awards previously deferred or redeferred under the
                           2003 Plan (and the 2004 Plan), provided that the
                           redeferral election must be made at least one full
                           calendar year prior to the beginning date of
                           distribution.

                  (iv)     TERMINATION OF EMPLOYMENT PRIOR TO END OF DEFERRAL
                           PERIOD. Subject to the provisions of paragraph (vi)
                           below, in the event of termination of employment for
                           any reason prior to completion of the elected
                           deferral period, all amounts then in the
                           participant's 2003 Deferred Bonus Accounts will be
                           paid to the participant (or the participant's
                           designated beneficiary in the event of death) in a
                           single distribution, less applicable withholding
                           taxes, as soon as practicable after the end of the
                           quarter in which the termination occurred; PROVIDED,
                           HOWEVER, that, subject to the provisions of paragraph
                           (vi) below, upon a participant's retirement or
                           termination for total disability prior to completion
                           of the elected deferral period, all such amounts
                           shall be paid in January of the year following such
                           retirement or termination for total disability, as
                           the case may be.

                  (v)      DEATH DURING INSTALLMENT PERIOD. If a participant
                           dies after the commencement of payments from his or
                           her 2003 Deferred Bonus Accounts, the designated
                           beneficiary shall receive the remaining installments
                           over the elected installment period.

                  (vi)     SPECIAL RULES APPLICABLE TO 2003 CORPORATION STOCK
                           ACCOUNT. Notwithstanding any provision in the 2003
                           Plan to the contrary (other than the second sentence
                           of Section 2.i. above), with respect to a
                           participant's 2003 Corporation Stock Account, in the
                           event that prior to January 1, 2007, a participant's
                           employment terminates for total disability or
                           retirement, all amounts in such account will be paid
                           to the participant, less applicable withholding
                           taxes, in January of 2007. In the event that, prior
                           to January 2007, a participant's employment
                           terminates on account of death, or a participant
                           whose employment was earlier terminated for total
                           disability or retirement should die, the distribution
                           rule in paragraph (iv) above will apply. If, however,
                           the termination of employment prior to January 1,
                           2007 is on account of a reason other than death,
                           total disability or retirement, the participant will
                           receive, as soon as practicable following the end of
                           the quarter in which the termination occurred, a
                           single distribution, less applicable withholding
                           taxes, of (a) the balance of the participant's 2003
                           Corporation


                                       5



                           Stock Account less (b) the portion of such balance
                           attributable to the supplemental amount (including
                           earnings thereon), which portion shall be forfeited
                           in its entirety. For purposes of determining the
                           portion of the balance of the 2003 Corporation Stock
                           Account attributable to the supplemental amount, the
                           supplemental amount shall be increased or decreased
                           by the respective gain or loss in the 2003
                           Corporation Stock Account attributable to such
                           supplemental amount.

                  (vii)    ACCELERATION OF DISTRIBUTION. A participant may elect
                           to accelerate the distribution of all or a portion of
                           the 2003 Deferred Bonus Accounts for any reason prior
                           to the completion of the elected deferral period,
                           subject to the imposition of a significant penalty in
                           accordance with applicable tax rules. The penalty
                           shall be an account forfeiture equal to (i) 6% of the
                           amount that the participant elects to have
                           distributed from the 2003 Deferred Bonus Accounts and
                           (ii) 100% of any unvested supplemental amount as
                           provided in Section 2(e)(ii) above, including related
                           earnings, that the participant elects to have
                           distributed from the 2003 Corporation Stock Account.
                           Amounts distributed to the participant will be
                           subject to applicable tax withholding, but amounts
                           forfeited will not be subject to tax.

                  (viii)   CHANGE IN CONTROL. Notwithstanding any other
                           provision in the 2003 Plan to the contrary, in the
                           event of a "change in control" of the Corporation, as
                           defined in the Corporation's 2000 Senior Executive
                           Incentive and Stock Award Plan (the "2000 Senior
                           Executive Plan") and 2000 Employee Incentive and
                           Stock Award Plan (the "2000 Employee Plan"), all
                           amounts credited to a participant's 2003 Deferred
                           Bonus Accounts as of the effective date of such
                           change in control will be distributed within five
                           days of such change in control as a lump sum cash
                           payment, less applicable withholding taxes.

                  (ix)     FORM OF PAYMENT. All payments in respect of the 2003
                           Putnam Fund Account shall be made in cash and
                           payments in respect of the 2003 Corporation Stock
                           Account shall be made in shares of common stock of
                           the Corporation; provided, however, that in the event
                           of a change in control of the Corporation, payments
                           from the 2003 Corporation Stock Account shall be made
                           in cash based upon (A) the highest price paid for
                           shares of common stock of the Corporation in
                           connection with such change in control or (B) if
                           shares of common stock of the Corporation are not
                           purchased or exchanged in connection with such change
                           in control, the closing price of the common stock of
                           the Corporation on the New York Stock Exchange on the
                           last trading day on the New York Stock Exchange prior
                           to the date of the change in control.

         i.       TAX TREATMENT

                  Under present Federal income tax laws, no portion of the
                  balance credited to a participant's 2003 Deferred Bonus
                  Accounts will be includable in income for Federal income tax
                  purposes during the period of deferral. However, FICA tax
                  withholding is required currently on the cash bonus amount
                  (excluding any portion subject to a mandatory deferral)
                  awarded to the participant, and such withholding is required
                  on the supplemental amount in January of 2007. When any part
                  of the 2003 Deferred Bonus Accounts is actually paid to the
                  participant, such portion will be includable in income, and
                  Federal, state and local income tax withholding will

                                       6




                  apply. The Corporation may make necessary arrangements in
                  order to effectuate any such withholding, including the
                  mandatory withholding of shares of common stock of the
                  Corporation which would otherwise be distributed to a
                  participant.

         j.       BENEFICIARY DESIGNATION

                  Each participant shall have the right, at any time, to
                  designate any person or persons as beneficiary or
                  beneficiaries (both principal and contingent) to whom payment
                  shall be made under the 2003 Plan and every other Cash Bonus
                  Award Voluntary Deferral Plan for which the participant has or
                  will have an account balance (collectively, including the 2003
                  Plan, "the Plans"), in the event of death prior to complete
                  distribution to the participant of the amounts due under the
                  Plans. Any beneficiary designation may be changed by a
                  participant by the filing of such change in writing on a form
                  prescribed by the Corporation. The filing of a new beneficiary
                  designation form will cancel all beneficiary designations
                  previously filed and apply to all deferrals in the account. A
                  beneficiary designation form is attached for use by a
                  participant who either does not have such form on file or
                  wishes to make a change in the beneficiary designation. Upon
                  completion of the attached form, it should be forwarded to
                  William Palazzo, at the address set forth in Section 2.b.
                  above. If a participant does not have a beneficiary
                  designation in effect, or if all designated beneficiaries
                  predecease the participant, then any amounts payable to the
                  beneficiary shall be paid to the participant's estate. The
                  payment to the designated beneficiary or to the participant's
                  estate shall completely discharge the Corporation's
                  obligations under the Plans.

         k.       CHANGES IN CAPITALIZATION

                  If there is any change in the number or class of shares of
                  common stock of the Corporation through the declaration of
                  stock dividend or other extraordinary dividends, or
                  recapitalization resulting in stock splits, or combinations or
                  exchanges of such shares or in the event of similar corporate
                  transactions, each participant's 2003 Corporation Stock
                  Account shall be equitably adjusted by the Committee to
                  reflect any such change in the number or class of issued
                  shares of common stock of the Corporation or to reflect such
                  similar corporate transaction.

3.       AMENDMENT AND TERMINATION OF THE 2003 PLAN

         The Committee may, at its discretion and at any time, amend the 2003
         Plan in whole or in part. The Committee may also terminate the 2003
         Plan in its entirety at any time and, upon any such termination, each
         participant shall be paid in a single distribution, or over such period
         of time as determined by the Committee (not to extend beyond the
         earlier of 15 years or the elected deferral period), the then remaining
         balance in such participant's 2003 Deferred Bonus Accounts.

                                       7




4.       MISCELLANEOUS

         a.       A participant under the 2003 Plan is merely a general (not
                  secured) creditor, and nothing contained in the 2003 Plan
                  shall create a trust of any kind or a fiduciary relationship
                  between the Corporation and the participant or the
                  participant's estate. Nothing contained herein shall be
                  construed as conferring upon the participant the right to
                  continued employment with the Corporation or its subsidiaries,
                  or to a cash bonus award. Except as otherwise provided by
                  applicable law, benefits payable under the 2003 Plan may not
                  be assigned or hypothecated, and no such benefits shall be
                  subject to legal process or attachment for the payment of any
                  claim of any person entitled to receive the same. The adoption
                  of the 2003 Plan and any elections made pursuant to the 2003
                  Plan are subject to approval of the 2003 Plan by the
                  Committee.

         b.       Participation in the 2003 Plan is subject to these terms and
                  conditions and to the terms and conditions of (i) the 2000
                  Senior Executive Plan with respect to those participants
                  hereunder who are subject thereto and (ii) the 2000 Employee
                  Plan with respect to all other participants. Participation in
                  the 2003 Plan shall constitute an agreement by the participant
                  to all such terms and conditions and to the administrative
                  regulations of the Committee. In the event of any
                  inconsistency between these terms and conditions and the
                  provisions of the 2000 Senior Executive Plan or the 2000
                  Employee Plan, as applicable, the provisions of the latter
                  shall prevail. The 2000 Senior Executive Plan and the 2000
                  Employee Plan are not subject to any of the provisions of the
                  Employee Retirement Income Security Act Of 1974.

         c.       Not more than eight million (8,000,000) shares of the
                  Corporation's common stock, plus such number of shares
                  remaining unused under pre-existing stock plans approved by
                  the Corporation's stockholders, may be issued under the 2000
                  Senior Executive Plan.

         d.       Not more than eighty million (80,000,000) shares of the
                  Corporation's common stock, plus such number of shares
                  authorized and reserved for awards pursuant to certain
                  preexisting share resolutions adopted by the Corporation's
                  Board of Directors, may be issued under the 2000 Employee
                  Plan.

5.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

                                       8




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

         Participants may receive without charge, upon written or oral request,
         a copy of any of the documents incorporated herein by reference and any
         other documents that constitute part of this Prospectus by contacting
         Mr. William Palazzo, Senior Manager, Executive Compensation, as
         indicated above.

                                      9

EX-10.32

                                                                        Ex 10.32

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









               AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

                                       OF

                      TRIDENT III PROFESSIONALS FUND, L.P.

                 (A Cayman Islands Exempted Limited Partnership)

               This  Amended  and  Restated  Limited  Partnership
               Agreement of Trident III Professionals Fund, L.P.,
               dated  December 18, 2003,  amends and restates the
               Limited  Partnership   Agreement  of  Trident  III
               Professionals Fund, L.P., dated October 22, 2003







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





                                TABLE OF CONTENTS
                                -----------------




SECTION                                                                                               PAGE
- -------                                                                                               ----

SECTION 1
                                                                                                     
ORGANIZATION; ETC........................................................................................1

   1.1  Amendment and Restatement of the Initial Agreement; Filings, etc.................................1
   1.2  Name and Offices.................................................................................2
   1.3  Purposes.........................................................................................2
   1.4  Term.............................................................................................3
   1.5  Fiscal Year......................................................................................3
   1.6  Partnership Powers...............................................................................3

SECTION 2

THE GENERAL PARTNER......................................................................................4

   2.1  Management.......................................................................................4
   2.2  Limitations on the General Partner...............................................................5
   2.3  Reliance by Third Parties........................................................................5
   2.4  Expenses.........................................................................................5
   2.5  Liability of the General Partner and the Manager.................................................5
   2.6  Conflicts of Interest............................................................................6
   2.7  Transfer or Withdrawal by the General Partner....................................................7
   2.8  Certain Other Relationships......................................................................8

SECTION 3

LIMITED PARTNERS.........................................................................................8

   3.1  Limited Partners.................................................................................8
   3.2  No Participation in Management, etc..............................................................8
   3.3  Limitation of Liability..........................................................................8
   3.4  No Priority, etc.................................................................................9

SECTION 4

INVESTMENTS..............................................................................................9

   4.1  Investments in Portfolio Companies...............................................................9
   4.2  Temporary Investments...........................................................................10


                                i





SECTION 5

                                                                                                     
CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS..............................................................10

   5.1  Capital Contributions and Capital Commitments of the Partners...................................10
   5.2  Excused Investments.............................................................................11
   5.3  Defaulting Limited Partners.....................................................................12
   5.4  Termination of Employment (other than Tier 1 Limited Partners)..................................14
   5.5  Termination of a Tier 1 Limited Partner.........................................................16
   5.6  Special Consequences of Termination of Any Profits Limited Partner..............................17
   5.7  Further Actions.................................................................................17

SECTION 6

CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING...............................................18

   6.1  Capital Accounts................................................................................18
   6.2  Adjustments to Capital Accounts.................................................................18
   6.3  Distributions...................................................................................18
   6.4  Tax Distributions...............................................................................19
   6.5  Other Provisions................................................................................19
   6.6  Distributions of Securities.....................................................................20
   6.7  Negative Capital Accounts.......................................................................20
   6.8  No Withdrawal of Capital........................................................................20
   6.9  Allocations.....................................................................................20
   6.10  Tax Matters....................................................................................20
   6.11  Withholding Taxes..............................................................................21
   6.12  Clawback by Profits Limited Partners...........................................................23
   6.13  Final Distribution.............................................................................23

SECTION 7

THE MANAGER.............................................................................................23

SECTION 8

BANKING; ACCOUNTING; BOOKS AND RECORDS; ADMINISTRATIVE SERVICES.........................................24

   8.1  Banking.........................................................................................24
   8.2  Maintenance of Books and Records; Access........................................................24
   8.3  Partnership Tax Returns.........................................................................25


                                ii





                                                                                                     
   8.4  Valuation.......................................................................................25

SECTION 9

REPORTS TO PARTNERS.....................................................................................25

   9.1  Independent Auditors............................................................................25
   9.2  Reports to Current Partners.....................................................................25
   9.3  United States Federal Income Tax Information....................................................26
   9.4  Additional Information..........................................................................26

SECTION 10

INDEMNIFICATION OF COVERED PERSONS......................................................................26

   10.1  Indemnification of Covered Persons.............................................................26
   10.2  Expenses, etc..................................................................................28
   10.3  Notices of Claims, etc.........................................................................28
   10.4  No Waiver......................................................................................28
   10.5  Covered Persons May Rely and Enforce...........................................................29

SECTION 11

TRANSFER OF LIMITED PARTNERSHIP INTERESTS; WITHDRAWAL OF LIMITED PARTNERS...............................29

   11.1  Admission, Substitution and Withdrawal of Limited Partners; Assignment.........................29
   11.2  Additional Limited Partners....................................................................32

SECTION 12

DEATH, INCOMPETENCY OR BANKRUPTCY OR DISSOLUTION OF PARTNERS............................................35

   12.1  Bankruptcy, Dissolution of the General Partner.................................................35
   12.2  Death, Incompetence, Bankruptcy, Dissolution or Withdrawal of a Limited Partner................35

SECTION 13

DURATION AND TERMINATION OF PARTNERSHIP.................................................................35

   13.1  Duration.......................................................................................35
   13.2  Distribution Upon Dissolution..................................................................36


                               iii






                                                                                                     
   13.3  Distributions in Cash or in Kind...............................................................37
   13.4  Time for Liquidation, etc......................................................................38
   13.5  General Partner and Manager Not Personally Liable for Return of Capital Contributions..........38
   13.6  Reorganization of the Partnership..............................................................38

SECTION 14

DEFINITIONS.............................................................................................41


Section 15

AMENDMENTS; POWER OF ATTORNEY...........................................................................49

   15.1  Amendments.....................................................................................49
   15.2  Power of Attorney..............................................................................50
   15.3  Further Actions of the Limited Partners........................................................53

Section 16

MISCELLANEOUS PROVISIONS................................................................................53

   16.1  Notices........................................................................................53
   16.2  Counterparts...................................................................................54
   16.3  Table of Contents and Headings.................................................................54
   16.4  Successors and Assigns.........................................................................54
   16.5  Severability...................................................................................54
   16.6  Non-Waiver.....................................................................................54
   16.7  Applicable Law (Submission to Jurisdiction)....................................................54
   16.8  Confidentiality................................................................................54
   16.9  Survival of Certain Provisions.................................................................55
   16.10  Waiver of Partition...........................................................................55
   16.11  Entire Agreement..............................................................................55
   16.12  Currency......................................................................................56


                               iv



         This Amended and Restated Limited Partnership Agreement (as from time
to time amended, supplemented or restated, this "AGREEMENT") of TRIDENT III
PROFESSIONALS FUND, L.P., a Cayman Islands exempted limited partnership (the
"PARTNERSHIP"), is made and entered into on December 18, 2003, for the purpose
of amending and restating the Limited Partnership Agreement of the Partnership,
dated October 22, 2003 (the "INITIAL AGREEMENT"). Capitalized terms used herein
without definition have the meanings specified in Section 14.

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Partnership is an exempted limited partnership, organized
under the laws of the Cayman Islands pursuant to the Partnership Law, originally
between the General Partner and the Initial Limited Partner;

         WHEREAS, the Partnership was constituted pursuant to the Initial
Agreement, and the General Partner made such registrations with the Registrar of
Exempted Limited Partnerships in the Cayman Islands as were necessary to effect
the registration of the Partnership as an exempted limited partnership under the
Partnership Law;

             NOW, THEREFORE, in consideration of the premises and the mutual
promises contained in this Agreement, the parties hereto hereby agree as
follows:

                                    SECTION 1

                               ORGANIZATION; ETC.

         1.1 AMENDMENT AND RESTATEMENT OF THE INITIAL AGREEMENT; FILINGS, ETC.
(a) GENERAL. The General Partner, the Initial Limited Partner and the Persons
from time to time listed in the Partnership Register as limited partners of the
Partnership (in their capacities as limited partners of the Partnership, the
"LIMITED PARTNERS", and the General Partner and the Limited Partners being
herein referred to collectively as the "PARTNERS", both such terms to include
any Person hereafter admitted to the Partnership as a Limited Partner or a
General Partner, as the case may be, in accordance with the terms hereof, and to
exclude any Person that ceases to be a Partner in accordance with the terms
hereof), hereby amend the Initial Agreement in its entirety by deleting it and
replacing it with this Agreement. The parties hereto hereby agree to continue
the Partnership as a limited partnership under and pursuant to the provisions of
the Partnership Law and agree that the rights, duties and liabilities of the
Partners shall be as provided in the Partnership Law, except as otherwise
provided herein. A Person shall be admitted as a limited partner of the
Partnership at the time that (i) the Agreement, a Power of Attorney and a
Subscription Agreement, or counterparts thereof are executed by or on behalf of
such Person and are accepted by the General Partner and (ii) such Person is
listed by the


                                       1


General Partner as a Limited Partner in the Partnership Register.
Immediately following the admission of Limited Partners at the Initial Closing,
the Initial Limited Partner shall cease to be a partner of the Partnership and
the Partnership shall return the original capital contribution made by the
Initial Limited Partner, who shall have no further rights or claims against, or
obligations as a partner of, the Partnership.

         (b) PARTNERSHIP REGISTER. The General Partner shall cause to be
maintained in the registered and principal offices of the Partnership a register
of limited partnership interests of the Partnership setting forth the name,
mailing address, Capital Commitment and group (as set forth in Section 3.1) of
each Partner along with such other information as required by Section 11(1) of
the Partnership Law (the "PARTNERSHIP REGISTER"). The Partnership Register shall
from time to time be updated as necessary and in accordance with the Partnership
Law to maintain the accuracy of the information contained therein. Except as may
otherwise be provided herein, any reference in this Agreement to the Partnership
Register shall be deemed to be a reference to the Partnership Register as in
effect from time to time. Subject to the terms of this Agreement, the General
Partner may authorize any action permitted hereunder in respect of the
Partnership Register without any need to obtain the consent of any other
Partner.

         1.2 NAME AND OFFICES. The name of the Partnership is Trident III
Professionals Fund, L.P. The Partnership shall have its registered office in the
Cayman Islands at the offices of Walkers SPV Limited, Walkers House, Mary
Street, P.O. Box 908 GT, Georgetown, Grand Cayman, Cayman Islands at which shall
be kept the records required to be maintained under the Partnership Law, at
which the service of process on the Partnership may be made and to which all
notices and communications may be addressed. The General Partner may designate
from time to time another office in the Cayman Islands as the Partnership's
registered office. The Partnership shall have its initial principal office for
its activities at 20 Horseneck Lane, Greenwich, CT 06830, United States of
America. The General Partner may designate from time to time another office
within or without the United States as the Partnership's principal office for
its investment activities. The Partnership may from time to time have such other
office or offices within or without the Cayman Islands as may be designated by
the General Partner.

         1.3 PURPOSES. Subject to the other provisions of this Agreement, the
purposes and business of the Partnership are to co-invest with Trident III,
L.P., a Cayman Islands exempted limited partnership (the "INSTITUTIONAL FUND"
and, together with any other investment funds and separate accounts organized by
or managed by MMC or its Affiliates and authorized to co-invest with the
Institutional Fund in Portfolio Companies, the "CO-INVESTMENT FUNDS") and to
engage in such other activities as the General Partner deems necessary,
advisable, convenient or incidental thereto, to engage in any business which may
lawfully be conducted by a limited partnership formed pursuant to the
Partnership Law and to carry on any activities relating thereto or arising
therefrom,



                                       2


including without limitation anything incidental, ancillary or necessary to the
foregoing, PROVIDED that the Partnership shall not undertake business with the
public in the Cayman Islands other than so far as may be necessary for the
carrying on of the activities of the Partnership exterior to the Cayman Islands.

         1.4 TERM. The term of the Partnership commenced on the date set forth
in the statement (as it may be amended from time to time, the "STATEMENT")
effecting its registration as an exempted limited partnership pursuant to
Section 9 of the Partnership Law and shall continue, unless the Partnership is
sooner dissolved, until the end of the term of the Institutional Fund (such
term, as so extended, being referred to as the "TERM"), PROVIDED, that the
General Partner in its sole discretion may extend such Term. Notwithstanding the
expiration of the Term, the Partnership shall continue until notice of
dissolution of the Partnership is filed in accordance with Section 13.4(b) and
in the manner provided in the Partnership Law.

         1.5 FISCAL YEAR. The Fiscal Year of the Partnership shall end on the
31st day of December in each year. The Partnership shall have the same Fiscal
Year for income tax and for financial and partnership accounting purposes.

         1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in
Section 1.3 and without limiting the generality of Section 2.1, the Partnership
and the General Partner, acting on behalf of the Partnership or on its own
behalf and in its own name, as appropriate, shall be empowered to do or cause to
be done any and all acts deemed by the General Partner, in its sole judgment, to
be necessary, advisable, appropriate, proper, convenient or incidental to or for
the furtherance of the purposes of the Partnership including, without
limitation, the power and authority:

                  (a) to acquire, hold, manage, own and Transfer the
         Partnership's interests in Securities or any other investments made or
         other property or assets held by the Partnership;

                  (b) to establish, have, maintain or close one or more offices
         within or without the Cayman Islands and in connection therewith to
         rent or acquire office space and to engage personnel;

                  (c) to open, maintain and close bank and brokerage (including,
         without limitation, margin) accounts, including, without limitation, to
         draw checks or other orders for the payment of moneys, to exchange U.S.
         dollars held by the Partnership into non-U.S. currencies and vice
         versa, to enter into currency forward and futures contracts and to
         hedge Portfolio Investments, and to invest funds in Temporary
         Investments;





                                       3


                  (d) to bring, defend, settle and dispose of Proceedings at law
         or in equity or before any Governmental Authority;

                  (e) to retain and remove consultants, custodians, attorneys,
         placement agents, accountants, actuaries and such other agents and
         employees of the Partnership as it may deem necessary or advisable, and
         to authorize each such agent and employee to act for and on behalf of
         the Partnership;

                  (f) to retain the Manager, as contemplated by Section 7.1, to
         render investment advisory and managerial services to the Partnership;

                  (g) to execute, deliver and perform its obligations under the
         Subscription Agreements and any agreements to induce any Person to
         purchase limited partnership interests in the Partnership, without any
         further act, approval or vote of any Partner;

                  (h) to make all elections, investigations, evaluations and
         decisions, binding the Partnership thereby, that may, in the sole
         discretion of the General Partner, be necessary, appropriate, desirable
         or convenient for the acquisition, holding or Transfer of Securities
         for the Partnership;

                  (i) to enter into, deliver, perform and carry out contracts
         and agreements of every kind necessary or incidental to the offer and
         sale of limited partner interests in the Partnership, to the
         acquisition, holding and Transfer of Securities, or otherwise, to the
         accomplishment of the Partnership's purposes, and to take or omit to
         take such other action in connection with such offer and sale, with
         such acquisition, holding or Transfer, or with the business of the
         Partnership as may be necessary, desirable or convenient to further the
         purposes of the Partnership;

                  (j) to borrow money and to issue guarantees; and

                  (k) to carry on any other activities necessary to, in
         connection with, or incidental to any of the foregoing or the
         Partnership's business.

                                   Section 2

                               THE GENERAL PARTNER

         2.1 MANAGEMENT. The management, control and operation of and the
determination of policy with respect to the Partnership and its affairs shall be
vested exclusively in the General Partner (acting directly or through its duly
appointed agents), which is hereby authorized and empowered on behalf and in the
name of the Partnership, subject to Section 2.2 and the other terms of this
Agreement, to carry out any and all of the objects and purposes of the
Partnership and to perform all acts and enter into and

                                       4


perform all contracts and other undertakings that it may in its sole discretion
deem necessary, advisable, convenient or incidental thereto. The General Partner
may exercise on behalf of the Partnership, and may delegate to the Manager, all
of the powers set forth in Section 1.6, PROVIDED, that the management and the
conduct of the activities of the Partnership shall remain the sole
responsibility of the General Partner and all decisions relating to the
selection and disposition of the Partnership's investments shall be made
exclusively by the General Partner in accordance with this Agreement. The
General Partner is hereby authorized to appoint a successor general partner.

         2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

                  (a) do any act in contravention of any applicable law or
         regulation, or any provision of this Agreement or of the Statement;

                  (b) possess Partnership property for other than a Partnership
         purpose;

                  (c) admit any Person as a general partner of the Partnership
         except as permitted by this Agreement and the Partnership Law;

                  (d) admit any Person as a Limited Partner except as permitted
         by this Agreement and the Partnership Law;

                  (e) Transfer its interest in the Partnership except as
         permitted by this Agreement and the Partnership Law; or

                  (f) permit the registration or listing of interests in the
         Partnership on an "established securities market," as such term is used
         in Treasury Regulations section 1.7704-1.

         2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and
its duly appointed agents (including, without limitation, the Manager), no
Person shall be required to inquire as to the General Partner's or any such
agent's authority to bind the Partnership.

         2.4 EXPENSES. All Partnership Expenses and Organizational Expenses
shall be paid by the Partnership.

         2.5 LIABILITY OF THE GENERAL PARTNER AND THE MANAGER. (a) GENERAL.
Except as provided in the Partnership Law, the General Partner has the
liabilities of a partner in a partnership without limited partners to (I) the
Partnership and the other Partners and (II) subject to the other provisions of
this Agreement, to Persons other than the Partnership and the other Partners. No
Covered Person shall be liable to the Partnership or any Partner for any act or
omission taken or suffered by such Covered Person in good faith. No Partner
shall be liable to the Partnership or any Partner for any action taken by



                                       5


any other Partner. To the extent that, at law or in equity, a Covered Person has
duties and liabilities to the Partnership or to the Partners, such Covered
Person acting under this Agreement or otherwise shall not be liable to the
Partnership or any Partner for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent they expressly
restrict, replace or modify the duties and liabilities of a Covered Person
otherwise existing at law or in equity, are agreed by the Partners to restrict,
replace or modify such other duties and liabilities of such Covered Person.
Except as otherwise expressly provided in this Agreement, the General Partner
shall not be liable for the return of all or any portion of the Limited
Partner's Capital Accounts or Capital Contributions.

         (b) RELIANCE. A Covered Person (I) shall incur no liability in acting
upon any signature or writing believed by it to be genuine, (II) may rely on a
certificate signed by an officer of any Person in order to ascertain any fact
with respect to such Person or within such Person's knowledge, and (III) may
rely on an opinion of counsel selected by such Covered Person with respect to
legal matters. Each Covered Person may act directly or through its agents or
attorneys. Each Covered Person may consult with counsel, appraisers, engineers,
accountants, actuaries, auditors and other skilled Persons of its choosing, and
shall not be liable for anything done, suffered or omitted in good faith
reliance upon the advice of any of such Persons. No Covered Person shall be
liable to the Partnership or any Partner for any error of judgment made in good
faith by a responsible officer or officers of the Covered Person. Except as
otherwise provided in this Section 2.5, no Covered Person shall be liable to the
Partnership or any Partner for any mistake of fact or judgment by the Covered
Person in conducting the affairs of the Partnership or otherwise acting in
respect of and within the scope of this Agreement.

         (c) DISCRETION. Whenever in this Agreement the General Partner or the
Manager is permitted or required to make a decision (I) in its "sole discretion"
or "discretion" or under a grant of similar authority or latitude, the General
Partner or the Manager, as the case may be, shall be entitled to consider such
interests and factors as it deems appropriate, including, without limitation,
its own interests, or (II) in its "good faith" or under another expressed
standard, the General Partner or the Manager, as the case may be shall act under
such express standard and shall not be subject to any other or different
standard imposed by this Agreement or any other agreement or by relevant
provisions of law or in equity or otherwise. If any questions should arise with
respect to the operation of the Partnership, which are not otherwise
specifically provided for in this Agreement or the Partnership Law, or with
respect to the interpretation of this Agreement, the General Partner is hereby
authorized to make a final determination with respect to any such question and
to interpret this Agreement in good faith, and its determination and
interpretation so made shall be final and binding on all parties.

         2.6 CONFLICTS OF INTEREST. (a) POTENTIAL CONFLICTS OF INTEREST. While
the Manager and the General Partner intend to avoid situations involving
conflicts of interest, each



                                       6


Limited Partner acknowledges that there may be situations in which the interests
of the Partnership, with respect to a Portfolio Company or otherwise, may
conflict with the interests of the General Partner, the Manager or their
respective Affiliates. Each Limited Partner agrees that the activities of the
General Partner, the Manager, and their respective Affiliates not prohibited by
this Agreement may be engaged in by the General Partner, the Manager or any such
Affiliate, as the case may be, and will not, in any case or in the aggregate, be
deemed a breach of this Agreement or any duty owed by any such Person to the
Partnership or to any Partner.

         (b) ACTUAL CONFLICTS OF INTEREST. On any issue involving actual
conflicts of interest not provided for elsewhere in this Agreement, each of the
Manager and the General Partner will be guided by its good faith judgment as to
the best interests of the Partnership and shall take such actions as are
determined by the Manager and the General Partner, as the case may be, to be
necessary or appropriate to ameliorate any such conflict of interest. If the
General Partner or the Manager takes an action in respect of a matter giving
rise to a conflict of interest, neither the General Partner nor the Manager nor
any of their respective Affiliates shall have any liability to the Partnership
or any Limited Partner for actions in respect of such matter taken in good faith
by them.

         2.7 TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER. To the extent
permitted by law,

                  (a) the General Partner may at its election convert to a
         limited partnership, limited liability company or other entity formed
         under the laws of the Cayman Islands or any other jurisdiction, or

                  (b) the General Partner may Transfer its interest as the
         general partner of the Partnership to, or be merged with and into, a
         limited partnership, limited liability company or other entity formed
         under the laws of the Cayman Islands or any other jurisdiction for the
         purpose of serving as the general partner of the Partnership,

but only if in any such case the partners of such limited partnership, the
members of such limited liability company or the equity holders of such other
entity, as the case may be, include the Persons that are the general partners or
the controlling equity holders of the General Partner. Upon any such conversion
to such a limited partnership, limited liability company or other entity, or any
such Transfer by or merger of the General Partner to or with such a limited
partnership, limited liability company or other entity, such limited
partnership, limited liability company or other entity shall be deemed to be the
same Person as the General Partner for all purposes of this Agreement. All
Subscription Agreements applicable to the Partnership that are in effect at the
time of any such conversion, Transfer or merger shall thereafter continue in
full force and effect.



                                       7


         2.8 CERTAIN OTHER RELATIONSHIPS. MMC, the General Partner, the Manager,
and any of their respective Affiliates may organize, sponsor or manage, private
investment funds, including, without limitation, funds having primary investment
objectives and policies substantially the same as those of the Partnership.
Other than as expressly contemplated herein, this Agreement shall not restrict
or limit the activities of MMC, the General Partner, the Manager or any of their
respective Affiliates.

                                   SECTION 3

                                LIMITED PARTNERS

         3.1 LIMITED PARTNERS. Limited Partners shall be divided into groups as
follows:

                  (a) "EMPLOYER LIMITED PARTNERS" shall be those Limited
         Partners designated as such in the Partnership Register.

                  (b) "PROFITS LIMITED PARTNERS" shall be those Limited Partners
         designated as such in the Partnership Register.

                  (c) "CASH LIMITED PARTNERS" shall be those Limited Partners
         designated as such in the Partnership Register.

The Associated Commitments of the Profits Limited Partners shall be associated
on the records of the Partnership with the Capital Commitment of the relevant
Employer Limited Partner.

         3.2 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its
capacity as a limited partner of the Partnership, shall take part in the
management or control of the Partnership's affairs, transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. No Limited Partner shall have the right to vote for the election,
removal or replacement of the General Partner, except that, upon an event
causing the immediate dissolution of the Partnership pursuant to Section 15 of
the Partnership Law or Section 13.1 of this Agreement, the Limited Partners may
vote to unanimously elect one or more new general partners of the Partnership
pursuant to Section 15 of the Partnership Law. No provision of this Agreement
shall obligate any Limited Partner to refer investments to the Partnership or
restrict any investments that a Limited Partner may make.

         3.3 LIMITATION OF LIABILITY. Except as may otherwise be provided by the
Partnership Law or in Section 10.1(b) or Section 6.12 or otherwise herein, the
liability of a Limited Partner for any loss of the Partnership shall not exceed
the sum of (A) the amount of its Capital Commitment, if any, (B) its interest in
the undistributed assets of the Partnership, (C) its obligation to make other
payments expressly provided for in this




                                       8


Agreement, and (D) its liability under any applicable law, including without
limitation the Partnership Law.

         3.4 NO PRIORITY, ETC. No Limited Partner shall have priority over any
other Limited Partner either as to the return of the amount of its Capital
Contribution to the Partnership or, except as provided in Section 6, as to any
allocation of income, gain, deduction or loss.

                                    SECTION 4

                                   INVESTMENTS

         4.1 INVESTMENTS IN PORTFOLIO COMPANIES. (a) CO-INVESTMENT. The
Partnership shall co-invest (and, in connection with such co-investments
acquire, hold, manage and Transfer Securities) with the other Co-Investment
Funds in a manner determined in the by the general partner of the Institutional
Fund pursuant to the Institutional Fund Agreement; PROVIDED that in all
instances the Partnership shall co-invest with the other Co-Investment Funds PRO
RATA (allowing for rounding) on the basis of committed capital in the same class
or classes of Securities acquired by the Co-Investment Funds on the same terms
and at the same time as the Co-Investment Funds, except that the Partnership may
purchase from the Co-Investment Funds its PRO RATA share of any portfolio
investment acquired by the Co-Investment Funds prior to a Closing Date at the
acquisition cost to the Co-Investment Funds, plus interest (calculated from the
date the Co-Investment Funds acquired such investment) at a rate per annum equal
to the Prime Rate plus two percent (2%).

         (b) REINVESTMENT. Proceeds from the disposition of Portfolio
Investments may, in the sole discretion of the General Partner, be retained and
reinvested by the Partnership to the same extent that the Institutional Fund is
permitted by the Institutional Fund Agreement to reinvest proceeds from the
disposition of such financings and investments.

         (c) SPECIAL INVESTMENT VEHICLE. If the General Partner determines in
its sole discretion for legal, tax, regulatory or other reasons that it is
appropriate for any or all of the Partners to participate in one or more
investments, each of which would be a Portfolio Investment if it were made by
the Partnership, through an entity other than the Partnership, the General
Partner may structure the making of such investment or investments outside of
the Partnership by requiring each such Partner, subject to Section 5.2, to
contribute capital to an alternative entity (each, a "SPECIAL INVESTMENT
VEHICLE") that, in lieu of the Partnership, will invest in such investment or
investments. In such event, (i) each such Partner shall make a capital
commitment directly to such Special Investment Vehicle, subject to Section 5.2,
and such capital commitment shall reduce the Capital Commitments of such Partner
to the same extent, and (ii) each Limited Partner shall participate in the
Special Investment Vehicle pursuant to the Power of




                                       9


Attorney executed by such Limited Partner, and documentation with respect to
such Special Investment Vehicle shall be executed and delivered on behalf of
each such Limited Partner by the General Partner pursuant to such Power of
Attorney. The economic terms of the organizational documents of any Special
Investment Vehicle will be substantially similar in all material respects to
those of the Partnership.

         (d) BLOCKER STRUCTURE. If the General Partner determines, in its sole
discretion, that a Portfolio Investment may give rise to material taxable income
which is (or is taken into account as if it were) effectively connected with the
conduct of a trade or business within the United States to a Limited Partner
subject to tax on such income under section 871(b) or 897 of the Code, the
General Partner may cause the Partnership to invest in such Portfolio Investment
through an entity treated as a corporation for United States federal income tax
purposes, in which event the General Partner may utilize one or more Special
Investment Vehicles and/or subsidiaries of the Partnership.

         (e) PARTICIPATION. The Partners shall participate in Portfolio
Investments in proportion to their Available Capital Commitments.

         4.2 TEMPORARY INVESTMENTS. The General Partner may invest funds held by
the Partnership in Temporary Investments pending investment in Portfolio
Investments, pending distribution or for any other purpose.

                                   SECTION 5

                   CAPITAL CONTRIBUTIONS; CAPITAL COMMITMENTS

         5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS. (a)
CAPITAL CONTRIBUTIONS. Except as otherwise provided herein, each Partner (other
than the Profits Limited Partners) shall make Capital Contributions to the
Partnership in the aggregate amount of the Capital Commitment of such Partner as
set forth opposite its name in the Partnership Register, PROVIDED that, except
as otherwise provided herein, the Partners (other than the Profits Limited
Partners) shall make such Capital Contributions to the Partnership (i) in
respect of Portfolio Investments, PRO RATA based on the Capital Commitments or
Remaining Capital Commitments, as determined with respect to each Portfolio
Investment by the General Partner in its sole discretion, of all the Partners
(other than Defaulting Cash Limited Partners and Limited Partners (including,
without limitation, an Employer Limited Partner in respect of an associated
Profits Limited Partner) excused from making such a Capital Contribution
pursuant to Section 5.2), and (ii) in respect of Organizational Expenses and
Partnership Expenses, PRO RATA based on the Capital Commitments of all the
Partners (other than Defaulting Cash Limited Partners), and PROVIDED FURTHER
that in respect of each Partner, such Partner's aggregate Capital Contributions
shall not exceed such Partner's Capital Commitment.



                                       10



         (b) DRAWDOWNS. Except as otherwise provided herein, the Capital
Contributions of each Partner (other than the Profits Limited Partners), shall
be paid in separate Drawdowns, subject to the following terms and conditions:

                  (i) The General Partner shall provide each Employer Limited
         Partner and each Cash Limited Partner with a notice (as the same may be
         revised by the General Partner in its sole discretion, the "DRAWDOWN
         NOTICE") at least 3 days prior to the date of Drawdown. Each such
         Partner shall pay to the Partnership the Capital Contribution of such
         Partner as specified in the Drawdown Notice, in cash or other
         immediately available funds by the date of Drawdown specified in the
         Drawdown Notice.

                  (ii) Subject to Section 5.2, each Limited Partner (other than
         the Profits Limited Partners) shall pay to the Partnership the Capital
         Contribution of such Partner in respect of Portfolio Investments,
         Partnership Expenses or Organizational Expenses, as the case may be, as
         specified in the Drawdown Notice (as the same may be revised), in cash
         or other immediately available funds by the date of Drawdown specified
         in the Drawdown Notice.

                  (iii) Each Capital Contribution by an Employer Limited Partner
         in respect of a Capital Commitment shall be associated on the records
         of the Partnership with the Profits Limited Partner with which such
         Capital Commitment is associated.

         (c) CREDITORS. The provisions of this Section 5.1 are intended solely
to benefit the Partners and, to the fullest extent permitted by applicable law,
shall not be construed as conferring any benefit upon any creditor of the
Partnership (and no such creditor shall be a third party beneficiary of this
Agreement), and no Partner shall have any duty or obligation to any creditor of
the Partnership to make any Capital Contributions or to cause the General
Partner to deliver a Drawdown Notice.

         5.2 EXCUSED INVESTMENTS. The General Partner may, in its sole
discretion, excuse, in whole or in part, any Limited Partner from participation
in any Portfolio Investment if the General Partner, in its sole discretion, has
determined that any such participation (i) may constitute a conflict of interest
for such Limited Partner, the Partnership or any other Co-Investment Fund, (ii)
may subject such Limited Partner, the Partnership or any other Co-Investment
Fund to a material tax or material regulatory requirement to which it or they
would not otherwise be subject, or which is reasonably likely to materially
increase any such material tax or material regulatory requirement beyond what it
would otherwise have been, or (iii) may cause a Material Adverse Effect. In the
event that, pursuant to the immediately preceding sentence, the General Partner
excuses a Profits Limited Partner with respect to participation in a Portfolio
Investment, the Associated Contribution of the Employer Limited Partner
associated with such Profits Limited Partner shall be excused. For the avoidance
of doubt, there will be no reduction




                                       11


in the Remaining Associated Commitment of an Employer Limited Partner with
respect to an excused Profits Limited Partner associated with such Employer
Limited Partner.

         5.3 DEFAULTING LIMITED PARTNERS. (a) CASH LIMITED PARTNERS. If any Cash
Limited Partner fails to contribute, in a timely manner, any portion of the
Capital Commitment required to be contributed by such Cash Limited Partner
hereunder or pursuant to such Cash Limited Partner's Subscription Agreement, or
any portion of the amounts determined pursuant to Section 10.1 to be required to
be contributed by such Cash Limited Partner, and any such failure continues for
ten Business Days after receipt of written notice thereof from the General
Partner (a "CASH LIMITED PARTNER DEFAULT"), then such Cash Limited Partner (a
"DEFAULTING CASH LIMITED PARTNER") may be designated by the General Partner as
in default and shall thereafter be subject to the provisions of this Section
5.3. The General Partner, in its sole discretion, may choose not to designate
any such Cash Limited Partner as a Defaulting Cash Limited Partner and may agree
to waive or permit the cure of all or part of any default by such Defaulting
Cash Limited Partner, subject to such conditions as the General Partner and the
Defaulting Cash Limited Partner may agree upon. In the event that a Cash Limited
Partner becomes a Defaulting Cash Limited Partner, (i) such a Defaulting Cash
Limited Partner's Remaining Capital Commitment (the "DEFAULTED COMMITMENTS")
shall be deemed to be zero (except that the General Partner, the Employer
Limited Partners and the Cash Limited Partners that are not Defaulting Cash
Limited Partners shall have an option, exercisable within ten Business Days
following the date of the notice referred to in the first sentence of this
Section 5.3(a), to assume the Defaulted Commitments, if any, of the Defaulting
Cash Limited Partner, such Defaulted Commitments to be assumed in proportion to
the Capital Commitments and/or Associated Commitments, as the case may be, of
the Partners exercising such option (the "EXERCISING PARTNERS")), (ii) such
Defaulting Cash Limited Partner shall be entitled to receive only one-half of
the distributions that it would have been entitled to receive had it not become
a Defaulting Cash Limited Partner, and the other one-half of such distributions
(the "FORFEITED DISTRIBUTIONS") shall be made in accordance with this Section
5.3(a), and (iii) such Defaulting Cash Limited Partner shall not have a right to
receive any distributions with respect to any Portfolio Investment for which
such Defaulting Cash Limited Partner failed to contribute when due any portion
of such Defaulting Cash Limited Partner's Capital Commitment or any Portfolio
Investment made on or after such date. The Forfeited Distributions of a
Defaulting Cash Limited Partner pursuant to this Section 5.3(a) shall be applied
as follows when and as amounts become distributable: FIRST, to the Partnership
in an amount equal to the Organizational Expenses and Partnership Expenses, in
each case as estimated in good faith by the Manager, attributable to such
Defaulting Cash Limited Partner's Capital Commitment for the period from the
date of Cash Limited Partner Default through the end of the Term, and SECOND, to
the Exercising Partners in accordance with the respective Capital Commitments
and/or Associated Commitments, as the case may be, of such Partners, or, if
there are no Exercising Partners, to all Partners other than any Limited
Partner, Cash Limited Partner, or Profits Limited Partner in default in
accordance with their respective



                                       12


Capital Commitments and/or Associated Commitments, as the case may be. In
addition, such Defaulting Cash Limited Partner shall contribute to the
Partnership an amount equal to the contribution, if any, that such Defaulting
Cash Limited Partner would be required to make to the Partnership pursuant to
Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the
Partnership were liquidated as of the date of Cash Limited Partner Default for
their Value and all of the liabilities of the Partnership were satisfied in
accordance with their terms and the Partnership was dissolved in accordance with
Section 13. Notwithstanding any other provision of this Section 5.3(a), the
obligations of any Defaulting Cash Limited Partner to the Partnership hereunder
shall not be extinguished as a result of the operation of this Section 5.3(a).
The General Partner shall have the right, in its sole discretion, to pursue all
remedies at law or in equity available to it with respect to the default of a
Defaulting Cash Limited Partner.

         (b) PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails
to make, in a timely manner, any contributions required to be made by such
Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to
defer compensation at the time and in the amount required by the MMC Capital
Plan, and any such failure continues for ten Business Days after receipt of
written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER
DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER")
may be designated by the General Partner as in default and shall thereafter be
subject to the provisions of this Section 5.3(b). To the extent permitted by the
MMC Capital Plan, the General Partner, in its sole discretion, may choose not to
designate any Profits Limited Partner as a Defaulting Profits Limited Partner
and may agree to waive or permit the cure of all or part of any default by such
Defaulting Profits Limited Partner, subject to such conditions as the General
Partner and the Defaulting Profits Limited Partner may agree upon. Except as may
be otherwise provided in this Agreement, in the event that a Profits Limited
Partner becomes a Defaulting Profits Limited Partner, (i) such a Defaulting
Profits Limited Partner's interest in the Partnership attributable to such
Defaulting Profits Limited Partner's unfunded deferral under the MMC Capital
Plan would be purchased by the relevant Employer Limited Partner or its designee
for $1.00, and (ii) such Defaulting Profits Limited Partner shall not have a
right to receive any distributions with respect to any Portfolio Investment made
on or after the date on which such Defaulting Profits Limited Partner failed to
make deferrals when due under the MMC Capital Plan. For the avoidance of doubt,
amounts deferred pursuant to the MMC Capital Plan by a Profits Limited Partner
but not yet invested in Portfolio Investments at the time of a Profits Limited
Partner Default by such Profits Limited Partner shall not be invested in
Portfolio Investments. In addition, such Defaulting Profits Limited Partner
shall contribute to the Partnership an amount equal to the contribution, if any,
that such Defaulting Profits Limited Partner would be required to make to the
Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of
the Partnership were liquidated as of the date of Profits Limited Partner
Default for their Value and all of the liabilities of the Partnership were
satisfied in accordance with their terms and the Partnership was dissolved in
accordance with Section 13, and such Defaulting Profits Limited Partner's


                                       13


contribution in respect of Section 6.12 shall be distributed to its associated
Employer Limited Partner. In addition, the Defaulting Profits Limited Partner
may be required to purchase the portion of the interest of its associated
Employer Limited Partner in the Partnership attributable to any outstanding
Advance made by such Employer Limited Partner, in accordance with the provisions
of sections 8.2 and 8.3 of the MMC Capital Plan. Notwithstanding any other
provision of this Section 5.3(b), the obligations of any Defaulting Profits
Limited Partner to the Partnership hereunder shall not be extinguished as a
result of the operation of this Section 5.3(b). The General Partner shall have
the right, in its sole discretion, to pursue all remedies at law or in equity
available to it with respect to the Profits Limited Partner Default of a
Defaulting Profits Limited Partner.

         5.4 TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS).
(a) TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash
Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited
Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as
an employee or consultant of an Employer Limited Partner by reason of such
Limited Partner's Total Disability or Retirement, (i) such Cash Limited Partner
or Profits Limited Partner (or his or her estate or legal representative) shall
retain his or her interest in the Partnership, PROVIDED that such Limited
Partner (or his or her estate or legal representative) may at any time request
that the General Partner (or in the case of a Profits Limited Partner, the
Employer Limited Partner associated with such terminated Profits Limited
Partner) purchase, or designate a purchaser for, all or a portion of the
interest in the Partnership of such Limited Partner, and (ii) such Limited
Partner's obligation to make future Capital Contributions to the Partnership in
respect of its Capital Commitment to fund Portfolio Investments made after the
date of such request shall terminate, except that the obligation to make Capital
Contributions to fund Portfolio Investments by a Limited Partner whose
employment is termination by reason of Retirement shall not terminate, unless so
requested by such Limited Partner (or his or her estate or legal
representative), (iii) any capital contributed to the Partnership by such
Limited Partner but not yet invested in a Portfolio Investment shall be
distributed (net of any amounts that would be deductible if such capital was
distributed pursuant to clause (iv) below) to such Limited Partner (or his
estate) and (IV) if such Limited Partner retains his or her interest but his or
her obligation to contribute capital to the Partnership is terminated, the
Partnership shall be permitted to deduct from Distributable Cash attributable to
such Limited Partner's interest in the Partnership amounts equal to the accrued
and unpaid and/or anticipated expenses of the Partnership, including without
limitation any amounts payable upon dissolution or to fund indemnification
obligations pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b). The
General Partner and the affected Employer Limited Partner may grant any such
requests made pursuant to clauses (i) or (ii) above, in whole or in part, but
have no obligation to grant any such request. If the General Partner or the
affected Employer Limited Partner grants the request that an interest be
purchased, the General Partner or the affected Employer Limited Partner, as the
case may be, or such Person's designee, shall provide notice no later than 90
days after such request is made and shall pay to such



                                       14


Limited Partner an amount equal to the Value of such Limited Partner's interest
in the Partnership (or a greater amount agreed to by the General Partner or the
Employer Limited Partner, as the case may be) within 60 days of such notice.
Without duplication, the obligations of such terminated Limited Partner pursuant
to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same
effect as if such terminated Limited Partner had retained its interest in the
Partnership.

         (b) OTHER TERMINATION. If a Cash Limited Partner (other than a Tier 1
Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits
Limited Partner) is terminated as an employee of or consultant to an Employer
Limited Partner for a reason other than death, Total Disability or Retirement,
the General Partner (or in the case of such a terminated Profits Limited
Partner, the Employer Limited Partner associated with such terminated Profits
Limited Partner) will have the right, but not the obligation, to purchase or
designate a purchaser for the interest in the Partnership of such Limited
Partner at any time after such termination. If such termination is an
involuntary termination without an MMC Capital Cause Determination or is a
voluntary termination, the purchase price for such Limited Partner's interest
shall be the fair market value of such interest, which shall be as mutually
agreed by the parties, provided that in the absence of such agreement, fair
market value shall be determined by an independent appraiser selected by the
General Partner (or the Employer Limited Partner, as the case may be) and
approved by the Limited Partner, which approval shall not be unreasonably
withheld. The cost of such appraisal shall be borne by the General Partner (or
the Employer Limited Partner, as the case may be). If the employment of a
Limited Partner is terminated due to an involuntary termination with an MMC
Capital Cause Determination, the purchase price for such Limited Partner's
interest in the Partnership shall be the lesser of (i) an amount equal to the
aggregate Capital Contributions made by such Limited Partner to the Partnership
and (ii) the Value of such interest. Fair market value as of any date shall be
determined as if the Partnership had been liquidated in an orderly manner as of
such date. Upon any such purchase of a Limited Partner's interest in the
Partnership, such Limited Partner shall have no further interest in the
Partnership. In the absence of any such purchase of a Limited Partner's interest
in the Partnership, such Limited Partner shall remain a Limited Partner in the
Partnership and shall remain subject to all provisions of this Agreement,
PROVIDED that such Limited Partner shall have no rights under Section 8.2(b). In
addition, unless the General Partner in its sole discretion determines
otherwise, the obligation of such a terminated Cash Limited Partner to make
further Capital Contributions to the Partnership in respect of his or her
Capital Commitment to fund Portfolio Investments made after the date of such
Cash Limited Partner's termination will terminate, PROVIDED that if such
obligation is not to be so terminated, notice that such obligation will continue
will be given to such Cash Limited Partner within 180 days of the termination of
employment of such



                                       15


Cash Limited Partner. In addition, unless the General Partner in its sole
discretion determines otherwise, such terminated Cash Limited Partner or Profits
Limited Partner shall contribute to the Partnership (or the Partnership shall
withhold from distributions otherwise due to such Cash Limited Partner or
Profits Limited Partner) an amount equal to the contribution, if any, that such
terminated Limited Partner would be required to make to the Partnership pursuant
to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the
Partnership were liquidated as of the date of termination for their Value and
all of the liabilities of the Partnership were satisfied in accordance with
their terms and the Partnership was dissolved in accordance with Section 13.
Without duplication, the obligations of such terminated Limited Partner pursuant
to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same
effect as if such terminated Limited Partner had retained its interest in the
Partnership.

         5.5 TERMINATION OF A TIER 1 LIMITED PARTNER. (a) TERMINATION IN THE
EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies
or is terminated as an employee of or consultant to an Employer Limited Partner
by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such
Tier 1 Limited Partner shall retain his or her interest in the Partnership,
PROVIDED that such Tier 1 Limited Partner or his or her estate or legal
representative may at any time request that the General Partner (or in the case
of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner)
purchase or designate a purchaser for, all or a portion of the interest in the
Partnership of such Tier 1 Limited Partner. The General Partner and the affected
Employer Limited Partner may grant such request in whole or in part, but have no
obligation to do so. If the General Partner or the affected Employer Limited
Partner grants the request that an interest be purchased, the General Partner or
the affected Employer Limited Partner, as the case may be, or such Person's
designee shall provide notice no later than 90 days after such request is made,
and shall pay to such Limited Partner an amount equal to the Value of such
Limited Partner's interest in the Partnership within 60 days of such notice. In
addition, a Tier 1 Cash Limited Partner or his or her estate or legal
representative may elect to terminate such Tier 1 Cash Limited Partner's
obligation to make future Capital Contributions to the Partnership, in respect
of any amount of his or her Capital Commitment which exceeds $2.5 million, to
fund Portfolio Investments made after the date of such election. The obligations
of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and
Section 10.1(b) shall survive with the same effect as if such terminated Limited
Partner had retained its interest in the Partnership.

         (b) OTHER TERMINATION. If a Tier 1 Limited Partner is terminated as an
employee or consultant for a reason other than death, Total Disability or
Retirement, the General Partner (or in the case of a Tier 1 Profits Limited
Partner, the Employer Limited Partner associated with such Tier 1 Profits
Limited Partner) may, but only with the consent of such Tier 1 Limited Partner,
purchase or designate a purchaser for the interest in the Partnership of such
Tier 1 Limited Partner at a purchase price that is mutually agreed upon but
which shall not be less than the Value of such interest. In addition, unless
both the General Partner and a terminated Tier 1 Cash Limited Partner agree
otherwise, the Remaining Capital Commitments of such Tier 1 Cash Limited Partner
shall be reduced to zero and such terminated Tier 1 Cash Limited Partner shall
have no further obligation to



                                       16


make Capital Contributions to the Partnership. Without duplication, the
obligations of such terminated Tier 1 Cash Limited Partner pursuant to Section
6.11(d), Section 6.12, and Section 10.1(b), as applicable, shall survive with
the same effect as if such terminated Limited Partner had retained its interest
in the Partnership. Upon termination of the employment of a Tier 1 Limited
Partner, such Tier 1 Limited Partner or representative thereof, can require (i)
that Distributable Cash apportioned to such Tier 1 Limited Partner be
distributed promptly, and (ii) that proceeds from the disposition of Portfolio
Investments apportioned to such Limited Partner shall not be reinvested pursuant
to Section 4.1(b).

         (c) COMMITMENTS. In the event the Capital Commitments of any Tier 1
Cash Limited Partner are reduced pursuant to Section 5.5, the Employer Limited
Partner will assume such Capital Commitments to the extent required to ensure
that the Capital Commitments of the Tier 1 Cash Limited Partners, aggregated
with the Capital Commitments of the Employer Limited Partner associated with the
Tier 1 Profits Limited Partners and with the capital commitments of the Key
Employees and their estate planning vehicles to Trident Capital III, L.P., equal
at least $10 million.

         5.6 SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED PARTNER.
If, for any reason, a Profits Limited Partner is terminated as an employee of or
consultant to its associated Employer Limited Partner, there are additional
consequences as set forth in the MMC Capital Plan. Such Profits Limited Partner
will have an interest only in Portfolio Investments that were made during the
period when the Profits Limited Partner made deferrals when due under the MMC
Capital Plan. The Employer Limited Partner associated with such terminated
Profits Limited Partner will purchase the portion of such Profits Limited
Partner's interest in the Partnership attributable to such terminated Profits
Limited Partner's unpaid deferral under the MMC Capital Plan for $1.00, and such
terminated Profits Limited Partner's obligation to make further deferrals under
the MMC Capital Plan will be reduced to zero. If, at the time the employment of
a Profits Limited Partner with MMC Capital is terminated, (i) such Profits
Limited Partner has not deferred an amount under the MMC Capital Plan at least
equal to the amount of such Profits Limited Partner's Associated Commitment, and
(ii) the amount, if any, of the Capital Contributions of such Employer Limited
Partner in respect of the associated Profits Limited Partner's interest in the
Partnership exceeds the amount such Profits Limited Partner has deferred under
the MMC Capital Plan, then such Employer Limited Partner may, in its discretion,
require the Profits Limited Partner to purchase, for cash, the portion of such
Employer Limited Partner's interest in the Partnership attributable to such
excess Capital Contributions of such Employer Limited Partner in accordance with
the provisions of sections 8.2 and 8.3 of the MMC Capital Plan.

         5.7 FURTHER ACTIONS. To the extent necessary in the sole discretion of
the General Partner, the General Partner shall cause this Agreement to be
amended, without the need for any further act, vote or approval of any other
Partner or Person, to reflect as


                                       17


appropriate the occurrence of any of the transactions referred to in this
Section 5 or in Section 11 as promptly as is practicable after such occurrence.

                                   SECTION 6

            CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING

         6.1 CAPITAL ACCOUNTS. There shall be established on the books and
records of the Partnership a capital account (a "CAPITAL ACCOUNT") for each
Partner.

         6.2 ADJUSTMENTS TO CAPITAL ACCOUNTS. As of the last day of each Period,
the balance in each Partner's Capital Account shall be adjusted by (A)
increasing such balance by (i) such Partner's allocable share of each item of
the Partnership's income and gain for such Period (allocated in accordance with
Section 6.9) and (ii) the Capital Contributions, if any, made by such Partner
during such Period and (B) decreasing such balance by (i) the amount of cash or
the Value of Securities or other property distributed or deemed distributed to
such Partner pursuant to Section 6 or Section 13 and (ii) such Partner's
allocable share of each item of the Partnership's deduction or loss for such
Period (allocated in accordance with Section 6.10). Each Partner's Capital
Account shall be further adjusted with respect to any special allocations or
adjustments pursuant to this Agreement.

         6.3 DISTRIBUTIONS. Distributable Cash attributable to any Portfolio
Investment shall initially be apportioned among the Partners in proportion to
their Sharing Percentages for such Portfolio Investment. Distributable Cash not
attributable to a Portfolio Investment shall be apportioned among the Partners
(other than the Employer Limited Partners) in proportion to their respective
Capital Contributions giving rise to the Distributable Cash (or, in the case of
a Profits Limited Partner, the Capital Contributions of the Employer Limited
Partner associated with such Profits Limited Partner). Except as otherwise
provided herein, Distributable Cash apportioned to the General Partner shall be
distributed to the General Partner and Distributable Cash apportioned to a Cash
Limited Partner shall be distributed to such Cash Limited Partner. Except as
otherwise provided herein, Distributable Cash apportioned to a Profits Limited
Partner shall be distributed as follows:

                  FIRST, 100% to the Employer Limited Partner associated with
         such Profits Limited Partner until the cumulative amount distributed to
         such Employer Limited Partner in respect of such Profits Limited
         Partner pursuant to this paragraph First is equal to the sum of (i) the
         aggregate Capital Contributions of such Employer Limited Partner
         associated with such Profits Limited Partner used to fund the cost of
         such Portfolio Investment and each other Portfolio Investment
         previously disposed of, or used to fund Partnership Expenses and
         Organizational Expenses, and (ii) such additional amount as is
         necessary to provide such



                                       18


         Employer Limited Partner with a rate of return on such Capital
         Contributions equal to the AFR Rate (such sum, the "AFR RETURN"); and

                  SECOND, to such Profits Limited Partner.

         6.4 TAX DISTRIBUTIONS. Notwithstanding Section 6.3, the Partnership
may, either prior to, together with or subsequent to any distribution of
Distributable Cash pursuant to Section 6.3 with respect to a Portfolio
Investment, make distributions to all Partners (other than any Defaulting Cash
Limited Partners or Defaulting Profits Limited Partners), regardless of their
tax status, in amounts intended to enable such Partners (or any Person whose tax
liability is determined by reference to the income of any such Partner) to
discharge their United States federal, state and local (and, in the discretion,
of the General Partner, non-U.S.) income tax liabilities arising from the
allocations and distributions made (or to be made) pursuant to this Agreement
with respect to such Portfolio Investment. The amount distributable pursuant to
this Section 6.4 shall be determined by the General Partner in its sole
discretion, taking into account the maximum combined United States federal, New
York State and New York City tax rates applicable to individuals or corporations
(whichever is higher) on ordinary income and capital gain (taking into account
the applicable holding period), as the case may be, and the amounts of ordinary
income and capital gain allocated to the Partners pursuant to this Agreement,
and otherwise based on such reasonable assumptions as the General Partner
determines in good faith to be appropriate (and the assumptions described in
this sentence shall be applied equally to each Partner regardless of its tax
status). The amount distributable to any Partner pursuant to any clause of
Section 6.3 shall be reduced by the amount distributed to such Partner pursuant
to this Section 6.4, and the amount so distributed under this Section 6.4 shall
be deemed to have been distributed to the extent of such reduction pursuant to
such clause of Section 6.3 for purposes of making the calculations required by
Section 6.3.

         6.5 OTHER PROVISIONS. (a) AVAILABLE ASSETS. Notwithstanding any other
provision of this Agreement, distributions shall be made only to the extent of
Available Assets and in compliance with the Partnership Law.

         (b) DISPOSITION OF PORTION OF PORTFOLIO INVESTMENT. If less than all of
the Portfolio Investments in a Portfolio Company are disposed of by the
Partnership, the portion disposed of and the portion retained shall for purposes
of Sections 6 and 10 (including for purposes of applying the definitions used
therein) be deemed to be two separate Portfolio Investments. Any Capital
Contributions, allocations or distributions made with respect to such Portfolio
Investment shall be allocated between the portion disposed of and the portion
retained PRO RATA in proportion to their respective purchase prices.

         (c) DEFERRAL OF DISTRIBUTIONS IN CONNECTION WITH OUTSTANDING ADVANCES.
Notwithstanding paragraph Second of Section 6.3, if an Employer Limited Partner
shall




                                       19


have notified the Partnership that, pursuant to the MMC Capital Plan, an Advance
has been made to any Profits Limited Partner associated with such Employer
Limited Partner, then an amount equal to the amount of such Advance shall be
retained in the Partnership and not distributed to such Profits Limited Partner
until such Employer Limited Partner shall have notified the Partnership that the
Advance is no longer outstanding, at which time such amount (together with any
earnings thereon) shall be distributed to such Profits Limited Partner. Any
amount so withheld shall be invested by the Partnership in Temporary Investments
for the account of the holder of such Profits Limited Partner.

         6.6 DISTRIBUTIONS OF SECURITIES. Except in connection with the
dissolution and liquidation of the Partnership as provided in Section 13, the
General Partner shall not make any distributions in kind except to the extent
the general partner of the Institutional Fund is permitted to make distributions
in kind as provided in the Institutional Fund Agreement and as set forth herein.
In the event that a distribution of Securities is made, such Securities shall be
deemed to have been sold at their Value and the proceeds of such sale shall be
deemed to have been distributed to the Partners for all purposes of this
Agreement.

         6.7 NEGATIVE CAPITAL ACCOUNTS. Except as provided by Section 6.12, no
Limited Partner shall, and except as otherwise required by law the General
Partner shall not, be required to make up a negative balance in its Capital
Account.

         6.8 NO WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided
herein, no Partner shall have the right to withdraw capital from the Partnership
or to receive any distribution of or return on such Partner's Capital
Contributions.

         6.9 ALLOCATIONS. Each item of income, gain, loss and deduction of the
Partnership (determined in accordance with U.S. tax principles as applied to the
maintenance of capital accounts) shall be allocated among the Capital Accounts
of the Partners with respect to each Period as of the end of such Period in a
manner that as closely as possible gives economic effect to the provisions of
Sections 6 and 13 and the other relevant provisions of this Agreement.

         6.10 TAX MATTERS. Except as otherwise provided herein, the income,
gains, losses, credits and deductions recognized by the Partnership shall be
allocated among the Partners, for United States federal, state and local income
tax purposes, to the extent permitted under the Code and the Treasury
Regulations, in the same manner that each such item is allocated to the
Partners' Capital Accounts. Notwithstanding the foregoing, the General Partner
shall have the power in its sole discretion to make such allocations for United
States federal, state and local income tax purposes as may be necessary to
maintain substantial economic effect, or to insure that such allocations are in
accordance with the interests of the Partners in the Partnership, in each case
within the meaning of the Code and the Treasury Regulations. Tax credits shall
be allocated in good faith by



                                       20


the General Partner. All matters concerning allocations for United States
federal, state and local and non-U.S. income tax purposes, including, without
limitation, accounting procedures, not expressly provided for by the terms of
this Agreement shall be determined in good faith by the General Partner. The
General Partner may, in its sole discretion, cause the Partnership to make the
election under section 754 of the Code. The General Partner is hereby designated
as the "tax matters partner" of the Partnership, as provided in the Treasury
Regulations pursuant to section 6231 of the Code (and any similar provisions
under any other state or local or non-U.S. tax laws). Each Partner hereby
consents to such designation and agrees that upon the request of the General
Partner it will execute, certify, acknowledge, deliver, swear to, file and
record at the appropriate public offices such documents as may be necessary or
appropriate to evidence such consent. Either the General Partner shall have
executed and filed a U.S. Internal Revenue Service Form 8832 prior to the date
hereof electing to classify the Partnership as a partnership for U.S. federal
income tax purposes pursuant to section 301.7701-3 of the Treasury Regulations
as of a date no later than the date hereof, or the General Partner shall timely
execute and file such Form 8832 on or after the date hereof electing to classify
the Partnership as a partnership for United States federal income tax purposes
as of a date no later than the date hereof, and the General Partner is hereby
authorized to execute and file such Form for all of the Partners. The General
Partner shall not subsequently elect to change such classification. The General
Partner is hereby authorized to execute and file for all of the Partners any
comparable form or document required by any applicable United States state or
local tax law in order for the Partnership to be classified as a partnership
under such tax law. The Partnership shall not participate in the establishment
of an "established securities market" (within the meaning of section 1.7704-1(b)
of the Treasury Regulations) or a "secondary market or the substantial
equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury
Regulations) or, in either case, the inclusion of interests in the Partnership
thereon.

         6.11 WITHHOLDING TAXES. (a) AUTHORITY TO WITHHOLD; TREATMENT OF
WITHHELD TAX. Notwithstanding any other provision of this Agreement, each
Partner hereby authorizes the Partnership to withhold and to pay over, or
otherwise pay, any withholding or other taxes payable by the Partnership or any
of its Affiliates (pursuant to the Code or any provision of United States
federal, state, or local or non-U.S. tax law) with respect to such Partner or as
a result of such Partner's participation in the Partnership (including as a
result of a distribution in kind). If and to the extent that the Partnership
shall be required to withhold or pay any such withholding or other taxes, such
Partner shall be deemed for all purposes of this Agreement to have received a
payment from the Partnership as of the time such withholding or other tax is
required to be paid, which payment shall be deemed to be a distribution of
Distributable Cash pursuant to the relevant clause of Section 6.3 with respect
to such Partner's interest in the Partnership to the extent that such Partner
(or any successor to such Partner's interest in the Partnership) would have
received a cash distribution but for such withholding. To the extent that such
deemed payment exceeds the cash distribution that such Partner would have
received at



                                       21


such time but for such withholding, the General Partner shall notify such
Partner as to the amount of such excess and such Partner shall make a prompt
payment to the Partnership of such amount by wire transfer. The Partnership may
hold back from any distribution in kind property having a Value equal to the
amount of taxes withheld or otherwise paid until the Partnership has received
such payment.

         (b) WITHHOLDING TAX RATE. Any withholdings referred to in this Section
6.11 shall be made at the maximum applicable statutory rate under the applicable
tax law unless the General Partner shall have received an opinion of counsel or
other evidence, satisfactory to the General Partner, to the effect that a lower
rate is applicable, or that no withholding is applicable.

         (c) WITHHOLDING FROM DISTRIBUTIONS TO THE PARTNERSHIP. In the event
that the Partnership receives a distribution or payment from or in respect of
which tax has been withheld, the Partnership shall be deemed to have received
cash in an amount equal to the amount of such withheld tax, and each Partner
shall be deemed to have received as a distribution of Distributable Cash
pursuant to the relevant clause of Section 6.3 the portion of such amount that
is attributable to such Partner's interest in the Partnership as equitably
determined by the General Partner. To the extent that such deemed distribution
exceeds the cash distribution that such Partner would have received but for such
withholding, the General Partner shall notify such Partner as to the amount of
such excess and such Partner shall make a prompt payment to the Partnership of
such amount by check or wire transfer, which payment shall not constitute a
Capital Contribution and, consequently, shall not reduce the Remaining Capital
Commitment or increase the Capital Account of such Partner. In the event that
the Partnership anticipates receiving a distribution or payment from which tax
will be withheld in kind, the General Partner may elect to prevent such in-kind
withholding by paying such tax in cash and may require each Partner in advance
of such distribution to make a prompt payment to the Partnership by wire
transfer of the amount of such tax attributable to such Partner's interest in
the Partnership as equitably determined by the General Partner, which payment
shall not constitute a Capital Contribution and, consequently, shall not reduce
the Remaining Capital Commitment or increase the Capital Account of such
Partner.

         (d) INDEMNIFICATION. Each Partner shall, to the fullest extent
permitted by applicable law, indemnify and hold harmless the Partnership and the
General Partner against all claims, liabilities and expenses of whatever nature
relating to the Partnership's or the General Partner's obligation to withhold
and to pay over, or otherwise pay, any withholding or other taxes payable by the
Partnership or the General Partner as a result of such Partner's participation
in the Partnership. In addition, the Partnership shall, hereby or pursuant to a
separate indemnification agreement and to the fullest extent permitted by
applicable law, indemnify and hold harmless each Portfolio Company and any other
Covered Person who is or who is deemed to be the responsible withholding agent
for United States federal, state or local or non-U.S. income tax purposes (other
than any



                                       22


Covered Person that is indemnified by each Partner pursuant to the previous
sentence) against all claims, liabilities and expenses of whatever nature
relating to such Portfolio Company's or Covered Person's obligation to withhold
and to pay over, or otherwise pay, any withholding or other taxes payable by
such Portfolio Company or Covered Person, as the case may be, as a result of the
participation in the Partnership of a Partner (other than such Covered Person).
If, pursuant to a separate indemnification agreement or otherwise, the
Partnership shall indemnify or be required to indemnify any Portfolio Company or
Covered Person against any claims, liabilities or expenses of whatever nature
relating to such Portfolio Company's or Covered Person's obligation to withhold
and to pay over, or otherwise pay, any withholding or other taxes payable by
such Portfolio Company or Covered Person as a result of any Partner's
participation in the Partnership, such Partner shall pay to the Partnership the
amount of the indemnity paid or required to be paid.

         6.12 CLAWBACK BY PROFITS LIMITED PARTNERS. If, as of the date of the
dissolution of the Partnership, prior to the application of this Section 6.12,
the aggregate amount distributed pursuant to Section 6 or Section 13 to an
Employer Limited Partner with respect to any Profits Limited Partner associated
with such Employer Limited Partner is not sufficient to provide the AFR Return
attributable to such Profits Limited Partner, such Profits Limited Partner shall
contribute to the Partnership an amount that equals the amount of such shortfall
and the Partnership shall, subject to Section 6.11 and applicable law,
distribute such amount to such Employer Limited Partner.

         6.13 FINAL DISTRIBUTION. The final distributions following dissolution
shall be made in accordance with the provisions of Section 13.2.

                                   SECTION 7

                                   THE MANAGER

         The Partnership hereby appoints the Manager, and the Manager hereby
agrees, to act as the investment advisor to and manager of the Partnership, and
pursuant to such appointment:

         (a) The Manager shall manage the operations of the Partnership, shall
have the right to execute and deliver documents on behalf of the Partnership in
lieu of the General Partner and shall have discretionary authority with respect
to investments of the Partnership, including, without limitation, the authority
to evaluate, monitor, exercise voting rights, liquidate and take other
appropriate action with respect to investments on behalf of the Partnership,
PROVIDED that the management and the conduct of the activities of the
Partnership shall remain the sole responsibility of the General Partner and all
decisions relating to the selection and disposition of the Partnership's
investments shall be made exclusively by the General Partner in accordance with
this Agreement.



                                       23


Appointment of the Manager by the Partnership shall not relieve the General
Partner from its obligations to the Partnership hereunder or under the
Partnership Law.

         (b) The Manager shall act in conformity with this Agreement and with
the instructions and directions of the General Partner.

The engagement by the Partnership of the Manager contemplated hereby may be set
forth in a separate management agreement specifying in further detail the rights
and duties of the Manager. Such engagement, whether or not set forth in such a
management agreement, shall terminate upon the filing of a notice of dissolution
of the Partnership as described in Section 13.4(b).

                                   SECTION 8

                     BANKING; ACCOUNTING; BOOKS AND RECORDS;
                             ADMINISTRATIVE SERVICES

         8.1 BANKING. All funds of the Partnership may be deposited in such
bank, brokerage or money market accounts as shall be established by the General
Partner. Withdrawals from and checks drawn on any such account shall be made
upon such signature or signatures as the General Partner may designate. All
securities held by the Partnership shall be held by a custodian or at a bank or
other secure location selected by the General Partner.

         8.2 MAINTENANCE OF BOOKS AND RECORDS; ACCESS. (a) MAINTENANCE. The
General Partner shall keep or cause to be kept complete records and books of
account. Such books and records shall be maintained in accordance with the
provisions of the Institutional Fund Agreement applicable to the records and
books of account of the Institutional Fund as if such provisions were applicable
to the Partnership. The books and records required by law to be maintained at
the registered office of the Partnership shall be so maintained pursuant to the
provisions of the Partnership Law. In particular, the General Partner shall
maintain, or cause to be maintained, at the registered office of the
Partnership, in accordance with the Partnership Law, the Partnership Register
containing the name and address, amount and date of the contribution or
contributions of each Partner and the amount and date of any payment
representing a return of any part of the contributions of any Partner, which
register shall be updated within twenty-one Business Days of any change in the
particulars therein. In accordance with the Partnership Law, the Partnership
Register shall be PRIMA FACIE evidence of the matters which are required to be
inserted therein and shall be open to inspection by any Person during all
business hours.

         (b) ACCESS. Such books and records shall be available, upon five
Business Days' notice to the General Partner, for inspection and copying at
reasonable times during




                                       24


normal business hours by a Limited Partner or its duly authorized agents or
representatives for any purpose reasonably related to such Limited Partner's
interest as a limited partner in the Partnership.

         8.3 PARTNERSHIP TAX RETURNS. The General Partner shall cause the
Partnership initially to elect the Fiscal Year as its taxable year and shall
cause to be prepared and timely filed all tax returns required to be filed for
the Partnership in the jurisdictions in which the Partnership conducts business
or derives income for all applicable tax years.

         8.4 VALUATION. For all purposes of this Agreement, "VALUE" shall mean,
with respect to any asset or Security, including but not limited to any
Portfolio Investment, owned (directly or indirectly) by the Partnership at any
time, the fair market value of such asset or Security, as determined by the
General Partner in its sole discretion. "Fair market value" generally shall be
determined by the General Partner by reference to such factors as it deems
appropriate, including, with respect to a Security owned directly or indirectly
by the Partnership, the valuation set forth for such Portfolio Investment in the
Partnership's most recent quarterly financial statements. Any valuation may, in
the discretion of the General Partner, be made by independent third parties
appointed by the General Partner and deemed qualified by the General Partner to
render valuation opinions, which third parties may use such methods and consider
such information as they deem appropriate.

                                   SECTION 9

                               REPORTS TO PARTNERS

         9.1 INDEPENDENT AUDITORS. The books of account and records of the
Partnership shall be audited as of the end of each Fiscal Year by such
recognized accounting firm as shall be selected by the General Partner. The
Partnership's independent public accountants shall be a recognized independent
public accounting firm selected from time to time by the General Partner in its
sole discretion. All reports provided to the Limited Partners pursuant to
Section 9.2 shall be prepared in accordance with United States generally
accepted accounting principles consistently applied. The Partnership's financial
statements shall not be consolidated with those of the General Partner, any
Portfolio Company or any Affiliate of the Partnership, unless such consolidation
shall be required by United States generally accepted accounting principles, in
which case the Partnership shall provide "stand-alone" financial statements for
the Partnership, reviewed by the Partnership's independent public accounting
firm on an unconsolidated basis pursuant to investment company accounting
standards as reasonably determined by the General Partner.

         9.2 REPORTS TO CURRENT PARTNERS. As soon as practicable after the end
of each Fiscal Year, the General Partner shall prepare and mail or cause to be
prepared and



                                       25


mailed to each Limited Partner audited financial statements of the Partnership,
a statement of such Limited Partner's capital account and such other information
as the General Partner, in its sole discretion, deems appropriate. As soon as
practicable after the end of the second fiscal quarter each Fiscal Year, the
General Partner shall prepare and mail or cause to be prepared and mailed to
each Limited Partner unaudited financial statements of the Partnership and such
other information as the General Partner, in its sole discretion, deems
appropriate. In addition, if a Limited Partner so requests in writing, the
Partnership shall provide to each Limited Partner on a timely basis, all reports
sent (after the date of such request) to the limited partners of the
Institutional Fund pursuant to the limited partnership agreement of the
Institutional Fund.

         9.3 UNITED STATES FEDERAL INCOME TAX INFORMATION. The General Partner
shall use its commercially reasonable best efforts to send, no later than 90
days after the end of each Fiscal Year, to each Limited Partner (or its legal
representatives) and to each other Person that was a Limited Partner at any time
during such Fiscal Year (or its legal representatives), a Schedule K-1,
"Partner's Share of Income, Credits, Deductions, Etc.," to United States
Internal Revenue Service Form 1065, "U.S. Partnership Return of Income," or any
successor schedule or form, filed by the Partnership, for such Person.

         9.4 ADDITIONAL INFORMATION. The General Partner shall promptly provide
to any Tier 1 Limited Partner who so requests in writing such additional
information concerning the Partnership as such Tier 1 Limited Partner may
reasonably find relevant to the interests in the Partnership held by such Tier 1
Limited Partner.

                                   SECTION 10

                       INDEMNIFICATION OF COVERED PERSONS

         10.1 INDEMNIFICATION OF COVERED PERSONS. (a) GENERAL. The Partnership
and each Partner shall, and hereby does, to the fullest extent permitted by
applicable law, indemnify, hold harmless and release each Covered Person from
and against all claims, demands, liabilities, costs, expenses, damages, losses,
suits, proceedings and actions, whether judicial, administrative, investigative
or otherwise, of whatever nature, known or unknown, liquidated or unliquidated
("CLAIMS"), that may accrue to or be incurred by any Covered Person, or in which
any Covered Person may become involved, as a party or otherwise, or with which
any Covered Person may be threatened, relating to or arising out of the business
and affairs of, or activities undertaken in connection with, the Partnership
(including, but not limited to, Claims arising out of the disposition of any
Portfolio Company), or otherwise relating to or arising out of this Agreement,
including, but not limited to, amounts paid in satisfaction of judgments, in
compromise or as fines or penalties, and counsel fees and expenses incurred in
connection with the preparation for or defense or disposition of any
investigation, action, suit, arbitration or other proceeding (a "PROCEEDING"),
whether civil or criminal (all of such Claims and amounts covered by



                                       26


this Section 10.1, and all expenses referred to in Section 10.2, referred to as
"DAMAGES"), except to the extent that it shall have been determined ultimately
by a court of competent jurisdiction that such Damages arose from the Disabling
Conduct of such Covered Person. The termination of any Proceeding by settlement
shall not, of itself, create a presumption that such Covered Person has engaged
in Disabling Conduct or any Damages relating to such settlement arose primarily
from the Disabling Conduct of any Covered Person. The provisions of this Section
10 shall survive the termination, dissolution and winding-up of the Partnership.

         (b) CONTRIBUTION. Notwithstanding any other provision of this
Agreement, at any time and from time to time and prior to the last day of the
Term, the General Partner may require the Partners to contribute to the
Partnership an amount sufficient to satisfy all or any portion of the
indemnification obligations of the Partnership, whether such obligations arise
before or after the last day of the Term, or with respect to any Person who is a
Partner, before or after such Person ceases to be a Partner, PROVIDED that each
Partner shall make such contributions in respect of its share of any such
indemnification obligations made or required to be made as follows:

                  (i) if the Claims or Damages so indemnified against arise out
         of a Portfolio Investment,

                           (A) by each Partner to which Distributable Cash was
                  distributed in connection with such Portfolio Investment in
                  such amounts as shall result in each Partner retaining from
                  such Distributable Cash the amount that would have been
                  distributed to such Partner had the amount of Distributable
                  Cash been, at the time of such distribution, reduced by the
                  amount of such indemnification obligations, as equitably
                  determined by the General Partner; and

                           (B) thereafter, by the Partners in proportion to
                  their Sharing Percentages with respect to such Portfolio
                  Investment, or

                  (ii) in any other circumstances, by the Partners (other than
         the Employer Limited Partners) in proportion to their Capital
         Commitments and/or Associated Commitments, as the case may be.

Notwithstanding anything in this Section 10 to the contrary, a Partner's
liability under the first sentence of this Section 10.1(b) is limited to such
Partner's Capital Commitment. Nothing in this Section 10.1(b), express or
implied, is intended or shall be construed to give any Person other than the
Partnership or the Partners any legal or equitable right, remedy or claim under
or in respect of this Section 10.1(b) or any provision contained herein.



                                       27


         (c) NO DIRECT LIMITED PARTNER INDEMNITY. Limited Partners shall not be
required directly to indemnify any Covered Person under this Section 10.1.

         10.2 EXPENSES, ETC. To the fullest extent permitted by applicable law,
expenses incurred by a Covered Person in defense or settlement of any Claim that
may be subject to a right of indemnification hereunder shall be advanced by the
Partnership prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the Covered Person to repay such amount if it
shall be determined ultimately by a court of competent jurisdiction that the
Covered Person is not entitled to be indemnified hereunder. The right of any
Covered Person to the indemnification provided herein shall be cumulative with,
and in addition to, any and all rights to which such Covered Person may
otherwise be entitled by contract or as a matter of law or equity and shall
extend to such Covered Person's successors, assigns and legal representatives.
All judgments against the Partnership, and all judgments against the Partnership
and either or both of the General Partner and/or the Manager in respect of which
the General Partner and/or the Manager are/is entitled to indemnification, shall
first be satisfied from Partnership assets (including, without limitation,
Capital Contributions and any payments under Section 10.1(b)), before the
General Partner or the Manager, as the case may be, is responsible therefor.

         10.3 NOTICES OF CLAIMS, ETC. Promptly after receipt by a Covered Person
of notice of the commencement of any Proceeding, such Covered Person shall, if a
claim for indemnification in respect thereof is to be made against the
Partnership, give written notice to the Partnership of the commencement of such
Proceeding, PROVIDED that the failure of any Covered Person to give notice as
provided herein shall not relieve the Partnership of its obligations under this
Section 10, except to the extent that the Partnership is actually prejudiced by
such failure to give notice. In case any such Proceeding is brought against a
Covered Person (other than a derivative suit in right of the Partnership), the
Partnership shall be entitled to participate in and to assume the defense
thereof to the extent that the Partnership may wish, with counsel reasonably
satisfactory to such Covered Person. After notice from the Partnership to such
Covered Person of the Partnership's election to assume the defense of such
Proceeding, the Partnership shall not be liable for expenses subsequently
incurred by such Covered Person in connection with the defense thereof. The
Partnership shall not consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Covered Person of a release from all liability
in respect to such Claim.

         10.4 NO WAIVER. Nothing contained in this Section 10 shall constitute a
waiver by any Partner of any right that it may have against any party under any
U.S. federal or state securities laws, Cayman Islands laws or other non-U.S.
laws.



                                       28


         10.5 COVERED PERSONS MAY RELY AND ENFORCE. It is the express intention
of the parties hereto that the provisions of this Section 10 for the
indemnification of Covered Persons may be relied upon by such Covered Persons
and may be enforced by such Covered Persons (or by the General Partner on behalf
of any such Covered Person, PROVIDED that the General Partner shall not have any
obligation to so act for or on behalf of any such Covered Person) against the
Partnership and the Partners as if such Covered Persons were parties hereto.

                                   SECTION 11

                   TRANSFER OF LIMITED PARTNERSHIP INTERESTS;
                         WITHDRAWAL OF LIMITED PARTNERS

         11.1 ADMISSION, SUBSTITUTION AND WITHDRAWAL OF LIMITED PARTNERS;
ASSIGNMENT. (a) GENERAL. Except as set forth in Section 5 or in this Section 11,
no Additional Limited Partners may be admitted to, and no Limited Partner may
withdraw from, the Partnership prior to the dissolution and winding-up of the
Partnership. Except as set forth in this Section 11 no Limited Partner shall
sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or
otherwise dispose of ("TRANSFER") all or any part of its interest in the
Partnership, PROVIDED that any Limited Partner may, with the prior written
consent of the General Partner (which consent may be withheld in the sole and
absolute discretion of the General Partner) and upon compliance with Sections
11.1(b) and (c), Transfer all or a portion of such Limited Partner's interest in
the Partnership. Notwithstanding the foregoing, no Limited Partner may enter
into, create, sell or Transfer any financial instrument or contract the value of
which is determined in whole or in part by reference to the Partnership
(including the amount of Partnership distributions, the value of Partnership
assets, or the results of Partnership operations), within the meaning of section
1.7704-1(a)(2)(i)(B) of the Treasury Regulations.

         (b) CONDITIONS TO TRANSFER. Any purported Transfer by a Limited Partner
pursuant to the terms of this Section 11 shall, in addition to requiring the
prior written consent referred to in Section 11.1(a), be subject to the
satisfaction of the following conditions:

                  (i) the Limited Partner that proposes to effect such a
         Transfer (a "TRANSFEROR") or the Person to whom such Transfer is made
         (a "TRANSFEREE") shall pay all expenses incurred by the Partnership or
         the General Partner on behalf of the Partnership in connection
         therewith;

                  (ii) the Partnership shall receive from the Transferee (and in
         the case of clause (C) below, from the Transferor to the extent
         specified by the General Partner) (A) such documents, instruments and
         certificates as may be requested by the General Partner, pursuant to
         which such Transferee shall become bound by



                                       29


         this Agreement, including, without limitation, a counterpart of this
         Agreement executed by or on behalf of such Transferee, (B) a
         certificate to the effect that the representations set forth in the
         Subscription Agreement of such Transferee are (except as otherwise
         disclosed to the General Partner) true and correct with respect to such
         Transferee as of the date of such Transfer and (C) such other
         documents, opinions, instruments and certificates as the General
         Partner shall request;

                  (iii) such Transferor or Transferee shall, prior to making any
         such Transfer, deliver to the Partnership the opinion of counsel
         described in Section 11.1(c);

                  (iv) the General Partner may, in its sole discretion, require
         any Limited Partner wishing to make a Transfer under this Section 11 or
         such Transferee to pay to the Partnership such amount in immediately
         available funds as is sufficient to cover all expenses incurred by or
         on behalf of the Partnership in connection with such substitution or
         Transfer, and in connection therewith, to execute and deliver such
         documents, instruments, certificates and opinions of counsel as the
         General Partner shall request;

                  (v) the General Partner shall be given at least 30 days' prior
         written notice of such desired Transfer;

                  (vi) the Transferor and the Transferee shall each provide a
         certificate to the effect that (A) the proposed Transfer will not be
         effected on or through (1) a U.S. national, regional or local
         securities exchange, (2) a non-U.S. securities exchange or (3) an
         interdealer quotation system that regularly disseminates firm buy or
         sell quotations by identified brokers or dealers (including, without
         limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not,
         and its proposed Transfer or acquisition (as the case may be) will not
         be made by, through or on behalf of, (1) a Person, such as a broker or
         a dealer, making a market in interests in the Partnership or (2) a
         Person who makes available to the public bid or offer quotes with
         respect to interests in the Partnership;

                  (vii) such Transfer will not be effected on or through an
         "established securities market" or a "secondary market or the
         substantial equivalent thereof," as such terms are used in section
         1.7704-1 of the Treasury Regulations; and

                  (viii) such Transfer would not result in the Partnership at
         any time during its taxable year having more than 100 partners within
         the meaning of section 1.7704-1(h)(1)(ii) of the Treasury Regulations
         (taking into account section 1.7704-1(h)(3) of the Treasury
         Regulations).



                                       30


The General Partner may waive any or all of the conditions set forth in this
Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it
deems it in the best interest, or not opposed to the interest, of the
Partnership to do so.

         (c) OPINION OF COUNSEL. The opinion of counsel referred to in Section
11.1(b)(iii) shall be in form and substance satisfactory to the General Partner,
shall be from counsel satisfactory to the General Partner and shall be
substantially to the effect that (unless specified otherwise by the General
Partner) the consummation of the Transfer contemplated by the opinion:

                  (i) will not require registration under, or violate any
         provisions of, the Securities Act or any applicable state or non-U.S.
         securities laws;

                  (ii) will not require the General Partner or the Partnership
         to register as an investment company under the Investment Company Act;
         and, as required by the General Partner, that the Transferee is a
         Person that counts as one beneficial owner for purposes of section
         3(c)(1) of the Investment Company Act;

                  (iii) will not require the Manager, the General Partner or any
         Affiliate of the Manager or the General Partner that is not registered
         under the Investment Advisers Act or the Partnership to register as an
         investment adviser under the Investment Advisers Act;

                  (iv) will not cause the Partnership to be taxable as
         corporation under the Code; and

                  (v) will not violate the laws, rules or regulation of any
         state or the rules and regulations of any Governmental Authority
         applicable to such Transfer.

In giving such opinion, counsel may, with the consent of the General Partner,
rely as to factual matters on certificates of the Transferor, the Transferee and
the General Partner.

         (d) DEATH, INCAPACITY ETC. Subject to Sections 11.1(a), 11.1(b) and
11.1(c), the estate of a Limited Partner who is a natural person shall have the
right to Transfer, upon the death, incompetency, bankruptcy, withdrawal or
incapacity of such Limited Partner, his or her interest in the Partnership.

         (e) SUBSTITUTE LIMITED PARTNERS. Notwithstanding any other provision of
this Agreement, any Transferee of a Transferor's interest in the Partnership
pursuant to the terms of this Section 11 may be admitted to the Partnership as a
substitute limited partner of the Partnership (a "SUBSTITUTE LIMITED PARTNER")
only with the consent of the General Partner, which consent may be withheld in
the sole and absolute discretion of the General Partner. Upon the admission of
such Transferee as a Substitute Limited Partner, all references herein to such
Transferor shall be deemed to apply to such Substitute Limited


                                       31


Partner, and such Substitute Limited Partner shall succeed to all rights and
obligations of the Transferor hereunder. A Person shall be deemed admitted to
the Partnership as a Substitute Limited Partner at the time that the foregoing
conditions are satisfied and such Person is listed as a limited partner of the
Partnership in the Partnership Register. Any Transferee of an economic interest
in the Partnership shall become a Substitute Limited Partner only upon
satisfaction of the requirements set forth in this Section 11.1.

         (f) TRANSFER IN VIOLATION OF AGREEMENT NOT RECOGNIZED. No attempted
Transfer or substitution shall be recognized by the Partnership and any
purported Transfer or substitution shall be void unless effected in accordance
with and as permitted by this Agreement.

         11.2 ADDITIONAL LIMITED PARTNERS. (a) CONDITIONS TO ADMISSION. In
addition to the admission of Limited Partners at the Initial Closing, the
General Partner, in its sole discretion, may schedule, from time to time, one or
more additional Closings for one or more Person or Persons seeking admission to
the Partnership as an additional limited partner of the Partnership (each such
Person, an "ADDITIONAL LIMITED PARTNER", which term shall include any Person
that is a Partner immediately prior to such additional Closing and that wishes
to increase the amount of such Person's Capital Commitment or, in the case of a
Profits Limited Partner, its Associated Commitment), subject to the
determination by the General Partner in the exercise of its good faith judgment
that in the case of each such admission or increase the following conditions
have been satisfied:

                  (i) Each such Additional Limited Partner shall have executed
         and delivered such instruments and shall have taken such actions as the
         General Partner shall deem necessary, convenient or desirable to effect
         such admission or increase, including, without limitation, the
         execution of (A) a Subscription Agreement pursuant to which such
         Additional Limited Partner agrees to be bound by the terms and
         provisions hereof or (if such Additional Limited Partner is a Cash
         Limited Partner or an Employer Limited Partner) to increase the amount
         of such Limited Partner's Capital Commitment, as the case may be and
         (B) a Power of Attorney.

                  (ii) Such admission or such increase shall not result in a
         violation of any applicable law, including, without limitation, Cayman
         Islands and United States federal and state securities laws, or any
         term or condition of this Agreement and, as a result of such admission
         or such increase, the Partnership shall not be required to register as
         an Investment Company under the Investment Company Act or any law of
         similar import of the Cayman Islands; none of the General Partner, the
         Manager or any Affiliate of the General Partner or Manager would be
         required to register as an investment adviser under the Investment
         Advisers Act or any law of similar import of the Cayman Islands; and
         the Partnership shall not become taxable as a corporation or
         association.


                                       32


         (b) On the date of its admission to the Partnership or the date of such
increase, as the case may be, such Additional Limited Partner shall have paid or
unconditionally agreed to pay to the Partnership, an amount equal to the sum of

                  (i) in the case of each Portfolio Investment then held by the
         Partnership, with the exception of such Portfolio Investments as the
         General Partner in its sole discretion deems fair and equitable to
         exclude, the percentage of such Additional Limited Partner's Capital
         Commitment or (if the Additional Limited Partner is increasing its
         Capital Commitment) the percentage of the amount of the increase of
         such Additional Limited Partner's Capital Commitment that is equal to a
         fraction, (1) the numerator of which is the aggregate of the Capital
         Contributions of the previously admitted Partners used to fund the cost
         of such Portfolio Investment and (2) the denominator of which is the
         sum of the aggregate of (x) the Capital Commitments of the previously
         admitted Partners that made Capital Contributions used to fund the cost
         of such Portfolio Investment and (y) (without duplication) the Capital
         Commitments of all Additional Limited Partners, and

                  (ii) the percentage of such Additional Limited Partner's
         Capital Commitment or (if such Additional Limited Partner is increasing
         its Capital Commitment) the percentage of the amount of the increase of
         such Additional Limited Partner's Capital Commitment that is equal to a
         fraction, (1) the numerator of which is the aggregate of the Capital
         Contributions of the previously admitted Limited Partners in respect of
         all Drawdowns which have theretofore been funded and not returned to
         the Partners, other than Drawdowns made and used to fund the cost of a
         Portfolio Investment and (2) the denominator of which is the sum of the
         aggregate of (X) the Capital Commitments of all previously admitted
         Partners and (Y) (without duplication) the Capital Commitments of all
         Additional Limited Partners,

together with, in the case of clauses (A) and (B), an amount calculated as
interest thereon at a rate per annum equal to the Prime Rate plus 200 basis
points from the dates that contribution of such amounts by such Additional
Limited Partner would have been due if such Additional Limited Partner had been
admitted to the Partnership or had increased its Capital Commitment, as the case
may be, on the date of the Initial Closing, to the date that the payment
required to be made by such Additional Limited Partner pursuant to this Section
11.2(a)(iii) is made, which interest shall be treated as provided in Section
11.2(b), and less such amount as is necessary to take into account all
distributions theretofore made.

         A Person shall be deemed admitted to the Partnership as an Additional
Limited Partner at the time that the foregoing conditions are satisfied and when
such Person is listed as a limited partner of the Partnership, and the Capital
Commitment made with respect to such Person is listed, in the Partnership
Register.


                                       33


         (c) CERTAIN PAYMENTS AND TRANSFERS. Any amount paid by an Additional
Limited Partner pursuant to Section 11.2(a)(iii)(A) with respect to the
acquisition of Portfolio Investment (and any interest paid thereon) shall be
remitted promptly to the previously admitted Partners, PRO RATA in accordance
with their Capital Contributions used to fund the acquisition of such Portfolio
Investment (before giving effect to the adjustments referred to in the following
clause), and the Partners' Sharing Percentages for such Portfolio Investment
shall be appropriately adjusted. Any amount paid by an Additional Limited
Partner pursuant to Section 11.2(a)(iii)(B) (and any interest paid thereon)
shall be remitted promptly to the previously admitted Partners, PRO RATA in
accordance with their Capital Commitments. Such payments and remittances shall,
in accordance with section 707(a) of the Code, be treated for all purposes of
this Agreement and for all accounting and tax reporting purposes as payments
made directly from the Additional Limited Partner to the previously admitted
Partners and not as items of Partnership income, gain, loss, deduction,
contribution or distribution. Such Additional Limited Partner shall succeed to
the Capital Contributions of the previously admitted Partners attributable to
the portion of the amount remitted to such previously admitted Partners pursuant
to Section 11.2(a)(iii) (not including any amount calculated as interest
thereon), as appropriate, and the Capital Contributions of the previously
admitted Partners shall be decreased accordingly. In addition, the Remaining
Capital Commitments of the previously admitted Limited Partners shall be
increased by such amount remitted (not including any amount calculated as
interest thereon), and the amount of such increase in Remaining Capital
Commitments may be called again by the Partnership. The Remaining Capital
Commitment of the Additional Limited Partner shall be appropriately determined
by the General Partner. The Partnership Register shall be amended by the General
Partner as appropriate to show the name and business address of each Additional
Limited Partner and the amount of its Capital Commitment. Neither the admission
of an Additional Limited Partner nor an increase in the amount of an Additional
Limited Partner's Capital Commitment shall be a cause for dissolution of the
Partnership.

         (d) NO CONSENT. The transactions contemplated by this Section 11.2
shall not require the consent of any of the Limited Partners.

         (e) MULTI-FUND AND MULTI-VEHICLE ADJUSTMENTS. Any payments to be made
by, and the distributions to be made to, certain Partners pursuant to Section
11.2(a) and (b), and the equivalent provisions of the Institutional Fund
Agreement, shall be adjusted as necessary to take into account (i) that
investments held by the Partnership may, as of any Closing Date, be held by one
or more of the Co-Investment Funds, (ii) that a portion of each Limited
Partner's Capital Commitment originally made to the Partnership may, at the time
of the subsequent Closings, be a capital commitment to one or more Special
Investment Vehicles, and (iii) closings of a Co-Investment Fund. Notwithstanding
any other provision of this Agreement, investments held by the Partnership, the
other Co-Investment Funds, and/or Special Investment Vehicles may be transferred
among such entities (for a price equal to cost plus interest thereon at a rate
per annum of the Prime



                                       34


Rate plus 200 basis points) to effectuate the purposes of this Section 11.2 and
the equivalent provisions of the Institutional Fund Agreement. After the
payments, distributions and adjustments described in this Section 11.2(d) and
the equivalent provisions of the Institutional Fund Agreement are taken into
account, each investment in a Portfolio Company shall be held by the Partnership
and any Co-Investment Fund in proportion to their respective capital
commitments, including, without limitation, all capital committed to the
Partnership or any such Co-Investment Fund, as the case may be, after the date
on which such investment was made but prior to September 30, 2004.

                                   SECTION 12

                        DEATH, INCOMPETENCY OR BANKRUPTCY
                           OR DISSOLUTION OF PARTNERS

         12.1 BANKRUPTCY, DISSOLUTION OF THE GENERAL PARTNER. In the event of
the bankruptcy or dissolution and commencement of winding up of the General
Partner or the occurrence of any other event that causes the General Partner to
cease to be a general partner of the Partnership under the Partnership Law, the
Partnership shall be dissolved and its affairs shall be wound up as provided in
Section 13, unless the business of the Partnership is continued pursuant to
Section 13.1(a). The General Partner shall take no action voluntarily to declare
bankruptcy or accomplish its dissolution prior to the dissolution of the
Partnership. Notwithstanding any other provision of this Agreement, the
bankruptcy of the General Partner will not cause the General Partner to cease to
be a general partner of the Partnership, and upon the occurrence of such an
event, the business of the Partnership shall continue without dissolution.

         12.2 DEATH, INCOMPETENCE, BANKRUPTCY, DISSOLUTION OR WITHDRAWAL OF A
LIMITED PARTNER. The death, Total Disability, bankruptcy, dissolution,
retirement, resignation or withdrawal of a Limited Partner or the occurrence of
any other event that causes a Limited Partner to cease to be a Partner of the
Partnership shall not in and of itself dissolve or terminate the Partnership;
and the Partnership, notwithstanding such event, shall continue without
dissolution upon the terms and conditions provided in this Agreement, and each
Limited Partner, by executing this Agreement, agrees to such continuation of the
Partnership without dissolution.

                                   SECTION 13

                     DURATION AND TERMINATION OF PARTNERSHIP

         13.1 DURATION. (a) There shall be a dissolution of the Partnership and
its affairs shall be wound up upon the first to occur of any of the following
events:

                  (i) the date of the dissolution of the Institutional Fund; or


                                       35


                  (ii) the last Business Day of the Fiscal Year in which all
         assets acquired, or agreed to be acquired, by the Partnership have been
         sold or otherwise disposed of; or

                  (iii) the withdrawal, bankruptcy or dissolution and
         commencement of winding up of the General Partner, or the assignment by
         the General Partner of its entire interest in the Partnership in
         contravention of this Agreement, or the occurrence of any other event
         that causes the General Partner to cease to be a general partner of the
         Partnership under the Partnership Law, UNLESS, within 90 calendar days
         after the occurrence of such event, a substitute general partner is
         appointed by a Majority in Interest effective as of the date of
         withdrawal (i) at the time of the occurrence of such event there is at
         least one remaining general partner of the Partnership that is hereby
         authorized to and does (unanimously in the case of more than one
         general partner) elect to continue the business of the Partnership
         without dissolution or (ii) the business of the Partnership is
         otherwise continued without dissolution pursuant to the provisions of
         the Partnership Law and PROVIDED, that for the purposes of this Section
         13.1, the General Partner shall not be deemed to have been dissolved or
         to have commenced a winding up as a result of the fact that any general
         partner of the General Partner ceases to be a general partner of the
         General Partner if and as long as the General Partner shall have at
         least one remaining general partner who shall have the right and shall
         elect to carry on the business of the General Partner; and PROVIDED,
         FURTHER, that the conversion of the General Partner to a limited
         partnership, limited liability company or other entity, or the Transfer
         of the General Partner's interest as the general partner of the
         Partnership to, or the merger of the General Partner with and into, a
         limited partnership, limited liability company or other entity as
         provided for in Section 2.7 shall not, for the purposes of this Section
         13.1 be deemed a dissolution or winding up or commencement of winding
         up of the General Partner; or

                  (iv) a decision, made by the General Partner in its sole
         discretion, to dissolve the Partnership because it has determined, due
         to a change in the text, application or interpretation of any
         applicable statute, regulation, case law, administrative ruling or
         other similar authority (including, without limitation, changes that
         result in the Partnership being taxable as a corporation under United
         States federal income tax law), that the Partnership will be unable to
         effectively carry out its investment program as contemplated by this
         Agreement; or

                  (v) the entry of a decree of judicial dissolution.

         13.2 DISTRIBUTION UPON DISSOLUTION. Upon the dissolution of the
Partnership, the General Partner (or, if dissolution of the Partnership should
occur by reason of Section 13.1(a)(iii), a liquidating trustee selected by the
General Partner, or if the General



                                       36


Partner has dissolved or withdraws from the Partnership, or other representative
duly designated by a Majority in Interest) shall proceed, subject to the
provisions of this Section 13, to liquidate the Partnership and apply the
proceeds of such liquidation, or in its sole discretion to distribute
Partnership assets, in the following order of priority:

                  FIRST, to creditors in satisfaction of debts and liabilities
         of the Partnership, whether by payment or the making of reasonable
         provision for payment (other than any loans or advances that may have
         been made by any of the Partners to the Partnership), and the expenses
         of liquidation whether by payment or the making of reasonable provision
         for payment, any such reasonable reserves (which may be funded by a
         liquidating trust) to be established by the General Partner (or any
         liquidating trustee selected by the General Partner, or if the General
         Partner has dissolved or withdraws from the Partnership, or other
         representative duly designated by a Majority in Interest) in amounts
         deemed by it to be reasonably necessary for the payment of the
         Partnership's expenses, liabilities and other obligations (whether
         fixed or contingent, conditional or unmatured);

                  SECOND, to the Partners in satisfaction of any loans or
         advances that may have been made by any of the Partners to the
         Partnership, whether by payment or the making of reasonable provision
         for payment;

                  THIRD, to the Partners in accordance with Section 6.3.

         13.3 DISTRIBUTIONS IN CASH OR IN KIND. Upon the dissolution of the
Partnership, the General Partner (or liquidating trustee selected by the General
Partner or, if the General Partner has dissolved or withdraws from the
Partnership, a representative duly designated by a Majority in Interest) its
successor or other representative shall use its commercially reasonable efforts
to liquidate all of the Partnership assets in an orderly manner and apply the
proceeds of such liquidation as set forth in Section 13.2, PROVIDED THAT if in
the good faith business judgment of the General Partner (or such liquidating
trustee or other representative), a Partnership asset should not be liquidated,
the General Partner (or such other representative) shall allocate, on the basis
of the Value of any Partnership assets not sold or otherwise disposed of, any
unrealized gain or loss based on such Value to the Partner's Capital Accounts as
though the assets in question had been sold on the date of distribution and,
after giving effect to any such adjustment, distribute said assets in accordance
with Section 13.2, subject to the priorities set forth in Section 13.2, PROVIDED
FURTHER that the General Partner (such other representative) will in good faith
attempt to liquidate sufficient Partnership assets to satisfy in cash (or make
reasonable provision for) the debts and liabilities referred to in paragraphs
First and Second of Section 13.2. The General Partner may cause certificates
evidencing any Securities to be distributed to be imprinted with legends as to
such restrictions on transfers that it may deem necessary or appropriate,
including, without limitation, legends as to applicable federal or state or
non-U.S. securities laws or other legal or contractual



                                       37


restrictions, and may require any Partner to which Securities are to be
distributed to agree in writing (A) that such Securities will not be transferred
except in compliance with such restrictions and (B) to such other matters as the
General Partner may deem necessary, appropriate convenient or incidental to the
foregoing.

         13.4 TIME FOR LIQUIDATION, ETC. (a) At the end of the term of the
Partnership as provided for in the provisos to Section 1.4, the Partnership
shall be liquidated and any remaining assets shall be distributed in accordance
with Section 13.2. A reasonable time period shall be allowed for the orderly
winding-up and liquidation of the assets of the Partnership and the discharge of
liabilities to creditors so as to enable the General Partner to seek to minimize
potential losses upon such liquidation. Subject to Section 13.1, the provisions
of this Agreement shall remain in full force and effect during the period of
winding-up and until the filing of a notice of dissolution of the Partnership
with the Registrar of Exempted Limited Partnerships of the Cayman Islands, as
provided in 13.4(b).

         (b) FILING OF NOTICE OF DISSOLUTION. Upon completion of the foregoing,
the General Partner (or any liquidating trustee selected by the General Partner,
or if the General Partner has dissolved or withdraws from the Partnership, a
representative duly designated by a Majority in Interest) shall execute,
acknowledge and cause to be filed a notice of dissolution of the Partnership
with the Registrar of Exempted Limited Partnerships of the Cayman Islands.

         13.5 GENERAL PARTNER AND MANAGER NOT PERSONALLY LIABLE FOR RETURN OF
CAPITAL CONTRIBUTIONS. None of the General Partner or the Manager, or any of its
or their respective Affiliates shall be personally liable for the return of all
or any portion of the Capital Accounts or the Capital Contributions of any
Partner, and such return shall be made solely from available Partnership assets,
if any, and each Limited Partner hereby waives any and all claims it may have
against the General Partner or the Manager, or any of its or their respective
Affiliates thereof in this regard.

         13.6 REORGANIZATION OF THE PARTNERSHIP. To the extent permitted by law,
in order to effect a reorganization of the Partnership,

                  (a) the General Partner may cause the conversion of the
         Partnership to a limited partnership, limited liability company or
         other entity formed under the laws of the Cayman Islands or any other
         jurisdiction or

                  (b) the General Partner may cause the exchange of the
         interests of the Partners in the Partnership for interests in, or cause
         the Partnership to be merged with and into, a limited partnership,
         limited liability company or other entity formed under the laws of the
         Cayman Islands or any other jurisdiction,



                                       38


but only if in any such case the Partners (including, without limitation, their
successors) shall become, and no other Persons (other than Persons necessary for
the qualification of such limited partnership, limited liability company or
other entity under such laws) shall be, the partners of such limited
partnership, the members of such limited liability company or the equity holders
of such other entity, as the case may be, PROVIDED that no such conversion,
exchange or merger shall be permitted unless

                  (i) the General Partner shall first have delivered to the
         Partnership

                           (A) a written opinion from Debevoise & Plimpton or
                  other counsel of recognized standing experienced in United
                  States federal income tax matters, to the effect that such
                  limited partnership, limited liability company or other entity
                  will be classified as a partnership, and will not be treated
                  as a corporation, for United States federal income tax
                  purposes, and

                           (B) a written opinion (the conclusions of which may
                  be based in part on the opinion specified in the immediately
                  preceding clause (A)) of each of

                                    (1) experienced counsel admitted to practice
                           in each jurisdiction in which such limited
                           partnership, limited liability company or other
                           entity is formed or has an office and

                                    (2) experienced counsel admitted to practice
                           in each jurisdiction (X) in which such limited
                           partnership, limited liability company or other
                           entity shall have an office, be doing business or
                           otherwise be subject to the income tax laws of such
                           jurisdiction immediately after such conversion,
                           exchange or merger and (Y) under the income tax laws
                           of which the Partnership was not taxed directly on
                           its income before such conversion, exchange or
                           merger,

                  to the effect that such conversion, exchange or merger would
                  not cause such limited partnership, limited liability company
                  or other entity to be taxed directly on its income under the
                  income tax laws of such jurisdiction,

                  (ii) the General Partner shall have first delivered to the
         Partnership a written opinion of experienced counsel admitted to
         practice in the jurisdiction under the laws of which such limited
         partnership, limited liability company or other entity is formed, to
         the effect that such conversion, exchange or merger would not adversely
         affect the limited liability of the Limited Partners,

                  (iii) such conversion, exchange or merger would not result in
         the violation of any applicable securities laws,



                                       39


                  (iv) such conversion, exchange or merger would not result in
         such limited partnership, limited liability company or other entity
         being required to register as an Investment Company under the
         Investment Company Act or any law of similar import of the jurisdiction
         under the laws of which such limited partnership, limited liability
         company or other entity is formed, and would not result in the General
         Partner or any Affiliate of the General Partner being required to
         register as an investment adviser under the Investment Advisers Act or
         any law of similar import of such jurisdiction, and

                  (v) the General Partner shall have made a good faith
         determination that such conversion, exchange or merger would not
         adversely affect the rights or increase the liabilities of the Limited
         Partners.

Upon any such conversion, exchange or merger, such limited partnership, limited
liability company or other entity shall be treated as the successor to the
Partnership for all purposes of this Agreement and of the corresponding
agreement pursuant to which the rights and obligations of the partners of such
limited partnership, the members of such limited liability company or the equity
holders of such other entity, as the case may be, are determined. All
Subscription Agreements applicable to the Partnership that are in effect at the
time of any such conversion, exchange or merger shall thereafter continue in
full force and effect, and shall apply to the limited partnership, limited
liability company or other entity that becomes the successor to the Partnership
pursuant to such conversion, exchange or merger. In conjunction with any such
conversion, exchange or merger, the General Partner may execute, on behalf of
the Partnership and each of the Limited Partners, all documents that in its
reasonable judgment are necessary or appropriate to consummate such conversion,
exchange or merger, including, but not limited to, the agreement pursuant to
which the rights and obligations of the partners of such limited partnership,
the members of such limited liability company or the equity holders of such
other entity, as the case may be, are determined (in the case of such a
conversion to, exchange for interests in or merger into a limited partnership,
including the limited partnership agreement thereof), all without any further
consent or approval of any other Partner, PROVIDED, that no such agreement may
directly or indirectly effect a modification or amendment of the rights and
obligations of the Partners which, if such modification or amendment were made
to this Agreement, would require the consent of the Partners, any group thereof,
or any individual Partner as provided in Section 15.1, unless the consent to
such modification or amendment required under Section 15.1 is obtained. A
reorganization of the Partnership pursuant to this Section 13.6 shall not be
deemed to be or result in a dissolution, winding up or commencement of winding
up of the Partnership.



                                       40


                                   SECTION 14

                                   DEFINITIONS

         As used herein the following terms have the respective meanings set
forth below (each such meaning to be equally applicable to the singular and
plural forms of the respective terms so defined):

         "ADDITIONAL LIMITED PARTNER" shall have the meaning set forth in
Section 11.2(a).

         "ADJUSTMENT DATE" shall mean the last Business Day of any Fiscal Year
or any other date determined by the General Partner, in its sole discretion, as
appropriate for an interim closing of the Partnership's books.

         "ADVANCE" shall mean, with respect to a Profits Limited Partner, the
amount by which the Associated Contributions exceed the amount of the deferrals
made under the MMC Capital Plan by the Person who is such Profits Limited
Partner and credited to such Person's AFR Account (as defined in the MMC Capital
Plan) under the MMC Capital Plan.

         "AFFILIATE" shall mean, with respect to any specified Person, (A) a
Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person
specified, (B) a trust or other estate in which such Person has a substantial
beneficial interest or as to which such Person serves as trustee or in another
similar fiduciary capacity, and (C) any relative or spouse of such Person, or
any relative of such spouse, who has the same home as such Person, PROVIDED that
none of the Portfolio Companies or portfolio companies of the private equity
funds managed by the Manager, including without limitation The Trident
Partnership, L.P., Trident II, L.P., Marsh & McLennan Capital Technology
Venture, L.P., MMC Capital Technology Fund II, L.P. and Marsh & McLennan Capital
Communications and Information Fund, L.P. shall be an "Affiliate" of a Key
Employee, the Manager, the General Partner or the Partnership.

         "AFR RATE" shall mean the fixed rate of return as of the date of the
first Drawdown, equal to the applicable federal long-term rate under section
1274(d) of the Code, compounded annually, as determined in the good faith
judgment of the General Partner, PROVIDED, that the General Partner may increase
such fixed rate of return if, as of the date of any subsequent Drawdown, such
fixed rate of return is less than the applicable federal rate under Section
1274(d) of the Code, compounded annually.

         "AFR RETURN" shall have the meaning set forth in Section 6.3, paragraph
FIRST.

         "AGREEMENT" shall have the meaning set forth in the initial paragraph
of this Agreement.



                                       41


         "ASSOCIATED COMMITMENT" shall mean, with respect to a Profits Limited
Partner, the Capital Commitment of the Employer Limited Partner associated with
such Profits Limited Partner.

         "ASSOCIATED CONTRIBUTION" shall mean, with respect to a Profits Limited
Partner, the Capital Contribution of the Employer Limited Partner associated
with such Profits Limited Partner.

         "AVAILABLE ASSETS" shall mean as of any date, the excess of the cash,
cash equivalent items and Temporary Investments held by the Partnership over the
sum of the amount of such items determined by the General Partner to be
reasonably necessary for the payment of the Partnership's expenses, liabilities
and other obligations (whether fixed, contingent, conditional or unmatured),
including, but not limited to, the Partnership's indemnification obligations and
for the establishment of appropriate reserves for such expenses, liabilities and
obligations as may arise, including, without limitation, the maintenance of
adequate working capital for the continued conduct of the Partnership's
business.

         "AVAILABLE CAPITAL COMMITMENT" shall mean

         "BUSINESS DAY" shall mean any day on which banks in New York City are
not required or authorized by law to remain closed.

         "CAPITAL ACCOUNT" shall have the meaning set forth in Section 6.1.

         "CAPITAL COMMITMENT" shall mean the commitment of each Cash Limited
Partner and each Employer Limited Partner to contribute capital to the
Partnership pursuant to Section 5.1 as set forth in the Partnership Register.
The Associated Commitments of the Profits Limited Partners shall be associated
on the records of the Partnership with the Capital Commitment of the relevant
Employer Limited Partner.

         "CAPITAL CONTRIBUTION" shall mean with respect to a Partner other than
a Profits Limited Partner, the amount of capital contributed pursuant to a
single Drawdown or the aggregate amount of such contributions, as the context
requires, by such Partner to the Partnership pursuant to Section 5.1 and the
other provisions of this Agreement.

         "CASH LIMITED PARTNERS" shall have the meaning set forth in Section
3.1(c).

         "CLAIMS" shall have the meaning set forth in Section 10.1(a).

         "CLOSING" shall have the meaning set forth in the Subscription
Agreements.

         "CLOSING DATE" shall mean any date on which a Closing occurs.



                                       42


         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "CO-INVESTMENT FUNDS" shall have the meaning set forth in Section 1.3.

         "COVERED PERSONS" shall mean (i) the General Partner, the Manager and
the Key Employees; (ii) each of the respective Affiliates of each Person
identified in clause (i) of this definition; and (iii) each Person who is or at
any time becomes a shareholder, officer, director, employee, partner, member,
manager, consultant or agent of any of the Persons identified in clause (i) or
clause (ii) of this definition.

         "DAMAGES" shall have the meaning set forth in Section 10.1(a).

         "DEFAULTED COMMITMENT" shall have the meaning set forth in Section
5.3(a).

         "DEFAULTING CASH LIMITED PARTNER" shall have the meaning set forth in
Section 5.3(a).

         "DEFAULTING PROFITS LIMITED PARTNER" shall have the meaning set forth
in Section 5.3(b).

         "DISABLING CONDUCT" shall mean, with respect to any Person, fraud,
willful misfeasance, gross negligence or reckless disregard, in each case, of
such Person's duties to the Partnership. Notwithstanding the provisions of
Section 16.7 hereof, "gross negligence" shall have the meaning given such term
under the laws of the State of Delaware.

         "DISTRIBUTABLE CASH" shall mean, for each Period and each Partner, the
excess of (i) the sum of cash receipts of all kinds, over (ii) cash
disbursements or reserves for expenses, liabilities or obligations of the
Partnership or amounts retained by the Partnership to be reinvested pursuant to
Section 4.1(b).

         "DRAWDOWN NOTICE" shall have the meaning set forth in Section
5.1(b)(i).

         "DRAWDOWNS" shall mean the Capital Contributions made to the
Partnership pursuant to Section 5.1 from time to time by the Partners pursuant
to Drawdown Notices.

         "EMPLOYER LIMITED PARTNERS" shall have the meaning set forth in Section
3.1(a).

         "EXCUSED LIMITED PARTNER" shall mean, with respect to any Portfolio
Investment, any Limited Partner that, pursuant to Section 5.2, is excused from
making a Capital Contribution or Associated Contribution, as the case may be, in
respect thereof.

         "EXERCISING PARTNER" shall have the meaning set forth in Section
5.3(a).



                                       43


         "FISCAL YEAR" shall mean the fiscal year of the Partnership, as
determined pursuant to Section 1.5.

         "FORFEITED DISTRIBUTIONS" shall have the meaning set forth in Section
5.3(a).

         "GENERAL PARTNER" shall mean MMC GP III, Inc., a Delaware corporation,
and any additional or successor general partner of the Partnership in its
capacity as a general partner of the Partnership, as such entity may be affected
by the provisions of Section 2.7.

         "GOVERNMENTAL AUTHORITY" shall mean any United States federal, state or
local, or any Cayman Islands or other non-U.S. court, arbitrator or governmental
agency, authority, commission, instrumentality or administrative or regulatory
body.

         "INITIAL AGREEMENT" shall have the meaning set forth in the initial
paragraph of this Agreement.

         "INITIAL CLOSING" shall mean the first Closing under which Limited
Partners have acquired interests in the Partnership pursuant to the Subscription
Agreements.

         "INITIAL LIMITED PARTNER" shall mean David J. Wermuth, in such capacity
as the initial limited partner of the Partnership.

         "INSTITUTIONAL FUND AGREEMENT" shall mean the Amended and Restated
Limited Partnership Agreement, as amended from time to time, of the
Institutional Fund.

         "INSTITUTIONAL FUND" shall have the meaning set forth in Section 1.3.

         "INVESTMENT ADVISERS ACT" shall mean the United States Investment
Advisers Act of 1940, as amended from time to time, and any successor statute
thereto.

         "INVESTMENT COMPANY ACT" shall mean the United States Investment
Company Act of 1940, as amended from time to time, and any successor statute
thereto.

         "INVESTMENT COMPANY" shall mean any Person that comes within the
definition of "investment company" contained in the Investment Company Act.

         "KEY EMPLOYEES" shall mean the following key employees of the Manager:
Charles A. Davis, Meryl D. Hartzband and Garrett M. Moran; PROVIDED, that the
provisions of this Agreement expressly governing the Key Employees shall not
apply to any aforementioned individual in such individual's capacity as a Key
Employee after such individual has ceased to provide services as described in
Section 2.4(e) of the limited partnership agreement of the Institutional Fund.



                                       44


         "LIMITED PARTNERS" shall have the meaning set forth in Section 1.1(a),
shall mean the Cash Limited Partners, any Employer Limited Partners and the
Profits Limited Partners and all other Partners admitted (excluding, without
limitation, all Persons that cease to be Partners in accordance with the terms
hereof), from time to time, as limited partners of the Partnership in accordance
with the provisions of this Agreement and as set forth in the Partnership
Register, and shall include without limitation such Partner's successors and
permitted assigns.

         "MMC CAPITAL CAUSE DETERMINATION" shall mean, with respect to any
Limited Partner, a determination (made in a reasonable manner) by the General
Partner (in the case of a Cash Limited Partner) or the relevant Employer Limited
Partner (in the case of a Profits Limited Partner) that such Limited Partner has
committed one or more acts involving gross negligence or willful misconduct.

         "MMC CAPITAL PLAN" shall mean the SecondAmended and Restated MMC
Capital Inc. Deferred Compensation and Profits Limited Partnership Plan
effective as of November 17, 2003.

         "MAJORITY IN INTEREST" shall mean Partners who, at the time in
question, have Capital Account balances having values equal to more than 50% of
the aggregate Capital Account balances of all the Cash Limited Partners who are
not Defaulting Cash Limited Partners and all Profits Limited Partners who are
not Defaulting Profits Limited Partners.

         "MANAGER" shall mean MMC Capital, Inc., a Delaware corporation, or any
successor thereto.

         "MATERIAL ADVERSE EFFECT" shall mean, as applicable, (A) a violation of
a statute, rule or governmental administrative policy applicable to a Partner
regulation of a Governmental Authority which could a material adverse effect on
a Portfolio Company or any Affiliate thereof or on the Partnership, the General
Partner, the Manager or any of their respective Affiliates or on any Partner or
any Affiliate of any such Partner, or (B) an occurrence which could subject a
Portfolio Company or Affiliate thereof or the Partnership, the General Partner,
the Manager or any of their respective Affiliates or any Partner or any
Affiliate of any such Partner to any material tax or material regulatory
requirement to which it would not otherwise be subject, or which could
materially increase any such material tax or material regulatory requirement
beyond what it would otherwise have been.

         "MMC" shall mean Marsh & McLennan Companies, Inc., a Delaware
corporation, and any successors thereto, and, as the context requires, its
subsidiaries and other Affiliates, including Marsh Inc., Mercer Inc. and Putnam
Investments LLC.

         "NASDAQ" shall mean The Nasdaq Stock Market, Inc.



                                       45


         "ORGANIZATIONAL EXPENSES" shall mean all costs and expenses that, in
the sole judgment of the General Partner, are incurred in, or are incidental to,
the formation and organization of, and sale of interests in, the Partnership,
including, without limitation, out-of-pocket legal, accounting, printing,
consultation, travel, administrative and filing fees and expenses, but only
those expenses that the General Partner has determined, in its sole discretion,
are properly borne by the Partnership.

         "PARTNERS" shall have the meaning set forth in Section 1.1(a).

         "PARTNERSHIP" shall have the meaning set forth in the initial paragraph
of this Agreement.

         "PARTNERSHIP EXPENSES" shall mean the Partnership's pro rata share,
based on the capital commitments of each of the Co-Investment Funds, of the
expenses incurred in the operation of the Co-Investment Funds.

         "PARTNERSHIP LAW" shall mean the Exempted Limited Partnership Law (2003
Revision) of the Cayman Islands, as amended, and any successor to such statute.

         "PARTNERSHIP REGISTER" shall have the meaning set forth in Section
1.1(b).

         "PERIOD" shall mean, for the first period, the period commencing on the
date of this Agreement and ending on the next Adjustment Date. All succeeding
Periods shall commence on the calendar day after an Adjustment Date and end on
the next Adjustment Date.

         "PERSON" shall mean any individual, entity, corporation, partnership,
association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.

         "PORTFOLIO COMPANY" shall mean an entity in which a Portfolio
Investment is made by the Partnership directly or through one or more
intermediate entities of the Partnership.

         "PORTFOLIO INVESTMENT" shall mean any debt or equity (or debt with
equity) investment (including, without limitation, Temporary Investments and
bridge financings) made by the Partnership.

         "POWER OF ATTORNEY" shall mean, with respect to any Limited Partner,
the Power of Attorney executed by such Partner substantially in the form
attached to the Subscription Agreements.

         "PRIME RATE" shall mean the rate of interest publicly announced by
JPMorgan Chase Bank from time to time in New York City as its prime rate.



                                       46


         "PROCEEDING" shall have the meaning set forth in Section 10.1(a).

         "PROFITS LIMITED PARTNERS" shall have the meaning set forth in Section
3.1(b).

         "REMAINING ASSOCIATED COMMITMENT" shall mean, in respect of any Profits
Limited Partner, the amount of the Employer Limited Partner's Capital Commitment
associated with such Profits Limited Partner, determined at any date, which has
not been contributed as an Associated Contribution, as adjusted as contemplated
hereby.

         "REMAINING CAPITAL COMMITMENT" shall mean, in respect of any Partner,
the amount of such Partner's Capital Commitment, determined at any date, which
has not been contributed as a Capital Contribution, as adjusted as contemplated
hereby.

         "RETIREMENT" shall have the meaning ascribed to such term in the MMC
Benefits Program.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from
time to time, and any successor statute thereto, and the rules and regulations
of the United States Securities and Exchange Commission promulgated thereunder.

         "SECURITIES" shall mean shares of capital stock, partnership interests,
limited liability company interests, warrants, options, bonds, notes, debentures
and other securities and equity interests of whatever kind of any Person,
whether readily marketable or not.

         "SHARING PERCENTAGE" shall mean with respect to any Partner (other than
the Employer Limited Partners) and any Portfolio Investment, a fraction,
expressed as a percentage, the numerator of which is the aggregate amount of the
Capital Contributions of such Partner (or, in the case of a Profits Limited
Partner, the Capital Contributions of the Employer Limited Partner associated
with such Profits Limited Partner) used to fund the cost of such Portfolio
Investment and the denominator of which is the aggregate amount of the Capital
Contributions of all of the Partners used to fund the cost of such Portfolio
Investment. The Sharing Percentage of each Employer Limited Partner for each
Portfolio Investment shall be 0%.

         "SPECIAL INVESTMENT VEHICLE" shall have the meaning ascribed to it in
the Institutional Fund Agreement.

         "STATEMENT" shall have the meaning set forth in Section 1.4.

         "SUBSCRIPTION AGREEMENTS" shall mean the several Subscription
Agreements entered into by the respective Limited Partners in connection with
their purchase of limited partner interests in the Partnership.



                                       47


         "SUBSTITUTE LIMITED PARTNER" shall have the meaning set forth in
Section 11.1(e).

         "TEMPORARY INVESTMENT" shall mean investments in (A) cash equivalents,
(B) marketable direct obligations issued or unconditionally guaranteed by the
United States of America, or issued by any agency thereof, maturing within one
year from the date of acquisition thereof, (C) money market instruments,
commercial paper or other short-term debt obligations having at the date of
purchase by the Partnership the highest or second highest rating obtainable from
either Standard & Poor's Ratings Services or Moody's Investors Service, Inc. or
their successors, (D) money market mutual funds managed by Putnam Investments,
Inc. or a subsidiary thereof, (E) interest bearing accounts and/or certificates
of deposit maturing within one year from the date of acquisition thereof issued
by commercial banks incorporated under the laws of the United States of America
or any state thereof or the District of Columbia, each having at the date of
acquisition by the Partnership undivided capital and surplus in excess of $100
million, combined capital and surplus of not less than $100,000,000, (F)
overnight repurchase agreements with primary Fed dealers collateralized by
direct U.S. Government obligations or (G) pooled investment vehicles or accounts
which invest only in Securities or instruments of the type described in (a)
through (d). If there exists any uncertainty as to whether any investment by the
Partnership constitutes a Temporary Investment or a Portfolio Investment, such
investment shall be deemed a Temporary Investment unless the General Partner
determines in its sole discretion that such investment is a Portfolio
Investment.

         "TERM" shall have the meaning set forth in Section 1.4.

         "TIER 1 CASH LIMITED PARTNER" shall mean a Limited Partner who is a
present or former Key Employee, or estate planning vehicle thereof or any
successor or Transferee (other than an Employer Limited Partner or the General
Partner) with respect to the Cash Limited Partner Interest of such present or
former Key Employee.

         "TIER 1 LIMITED PARTNER" shall mean a Limited Partner that is a Tier 1
Cash Limited Partner or a Tier 1 Profits Limited Partner.

         "TIER 1 PROFITS LIMITED PARTNER" shall mean a Limited Partner who is a
present or former Key Employee, or any successor or Transferee (other than an
Employer Limited Partner or the General Partner) with respect to the Profits
Limited Partner interest of such present or former Key Employee.

         "TOTAL DISABILITY" shall have the meaning ascribed to such term in the
MMC Benefits Program.

         "TRANSFER" shall have the meaning set forth in Section 11.1(a).

         "TRANSFEREE" shall have the meaning set forth in Section 11.1(b).



                                       48


         "TRANSFEROR" shall have the meaning set forth in Section 11.1(b).

         "TREASURY REGULATIONS" shall mean the Regulations of the Treasury
Department of the United States issued pursuant to the Code.

         "VALUE" shall have the meaning set forth in Section 8.4.

                                   SECTION 15

                          AMENDMENTS; POWER OF ATTORNEY

         15.1 AMENDMENTS. Any modifications or amendments duly adopted in
accordance with the terms of this Agreement may be executed in accordance with
Section 15.2. The terms and provisions of this Agreement may be modified or
amended at any time and from time to time with the written consent of (A) the
General Partner and (B) a Majority in Interest; PROVIDED, HOWEVER, that without
the consent of the Limited Partners, the General Partner:

                  (i) may amend the Partnership Register from time to time as
         provided in Section 1.1(b);

                  (ii) may enter into agreements with Persons who are
         Transferees of the interests in the Partnership of Limited Partners,
         pursuant to the terms of this Agreement, providing that such
         Transferees will be bound by this Agreement and will become Substitute
         Limited Partners in the Partnership;

                  (iii) may amend this Agreement as may be required to implement
         (A) Transfers of interests of Limited Partners as contemplated by
         Section 11.1, (B) the admission of any Substitute Limited Partner or
         any Additional Limited Partner, and any related changes in Capital
         Commitments, as contemplated by Section 11.1 or 11.2, (C) any changes
         in the Partnership Register due to a Cash Limited Partner Default or
         Profits Limited Partner Default, (D) the conversion, Transfer or merger
         of all or any part of its interest as general partner of the
         Partnership as contemplated by Section 2.7, or (E) a reorganization of
         the Partnership as contemplated by Section 13.6;

                  (iv) may amend this Agreement (A) to satisfy any requirements,
         conditions, rulings, guidelines or opinions contained in any opinion,
         directive, order, ruling or regulation of the Securities and Exchange
         Commission, the Internal Revenue Service or any other U.S. federal or
         state or non-U.S. agency, or in any U.S. federal or state or non-U.S.
         statute, compliance with which the General Partner deems to be in the
         best interests of the Partnership, and (B) to change the name of the
         Partnership, so long as any such amendment under this clause (iv) does
         not



                                       49


         materially and adversely affect the interests of the Limited Partners
         under this Agreement;

                  (v) may amend this Agreement in accordance with Section 5.7
         and/or 15.2; and

                  (vi) may amend this Agreement to cure any ambiguity or correct
         or supplement any provision hereof that may be incomplete or
         inconsistent with any other provision hereof so long as such amendment
         under this clause (vi) does not materially and adversely affect the
         interests of the Limited Partners;

and PROVIDED FURTHER, that, notwithstanding the foregoing, no amendment of this
Agreement shall

                           (1) materially increase any financial obligation or
                  liability of a Limited Partner or reduce the economic rights
                  of a Limited Partner beyond that set forth herein or permitted
                  hereby without such Limited Partner's consent,

                           (2) materially and adversely affect the rights of a
                  Limited Partner in a manner which discriminates against such
                  Limited Partner vis-a-vis other Limited Partners without the
                  consent of such Limited Partner,

                           (3) change the provisions of Section 3.2, Section
                  13.1, Section 13.2, Section 13.3, Section 13.4, or this
                  Section 15.1 without the consent of a Majority in Interest,

                           (4) change the definition of "Majority in Interest"
                  in Section 14.1 without the consent of a Majority in Interest,
                  or

                           (5) modify or amend any defined term, if such
                  modification or amendments will have a material and adverse
                  effect on the substantive rights of the Limited Partners
                  provided for in such section.

         15.2 POWER OF ATTORNEY. Each Limited Partner does hereby irrevocably
constitute and appoint the General Partner with full power of substitution, the
true and lawful attorney-in-fact and agent of such Limited Partner, to take or
cause to be taken, or omit or cause to be omitted, any and all actions should
the General Partner, in its sole discretion, deem such actions or omissions to
be necessary, advisable, appropriate, proper, convenient or incidental to, or
for the furtherance of the purposes of, the Partnership, PROVIDED that such
actions or omissions do not materially and adversely affect the interests of the
Limited Partners at the time of such action or omission; including, without
limitation, the power and authority to execute, acknowledge, verify, swear to,
deliver, record and file, in its or its assignee's name, place and stead, all
agreements, instruments,



                                       50


documents and certificates (i) which may from time to time be required by the
laws of the United States of America, the Cayman Islands, any other jurisdiction
in which the Partnership conducts or plans to conduct business, or any political
subdivision or agency thereof, to effectuate, implement and continue the valid
existence and business of the Partnership, or (ii) which the General Partner
deems to be necessary, advisable, appropriate, proper, convenient or incidental
to, or for the furtherance of the purposes of, the Partnership, including,
without limitation, the power and authority to execute, verify, swear to,
acknowledge, deliver, record and file:

                  (a) all certificates and other instruments, including, without
         limitation, this Agreement, and any amendments thereto or to the
         Statement, which the General Partner deems appropriate to (i) form,
         qualify or continue the Partnership as an exempted limited partnership
         (or a partnership in which the limited partners have limited liability)
         in the Cayman Islands and all other jurisdictions in which the
         Partnership has an office or conducts or plans to conduct business, and
         (ii) admit such Person as a Limited Partner in the Partnership;

                  (b) all instruments which the General Partner deems
         appropriate to reflect or effect any amendment to this Agreement or the
         Statement (i) to reflect or effect Transfers of interests of Limited
         Partners, the admission of Substitute Limited Partners or Additional
         Limited Partners, or the increase of Capital Commitments pursuant to
         Section 11, (ii) to satisfy any requirements, conditions, guidelines or
         opinions contained in any opinion, directive, order, ruling or
         regulation of the United States Securities and Exchange Commission, the
         United States Internal Revenue Service or any other Governmental
         Authority, or in any United States federal or state or local or any
         Cayman Islands or other non-U.S. statute, compliance with which it
         deems to be in the best interests of the Partnership, (iii) to change
         the name of the Partnership or reflect or effect a reorganization of
         the Partnership, as contemplated by Section 13.6, (iv) to reflect or
         effect the conversion of the General Partner to, or the merger of the
         General Partner with and into, a limited partnership, limited liability
         company or other entity, or the Transfer of its interest in the
         Partnership to a limited partnership, limited liability company or
         other entity, as contemplated by Section 2.7, and (v) to cure any
         ambiguity or correct or supplement any provision contained in this
         Agreement that may be incomplete or inconsistent with any other
         provision contained in this Agreement so long as such amendment under
         this clause (v) does not adversely affect the interests of the Limited
         Partners;

                  (c) all conveyances and other instruments which the General
         Partner deems appropriate to reflect and effect the dissolution and
         termination of the Partnership pursuant to the terms of this Agreement,
         including, without limitation, the filing of a notice of dissolution as
         provided for in Section 13;

                                       51


                  (d) all instruments relating to (i) Transfers of interests in
         the Partnership, or the admission of Substitute Limited Partners or
         Additional Limited Partners pursuant to Section 11.1, (ii) the
         treatment of a Defaulting Cash Limited Partner, a Defaulting Profits
         Limited Partner, or an Excused Limited Partner, or a Limited Partner
         whose participation in an investment is excused, limited or
         discontinued pursuant to Section 5.2 or (iii) any change in the Capital
         Commitment of any Limited Partner, all in accordance with the terms of
         this Agreement;

                  (e) all amendments to this Agreement duly adopted in
         accordance with Section 15.1;

                  (f) certificates of assumed name and such other certificates
         and instruments as may be necessary under the fictitious or assumed
         name statutes from time to time in effect in the Cayman Islands and any
         other jurisdiction in which the Partnership has an office or conducts
         or plans to conduct business;

                  (g) any other instruments determined by the General Partner to
         be necessary or appropriate in connection with the proper conduct of
         the business of the Partnership and which do not adversely affect the
         interests of the Limited Partners; and

                  (h) all certificates, conveyances and other instruments which
         the General Partner deems necessary, appropriate, convenient or
         desirable (i) to form, qualify or continue, or to admit such Limited
         Partner as a limited partner of, or to change capital commitments with
         respect to, any Special Investment Vehicle, or (ii) otherwise in
         connection with such Special Investment Vehicle to the same extent as
         provided with respect to the Partnership in this Section 15.2,
         PROVIDED, that such action does not materially and adversely affect the
         interests of such Limited Partner at the time of such action.

Such attorney-in-fact and agent shall not, however, have the right, power or
authority to amend or modify this Agreement when acting in such capacities,
except to the extent authorized herein. This power of attorney shall not be
affected by the subsequent disability or incompetence of the principal. This
power of attorney shall be deemed to be coupled with an interest, shall be
irrevocable, shall survive and not be affected by the dissolution, bankruptcy or
legal disability of any Limited Partner and shall extend to such Limited
Partner's successors and assigns. This power of attorney may be exercised by
such attorney-in-fact and agent for all Limited Partners (or any of them) by a
single signature of the General Partner acting as attorney-in-fact with or
without listing all of the Limited Partners executing an instrument. Any person
dealing with the Partnership may conclusively presume and rely upon the fact
that any instrument referred to above, executed by such attorney-in-fact and
agent, is authorized, regular and binding, without further inquiry. If required,
each Limited Partner shall execute and deliver to the General



                                       52


Partner, within five Business Days after receipt of a request therefor, such
further designations, powers of attorney or other instruments as the General
Partner shall reasonably deem necessary for the purposes hereof. The foregoing
power of attorney as in effect at the time of any reorganization of the
Partnership pursuant to Section 13.6 shall thereafter continue in full force and
effect, and shall apply to the limited partnership, limited liability company or
other entity that becomes the successor to the Partnership pursuant to such
reorganization. The foregoing power of attorney as in effect at the time of the
conversion of, Transfer by, or merger of the General Partner pursuant to Section
2.7 shall, thereafter continue in full force and effect and shall apply to the
limited partnership, limited liability company, or other entity that becomes the
successor to the General Partner pursuant to such conversion, Transfer or
merger.

         15.3 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner
shall execute and deliver such other certificates, agreements and documents, and
take such other actions, as may reasonably be requested by the General Partner
in connection with the formation of the Partnership and the achievement of its
purposes and not inconsistent with the terms and provisions of this Agreement,
including, without limitation, (A) any documents that the General Partner deems
necessary or appropriate to form, qualify or continue the Partnership as a
limited partnership in all jurisdictions in which the Partnership conducts or
plans to conduct business and (B) all such agreements, certificates, tax
statements and other documents as may be required to be filed in respect of the
Partnership.

                                   SECTION 16

                            MISCELLANEOUS PROVISIONS

         16.1 NOTICES. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
transmitted by (A) registered or certified mail, return receipt requested,
postage prepaid, (B) hand delivery service prepaid, (C) next day or overnight
mail or delivery, in each case postage or service prepaid, (d) email (and, in
the case of a Partner who is no longer an employee of the Manager, confirmed by
phone, fax or return email) or (E) telecopy or facsimile, confirmed by telephone
or facsimile communication with such individual. All notices to any Partner
shall be addressed to such Partner and its trustee (if any) at their respective
addresses set forth in the Partnership Register or at such other address as such
Partner may have designated by notice in writing. Any Partner, other than the
General Partner, may designate a new address by written notice to that effect
given to the General Partner. The General Partner may designate a new address by
written notice to that effect given to all of the other Partners. All such
notices, requests, demands, waivers and other communications shall be deemed to
have been received (i) if by email, on the day immediately following the day
upon which such email was transmitted, (ii) if by personal delivery, on the day
after such delivery, (iii) if by certified or registered mail, on the fifth



                                       53


business day after the mailing thereof, (IV) if by next-day or overnight mail or
delivery, one day after the mailing thereof, or (V) if by facsimile, on the day
immediately following the day on which such facsimile was sent.

         16.2 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original and all of which
taken together shall constitute a single agreement.

         16.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the
headings of the sections of this Agreement are inserted for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provision hereof.

         16.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided
herein, this Agreement shall inure to the benefit of and be binding upon the
parties and to their respective heirs, executors, administrators, successors and
permitted assigns.

         16.5 SEVERABILITY. Every term and provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal or invalid
for any reason whatsoever, such term or provision will be enforced to the
maximum extent permitted by applicable law and, in any event, such illegality or
invalidity shall not affect the validity of the remainder of this Agreement. Any
default hereunder by a Limited Partner shall not excuse a default by any other
Limited Partner.

         16.6 NON-WAIVER. No provision of this Agreement shall be deemed to have
been waived except if the giving of such waiver is contained in a written notice
given to the party claiming such waiver and no such waiver shall be deemed to be
a waiver of any other or further obligation or liability of the party or parties
in whose favor the waiver was given.

         16.7 APPLICABLE LAW (SUBMISSION TO JURISDICTION). EXCEPT AS PROVIDED IN
THE DEFINITION OF "DISABLING CONDUCT", THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE CAYMAN ISLANDS. The General
Partner hereby submits to the nonexclusive jurisdiction of the courts of the
Cayman Islands and to the courts of the jurisdiction in which the principal
office of the Partnership is located (and, if the principal office is located in
the United States, of the federal district court having jurisdiction over the
location of the principal office) for the resolution of all matters pertaining
to the enforcement and interpretation of this Agreement.

         16.8 CONFIDENTIALITY. Each Limited Partner agrees that it shall not
disclose without the prior consent of the General Partner (other than to such
Limited Partner's employees, auditors, actuaries, counsel or prospective
transferees; PROVIDED, that such



                                       54


Limited Partner obtain the agreement of such Person to be bound by the
obligations of this Section 16.8) any information with respect to the
Partnership or the other Co-Investment Funds or any Portfolio Company that is
designated by the General Partner to such Limited Partner in writing as
confidential, PROVIDED that a Limited Partner may disclose any such information
(A) as has become generally available to the public, (B) as may be required or
appropriate in any report, statement or testimony submitted to any Governmental
Authority having jurisdiction over such Limited Partner, or to the National
Association of Insurance Commissioners or similar organizations and their
successors, (C) as may be required or appropriate in response to any summons or
subpoena or in connection with any litigation, (D) to the extent necessary in
order to comply with any law, order, regulation, ruling or other governmental
request applicable to such Limited Partner, (E) to its professional advisors and
(F) that constitutes United States federal income tax treatment or tax structure
of the Partnership (including transactions undertaken by the Partnership) and
all materials of any kind (including opinions or other tax analyses) that are
provided to such Limited Partner relating to such tax treatment and tax
structure, PROVIDED that, subject to the remainder of this Section 16.8 other
than Section 16.8(f), prior to the final Closing of the Partnership, Limited
Partners may not disclose the name of (or any other similar identifying
information, including the names of any employees, affiliates or investments
regarding) the Partnership, the General Partner or the Portfolio Investments
(other than their status for United States federal income tax purposes), except
to their tax advisors or to a regulatory authority as required by law.
Notwithstanding anything in this Agreement to the contrary, the General Partner
shall have the right to keep confidential any information known by the General
Partner as to Portfolio Companies, Portfolio Investments or other aspects of the
Partnership's investment activities if and to the extent that the General
Partner determines that keeping such information confidential is in the best
interests of the Partnership or that the Partnership is required by law or
agreement with a third party to keep confidential.

         16.9 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner
pursuant to Section 6.11(d) and Section 10 shall survive the termination or
expiration of this Agreement and the dissolution, winding up and termination of
the Partnership.

         16.10 WAIVER OF PARTITION. Except as may otherwise be provided by law
in connection with the winding-up, liquidation and dissolution of the
Partnership, each Partner hereby irrevocably waives any and all rights that it
may have to maintain an action for partition of any of the Partnership's
property.

         16.11 ENTIRE AGREEMENT. This Agreement (including, without limitation,
all Schedules attached hereto) and the Subscription Agreements, the related
Powers of Attorney and any other written agreement between the General Partner
or the Partnership and any Limited Partner with respect to the subject matter
hereof, shall constitute the entire agreement and understanding among the
Partners and between the Partners and the Initial Limited Partner with respect
to the subject matter hereof, and shall supersede any



                                       55


prior agreement or understanding among them hereto with respect to the subject
matter hereof, PROVIDED that the representations and warranties of the General
Partner and the Limited Partners in, and the other provisions of, the
Subscription Agreements shall survive the execution and delivery of this
Agreement.

         16.12 CURRENCY. The term "dollar" and the symbol "$", wherever used in
this Agreement, shall mean the United States dollar.













                                       56


         IN WITNESS WHEREOF, the undersigned have duly executed this Amended and
Restated Limited Partnership Agreement of Trident III Professionals Fund, L.P.
on the day and year first above written.

                                        GENERAL PARTNER:

                                        MMC GP III, INC.

                                        By:  __________________________________
                                             Name:
                                             Title:

                                        INITIAL LIMITED PARTNER:

                                        SOLELY TO REFLECT THE WITHDRAWAL OF
                                        THE INITIAL LIMITED PARTNER FOR PURPOSES
                                        OF SECTION 1.1:



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



                                        LIMITED PARTNERS:

                                        Each of the Limited Partners listed in
                                        the Partnership Register, pursuant to
                                        the power of attorney and authorization

                                        granted by each such Limited Partner to
                                        the General Partner as attorney-in-fact
                                        and agent under the separate Powers of
                                        Attorney, dated various dates:

                                        By:  MMC GP III, INC.


                                             By:  _____________________________
                                                  Name:
                                                  Title:






                                        MANAGER:

                                        SOLELY FOR THE PURPOSE OF ACCEPTING THE
                                        APPOINTMENT CONTAINED IN SECTION 7.

                                        MMC Capital, Inc.

                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:











                                       58

EX-10.33

                                                                        Ex 10.33




                              AMENDED AND RESTATED
                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                              TRIDENT III ESC, L.P.

                 (A Cayman Islands Exempted Limited Partnership)

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

LIMITED PARTNER INTERESTS IN TRIDENT III ESC, L.P. ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY. THEY MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF THE
GENERAL PARTNER OF TRIDENT III ESC, L.P. AND EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ALL OTHER APPLICABLE LAWS. INVESTORS
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN TRIDENT III
ESC, L.P. FOR AN INDEFINITE PERIOD OF TIME.

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





                                TABLE OF CONTENTS



SECTION                                                                                               PAGE
- -------                                                                                               ----

                                                                                                  
SECTION 1         ORGANIZATION, ETC......................................................................1
1.1      Amendment and Restatement of the Initial Agreement; Admission of Limited Partners...............1
1.2      Name and Offices................................................................................1
1.3      Purposes........................................................................................2
1.4      Term............................................................................................2
1.5      Fiscal Year.....................................................................................2
1.6      Partnership Powers..............................................................................2

SECTION 2         THE GENERAL PARTNER....................................................................3
2.1      Management......................................................................................3
2.2      Limitations on the General Partner..............................................................4
2.3      Reliance by Third Parties.......................................................................4
2.4      Fees and Expenses...............................................................................4
2.5      Conflicts of Interest...........................................................................5
2.6      Liability of the General Partner and the Manager................................................6

SECTION 3         LIMITED PARTNERS.......................................................................7
3.1      Eligibility.....................................................................................7
3.2      No Participation in Management, etc.............................................................7
3.3      Limitation of Liability.........................................................................7
3.4      No Priority, etc................................................................................7
3.5      Further Actions of the Limited Partners.........................................................7

SECTION 4         INVESTMENTS............................................................................8
4.1      Investments in Portfolio Companies..............................................................8
4.2      Special Investment Vehicle; Blocker Structures..................................................8
4.3      Temporary Investments...........................................................................9

SECTION 5         CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS..........................................9
5.1      Capital Contributions and Capital Commitments of the Partners...................................9
5.2      Defaulting Partner.............................................................................10
5.3      Further Actions................................................................................11
5.4      Excused Investments............................................................................11

SECTION 6         CAPITAL ACCOUNTS; DISTRIBUTIONS.......................................................11
6.1      Capital Accounts...............................................................................11
6.2      Adjustments to Capital Accounts................................................................11
6.3      Distributions..................................................................................11
6.4      Overriding Provision...........................................................................11
6.5      Distributions in Kind..........................................................................12
6.6      Negative Capital Accounts......................................................................12
6.7      No Withdrawal of Capital.......................................................................12
6.8      Allocations....................................................................................12
6.9      Tax Matters....................................................................................12
6.10     Withholding Taxes..............................................................................13





                                       i


                                TABLE OF CONTENTS
                                   (continued)



SECTION                                                                                               PAGE
- -------                                                                                               ----

                                                                                                  
6.11     Final Distribution.............................................................................15

SECTION 7         THE MANAGER...........................................................................15

SECTION 8         BANKING, CUSTODY OF SECURITIES, ACCOUNTING, BOOKS AND RECORDS, ADMINISTRATIVE
                  SERVICES .............................................................................15
8.1      Banking; Custody of Securities.................................................................15
8.2      Maintenance of Books and Records; Access.......................................................16
8.3      Partnership Tax Returns........................................................................16

SECTION 9         REPORTS TO PARTNERS, ANNUAL MEETING, VALUATIONS.......................................16
9.1      Independent Auditors...........................................................................16
9.2      Partnership Reports to Limited Partners........................................................17
9.3      United States Federal Income Tax Information...................................................17
9.4      Annual Meeting.................................................................................17
9.5      Valuation......................................................................................17

SECTION 10        INDEMNIFICATION.......................................................................18
10.1     Indemnification of Covered Persons.............................................................18
10.2     Expenses, etc..................................................................................19
10.3     Notices of Claims, etc.........................................................................19
10.4     No Waiver......................................................................................20
10.5     Covered Persons May Rely and Enforce...........................................................20

SECTION 11        TRANSFERS, REdemptions AND WITHDRAWALS................................................20
11.1     General Restrictions on Transfers and Withdrawals; Material Adverse Effects; Regulatory
         Redemptions....................................................................................20
11.2     Additional Limited Partners....................................................................21
11.3     Multi-Fund and Multi-Vehicle Adjustments.......................................................23
11.4     Effect of Termination of Employment............................................................24
11.5     Transfer or Withdrawal by the General Partner..................................................25

SECTION 12        DEATH, INCOMPETENCY OR BANKRUPTCY OR DISSOLUTION OF PARTNERS..........................26
12.1     Bankruptcy or Dissolution of the General Partner...............................................26
12.2     Death, Incompetence, Bankruptcy, Dissolution or Withdrawal of a Limited Partner................26

SECTION 13        DISSOLUTION AND TERMINATION OF PARTNERSHIP............................................26
13.1     Dissolution....................................................................................26
13.2     Distribution Upon Dissolution..................................................................27
13.3     Distributions in Cash or in Kind...............................................................28
13.4     Time for Liquidation, etc......................................................................28




                                       ii


                                TABLE OF CONTENTS
                                   (continued)



SECTION                                                                                               PAGE
- -------                                                                                               ----

                                                                                                  
13.5     General Partner and Members of MMC Not Personally Liable for Return of Capital Contributions...28
13.6     Reorganization of the Partnership..............................................................29

SECTION 14        DEFINITIONS...........................................................................31

SECTION 15        AMENDMENTS............................................................................37

SECTION 16        MISCELLANEOUS PROVISIONS..............................................................37
16.1     Notices........................................................................................37
16.2     Counterparts...................................................................................38
16.3     Table of Contents and Headings.................................................................38
16.4     Successors and Assigns.........................................................................38
16.5     Severability...................................................................................38
16.6     Non-Waiver.....................................................................................38
16.7     Applicable Law (Submission to Jurisdiction)....................................................39
16.8     Confidentiality................................................................................39
16.9     Survival of Certain Provisions.................................................................39
16.10    Waiver of Partition............................................................................40
16.11    Currency.......................................................................................40
16.12    Entire Agreement...............................................................................40









                                       iii



         This Amended and Restated Limited Partnership Agreement (as from time
to time amended, restated, supplemented or otherwise modified, this "AGREEMENT")
of TRIDENT III ESC, L.P., a Cayman Islands exempted limited partnership (the
"PARTNERSHIP"), is made and entered into on December 12, 2003 for the purpose of
amending and restating the initial Limited Partnership Agreement of the
Partnership, dated __________ __, 2003 (the "INITIAL AGREEMENT"). Capitalized
terms used herein without definition have the meanings specified in Section 14.

                                   SECTION 1

                               ORGANIZATION, ETC.

         1.1 AMENDMENT AND RESTATEMENT OF THE INITIAL AGREEMENT; ADMISSION OF
LIMITED PARTNERS. The General Partner, the Initial Limited Partner and the
Persons listed in the records of the Partnership as limited partners of the
Partnership (such Persons, in their capacities as limited partners of the
Partnership, the "LIMITED PARTNERS" and, together with the General Partner, the
"PARTNERS", both such terms to include any Person hereafter admitted as a
Partner in accordance with the terms hereof, and to exclude any Person that
ceases to be a Partner in accordance with the terms hereof), hereby amend and
restate the Initial Agreement in its entirety by deleting it and replacing it
with this Agreement. A Person shall be admitted as a limited partner of the
Partnership at the time that this Agreement and a Subscription Agreement are
executed by or on behalf of such Person and accepted by the General Partner. Any
such admission shall be listed by the General Partner in the register of
partnership interests of the Partnership maintained at its registered office.
Upon the admission of the first Limited Partner to the Partnership, the Initial
Limited Partner shall cease to be a partner of the Partnership and the
Partnership shall return the original capital contribution made by the Initial
Limited Partner, who shall have no further rights or claims against, or
obligations as a partner of, the Partnership.

         1.2 NAME AND OFFICES. The name of the Partnership is Trident III ESC,
L.P. The Partnership shall have its registered office in the Cayman Islands at
the offices of Walkers SPV Limited, Walkers House, Mary Street, P.O. Box 908 GT,
George Town, Grand Cayman, Cayman Islands, at which shall be kept the records
required to be maintained under the Partnership Law, at which the service of
process on the Partnership may be made and to which all notices and
communications may be addressed. The General Partner may designate from time to
time another office in the Cayman Islands as the Partnership's registered
office. The General Partner may from time to time maintain one or more other
offices within or without the United States. The Partnership may from time to
time have such other office or offices within or without the Cayman Islands as
may be designated by the General Partner.




                                       1


         1.3 PURPOSES. Subject to the other provisions of this Agreement, the
purposes and business of the Partnership are to co-invest (and, in connection
with such co-investments, to acquire, hold, manage and Transfer Securities) with
Trident III, L.P., a Cayman Islands exempted limited partnership (the
"INSTITUTIONAL FUND", and, together with any other investment funds and separate
accounts organized and/or managed by MMC or its Affiliates and authorized to
co-invest with the Institutional Fund, the "PARALLEL FUNDS"), and to engage in
such other activities as the General Partner deems necessary, advisable,
convenient or incidental thereto, to engage in any business which may lawfully
be conducted by a limited partnership formed pursuant to the Partnership Law,
and to carry on any activities relating thereto or arising therefrom, including
anything incidental, ancillary or necessary to the foregoing, PROVIDED that the
Partnership shall not undertake business with the public in the Cayman Islands
other than so far as may be necessary for the carrying on of the activities of
the Partnership exterior to the Cayman Islands.

         1.4 TERM. The term of the Partnership commenced on the date set forth
in the statement (as it may be amended from time to time, the "STATEMENT")
effecting its registration as an exempted limited partnership pursuant to
Section 9 of the Partnership Law and shall continue, unless the Partnership is
sooner dissolved, until the end of the term of the Institutional Fund, including
as such term is extended pursuant to the Institutional Fund Agreement (such term
of the Partnership, as so extended, being referred to as the "TERM"), PROVIDED,
that the General Partner in its sole discretion may extend such Term
Notwithstanding the expiration of the Term, the Partnership shall continue until
notice of dissolution of the Partnership is filed in accordance with Section
13.4 and in the manner provided in the Partnership Law.

         1.5 FISCAL YEAR. The Fiscal Year of the Partnership shall end on the
31st day of December in each year. The Partnership shall have the same Fiscal
Year for income tax and for financial and partnership accounting purposes.

         1.6 PARTNERSHIP POWERS. In furtherance of the purposes specified in
Section 1.3 and without limiting the generality of Section 2.1, the Partnership
and the General Partner, acting on behalf of the Partnership or on its own
behalf and in its own name, as appropriate, shall be empowered to do or cause to
be done any and all acts deemed by the General Partner, in its sole discretion,
to be necessary, advisable, appropriate, proper, convenient or incidental to or
for the furtherance of the purposes of the Partnership including, without
limitation, the power and authority:

                  (a) to acquire, hold, manage and Transfer Securities or any
         other investments made or other property or assets held by the
         Partnership;

                  (b) to establish, have, maintain or close one or more offices
         within or without the Cayman Islands and in connection therewith to
         rent or acquire office space and to engage personnel;

                  (c) to open, maintain and close bank and brokerage (including,
         without limitation, margin) accounts, including, without limitation, to
         draw




                                       2


         checks or other orders for the payment of moneys, to exchange U.S.
         dollars held by the Partnership into non-U.S. currencies and vice
         versa, to enter into currency forward and futures contracts, to hedge
         Portfolio Investments, and to invest such funds as are temporarily not
         otherwise required for Partnership purposes in Temporary Investments;

                  (d) to bring, defend, settle and dispose of actions,
         Proceedings at law or in equity or before any Governmental Authority;

                  (e) to retain and remove consultants, custodians, attorneys,
         placement agents, accountants, actuaries and such other agents and
         employees of the Partnership as it may deem necessary or advisable, and
         to authorize each such agent and employee to act for and on behalf of
         the Partnership;

                  (f) to retain the Manager as contemplated by Section 7 to
         render investment advisory and managerial services to the Partnership;

                  (g) to execute, deliver and perform its obligations under the
         Subscription Agreements and any agreements to induce any Person to
         purchase limited partner interests in the Partnership, without any
         further act, approval or vote of any Partner;

                  (h) to make all elections, investigations, evaluations and
         decisions, binding the Partnership thereby, that may, in the sole
         discretion of the General Partner, be necessary, appropriate, desirable
         or convenient for the acquisition, holding or disposition of Securities
         for the Partnership;

                  (i) to enter into, deliver, perform and carry out contracts
         and agreements of every kind necessary or incidental to the offer and
         sale of limited partner interests in the Partnership, to the
         acquisition, holding and Transfer of Securities, or otherwise, to the
         accomplishment of the Partnership's purposes, and to take or omit to
         take such other action in connection with such offer and sale, with
         such acquisition, holding or Transfer, or with the business of the
         Partnership as may be necessary, desirable or convenient to further the
         purposes of the Partnership;

                  (j) to borrow money and to issue guarantees; and

                  (k) to carry on any other activities necessary to, in
         connection with, or incidental to any of the foregoing or the
         Partnership's business.

                                   SECTION 2

                               THE GENERAL PARTNER

         2.1 MANAGEMENT. The management, control and operation of and the
determination of policy with respect to the Partnership and its affairs shall be
vested exclusively in the General Partner (acting directly or through its duly
appointed agents),



                                       3


which is hereby authorized and empowered on behalf and in the name of the
Partnership, subject to Section 2.2 and the other terms of this Agreement, to
carry out any and all of the objects and purposes of the Partnership and to
perform all acts and enter into and perform all contracts and other undertakings
that it may in its sole discretion deem necessary, advisable, convenient or
incidental thereto. The General Partner may exercise on behalf of the
Partnership, and may delegate to the Manager, all of the powers set forth in
Section 1.6, PROVIDED, that the management and the conduct of the activities of
the Partnership shall remain the sole responsibility of the General Partner and
all decisions relating to the selection and disposition of the Partnership's
investments shall be made exclusively by the General Partner in accordance with
this Agreement. The General Partner is hereby authorized to appoint a successor
general partner.

         2.2 LIMITATIONS ON THE GENERAL PARTNER. The General Partner shall not:

                  (a) do any act in contravention of any applicable law or
         regulation, or any provision of this Agreement or of the Statement;

                  (b) possess Partnership property for other than a Partnership
         purpose;

                  (c) admit any Person as a general partner of the Partnership
         except as permitted by this Agreement and the Partnership Law;

                  (d) admit any Person as a Limited Partner except as permitted
         by this Agreement and the Partnership Law;

                  (e) Transfer its interest in the Partnership except as
         permitted by this Agreement and the Partnership Law; or

                  (f) permit the registration or listing of interests in the
         Partnership on an "established securities market," as such term is used
         in Treasury Regulations section 1.7704-1.

         2.3 RELIANCE BY THIRD PARTIES. In dealing with the General Partner and
its duly appointed agents (including, without limitation, the Manager), no
Person shall be required to inquire as to the General Partner's or any such
agent's authority to bind the Partnership.

         2.4 FEES AND EXPENSES. (a) The Partnership shall not pay any management
fee, carried interest or other similar fee or performance incentive to the
General Partner, the Manager, MMC or any of their respective Affiliates.

                  (b) All expenses relating to the organization of the
         Partnership shall be paid by the Partnership and shall be allocated to
         all Partners in proportion to their Capital Commitments.

                  (c) The Partnership shall pay its PRO RATA share of actual
         out-of-pocket expenses of investigating potential investment
         opportunities and monitoring portfolio companies, such as travel,
         legal, auditing, consulting, accounting,



                                       4


         actuarial and other professional fees or third-party expenses, in all
         cases to the extent not reimbursed by others. The Partnership shall pay
         all extraordinary expenses (such as litigation) and all costs and
         expenses relating to the Partnership's activities, including, but not
         limited to, legal, auditing, consulting, accounting, tax preparation,
         custodial fees and costs of reports to and meetings of the Partners.

         2.5 CONFLICTS OF INTEREST. (a) GENERAL. While the General Partner and
the Manager intend to avoid situations involving conflicts of interest, each
Limited Partner acknowledges that there may be situations in which the interests
of the Partnership, with respect to a Portfolio Company or otherwise, may
conflict with the interests of the General Partner, the Manager or their
respective Affiliates. Each Limited Partner agrees that the activities of the
General Partner, the Manager and their respective Affiliates specifically
authorized by or described in this Agreement or the Memorandum may be engaged in
by the General Partner, the Manager or any such Affiliate, as the case may be,
and shall not, in any case or in the aggregate, be deemed a breach of this
Agreement or any duty owed by any such Person to the Partnership or any Partner.
On any issue involving an actual conflict of interest not provided for elsewhere
in this Agreement, each of the General Partner and the Manager shall take such
actions as are determined in good faith by the Manager or the General Partner,
as the case may be, to be necessary or appropriate to ameliorate any such
conflict of interest.

                  (b) OTHER FUNDS. MMC, the General Partner, the Manager and any
         of their respective Affiliates may organize, sponsor or manage private
         investment funds and separate accounts in addition to the Partnership
         (such funds and accounts, including any Parallel Funds, the "OTHER
         FUNDS"), including Other Funds having primary investment objectives and
         policies substantially the same as those of the Partnership. Investment
         opportunities suitable for the Partnership shall be allocated among the
         Partnership and the Other Funds by the general partner of the
         Institutional Fund. The agreements governing the Other Funds may
         include restrictions on activities of MMC or its Affiliates that would
         otherwise be permitted under this Section 2.5, or may subject such
         activities to conditions. The General Partner shall afford the
         Partnership the benefits of any such restrictions or conditions to the
         extent it deems appropriate.

                  (c) CERTAIN CONTRACTS. Subject to the other provisions of this
         Agreement, the General Partner or the Manager may cause the Partnership
         to enter into contracts and transactions with MMC or any of its
         Affiliates (including the Manager), PROVIDED that the General Partner
         shall have determined in good faith that the terms of any such contract
         or transaction are commercially reasonable to the Partnership.

                  (d) OTHER RESTRICTIONS. Notwithstanding any other provision of
         this Agreement, the Partnership's investment activities shall at all
         times be conducted in accordance with the conditions of any order under
         Section 6(b) of the Investment Company Act that is from time to time
         applicable to the Partnership. Each proposed transaction involving the
         Partnership otherwise prohibited by



                                       5


         Section 17(a) or Section 17(d) of the Investment Company Act and Rule
         17d-1 thereunder (the "SECTION 17 TRANSACTIONS") shall be effected only
         if the General Partner makes such determinations as are required by any
         such order. The General Partner shall record and preserve a description
         of each Section 17 Transaction, its findings, the information or
         materials upon which its findings are based and the basis therefor. All
         such records shall be maintained for the life of the Partnership and at
         least two years thereafter. In connection with Section 17 Transactions,
         the General Partner shall adopt, and periodically review and update,
         procedures designed to ensure that reasonable inquiry is made, prior to
         the consummation of any such transaction, with respect to the possible
         involvement in the transaction of any affiliated person or promoter of
         the Partnership, or any affiliated person of such a person or promoter.
         In any case where purchases or sales are made from or to an entity
         affiliated with the Partnership by reason of a 5% or more investment in
         such entity by a director, officer or employee of MMC, such individual
         shall not participate in the General Partner's determination of whether
         or not to effect such purchase or sale.

         2.6 LIABILITY OF THE GENERAL PARTNER AND THE MANAGER. (a) Except as
otherwise provided in the Partnership Law, the General Partner has the
liabilities of a partner in a partnership without limited partners to (i)
subject to the other provisions of this Agreement, the Partnership and the other
Partners and (ii) Persons other than the Partnership and the other Partners. No
Covered Person shall be liable to the Partnership or any Partner for any act or
omission taken or suffered by any such Covered Person in good faith. No Partner
shall be liable to the Partnership or any Partner for any action taken by any
other Partner. To the extent that, at law or in equity, a Covered Person has
duties and liabilities to the Partnership or to the Partners, such Covered
Person acting under this Agreement or otherwise shall not be liable to the
Partnership or any Partner for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they expressly
restrict, replace or modify the duties and liabilities of a Covered Person
otherwise existing at law or in equity, are agreed by the Partners to restrict,
replace or modify such other duties and liabilities of such Covered Person.

                  (b) RELIANCE. A Covered Person shall incur no liability in
         acting upon any signature or writing believed by such Covered Person to
         be genuine, may rely on a certificate signed by an officer of any
         Person in order to ascertain any fact with respect to such Person or
         within such Person's knowledge and may rely on an opinion of counsel
         selected by such Covered Person with respect to legal matters. Each
         Covered Person may act directly or through its agents or attorneys.
         Each Covered Person may consult with counsel, appraisers, engineers,
         accountants, actuaries, auditors and other skilled Persons of its
         choosing, and shall not be liable for anything done, suffered or
         omitted in good faith reliance upon the advice of any of such Persons.
         No Covered Person shall be liable to the Partnership or any Partner for
         any error of judgment made in good faith by a responsible officer or
         officers of such Covered Person. Except as otherwise provided in this
         Section 2.6, no Covered Person shall be liable to the Partnership or
         any Partner for any mistake of fact or judgment by such Covered Person
         in



                                       6


         conducting the affairs of the Partnership or otherwise acting in
         respect of and within the scope of this Agreement.

                  (c) DISCRETION. Whenever in this Agreement the General Partner
         or the Manager is permitted or required to make a decision (i) in its
         "sole discretion" or "discretion" or under a grant of similar authority
         or latitude, the General Partner or the Manager, as the case may be,
         shall be entitled to consider only such interests and factors as it
         deems appropriate, including, without limitation, its interests, or
         (ii) in its "good faith" or under another expressed standard, the
         General -- Partner or the Manager, as the case may be, shall act under
         such express standard and shall not be subject to any other or
         different standard imposed by this Agreement or any other agreement or
         by relevant provisions of law or in equity or otherwise. If any
         questions should arise with respect to the operation of the
         Partnership, which are not specifically provided for in this Agreement
         or the Partnership Law, or with respect to the interpretation of this
         Agreement, the General Partner is hereby authorized to make a final
         determination with respect to any such question and to interpret this
         Agreement in good faith, and its determination and interpretation so
         made shall be final and binding on all parties.

                                   SECTION 3

                                LIMITED PARTNERS

         3.1 ELIGIBILITY. Each Limited Partner (other than MMC and its
Affiliates) must, as a condition of partnership, qualify as an Eligible Employee
(as determined by the General Partner in its sole discretion).

         3.2 NO PARTICIPATION IN MANAGEMENT, ETC. No Limited Partner, in its
capacity as a limited partner of the Partnership, shall take part in the
management or control of the Partnership's affairs, transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. No Limited Partner shall have the right to vote for the election,
removal or replacement of the General Partner, except that, upon an event
causing the immediate dissolution of the Partnership pursuant to Section 15 of
the Partnership Law or Section 13.1 of this Agreement, the Limited Partners may
vote to unanimously elect one or more new general partners of the Partnership
pursuant to Section 15 of the Partnership Law.

         3.3 LIMITATION OF LIABILITY. Except as may otherwise be provided herein
or by the Partnership Law, the liability of each Limited Partner is limited to
its Capital Commitment.

         3.4 NO PRIORITY, ETC. No Limited Partner shall have priority over any
other Limited Partner either as to the return of the amount of its Capital
Contribution to the Partnership, or as to any allocation of income, gain,
deduction or loss.

         3.5 FURTHER ACTIONS OF THE LIMITED PARTNERS. Each Limited Partner shall
execute and deliver such other certificates, agreements and documents, and take
such



                                       7


other actions, as may reasonably be requested by the General Partner in
connection with the formation of the Partnership and the achievement of its
purposes, including, without limitation, (A) any documents that the General
Partner deems necessary or appropriate to form, qualify or continue the
Partnership as a limited partnership in all jurisdictions in which the
Partnership has an office or conducts or plans to conduct business and (B) all
such agreements, certificates, tax statements and other documents as may be
required to be filed in respect of the Partnership.

                                   SECTION 4

                                   INVESTMENTS

         4.1 INVESTMENTS IN PORTFOLIO COMPANIES. (a) GENERAL. The Partnership
shall co-invest (and, in connection with such co-investments, acquire, hold,
manage and Transfer Securities) with the Parallel Funds to the extent and in the
manner determined by the general partner of the Institutional Fund pursuant to
the Institutional Fund Agreement, PROVIDED that in all instances the Partnership
shall co-invest with the Parallel Funds PRO RATA (allowing for rounding) on the
basis of committed capital in the same class or classes of Securities acquired
by the Parallel Funds on the same terms and at the same time as the Parallel
Funds, except that the Partnership may purchase from the Parallel Funds its PRO
RATA share of any portfolio investment acquired by the Parallel Funds prior to a
Closing Date at the acquisition cost to the Parallel Funds, plus interest
(calculated from the date the Parallel Funds acquired such investment) at a rate
per annum equal to the Prime Rate plus two percent (2%).

                  (b) REINVESTMENT. Proceeds from the disposition of Bridge
         Financings, Temporary Investments and Portfolio Investments may, in the
         sole discretion of the General Partner, be retained and reinvested by
         the Partnership to the same extent that the Institutional Fund is
         permitted by the Institutional Fund Agreement to reinvest proceeds from
         the disposition of such financings and investments;

                  (c) PARTICIPATION. The Partners shall participate in Bridge
         Financings and Portfolio Investments in proportion to their Available
         Capital Commitments.

         4.2 SPECIAL INVESTMENT VEHICLE; BLOCKER STRUCTURES. (a) If the General
Partner determines for legal, tax, regulatory or other reasons that it is
appropriate for any or all of the Partners to participate in one or more
investments, each of which would be a Portfolio Investment if it were made by
the Partnership, through an entity other than the Partnership, the General
Partner may structure the making of such investment or investments outside of
the Partnership by requiring each such Partner to contribute capital to an
alternative entity (each, a "SPECIAL INVESTMENT VEHICLE") that, in lieu of the
Partnership, shall invest in such investment or investments. In such event, (i)
each such Partner shall make a capital commitment directly to such Special
Investment Vehicle and such capital commitment shall reduce the Capital
Commitment of such Partner to the same extent, and (ii) each such Limited
Partner shall participate in the Special Investment Vehicle pursuant to the
Power of Attorney executed by such Limited Partner, and



                                       8


documentation with respect to such Special Investment Vehicle shall be executed
and delivered on behalf of each such Limited Partner by the General Partner
pursuant to such Power of Attorney. The economic terms of the organizational
documents of any Special Investment Vehicle shall be substantially similar in
all material respects to those of the Partnership.

                  (b) If the General Partner determines, in its sole discretion,
         that a Portfolio Investment may give rise to material taxable income
         which is (or is taken into account as if it were) effectively connected
         with the conduct of a trade or business within the United States to a
         Limited Partner subject to tax on such income under section 871(b) or
         897 of the Code, the General Partner may cause the Partnership to
         invest in such Portfolio Investment through an entity treated as a
         corporation for United States federal income tax purposes, in which
         event the General Partner may utilize one or more Special Investment
         Vehicles and/or subsidiaries of the Partnership.

         4.3 TEMPORARY INVESTMENTS. The General Partner may invest funds held by
the Partnership in Temporary Investments pending investment in Portfolio
Investments, pending distribution or for any other purpose.

                                   SECTION 5

                  CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS

         5.1 CAPITAL CONTRIBUTIONS AND CAPITAL COMMITMENTS OF THE PARTNERS. (a)
Subject to Sections 5.4 and 10.1(b), each Partner shall, to the extent requested
by the General Partner, make Capital Contributions to the Partnership in the
aggregate amount of their respective Capital Commitments as set forth in such
Partner's Subscription Agreement and/or as reflected in the records of the
Partnership.

                  (b) Such Capital Contributions shall be drawn down in
         installments, each of which shall be contributed by each Partner in
         United States dollars. The first installment (in an amount equal to
         twenty percent (20%) of such Partner's Capital Commitment) shall be
         paid on the Closing Date on which such Partner is admitted to the
         Partnership. Subsequent capital installments (each in an amount equal
         to at least ten percent (10%) of such Partner's Capital Commitment, but
         never in an amount greater than such Partner's Remaining Capital
         Commitment) shall be paid in separate Drawdowns in the sole discretion
         of the General Partner, subject to the following terms and conditions:

                           (i) The General Partner shall provide each Partner
                  with a notice (the "DRAWDOWN NOTICE") at least thirty days
                  prior to the date of Drawdown.

                           (ii) Each Partner shall pay to the Partnership the
                  Capital Contribution of such Partner as specified in the
                  Drawdown Notice in cash




                                       9


                  or other immediately available funds, by the date specified in
                  the applicable Drawdown Notice.

         5.2 DEFAULTING PARTNER. If any Limited Partner fails to contribute, in
a timely manner, any portion of the Capital Commitment required to be
contributed by such Limited Partner and any such failure continues for ten
Business Days after receipt of written notice thereof from the General Partner
(a "DEFAULT"), then such Limited Partner (a "DEFAULTING PARTNER") may be
designated by the General Partner as in default and shall thereafter be subject
to the provisions of this Section 5.2. The General Partner may choose not to
designate any Limited Partner as a Defaulting Partner and may agree to waive or
permit the cure of any Default by a Limited Partner, subject to such conditions
as the General Partner and the Defaulting Partner may agree upon. In the event
that a Limited Partner becomes a Defaulting Partner, (i) such Defaulting
Partner's Remaining Capital Commitment shall be deemed to be zero, (ii) such
Defaulting Partner shall have no interest in future Portfolio Investments and no
right to contribute capital to future Portfolio Investments, and (iii) such
Limited Partner shall be entitled to receive only one-half of the total
distributions (including, without limitation, distributions previously made)
that it would have been entitled to receive had it not become a Defaulting
Partner, with the other one-half of such distributions to be applied when and as
amounts become distributable, FIRST to the Partnership in an amount equal to
such Limited Partner's PRO RATA share of the accrued and unpaid and/or
anticipated expenses of the Partnership (including any amounts payable upon
dissolution or to fund indemnification obligations), and SECOND, to all Partners
other than Defaulting Partners in accordance with their respective Capital
Commitments; PROVIDED, that the General Partner, MMC, or any of their respective
Affiliates (other than any natural person) shall have an option to assume the
Remaining Capital Commitments of the Defaulting Partner. From time to time it
may be necessary (because of irregular or insufficient cashflows or otherwise)
for the Partnership, the General Partner or the Manager to advance payment of
expenses allocable to the interest of a Defaulting Partner whose Remaining
Capital Commitment has been deemed to be zero pursuant to this Section 5.2 and,
before any amounts may be distributed by the Partnership pursuant to the
immediately preceding sentence, the amount of any such payment, plus interest
(at the Applicable Federal Rate, determined on and calculated from the date of
such payment), shall be deducted from future distributions by the Partnership in
respect of such Defaulting Partner's interest and paid by the Partnership to the
Person that made such advance payment. The General Partner shall make such
adjustments, including, without limitation, adjustments to the Capital Accounts
of the Partners (including, without limitation, the Defaulting Partners), as it
determines to be appropriate to give effect to the provisions of this Section
5.2. On any date following a Default by a Defaulting Partner, such Defaulting
Partner shall be required to pay to the Partnership all amounts that such
Defaulting Partner would be required to contribute to the Partnership if the
Partnership were dissolved as of such date (and its assets liquidated at fair
market value as of the most recent valuation date). Notwithstanding any other
provision of this Section 5.2, the obligations of any Defaulting Partner to the
Partnership hereunder shall not be extinguished as a result of the transactions
contemplated by this Section 5.2. Whenever the vote, consent or decision of a
Limited Partner or of the Limited Partners is required or permitted pursuant to
this Agreement or under the Partnership Law, a Defaulting Partner shall not be
entitled to



                                       10


participate in such vote or consent, or to make such decision, and such vote,
consent or decision shall be tabulated or made as if such Defaulting Partner
were not a Limited Partner.

         5.3 FURTHER ACTIONS. To the extent deemed necessary in the sole
discretion of the General Partner, the General Partner shall cause this
Agreement to be amended, without the need for any further act, vote or approval
of any other Partner or Persons, to reflect as appropriate the occurrence of any
of the transactions referred to in this Section 5 or in Section 11.

         5.4 EXCUSED INVESTMENTS. The General Partner may, in its sole
discretion, excuse any Limited Partner from participation in any investment of
the Partnership if the General Partner has determined, in its sole discretion,
that such investment may constitute a conflict of interest for such Limited
Partner.

                                   SECTION 6

                         CAPITAL ACCOUNTS; DISTRIBUTIONS

         6.1 CAPITAL ACCOUNTS. There shall be established on the books and
records of the Partnership a capital account (a "CAPITAL ACCOUNT") for each
Partner.

         6.2 ADJUSTMENTS TO CAPITAL ACCOUNTS. As of the last day of each Period,
the balance in each Partner's Capital Account shall be adjusted by (A)
increasing such balance by (i) such Partner's allocable share of each item of
the Partnership's income and gain for such Period (allocated in accordance with
Section 6.8) and (ii) the Capital Contributions, if any, made by such Partner
during such Period and (B) decreasing such balance by (i) the amount of cash or
the Value of Securities or other property distributed or deemed distributed to
such Partner pursuant to Sections 6 or 13 and (ii) such Partner's allocable
share of each item of the Partnership's deduction or loss for such Period
(allocated in accordance with Section 6.8). Each Partner's Capital Account shall
be further adjusted with respect to any special allocations or adjustments
pursuant to this Agreement.

         6.3 DISTRIBUTIONS. Except as otherwise provided in this Agreement
(including in Section 4.1(b)), Distributable Cash shall be distributed to the
Partners in proportion to their Sharing Percentages for the Bridge Financing,
Temporary Investment or Portfolio Investment to which such Distributable Cash is
attributable.

         6.4 OVERRIDING PROVISION. Notwithstanding any other provision of this
Agreement, distributions shall be made only to the extent of Available Assets
and in compliance with the Partnership Law.





                                       11


         6.5 DISTRIBUTIONS IN KIND. Prior to the dissolution of the Partnership,
distributions may be in cash or marketable Securities. In connection with the
liquidation and dissolution of the Partnership, distributions may also include
restricted Securities or other assets of the Partnership. In the event a
distribution of Securities or other assets is made, such Securities or other
assets shall be deemed to have been sold at their Value and the proceeds of such
sale shall be deemed to have been distributed to the Partners for all purposes
of this Agreement. Subject to Section 13.2, Securities or other assets
distributed in kind shall be distributed in proportion to the aggregate amounts
that would be distributed to each Partner pursuant to Section 6.3, such
aggregate amounts to be estimated in the good faith judgment of the General
Partner. The General Partner may cause certificates evidencing any Securities to
be distributed to be imprinted with legends as to such restrictions on Transfers
that it may deem necessary or appropriate, including, without limitation,
legends as to applicable United States federal or state or non-U.S. Securities
laws or other legal or contractual restrictions, and may require any Partner to
whom Securities are to be distributed to agree in writing (i) that such
Securities shall not be transferred except in compliance with such restrictions
and (ii) to such other matters as the General Partner may deem necessary or
appropriate.

         6.6 NEGATIVE CAPITAL ACCOUNTS. No Limited Partner shall, and except as
otherwise required by law the General Partner shall not, be required to make up
a negative balance in its Capital Account.

         6.7 NO WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided
herein, no Partner shall have the right to withdraw capital from the Partnership
or to receive any distribution of or return on such Partner's Capital
Contributions.

         6.8 ALLOCATIONS. Each item of income, gain, loss, credit and deduction
of the Partnership (determined in accordance with U.S. tax principles as applied
to the maintenance of capital accounts) shall be allocated among the Capital
Accounts of the Partners with respect to each Period as of the end of such
Period in a manner that as closely as possible gives economic effect to the
provisions of Sections 6 and 13 and the other relevant provisions of this
Agreement.

         6.9 TAX MATTERS. Except as otherwise provided herein, the income,
gains, losses, credits and deductions recognized by the Partnership shall be
allocated among the Partners, for United States federal, state and local income
tax purposes, to the extent permitted under the Code and the Treasury
Regulations, in the same manner that each such item is allocated to the
Partners' Capital Accounts. Notwithstanding the foregoing, the General Partner
shall have the power in its sole discretion to make such allocations for United
States federal, state and local income tax purposes as may be necessary to
maintain substantial economic effect, or to ensure that such allocations are in
accordance with the interests of the Partners in the Partnership, in each case
within the meaning of the Code and the Treasury Regulations. Tax credits shall
be allocated in good faith by the General Partner. All matters concerning
allocations for United States federal, state and local and non-U.S. income tax
purposes, including accounting procedures, not expressly provided for by the
terms of this Agreement shall be determined in good faith by the General
Partner. The General Partner may, in its sole discretion, cause the



                                       12


Partnership to make the election under section 754 of the Code. The General
Partner is hereby designated as the "tax matters partner" of the Partnership, as
provided in the Treasury Regulations pursuant to section 6231 of the Code (and
any similar provisions under any other state or local or non-U.S. tax laws).
Each Partner hereby consents to such designation and agrees that upon the
request of the General Partner it shall execute, certify, acknowledge, deliver,
swear to, file and record at the appropriate public offices such documents as
may be necessary or appropriate to evidence such consent. Either the General
Partner shall have executed and filed a U.S. Internal Revenue Service Form 8832
prior to the date hereof electing to classify the Partnership as a partnership
for U.S. federal income tax purposes pursuant to section 301.7701-3 of the
Treasury Regulations as of a date no later than the date hereof, or the General
Partner shall timely execute and file such Form 8832 on or after the date hereof
electing to classify the Partnership as a partnership for United States federal
income tax purposes as of a date no later than the date hereof, and the General
Partner is hereby authorized to execute and file such Form for all of the
Partners. The General Partner shall not subsequently elect to change such
classification. The General Partner is hereby authorized to execute and file any
comparable form or document required by any applicable United States state or
local tax law in order for the Partnership to be classified as a partnership
under such tax law.

         6.10 WITHHOLDING TAXES. (a) AUTHORITY TO WITHHOLD; TREATMENT OF
WITHHELD TAX. Notwithstanding any other provision of this Agreement, each
Partner hereby authorizes the Partnership to withhold and to pay over, or
otherwise pay, any withholding or other taxes payable by the Partnership or any
of its Affiliates (pursuant to the Code or any provision of United States
federal, state, or local or foreign tax law) with respect to such Partner or as
a result of such Partner's participation in the Partnership (including as a
result of a distribution in kind). If and to the extent that the Partnership
shall be required to withhold or pay any such withholding or other taxes, such
Partner shall be deemed for all purposes of this Agreement to have received a
payment from the Partnership as of the time such withholding or other tax is
required to be paid, which payment shall be deemed to be a distribution of
Distributable Cash pursuant to the relevant clause of Section 6.3 with respect
to such Partner's interest in the Partnership to the extent that such Partner
(or any successor to such Partner's interest in the Partnership) would have
received a cash distribution but for such withholding. To the extent that such
deemed payment exceeds the cash distribution that such Partner would have
received at such time but for such withholding, the General Partner shall notify
such Partner as to the amount of such excess and such Partner shall make a
prompt payment to the Partnership of such amount by wire transfer. The
Partnership may hold back from any distribution in kind property having a Value
equal to the amount of the taxes withheld or otherwise paid until the
Partnership has received such payment.

                  (b) WITHHOLDING TAX RATE. Any withholdings referred to in this
         Section 6.10 shall be made at the maximum applicable statutory rate
         under the applicable tax law unless the General Partner shall have
         received an opinion of counsel or other evidence, satisfactory to the
         General Partner, to the effect that a lower rate is applicable, or that
         no withholding is applicable.




                                       13


                  (c) WITHHOLDING FROM DISTRIBUTIONS TO THE PARTNERSHIP. In the
         event that the Partnership receives a distribution or payment from or
         in respect of which tax has been withheld, the Partnership shall be
         deemed to have received cash in an amount equal to the amount of such
         withheld tax, and each Partner shall be treated as having received as a
         distribution of Distributable Cash pursuant to the relevant clause of
         Section 6.3 the portion of such amount that is attributable to such
         Partner's interest in the Partnership as equitably determined by the
         General Partner. To the extent that such deemed distribution exceeds
         the cash distribution that such Partner would have received but for
         such withholding, the General Partner shall notify such Partner as to
         the amount of such excess and such Partner shall make a prompt payment
         to the Partnership of such amount by check or wire transfer, which
         payment shall not constitute a Capital Contribution and, consequently,
         shall not reduce the Remaining Capital Commitment or increase the
         Capital Account of such Partner. In the event that the Partnership
         anticipates receiving a distribution or payment from which tax will be
         withheld in kind, the General Partner may elect to prevent such in-kind
         withholding by paying such tax in cash and may require each Partner in
         advance of such distribution to make a prompt payment to the
         Partnership by wire transfer of the amount of such tax attributable to
         such Partner's interest in the Partnership as equitably determined by
         the General Partner, which payment shall not constitute a Capital
         Contribution and, consequently, shall not reduce the Remaining Capital
         Commitment or increase the Capital Account of such Partner.

                  (d) INDEMNIFICATION. Each Partner shall, to the fullest extent
         permitted by applicable law, indemnify and hold harmless the
         Partnership and the General Partner against all claims, liabilities and
         expenses of whatever nature relating to the Partnership's or the
         General Partner's obligation to withhold and to pay over, or otherwise
         pay, any withholding or other taxes payable by the Partnership or the
         General Partner as a result of such Partner's participation in the
         Partnership. In addition, the Partnership shall, hereby or pursuant to
         a separate indemnification agreement and to the fullest extent
         permitted by applicable law, indemnify and hold harmless each Portfolio
         Company and any Covered Person who is or who is deemed to be the
         responsible withholding agent for United States federal, state or local
         or non-U.S. income tax purposes (other than any Covered Person that is
         indemnified by each Partner pursuant to the previous sentence) against
         all claims, liabilities and expenses of whatever nature relating to
         such Portfolio Company's or Covered Person's obligation to withhold and
         to pay over, or otherwise pay, any withholding or other taxes payable
         by such Portfolio Company or Covered Person, as the case may be, as a
         result of the participation in the Partnership of a Partner (other than
         such Covered Person). If, pursuant to a separate indemnification
         agreement or otherwise, the Partnership shall indemnify or be required
         to indemnify any Portfolio Company or Covered Person against any
         claims, liabilities or expenses of whatever nature relating to such
         Portfolio Company's or Covered Person's obligation to withhold and to
         pay over, or otherwise pay, any withholding or other taxes payable by
         such Portfolio Company or Covered Persons as a result of any Partner's
         participation in the Partnership,



                                       14


         such Partner shall pay to the Partnership the amount of the indemnity
         paid or required to be paid.

         6.11 FINAL DISTRIBUTION. The final distributions following dissolution
shall be made in accordance with the provisions of Section 13.2.

                                   SECTION 7

                                   THE MANAGER

         The Partnership hereby appoints the Manager, and the Manager hereby
agrees, to act as the investment advisor to and manager of the Partnership, and
pursuant to such appointment:

                  (a) The Manager shall manage the operations of the
         Partnership, shall have the right to execute and deliver documents on
         behalf of the Partnership in lieu of the General Partner and shall have
         discretionary authority with respect to investments of the Partnership,
         including, without limitation, the authority to evaluate, monitor,
         exercise voting rights, liquidate and take other appropriate action
         with respect to investments on behalf of the Partnership, PROVIDED that
         the management and the conduct of the activities of the Partnership
         shall remain the sole responsibility of the General Partner and all
         decisions relating to the selection and disposition of the
         Partnership's investments shall be made exclusively by the General
         Partner in accordance with this Agreement. Appointment of the Manager
         by the Partnership shall not relieve the General Partner from its
         obligations to the Partnership hereunder or under the Partnership Law.

                  (b) The Manager shall act in conformity with this Agreement
         and with the instructions and directions of the General Partner.

The engagement by the Partnership of the Manager contemplated hereby may be set
forth in a separate management agreement specifying in further detail the rights
and duties of the Manager. Such engagement, whether or not set forth in such a
management agreement, shall terminate upon the filing of a notice of dissolution
of the Partnership as described in Section 13.4(b).

                                   SECTION 8

                   BANKING, CUSTODY OF SECURITIES, ACCOUNTING,
                   BOOKS AND RECORDS, ADMINISTRATIVE SERVICES

         8.1 BANKING; CUSTODY OF SECURITIES. All funds of the Partnership may be
deposited in such bank, brokerage or money market accounts as shall be
established by the General Partner. Withdrawals from and checks drawn on any
such account shall be made upon such signature or signatures as the General
Partner may designate. All Securities held by the Partnership shall be held by a
custodian or at a bank or other secure location selected by the General Partner.



                                       15


         8.2 MAINTENANCE OF BOOKS AND RECORDS; ACCESS.

                  (a) MAINTENANCE. The General Partner shall keep or cause to be
         kept complete records and books of account. Such books and records
         shall be maintained in accordance with the provisions of the
         Institutional Fund Agreement applicable to the records and books of
         account of the Institutional Fund as if such provisions were applicable
         to the Partnership. The books and records required by law to be
         maintained at the registered office of the Partnership shall be so
         maintained pursuant to the provisions of the Partnership Law. In
         particular, the General Partner shall maintain, or cause to be
         maintained, at the registered office of the Partnership, in accordance
         with the Partnership Law, a register containing the name and address,
         amount and date of the contribution or contributions of each Partner
         and the amount and date of any payment representing a return of any
         part of the contributions of any Partner (the "REGISTER OF PARTNERSHIP
         INTERESTS"), which register shall be updated within twenty-one Business
         Days of any change in the particulars therein. In accordance with the
         Partnership Law, the Register of Partnership Interests shall be PRIMA
         FACIE evidence of the matters which are required to be inserted therein
         and shall be open to inspection by any Person during all business
         hours.

                  (b) ACCESS. Such books and records shall be available, upon
         five Business Days' notice to the General Partner, for inspection and
         copying at reasonable times during normal business hours by a Limited
         Partner or its duly authorized agents or representatives for any
         purpose reasonably related to such Limited Partner's interest as a
         limited partner in the Partnership. The General Partner shall have the
         right to keep confidential from the Limited Partners for such period of
         time as the General Partner deems reasonable, any information the
         disclosure of which the General Partner deems in its sole discretion to
         be not in the best interest of the Partnership or its business or which
         the Partnership is required by law or by agreement with a third party
         to keep confidential, PROVIDED, that nothing in this Section 8.2 shall
         prevent the Partnership from distributing to Partners the financial
         reports referred to in Sections 9.2 and 9.3.

         8.3 PARTNERSHIP TAX RETURNS. The General Partner shall cause the
Partnership initially to elect the Fiscal Year as its taxable year and shall
cause to be prepared and timely filed all tax returns required to be filed for
the Partnership in the jurisdictions in which the Partnership conducts business
or derives income for all applicable tax years.

                                   SECTION 9

                 REPORTS TO PARTNERS, ANNUAL MEETING, VALUATIONS

         9.1 INDEPENDENT AUDITORS. The books of account and records of the
Partnership shall be audited as of the end of each Fiscal Year by such
recognized accounting firm as shall be selected by the General Partner. The
Partnership's independent public accountants shall be a recognized independent
public accounting firm selected from time to time by the General Partner in its
discretion. All reports provided



                                       16


to the Limited Partners pursuant to Section 9.2 shall be prepared in accordance
with United States generally accepted accounting principles consistently
applied. The Partnership's financial statements shall not be consolidated with
those of the General Partner, any Portfolio Company or any Affiliate of the
Partnership, unless such consolidation shall be required by United States
generally accepted accounting principles, in which case the Partnership shall
provide "stand-alone" financial statements for the Partnership, reviewed by the
Partnership's independent public accounting firm on an unconsolidated basis
pursuant to investment company accounting standards as reasonably determined by
the General Partner.

         9.2 PARTNERSHIP REPORTS TO LIMITED PARTNERS. (a) ANNUAL REPORTS. As
soon as practicable (but in any event within 180 days) after the end of each
Fiscal Year, the General Partner shall prepare and mail or cause to be prepared
and mailed to each Limited Partner audited financial statements of the
Partnership, a statement of such Limited Partner's capital account and such
other information as the General Partner, in its sole discretion, deems
appropriate.

                  (b) SEMI-ANNUAL REPORTS. As soon as practicable (but in any
         event within 120 days) after the end of the second fiscal quarter each
         Fiscal Year, the General Partner shall prepare and mail or cause to be
         prepared and mailed to each Limited Partner unaudited financial
         statements of the Partnership and such other information as the General
         Partner, in its sole discretion, deems appropriate.

         9.3 UNITED STATES FEDERAL INCOME TAX INFORMATION. The General Partner
shall use its commercially reasonable best efforts to send, no later than 90
days after the end of each Fiscal Year, to each Limited Partner (or its legal
representative) and to each other Person that was a Limited Partner (or its
legal representative) at any time during such Fiscal Year, a Schedule K-1,
"Partner's Share of Income, Credits, Deductions, Etc.," to United States
Internal Revenue Service Form 1065, "U.S. Partnership Return of Income," or any
successor form, filed by the Partnership for such Person.

         9.4 ANNUAL MEETING. The General Partner may, but shall not be obligated
to, cause the Partnership to have a meeting of the Limited Partners each year
(the "ANNUAL MEETING") and shall give 20 Business Days' advance written notice
to each Limited Partner of such meeting. At the Annual Meeting, the Partners
shall be permitted to meet with the senior management of the Manager to consult
on general economic and financial trends and on the Partnership's existing
Portfolio Investments. In order to help ensure each Limited Partner's limitation
of liability pursuant to Section 3.3, the Partnership's potential investments
shall not be submitted for discussion and none of the Partners shall play any
role in the Partnership's governance or participate in the control of the
business of the Partnership in his or her capacity as Limited Partner.

         9.5 VALUATION. For all purposes of this Agreement, "VALUE" shall mean,
with respect to any Security, including, but not limited to, any Security owned
(directly or indirectly) by the Partnership at any time, the fair market value
of such Security, as determined by the General Partner in its sole discretion.
"FAIR MARKET VALUE" generally shall be determined by the General Partner by
reference to such factors as it deems



                                       17


appropriate, including, with respect to a Security owned (directly or
indirectly) by the Partnership, the valuation set forth in the Partnership's
last annual or semi-annual financial statements. Any valuation may, in the
discretion of the General Partner, be made by one or more independent third
parties appointed by the General Partner and deemed qualified by the General
Partner to render valuation opinions, which third parties may use such methods
and consider such information as they may deem appropriate.

                                   SECTION 10

                                 INDEMNIFICATION

         10.1 INDEMNIFICATION OF COVERED PERSONS. (a) GENERAL. The Partnership
shall and hereby does, to the fullest extent permitted by applicable law,
indemnify, hold harmless and release each Covered Person from and against all
claims, demands, liabilities, costs, expenses, damages, losses, suits,
proceedings and actions, whether judicial, administrative, investigative or
otherwise, of whatever nature, known or unknown, liquidated or unliquidated
("CLAIMS"), that may accrue to or be incurred by any Covered Person, or in which
any Covered Person may become involved, as a party or otherwise, or with which
any Covered Person may be threatened, relating to or arising out of the business
and affairs of, or activities undertaken in connection with, the Partnership
(including, but not limited to, Claims arising out of the disposition of any
Portfolio Company), or otherwise relating to or arising out of this Agreement,
including, but not limited to, amounts paid in satisfaction of judgments, in
compromise or as fines or penalties, and counsel fees and expenses incurred in
connection with the preparation for or defense or disposition of any
investigation, action, suit, arbitration or other proceeding (a "PROCEEDING"),
whether civil or criminal (all of such Claims and amounts covered by this
Section 10.1 and all expenses referred to in Section 10.2 are referred to as
"DAMAGES"), except to the extent that it shall have been determined ultimately
by a court of competent jurisdiction that such Damages arose primarily from the
Disabling Conduct of such Covered Person. The termination of any Proceeding by
settlement shall not, of itself, create a presumption that such Covered Person
has engaged in Disabling Conduct or any Damages relating to such settlement
arose primarily from the Disabling Conduct of any Covered Person.

                  (b) CONTRIBUTION. Notwithstanding any other provision of this
         Agreement, at any time and from time to time and prior to the last day
         of the Term, the General Partner may require the Partners to contribute
         to the Partnership an amount sufficient to satisfy all or any portion
         of the indemnification obligations of the Partnership pursuant to
         Section 6.10(d) or Section 10.1(a), PROVIDED that each Partner shall
         make such contributions in respect of its share of any such
         indemnification obligations made or required to be made as follows:

                           (i) if the Claims or Damages so indemnified against
                  arise out of a Bridge Financing, Temporary Investment or
                  Portfolio Investment, according to its Sharing Percentage with
                  respect to such financing or investment; and



                                       18


                           (ii) thereafter, or in any other circumstances,
                  proportionately according to its Capital Commitment.

Notwithstanding anything in this Section 10 to the contrary, a Partner's
liability under the first sentence of this Section 10.1(b) is limited to such
Partner's Capital Commitment. Nothing in this Section 10.1(b), express or
implied, is intended or shall be construed to give any Person other than the
Partnership or the Partners any legal or equitable right, remedy or claim under
or in respect of this Section 10.1(b) or any provision contained herein.

         10.2 EXPENSES, ETC. To the fullest extent permitted by applicable law,
expenses incurred by a Covered Person in defense or settlement of any Claim that
may be subject to a right of indemnification hereunder shall be advanced by the
Partnership prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the Covered Person to repay such amount if it
shall be determined ultimately by a court of competent jurisdiction that the
Covered Person is not entitled to be indemnified hereunder. The right of any
Covered Person to the indemnification provided herein shall be cumulative with,
and in addition to, any and all rights to which such Covered Person may
otherwise be entitled by contract or as a matter of law or equity and shall
extend to such Covered Person's successors, assigns and legal representatives.
All judgments against the Partnership, and all judgments against the Partnership
and either or both of the General Partner and/or the Manager in respect of which
the General Partner and/or the Manager is/are entitled to indemnification, shall
first be satisfied from Partnership assets (including, without limitation,
Capital Contributions and any payments under Section 10.1(b)), before the
General Partner or the Manager, as the case may be, is responsible therefor.

         10.3 NOTICES OF CLAIMS, ETC. Promptly after receipt by a Covered Person
of notice of the commencement of any Proceeding, such Covered Person shall, if a
claim for indemnification in respect thereof is to be made against the
Partnership, give written notice to the Partnership of the commencement of such
Proceeding, PROVIDED that the failure of any Covered Person to give notice as
provided herein shall not relieve the Partnership of its obligations under this
Section 10, except to the extent that the Partnership is actually prejudiced by
such failure to give notice. In case any such Proceeding is brought against a
Covered Person (other than a derivative suit in right of the Partnership), the
Partnership shall be entitled to participate in and to assume the defense
thereof to the extent that the Partnership may wish, with counsel reasonably
satisfactory to such Covered Person. After notice from the Partnership to such
Covered Person of the Partnership's election to assume the defense of such
Proceeding, the Partnership shall not be liable for expenses subsequently
incurred by such Covered Person in connection with the defense thereof. The
Partnership shall not consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Covered Person of a release from all liability
in respect to such Claim.



                                       19


         10.4 NO WAIVER. Nothing contained in this Section 10 shall constitute a
waiver by any Partner of any right that it may have against any party under any
U.S. federal or state securities laws, Cayman Islands or other non-U.S. laws.

         10.5 COVERED PERSONS MAY RELY AND ENFORCE. It is the express intention
of the parties hereto that the provisions of this Section 10 for the
indemnification of Covered Persons may be relied upon by such Covered Persons
and may be enforced by such Covered Persons (or by the General Partner on behalf
of any such Covered Person, PROVIDED that the General Partner shall not have any
obligation to so act for or on behalf of any such Covered Person) against the
Partnership and the Partners as if such Covered Persons were parties hereto.

                                   SECTION 11

                     TRANSFERS, REDEMPTIONS AND WITHDRAWALS

         11.1 GENERAL RESTRICTIONS ON TRANSFERS AND WITHDRAWALS; MATERIAL
ADVERSE EFFECTS; REGULATORY REDEMPTIONS.

                  (a) GENERAL. Except as set forth in this Section 11, no
         Additional Limited Partners may be admitted to and no Limited Partner
         may withdraw from the Partnership prior to the dissolution and
         winding-up of the Partnership. No Limited Partner may Transfer all or
         any part of its interest in the Partnership other than for the reasons
         set forth in this Section 11, and then only to a Permitted Transferee
         upon satisfaction of any conditions deemed necessary, convenient or
         desirable by the General Partner and with the prior written consent of
         the General Partner, which consent may be withheld in the sole
         discretion of the General Partner. No Transfer shall be recognized by
         the Partnership unless effected in accordance with this Agreement.

                  (b) LIMITED PARTNERS WITH ADVERSE EFFECTS. (i) If at any time
         the General Partner determines (after consultation with counsel
         reasonably satisfactory to the General Partner) that there is a
         reasonable likelihood that for any reason (other than the reason set
         forth in (c) below) the continuing participation in the Partnership by
         any Limited Partner might have a Material Adverse Effect on the
         Partnership or any Portfolio Company, such Limited Partner shall, upon
         the written request of the General Partner, Transfer its entire
         interest in the Partnership (or such portion of its interest that, in
         the sole discretion of the General Partner, is sufficient to prevent or
         remedy a Material Adverse Effect) for Value to a Permitted Transferee
         designated by the General Partner.

                  (c) REDEMPTION FOR REGULATORY REASONS. Notwithstanding Section
         11.1(b), the Limited Partners hereby acknowledge and agree that the
         General Partner may accept subscriptions from more than 500 Limited
         Partners in anticipation of receiving no-action relief from the SEC
         with respect to certain public reporting and other regulatory
         requirements under the Exchange Act applicable to issuers whose
         interests are held by more than 500 Persons. In the




                                       20


         event that the SEC declines to grant the requested relief, the General
         Partner shall have the right to redeem (or to designate another
         Permitted Transferee to redeem) the interests of one or more Limited
         Partners, which Limited Partners shall be selected by the General
         Partner in its sole discretion. Each Limited Partner whose interest in
         the Partnership is redeemed pursuant to this Section 11.1(c) shall be
         entitled to receive, as consideration for such redemption, an amount
         equal to the sum of (i) the aggregate amount - of such Limited
         Partner's Capital Contributions, less any amounts distributed by the
         Partnership to such Limited Partner prior to such redemption, plus (ii)
         interest. For the purposes of this Section 11.1(c), (A) capital held by
         the Partnership in Temporary Investments pending investment in
         Portfolio Investments will earn the actual amount of interest earned by
         the Partnership thereon and (B) capital invested by the Partnership in
         Portfolio Investments or Bridge Financings will earn the - Applicable
         Federal Rate, determined on and calculated from the date on which such
         capital was invested by the Partnership. Any Limited Partner whose
         interest in the Partnership is redeemed pursuant to this Section
         11.1(c) shall, immediately upon such redemption, cease to be a Partner
         and shall be deemed never to have been a Partner for all purposes of
         this Agreement.

         11.2 ADDITIONAL LIMITED PARTNERS. (a) CONDITIONS TO ADMISSION. In
addition to the admission of Limited Partners at the initial Closing, the
General Partner, in its sole discretion, may schedule, from time to time, one or
more additional closings on any date for one or more Person or Persons seeking
admission to the Partnership as additional limited partners of the Partnership
(each such Person, an "ADDITIONAL LIMITED PARTNER", which term shall include any
Person that is a Partner immediately prior to such additional Closing and that
wishes to increase the amount of its Capital Commitment), subject to the
determination by the General Partner in the exercise of its good faith judgment
that in the case of each admission or increase the following conditions have
been satisfied:

                           (i) Each such Additional Limited Partner shall have
                  executed and delivered such instruments and shall have taken
                  such actions as the General Partner shall deem necessary,
                  convenient or desirable to effect such admission or increase,
                  including, without limitation, the execution of (A) a
                  Subscription Agreement, (B) a counterpart of this Agreement
                  pursuant to which such Additional Limited Partner agrees to be
                  bound by the terms and provisions hereof or to increase the
                  amount of such Limited Partner's Capital Commitment, as the
                  case may be, and (C) a Power of Attorney.

                           (ii) Such admission or increase shall not result in a
                  violation of any applicable law, including, without
                  limitation, Cayman Islands and United States federal and state
                  securities laws, or any term or condition of this Agreement
                  and, as a result of such admission or such increase, the
                  Partnership shall not be required to register as an Investment
                  Company under the Investment Company Act or any law of similar
                  import of the Cayman Islands; none of the General Partner, the
                  Manager or any Affiliate of the General Partner or the Manager
                  would be required to register as an



                                       21


                  investment adviser under the Investment Advisers Act or any
                  law of similar import of the Cayman Islands and the
                  Partnership shall not become taxable as a corporation or
                  association.

                           (iii) On the date of its admission to the Partnership
                  or the date of such increase, as the case may be, such
                  Additional Limited Partner shall have paid or unconditionally
                  agreed to pay to the Partnership, an amount equal to the sum
                  of

                                    (A) in the case of each Portfolio Investment
                           then held by the Partnership, the percentage of such
                           Additional Limited Partner's Capital Commitment or
                           (if the Additional Limited Partner is increasing its
                           Capital Commitment) the percentage of the amount of
                           the increase of such Additional Limited Partner's
                           Capital Commitment that is equal to a fraction, (1)
                           the numerator of which is the aggregate of the
                           Capital Contributions of the - previously admitted
                           Partners used to fund the cost of such Portfolio
                           Investment and (2) the denominator of - which is the
                           sum of the aggregate of (X) the Capital Commitments
                           of the previously admitted Partners that - made
                           Capital Contributions used to fund the cost of such
                           Portfolio Investment and (Y) (without duplication) -
                           the Capital Commitments of all Additional Limited
                           Partners, and

                                    (B) the percentage of such Additional
                           Limited Partner's Capital Commitment or (if such
                           Additional Limited Partner is increasing its Capital
                           Commitment) the percentage of the amount of the
                           increase of such Additional Limited Partner's Capital
                           Commitment that is equal to a fraction, (1) the
                           numerator of which is the aggregate of the Capital -
                           Contributions of the previously admitted Limited
                           Partners in respect of all Drawdowns which have
                           theretofore been funded and not returned to the
                           Partners, other than Drawdowns made and used to fund
                           the cost of a Portfolio Investment and (2) the
                           denominator of which is the sum of the aggregate of
                           (X) the - - Capital Commitments of all previously
                           admitted Partners and (Y) (without duplication) the
                           Capital - Commitments of all Additional Limited
                           Partners,

         together with, in the case of clauses (A) and (B), an amount calculated
         as interest thereon at a rate per annum equal to the Prime Rate plus
         two percent (2%) from the dates that contribution of such amounts by
         such Additional Limited Partner would have been due if such Additional
         Limited Partner had been admitted to the Partnership or had increased
         its Capital Commitment, as the case may be, on the date of the initial
         Closing, to the date that the payment required to be made by such
         Additional Limited Partner pursuant to this Section 11.2(a)(iii) is
         made, which interest shall be treated as provided in Section 11.2(b),
         and less such amount as is necessary to take into account all
         distributions theretofore made.



                                       22


A Person shall be deemed admitted to the Partnership as an Additional Limited
Partner at the time that the foregoing conditions are satisfied and when such
Person is listed as a limited partner of the Partnership on the register of
partnership interests of the Partnership maintained at the registered office of
the Partnership.

                  (b) CERTAIN PAYMENTS AND TRANSFERS. Any amount paid by an
         Additional Limited Partner pursuant to Section 11.2(a)(iii)(A) with
         respect to the acquisition of Portfolio Investment (and any interest
         paid thereon) shall be remitted promptly to the previously admitted
         Partners, PRO RATA in accordance with their Capital Contributions used
         to fund the acquisition of such Portfolio Investment (before giving
         effect to the adjustments referred to in the following clause), and the
         Partners' Sharing Percentages for such Portfolio Investment shall be
         appropriately adjusted. Any amount paid by an Additional Limited
         Partner pursuant to Section 11.2(a)(iii)(B) (and any interest paid
         thereon) shall be remitted promptly to the previously admitted
         Partners, PRO RATA in accordance with their Capital Commitments. Such
         payments and remittances shall, in accordance with section 707(a) of
         the Code, be treated for all purposes of this Agreement and for all
         accounting and tax reporting purposes as payments made directly from
         the Additional Limited Partner to the previously admitted Partners and
         not as items of Partnership income, gain, loss, deduction, contribution
         or distribution. Such Additional Limited Partner shall succeed to the
         Capital Contributions of the previously admitted Partners attributable
         to the portion of the amount remitted to such previously admitted
         Partners pursuant to Section 11.2(a)(iii) (not including any amount
         calculated as interest thereon), as appropriate, and the Capital
         Contributions of the previously admitted Partners shall be decreased
         accordingly. In addition, the Remaining Capital Commitments of the
         previously admitted Limited Partners shall be increased by such amount
         remitted (not including any amount calculated as interest thereon), and
         the amount of such increase in Remaining Capital Commitments may be
         called again by the Partnership. The Remaining Capital Commitment of
         the Additional Limited Partner shall be appropriately determined by the
         General Partner. The Register of Partnership Interests shall be amended
         by the General Partner as appropriate to show the name and business
         address of each Additional Limited Partner and the amount of its
         Capital Commitment. Neither the admission of an Additional Limited
         Partner nor an increase in the amount of an Additional Limited
         Partner's Capital Commitment shall be a cause for dissolution of the
         Partnership. The transactions contemplated by this Section 11.2 shall
         not require the consent of any of the Limited Partners.

                  (c) NO CONSENT. The transactions contemplated by this Section
         11.2 shall not require the consent of any of the Limited Partners.

         11.3 MULTI-FUND AND MULTI-VEHICLE ADJUSTMENTS. Any payments to be made
by, and the distributions and/or adjustments to be made to, certain Partners
pursuant to Section 11.2 (a) and (b) and the equivalent provisions of the
Institutional Fund Agreement shall be adjusted as necessary to take into account
(i) that investments held by the Partnership may, as of any Closing Date, be
held by one or more Parallel Funds,



                                       23


(ii) that a portion of each Limited Partner's Capital Commitment originally made
to the Partnership may become a capital commitment to one or more Special
Investment Vehicles and (iii) any closing of a Parallel Fund. Investments held
by the Partnership, Parallel Funds and/or Special Investment Vehicles may be
transferred among such entities to effectuate the purposes of the Institutional
Fund Agreement. After the payments, distributions and adjustments described in
this Section 11.3 and in the equivalent provisions of the Institutional Fund
Agreement are taken into account, each investment in a Portfolio Company shall
be held by the Partnership and any Parallel Fund in proportion to their
respective capital commitments, including, without limitation, all capital
committed to the Partnership or any such Parallel Fund, as the case may be,
after the date on which such investment was made, but only to the extent such
capital commitments shall be applied to be invested in such Portfolio Company.

         11.4 EFFECT OF TERMINATION OF EMPLOYMENT. (a) Upon the death, Total
Disability or Retirement (as such terms are defined in the MMC Companies
Benefits Program) of a Limited Partner, (i) such Limited Partner (or its estate)
shall retain its interest in the Partnership, PROVIDED that such Limited Partner
(or its representative) may request that its interest in the Partnership be
purchased by the General Partner (or another Permitted Transferee designated by
the General Partner) for Value, (ii) the obligation of such Limited Partner to
make Capital Contributions shall terminate and such Limited Partner shall have
no right to participate in future Portfolio Investments, Bridge Financings or
other investments by the Partnership, except that a Retiring Limited Partner's
obligation to make Capital Contributions shall not be terminated other than at
the request of such Partner, (iii) any capital contributed to the Partnership by
such Limited Partner but not yet invested in a Portfolio Investment or Bridge
Financing shall be distributed (net of any amounts that would be deductible if
such capital was distributed pursuant to clause (iv) below) to such Limited
Partner (or its estate) and (iv) if such Limited Partner retains its interest
but its obligation to contribute capital to the Partnership is terminated, the
Partnership shall be permitted to deduct from any Distributable Cash
attributable to such Limited Partner's interest in the Partnership amounts equal
to the accrued and unpaid and/or anticipated expenses of the Partnership
(including any amounts payable upon dissolution or to fund indemnification
obligations) allocable to such Limited Partner's interest. The General Partner
may grant any requests made by Limited Partners pursuant to this Section 11.4(a)
in whole or in part, but shall have no obligation to do so.

                  (b) Upon the termination of the employment of a Limited
         Partner with MMC for any reason other than death, Total Disability or
         Retirement (as such terms are defined in the MMC Companies Benefits
         Program), (i) the General Partner shall have the right, - but not the
         obligation, to purchase (or to designate another Permitted Transferee
         to purchase) such Limited Partner's interest in the Partnership for
         Value, (ii) the obligation of such Limited Partner to make Capital
         Contributions shall -- terminate and such Limited Partner shall have no
         right to participate in future Portfolio Investments, Bridge Financings
         or other investments by the Partnership, shall be terminated, (iii) any
         capital contributed to the Partnership by such Limited Partner but not
         yet invested in a Portfolio Investment or Bridge Financing shall be
         distributed (net of any amounts that




                                       24


         would be deductible if such capital was distributed pursuant to clause
         (iv) below) to such Limited Partner and (iv) if such Limited Partner
         retains its interest, the Partnership shall be permitted to deduct from
         any Distributable Cash attributable to such Limited Partner's interest
         in the Partnership amounts equal to the accrued and unpaid and/or
         anticipated expenses of the Partnership (including any amounts payable
         upon dissolution or to fund indemnification obligations) allocable to
         such Limited Partner's interest.

                  (c) From time to time it may be necessary (because of
         irregular or insufficient cashflows or otherwise) for the Partnership,
         the General Partner or the Manager to advance payment of expenses
         allocable to the interest of a Limited Partner whose Capital Commitment
         has been terminated pursuant to this Section 11.4. The amount of any
         such payment, plus interest (at the Applicable Federal Rate, determined
         on and calculated from the date of such payment), shall be deducted
         from future distributions by the Partnership to such Limited Partner
         and paid by the Partnership to the Person that made such advance
         payment.

                  (d) Amounts retained or deducted pursuant to this Section 11.4
         shall be invested by the Partnership in Temporary Investments pending
         their use and, to the extent unused, will be distributed as set forth
         in Section 13.2 upon the dissolution of the Partnership, unless the
         General Partner, in its sole discretion, elects to distribute all or
         any lesser portion of them earlier.

         11.5 TRANSFER OR WITHDRAWAL BY THE GENERAL PARTNER. The General Partner
shall not Transfer all or any part of its interest as the general partner of the
Partnership, and the General Partner shall not withdraw as the general partner
of the Partnership. Notwithstanding the foregoing, and to the extent permitted
by law,

                  (a) the General Partner may at its election convert to a
         limited partnership, limited liability company or other entity formed
         under the laws of the Cayman Islands or any other jurisdiction, or

                  (b) the General Partner may Transfer its interest as the
         general partner of the Partnership to, or be merged with and into, a
         limited partnership, limited liability company or other entity formed
         under the laws of the Cayman Islands or any other jurisdiction for the
         purpose of serving as the general partner of the Partnership,

but only if in any such case the partners of such limited partnership, the
members of such limited liability company or the equity holders of such other
entity, as the case may be, include the Persons that are the general partners or
controlling equity holders of the General Partner.

Upon any such conversion to such a limited partnership, limited liability
company or other entity, or any such Transfer by or merger of the General
Partner to or with such a limited partnership, limited liability company or
other entity, such limited partnership, limited liability company or other
entity shall be deemed to be the same Person as the



                                       25


General Partner for all purposes of this Agreement. All Subscription Agreements
applicable to the Partnership that are in effect at the time of any such
conversion, Transfer, or merger shall thereafter continue in full force and
effect.

                                   SECTION 12

                        DEATH, INCOMPETENCY OR BANKRUPTCY
                           OR DISSOLUTION OF PARTNERS

         12.1 BANKRUPTCY OR DISSOLUTION OF THE GENERAL PARTNER. In the event of
the bankruptcy or dissolution and commencement of winding-up of the General
Partner, or the occurrence of any other event that causes the General Partner to
cease to be a general partner of the Partnership under the Partnership Law, the
Partnership shall be dissolved and its affairs shall be wound up as provided in
Section 13, unless the business of the Partnership is continued pursuant to
Section 13.1(a).

         12.2 DEATH, INCOMPETENCE, BANKRUPTCY, DISSOLUTION OR WITHDRAWAL OF A
LIMITED PARTNER. The death, Total Disability, bankruptcy, dissolution,
retirement, resignation or withdrawal of a Limited Partner or the occurrence of
any other event that causes a Limited Partner to cease to be a Partner of the
Partnership shall not in and of itself dissolve or terminate the Partnership;
and the Partnership, notwithstanding such event, shall continue without
dissolution upon the terms and conditions provided in this Agreement, and each
Limited Partner, by executing this Agreement, agrees to such continuation of the
Partnership without dissolution.

                                   SECTION 13

                   DISSOLUTION AND TERMINATION OF PARTNERSHIP

         13.1 DISSOLUTION. (a) There shall be a dissolution of the Partnership
and its affairs shall be wound up upon the first to occur of any of the
following events:

                  (i) the date of the dissolution of the Institutional Fund; or

                  (ii) the expiration of the Term as provided in Section 1.4; or

                  (iii) the last Business Day of the Fiscal Year in which all
         assets acquired, or agreed to be acquired, by the Partnership have been
         sold or otherwise disposed of; or

                  (iv) a decision by the General Partner in its sole discretion
         to dissolve the Partnership because it has determined that due to a
         change in the text, application or interpretation of the provisions of
         any applicable law (including, without limitation, changes that result
         in the Partnership being taxable as a corporation under the Code),
         there is a substantial likelihood that the Partnership will be unable
         to effectively carry out its investment program or otherwise operate in
         the manner contemplated by this Agreement; or



                                       26


                  (v) the withdrawal, bankruptcy or dissolution and commencement
         of winding-up of the General Partner, or the assignment by the General
         Partner of its entire interest in the Partnership, or the occurrence of
         any other event that causes the General Partner to cease to be a
         general partner of the Partnership under the Partnership Law, UNLESS
         (i) at the time of the occurrence of such event there is at least one
         remaining general partner of the Partnership that is hereby authorized
         to and does (unanimously in the case of more than one general partner)
         elect to continue the business of the Partnership without dissolution
         or (ii) the business of the Partnership is otherwise continued without
         dissolution pursuant to the provisions of the Partnership Law, PROVIDED
         that, for the purposes of this Section 13.1, the conversion of the
         General Partner to a limited partnership, limited liability company or
         other entity, or the Transfer of the General Partner's interest as the
         general partner of the Partnership to, or the merger of the General
         Partner with and into, a limited partnership, limited liability company
         or other entity as provided for in Section 11.5 shall not, for the
         purposes of this Section 13.1 be deemed a dissolution or winding-up or
         commencement of winding-up of the General Partner.

         13.2 DISTRIBUTION UPON DISSOLUTION. Upon the dissolution of the
Partnership, the General Partner (or, if dissolution of the Partnership should
occur by reason of Section 13.1(c), a duly elected liquidating trustee of the
Partnership or other representative who may be designated by a Majority in
Interest) shall proceed, subject to the provisions of this Section 13, to
liquidate the Partnership and apply the proceeds of such liquidation, or in its
sole discretion to distribute Partnership assets, in the following order of
priority:

                  FIRST, to creditors in satisfaction of debts and liabilities
         of the Partnership, whether by payment or the making of reasonable
         provision for payment (other than any loans or advances that may have
         been made by any of the Partners to the Partnership), and the expenses
         of liquidation whether by payment or the making of reasonable provision
         for payment, any such reasonable reserves (which may be funded by a
         liquidating trust) to be established by the General Partner (or any
         liquidating trustee selected by the General Partner, or if the General
         Partner has dissolved or withdraws from the Partnership, or other
         representative duly designated by the Manager or by MMC) in amounts
         deemed by it to be reasonably necessary for the payment of the
         Partnership's expenses, liabilities and other obligations (whether
         fixed or contingent, conditional or unmatured);

                  SECOND, to the Partners in satisfaction of any loans or
         advances that may have been made by any of the Partners to the
         Partnership, whether by payment or the making of reasonable provision
         for payment;

                  THIRD, to the Partners in accordance with Section 6.



                                       27


         13.3 DISTRIBUTIONS IN CASH OR IN KIND. Upon the dissolution of the
Partnership, the General Partner (or liquidating trustee selected by the General
Partner or, if the General Partner has dissolved or withdraws from the
Partnership, a representative duly designated by the Manager or by MMC) or its
successor or other representative shall use its commercially reasonable efforts
to liquidate all of the Partnership assets in an orderly manner and apply the
proceeds of such liquidation as set forth in Section 13.2, PROVIDED THAT if in
the good faith business judgment of the General Partner (or such liquidating
trustee or other representative), a Partnership asset should not be liquidated,
the General Partner (or such other representative) shall allocate, on the basis
of the Value of any Partnership assets not sold or otherwise disposed of, any
unrealized gain or loss based on such Value to the Partner's Capital Accounts as
though the assets in question had been sold on the date of distribution and,
after giving effect to any such adjustment, distribute said assets in accordance
with Section 13.2, subject to the priorities set forth in Section 13.2, PROVIDED
FURTHER that the General Partner (such other representative) shall in good faith
attempt to liquidate sufficient Partnership assets to satisfy in cash (or make
reasonable provision for) the debts and liabilities referred to in paragraphs
First and Second of Section 13.2. The General Partner may cause certificates
evidencing any Securities to be distributed to be imprinted with legends as to
such restrictions on transfers that it may deem necessary or appropriate,
including, without limitation, legends as to applicable federal or state or
non-U.S. securities laws or other legal or contractual restrictions, and may
require any Partner to which Securities are to be distributed to agree in
writing (A) that such Securities shall not be transferred except in compliance
with such restrictions and (B) to such other matters as the General Partner may
deem necessary, appropriate convenient or incidental to the foregoing.

         13.4 TIME FOR LIQUIDATION, ETC. (a) At the end of the term of the
Partnership as provided for in Section 1.4, the Partnership shall be liquidated
and any remaining assets shall be distributed in accordance with Section 13.2. A
reasonable time period shall be allowed for the orderly winding-up and
liquidation of the assets of the Partnership and the discharge of liabilities to
creditors so as to enable the General Partner to seek to minimize potential
losses upon such liquidation. Subject to Section 13.1, the provisions of this
Agreement shall remain in full force and effect during the period of winding-up
and until the filing of a notice of dissolution of the Partnership with the
Registrar of Exempted Limited Partnerships of the Cayman Islands, as provided in
13.4(b).

                  (b) FILING OF NOTICE OF DISSOLUTION. Upon completion of the
         foregoing, the General Partner shall execute, acknowledge and file or
         cause to be filed a notice of dissolution of the Partnership with the
         Registrar of Exempted Limited Partnerships of the Cayman Islands.

         13.5 GENERAL PARTNER AND MEMBERS OF MMC NOT PERSONALLY LIABLE FOR
RETURN OF CAPITAL CONTRIBUTIONS. None of the General Partner, the Manager, or
any member of MMC or any of its or their respective Affiliates shall be
personally liable for the return of all or any portion of the Capital Accounts
or the Capital Contributions of any Partner, and such return shall be made
solely from available Partnership assets, if any, and each Limited Partner
hereby waives any and all claims it may have against the General



                                       28


Partner, the Manager and the members of MMC or any of its or their respective
Affiliates in this regard.

         13.6 REORGANIZATION OF THE PARTNERSHIP. To the extent permitted by law,
in order to effect a reorganization of the Partnership:

                  (a) the General Partner may cause the conversion of the
         Partnership to a limited partnership, limited liability company or
         other entity formed under the laws of the Cayman Islands or any other
         jurisdiction, or

                  (b) the General Partner may cause the exchange of the
         interests of the Partners in the Partnership for interests in, or cause
         the Partnership to be merged with and into, a limited partnership,
         limited liability company or other entity formed under the laws of the
         Cayman Islands or any other jurisdiction,

but only if in any such case the Partners (including, without limitation, their
successors) shall become, and no other Persons (other than Persons necessary for
the qualification of such limited partnership, limited liability company or
other entity under such laws) shall be, the partners of such limited
partnership, the members of such limited liability company or the equity holders
of such other entity, as the case may be, PROVIDED that no such conversion,
exchange or merger shall be permitted unless

                           (i) the General Partner shall first have delivered to
                  the Partnership

                                    (A) a written opinion from Debevoise &
                           Plimpton or other counsel of recognized standing
                           experienced in United States federal income tax
                           matters, to the effect that such limited partnership,
                           limited liability company or other entity shall be
                           classified as a partnership, and shall not be treated
                           as a corporation, for United States federal income
                           tax purposes, and

                                    (B) a written opinion (the conclusions of
                           which may be based in part on the opinion specified
                           in the immediately preceding clause (A)) of each of

                                             (1) experienced counsel admitted to
                                    practice in each jurisdiction in which such
                                    limited partnership, limited liability
                                    company or other entity is formed or has an
                                    office and

                                             (2) experienced counsel admitted to
                                    practice in each jurisdiction (X) in which
                                    such limited partnership, limited liability
                                    company or other entity shall have an
                                    office, be doing business or otherwise be
                                    subject to the income tax laws of such
                                    jurisdiction immediately after such
                                    conversion, exchange or merger and (y) under
                                    the income tax laws of which the Partnership
                                    was not taxed directly on



                                       29


                                    its income before such conversion, exchange
                                    or merger,

         to the effect that such conversion, exchange or merger would not cause
         such limited partnership, limited liability company or other entity to
         be taxed directly on its income under the income tax laws of such
         jurisdiction,

                           (ii) the General Partner shall have first delivered
                  to the Partnership a written opinion of experienced counsel
                  admitted to practice in the jurisdiction under the laws of
                  which such limited partnership, limited liability company or
                  other entity is formed, to the effect that such conversion,
                  exchange or merger would not adversely affect the limited
                  liability of the Limited Partners,

                           (iii) such conversion, exchange or merger would not
                  result in the violation of any applicable securities laws,

                           (iv) such conversion, exchange or merger would not
                  result in such limited partnership, limited liability company
                  or other entity being required to register as an investment
                  company under the Investment Company Act or any law of similar
                  import of the jurisdiction under the laws of which such
                  limited partnership, limited liability company or other entity
                  is formed, and would not result in the General Partner or any
                  Affiliate of the General Partner being required to register as
                  an investment adviser under the Investment Advisers Act or any
                  law of similar import of such jurisdiction, and

                           (v) the General Partner shall have made a good faith
                  determination that such conversion, exchange or merger would
                  not adversely affect the rights or increase the liabilities of
                  the Limited Partners.

Upon any such conversion, exchange or merger, such limited partnership, limited
liability company or other entity shall be treated as the successor to the
Partnership for all purposes of this Agreement and of the corresponding
agreement pursuant to which the rights and obligations of the partners of such
limited partnership, the members of such limited liability company or the equity
holders of such other entity, as the case may be, are determined. All
Subscription Agreements applicable to the Partnership that are in effect at the
time of any such conversion, exchange or merger shall thereafter continue in
full force and effect, and shall apply to a limited partnership, limited
liability company or other entity that becomes the successor to the Partnership
pursuant to such conversion, exchange or merger. In conjunction with any such
conversion, exchange or merger, the General Partner may execute, on behalf of
the Partnership and each of the Limited Partners, all documents that in its
reasonable judgment are necessary or appropriate to consummate such conversion,
exchange or merger, including, but not limited to, the agreement pursuant to
which the rights and obligations of the partners of such limited partnership,
the members of such limited liability company or the equity holders of such
other entity, as the case may be, are determined (in the case of such a
conversion to,



                                       30


exchange for interests in or merger into a limited partnership, including the
limited partnership agreement thereof), all without any further consent or
approval of any other Partner, PROVIDED that no such agreement may directly or
indirectly effectuate a modification or amendment of the rights and obligations
of the Partners which, if such modification or amendment were made to this
Agreement, would require the consent of the Partners, any group thereof or any
individual Partner as provided in Section 15, unless the consent to such
modification or amendment required under Section 15 is obtained. A
reorganization of the Partnership pursuant to this Section 13.6 shall not be
deemed to be or result in a dissolution, winding-up or commencement of
winding-up of the Partnership.

                                   SECTION 14

                                   DEFINITIONS

         As used herein the following terms have the meaning set forth below:

         "ADDITIONAL LIMITED PARTNER" shall have the meaning set forth in
Section 11.2(a).

         "ADJUSTMENT DATE" shall mean the last day of each Fiscal Year or any
other date determined by the General Partner, in its sole discretion, as
appropriate for an interim closing of the Partnership's books.

         "AFFILIATE" shall mean, with respect to any specified Person, a Person
that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the Person specified, PROVIDED
that Portfolio Companies and any Person controlled by a Portfolio Company shall
not be an "Affiliate" of the Partnership, the General Partner, the Manager, MMC
or any Covered Person and PROVIDED FURTHER that an "Affiliate" of the General
Partner shall include any principal, employee, consultant or director of either
the General Partner or the Manager.

         "AGREEMENT" shall have the meaning set forth in the initial paragraph
of this Agreement.

         "ANNUAL MEETING" shall have the meaning set forth in Section 9.4.

         "APPLICABLE FEDERAL RATE" shall mean the annual Short-Term Applicable
Federal Rate published from time to time by the United States Internal Revenue
Service.

         "AVAILABLE ASSETS" shall mean as of any date, the excess of the cash,
cash equivalent items and Temporary Investments held by the Partnership over the
sum of the amount of such items determined by the General Partner in its sole
discretion to be reasonably necessary for the payment of the Partnership's
expenses, liabilities and other obligations (whether fixed, contingent,
conditional or unmatured), including the Partnership's indemnification
obligations, and the conduct of the Partnership's investment program, and for
the establishment of appropriate reserves for such expenses, liabilities and
obligations and investment program.



                                       31


         "AVAILABLE CAPITAL COMMITMENT" shall mean, in respect of any Partner,
the amount of such Partner's Capital Commitment that has not been used to fund
Portfolio Investments.

         "BRIDGE FINANCING" shall mean any interim financing provided by the
Partnership in order to facilitate a Portfolio Investment, which financing is
disposed of by the Partnership by the end of the 12-month period beginning on
the date such financing was made. (For the avoidance of doubt, any Bridge
Financing that is not disposed of by the Partnership by the end of such 12-month
period shall be deemed to have been a Portfolio Investment from the date it was
made.)

         "BUSINESS DAY" shall mean any day on which banks located in New York
City are not required or authorized by law to remain closed.

         "CAPITAL ACCOUNT" shall have the meaning set forth in Section 6.1.

         "CAPITAL COMMITMENT" shall mean the commitments of the Partners to
contribute capital pursuant to Section 5.1.

         "CAPITAL CONTRIBUTION" shall mean, with respect to any Partner, the
amount of capital contributed, or to be contributed, as the case may be, and
pursuant to a single Drawdown or in the aggregate, as the context may require,
by such Partner to the Partnership pursuant to Section 5.1 and the other
provisions of this Agreement.

         "CLAIMS" shall have the meaning set forth in Section 10.1.

         "CLOSING" shall have the meaning set forth in the Subscription
Agreements.

         "CLOSING DATE" shall mean any date upon which the Partnership allows
subscriptions to the Partnership to be made.

         "CODE" shall mean the United States Internal Revenue Code of 1986, as
amended.

         "COVERED PERSON" shall mean (i) the General Partner and the Manager,
(ii) each of the respective Affiliates of each Person identified in clause (i)
of this definition and (iii) each Person who at any time was or is a
shareholder, officer, director, employee, partner, member, manager, consultant
or agent of any of the Persons identified in clause (i) or clause (ii) of this
definition.

         "DAMAGES" shall have the meaning set forth in Section 10.1.

         "DEFAULT" shall have the meaning set forth in Section 5.2.

         "DEFAULTING PARTNER" shall have the meaning set forth in Section 5.2.

         "DISABLING CONDUCT" shall mean conduct that constitutes Gross
Negligence or willful misfeasance of the duties involved in the conduct of the
office of the Person referred to.



                                       32


         "DISTRIBUTABLE CASH" shall mean shall mean the excess of (A) cash
received by the Partnership from the sale or other disposition of, or dividends
or interest income from, a Bridge Financing, Temporary Investment or Portfolio
Investment, or otherwise received by the Partnership, other than Capital
Contributions, over (B) cash disbursements for expenses of the Partnership (or
amounts reserved against liabilities, contingent or otherwise, or other
obligations of the Partnership, including to pay organizational or ongoing
expenses of the Partnership).

         "DRAWDOWN NOTICE" shall have the meaning set forth in Section 5.1(b).

         "DRAWDOWNS" shall mean the Capital Contributions made to the
Partnership pursuant to Section 5.1 from time to time by the Partners pursuant
to the Drawdown Notice.

         "ELIGIBLE EMPLOYEE" shall have the meaning set forth in the
Subscription Agreements.

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

         "FISCAL YEAR" shall mean the fiscal year of the Partnership, as
determined pursuant to Section 1.5.

         "GENERAL PARTNER" shall mean MMC GP III, Inc., a Delaware corporation,
or its assignee and any additional or successor General Partner of the
Partnership in its capacity as the General Partner of the Partnership as such
entity may be affected by the provisions of Section 11.5.

         "GOVERNMENTAL AUTHORITY" shall mean any United States federal, state or
local, or any Cayman Islands or other non-U.S. court, arbitrator or governmental
agency, authority, commission, instrumentality or regulatory or administrative
body.

         "GROSS NEGLIGENCE" shall mean "gross negligence" as interpreted in
accordance with the laws of the State of Delaware (notwithstanding the
provisions of Section 16.7 of this Agreement).

         "INITIAL AGREEMENT" shall have the meaning set forth in the initial
paragraph of this Agreement.

         "INITIAL LIMITED PARTNER" shall mean David J. Wermuth, Esq.

         "INSTITUTIONAL FUND" shall have the meaning set forth in Section 1.3.

         "INSTITUTIONAL FUND AGREEMENT" shall mean the Amended and Restated
Limited Partnership Agreement of the Institutional Fund, as amended and/or
restated from time to time.



                                       33


         "INVESTMENT ADVISERS ACT" shall mean the United States Investment
Advisers Act of 1940, as amended.

         "INVESTMENT COMPANY ACT" shall mean the United States Investment
Company Act of 1940, as amended.

         "LIMITED PARTNER" shall have the meaning set forth in Section 1.1.

         "MAJORITY IN INTEREST" shall mean Limited Partners who, at the time in
question, have Capital Contributions aggregating more than 50% of the aggregate
Capital Contributions of the Partners.

         "MANAGER" shall mean MMC Capital, Inc., a Delaware corporation, or any
successor thereto.

         "MATERIAL ADVERSE EFFECT" shall mean (A) a violation of a statute,
rule, regulation or governmental administrative policy applicable to a Partner
of a U.S. federal, state or non-U.S. Governmental Authority which could have a
material adverse effect on a Portfolio Company or any Affiliate thereof or on
the Partnership or the General Partner, or any of their respective Affiliates or
(b) an occurrence which could subject a Portfolio Company or Affiliate thereof
or the Partnership, the General Partner or the Manager, or any of their
respective Affiliates to any material regulatory requirement to which it would
not otherwise be subject, or which could materially increase any such regulatory
requirement beyond what it would otherwise have been.

         "MEMORANDUM" shall mean the Confidential Private Placement Memorandum
of the Partnership and any supplements thereto.

         "MMC" shall mean Marsh & McLennan Companies, Inc., and, as the context
requires, its subsidiaries and Affiliates, including Marsh Inc., Mercer Inc. and
Putnam Investments LLC.

         "OTHER FUNDS" shall have the meaning set forth in Section 2.5.

         "PARALLEL FUNDS" shall have the meaning set forth in Section 1.3.

         "PARTNERS" shall have the meaning set forth in Section 1.1.

         "PARTNERSHIP" shall have the meaning set forth in the initial paragraph
of this Agreement.

         "PARTNERSHIP LAW" shall mean the Exempted Limited Partnership Law (2003
Revision) of the Cayman Islands, as amended, and any successor to such statute.

         "PERIOD" shall mean, for the first period, the period commencing on the
date of this Agreement and ending on the next Adjustment Date, and thereafter
the period commencing on the day after an Adjustment Date and ending on the next
Adjustment Date.



                                       34


         "PERMITTED TRANSFEREE" shall mean the General Partner or any Affiliate
of the General Partner (other than any natural person).

         "PERSON" shall mean any individual, entity, corporation, partnership,
association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.

         "PORTFOLIO COMPANY" shall mean an entity in which a Portfolio
Investment is made by the Partnership directly or through one or more
intermediate entities of the Partnership.

         "PORTFOLIO INVESTMENT" shall mean any debt or equity (or debt with
equity) investment (other than any Bridge Financing) made by the Partnership
pursuant to Section 4.1.

         "POWER OF ATTORNEY" shall mean, with respect to any Limited Partner,
the Power of Attorney executed by such Limited Partner substantially in the form
attached to the Subscription Agreements.

         "PRIME RATE" shall mean the rate of interest publicly announced by
JPMorgan Chase Bank from time to time in New York, New York as its prime rate.

         "PROCEEDING" shall have the meaning set forth in Section 10.1.

         "REGISTER OF PARTNERSHIP INTERESTS" shall have the meaning set forth in
Section 8.2(a).

         "REMAINING CAPITAL COMMITMENT" shall mean, in respect of any Partner,
the amount of such Partner's Capital Commitment, determined at any date and
subject to Section 4.1(b), eligible to be drawn by the Partnership as a Capital
Contribution.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SECTION 17 TRANSACTIONS" shall have the meaning set forth in Section
2.5(d).

         "SECURITIES" shall mean shares of capital stock, limited partnership
interests, limited liability company interests, warrants, options, bonds, notes,
debentures and other equity and debt securities and interests of whatever kind
of any Person, whether readily marketable or not.

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

         "SHARING PERCENTAGE" shall mean with respect to any Partner and any
Bridge Financing, Temporary Investment or Portfolio Investment, a fraction,
expressed as a percentage, the numerator of which is the aggregate amount of the
Capital Contributions of such Partner used to fund the cost of such financing or
investment and the denominator



                                       35


of which is the aggregate amount of the Capital Contributions of all of the
Partners used to fund the cost of such financing or investment.

         "SPECIAL INVESTMENT VEHICLE" shall have the meaning set forth in
Section 4.2.

         "STATEMENT" shall have the meaning set forth in Section 1.4.

         "SUBSCRIPTION AGREEMENTS" shall mean the several Subscription
Agreements entered into by the respective Limited Partners in connection with
their purchase of limited partner interests in the Partnership.

         "TEMPORARY INVESTMENTS" shall mean investments in (A) cash equivalents,
(B) marketable direct obligations issued or unconditionally guaranteed by the
United States of America, or issued by any agency thereof, maturing within one
year from the date of acquisition thereof, (C) money market instruments,
commercial paper or other short-term debt obligations having at the date of
purchase by the Partnership the highest or second highest rating obtainable from
either Standard & Poor's Corporation or Moody's Investors Service, Inc. or their
successors, (D) money market mutual funds managed by Putnam Investments LLC or a
subsidiary thereof, (E) interest-bearing accounts and/or certificates of deposit
maturing within one year from the date of acquisition thereof issued by
commercial banks incorporated under the laws of the United States of America or
any state thereof or the District of Columbia, each having at the date of
acquisition by the Partnership undivided capital and surplus of not less than
$100,000,000, (F) overnight repurchase agreements with primary Fed dealers
collateralized by direct United States Government obligations or (G) pooled
investment vehicles or accounts which invest only in Securities or instruments
of the type described in (a) through (d). If there exists any uncertainty as to
whether any investment by the Partnership constitutes a Temporary Investment or
Portfolio Investment, such investment shall be deemed a Temporary Investment
unless the General Partner determines in its sole discretion that such
investment is a Portfolio Investment.

         "TERM" shall have the meaning set forth in Section 1.4.

         "TRANSFER" shall mean a direct or indirect transfer in any form,
including a sale, assignment, conveyance, pledge, mortgage, encumbrance,
securitization, hypothecation or other disposition or purported severance or
alienation of any beneficial interest (including the creation of any derivative
or synthetic interest) in the Partnership, or the act of so doing, as the
context requires.

         "TREASURY REGULATIONS" shall mean the Regulations of the Treasury
Department of the United States issued pursuant to the Code.

         "VALUE" shall have the meaning set forth in Section 9.5.



                                       36


                                   SECTION 15

                                   AMENDMENTS

         This Agreement may be modified, amended or restated at any time and
from time to time with the written consent of (A) the General Partner and (B) a
Majority in Interest of Limited Partners, PROVIDED that, without the consent of
any of the Partners, the General Partner may (i) amend this Agreement or take
any other action as permitted or contemplated by the Powers of Attorney, (ii)
reflect on the records of the Partnership changes validly made, pursuant to the
terms of this Agreement, in the amount of (and the obligation to fund the full
amount of) the Capital Commitment of any Partner or in the membership of the
Partnership, (iii) enter into agreements with any Permitted Transferee acquiring
an interest in the Partnership, (iv) amend this Agreement as may be required to
implement (A) Transfers of interests of Limited Partners, (B) the admission of
any Additional Limited Partner, (C) any admission of Limited Partners or changes
in Capital Commitments contemplated by Section 11.2, (D) any changes due to a
Defaulting Partner, (E) the conversion, Transfer or merger of all or any part of
its interest as general partner of the Partnership as contemplated by Section
11.5 or (F) a reorganization of the Partnership as contemplated by Section 13.6;
and (V) may amend this Agreement (A) to satisfy any requirements, conditions,
guidelines or opinions contained in any opinion, directive, order, ruling or
regulation of the SEC, the United States Internal Revenue Service or any other
U.S. federal or state agency, or in any federal or state statute, compliance
with which the General Partner deems to be in the best interests of the
Partnership, (B) to change the name of the Partnership and (C) to cure any
ambiguity or correct or supplement any provision of this Agreement that may be
incomplete or inconsistent with any other provision contained herein, so long as
such amendment under clause (C) of this clause (v) does not adversely affect the
interests of the Limited Partners hereunder, and PROVIDED FURTHER that no
amendment of this Agreement (X) shall increase or extend any financial
obligation or liability of a Limited Partner beyond that set forth herein or
permitted hereby without such adversely affected Limited Partner's consent, or
(Y) materially and adversely affect the rights of a Limited Partner in a manner
that discriminates against such Limited Partner vis-a-vis the other Limited
Partners without the written consent of such Limited Partner. Any modifications
or amendments duly adopted in accordance with the terms of this Agreement may be
executed in accordance with the Powers of Attorney.

                                   SECTION 16

                            MISCELLANEOUS PROVISIONS

         16.1 NOTICES. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
transmitted by (A) registered or certified mail, return receipt requested,
postage prepaid, (B) hand delivery service prepaid, (C) next day or overnight
mail or delivery, in each case postage or service prepaid, (d) email or (E)
telecopy or facsimile, addressed as follows:



                                       37


                  (a) if to the General Partner or to the Partnership, to it at:

                           c/o MMC Capital, Inc.
                           20 Horseneck Lane
                           Greenwich, Connecticut  06830
                           Attention:  Joseph Mancuso

                           Telephone No.:  (203) 862-3142
                           Telecopier No.:  (203) 862-3143
                           Email:  JMancuso@MMCCapital.com

                  (b) if to a Limited Partner, to such Limited Partner at any of
         the home, office or email address of such Limited Partner.

All such notices, requests, demands, waivers and other communications shall be
deemed to have been received (V) if by email, on the day immediately following
the day upon which such email was transmitted, (W) if by personal delivery, on
the day after such delivery, (X) if by certified or registered mail, on the
fifth business day after the mailing thereof, (Y) if by next-day or overnight
mail or delivery, one day after the mailing thereof, or (Z) if by facsimile, on
the day immediately following the day on which such facsimile was sent, PROVIDED
that a copy is also sent by certified or registered mail.

         16.2 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original and all of which
taken together shall constitute a single agreement.

         16.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the
headings of the sections of this Agreement are inserted for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provision hereof.

         16.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided
herein, this Agreement shall inure to the benefit of and be binding upon the
parties and to their respective heirs, executors, administrators, successors and
permitted assigns.

         16.5 SEVERABILITY. Every term and provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal or invalid
for any reason whatsoever, such term or provision shall be enforced to the
maximum extent permitted by applicable law and, in any event, such illegality or
invalidity shall not affect the validity of the remainder of the Agreement. Any
default hereunder by a Limited Partner shall not excuse a default by any other
Limited Partner.

         16.6 NON-WAIVER. No provision of this Agreement shall be deemed to have
been waived except if the giving of such waiver is contained in a written notice
given to the party claiming such waiver and no such waiver shall be deemed to be
a waiver of any other or further obligation or liability of the party or parties
in whose favor the waiver was given.



                                       38


         16.7 APPLICABLE LAW (SUBMISSION TO JURISDICTION). EXCEPT AS PROVIDED IN
THE DEFINITION OF "GROSS NEGLIGENCE", THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE CAYMAN ISLANDS. The General
Partner hereby submits to the nonexclusive jurisdiction of the courts of the
Cayman Islands and to the courts of the jurisdiction in which the principal
office of the Partnership is located (and, if the principal office is located in
the United States, of the federal district court having jurisdiction over the
location of the principal office) for the resolution of all matters pertaining
to the enforcement and interpretation of this Agreement.

         16.8 CONFIDENTIALITY. Each Limited Partner agrees that it shall not
disclose without the prior consent of the General Partner (other than to such
Limited Partner's employees, auditors or counsel, PROVIDED that such Limited
Partner obtain the agreement of such Person to be bound by the obligations of
this Section 16.8) any information with respect to the Partnership or any
Portfolio Company that is designated by the General Partner to such Limited
Partner in writing as confidential, PROVIDED that a Limited Partner may disclose
any such information (A) as has become generally available to the public, (B) as
may be required or appropriate in any report, statement or testimony submitted
to any Governmental Authority having jurisdiction over such Limited Partner, or
to the National Association of Insurance Commissioners or similar organizations
and their successors, (C) as may be required or appropriate in response to any
summons or subpoena or in connection with any litigation, (D) to the extent
necessary in order to comply with any law, order, regulation, ruling or other
governmental request applicable to such Limited Partner, (E) to its professional
advisors and (f) that constitutes United States federal income tax treatment or
tax structure of the Partnership (including transactions undertaken by the
Partnership) and all materials of any kind (including opinions or other tax
analyses) that are provided to such Limited Partner relating to such tax
treatment and tax structure, PROVIDED that, prior to the final Closing of the
Partnership, Limited Partners may not disclose the name of (or any other similar
identifying information, including the names of any employees, affiliates or
investments regarding) the Partnership, the General Partner or the Portfolio
Investments (other than their status for United States federal income tax
purposes), except to their tax advisors or to a regulatory authority as required
by law. Notwithstanding anything in this Agreement to the contrary, the General
Partner shall have the right to keep confidential from Limited Partners for such
a period of time as the General Partner deems reasonable, any information that
the General Partner reasonably believes to be in the nature of trade secrets or
other information the disclosure of which the General Partner in good faith
believes is not in the best interest of the Partnership or could damage the
Partnership or its business or that the Partnership is required by law or by
agreement with a third Person to keep confidential.

         16.9 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner
pursuant to Section 6.10(d) and Section 10 shall survive the termination or
expiration of this Agreement and the dissolution, winding-up and termination of
the Partnership.



                                       39


         16.10 WAIVER OF PARTITION. Except as may otherwise be provided by law
in connection with the winding-up, liquidation and dissolution of the
Partnership, each Partner hereby irrevocably waives any and all rights that it
may have to maintain an action for partition of any of the Partnership's
property.

         16.11 CURRENCY. The term "dollar" and the symbol"$", wherever used in
this Agreement, shall mean the United States dollar.

         16.12 ENTIRE AGREEMENT. This Agreement (including, without limitation,
all schedules hereto) and the Subscription Agreements constitute the entire
agreement among the Partners, among the Partners and the Initial Limited Partner
and between the Partnership and the Manager with respect to the subject matter
hereof and thereof, and supersede any prior agreement or understanding among or
between them with respect to such subject matter.







                                       40



         IN WITNESS WHEREOF, the undersigned have duly executed this Amended and
Restated Limited Partnership Agreement of the Trident III ESC, L.P. on the day
and year first above written.

                                            GENERAL PARTNER:
                                            ---------------

                                            MMC GP III, INC.


                                            By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                            LIMITED PARTNERS:
                                            ----------------

                                            Each of the Limited Partners listed
                                            on the register of Partnership
                                            interests maintained at the
                                            registered office of the
                                            Partnership, pursuant to the power
                                            of attorney and authorization
                                            granted by each such Limited Partner
                                            to the General Partner as
                                            attorney-in-fact and agent under the
                                            separate Powers of Attorney, dated
                                            various dates:

                                            By:  MMC GP III, INC.


                                            By:
                                               ---------------------------------
                                                 Name:
                                                 Title:


                                            INITIAL LIMITED PARTNER:
                                            -----------------------


                                            MANAGER:

                                            For the purpose of accepting the
                                            appointment contained in Section 7
                                            only.

                                            MMC Capital, Inc.

                                            By:
                                               ---------------------------------
                                                 Name:
                                                 Title:



                                       41

EX-10.34

                                                                        Ex 10.34

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









                            TRIDENT CAPITAL III, L.P.
                 (a Cayman Islands exempted limited partnership)




                          ----------------------------
                              AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT
                          ----------------------------








                             Dated December 4, 2003




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



         This Amended and Restated Limited Partnership Agreement (as from time
to time amended, supplemented, restated or otherwise modified, this "AGREEMENT")
of TRIDENT CAPITAL III, L.P., a Cayman Islands exempted limited partnership (the
"PARTNERSHIP"), is made and entered into on December 4, 2003 among: CD Trident
III, LLC, a Delaware limited liability company; GM Trident III, LLC, a Delaware
limited liability company; MH Trident III, LLC, a Delaware limited liability
company; and MMC GP III, Inc., a Delaware corporation ("GP III") (collectively,
the "GENERAL PARTNERS"); and the other Persons listed on the Partnership
Register (the "LIMITED PARTNERS" and, together with the General Partners, the
"PARTNERS", both such terms to include any Person hereinafter admitted to the
Partnership as a Limited Partner or General Partner, as the case may be, and to
exclude any Person that ceases to be a Partner in accordance with the terms
hereof). Certain capitalized terms used herein without definition have the
meanings specified in Article XI.

         WHEREAS, the Partnership is an exempted limited partnership, organized
under the laws of the Cayman Islands pursuant to the Partnership Law and among
the General Partners and the Limited Partners;

         WHEREAS, the Partnership was constituted pursuant to the Limited
Partnership Agreement of the Partnership, dated October 22, 2003 (the "INITIAL
AGREEMENT"), and the General Partners made such registrations with the Registrar
of Exempted Limited Partnerships in the Cayman Islands as are necessary to
effect the registration of the Partnership as an exempted limited partnership
under the Partnership Law;

         WHEREAS, the Partners seek to amend and restate the Initial Agreement
in its entirety.

          NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Agreement, the parties hereto hereby amend and restate the
Initial Agreement in its entirety and agree as follows:

                                   ARTICLE I

                               ORGANIZATION, ETC.

          1.1 CONTINUATION.

          (a) GENERAL. The Partners hereby agree to continue the Partnership as
an exempted limited partnership subject to the terms of this Agreement and under
and pursuant to the provisions of the Partnership Law and agree that the rights,
duties and liabilities of the Partners shall be as provided in the Partnership
Law, except as otherwise provided herein.

          (b) ADMISSIONS. Upon the execution of this Agreement or a counterpart
of this Agreement, each of the General Partners shall continue as General
Partners, each of the other Persons listed on Schedule A hereto shall be
admitted to the Partnership as a Limited Partner and the Initial Limited Partner
shall cease to be a partner of the Partnership and the Partnership shall return
the original capital contribution made by the Initial Limited Partner, who shall
have no


                                       1


further rights or claims against, or obligations as a partner of, the
Partnership. Subject to the other provisions of this Agreement, a Person may be
admitted as a Partner of the Partnership at the time that (I) this Agreement or
a counterpart of this Agreement is executed by or on behalf of such Person and
(ii) such Person is listed on the Partnership Register.

          (c) PARTNERSHIP REGISTER. The General Partners shall cause to be
maintained in the principal office of the Partnership a register setting forth,
with respect to each Partner, his name, mailing address, Capital Commitment,
total Capital Contributions to date and Minimum Points and, with respect to each
Portfolio Investment, the number of Points allocated to each Partner and the
Capital Contribution made by each Partner, and such other information as the
General Partners may deem necessary or desirable (the "PARTNERSHIP REGISTER").
The General Partners shall from time to time update the Partnership Register as
necessary to accurately reflect the information therein. Any reference in this
Agreement to the Partnership Register shall be deemed to be a reference to the
Partnership Register as in effect from time to time. The form of Partnership
Register as in effect on the date hereof shall be attached hereto as Schedule A,
and each Partner shall receive as the Schedule A attached to such Partner's
Agreement the information set forth on the Partnership Register on the date
hereof with respect to such Partner's interest in the Partnership, PROVIDED that
no Limited Partner shall have the right to any information set forth on the
Partnership Register with respect to any other Partner. No action of any Limited
Partner, and no amendment of any Schedule A to this Agreement, shall be required
to amend or update the Partnership Register.

          1.2 NAME AND OFFICES. The name of the Partnership heretofore formed
and continued hereby is "Trident Capital III, L.P." The registered office of the
Partnership shall be at the offices of Walkers SPV Limited, Walker House, Mary
Street, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands at which
shall be kept the records required to be maintained under the Partnership Law
and at which service of process on the Partnership may be made. At any time, the
Partnership may designate another registered agent for service of process and/or
registered office.

          1.3 FISCAL YEAR. The fiscal year of the Partnership (the "FISCAL
YEAR") shall end on the 31st day of December in each year. The Partnership shall
have the same fiscal year for income tax and for financial and accounting
purposes.

                                   ARTICLE II

                               PURPOSES AND POWERS

          2.1 PURPOSES. Subject to the other provisions of this Agreement, the
purposes of the Partnership are to serve as general partner of the Fund; to
acquire, hold and dispose of Securities; and to engage in such activities as the
General Partners deem necessary, advisable, convenient or incidental to the
foregoing, in all cases subject to the Partnership Law.

          2.2 POWERS OF THE PARTNERSHIP.

          (a) POWERS GENERALLY. The Partnership shall have the power and
authority to take any and all actions necessary, appropriate, proper, advisable,
incidental or convenient to or for the

                                       2


furtherance of the purpose set forth in Section 2.1, including, but not limited
to, the power and authority:

                    (i) to direct the formulation of investment policies and
          strategies for the Partnership and the Fund, direct the investment
          activities of the Partnership and the Fund, and select and approve the
          investment of the funds of the Partnership and the Fund;

                    (ii) to acquire, hold, manage, own, sell, transfer, convey,
          assign, exchange, pledge or otherwise dispose of Securities, and
          exercise all rights, powers, privileges and other incidents of
          ownership or possession with respect to Securities, including, without
          limitation, the voting of Securities, the approval of a restructuring
          of an investment in Securities, participation in arrangements with
          creditors, the institution and settlement or compromise of suits and
          administrative proceedings and other similar matters;

                    (iii) to establish, have, maintain or close one or more
          offices within or without the Cayman Islands and in connection
          therewith to rent or acquire office space and to engage personnel;

                    (iv) to open, maintain and close bank accounts and draw
          checks or other orders for the payment of money and open, maintain and
          close brokerage, mutual fund and similar accounts;

                    (v) to hire consultants, custodians, attorneys, accountants
          and such other agents and employees for the Partnership as it may deem
          necessary or advisable, and authorize any such agent or employee to
          act for and on behalf of the Partnership;

                    (vi) to make and perform such other agreements and
          undertakings as may be necessary or advisable to the carrying out of
          any of the foregoing powers, objects or purposes;

                    (vii) to enter into the Fund Agreement, and cause the Fund
          to enter into Subscription Agreements with its limited partners and
          other agreements and documents in connection with the admission of
          Persons as limited partners of the Fund;

                    (viii) to bring and defend actions and proceedings at law or
          in equity or before any governmental, administrative or other
          regulatory agency, body or commission; and

                    (ix) to carry on any other activities necessary to, in
          connection with or incidental to any of the foregoing, the
          Partnership's business or the Fund's business.

          (b) FUND AGREEMENT. Notwithstanding any other provision of this
Agreement, the Partnership, and any General Partner on behalf of the
Partnership, is hereby authorized to execute, deliver and perform its
obligations under the Fund Agreement.

                                       3


                                  ARTICLE III

              CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; ALLOCATIONS

          3.1 CAPITAL CONTRIBUTIONS. Each Partner shall make cash Capital
Contributions to the Partnership in the aggregate amount of the Capital
Commitment set forth opposite such Partner's name on the Partnership Register.
Except as otherwise provided herein, the Partners shall make such Capital
Contributions to the Partnership PRO RATA in accordance with their respective
Capital Commitments at such times and in such amounts as are sufficient to meet
Partnership Expenses or enable the Partnership to contribute the amount of
capital required to be contributed by the Partnership to the Fund pursuant to
the applicable provisions of the Fund Agreement, PROVIDED that Capital
Contributions to fund any Portfolio Investments shall be made by the Partners
participating in such Portfolio Investment PRO RATA in accordance with their
respective Remaining Capital Commitments and PROVIDED, FURTHER, that in respect
of each Partner such Partner's aggregate Capital Contributions shall not exceed
such Partner's Capital Commitment. Each Partner's Remaining Capital Commitment
shall be increased by any amounts returned to such Partner (I) pursuant to
Section 4.3(b)(i) or (II) pursuant to Section 4.3(b)(ii), to the same extent
that such amounts would increase the remaining capital commitments of the
limited partners of the Fund if such amounts had been distributed to them
pursuant to the Fund Agreement.

          3.2 CAPITAL ACCOUNTS; MEMO ACCOUNTS.

          (a) CAPITAL ACCOUNTS. There shall be established on the books and
records of the Partnership a capital account (a "CAPITAL ACCOUNT") for each
Partner.

          (b) MEMO ACCOUNTS. There shall be established on the books and records
of the Partnership a memorandum account (a "MEMO Account") for each Partner.
Upon the sale or other disposition of a Portfolio Investment, the balance of
each Partner's Memo Account (which may be positive or negative) shall be
adjusted by (I) increasing such balance by such Partner's PRO RATA share (based
on the number of Points held by each Partner for such Portfolio Investment) of
the Target Amount, if any, for such Portfolio Investment and (II) decreasing
such balance by (A) such Partner's PRO RATA share (based on the number of Points
held by each Partner for such Portfolio Investment) of the Shortfall, if any,
for such Portfolio Investment and (B) the amount distributable, if any, to such
Partner pursuant to Section 4.3(b)(iii) with respect to such Portfolio
Investment, PROVIDED that the Memo Account of M&M Vehicle, L.P. shall be
determined without regard to amounts distributable to it pursuant to Section
4.3(b)(iii)(B) (I.E., solely with regard to any Points held by it). The Partners
confirm that the intent of the Memo Account mechanism is to equitably allocate
carried interest distributions received from the Fund such that, to the maximum
extent practicable, the gain or loss with respect to any Portfolio Investment
disposed of (to the extent not attributable to GP III and M&M Vehicle, L.P.'s
50% interest) is shared by the Partners based on the number of Points they hold
with respect to such Portfolio Investment. The intended result is that a
Partner's share of carried interest distributions from a gain investment is
offset by such Partner's share of losses from a loss investment that reduced the
overall amount of carried interest payable by the Fund to the Partnership. In
furtherance thereof, the General Partners may, in their sole discretion, adjust
the Memo Accounts of the Partners to the extent necessary or desirable to
adequately reflect this intent, including, without limitation, to take into
account the preferred return and any unrealized losses.

                                       4


          3.3 ADJUSTMENTS TO CAPITAL ACCOUNTS. As of the last day of each
Period, the balance in each Partner's Capital Account shall be adjusted by (A)
increasing such balance by (I) such Partner's allocable share of items of income
and gain for such Period (allocated in accordance with Section 3.4) and (II) the
Capital Contributions, if any, made by such Partner during such Period and (b)
decreasing such balance by (I) such Partner's allocable share of items of loss
and deduction for such Period (allocated in accordance with Section 3.4) and
(II) the amount of cash or the Value of Securities or other property distributed
to such Partner during such Period.

          3.4 ALLOCATIONS. Each item of income, gain, loss, credit and deduction
of the Partnership shall be allocated among the Capital Accounts of the Partners
with respect to each Period as of the end of such Period by the General Partners
in a manner that as closely as possible gives effect to the provisions of
Articles IV and X and the other relevant provisions of this Agreement.

          3.5 TAX MATTERS. The income, gains, losses, credits and deductions
recognized by the Partnership shall be allocated among the Partners, for United
States federal, state and local income tax purposes, to the extent permitted
under the Code and the Treasury Regulations, in the same manner that each such
item is allocated to the Partners' Capital Accounts. Notwithstanding the
foregoing, the General Partners shall have the power to make such allocations
for United States federal, state and local income tax purposes as may be
necessary to maintain substantial economic effect, or to insure that such
allocations are in accordance with the interests of the Partners in the
Partnership, in each case within the meaning of the Code and the Treasury
Regulations thereunder. Tax credits shall be equitably allocated by the General
Partners. All matters concerning allocations for United States federal, state
and local and non-U.S. income tax purposes, including accounting procedures, not
expressly provided for by the terms of this Agreement shall be equitably
determined in good faith by the General Partners. GP III is hereby designated as
the tax matters partner of the Partnership as provided in the Treasury
Regulations pursuant to section 6231 of the Code (and any similar provisions
under any state, local or non-U.S. tax laws). Each Partner hereby consents to
such designation and agrees that upon the request of the tax matters partner it
will execute, certify, acknowledge, swear to, file and record at the appropriate
public offices such documents as may be necessary or appropriate to evidence
such consent. The General Partners may, in their sole discretion, cause the
Partnership to make the election provided for under section 754 of the Code.
Either GP III shall have executed and filed a U.S. Internal Revenue Service Form
8832 prior to the date hereof electing to classify the Partnership as a
partnership for U.S. federal income tax purposes pursuant to section 301.7701-3
of the Treasury Regulations as of a date no later than the date hereof, or GP
III shall timely execute and file such Form 8832 on or after the date hereof
electing to classify the Partnership as a partnership for United States federal
income tax purposes as of a date no later than the date hereof, and GP III is
hereby authorized to execute and file such Form for all of the Partners. The
General Partners will not subsequently elect to change such classification. Each
General Partner is hereby authorized to execute and file for all of the Partners
any comparable form or document required by any applicable United States state
or local tax law in order for the Partnership to be classified as a partnership
under such tax law.

          3.6 NEGATIVE CAPITAL ACCOUNTS. Except as provided in this Agreement or
required by law, no Partner is required to make up a negative balance in such
Partner's Capital Account.

                                       5


          3.7 EXCUSED INVESTMENT. Notwithstanding Section 3.1 and Section 3.4,
no Partner shall make a Capital Contribution with respect to, or otherwise
participate in, any Portfolio Investment of the Fund if the General Partners
have determined in their sole discretion that participation by such Partner in
such Portfolio Investment might give rise to a conflict of interest or to a
material tax or regulatory requirement for such Partner or the Partnership.

          3.8 ESTATE PARTNERS. Notwithstanding any other provision of this
Agreement, Capital Commitments and CapitSal Contributions of any Partner and its
Estate Partner (including, without limitation, pursuant to Section 4.5) shall be
apportioned between such Partner and such Estate Partner in proportion to their
Capital Commitments.

                                   ARTICLE IV

                           DISTRIBUTIONS; WITHHOLDING

          4.1 WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided in
this Article IV or in Article X, no Partner shall have the right to withdraw
capital from the Partnership or to receive any distribution or return of, or
interest on, his Capital Contribution.

          4.2 SHARING OF CARRIED INTEREST; POINTS.

          (a) GENERAL. The Partnership's share of the carried interest in the
Fund with respect to each Portfolio Investment shall be shared among the
Partners of the Partnership based on the number of Points (the "POINTS") held by
each Partner with respect to such Portfolio Investment. There shall be a total
of 1,000 Points allocated to the Partners with respect to each Portfolio
Investment. Prior to the consummation of a Portfolio Investment, each Partner
shall be allocated, with respect to such Portfolio Investment, Points equal to
the Minimum Points, if any, then listed with respect to such Partner on the
Partnership Register (subject to Section 4.2(b)), and, if the aggregate number
of such Points is less than 1,000, the difference shall be allocated to one or
more Partners as determined by a majority of the Tier 1 General Partners in
their sole discretion, PROVIDED that (I) without the consent of GP III, the
aggregate number of Points allocated to the Tier 1 Partners with respect to any
Portfolio Investment shall not exceed 225 Points, (II) without the consent of GP
III, no Points shall be allocated to CD Trident III, LLC, GM Trident III, LLC,
MH Trident III, LLC, Charles A. Davis, Garrett M. Moran or Meryl D. Hartzband in
excess of the Minimum Points then listed with respect to such Partner on the
Partnership Register and (III) any Points allocated to any Partner and its
Estate Partner shall be allocated between such Partner and such Estate Partner
in proportion to their Capital Commitments. Subject to the provisos contained in
the preceding sentence, any Points forfeited by a Partner who becomes a Special
Assignee pursuant to Article IX shall be reallocated to one or more Partners as
determined by a majority of the then remaining Tier 1 General Partners in their
sole discretion.

          (b) ZERO POINTS IF EXCUSED INVESTMENT. Notwithstanding anything to the
contrary in Section 4.2(a), a Partner shall be allocated zero Points with
respect to a Portfolio Investment if, pursuant to Section 3.7, such Partner is
excused from making a Capital Contribution with respect to, or otherwise
participating in, such Portfolio Investment.

                                       6


          4.3 DISTRIBUTIONS.

          (a) FORM OF DISTRIBUTIONS. Subject to the other provisions of this
Article IV, as determined by a majority of the General Partners, the Partnership
shall, at any time and after payment of any Partnership Expenses and
establishing reasonable reserves for material anticipated obligations or
commitments of the Partnership, promptly distribute cash or Securities to the
Partners, PROVIDED that no reserve shall be established with respect to any
anticipated Clawback Amount other than pursuant to Section 4.4. Upon a
distribution of Securities, the Securities distributed shall be valued in
accordance with the valuation provisions of the Fund Agreement, and such
Securities shall be deemed to have been sold at such value and the proceeds of
such sale shall be deemed to have been distributed to the Partners for all
purposes of this Agreement. Subject to Sections 10.2 and 10.3, Securities
distributed in kind shall be distributed in proportion to the aggregate amounts
that would be distributed to each Partner pursuant to this Section 4.3, such
aggregate amounts to be estimated in the good faith judgment of the General
Partners. The Partnership may cause certificates evidencing any Securities to be
distributed to be imprinted with legends as to such restrictions on Transfer as
it may deem necessary or appropriate, including legends as to applicable United
States federal or state or non-U.S. securities laws or other legal or
contractual restrictions, and may require any Partner to which Securities are to
be distributed to agree in writing (I) that such Securities will not be
transferred except in compliance with such restrictions and (II) to such other
matters as may be deemed necessary or appropriate. Notwithstanding the
foregoing, at the request of any Partner, the General Partners may cause the
Partnership to dispose of any property that would be distributed to such Partner
pursuant to this Section and distribute the net proceeds of such disposition to
such Partner and such Partner shall bear all out-of-pocket expenses incurred to
effect such sale; PROVIDED, however, that the General Partners shall only be
required to effect such disposition to the extent such distribution (A) would
cause such Partner to own or control in excess of the amount of such property
that it may lawfully own, (B) would subject such Partner to any material filing
or regulatory requirement, or would make such filing or requirement more
burdensome, or (C) would violate any applicable legal or regulatory restriction,
and PROVIDED, FURTHER, that any taxable income, gain, loss or deduction
recognized by the Partnership in connection with the disposition of such
property shall be allocated only to such Partner requesting to receive proceeds
instead of property and PROVIDED, FINALLY, that such Partner shall be treated
for all other purposes of this Agreement as if such property had been
distributed as contemplated by the second sentence of this Section 4.3(a).

          (b) MAKING OF DISTRIBUTIONS. Distributions received from the Fund
shall be distributed promptly to the Partners but in any event within 120 days
after receipt by the Partnership. Except as otherwise provided herein,
distributions shall be made as follows:

                    (i) NON-CONSUMMATED INVESTMENTS AND EXTRA DRAWDOWN AMOUNTS.
          Amounts returned from the Fund pursuant to section 5.3 of the Fund
          Agreement (non-consummated investments and extra drawdown amounts) in
          respect of any Portfolio Investment or Bridge Financing (or proposed
          Portfolio Investment or Bridge Financing) shall be distributed to the
          Partners in proportion to the Capital Contributions of the Partners
          used (or intended to be used) to fund such Portfolio Investment or
          Bridge Financing.

                                       7


                    (ii) PARTNERSHIP'S CAPITAL INVESTMENT. Distributions
          received from the Fund with respect to any Portfolio Investment that
          were apportioned and distributed to the Partnership based on the
          Partnership's Sharing Percentage (as defined in the Fund Agreement)
          for such Portfolio Investment pursuant to section 6.3 of the Fund
          Agreement (including distributions received from the Fund pursuant to
          section 6.5 of the Fund Agreement (tax distributions) or section
          13.2(a) of the Fund Agreement (liquidating distributions) that are
          attributable to the Partnership's Sharing Percentage with respect to
          any Portfolio Investment) shall be distributed among the Partners in
          proportion to their Capital Contributions used to fund such Portfolio
          Investment. Distributions received from the Fund with respect to any
          Bridge Financing, or investment other than a Portfolio Investment,
          pursuant to section 6.4 (including distributions received from the
          Fund pursuant to section 13.2(a) of the Fund Agreement (liquidating
          distributions) that are attributable to any Bridge Financing or any
          investment other than a Portfolio Investment) of the Fund Agreement
          shall be distributed among the Partners in proportion to their Capital
          Contributions used to fund such Bridge Financing or investment.

                    (iii) PARTNERSHIP'S CARRIED INTEREST. Subject to Section
          4.4, distributions received from the Fund with respect to a Portfolio
          Investment pursuant to section 6.3(c) or (d) of the Fund Agreement
          (the Partnership's carried interest with respect to such Portfolio
          Investment) (including distributions received from the Fund pursuant
          to section 6.5 of the Fund Agreement (tax distributions) or section
          13.2(a) of the Fund Agreement (liquidating distributions) that are
          attributable to the Partnership's right to receive distributions
          pursuant to section 6.3(c) or (d) of the Fund Agreement with respect
          to such Portfolio Investment) shall be distributed (A) 1% to GP III,
          (B) 49% to M&M Vehicle, L.P. and (C) 50% to the Partners (other than
          GP III) with positive balances in their Memo Accounts (determined
          after giving effect to Section 3.2(b)(i) and 3.2(b)(ii)(A) with
          respect to such Portfolio Investment but before giving effect to
          Section 3.2(b)(ii)(B) with respect to such Portfolio Investment) PRO
          RATA in accordance with, and to the extent of, their respective
          positive balances in their Memo Accounts, PROVIDED that (1) the amount
          distributed to M&M Vehicle, L.P. pursuant to clause (C) shall be
          reduced, but not below zero, by the aggregate Preference Amounts of
          all Additional Partners indicated on the Partnership Register as being
          subject to the provision for Preference Amounts and (2) the amount
          distributed to each Additional Partner indicated on the Partnership
          Register as being subject to the provision for Preference Amounts
          shall be increased by an amount equal to the product of (X) the amount
          described in clause (1) and (Y) the quotient obtained by dividing such
          Additional Partner's Preference Amount by the aggregate Preference
          Amounts of all Additional Partners, PROVIDED, HOWEVER that the
          aggregate amount distributed to Additional Partners pursuant to clause
          (2) shall not exceed the aggregate amount previously distributed or
          currently distributable to M&M Vehicle, L.P. pursuant to clause (C)
          (determined without giving effect to the first proviso of this Section
          4.3(b)(iii)).

                    (iv) OTHER DISTRIBUTIONS. Distributions of amounts not
          described in paragraphs (i) through (iii) above shall be distributed
          among the Partners as equitably determined by the General Partners.

                                       8


          The General Partners' good faith determination as to whether amounts
are described in paragraph (i), (ii), (iii) or (iv) of this Section 4.3, shall,
absent manifest error, be final and binding on all Partners.

          4.4 HOLDBACK FOR TIER 2 PARTNERS PENDING DISSOLUTION OF THE
PARTNERSHIP. Notwithstanding Section 4.3(b), the General Partners may, in their
sole discretion, withhold from any distribution to a Tier 2 Partner pursuant to
Section 4.3(b)(iii) an amount equal to the difference between (A) up to 50% of
the amount that would otherwise be distributed and (B) an amount intended to
enable such Tier 2 Partner to discharge its U.S. federal, state and local income
tax liabilities arising from allocations attributable to the amount described in
clause (a) as determined by the General Partners in their reasonable discretion.
Any amount withheld from a Tier 2 Partner pursuant to this Section 4.4 shall be
placed in a separate account (a "HOLDBACK ACCOUNT") maintained separately on the
books of the Partnership until such time as (I) the Partnership is dissolved
pursuant to Article X, at which time such amount shall be distributed to such
Tier 2 Partner or (II) the General Partners determine in their sole discretion
that the amount in such Holdback Account exceeds the amount that can reasonably
be expected to be necessary to fund such Tier 2 Partner's share of any Clawback
Amount, at which time the excess shall be distributed to such Tier 2 Partner.
Any amount placed in a Holdback Account with respect to such Tier 2 Partner
shall be invested by the General Partners in investments selected by such Tier 2
Partner within investment categories specified by the General Partners and the
income earned thereon shall be distributed quarterly to such Tier 2 Partner. Any
distribution to a Tier 2 Partner pursuant to this Section 4.4 shall also be
treated as a distribution pursuant to Section 4.3(b)(iii) for all purposes of
this Agreement, including without limitation Section 4.5.

          4.5 RETURN OF DISTRIBUTIONS. If and to the extent that the Partnership
is obligated under section 13.2(b) of the Fund Agreement to contribute to the
Fund all or a portion of the distributions received by the Partnership from the
Fund (the amount of such required contribution, the "CLAWBACK AMOUNT"), each
Partner shall be required to fund a portion of the Clawback Amount in an amount
equal to the excess, if any, of (A) the aggregate amount distributed or treated
as distributed to such Partner pursuant to Section 4.3(b)(iii) over (B) the
amount that would have been distributed to such Partner pursuant to Section
4.3(b)(iii) if all distributions pursuant to Section 4.3(b)(iii) were made in a
single distribution pursuant to Section 4.3(b)(iii) on the date that the
Partnership is obligated to contribute the Clawback Amount to the Fund. Each
Tier 2 Partner's obligation under this Section 4.5 shall first be satisfied from
such Tier 2 Partner's Holdback Account established pursuant to Section 4.4, if
any. Each Partner shall make contributions to the Partnership in satisfaction of
its obligation under this Section 4.5 (or in the case of a Tier 2 Partner, the
remainder of such obligation). If any Tier 2 Partner fails to contribute when
due any portion of such Tier 2 Partner's obligation to contribute amounts in
excess of amounts in such Tier 2 Partner's Holdback Account or Accounts under
this Section 4.5, GP III shall make a contribution to the Partnership equal to
such unpaid contribution; if GP III has made any such contribution, any amounts
recovered from such Tier 2 Partner pursuant to the next succeeding sentence
shall be distributed entirely to GP III. Notwithstanding the foregoing, a
Partner's obligation to make contributions to the Partnership under this Section
4.5 shall survive the dissolution, liquidation, winding up and termination of
the Partnership, and for purposes of this Section 4.5, the Partnership and the
General Partners may pursue and enforce all rights and remedies it and they may
have against each Partner under this Section 4.5, including instituting a
lawsuit to collect such contribution with interest from the

                                       9


date such contribution was required to be paid under this Section 4.5 calculated
at a rate equal to the Prime Rate plus two percentage points per annum (but not
in excess of the highest rate per annum permitted by law). Notwithstanding
anything in this Section 4.5 to the contrary, a Partner's liability to make
contributions to the Partnership under this Section 4.5 shall not exceed the
aggregate amount of all distributions received or deemed to have been received
by such Partner pursuant to Section 4.3(b)(iii) (excluding distributions
received or deemed to have been received pursuant to Section 4.3(b)(iii) that
are attributable to such Partner's share of distributions received from the Fund
pursuant to section 6.5 of the Fund Agreement (tax distributions)). If the
Clawback Amount exceeds the aggregate amount of contributions to be made by the
Partners pursuant to this Section 4.5, as limited by the preceding sentence, the
Partners (excluding GP III but including M&M Vehicle, L.P. only to the extent
its obligation under this Section 4.5 is attributable to distributions in
respect of Points held by it) who are not limited by the preceding sentence
shall be required to fund such excess PRO RATA in proportion to their
obligations as determined pursuant to the first sentence of this Section 4.5,
but subject always to the preceding sentence and with reapplication of this
sentence as necessary. The provisions of this Section 4.5 are intended solely to
benefit the Partnership and, to the fullest extent permitted by applicable law,
shall not be construed as conferring any benefit upon any creditor of the
Partnership (and no such creditor shall be a third party beneficiary of this
Agreement), and no Partner shall have any duty or obligation to any creditor of
the Partnership to make any contributions to the Partnership.

          4.6 LIMITATIONS ON DISTRIBUTIONS. Notwithstanding any provisions to
the contrary contained in this Agreement, (A) the Partnership shall not make a
distribution to any Partner on account of such Partner's interest in the
Partnership if such distribution would violate the Partnership Law or other
applicable law and (b) holdings of Points by, and Distributions made to, any
Partner and its Estate Partner shall be apportioned between such Partner and
such Estate Partner in proportion to their Capital Commitments.

          4.7 WITHHOLDING. Notwithstanding any other provision of this
Agreement, each Partner hereby authorizes the Partnership to withhold and to pay
over, or otherwise pay, any withholding or other taxes payable by the
Partnership (pursuant to the Code or any provision of United States federal,
state or local or non-U.S. tax law) with respect to such Partner or as a result
of such Partner's status as a Partner hereunder. If and to the extent that the
Partnership shall be required to withhold or pay any such withholding or other
taxes, such Partner shall be deemed for all purposes of this Agreement
(including without limitation Section 4.3(b)(iii)) to have received a payment
from the Partnership as of the time such withholding or other tax is required to
be paid, which payment shall be deemed to be a distribution with respect to such
Partner's interest in the Partnership to the extent that such Partner (or any
successor to such Partner's interest in the Partnership) would have received a
distribution but for such withholding. In addition, if and to the extent that
the Partnership or the Fund receives a distribution or payment from or in
respect of which tax was withheld, as a result of (or attributable to) such
Partner's status as a Partner hereunder, as determined by the General Partners,
such Partner shall be deemed for all purposes of this Agreement (including
without limitation Section 4.3(b)(iii)) to have received a distribution from the
Partnership as of the time such withholding was paid. To the extent that any
such deemed payment under the preceding two sentences exceeds the cash
distribution that such Partner would have received but for such withholding, the
General Partners shall notify such Partner as to the amount of such excess and
such Partner shall make a prompt

                                       10


payment to the Partnership of such amount by wire transfer. The Partnership may
hold back from any distribution in kind property having a Value equal to the
amount of the taxes withheld or otherwise paid until the Partnership has
received such payment. If, pursuant to a separate indemnification agreement or
otherwise, the Partnership shall indemnify or be required to indemnify any
Covered Person against any claims, liabilities or expenses of whatever nature
relating to such Covered Person's obligation to withhold and to pay over, or
otherwise pay, any withholding or other taxes payable by such Covered Person as
a result of any Partner's participation in the Partnership, such Partner shall
pay to the Partnership the amount of the indemnity paid or required to be paid,
except, in the case of claims, liabilities or expenses that are penalties, to
the extent that it shall have been finally judicially determined that such
penalties arose primarily from the fraud, gross negligence or willful
misfeasance of such Covered Person. Unless the General Partners determine
otherwise, the withholdings by the Partnership referred to in this Section 4.7
shall be made at the maximum applicable statutory rate under the applicable tax
law.

                                   ARTICLE V

                               MANAGEMENT; VOTING

          5.1 PARTNERS. Subject to Section 8.1, the Partnership shall consist of
the General Partners and the Limited Partners. Pursuant to Section 8.1, the
General Partners may admit additional Partners from time to time.

          5.2 THE GENERAL PARTNERS.

          (a) GENERAL. The business and affairs of the Partnership shall be
managed by the General Partners of the Partnership from time to time. Except as
otherwise expressly provided herein, no Limited Partner shall take part in the
management or control of the Partnership's affairs, vote with respect to any
action taken or to be taken by the Partnership (including, but not limited to,
merger or dissolution of the Partnership or any amendment to this Agreement),
transact any business in the Partnership's name or have the power to sign
documents for or otherwise bind the Partnership.

          (b) RESTRICTIONS ON THE PARTNERS. The Partners shall not: (I) do any
act in contravention of any applicable law, regulation or provision of this
Agreement or (II) possess Partnership property for other than a Partnership
purpose. In addition, the General Partners shall not admit any Person as a
Partner except as permitted in this Agreement and the Partnership Law.

          (c) ACTS OF THE GENERAL PARTNERS. (i) The act of a majority of the
General Partners shall be the act of the General Partners, except as otherwise
specifically provided by this Agreement, (II) in the event that one or more of
the General Partners determine that participation in a vote could constitute a
conflict of interest and therefore abstain from participating in such vote, the
act of a majority of the General Partners voting on such matter shall be the act
of the General Partners, whether or not all or a majority of the voting General
Partners constitute a majority of the General Partners, and (III) in the event
that a vote taken by the General

                                       11


Partners or the Tier 1 General Partners, as the case may be, has resulted in a
tie vote among the General Partners or the Tier 1 General Partners, as the case
may be, GP III shall be entitled to cast the deciding vote that shall determine
the act of the General Partners, whether or not all or a majority of the voting
General Partners (including GP III) constitute a majority of the General
Partners.

          (d) ACTIONS WITH RESPECT TO THE MANAGER. The removal or replacement of
MMC Capital as the manager of the Fund shall occur only upon the majority vote
of the General Partners, which majority shall include, in any case, GP III.

          (e) ACTIONS WITH RESPECT TO PORTFOLIO INVESTMENTS. Any determination
or action required to be made or taken by the Partnership with respect to the
acquisition, holding, disposition or valuation of Portfolio Investments, in
connection therewith or to give effect thereto, shall require the vote of a
majority of the members of the Investment Committee.

          (f) ACTION BY UNANIMOUS CONSENT OF THE GENERAL PARTNERS. The unanimous
vote of the General Partners shall be required to (I) dissolve the Partnership
pursuant to Section 10.1(b), or (II) approve the merger or sale of substantially
all of the assets of the Partnership.

          (g) APPOINTMENT OF GP III AGENTS. GP III hereby designates and
appoints each of: the Chairman and President of GP III, the members of the Board
of Directors of GP III, and the Secretary of GP III as agents of GP III (the
"CORPORATE AGENTS") to perform all of the duties and functions of GP III under
this Agreement and as authorized persons within the meaning of the Partnership
Law, PROVIDED that GP III has the sole discretion to remove one or more of the
Corporate Agents with or without cause at any time and to designate and appoint
one or more replacement Corporate Agents. Any action undertaken by any of the
Corporate Agents in accordance with this Agreement shall bind GP III.

          5.3 ABILITY TO BIND THE PARTNERSHIP. Unless otherwise expressly
provided herein, each General Partner shall have the authority to sign, in the
name and on behalf of the Partnership, checks, orders, contracts, leases, notes,
drafts and other documents and instruments in connection with the ordinary
course of the business of the Partnership, commitments regarding the acquisition
or disposition of Portfolio Investments of the Fund, conveyances of real estate,
documents evidencing the lending or borrowing by the Partnership, and other
documents and instruments otherwise arising outside the ordinary course of
business of the Partnership, PROVIDED that any action that would bind the
Partnership with respect to amounts in excess of $500,000 shall require the
consent of a majority of the General Partners.

          5.4 ACTIONS AND DETERMINATIONS OF THE PARTNERSHIP. Subject to the
other provisions of this Agreement, whenever this Agreement provides that a
determination shall be made or an action shall be taken by the Partnership, such
determination or act may be made or taken by the General Partners.

          5.5 VOTING.

          (a) Any action of the Partnership requiring the vote or assent of more
than one of the General Partners under this Agreement may be taken only upon
notice to each General Partner entitled to vote thereon either personally, by
telephone, by mail, by facsimile, or by any other means of communication
reasonably calculated to give notice; and reasonable efforts shall be

                                       12


made to allow each General Partner entitled to vote thereon to participate in a
vote on such matter.

          (b) Except as expressly provided herein, on any matter that is to be
voted on by the General Partners or all Partners, as the case may be, the
General Partners or the Partners, as the case may be, may take such action
without a meeting and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed and/or ratified by the
General Partners or the Partners, as the case may be, having not less than the
minimum voting percentage or the requisite number of the General Partners or the
Partners, as the case may be, that would be necessary to authorize or take such
action at a meeting, PROVIDED, however, that prior notice of the matter to be
voted on is given to all the General Partners and all the Partners entitled to
vote thereon (provided that a consent in writing at any time to such action
shall constitute a waiver of such prior notice), and PROVIDED, FURTHER, that the
Partnership shall promptly provide copies to all General Partners (and, for
matters on which all Partners were entitled to vote, to all Partners) of any
consents or written actions taken by any General Partners or the Partners, as
the case may be.

          5.6 DISCRETION. Whenever in this Agreement the General Partners are
permitted or required to make a decision (I) in their "sole discretion" or
"discretion" or under a grant of similar authority or latitude, the General
Partners may consider any interests they desire, including their own interests,
or (II) in their "good faith" or under another expressed standard, the General
Partners shall act under such express standard and shall not be subject to any
other or different standard imposed by this Agreement or any other agreement
contemplated herein or by relevant provisions of law or in equity or otherwise.
If any questions should arise with respect to the operation of the Partnership,
which are not otherwise specifically provided for in this Agreement or the
Partnership Law, or with respect to the interpretation of this Agreement, the
General Partners are hereby authorized to make a final determination with
respect to any such question and to interpret this Agreement in their sole
discretion, and their determination and interpretation so made shall be final
and binding on all parties.

                                   ARTICLE VI

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

          6.1 LIABILITY. Except as otherwise provided by the Partnership Law,
the debts, obligations and liabilities of the Partnership, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Partnership, and no Covered Person shall be obligated
personally for any such debt, obligation or liability of the Partnership solely
by reason of being a Covered Person.

          6.2 EXCULPATION.

          (a) GENERALLY. No Covered Person shall be liable to the Partnership or
any Partner for any act or omission taken or suffered by such Covered Person in
good faith, except to the extent that it shall be finally judicially determined
that such act or omission constitutes fraud, gross negligence or willful
misfeasance of the Covered Person. No Partner shall be liable to the Partnership
or any Partner for any action taken by any other Partner.

                                       13


          (b) RELIANCE GENERALLY. A Covered Person shall incur no liability in
acting upon any signature or writing reasonably believed by it to be genuine,
and may rely on a certificate signed by an officer of any Person in order to
ascertain any fact with respect to such Person or within such Person's knowledge
and may rely on an opinion of counsel selected by such Covered Person with
respect to legal matters. Each Covered Person may act directly or through its
agents or attorneys. Each Covered Person may consult with counsel, appraisers,
engineers, accountants and other skilled Persons of its choosing, and shall not
be liable for anything done, suffered or omitted in good faith and within the
scope of this Agreement in reasonable reliance upon the advice of any of such
Persons. No Covered Person shall be liable to the Partnership or any Partner for
any error of judgment made in good faith by a responsible officer or employee of
such Covered Person or its or his Affiliate. Except as otherwise provided in
this Section 6.2, no Covered Person shall be liable to the Partnership or any
Partner for any mistake of fact or judgment by such Covered Person in conducting
the affairs of the Partnership or otherwise acting in respect of and within the
scope of this Agreement.

          (c) RELIANCE ON THIS AGREEMENT. To the extent that, at law or in
equity, a Covered Person has duties (including fiduciary duties) and liabilities
relating thereto to the Partnership or to the Partners, any Covered Person
acting under this Agreement or otherwise shall not be liable to the Partnership
or to any Partner for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they restrict
the duties and liabilities of a Covered Person otherwise existing at law or in
equity, are agreed by the Partners to replace such other duties and liabilities
of such Covered Person.

          (d) NOT LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS. No Covered Person
shall be liable for the return of the Capital Contributions or Capital Account
of any Partner, and such return shall be made solely from available Partnership
assets, if any, and each Partner hereby waives any and all claims it may have
against each Covered Person in this regard.

          6.3 INDEMNIFICATION.

          (a) INDEMNIFICATION GENERALLY. The Partnership shall and hereby does,
to the fullest extent permitted by applicable law, indemnify, hold harmless and
release each Covered Person from and against all claims, demands, liabilities,
costs, expenses, damages, losses, suits, proceedings and actions, whether
judicial, administrative, investigative or otherwise, of whatever nature, known
or unknown, liquidated or unliquidated ("CLAIMS"), that may accrue to or be
incurred by any Covered Person, or in which any Covered Person may become
involved, as a party or otherwise, or with which any Covered Person may be
threatened, relating to or arising out of the business and affairs of, or
activities undertaken in connection with, the Partnership, or otherwise relating
to or arising out of this Agreement, including, but not limited to, amounts paid
in satisfaction of judgments, in compromise or as fines or penalties, and
counsel fees and expenses incurred in connection with the preparation for or
defense or disposition of any investigation, action, suit, arbitration or other
proceeding (a "PROCEEDING"), whether civil or criminal (all of such Claims and
amounts covered by this Section 6.3, and all expenses referred to in Section
6.3(d), are referred to as "DAMAGES"), except to the extent that it shall have
been finally judicially determined that such Damages arose primarily from the
fraud, gross negligence or willful misfeasance of such Covered Person. The
termination of any Proceeding by settlement

                                       14


shall not, of itself, create a presumption that any Damages relating to such
settlement arose from a material violation of this Agreement by, or the gross
negligence of, any Covered Person.

          (b) CONTRIBUTION. At any time and from time to time prior to the
second anniversary of the last day of the Term, the Partnership may require the
Partners to make further capital contributions (in addition to Capital
Commitments) to satisfy all or any portion of the indemnification obligations of
the Partnership pursuant to Section 6.3(a) above or the Fund Agreement, whether
such obligations arise before or after the last day of the Term or before or
after such Partner's resignation from the Partnership, PROVIDED that each
Partner's obligation to make such capital contributions in respect of such
Partner's share of any such indemnification payment shall be limited to amounts
distributed to such Partner pursuant to this Agreement.

          (c) EXPENSES, ETC. To the fullest extent permitted by law, the
reasonable expenses incurred by a Covered Person in defense or settlement of any
Claim that may be subject to a right of indemnification hereunder shall be
advanced by the Partnership prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the Covered Person to repay such amount if
it shall be determined ultimately that the Covered Person is not entitled to be
indemnified hereunder. The right of any Covered Person to the indemnification
provided herein shall be cumulative with, and in addition to, any and all rights
to which such Covered Person may otherwise be entitled by contract or as a
matter of law or equity and shall extend to such Covered Person's successors,
assigns and legal representatives.

          (d) NOTICES OF CLAIMS, ETC. Promptly after receipt by a Covered Person
of notice of the commencement of any Proceeding, such Covered Person shall, if a
claim for indemnification in respect thereof is to be made against the
Partnership, give written notice to the Partnership of the commencement of such
Proceeding, PROVIDED that the failure of any Covered Person to give notice as
provided herein shall not relieve the Partnership of its obligations under this
Section 6.3, except to the extent that the Partnership is actually prejudiced by
such failure to give notice. In case any such Proceeding is brought against a
Covered Person (other than a derivative suit in right of the Partnership), the
Partnership will be entitled to participate in and to assume the defense thereof
to the extent that the Partnership may wish, with counsel reasonably
satisfactory to such Covered Person. After notice from the Partnership to such
Covered Person of the Partnership's election to assume the defense thereof, the
Partnership will not be liable for expenses subsequently incurred by such
Covered Person in connection with the defense thereof. The Partnership will not
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Covered Person of a release from all liability in respect to such Claim.

                                  ARTICLE VII

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

          7.1 BOOKS AND RECORDS. The Partnership shall keep or cause to be kept
full and accurate accounts of the transactions of the Partnership in proper
books and records of account which shall set forth all information required by
the Partnership Law. Such books and records shall be maintained on the basis
utilized in preparing the Partnership's United States income tax returns. Such
books and records shall be available for inspection and copying by the Partners
or

                                       15


their duly authorized representatives during normal business hours for any
purpose reasonably related to such Partner's interest in the Partnership.

          7.2 UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAX INFORMATION.
Within 120 days after the end of each Fiscal Year (or as soon as reasonably
practicable thereafter), the Partnership shall send to each Person that was a
Partner at any time during such Fiscal Year copies of (A) Schedule K-1,
"Partner's Share of Income, Credits, Deductions, Etc." (or successor schedule)
with respect to such Person, together with such additional information as may be
necessary for such Person to file his United States federal income tax returns,
and (B) such similar schedules as are required to be furnished by the
Partnership for United States state and local income tax purposes.

          7.3 REPORTS TO PARTNERS. The Partnership shall provide to each Partner
and each Special Assignee on a timely basis, if such Partner or Special Assignee
so requests in writing, (A) all reports sent to the limited partners of the Fund
pursuant to the Fund Agreement, (B) the Partnership's unaudited financial
statements for each fiscal quarter and (C) the Partnership's audited financial
statements for each Fiscal Year. Except as otherwise provided in this Agreement
or required by applicable law, the Partnership shall send to each Partner only
such other financial reports as the General Partners shall deem appropriate.

                                  ARTICLE VIII

                   ADMISSION OF ADDITIONAL PARTNERS; TRANSFERS

          8.1 ADMISSION OF ADDITIONAL PARTNERS.

          (a) GENERAL. One or more Persons may be admitted to the Partnership as
a Limited Partner (each, an "ADDITIONAL PARTNER"). Each such Person shall be
admitted as an Additional Partner at the time such Person (I) executes this
Agreement or a counterpart of this Agreement and (II) is named as a Partner on
the Partnership Register. In connection with the admission of any Additional
Partner pursuant to this Section 8.1, a majority of the General Partners voting
on such admission (in their sole discretion) shall determine the Minimum Points
of, and Capital Commitment that will be accepted from, such Additional Partner.

          (b) ADMISSION OF LIMITED PARTNERS. Upon the consent of a majority of
the Tier 1 General Partners, a new Limited Partner may be admitted to the
Partnership.

          (c) ADMISSION OF GENERAL PARTNERS. Upon the consent both of GP III and
of a majority of the Tier 1 General Partners, a new general partner may be
admitted to the Partnership, PROVIDED that if (I) CD Trident III, LLC has become
a Special Assignee pursuant to Section 9.1(a), then such party may be replaced
by GP III with an entity controlled by the then chief executive officer of MMC
Capital, (II) GM Trident III, LLC has become a Special Assignee pursuant to
Section 9.1(a), then such party may be replaced by GP III with an entity
controlled by the then president of MMC Capital, (III) MH Trident III, LLC has
become a Special Assignee pursuant to Section 9.1(a), then such party may be
replaced by GP III with an entity controlled by the then investment director of
MMC Capital and (IV) subject to the

                                       16


provisions of Article IX of this Agreement, there shall be no reduction or
dilution of Points held by any Tier 1 Partner without the prior written consent
of such Tier 1 Partner.

          8.2 TRANSFER BY PARTNERS.

          (a) GENERAL. No Partner may assign, sell, convey, pledge, mortgage,
encumber, hypothecate or otherwise transfer in any manner whatsoever (a
"TRANSFER") all or any part of his interest in the Partnership without the
express prior written consent of a majority of the General Partners, PROVIDED
that an Estate Partner may Transfer all or part of its interest without such
consent to the Partner with whom such Estate Partner is affiliated after having
first offered to the Partnership the opportunity to acquire the interest of such
Estate Partner on terms at least as favorable as those of the proposed Transfer.

          (b) CONDITIONS TO TRANSFER. No Transfer of an interest in the
Partnership shall be permitted if (I) such Transfer would result in a violation
of applicable law, including any securities laws, (II) as a result of such
Transfer, either the Partnership or the Fund would be required to register as an
investment company under the Investment Company Act of 1940, as amended, or
(III) such Transfer would result in the Partnership at any time during its
taxable year having more than 100 members, within the meaning of section
1.7704-1(h)(1)(ii) of the Treasury Regulations (taking into account section
1.7704-1(h)(3) of the Treasury Regulations). No attempted or purported Transfer
in violation of this Section 8.2 shall be effective.

          8.3 FURTHER ACTIONS. The Partnership shall cause this Agreement to be
amended to reflect as appropriate the occurrence of any of the events referred
to in this Article VIII, as promptly as is practicable after such occurrence.

                                   ARTICLE IX

                                SPECIAL ASSIGNEES

          9.1 BECOMING A SPECIAL ASSIGNEE.

          (a) TIER 1 PARTNERS. A Tier 1 Partner shall cease to be a Partner and
become a "SPECIAL ASSIGNEE" upon the occurrence of any of the following events:

                    (i) The death or Disability of such Tier 1 Partner or the
          Person with whom such Tier 1 Partner is Associated;

                    (ii) The status of such Tier 1 Partner as a Partner
          hereunder is involuntarily terminated, either with or without Cause,
          by GP III; or

                    (iii) Such Tier 1 Partner voluntarily terminates its status
          as a Partner hereunder.

          (b) TIER 2 PARTNERS. A Tier 2 Partner shall cease to be a Partner and
become a "SPECIAL ASSIGNEE" upon the occurrence of any of the following events:

                    (i) The death or Disability of such Tier 2 Partner;

                                       17


                    (ii) The status of such Tier 2 Partner as a Partner
          hereunder is involuntarily terminated, either with or without an MMC
          Capital Cause Determination, by the Tier 1 General Partners;

                    (iii) Such Tier 2 Partner voluntarily terminates its status
          as a Partner hereunder; or

                    (iv) Such Tier 2 Partner shall fail to make any Capital
          Contribution when due and such failure shall not have been cured 30
          days after the mailing or delivery of written notice of such failure.

          9.2 CONSEQUENCES OF SPECIAL ASSIGNEE STATUS. On and after the date
that a Partner becomes a Special Assignee, such Special Assignee shall be
treated as a Partner for purposes of Articles III, IV, VI, VII and XII and shall
continue to be bound by the terms of this Agreement (including, without
limitation, Section 4.5) and, subject to Section 12.11, all amendments hereto,
as if such Special Assignee were a Partner, such Partner's Remaining Capital
Commitment shall be reduced to zero, and the Remaining Capital Commitments of
M&M Vehicle, L.P. shall be increased by such reduction. Whenever the act, vote,
consent or decision of the General Partners (or of representatives of the
General Partners on the Investment Committee) is required or permitted pursuant
to this Agreement, Special Assignees of General Partners (or their
representatives) shall not be entitled to perform such act, to participate in
such vote or consent, or to make such decision, and such act, vote, consent or
decision shall be performed, tabulated or made as if such Special Assignee were
not a General Partner.

          9.3 ECONOMIC RIGHTS OF SPECIAL ASSIGNEES.

          (a) TIER 1 PARTNERS.

                    (i) DEATH OR DISABILITY. Subject to Section 9.3(a)(v), if a
          Tier 1 Partner becomes a Special Assignee due to the death or
          Disability of such Tier 1 Partner or the Person with whom such Tier 1
          Partner is Associated, (X) such Tier 1 Partner shall not forfeit any
          of the Points allocated to such Tier 1 Partner with respect to each
          Portfolio Investment then held by the Fund and (y) such Tier 1
          Partner's Minimum Points with respect to any Portfolio Investment made
          after the date on which such Tier 1 Partner shall have become a
          Special Assignee shall be reduced by 50%.

                    (ii) INVOLUNTARY TERMINATION WITH CAUSE. If a Tier 1 Partner
          becomes a Special Assignee due to termination from the Partnership
          with Cause of such Tier 1 Partner or termination of a Tier 1 Partner
          because of the commission of any action constituting Cause by the
          Person with whom such Tier 1 Partner is Associated, (X) such Tier 1
          Partner shall forfeit 100% of the Points allocated to such Tier 1
          Partner with respect to each Portfolio Investment then held by the
          Fund and (Y) the Minimum Points for such Tier 1 Partner with respect
          to any Portfolio Investment made after the date on which such Tier 1
          Partner shall have become a Special Assignee shall become zero unless
          GP III shall restore all or a portion of the Minimum Points.

A judicial determination of Cause may occur after the termination of a Tier 1
Partner. In addition, in the event of a termination for Cause, GP III shall have
the right to purchase or direct

                                       18


the purchase of such Tier 1 Partner's interest in the Partnership at fair market
value. Fair market value (1) shall be as mutually agreed by the parties,
provided that in the absence of such agreement, fair market value shall be
determined by an independent appraiser mutually agreed to by GP III and by such
Tier 1 Partner, which agreement shall not be unreasonably withheld by either
party, and (2) shall be determined as if the Partnership and the Fund had been
liquidated as of such date. Each of the Partnership, the Tier 1 Partners and GP
III shall cooperate with the appraiser and furnish such information as is
required for it to perform the valuation of such interest. Upon purchase by GP
III or its designee of the interest of such Tier 1 Partner in the Partnership,
such Tier 1 Partner shall have no further interest in the Partnership.

                    (iii) INVOLUNTARY TERMINATION WITHOUT CAUSE. Subject to
          Section 9.3(a)(v), if a Tier 1 Partner becomes a Special Assignee due
          to involuntary termination from the Partnership without Cause or
          voluntary termination from the Partnership for Good Reason of such
          Tier 1 Partner or the Person with whom such Tier 1 Partner is
          Associated, (X) such Tier 1 Partner shall not forfeit any of the
          Points allocated to such Tier 1 Partner with respect to each Portfolio
          Investment then held by the Fund and (y) such Tier 1 Partner's Minimum
          Points with respect to any Portfolio Investment made after the date on
          which such Tier 1 Partner shall have become a Special Assignee shall
          be reduced to zero.

                    (iv) VOLUNTARY TERMINATION. Subject to Section 9.3(a)(v), if
          a Tier 1 Partner becomes a Special Assignee due to the voluntary
          termination from the Partnership of such Tier 1 Partner, (X) such Tier
          1 Partner shall not forfeit any of the Points allocated to such Tier 1
          Partner with respect to each Portfolio Investment then held by the
          Fund and (y) such Tier 1 Partner's Minimum Points with respect to any
          Portfolio Investment made after the date on which such Tier 1 Partner
          shall have become a Special Assignee shall be reduced to zero.

                    (v) CHANGE IN CONTROL. Notwithstanding Sections 9.3(a)(i),
          (iii) and (iv), if a Change in Control has occurred prior to the time
          a Tier 1 Partner becomes a Special Assignee (other than as a result of
          involuntary termination with Cause), (X) such Tier 1 Partner shall not
          forfeit any of the Points allocated to such Tier 1 Partner with
          respect to each Portfolio Investment then held by the Fund and (y)
          such Tier 1 Partner's Minimum Points with respect to any Portfolio
          Investment made after the date on which such Tier 1 Partner shall have
          become a Special Assignee shall remain unchanged, and at no time will
          such Tier 1 Partner's Minimum Points change without such Tier 1
          Partner's consent.

          (b) TIER 2 PARTNERS. If a Tier 2 Partner becomes a Special Assignee,
(I) with respect to each Portfolio Investment made on or after the date such
Tier 2 Partner becomes a Special Assignee, such Tier 2 Partner shall be
allocated zero Points and (II) with respect to each Portfolio Investment then
held by the Fund that was made prior to the date such Tier 2 Partner becomes a
Special Assignee, such Tier 2 Partner shall forfeit a percentage of the Points
allocated to such Tier 2 Partner as specified below:

                                       19




                    If the Tier 2 Partner                                     Percentage of
                 becomes a Special Assignee                           Points that are Forfeited
                 --------------------------                           -------------------------

                                                                             
During the 12 month period commencing on the later of                           100%
December 4, 2003 and the date such Tier 2 Partner begins
employment with MMC Capital.

During the 12 month period commencing on the first                               80%
anniversary of the later of December 4, 2003 and the date
such Tier 2 Partner begins employment with MMC Capital.

During the 12 month period commencing on the second                              60%
anniversary of the later of December 4, 2003 and the date
such Tier 2 Partner begins employment with MMC Capital.

After the third anniversary of the later of December 4, 2003                     40%
and the date such Tier 2 Partner begins employment with MMC
Capital.

With respect to any Portfolio Investment, after the fourth                        0%
anniversary of the date on which such Portfolio Investment
was made.


PROVIDED that (A) if such Tier 2 Partner becomes a Special Assignee due to
termination with an MMC Capital Cause Determination, such Tier 2 Partner shall
forfeit 100% of the Points allocated to such Tier 2 Partner with respect to each
Portfolio Investment then held by the Fund that was made prior to the date such
Tier 2 Partner becomes a Special Assignee, (B) if such Tier 2 Partner becomes a
Special Assignee due to death or Disability, such Tier 2 Partner shall forfeit
zero Points with respect to each Portfolio Investment then held by the Fund that
was made prior to the date such Tier 2 Partner becomes a Special Assignee, and
(C) if a Change of Control has occurred before a Tier 2 Partner becomes a
Special Assignee (other than as a result of death, disability or involuntary
termination with an MMC Capital Cause Determination), such Tier 2 Partner shall
not forfeit any of the Points with respect to each Portfolio Investment then
held by the Fund that was made prior to the date such Tier 2 Partner becomes a
Special Assignee.

          If a Tier 2 Partner becomes a Special Assignee other than by reason of
death or Disability, the General Partners shall have the right to purchase or
direct the purchase of such Tier 2 Partner's interest in the Partnership. The
purchase price for such Tier 2 Partner's interest in the Partnership shall be
the fair market value of such interest, which shall be mutually agreed upon by
the parties, PROVIDED, that in the absence of such agreement, fair market value
shall be determined by an independent appraiser selected by the General Partners
and approved by such Tier 2 Partner, which approval shall not be unreasonably
withheld by such Tier 2 Partner. The cost of such appraisal shall be shared
equally by the Partnership and such Tier 2 Partner, and each of the Partnership,
the General Partners and the Tier 2 Partners shall cooperate with the

                                       20


appraiser and furnish such information as is required for it to perform the
valuation of such interest. Fair market value as of any date shall be determined
as if the Partnership and the Fund had been liquidated as of such date. Upon
purchase by the General Partners or their designees of the interest of such Tier
2 Partner in the Partnership, such Tier 2 Partner shall have no further interest
in the Partnership.

                                   ARTICLE X

                   DURATION AND TERMINATION OF THE PARTNERSHIP

          10.1 DURATION. There shall be a dissolution of the Partnership, and
its affairs shall be wound up, upon the first to occur of any of the following
events:

                    (a) the day after the second anniversary of the last day of
          the Term of the Fund;

                    (b) the decision, made by all of the General Partners, to
          dissolve the Partnership; or

                    (c) the entry of a decree of judicial dissolution of the
          Partnership pursuant to the Partnership Law.

          10.2 WINDING UP. Upon the dissolution of the Partnership, the General
Partners (or any duly elected liquidating trustee or other duly designated
representative) shall use all commercially reasonable efforts to liquidate all
of the Partnership assets in an orderly manner and apply the proceeds of such
liquidation as set forth in Section 10.3, provided that if in the good faith
judgment of the General Partners (or such liquidating trustee or other
representative) a Partnership asset should not be liquidated, the General
Partners (or such liquidating trustee or other representative) shall allocate,
on the basis of the Value of any Partnership assets not sold or otherwise
disposed of, any unrealized gain or loss based on such Value to the Partners'
Capital Accounts as though the assets in question had been sold on the date of
distribution and, after giving effect to any such adjustment, distribute said
assets in accordance with Section 10.3, subject to the priorities set forth in
Section 10.3, and provided, further, that the General Partners (or such
liquidating trustee or other representative) will in good faith attempt to
liquidate sufficient Partnership assets to satisfy in cash (or make reasonable
provision for) the debts and liabilities referred to in Section 10.3.

          10.3 FINAL DISTRIBUTION. After the application or distribution of the
proceeds of the liquidation of the Partnership's assets in one or more
installments to the satisfaction of the liabilities of the Partnership to
creditors of the Partnership, including to the satisfaction of the expenses of
the winding-up, liquidation and dissolution of the Partnership (whether by
payment or the making of reasonable provision for payment thereof), the
remaining proceeds, if any, plus any remaining assets of the Partnership shall,
by the end of the taxable year of the Partnership in which the liquidation
occurs (or, if later, within 90 days after the date of such liquidation), be
distributed in accordance with the provisions of Section 4.3.

          10.4 TIME FOR LIQUIDATION, ETC. A reasonable time period shall be
allowed for the orderly winding up and liquidation of the assets of the
Partnership and the discharge of liabilities

                                       21


to creditors so as to enable the Partnership to seek to minimize potential
losses upon such liquidation. The provisions of this Agreement shall remain in
full force and effect during the period of winding up and until the filing of a
certificate of cancellation of the Statement/notice of dissolution with the
Registrar of Exempted Limited Partnerships of the Cayman Islands.

          10.5 TERMINATION. Upon completion of the foregoing, any General
Partner (or any duly elected liquidating trustee or other duly designated
representative) shall execute, acknowledge and cause to be filed a certificate
of cancellation of the Statement/notice of dissolution with the Registrar of
Exempted Limited Partnerships of the Cayman Islands. Such notice of dissolution
will not be filed by a General Partner (or such liquidating trustee or other
representative) prior to the third anniversary of the last day of the Term
unless otherwise required by law.

          10.6 BANKRUPTCY OF A PARTNER. The bankruptcy (as defined in the
Partnership Law) of a Partner shall not cause such Partner to cease to be a
member of the Partnership, and upon the occurrence of such an event, the
business of the Partnership shall continue without dissolution.

          10.7 DEATH, LEGAL INCAPACITY, ETC. The death, bankruptcy, dissolution,
insanity, incompetency, other legal incapacity, or retirement, expulsion or
resignation from the Partnership of a Partner or the occurrence of any other
event that causes a Partner to cease to be a member of the Partnership, or the
status of any Partner as a Special Assignee, shall not cause the dissolution or
termination of the Partnership, and the Partnership, notwithstanding such event,
shall continue without dissolution upon the terms and conditions provided in
this Agreement and in accordance with the Partnership Law, and each Partner, by
executing this Agreement, agrees to such continuation of the Partnership without
dissolution.

                                   ARTICLE XI

                                   DEFINITIONS

          11.1 DEFINITIONS. As used in this Agreement, the following terms have
the following meanings (each such meaning to be equally applicable to the
singular and plural forms of the respective terms so defined):

          "ADDITIONAL PARTNER": As defined in Section 8.1.

          "ADJUSTMENT DATE": The last day of each fiscal year of the Partnership
and any other date that the General Partners, in their sole discretion, deem
appropriate for an interim closing of the Partnership's books.

          "AFFILIATE": With respect to any specified Person, (A) a Person that,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the Person specified, (B) a
trust or other estate in which such Person has a substantial beneficial interest
or as to which such Person serves as trustee or in another similar fiduciary
capacity, and (C) any relative or spouse of such Person, or any relative of such
spouse, who has the same home as such Person, PROVIDED that, for purposes of
this Agreement, none of the Portfolio Companies shall be deemed to be Affiliates
of the Partnership.

          "AGREEMENT": As defined in the preamble hereto.

                                       22


          "ASSOCIATED": CD Trident III, LLC is associated with Charles A. Davis;
GM Trident III, LLC is associated with Garrett M. Moran; MH Trident III, LLC is
associated with Meryl D. Hartzband.

          "BRIDGE FINANCING": As defined in the Fund Agreement.

          "BUSINESS DAY": Any day on which banks located in New York City are
not required or authorized by law to remain closed.

          "CAPITAL ACCOUNT": As defined in Section 3.2.

          "CAPITAL COMMITMENT": With respect to any Partner, the amount set
forth opposite the name of such Partner on the Partnership Register under the
heading "Capital Commitment".

          "CAPITAL CONTRIBUTION": With respect to any Partner, the amount of
capital contributed by such Partner to the Partnership pursuant to Section 3.1.

          "CAUSE": With respect to any Person or the Partner with which such
Person is Associated shall mean (A) the conviction of such Person for any felony
or (B) the final determination by a court of competent jurisdiction that such
Person has engaged in (I) misconduct that causes actual material injury to MMC
or one of its material Affiliates or (II) gross negligence or material willful
misfeasance relating to such Person's work at MMC Capital.

          "CERTIFICATE": As defined in Section 12.10.

          "CHANGE IN CONTROL": the occurrence of any of the following events:

                    (a) any "person," as such term is used in Sections 13(d) and
          14(d) of the Exchange Act (other than MMC, any trustee or other
          fiduciary holding securities under an employee benefit plan of MMC or
          any corporation owned, directly or indirectly, by the stockholders of
          MMC in substantially the same proportions as their ownership of stock
          of MMC), is or becomes the "beneficial owner" (as defined in Rule
          13d-3 under the Exchange Act), directly or indirectly, of securities
          of MMC representing 50% or more of the combined voting power of MMC's
          then outstanding voting securities;

                    (b) during any period of not more than two consecutive
          years, individuals who at the beginning of such period constitute the
          MMC board, and any new director whose election by MMC board of
          directors or nomination for election by MMC's stockholders was
          approved by a vote of at least two-thirds of the directors of the MMC
          board then still in office who either were directors of the MMC board
          at the beginning of the period or whose election or nomination for
          election was previously so approved, cease for any reason to
          constitute at least a majority thereof;

                    (c) the stockholders of MMC approve a merger or
          consolidation of MMC with any other corporation, other than (I) a
          merger or consolidation which would result in the voting securities of
          MMC outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or by being converted into voting
          securities of the surviving or parent entity) 50% or more of the
          combined voting power of the voting

                                       23


          securities of MMC or such surviving or parent entity outstanding
          immediately after such merger or consolidation, or (II) a merger or
          consolidation effected to implement a recapitalization of MMC (or
          similar transaction) in which no "person" (as herein above defined)
          acquired 50% or more of the combined voting power of the then
          outstanding securities of MMC;

                    (d) the stockholders of MMC approve a plan of complete
          liquidation of MMC or an agreement for the sale or disposition by MMC
          of all or substantially all of MMC's assets (or any transaction having
          a similar effect); or

                    (e) MMC no longer owns at least 50% of the value and voting
          power of MMC Capital.

          "CLAIMS": As defined in Section 6.3(a).

          "CLAWBACK AMOUNT": As defined in Section 4.5.

          "CODE": The Internal Revenue Code of 1986, as amended.

          "CORPORATE AGENTS": As defined in Section 5.2(g).

          "COVERED PERSON": A Partner; any Person that, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with the Partnership or any of the Partners or is Associated with
any of the Partners; any officers, directors, shareholders, controlling Persons,
partners, employees, representatives or agents (or any of their Affiliates) of a
Partner or of the Partnership (including, without limitation, members of the
Investment Committee), or of any of their respective Affiliates; and any Person
who was, at the time of the act or omission in question, such a Person.

          "DAMAGES": As defined in Section 6.3(a).

          "DISABILITY": In the case of any Partner, as set forth in the Marsh &
McLennan Companies Benefit Program, or, in the case of a Tier 1 Partner, if
different, the employment agreement of such Tier 1 Partner or the Person with
whom such Tier 1 Partner is Associated.

          "ESTATE PARTNER": Any trust or family partnership formed for the
purpose of estate planning by a Tier 1 Partner to which such Tier 1 Partner
transfers all or any portion of its interest in the Partnership pursuant to
Section 8.2 and which is designated on the Partnership Register as an Estate
Partner.

          "EXCHANGE ACT": The Securities Exchange Act of 1934, as amended.

          "FISCAL YEAR": As defined in Section 1.3.

          "FUND": Trident III, L.P., a Cayman Islands exempted limited
partnership, and it successors and assigns.

                                       24


          "FUND AGREEMENT": The limited partnership agreements of the Fund, as
amended and restated from time to time.

          "GENERAL PARTNER": As defined in the preamble to this Agreement.

          "GOOD REASON": With respect to any Person Associated with a Tier 1
Partner or with respect to the Tier 1 Partner with which such Person is
Associated, shall mean the occurrence of one or more of the following events
(unless in the case of clause (a), (b), (c) or (d) below, such occurrence is
cured by MMC Capital within 30 days of receipt of notice by MMC Capital
regarding such occurrence):

                    (a) a reduction in such Person's base salary or consulting
          fee; failure to pay to such Person, at the time such payments are
          required to be made, the bonus or performance payments, if any,
          described in such Person's employment or consulting agreement with MMC
          Capital; failure to award to such Person participation in future MMC
          Capital investments in accordance with such Person's employment or
          consulting agreement with MMC Capital, or make any required payments
          pursuant to such award; or the elimination of MMC equity opportunity
          referred to in such Person's employment or consulting agreement with
          MMC Capital.

                    (b) the failure to continue such Person in the position
          described in such Person's employment or consulting agreement with MMC
          Capital or a more senior position (unless MMC Capital has notified
          such Person in writing of the existence for the basis for Cause or as
          otherwise provided such Person's employment or consulting agreement
          with MMC Capital) or such Person's removal from such position;

                    (c) material diminution in such Person's duties, or
          assignment of duties materially inconsistent with such Person's
          position;

                    (d) relocation of such Person's principal office location
          other than as permitted pursuant to such Person's employment or
          consulting agreement with MMC Capital;

                    (e) a Change in Control of MMC or a Change in Control of MMC
          Capital. "GP III": As defined in the preamble to this Agreement.

          "HOLDBACK ACCOUNT": As defined in Section 4.4.

          "INITIAL AGREEMENT": As defined in the preamble to this Agreement.

          "INITIAL LIMITED PARTNER" shall mean David J. Wermuth, Esq.

          "INVESTMENT COMMITTEE": A committee of the Partnership formed to act
pursuant to Section 5.2(e), consisting of one representative of each of the
General Partners and one representative selected by unanimous vote of the
General Partners. The members are initially: Charles A. Davis representing CD
Trident III, LLC; Garrett M. Moran representing GM Trident III, LLC; Meryl D.
Hartzband representing MH Trident III, LLC; Jeffrey W. Greenberg

                                       25


representing GP III; and A.J.C. Smith selected by unanimous vote of the General
Partners. The members will include: (A) upon the death or resignation of any
member or the removal of such member by the General Partner such member
represents, the successor to such member (I) selected by the General Partner
that such member represented and (II) other than in the case of GP III, approved
by a majority of the other General Partners; and (B) upon the admission of a
General Partner pursuant to Section 8.1(c), a representative of such General
Partner (I) selected by such General Partner and (II) approved by a majority of
the other General Partners.

          "LIMITED PARTNER": As defined in the preamble to this Agreement.

          "MEMO ACCOUNT": As defined in Section 3.2(b).

          "MMC CAPITAL": MMC Capital, Inc., a Delaware corporation, and any
successors and assigns thereof.

          "MMC CAPITAL CAUSE DETERMINATION" shall mean, with respect to any Tier
2 Limited Partner, (A) the conviction of such Tier 2 Limited Partner for any
felony and (B) a determination (made in a reasonable manner) by the Tier 1
General Partners that such Tier 2 Limited Partner has committed one or more acts
involving gross negligence or willful misconduct.

          "MMC": Marsh & McLennan Companies, Inc., a Delaware corporation, and
any successors and assigns thereof.

          "MINIMUM POINTS": With respect to each Partner and as of any date, the
minimum number of Points that may be allocated to such Partner with respect to
any Portfolio Investment to be made on or after such date.

          "PARTNER": As defined in the preamble to this Agreement.

          "PARTNERSHIP": As defined in the preamble to this Agreement.

          "PARTNERSHIP EXPENSES": The costs and expenses that, in the good faith
judgment of the General Partners, arise out of or are incurred in connection
with the organization and operation of the Partnership, including, without
limitation, legal, and accounting expenses, extraordinary expenses and
indemnification obligations.

          "PARTNERSHIP LAW": The Exempted Limited Partnership Law (2003
Revision) of the Cayman Islands, as amended, and any successor to such statute.

          "PARTNERSHIP REGISTER": As defined in Section 1.1(c).

          "PERIOD": For the first Period, the period commencing on the date of
this Agreement and ending on the next Adjustment Date, and for all succeeding
Periods, the period commencing on the day after an Adjustment Date and ending on
the next Adjustment Date.

          "PERSON": Any individual, entity, corporation, company, partnership,
association, limited liability company, joint-stock company, trust or
unincorporated organization.

                                       26


          "POINTS": As defined in Section 4.2(a).

          "PORTFOLIO COMPANY": As defined in the Fund Agreement.

          "PORTFOLIO INVESTMENT": As defined in the Fund Agreement.

          "PREFERENCE AMOUNT": With respect to each Additional Partner indicated
on the Partnership Register as being subject to the provision for Preference
Amounts, determined only as of the date of a distribution made pursuant to
Section 4.3(b)(iii) and only with respect to Portfolio Investments made on or
after the date of admission of such Additional Partner, an amount equal to the
difference between (A) solely with respect to Portfolio Investments made prior
to, and disposed of after, the date of admission of such Additional Partner, the
sum of the amounts that would have previously been distributed to such
Additional Partner pursuant to Section 4.3(b)(iii) if such Additional Partner
had been allocated with respect to all such Portfolio Investments (subject to
Section 9.3(b)) the Minimum Points listed with respect to such Additional
Partner on the Partnership Register as of the date of admission of such
Additional Partner and (B) the sum of all amounts previously distributed to such
Additional Partner pursuant to Section 4.3(b)(iii)(2), PROVIDED that Section 4.4
shall be disregarded solely for purposes of determining the amounts described in
clauses (a) and (b). For the avoidance of doubt, Section 4.4 shall apply to
distributions of amounts described in Section 4.3(b)(iii)(2).

          "PRIME RATE": As defined in the Fund Agreement.

          "PROCEEDING": As defined in Section 6.3(a).

          "REMAINING CAPITAL COMMITMENT": For any Partner, the excess of (A)
such Partner's Capital Commitment over (B) the aggregate amount of such
Partner's Capital Contributions, as adjusted pursuant to Section 9.2.

          "SECURITIES": Shares of capital stock, limited partner interests,
limited liability company interests, warrants, options, bonds, notes, debentures
and other securities and equity and debt interests of whatever kind of any
Person, whether or not publicly traded or readily marketable.

          "SHORTFALL": For any Portfolio Investment, the amount equal to 10% of
the additional amount that would be required to be distributed in respect of
such Portfolio Investment pursuant to section 6.3 of the Fund Agreement so that
no further amount would be distributable pursuant to section 6.3(a) of the Fund
Agreement in respect of such Portfolio Investment, including all capital
contributions to the Fund by the partners of the Fund used to fund Partnership
Expenses and Organizational Expenses (as such terms are defined in the Fund
Agreement) apportioned to such Portfolio Investments pursuant to section 6.6(c)
of the Fund Agreement.

          "SPECIAL ASSIGNEE": As defined in Section 9.1.

          "STATEMENT": As defined in the Fund Agreement.

          "SUBSCRIPTION AGREEMENTS": The subscription agreements between the
Fund and each of its limited partners.

                                       27


          "TARGET AMOUNT": For any Portfolio Investment, the amount equal to the
amount that would have been distributable pursuant to Section 4.3(b)(iii) in
respect of such Portfolio Investment if such Portfolio Investment were the sole
Portfolio Investment made by the Fund and if the sole Partnership Expenses and
Organizational Expenses (as such terms are defined in the Fund Agreement)
incurred were the portion of the Partnership Expenses and Organizational
Expenses apportioned to such Portfolio Investment pursuant to section 6.6(c) of
the Fund Agreement.

          "TEMPORARY INVESTMENT": As defined in the Fund Agreement.

          "TERM": As such term will be defined in the Fund Agreement.

          "TIER 1 GENERAL PARTNER": Each of CD Trident III, LLC, GM Trident III,
LLC and MH Trident II, LLC or any other General Partner admitted in accordance
with Section 8.1(b) and listed on the Partnership Register as a Tier 1 General
Partner.

          "TIER 1 PARTNER": Each of the Tier 1 General Partners, Charles A.
Davis, Garrett M. Moran and Meryl D. Hartzband, each of their respective Estate
Partners, if any, and any other Partner admitted in accordance with Section
8.1(a) and listed on the Partnership Register as a Tier 1 Partner.

          "TIER 2 PARTNER": Any Partner admitted in accordance with Section
8.1(a) and listed on the Partnership Register as a Tier 2 Partner.

          "TRANSFER": As defined in Section 8.2(a).

          "TREASURY REGULATIONS": The Regulations of the Treasury Department of
the United States issued pursuant to the Code.

          "VALUE": As defined in the Fund Agreement, PROVIDED that the
provisions in the Fund Agreement regarding the board of advisors of the Fund
shall not apply to assets or Securities not held by the Fund.

                                  ARTICLE XII

                                  MISCELLANEOUS

12.1 NOTICES. All notices, requests, demands and other communications relating
to this Agreement shall be in writing and shall be deemed to have been duly
given if (A) delivered in person, (B) mailed by registered or certified mail,
return receipt requested and first-class postage paid, or (C) mailed by
overnight or next day express mail, as follows: (1) if to one or more of the
Partners, at the addresses set forth on the Partnership's books and records, (2)
if to the Partnership, at the address referred to in Section 1.4, or (3) to such
other address as any Partner (or a General Partner on behalf of the Partnership)
shall have last designated by notice to the Partnership and the other Partners,
as the case may be. Notices given in person, or by facsimile transmission
followed by a confirmation by an officer of a General Partner, shall be deemed
to have been made when given (and, in the case of facsimile, confirmed). Notices
mailed in

                                       28


accordance with the first sentence of this Section 12.1 shall be deemed to have
been given and made three days following the date so mailed.

          12.2 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute a single agreement.

          12.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the
headings of the articles and sections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof.

          12.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided
herein, this Agreement shall be binding upon and inure to the benefit of the
Partners and the Initial Limited Partner and their respective legal
representatives, heirs, administrators, executors, successors, and permitted
assigns.

          12.5 SEVERABILITY. Every term and provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal or invalid
for any reason whatsoever, such term or provision will be enforced to the
maximum extent permitted by law and, in any event, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.

          12.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS, ALL RIGHTS AND
REMEDIES BEING GOVERNED BY CAYMAN ISLANDS LAW, WITHOUT REGARD TO CONFLICTS OF
LAWS RULES.

          12.7 CONFIDENTIALITY. Each Partner agrees that he, she or it shall
keep confidential and not disclose to any third Person or use for his own
benefit, without the written consent of the General Partners, any trade secrets
or confidential or proprietary information with respect to the Partnership, the
Fund or any Portfolio Company, or any of its or their Affiliates, PROVIDED that
a Partner may disclose any such information (A) as has become generally
available to the public other than as a result of a disclosure by a Partner or
his or her representative, (B) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or national (including
foreign) regulatory body having or claiming to have jurisdiction over such
Partner, (c) as may be required in response to any summons or subpoena or in
connection with any litigation, (D) to the extent necessary in order to comply
with any law, order, regulation or ruling applicable to such Partner, and (E)
that constitutes U.S. federal income tax treatment or tax structure of the
Partnership (including transactions undertaken by the Partnership) and all
materials of any kind (including opinions or other tax analyses) that are
provided to such Limited Partner relating to such tax treatment and tax
structure; and PROVIDED FURTHER that, to the extent permitted by applicable law
and not restricted by confidentiality or other agreements, arrangements or
requirements to which the Partnership, any Portfolio Company, the Fund or any of
their Affiliates are bound, such Partner may, after becoming a Special Assignee,
disclose to third persons the performance of investments made by the Fund while,
he, she or it was a Partner solely for the purpose of providing information
relating to such Special Assignee's track record, but nothing in this proviso
shall authorize any Partner or Special Assignee to retain or to disclose to any
third Person any books, records, documents or other written materials held by
such

                                       29


Partner or available to such Partner before becoming a Special Assignee
containing information of the kind described in this sentence before the first
proviso.

          12.8 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner
pursuant to Section 4.5, Article VI and Section 12.7 shall survive the
termination or expiration of this Agreement and the dissolution, winding up and
termination of the Partnership.

          12.9 WAIVER OF PARTITION. Except as may be otherwise provided by law
in connection with the dissolution, winding up and liquidation of the
Partnership, each Partner hereby irrevocably waives any and all rights that he,
she or it may have to maintain an action for partition of any of the
Partnership's property.

          12.10 POWER OF ATTORNEY. Subject to Section 12.11, each Limited
Partner does hereby irrevocably constitute and appoint each General Partner,
with full power of substitution, the true and lawful attorney-in-fact and agent
of such Partner, to execute, acknowledge, verify, swear to, deliver, record and
file, in his or her name, place and stead, all instruments, documents and
certificates which may from time to time be required by the laws of the Cayman
Islands, the United States of America, the State of Connecticut, the State of
New York, and any other jurisdiction in which the Partnership conducts or plans
to conduct business, or any political subdivision or agency thereof, to
effectuate, implement and continue the valid existence and business of the
Partnership, including, without limitation, the power and authority to execute,
verify, swear to, acknowledge, deliver, record and file:

                    (a) all certificates and other instruments, including,
          without limitation, any amendments to this Agreement or to the
          Certificate of Formation of the Partnership (the "CERTIFICATE"), that
          the General Partners deem appropriate to form, qualify or continue the
          Partnership as an exempted limited partnership in the Cayman Islands
          and all other jurisdictions in which the Partnership conducts or plans
          to conduct business;

                    (b) all instruments that the General Partners deem
          appropriate to reflect any amendment to this Agreement or the
          Certificate (i) to satisfy any requirements, conditions, guidelines or
          opinions contained in any opinion, directive, order, ruling or
          regulation of the Securities and Exchange Commission, the Internal
          Revenue Service, or any other United States federal or state agency,
          or in any United States federal or state statute, compliance with
          which the General Partners deem to be in the best interests of the
          Partnership, (II) to change the name of the Partnership or (III) to
          cure any ambiguity or correct or supplement any provision herein or
          therein contained that may be incomplete or inconsistent with any
          other provision herein or therein contained;

                    (c) all conveyances and other instruments that the General
          Partners deem appropriate to reflect and effect the dissolution and
          termination of the Partnership pursuant to the terms of this
          Agreement, including without limitation the filing of a notice of
          dissolution as provided for in Article X;

                    (d) all instruments relating to duly authorized (I)
          Transfers of interests of Partners, (II) admissions of Additional
          Partners, (III) changes in the Capital Commitment,

                                       30


          Minimum Points or Points of any Partner or (IV) duly adopted
          amendments to this Agreement, all in accordance with the terms of this
          Agreement;

                    (e) certificates of assumed name and such other certificates
          and instruments as may be necessary under the fictitious or assumed
          name statutes from time to time in effect in the Cayman Islands and
          any other jurisdiction in which the Partnership conducts or plans to
          conduct business; and

                    (f) any other instruments determined by the General Partners
          to be necessary or appropriate in connection with the proper conduct
          of the business of the Partnership and that do not adversely affect
          the interests of the Partners.

          Such attorney-in-fact and agent shall not, however, have the right,
power or authority to amend or modify this Agreement when acting in such
capacities, except to the extent authorized herein. This power of attorney shall
not be affected by the subsequent disability or incompetence of the principal.

          The power of attorney granted herein shall be deemed to be coupled
with an interest, shall be irrevocable, shall survive the death, dissolution,
bankruptcy or legal disability of each of the Partners and shall extend to their
successors and assigns. The power of attorney granted herein may be exercised by
such attorney-in-fact and agent for all Partners of the Partnership (or any of
them) by listing all (or any) of such Partners required to execute any such
instrument on the signature page of such instrument, and signing such instrument
at the end of such list, acting as attorney-in-fact. Any person dealing with the
Partnership may conclusively presume and rely upon the fact that any instrument
referred to above, executed by such attorney-in-fact and agent, is authorized,
regular and binding, without further inquiry. If required, the Partners shall
execute and deliver to the Partnership, within five Business Days after receipt
of a request therefor, such further designations, powers of attorney or other
instruments as the General Partners shall reasonably deem necessary for the
purposes hereof.

          12.11 MODIFICATIONS. Except as otherwise expressly provided herein,
this Agreement may be modified or amended, and any provision hereof may be
waived only upon the written consent of each of the General Partners, PROVIDED
that, except for modifications in the nature of technical corrections to Section
3.2(b) or the definitions referred to therein or Section 4.3(b)(iii) designed to
carry out the intent described in Section 3.2(b), no such modification,
amendment or waiver that would (A) adversely alter (I) any Partner's economic
interest in the Partnership (including, without limitation, such Partner's
Capital Commitment, Minimum Points, Points allocated with respect to any
Portfolio Investment, Capital Contribution, obligations pursuant to Section 4.5,
or right to or timing of distributions), voting rights contained in Article V
hereof (solely with respect to General Partners), rights under the liability,
exculpation and indemnification provisions in Article VI hereof, right to
receive information, or the definition of Partnership Expenses or (II) the tax
consequences to such Partner relating to the Partnership which would
discriminate against such Partner vis-a-vis the other Partners, as applicable,
or (B) extend or increase any financial obligation or liability of such Partner,
shall be effective without the consent, in each case, of such Partner, as
applicable.

                                       31


          12.12 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the Partners and between the Partners and the Initial Limited
Partner with respect to the subject matter hereof and supersedes any prior
agreement or understanding, both written and oral, among them with respect to
such subject matter.

          12.13 FURTHER ACTIONS. Each Partner shall execute and deliver such
other certificates, agreements and documents, and take such other actions, as
may reasonably be requested by the Partnership in connection with the formation
of the Partnership and the achievement of its purposes, including, without
limitation, (A) any documents that the General Partners deem necessary or
appropriate to form, qualify or continue the Partnership as a limited
partnership in all jurisdictions in which the Partnership conducts or plans to
conduct business and (B) all such agreements, certificates, tax statements and
other documents as may be required to be filed in respect of the Partnership.












                                       32



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written, and have indicated,
where appropriate, their Capital Commitments in the spaces below provided next
to their names.

                                            INITIAL LIMITED PARTNER:
                                            -----------------------
                                            SOLELY TO REFLECT THE WITHDRAWAL OF
                                            THE INITIAL LIMITED PARTNER FOR
                                            PURPOSES OF SECTION 1.1(B):



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



                                            GENERAL PARTNERS:
                                            ----------------


                                            MMC GP III, INC.


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:


                                            CD TRIDENT III, LLC


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:


                                            GM TRIDENT III, LLC


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:


                                            MH TRIDENT III, LLC


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:





                          LIMITED PARTNERS OF TRIDENT CAPITAL III, L.P.:




























                                TABLE OF CONTENTS

Section                                                                    Page
- -------                                                                    ----
                                    ARTICLE I

                               ORGANIZATION, ETC.

1.1    Continuation............................................................1
1.2    Name and Offices........................................................2
1.3    Fiscal Year.............................................................2

                                   ARTICLE II

                               PURPOSES AND POWERS

2.1    Purposes................................................................2
2.2    Powers of the Partnership...............................................2

                                   ARTICLE III

              CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; ALLOCATIONS

3.1    Capital Contributions...................................................4
3.2    Capital Accounts; Memo Accounts.........................................4
3.3    Adjustments to Capital Accounts.........................................5
3.4    Allocations.............................................................5
3.5    Tax Matters.............................................................5
3.6    Negative Capital Accounts...............................................5
3.7    Excused Investment......................................................6
3.8    Estate Partners.........................................................6

                                   ARTICLE IV

                           DISTRIBUTIONS; WITHHOLDING

4.1    Withdrawal of Capital...................................................6
4.2    Sharing of Carried Interest; Points.....................................6
4.3    Distributions...........................................................7
4.4    Holdback for Tier 2 Partners Pending Dissolution of the Partnership.....9
4.5    Return of Distributions.................................................9
4.6    Limitations on Distributions...........................................10
4.7    Withholding............................................................10

                                    ARTICLE V

                               MANAGEMENT; VOTING

5.1    Partners...............................................................11
5.2    The General Partners...................................................11
5.3    Ability to Bind the Partnership........................................12


                                     i


5.4    Actions and Determinations of the Partnership..........................12
5.5    Voting.................................................................12
5.6    Discretion.............................................................13

                                   ARTICLE VI

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

6.1    Liability..............................................................13
6.2    Exculpation............................................................13
6.3    Indemnification........................................................14

                                   ARTICLE VII

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

7.1    Books and Records......................................................15
7.2    United States Federal, State and Local Income Tax Information..........16
7.3    Reports to Partners....................................................16

                                  ARTICLE VIII

                   ADMISSION OF ADDITIONAL PARTNERS; TRANSFERS

8.1    Admission of Additional Partners.......................................16
8.2    Transfer by Partners...................................................17
8.3    Further Actions........................................................17

                                   ARTICLE IX

                                SPECIAL ASSIGNEES

9.1    Becoming a Special Assignee............................................17
9.2    Consequences of Special Assignee Status................................18
9.3    Economic Rights of Special Assignees...................................18

                                    ARTICLE X

                   DURATION AND TERMINATION OF THE PARTNERSHIP

10.1   Duration...............................................................21
10.2   Winding Up.............................................................21
10.3   Final Distribution.....................................................21
10.4   Time for Liquidation, etc..............................................21
10.5   Termination............................................................22
10.6   Bankruptcy of a Partner................................................22
10.7   Death, Legal Incapacity, etc...........................................22

                                       ii



                                   ARTICLE XI

                                   DEFINITIONS

11.1   Definitions............................................................22

                                   ARTICLE XII

                                  MISCELLANEOUS

12.1   Notices................................................................28
12.2   Counterparts...........................................................29
12.3   Table of Contents and Headings.........................................29
12.4   Successors and Assigns.................................................29
12.5   Severability...........................................................29
12.6   Governing Law..........................................................29
12.7   Confidentiality........................................................29
12.8   Survival of Certain Provisions.........................................30
12.9   Waiver of Partition....................................................30
12.10  Power of Attorney......................................................30
12.11  Modifications..........................................................31
12.12  Entire Agreement.......................................................32
12.13  Further Actions........................................................32



Schedule A

                                      iii

EX-12.1

Marsh & McLennan Companies, Inc. and Subsidiaries                   Exhibit 12.1
Ratio of Earnings to Fixed Charges
(In millions, except ratios)



                                                                           Years Ended December 31,
                                                   --------------------------------------------------------------------
                                                       2003          2002           2001          2000           1999
                                                   --------------------------------------------------------------------

EARNINGS

                                                                                                
Income before income taxes and minority interest*    $ 2,335       $ 2,133        $ 1,590       $ 1,955        $ 1,255

Interest expense                                         185           160            196           247            233

Portion of rents representative of
the interest factor                                      156           132            122           120            121

Amortization of capitalized interest                      --            --             --            --              1
                                                   --------------------------------------------------------------------

                                                     $ 2,676       $ 2,425        $ 1,908       $ 2,322        $ 1,610
                                                   ====================================================================

FIXED CHARGES

Interest expense                                     $   185       $   160        $   196       $   247        $   233

Portion of rents representative of
the interest factor                                      156           132            122           120            121
                                                   --------------------------------------------------------------------

                                                     $   341       $   292        $   318       $   367        $   354
                                                   ====================================================================

Ratio of Earnings to Fixed Charges                       7.8           8.3            6.0           6.3            4.5


* Minority interest has been reclassified in 1999 to conform to the current year
  presentation.

EX-13

                                                                      Exhibit 13

                                                      MMC [LOGO]
                                                      MARSH o PUTNAM o MERCER
                                                      MARSH & MCLENNAN COMPANIES

                                                              ANNUAL REPORT 2003

                      COVER GRAPHIC OMITTED: ILLUSTRATION

Mozart's Fantasia and Sonata for piano in C minor, 1785




MMC IS A GLOBAL  PROFESSIONAL  SERVICES FIRM WITH ANNUAL REVENUES  EXCEEDING $11
BILLION.  IT IS THE PARENT COMPANY OF MARSH INC.,  THE WORLD'S  LEADING RISK AND
INSURANCE  SERVICES  FIRM;  PUTNAM  INVESTMENTS,  ONE OF THE LARGEST  INVESTMENT
MANAGEMENT  COMPANIES  IN THE UNITED  STATES;  AND MERCER  INC.,  A MAJOR GLOBAL
PROVIDER  OF  CONSULTING   SERVICES.   APPROXIMATELY  60,000  EMPLOYEES  PROVIDE
ANALYSIS,  ADVICE,  AND  TRANSACTIONAL  CAPABILITIES  TO  CLIENTS  IN  OVER  100
COUNTRIES.



                              Financial Highlights



For the Years Ended December 31,                                 2003           2002           2001
(IN MILLIONS, EXCEPT PER SHARE FIGURES)
- ---------------------------------------------------------------------------------------------------
                                                                                     
Revenue                                                        $11,588        $10,440         $9,869
Income Before Income Taxes and Minority Interest               $ 2,335        $ 2,133         $1,590
Net Income                                                     $ 1,540        $ 1,365         $  974
Stockholders' Equity                                           $ 5,451        $ 5,018         $5,173
- ----------------------------------------------------------------------------------------------------
Diluted Net Income Per Share                                   $  2.81        $  2.45         $ 1.70
Dividends Paid Per Share                                       $  1.18        $  1.09         $ 1.03
Year-end Stock Price                                           $ 47.89        $ 46.21         $53.75
====================================================================================================

[GRAPHIC OMITTED]



                 TOTAL RETURN OF MMC STOCK AND S&P 500 1983-2003
             20-YEAR COMPOUND ANNUAL GROWTH: MMC 16.6% S&P 500 13.0%


                               [BAR CHART OMITTED]

YR.       MMC       S&P
1983     $100      $100
1984      124       106
1985      178       140
1986      272       166
1987      230       174
1988      273       203
1989      392       267
1990      406       259
1991      438       338
1992      507       363
1993      465       400
1994      469       405
1995      544       558
1996      660       686
1997      973       914
1998     1175      1176
1999     1969      1423
2000     2450      1294
2001     2295      1140
2002     2018       888
2003     2156      1143




                                Dear Shareholder

         MMC had a mixed year in 2003. The company produced strong results, with
our risk and insurance services having another excellent year and our consulting
business performing well in a difficult environment for the industry. But we
also confronted a major problem in our investment management subsidiary--the
discovery of inappropriate market timing in certain Putnam mutual funds by a
number of investment professionals who have now left the firm. Market timing was
also found in a small number of shareholders' 401(k) accounts. We acted
decisively, installing new leadership, instituting new policies and procedures
to strengthen compliance, and pledging restitution to the shareholders of Putnam
funds.

         Each of our principal subsidiaries--Marsh Inc., Mercer Inc., and Putnam
Investments--has experienced good and bad operating conditions in the past
decade, but overall the company has delivered consistently strong results. Over
the last three years, MMC's compound annual growth for earnings per share was 11
percent. During that same period, EPS for the S&P 500 declined 1 percent
annually. In 2003 MMC's consolidated revenues rose 11 percent to $11.6 billion.
Net income grew 13 percent to $1.5 billion, and earnings per share increased 15
percent to $2.81.

         MMC's cash flow is a great strength and provides financial flexibility
for the company. In 2003 we repurchased 26.1 million shares of common stock for
approximately $1.2 billion, made discretionary contributions to our pension plan
totaling $300 million, and paid out $631 million in dividends. Standard & Poor's
calls the 50 or so public companies with 25 consecutive years of increasing cash
payments to shareholders "dividend aristocrats." MMC's dividend has increased
for 41 consecutive years, a record matched by only 12 other companies traded
publicly in the United States.

         MMC has a long record of successfully managing its professional
services businesses. Our management model has been the most important factor in
creating long-term shareholder value at MMC. It encourages each operating
subsidiary to be managed for success in its own market, and it calls for the
parent company to set standards, lead strategic planning, select leadership,
allocate resources, foster collaboration, and provide continuous oversight. And
when needed, we help stabilize a business.

         Each of MMC's operating subsidiaries is a valuable professional
services organization. Yet thinking about the company as the sum of its legal
entities provides only a partial understanding of the firm. We also think about
MMC in terms of the markets we serve. Although MMC is well known to clients and
investors for risk-related advice and services, we have been building
capabilities--particularly in Mercer and Putnam, but also in Marsh--to serve
people's retirement and other benefits needs. For five of the last ten years,
benefits services, including savings and retirement, have contributed the
largest share of our revenues.


                                        2



         MMC's professionals must strive to provide clients with the best
thinking, which may come from any of our businesses and from anywhere around the
world. We have been systematically fostering collaboration and the use of all
the strengths of our operating subsidiaries to serve clients more
comprehensively. For example, in recent years the understanding and management
of business risks have become central to corporate strategy and governance.
Acceptance of some risks to an organization is necessary to creating shareholder
value, while others need to be reduced or avoided. The acquisition in 2003 of
Oliver, Wyman & Company, the leader in strategy consulting and risk management
for the financial services sector, adds to MMC's capabilities for serving
clients across a broad spectrum of risks in many industries.

         Marsh had another great year in 2003, extending to seven years its
record of double-digit earnings growth, the longest in MMC's history as a public
company. Revenues rose 16 percent to $6.9 billion, and operating income
increased 18 percent to $1.8 billion.

         Marsh chairman John T. Sinnott retired in July, and I am grateful that
he will continue to serve the company in an advisory capacity. Ray J. Groves and
Roger E. Egan were appointed chairman and president, respectively, to lead
Marsh's 38,000 colleagues worldwide.

         Marsh serves clients--and creates value for MMC shareholders--through
its global presence, specialized expertise, and market knowledge and access.
Around the world, clients have a growing appreciation of the value of the
insurance broker, as exemplified by Marsh. Its services do not simply lower the
cost of premiums and effect the transfer of risk in a time of turmoil in
insurance markets. They help manage and reduce risk, thereby lowering its total
cost.

         Our reinsurance subsidiary, Guy Carpenter, increased its revenues 23
percent in 2003. The company's clients, insurance companies, are the most
sophisticated buyers of risk advice and services. Guy Carpenter's value to
clients reflects both the quality of its services and the challenges in today's
risk environment.

         MMC Capital, our private equity business, had another good year. In
December 2003 MMC Capital sponsored its third Trident investment fund to
continue making investments in sectors where MMC possesses specialized
knowledge. In addition, AXIS Capital Holdings Limited, a global insurance
company that MMC Capital helped establish to increase underwriting capacity
after September 11, completed a successful initial public offering in July 2003.
AXIS is the 12th insurance company sponsored by MMC since 1986.

         Mercer's revenues increased 15 percent to $2.7 billion in 2003, and
underlying revenues, which exclude the effect of foreign exchange, acquisitions,
and dispositions, grew 3 percent. Operating income rose 11 percent to $363
million. Revenues from retirement and other employee benefits grew modestly.
Mercer's other consulting practices showed stronger growth. Economic consulting
increased 12 percent, and management and organizational change consulting grew 3
percent. In the United States, improving economic conditions and a revival in
business expenditures created a more favorable operating environment for Mercer
late in the year.

         In countries around the world, aging populations will have a profound
impact on governments, businesses, and individuals. Over the long term, "pay as
you go"public pension plans and health care systems will continue to face ever
greater strains. A growing emphasis on private retirement plans and individual
responsibility for all benefits will increase the need for retirement and
benefits consulting and advice, benefits plan administration, and asset
management. The recently completed acquisition of Synhrgy HR Technologies brings
Mercer a new platform for employee benefits outsourcing in the United States.


                                        3


         Putnam's revenues declined 8 percent to $2 billion, and operating
income fell 11 percent to $497 million. Putnam's total assets under management
on December 31, 2003 were $240 billion, compared with $251 billion at the end of
2002.

         In response to the crisis at Putnam, MMC promptly took a number of
forceful steps, including the appointment of new leadership. Charles E.
Haldeman, co-head of Investments, was named president and chief executive
officer; Steven Spiegel, chief of Global Distribution, was appointed Putnam's
vice chairman; and A.J.C. Smith, former chairman and chief executive officer at
MMC, was named chairman at Putnam. Lawrence J. Lasser, Putnam's president and
chief executive officer since 1986 and a director of MMC since 1987, left the
company.

         As discussed in the Putnam section of this report, there have been
exhaustive reviews of employee trading. The review of trading activity of more
than 12,000 former and current employees at Putnam led to the termination of 15
employees. Putnam has taken action to adopt new compliance structures and
procedures, to make restitution to shareholders, and to reduce costs and improve
disclosure to investors. MMC and Putnam are committed to making the firm a
successful model of reform for the investment management industry.

         Despite the upheaval in the industry and at Putnam, people still need
to save for their retirement and other important goals in life. The combination
of professional portfolio management, asset diversification, and liquidity
continues to provide compelling benefits for millions of mutual fund investors.
Putnam's new initiatives and its time-tested business model--a broad array of
investment products, distribution through intermediaries to individual investors
and directly to institutional investors, and industry-leading client
service--form the basis for a strong business going forward.


         Ultimately, the value of MMC is based on the talent, expertise, and
skill of our professional staff. This has been our heritage for 132 years, and
this is what benefits our clients and our shareholders. I am grateful for the
efforts of our 60,000 employees around the world and for the counsel and advice
of our directors.

         The loss of friends and colleagues on September 11, 2001 affected our
company profoundly. On July 16, 2003, we dedicated a permanent memorial to their
memory in the plaza  adjacent  to our New York  headquarters.  The park has been
transformed  by the  stone,  glass,  and  bronze  memorial  created  by  Richard
Fleischner in memory of our lost colleagues. I invite you to visit it.

         In a world where geopolitical and economic uncertainty are key features
of the business environment, MMC and its shareholders have many reasons for
facing the future with confidence. We serve large, global markets, where demand
for our services is increasing. We have the financial resources to take
advantage of opportunities for growth. And we have the management strength and
professional culture to achieve our goals.



Jeffrey W. Greenberg                                              March 5, 2004
CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                                        4


                           RISK AND INSURANCE SERVICES


                               [GRAPHIC OMITTED]

Page 5 Illustration: Theorbo-lute by Tieffenbrucker, 1610.
Score: Song of the Pilgrims of Compostella, 12th century.

A conversation with Ray J. Groves, chairman and chief executive officer, and
Roger E. Egan, president, of Marsh Inc.

TELL US ABOUT MR. EGAN'S APPOINTMENT AS PRESIDENT.

              During 2003 we began working in a close partnership to share
              responsibilities for the quality of Marsh's work for clients and
              for driving future growth. Roger's experience of more than 30
              years with Marsh and record of accomplishment are an excellent
              foundation for his expanded role. Most recently, Roger was vice
              chairman of Marsh. He had also been president and chief executive
              of Marsh's North American operations.


WHAT WERE THE HIGHLIGHTS OF MARSH'S RESULTS?

              Our financial performance in 2003 was excellent. Revenues rose 16
              percent to $6.9 billion, a 13 percent increase on an underlying
              basis. Operating income increased 18 percent to $1.8 billion. The
              growth was broadly based across client segments, geographic
              regions, and risk specialties. We continued to extend our
              geographic reach, expertise, and service offerings.


HOW HAVE RISKS BEEN EVOLVING?

              Changes in world economies, the increased pace of globalization,
              the emergence of new liabilities and the intensification of old
              ones, new technologies, product innovation, changing social and
              legal standards--all of these


                                        5




                               [GRAPHIC OMITTED]

Page 6 Illustration: Detail of a millefleurs tapestry.




              developments are transforming risks and creating complex,
              interrelated exposures for our commercial clients. Risk awareness
              is high, particularly in a business climate affected by recent
              governance issues, regulatory scrutiny, professional liabilities,
              natural disasters, and the specter of terrorism. Clients are
              asking critical questions about their exposures.

                      One consequence of a business environment concerned about
              complex exposures is the tendency of business leaders to become
              tentative about taking calculated risks on research and
              development, new products, or expanded production capabilities.
              The progress in risk management expertise over the last decade and
              new quantitative techniques for assessing risk have led to
              innovative risk products and solutions. This gives our clients
              confidence to assume risks that will make their businesses
              successful.


WHAT ARE THE KEY ADVANTAGES TO CLIENTS IN CHOOSING MARSH AS THEIR RISK
SPECIALIST?

              With the change in the nature and perception of risk, Marsh's
              thinking about risk has broadened, and our organization and
              capabilities reflect this. Clients benefit from access to our
              staff of risk consultants, whose skills are even more critical now
              as businesses are retaining more risk, which must be managed, and
              as underwriters give intense scrutiny to loss histories and risk
              mitigation. This puts increased emphasis on the financial modeling
              of risk and other risk consulting services in which both Marsh and
              Guy Carpenter, our reinsurance organization, excel. We are also
              working with our colleagues at Mercer Oliver Wyman who use their
              risk-adjusted return methodology to help clients decide whether to
              retain or transfer risk.

                      Marsh's experience in the global insurance and reinsurance
              markets gives us the ability to arrange and place the complex
              insurance coverages clients need. We reach across markets to tap
              into risk capital wherever it exists, seeking the best terms,
              conditions, and prices. Our brokers' knowledge of the interests of
              insurers for different types of risk and their relationships with
              senior underwriters are an advantage for clients as well as
              underwriters.

                      Marsh's global specialty practices are organized by the
              size of the client organization, by industry, and by risk
              category. Our offices--over 400 worldwide, staffed by more than
              38,000 colleagues--connect to our specialized expertise, wherever
              it is located, to bring that knowledge and skill to clients,
              regardless of their size or location.


PLEASE UPDATE US ON INSURANCE MARKETPLACE CONDITIONS.

              Over the last three years, clients have faced price increases in
              virtually all lines of commercial property and casualty insurance.
              Premium rate increases moderated throughout 2003. The property
              market stabilized, while rate increases continued in the casualty
              market, particularly in insurance lines that are more difficult to
              underwrite, including directors and officers and workers
              compensation. The moderation in premium rates continued through
              the first part of 2004.

WHAT WILL DRIVE MARSH'S GROWTH?

              Marsh's ability to identify, analyze, mitigate, and transfer risk
              will be a critical factor in driving revenue growth, particularly
              as businesses develop globally and risks grow more complex.
              Evidence of expanding risks is visible in the demand for worldwide
              property and casualty insurance, which produced over $1 trillion
              in premiums in 2003. The insurance broker offers the most
              efficient distribution system through which clients purchase
              commercial insurance. Brokers provide increased access to the
              global insurance marketplace, more and better insurance products
              at competitive prices, and greater knowledge and professional risk
              management expertise.

                      As insurance markets open globally and the value of the
              insurance broker's role becomes better understood and utilized
              throughout the world, Marsh's business will expand. In many
              countries, regulatory restrictions previously in place have been
              relaxed or are easing, which allows Marsh to establish operations
              in new markets.


                                        7


                                  2003 REVENUE
                                  $6.9 BILLION

                              [PIE CHART OMITTED]

Risk Management & Insurance Broking 76%
   United States     40%
   Europe            25%
   Asia Pacific       5%
   Latin America      3%
   Canada             3%
Related Insurance Services          13%
Reinsurance Broking & Services      11%


                   We see increasing opportunities to serve the needs of midsize
              companies and small enterprises. No one insurance services firm
              has a large share of either market. These businesses have
              different requirements and buying styles. Marsh is now organized
              to deliver the specific services these clients need in the way
              they want them delivered.

PLEASE ELABORATE ON OPPORTUNITIES IN SOME OF THE MAJOR GEOGRAPHIC REGIONS
OUTSIDE NORTH AMERICA.

              Across Europe, privatization of formerly state-owned enterprises,
              the migration of U.S. liability concepts, environmental concerns,
              and the increased emphasis on governance issues create greater
              need for risk management. At the same time, the cross-border
              regulatory landscape is changing with the introduction of new
              directives, standards, and codes. Firms of all sizes and types are
              facing proposed employment legislation and social charters. The
              need for mitigating the resulting risks creates opportunities for
              Marsh.

                      Asian insurance markets are opening to foreign insurers
              and brokers, although some barriers restricting the ability to
              operate remain. Still, opportunity abounds as multinational
              companies establish operations throughout the region and local
              businesses expand. Marsh is established in all the major countries
              of Asia, either through wholly owned companies or equity interests
              in affiliates where required by local law. Particularly promising
              markets are Japan, China, and India.

                      Marsh is the market leader across Latin America, with its
              largest operations in Mexico, Brazil, and Colombia. Economic
              growth and foreign investment should continue to be a driving
              force of the economies in the region and of Marsh's and Guy
              Carpenter's businesses.

WHAT ARE SOME OF THE RECENT INNOVATIONS AT MARSH?

              Some of our most innovative work during the difficult insurance
              market of recent years has been in helping clients manage
              day-to-day risk programs and issues more effectively. For example,
              recent corporate governance issues have contributed to the rising
              cost of directors and officers insurance coverage. Marsh's
              specialists are working with Mercer Delta's consultants to provide
              clients with expertise to strengthen their governance practices
              and help them reduce the cost of insurance. We also work with
              clients to improve their benchmarking of risks, enabling them to
              adopt higher retentions and take other actions to contain costs
              while maintaining sufficient insurance protection.


                                       8


                      The insurance industry is withdrawing capacity from the
              underwriting of excess protection for U.S. institutional and
              individual securities brokerage accounts. Since such protection is
              vital to investor confidence, Marsh worked with 14 leading U.S.
              brokerage firms to form a captive insurance company that makes
              available brokerage account protection above the level provided by
              the Securities Investor Protection Corporation (SIPC).

                      In California, firms that self-insure their workers
              compensation programs faced limited availability and higher prices
              in surety bonds and other forms of acceptable collateral
              traditionally used in self-insurance programs. In response, Marsh
              worked with clients and the state to develop an innovative
              financial approach that solved the problem with a significant
              reduction in cost to employers.


PLEASE COMMENT ON MMC'S ROLE IN CREATING NEW RISK CAPITAL TO MEET THE NEEDS OF
CLIENTS.

              Thinking creatively about how to supply market capacity to
              alleviate severe shortages has a long and successful history at
              MMC. Best-known examples include the formation of ACE, XL, Mid
              Ocean, and, most recently, AXIS. MMC Capital, our private equity
              business, worked closely with Marsh and Guy Carpenter to form AXIS
              in late 2001, immediately following the events of September 11.
              AXIS successfully completed its initial public offering in 2003
              and had a market value of approximately $4.5 billion at the end of
              the year.

                      MMC Capital continues to target investments in the
              insurance and related industries, forming its third Trident
              investment fund in December 2003. For ten years, these funds have
              benefited from MMC's track record in insurance investing and its
              knowledge of and contacts in the insurance industry, which help
              create proprietary deal flow.

                      Marsh has assisted the North American trucking industry in
              forming and capitalizing a number of insurance companies because
              transportation firms faced severe capacity shortages. Marsh also
              helped create a similar facility for the construction industry.

                               [GRAPHIC OMITTED]

Page 9 Illustration: Painting: "Three Musicians" by Master of the Half Figures
(fl.c. 1500-33)
Hermitage, St. Petersburg, Russia/Giradon/Bridgeman Art Library

WHAT IS MARSH DOING TO DEVELOP ITS GREATEST ASSETS --
ITS PEOPLE AND INTELLECTUAL CAPITAL?

              Marsh is investing in its people for the long term, not just for
              today. We continually provide colleagues with the knowledge,
              tools, and technology to respond to the changing needs of clients.
              We believe that a disciplined approach to setting goals, and
              coaching and developing people is key to increasing the firm's
              talent. We are providing special training for new graduates as
              well as management and leadership development. Our focus on
              building a diverse, global workforce should increase productivity
              and our competitive advantage.


WHAT ARE THE PROSPECTS FOR MARSH?

              As risks continue to change in nature and grow larger and more
              complex, we continue to broaden the ways we approach risk and
              provide solutions for our clients. Marsh's services have never
              been in greater demand or of greater value. Our professionals are
              prepared to handle the expanded needs of clients because of
              Marsh's geographic breadth, specialized capabilities,
              collaborative culture, and the outstanding abilities of
              colleagues. We are confident about the future and Marsh's leading
              position in risk and insurance services.


                                        9



                              INVESTMENT MANAGEMENT

                               [GRAPHIC OMITTED]

Page 10 Illustration: Claviharp by J. Ch. Ditty, Paris, 1821.
Score: Beethoven

   A Conversation with Charles E. Haldeman, Steven Spiegel, and A.J.C. Smith,
       president and chief executive officer, vice chairman, and chairman,
                      respectively, of Putnam Investments

PLEASE DISCUSS PUTNAM'S BUSINESS PERFORMANCE IN 2003.

              For the year, Putnam's revenues declined 8 percent to $2 billion,
              and operating income declined 11 percent to $497 million. We
              entered 2003 with $251 billion in assets under management and
              ended the year at $240 billion. Average assets under management in
              2003 were $258 billion, compared with $279 billion the prior year.
              Net redemptions of $61 billion related largely to the discovery of
              market timing that we faced late in 2003. However, the rate of
              redemptions slowed significantly during the first quarter of 2004.

                      Our financial results were affected by the extended bear
              market for equities that continued until the spring of 2003, after
              which equity market conditions improved significantly.


GIVE US AN OVERVIEW OF THE MARKET TIMING ISSUES PUTNAM FACED AT THE END OF THE
YEAR.

              We discovered inappropriate market timing by a few investment
              professionals who have now left the firm. This activity had
              largely occurred several years earlier in certain Putnam funds.
              Market timing was also


                                       10


              found in a small number of shareholders' 401(k) accounts. With
              MMC's support, we acted decisively to correct the situation. New
              leadership was put in place, we reached a partial agreement with
              the Securities and Exchange Commission in which we agreed to pay
              civil penalties, and we pledged full restitution to the funds for
              losses resulting from market timing. We reviewed the trading
              records of more than 12,000 former and current employees going
              back to 1998 and terminated employees identified as engaging in
              improper trading. We have taken many steps to implement new
              policies and compliance procedures and rebuild the trust of
              investors, employees, and the marketplace.


WHAT REFORMS HAS PUTNAM MADE TO PROTECT AND BETTER SERVE THE INTERESTS OF
SHAREHOLDERS?

              We believe we have established the most rigorous governance,
              oversight, trading, and compliance standards and controls in the
              mutual fund industry. We have also initiated changes that will
              reduce our shareholders' costs and make our mutual fund disclosure
              more transparent. We will mention just a few of the many changes
              we have implemented:

                      We believe short-term trading is not in the best interests
              of all Putnam investors. As a result, we broadened redemption fees
              in order to discourage harmful short-term trading by any investors
              in Putnam funds.

                      We increased the investment holding periods for our
              employees to eliminate the possibility of short-term trading.
              Specifically, all Putnam employees are required to hold
              investments in most Putnam funds for a minimum of 90 days. Our
              investment professionals must hold their investments in Putnam
              funds they oversee for at least one year.

                      The high standards of oversight and independence already
              in place for the Board of Trustees of the Putnam Funds have been
              strengthened by new measures, including the election of trustees
              by shareholder vote once every five years and the appointment of a
              full-time senior-level compliance executive.

                               [GRAPHIC OMITTED]

Page 11 Illustration: La Boheme Poster (c) Archivio Storico Ricordi. All rights
reserved. Reproduced by permission.

                      We made changes to lower shareholder costs. The reductions
              we made to Putnam's fund expenses, which were already low by
              industry standards, have put 100 percent of Putnam's funds below
              industry-average expense ratios for their Lipper peer groups. Our
              funds will hold to this standard going forward. Reduced front-end
              sales charges--accomplished by limiting the portion of sales
              charges retained by Putnam to a maximum of 0.25 percent--are
              providing additional savings to investors. For the six Putnam
              international and global funds that had short-term trading issues,
              we capped expense ratios at September 30, 2003 levels. This
              prevents shareholders in these funds from paying higher expenses
              as a result of reduced asset levels after that date.

                      In addition, we have increased our fund information
              disclosure. We are providing investors with greater information
              about fund fees, fund risk, portfolio manager compensation,
              employee ownership of Putnam funds, and sales charge discounts.

                      We believe these reforms, and many other steps we have
              taken, demonstrate the seriousness with which we are approaching
              change and the standards to which we hold ourselves as a firm. We
              are committed to winning back the trust of investors,
              acknowledging that it will take time, through good performance and
              service, to do so.


                                       11


                                 YEAR-END 2003
                            ASSETS UNDER MANAGEMENT
                                  $240 BILLION

                              [PIE CHART OMITTED]

                         Mutual Fund Value Equity   18%
                         Mutual Fund Blend Equity   13%
                         Mutual Fund Growth Equity  19%
                         Mutual Fund Fixed Income   18%
                         Institutional Equity       21%
                         Institutional Fixed Income 11%

TELL US ABOUT MORALE AT PUTNAM.

              We have been as committed to rebuilding the confidence of our
              employees as we have to restoring the trust of investors and the
              marketplace. Our employees are the most critical element in
              providing excellent investment performance and service to
              investors, and we have sought to reassure them in many ways. Their
              attitude overall has been positive and their feedback has been
              encouraging. They are determined to be part of righting Putnam,
              and we appreciate their efforts greatly.

                      Over the longer term, we want to establish an environment
              at Putnam that finds employees enjoying their professional
              responsibilities, developing their skills and talents, rewarded
              for their work. With the right framework in place--one that
              eliminates bureaucracy and is free of impediments to good
              professional work being done every single day--we believe we will
              achieve our goal of superior investment performance and service to
              investors.


PLEASE COMMENT ON PUTNAM'S INVESTMENT PERFORMANCE AND STEPS YOU ARE TAKING TO
IMPROVE ITS RECORD.

              We made certain cultural changes in our investment division to
              clarify our common investment principles and empower our
              investment teams to act in an entrepreneurial fashion, consistent
              with both our investment principles and the teams' distinct
              investment philosophies. The mandate is to produce above average
              investment performance year after year. Our investment
              professionals' compensation and rewards are tied directly to this
              goal.

                      We have aligned research more closely with portfolio
              management, working to incorporate the best research ideas into
              Putnam's portfolios.

                      The equity markets in 2003 were unusual in that they
              rewarded speculative, riskier investments over investments in
              larger companies with better earnings, stronger cash flow, and a
              record of paying dividends. The larger, more stable companies were
              the core of our equity portfolios, and we increased our positions
              as the year progressed. This caused Putnam's near-term performance
              not to be as strong as we would have liked, but we


                                       12


                               [GRAPHIC 0MITTED]

Page 13 Illustration: Painting: "Lady Seated at the Virginals" by Jan Vermeer,
1632-1675.



              are sure that our portfolio strategy will reward investors in the
              future. Fixed income and value product lines enjoyed strong
              competitive performance results in 2003. Furthermore, Putnam's
              longer-term performance has been good. For the three-year period
              ending 2003, nearly 60 percent of Putnam assets performed above
              the Lipper industry median, giving us a strong foundation to build
              upon.


WHAT DO YOU WANT TO EMPHASIZE ABOUT PUTNAM'S INVESTMENT PHILOSOPHY?

              Putnam continues to have strong investment leadership in place
              with a common goal of providing our clients with consistent,
              dependable, and superior investment performance over time. We
              remain a firm of extraordinary breadth and depth with over 300
              investment professionals and capabilities across all major asset
              classes. We have experts in macroeconomic, fundamental, and
              quantitative analysis because we believe this provides us with a
              unique perspective in uncovering and capitalizing on opportunities
              for our investors.

                      Many of our long-held principles of investment management
              endure. We continue to manage assets in teams, believing that
              teams provide multiple perspectives on investment opportunities
              and, therefore, greater opportunities to better manage risk and
              pursue positive returns for our investors.


TELL US ABOUT DEVELOPMENTS IN DISTRIBUTION OF PUTNAM PRODUCTS.

              We are focusing on client relationships and service in our retail,
              institutional, and international businesses as we work to rebuild
              Putnam's brand and restore investor confidence.

                      For retail mutual funds, we have increased marketing
              support centered on client relationships and the development of
              distribution channels. A strong and active communications program,
              including a new advertising campaign, as well as other investor
              initiatives will reinforce our message and efforts. In the
              institutional area, our priority is retaining clients,
              establishing a new institutional product platform, and increasing
              sales momentum in both the defined benefit and defined
              contribution plan areas. For our international business, both
              retail and institutional, we plan to expand our presence in
              marketplaces where we already have strong businesses, including
              Japan and Europe; diversify our institutional product lines as we
              work to regain the trust of consultants; and expand our
              distribution relationships.

                      We continue our record for customer service excellence,
              again earning top honors from Dalbar for service to intermediaries
              and annuity contract holders and honorable mention for service to
              our mutual fund shareholders in 2003. We were also pleased to
              receive a new award for sales support excellence to our
              intermediaries.


WHAT IS THE LONG-TERM OUTLOOK FOR PUTNAM?

              We have begun a new chapter in Putnam's history. There are many
              positive factors supporting the long-term outlook for Putnam. We
              operate in a growing, global business. We have capable management
              and strong relationships in our distribution channels, a growing
              international business, talented and dedicated professionals, as
              well as the support of the trustees of the Putnam funds and MMC.

                      More than 11 million investors and 500 institutional
              clients invest through Putnam. Our products are used to save for
              retirement, education, and to transfer wealth to the next
              generation. We take this responsibility with the utmost
              seriousness and know that every action we take must serve the best
              interests of our investors. We will do whatever is necessary to
              make sure Putnam's integrity is never again compromised. We are
              committed to restoring our position in the marketplace.


                                       14



                               [GRAPHIC OMITTED]

Page 15 Illustration: Alto saxophone; Score: Duke Ellington.

                                   CONSULTING

           A conversation with Peter Coster, president of Mercer Inc.


WHAT WERE THE HIGHLIGHTS OF 2003?

              We continued to grow our revenues and sustain good profit margins
              in a year that was difficult for much of the consulting industry.

                      We completed several important acquisitions, including
              Oliver, Wyman & Company, which became Mercer Oliver Wyman. We also
              used acquisitions to strengthen our actuarial and employee
              benefits consulting resources in Europe, and in January 2004 we
              acquired Synhrgy HR Technologies, a provider of human
              resource-related outsourcing services in the United States.

                      Most important, we continued to build our reputation for
              thought leadership, and we delivered high-quality advice and
              service to clients on a broad range of issues.


TELL US MORE ABOUT THE MARKET CONDITIONS FOR CONSULTING IN 2003 AND HOW MERCER
RESPONDED.

              While demand was strong in a number of our service areas, the
              global economic climate caused many clients to defer some
              consulting spending. We responded by tailoring our offerings to
              clients' evolving needs and paying close attention to our cost
              base.


                                       15


                               [GRAPHIC OMITTED]

Page 16 Illustration: Painting: "Uptown Sunday Night Session" by Romare
Bearden, 1981.



                      In managing the business, we aim to respond quickly to
              changing demand and to strike the right balance between managing
              expenses and continuing to invest to strengthen our franchise.
              Even as we cut discretionary spending and selectively trimmed
              capacity, we continued to invest in intellectual capital,
              acquisitions, geographic expansion, and new capabilities to
              support growth.


PLEASE ELABORATE ON THE DEMAND FOR MERCER'S SERVICES.

              Clients of Mercer Human Resource Consulting sought advice on
              rewards strategy, health care costs, and retirement plan
              financing, among other issues. Corporate boards have been
              pressured to set executive pay responsibly in light of widely
              reported excesses in a few companies. This has increased demand
              for our services in this area. With health care cost increases
              averaging 10 percent over the past five to six years, U.S.
              employers must evaluate the benefits they offer and consider ways
              to enlist employees and service providers in containing costs. In
              the pension area, recent volatility in equities prices and record
              low interest rates have employers thinking about how retirement
              benefits should be structured and funded, and this creates
              opportunities for retirement and investment consulting.
              Increasingly, multinationals are taking a globally coordinated
              view of their retirement and other employee benefits. As the
              world's leading global human resource consulting firm, Mercer is
              positioned to help them manage their plans in a way that supports
              their business objectives.

                      NERA Economic Consulting is benefiting from robust demand
              across a number of service areas. Litigation and regulation in
              areas such as securities law and competition policy drive most of
              NERA's revenue growth, but business advice to corporations is
              increasingly important. Assistance to companies on complex
              transfer pricing issues is one successful new offering. NERA
              recently added offices in Japan and Western Europe to its existing
              locations in Australia, Spain, the United Kingdom, and the United
              States.

                      Mercer Management Consulting benefited from recovering
              demand for strategy and operations advice in North America.
              Financial services, aviation, and retail have been particular
              areas of demand.

                      Mercer Delta Organizational Consulting, which consults on
              the leadership of large-scale change, grew strongly in Europe and
              Canada. The Mercer Delta brand is getting to be known
              internationally. Companies increasingly understand and value the
              advantages of Mercer Delta's one-on-one and small team approaches
              for advising CEOs.


TELL US ABOUT MERCER'S RECENT ACQUISITIONS.

              Acquisitions have always played an important role in Mercer's
              growth strategy. We acquire companies to fill
               service area and geographic gaps, expand our practices, and
              strengthen our market position. We look for acquisition candidates
              that can link existing Mercer and MMC services in new and
              important ways. We aim to acquire outstanding businesses with
              outstanding people who share our vision and values.

                      Oliver, Wyman & Company is a case in point. We saw its
              analytical approach to risk management and strategy formulation in
              the financial services industry as a natural extension of the
              strategy and operations consulting provided by Mercer Management
              Consulting to financial companies. In forming Mercer Oliver Wyman,
              we combined these two businesses with another Mercer business unit
              that provides actuarial advice on insurance risks, thereby
              creating a firm qualified to advise the financial services
              industry on business strategy and risk management. There is a
              growing demand for more comprehensive and sophisticated risk
              management, stimulated in part by the Basel II regulatory change
              in banking and the similar Solvency II initiative in insurance. We
              see excellent opportunities for collaboration between Mercer
              Oliver Wyman and other business units of Mercer, and in
              partnership with Marsh on risk management.


                                       17


                                  2003 REVENUE
                             BY CONSULTING PRACTICE
                                  $2.7 BILLION

                               [PIE CHART OMITTED]

                    Management & Organizational Change 17%
                    Health Care & Group Benefits       15%
                    Economic                            6%
                    Human Capital                      15%
                    Retirement Services                47%

                      Mercer made several European acquisitions to strengthen
              its retirement and group benefits businesses. Decisions by public
              accounting firms to divest businesses that created conflicts of
              interest for their audit services provided opportunities for us to
              acquire actuarial consulting units in Germany and
              Switzerland--important markets where seasoned actuarial consulting
              talent tends to be especially difficult to find. We also acquired
              Benefit Network, a leading provider of benefits-related brokerage,
              consulting, and administration in the Nordic region. Taken
              together, these acquisitions doubled our benefits consulting
              resources in central Europe, Norway, and Sweden.

                      The Synhrgy acquisition strengthened our human
              resource-related outsourcing business. We are committed to helping
              clients across a broad spectrum of their critical people-related
              business needs, from strategy-setting to implementation. As part
              of this commitment, benefits administration outsourcing has long
              been important to Mercer, mainly in the form of retirement plan
              administration. The Synhrgy acquisition allows us to expand our
              outsourcing offerings to other areas including health care,
              compensation/performance management, and human resource strategy.
              We see this as an important area of opportunity and growth.


WHAT OTHER INVESTMENTS IS MERCER MAKING IN SOURCES OF FUTURE GROWTH?

              Together, great people and leading-edge thinking are the lifeblood
              of consulting, and every year Mercer invests considerable
              resources to develop fresh insights on our clients' vital business
              issues. Sometimes this investment results in a book, as was the
              case twice in 2003.

                      One of these books, PLAY TO YOUR STRENGTHS, presents the
              ground-breaking human capital management techniques of the HR
              Strategy and Metrics practice of Mercer Human Resource Consulting.
              The entirely new, yet proven, approaches discussed in this book
              allow an enterprise to measure and manage the impact of its
              workforce practices on its business results and then to deploy the
              right mix of workforce practices to support its mission and
              strategy. Since the best mix of workforce practices for any given
              enterprise tends to be unlike any other company's, this type of
              analysis gives businesses an important tool for creating
              competitive advantage through their people.


                                       18


                      Also in 2003, Mercer Management Consulting published HOW
              TO GROW WHEN MARKETS DON'T, its latest book in a series that began
              with GROW TO BE GREAT and THE PROFIT ZONE. The current book
              identifies strategies for building new sources of customer value
              by surrounding existing products with services derived from the
              "hidden assets" a company already possesses. These ideas are just
              some of the ways Mercer Management Consulting is helping its
              clients uncover sources of sustained value growth.

                      Mercer is leading a consortium of large U.S. employers to
              implement a program of health care purchasing for participating
              employers that we believe will yield significant reductions in
              cost inflation as well as improvements in quality of care and
              patient safety. Supported by consistent health care performance
              measures, this approach holds great promise for employers and
              health care consumers frustrated by spiraling costs and uncertain
              quality.

                      In the wake of increasing interest in how employee stock
              options and other compensation arrangements are accounted for,
              NERA has developed a new approach for valuing employee stock
              options that avoids several problems associated with generally
              accepted methods, including Black-Scholes. As a member of the
              Financial Accounting Standards Board's (FASB) Options Valuation
              Group, NERA is playing a critical role in determining how
              equity-based compensation will be valued by companies in the
              future. We expect consulting opportunities to arise from this work
              once the FASB releases its guidance on acceptable approaches.

                               [GRAPHIC OMITTED]

Page 19 Illustration: Painting: "L'homme a la Guitare" by Pablo Picasso, 1918.
Hamburg Kunsthalle, Hamburg, Germany/Bridgeman Art Library
(c)2004 Estate of Pablo Picasso/Artists Rights Society (ARS), New York

                      We also invested in new consulting approaches that
              combine the experience and intellectual capital of two or more
              Mercer business units. One example is a sales force effectiveness
              offering that we are calling "Selling for Profit." Selling for
              Profit combines, at the client's option, the business design,
              customer science, and sales strategy capabilities of Mercer
              Management Consulting with the sales force performance measurement
              and rewards capabilities of Mercer Human Resource Consulting.
              Selling for Profit helps clients address the full range of issues
              connected with sales, from diagnosing the problems to winning the
              sales force over to the new strategy. Clients who have used this
              approach are seeing impressive results.


WHAT IS THE OUTLOOK FOR MERCER?

              The practice areas that did well in 2003 continue to see good
              opportunities, and economic indicators suggest a broad recovery
              has begun. Many clients, however, are taking a wait-and-see
              position and continue to hold the line on consulting spending. We
              will be managing our capacity and discretionary spending
              conservatively until we are confident that demand is on an upward
              trajectory.

                      Looking beyond the immediate future, Mercer is well
              positioned in an industry that has excellent growth prospects
              based on long-term economic, business, and demographic trends.

                                       19



                               [GRAPHIC OMITTED]

Page 20 Illustration: Score: Beethoven.

                                  MMC WORLDWIDE


RISK AND INSURANCE SERVICES: MARSH INC. is the world leader in delivering risk
              and insurance services and solutions to clients. Global risk
              management, risk consulting, insurance broking, financial
              solutions, and insurance program management services are provided
              for businesses, public entities, associations, professional
              services organizations, and private clients under the MARSH name.
              Reinsurance broking, financial modeling services, and related
              advisory functions are conducted worldwide for insurance and
              reinsurance companies, principally under the GUY CARPENTER name.
              Underwriting management and wholesale broking services are
              performed for a wide range of clients.

              MMC CAPITAL is a global private equity firm with over $2 billion
              of committed capital under management. MMC Capital invests in
              industries where MMC possesses specialized knowledge and
              proprietary deal flow.


INVESTMENT MANAGEMENT: PUTNAM INVESTMENTS, one of the oldest and largest money
              management organizations in the United States, offers a full range
              of both equity and fixed income products, invested domestically
              and globally, for individual and institutional investors. Putnam,
              which manages over 100 mutual funds, has about 500 institutional
              clients and more than 11 million individual shareholder accounts.
              It had $240 billion in assets under management at year-end 2003.


CONSULTING: MERCER INC., one of the world's largest consulting firms, provides
              services on issues that face the managements of enterprises in
              major global markets. The company operates as a family of
              specialist firms, each a leader in its field.

              MERCER HUMAN RESOURCE CONSULTING helps employers understand,
              develop, implement, and measure the effectiveness of their
              retirement, benefits, rewards, and other human resource programs
              with the goal of creating measurable business results through
              their people. MERCER INVESTMENT CONSULTING provides advice and
              solutions to institutional investors. MERCER MANAGEMENT CONSULTING
              helps leading enterprises develop, build, and operate strong
              businesses that deliver sustained shareholder value growth. MERCER
              OLIVER WYMAN is a leader in financial services strategy and risk
              management consulting. MERCER DELTA ORGANIZATIONAL CONSULTING
              works with CEOs, executive teams, and boards of directors on
              issues of leadership, organization, and change. NERA ECONOMIC
              CONSULTING advises corporations, law firms, courts and other
              government entities on the economics of competition, regulation,
              and finance. LIPPINCOTT MERCER helps clients create, develop, and
              manage their corporate identity and brands.

              The Mercer companies provide services on an individual basis to
              clients and, where it adds value, in combination with each other
              and with other MMC organizations.


                Marsh & McLennan Companies, Inc. and Subsidiaries
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   GENERAL
   Marsh & McLennan Companies, Inc. and Subsidiaries ("MMC") is a professional
   services firm. MMC subsidiaries include Marsh Inc. ("Marsh"), the world's
   leading risk and insurance services firm; Putnam Investments ("Putnam"), one
   of the largest investment management companies in the United States; and
   Mercer Inc. ("Mercer"), a major global provider of consulting services. Over
   60,000 employees worldwide provide analysis, advice and transactional
   capabilities to clients in over 100 countries.

   MMC operates in three principal business segments based on the services
   provided. Segment performance is evaluated based on segment operating income,
   which is after deductions for directly related expenses and minority interest
   but before corporate expenses, charges related to September 11, 2001, and
   charges or credits related to integration and restructuring reserves. A
   reconciliation of segment operating income to total operating income is
   included in Note 16 to the Consolidated Financial Statements. The accounting
   policies of the segments are identical to those used for the consolidated
   financial statements. A complete description of each of MMC's business
   segments is included in Part 1, Item 1 in MMC's 2003 Annual Report on Form
   10-K ("2003 10-K"). As discussed in Note 15 to the Consolidated Financial
   Statements, the results of operations for the year ended December 31, 2003
   include adjustments for restitution and costs identified subsequent to the
   release of MMC's annual earnings, which decreased diluted earnings per share
   by $0.01 from the amount reported in Form 8-K.


   The consolidated results of operations follow:


- --------------------------------------------------------------------------------
   (IN MILLIONS, EXCEPT PER SHARE FIGURES)     2003        2002          2001
- --------------------------------------------------------------------------------
   REVENUE:
   Service Revenue                           $11,488      $10,373      $ 10,011
   Investment Income (Loss)                      100           67          (142)
- -------------------------------------------------------------------------------
      Operating Revenue                       11,588       10,440         9,869
- -------------------------------------------------------------------------------
   EXPENSE:
   Compensation and Benefits                   5,926        5,199         4,877
   Other Operating Expenses                    3,166        2,967         3,229
- -------------------------------------------------------------------------------
      Operating Expenses                       9,092        8,166         8,106
- --------------------------------------------------------------------------------
   OPERATING INCOME                          $ 2,496      $ 2,274      $  1,763
- -------------------------------------------------------------------------------
   NET INCOME                                $ 1,540      $ 1,365      $    974
- --------------------------------------------------------------------------------
   NET INCOME PER SHARE:
      BASIC                                  $  2.89      $  2.52      $   1.77
- -------------------------------------------------------------------------------
      DILUTED                                $  2.81      $  2.45      $   1.70
- --------------------------------------------------------------------------------
   AVERAGE NUMBER OF
      SHARES OUTSTANDING:
      BASIC                                      533          541           550
- -------------------------------------------------------------------------------
      DILUTED                                    548          557           572
- --------------------------------------------------------------------------------
   This Management's Discussion and Analysis of Financial Condition and Results
   of Operations ("MD&A") contains certain statements relating to future results
   which are forward-looking statements as that term is defined in the Private
   Securities Litigation Reform Act of 1995. See "Information Concerning
   Forward-looking Statements" in MMC's 2003 10-K.

   Revenue, derived mainly from commissions and fees, increased 11% from 2002.
   Revenue increases in the risk and insurance services and consulting segments
   were partially offset by a revenue decline in the investment management
   segment. Investment impairment charges recorded in 2002, primarily in the
   investment management segment, result in a favorable variance for investment
   income in the current year compared to 2002. Revenue increased 6% on an
   underlying basis, which measures the change in revenue, before the impact of
   acquisitions and dispositions, using consistent currency exchange rates.

   The impact of foreign currency translation, acquisitions and dispositions on
   MMC's operating revenues by segment in the year ended December 31, 2003,
   compared to the year ended December 31, 2002, is as follows:



===================================================================================================================================
                                                              Twelve Months Ended                 % Change
                                                                  December 31,             ----------------------       Currency/
                                                            -----------------------         GAAP       Underlying     Acquisitions
   (IN MILLIONS, EXCEPT PERCENTAGE FIGURES)                    2003           2002         Revenue       Basis(b)       Impact
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
   RISK AND INSURANCE SERVICES
   Risk Management and Insurance Broking                    $ 5,179         $ 4,411           17%           13%           4%
   Reinsurance Broking and Services                             775             632           23%           21%           2%
   Related Insurance Services(a)                                914             867            5%            5%          --
- -----------------------------------------------------------------------------------------------------------------------------------
      Total Risk and Insurance Services                       6,868           5,910           16%           13%           3%
- -----------------------------------------------------------------------------------------------------------------------------------
   INVESTMENT MANAGEMENT                                      2,001           2,166           (8)%          (8)%         --
- -----------------------------------------------------------------------------------------------------------------------------------
   CONSULTING
   Retirement Services                                        1,208           1,115            8%            1%           7%
   Management and Organizational Change                         449             280           60%            3%          57%
   Health Care and Group Benefits                               388             358            9%            4%           5%
   Human Capital                                                379             340           11%            2%           9%
   Economic                                                     150             130           14%           12%           2%
- -----------------------------------------------------------------------------------------------------------------------------------
                                                              2,574           2,223           16%            3%          13%
   Reimbursed Expenses                                          145             141            3%            3%          --
- -----------------------------------------------------------------------------------------------------------------------------------
      Total Consulting                                        2,719           2,364           15%            3%          12%
   Total Operating Revenue                                  $11,588         $10,440           11%            6%           5%
===================================================================================================================================

(a) Includes U.S. affinity, claims management, underwriting management, and
    MMC Capital businesses.
(b) Underlying basis measures the change in revenue before the impact of
    acquisitions and dispositions, using consistent currency exchange rates.


                                       21



   The 6% growth in underlying revenue over 2002 was primarily driven by higher
   renewal revenue and market service revenue and the impact of higher premiums
   in the risk and insurance services segment combined with growth in each of
   the practices of the consulting segment. Offsetting this growth was an 8%
   decrease in the investment management segment due to a decline in the amount
   of assets under management on which fees are earned and a decline in
   underwriting and distribution fees.


   Operating expenses increased 11% over 2002, 5% on an underlying basis. The
   increase in underlying expenses was driven by higher compensation and benefit
   costs in risk and insurance services as well as higher facility and insurance
   costs, partially offset by a decrease in amortization expense for prepaid
   dealer commissions.

   The impact of foreign currency translation, acquisitions and dispositions on
   MMC's operating revenues by segment in the year ended December 31, 2002,
   compared to the year ended December 31, 2001, is as follows:



===================================================================================================================================
                                                              Twelve Months Ended                 % Change
                                                                  December 31,             ----------------------       Currency/
                                                            -----------------------         GAAP       Underlying     Acquisitions
   (IN MILLIONS, EXCEPT PERCENTAGE FIGURES)                    2002           2001         Revenue       Basis(b)       Impact
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
   RISK AND INSURANCE SERVICES
   Risk Management and Insurance Broking                    $ 4,411         $3,829            15%           15%            --
   Reinsurance Broking and Services                             632            523            21%           20%            1%
   Related Insurance Services(a)                                867            800             8%            8%            --
- -----------------------------------------------------------------------------------------------------------------------------------
      Total Risk and Insurance Services                       5,910          5,152            15%           15%            --
- -----------------------------------------------------------------------------------------------------------------------------------
   INVESTMENT MANAGEMENT                                      2,166          2,409           (10)%         (10)%           --
- -----------------------------------------------------------------------------------------------------------------------------------
   CONSULTING
   Retirement Services                                        1,115          1,022             9%            7%            2%
   Management and Organizational Change                         280            322           (13)%         (17)%           4%
   Health Care and Group Benefits                               358            343             4%            4%            --
   Human Capital                                                340            361            (6)%          (9)%           3%
   Economic                                                     130            112            16%           15%            1%
- -----------------------------------------------------------------------------------------------------------------------------------
                                                              2,223          2,160             3%            1%            2%
   Reimbursed Expenses                                          141            148            (5)%          (5)%           --
- -----------------------------------------------------------------------------------------------------------------------------------
      Total Consulting                                        2,364          2,308             2%           --             2%
- -----------------------------------------------------------------------------------------------------------------------------------
   Total Operating Revenue                                  $10,440         $9,869             6%            5%            1%
===================================================================================================================================


(a) Includes U.S. affinity, claims management, underwriting management, and
    MMC Capital businesses.
(b) Underlying basis measures the change in revenue before the impact of
    acquisitions and dispositions, using consistent currency exchange rates.

   In 2002, operating revenue rose 6% resulting from a higher volume of business
   in the risk and insurance services segment, partially offset by a decline in
   revenue in the investment management segment due to lower assets under
   management on which fees are earned. In addition, an investment impairment
   charge recorded in 2001 related to Gruppo Bipop-Carire S.p.A. ("Bipop")
   resulted in a favorable variance for investment income in 2002 compared to
   2001. Underlying revenue, which measures the change in revenue before the
   impact of acquisitions and dispositions, using consistent currency exchange
   rates, increased 5%. The risk and insurance services segment experienced
   underlying revenue growth of 15% primarily due to net new business and the
   effect of higher commercial insurance premiums, partially offset by lower
   fiduciary interest income. Underlying consulting revenue was flat as a higher
   volume of business in retirement services was offset by a decline in
   management consulting. Underlying revenue declined 10% in the investment
   management segment primarily due to a reduction in average assets under
   management, which declined 15% from 2001.

   Operating expenses increased 1% in 2002 compared to 2001, which included
   charges related to September 11 and amortization of goodwill. Underlying
   expense growth was flat between 2002 and 2001. Increased compensation and
   benefits costs in the risk and insurance services segment were offset by
   reduced incentive compensation and lower volume related expenses in the
   investment management segment.

   In 2001, MMC recorded pretax charges of $187 million, net of insurance
   recoveries, related to the events of September 11 and the subsequent impact
   on business conditions.

   RISK AND INSURANCE SERVICES
   The operations within this segment consist of risk and insurance services as
   broker, agent or consultant for insureds, insurance underwriters, and other
   brokers on a worldwide basis. These services are provided by Marsh, which
   delivers risk and insurance services and solutions to clients through its
   various subsidiaries and affiliates. Risk management, insurance broking,
   financial solutions, and insurance program management services are provided
   for businesses, public entities, associations, professional services
   organizations, and private clients under the Marsh name. Reinsurance broking,
   catastrophe and financial modeling services, and related advisory functions
   are conducted for insurance and reinsurance companies, principally under the
   Guy Carpenter name. Underwriting management and wholesale broking services
   are performed for a wide range of clients under various names. Claims and
   associated productivity services are provided by Sedgwick Claims Management
   Services. In addition, MMC Capital provides services principally in
   connection with originating, structuring and managing insurance, financial
   services, and other industry-focused investments.

   Revenue attributable to the risk and insurance services segment consists
   primarily of fees paid by clients; commissions and fees paid by insurance and
   reinsurance companies; compensation for billing and related services, in the
   form of interest income on funds held in a fiduciary capacity for others,
   such as premiums and claims proceeds; and market service revenue from
   insurers. Revenue also includes compensation for services provided in
   connection with the organization, structuring and management of insurance,
   financial services, and other industry-focused investments, including fees
   and dividends, as well as appreciation or depreciation that has been
   recognized on holdings in such entities.

   Revenue generated by the risk and insurance services segment is fundamentally
   derived from the value of the services provided to clients and insurance
   markets. These revenues are affected by premium rate levels in the property
   and casualty and employee benefits insurance markets and


                                       22


   available insurance capacity, since compensation is frequently related to the
   premiums paid by insureds. In many cases, compensation may be negotiated in
   advance based upon the estimated value of the services to be performed.
   Revenue is also affected by fluctuations in the amount of risk retained by
   insurance and reinsurance clients and by insured values, the development of
   new products, markets and services, new and lost business, merging of clients
   and the volume of business from new and existing clients, as well as by the
   level of interest realized on the investment of fiduciary funds and foreign
   exchange rate fluctuations. Revenue and fees also may be received from
   originating, structuring and managing insurance, financial services and other
   industry-focused investments, as well as income derived from investments made
   by MMC. Market services revenue is derived from agreements that Marsh has
   with most of its principal insurance markets. Under these agreements, Marsh
   is paid for services provided to the markets including: access to a global
   distribution network that fosters revenue generation and operating
   efficiencies; intellectual capital in the form of new products, solutions,
   and general information on emerging developments in the insurance
   marketplace; the development and provision of technology systems and services
   that create efficiencies in doing business; and a wide range of
   administrative services. Payments under market service agreements are based
   upon such factors as the overall volume, growth, and in limited cases
   profitability, of the total business placed by Marsh with a given insurer.

   The results of operations for the risk and insurance services segment are
presented below:

================================================================================
   (IN MILLIONS OF DOLLARS)                    2003          2002          2001
- -------------------------------------------------------------------------------
   REVENUE                                   $6,868        $5,910        $5,152
   EXPENSE                                    5,117         4,420         4,013
- -------------------------------------------------------------------------------
   OPERATING INCOME                          $1,751        $1,490        $1,139
================================================================================
   OPERATING INCOME MARGIN                     25.5%         25.2%         22.1%
================================================================================

   REVENUE
   Revenue for the risk and insurance services segment grew 16% in 2003 over
   2002, 13% on an underlying basis, reflecting an increase in renewal business,
   higher market services revenues, and the effect of higher premiums. Fiduciary
   interest income in 2003 declined 3% compared to 2002. Demand for Marsh's
   services remains strong as clients face risks that have grown in number,
   complexity and severity. Although premium rates increased during 2003 in most
   casualty lines, the rate of premium increases moderated during the year and
   some property coverage rates showed declines. In 2003, the underlying revenue
   in risk management and insurance broking, which is approximately 75% of this
   segment's revenues, grew 13%. Within risk management and insurance broking,
   underlying revenue grew 15% in the United States, 10% in Europe, and 15% in
   other geographies. Reinsurance broking and services grew 21% on an underlying
   basis as the result of increased new business and renewals. Related insurance
   services grew 5% as increases in the underwriting management and claims
   management businesses were partially offset by a decrease in affinity
   business and lower investment income at MMC Capital.

   Revenue for the risk and insurance services segment grew 15% over 2001.
   Underlying revenue grew 15% primarily reflecting net new business and higher
   premiums, offset by lower fiduciary interest income. In 2002, underlying
   revenue grew 15% in risk management and insurance broking, which represents
   approximately three quarters of risk and insurance services segment revenue,
   20% in reinsurance broking and services, and 8% in related insurance
   services. Within risk management and insurance broking, underlying revenue
   increased 17% in the United States, 15% in Europe, and 19% in other
   geographies resulting from net new business and the effect of higher premium
   rates, partially offset by lower fiduciary interest income. The underlying
   revenue growth in related insurance services resulted from increases in
   underwriting management and claims management and increased investment income
   at MMC Capital, partially offset by a decline in affinity business.


   EXPENSE
   In 2003, risk and insurance services expenses increased 16% over 2002, 11% on
   an underlying basis. Expense growth results primarily from higher
   compensation and benefit costs reflecting increased headcount and higher
   incentive compensation expenses, along with an increase in costs for
   facilities and insurance.

   In 2002, risk and insurance services expenses increased 10% over prior year.
   Underlying expenses increased 9% from 2001 primarily reflecting increased
   incentive compensation, higher benefit costs and increased costs due to a
   higher volume of business, partially offset by the elimination of goodwill
   amortization expense resulting from implementation of a new accounting
   standard.

   In 2001, compensation and benefit costs of $15 million related to employees
   who were unable to report to work or were involved directly in the recovery
   efforts from the September 11, 2001 attacks, were reported as charges related
   to September 11 and are not included in the segment's operating expenses.

   INVESTMENT MANAGEMENT
   The operations within the investment management segment consist of services
   primarily under the Putnam name. The 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 (the "Putnam Funds"). 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
   individuals, 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
   serves as transfer agent, dividend disbursing agent, registrar and custodian
   for the Putnam Funds and provides custody services to several external
   clients. In addition, Putnam provides administrative and trustee (or
   custodial) services including participant accounting, plan administration,
   and transfer agent services for employee benefit plans (in particular defined
   contribution 401(k) plans), IRAs and other clients for which it receives
   compensation pursuant to service and trust or custodian contracts with plan
   sponsors and the Putnam Funds. Putnam also acts as principal underwriter of
   the shares of the open-end Putnam Funds, selling primarily through
   independent broker/dealers, financial planners and financial institutions,
   including banks, and directly to certain large 401(k) plans and other
   institutional accounts. Shares of open-end funds are generally sold at their
   respective net asset value per share plus a sales charge, which varies
   depending on the individual fund and the amount and class of shares
   purchased. 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.

   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. The investment management services provided by Putnam
   are performed pursuant to advisory contracts. The amount of the fees varies
   depending on the individual mutual fund or account and is usually based upon
   a sliding scale in relation to the level of assets under management and, in
   certain instances, is also based on investment performance. The management of
   Putnam and the trustees of the Putnam Funds regularly review the fund fee
   structure in light of fund performance, the level and range of services
   provided, industry conditions, and other relevant factors. Contracts with the
   Putnam Funds continue in effect only so long as approved, at least annually,
   by their shareholders or by the Putnam Funds' trustees. A reduction in
   management fees payable under these contracts and/or the termination of one
   or more of these contracts, or other advisory contracts, could have a
   material adverse


                                       23



   effect on Putnam's results of operations. Putnam also receives compensation
   for providing certain shareholder and custody services.

   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 ("THLPC") of which Putnam owns 25%. THL and
   THLPC offer private equity and alternative investment funds for institutional
   and high net worth investors.

   The results of operations for the investment management segment are presented
   below:

================================================================================
   (IN MILLIONS OF DOLLARS)                    2003          2002          2001
- -------------------------------------------------------------------------------
   REVENUE                                   $2,001        $2,166        $2,409
   EXPENSE                                    1,504         1,606         1,825
- -------------------------------------------------------------------------------
   OPERATING INCOME                          $  497        $  560        $  584
- -------------------------------------------------------------------------------
   OPERATING INCOME MARGIN                     24.8%         25.9%         24.2%
================================================================================

   REVENUE
   Putnam's revenue decreased 8% in 2003, which reflects the effect of decreased
   assets under management and a decline in underwriting and distribution fees
   partially offset by higher investment income driven by investment gains from
   trading securities in 2003 and a favorable comparison to 2002, which included
   a charge for the decline in value of an available for sale security. Assets
   under management averaged $258 billion in the year ended December 31, 2003,
   an 8% decrease from the $279 billion managed during the year ended December
   31, 2002. Assets under management aggregated $240 billion at December 31,
   2003 compared with $251 billion at December 31, 2002. The change from
   December 31, 2002 results primarily from net redemptions of $60.7 billion
   partially offset by an increase in equity market levels. The majority of the
   net redemptions occurred in the fourth quarter in reaction to the
   administrative proceedings by the Securities and Exchange Commission ("SEC")
   and other regulatory bodies. Putnam's future revenue and results of
   operations may be adversely affected by continued net redemptions and by the
   impact on revenue of limits on fund expense ratios and on front end sales
   charges announced by Putnam in late January 2004. Assets under management at
   February 29, 2004 were $233 billion.

   In 2002, Putnam's revenue decreased 10% compared with prior year. The revenue
   decrease resulted primarily from a decrease in assets under management,
   partially offset by a contractual payment from Putnam's Italian joint venture
   partner and a reduction of investment impairment charges. Assets under
   management averaged $279 billion in 2002, a 15% decrease compared with $328
   billion managed in 2001. Assets under management aggregated $251 billion at
   December 31, 2002 compared with $315 billion at December 31, 2001. The
   decline in assets under management during 2002 resulted from market declines
   as well as net redemptions of $10.3 billion, which includes reinvested
   dividends.

   EXPENSE
   In 2003, Putnam's expenses declined 6% compared to 2002 primarily due to
   lower amortization expense for prepaid dealer commissions and lower
   impairment charges related to intangible assets. These reductions are
   partially offset by net costs of approximately $24 million related to the
   investigation of market timing in certain Putnam funds, including compliance,
   legal, and communication expenses as well as estimated potential restitution
   to the Putnam funds. Putnam's partial settlement with the SEC includes civil
   penalties not yet determined, and therefore, no provision has been made.
   Putnam's future expenses may be impacted by the reduction in use of fund
   brokerage commissions to pay for third party investment research and
   services, and the elimination of direct fund brokerage commissions to
   brokerage firms for the sale of Putnam funds.

   Putnam's expenses declined 12% in 2002 primarily due to lower incentive
   compensation, partially offset by the write-down of certain assets from
   Putnam's acquisition of a minority interest in Thomas H. Lee Partners, L.P.
   ("TH Lee"), a private equity business. TH Lee is the general partner of
   Thomas H. Lee Private Equity Fund IV, L.P. ("Fund IV"). In 2002, Putnam
   determined that the acquired performance fee assets related to Fund IV may
   not be fully recoverable based on expected cash flows from Fund IV. The net
   impact of the write-down on Putnam's expenses was $32 million.

   In 2001, compensation and benefit costs of $6 million related to recovery
   efforts were recorded as part of the charges related to September 11 and are
   not included in the segment's operating expenses.

   Year-end and average assets under management are presented below:

================================================================================
   (IN BILLIONS OF DOLLARS)                         2003        2002        2001
- --------------------------------------------------------------------------------
   MUTUAL FUNDS:
   Growth Equity                                    $ 46        $ 45        $ 77
   Blend Equity                                       32          33          45
   Value Equity                                       43          40          54
   Fixed Income                                       42          46          43
- --------------------------------------------------------------------------------
                                                     163         164         219
- --------------------------------------------------------------------------------
   INSTITUTIONAL:
   Equity                                             51          66          79
   Fixed Income                                       26          21          17
- --------------------------------------------------------------------------------
                                                      77          87          96
- --------------------------------------------------------------------------------
   YEAR-END ASSETS                                  $240        $251        $315
- --------------------------------------------------------------------------------
   YEAR-END ASSETS FROM
   NON-U.S. INVESTORS                               $ 39        $ 33        $ 30
================================================================================
   AVERAGE ASSETS                                   $258        $279        $328
================================================================================

   The categories of mutual fund assets reflect style designations aligned with
each fund's prospectus.

   The 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 rose in 2003 after three consecutive years of declines. Assets under
   management have also been, and may in the future continue to be, adversely
   affected by increased redemptions in response to the administrative
   proceedings by the SEC and other regulatory bodies. Items affecting revenue
   also include, but are not limited to, actual and relative 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 the ability to maintain investment management and administrative
   fees at historical levels. Revenue levels are sensitive to all of the factors
   above, but in particular, to significant changes in bond and stock market
   valuations and net flows into or out of Putnam's funds.

   Putnam provides individual and institutional investors with a broad range of
   both equity and fixed income investment products and services, invested
   domestically and globally, 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.

   At the end of 2003, assets held in equity securities represented 72% of
   assets under management, compared with 73% in 2002 and 81% in 2001, while
   investments in fixed income products represented 28%, compared with 27% in
   2002 and 19% in 2001.


                                       24



   CONSULTING
   Through Mercer, the operations within this segment provide consulting and
   related services from locations around the world, primarily to business
   organizations, in the areas of:

      Retirement Services including retirement consulting, administration, and
      investment consulting;
      Health Care & Group Benefits consulting;
      Human Capital consulting including performance, measurement and rewards,
      communication and HR Technology & Operations consulting;
      Management and Organizational Change consulting comprising strategy,
      operations, organizational change, leadership and organizational design;
      and
      Economic consulting.

   The major component of Mercer revenue is fees paid by clients for advice and
   services. In addition, commission revenue is received from insurance
   companies for the placement of individual and group insurance contracts,
   primarily life, health and accident coverages. The investment consulting
   practice receives compensation based on fees for service and sometimes is
   compensated based on assets under management. A relatively small amount of
   revenue is derived from brokerage commissions in connection with a registered
   securities broker/dealer.

   Revenue in the consulting business is affected by, among other things,
   economic conditions around the world, including changes in clients'
   industries and markets. Furthermore, revenue is subject to the introduction
   of new products and services, broad trends in employee demographics, the
   effect of government policies and regulations, market valuations, and
   interest and foreign exchange rate fluctuations.

   The results of operations for the consulting segment are presented below:


================================================================================
   (IN MILLIONS OF DOLLARS)                    2003          2002          2001
- -------------------------------------------------------------------------------
   REVENUE                                   $2,719        $2,364        $2,308
   EXPENSE                                    2,356         2,038         1,995
- -------------------------------------------------------------------------------
   OPERATING INCOME                          $  363        $  326        $  313
================================================================================
   OPERATING INCOME MARGIN                     13.4%         13.8%         13.6%
================================================================================

   REVENUE
   Consulting revenue increased 15% over 2002 primarily due to the impact of
   foreign exchange and acquisitions. Acquisitions included Oliver, Wyman &
   Company ("OWC"), which was successfully integrated with Mercer Management
   consulting, as well as several smaller acquisitions in Mercer's retirement
   and benefits consulting businesses. On an underlying basis, Mercer's revenue
   increased 3%, with all practices reporting underlying revenue growth.
   Economic Consulting underlying revenue increased by 12%. In Mercer's largest
   practice, Retirement Services, underlying revenue increased modestly, while
   other practices had growth between 2% and 4% in a difficult operating
   environment.

   Consulting services revenue increased 2% in 2002 compared to 2001. Underlying
   consulting revenue was essentially flat between 2001 and 2002. Underlying
   revenue from retirement services, Mercer's largest practice, grew by 7% over
   2001 primarily due to an increased provision of advice on retirement issues
   and greater interest by clients in managing retirement programs on a global
   basis. Underlying revenue also grew 4% in Health Care and Group Benefits
   consulting, and 15% in Economic consulting. These increases were offset by
   decreases of 17% in Management consulting and 9% in Human Capital consulting.

   EXPENSE
   Consulting services expenses increased 16% in 2003 compared to 2002 primarily
   due to the impact of foreign exchange, costs related to increased headcount
   resulting from acquisitions, and increased amortization expense for acquired
   intangible assets. As described in Note 4 to the Consolidated Financial
   Statements, a portion of the OWC purchase consideration is contingent upon
   future employment. This amount has been accounted for as prepaid compensation
   and is being recognized as compensation expense over four years. Consulting
   services expenses increased 3% on an underlying basis, primarily reflecting
   higher facilities and insurance costs.

   Consulting services expenses increased 2% in 2002 primarily due to increased
   compensation costs.

   In 2001, compensation and benefit costs of $3 million related to the recovery
   efforts were recorded as part of the charges related to September 11 and are
   not included in the segment's operating expenses.

   CORPORATE EXPENSES
   Corporate expenses increased to $140 million in 2003 from $123 million in
   2002 due to increased compensation costs, an increase in headcount, and
   increased costs for facilities and insurance. Corporate expenses increased in
   2002 to $123 million from $116 million in 2001. The increase in 2002 was due
   to increased compensation costs and an increase in headcount.

   INTEGRATION AND RESTRUCTURING CHARGES AND CREDITS AND CHARGES RELATED
   TO SEPTEMBER 11
   Note 12 to the Consolidated Financial Statements discusses integration and
   restructuring costs related to MMC's acquisition of Sedgwick in 1998 as well
   as a restructuring in 2001. During 2003, MMC recorded the following charges
   and credits related to changes in the estimated costs of integration and
   restructuring plans: A credit of $2 million for a reduction in the estimated
   cost of the 1999 MMC plan related to the Sedgwick acquisition; a charge of $1
   million for increased costs for vacated leased properties related to the 2001
   plan; and a charge of $1 million related to vacated leased properties
   acquired as part of the Johnson & Higgins ("J&H") acquisition. The impact of
   the net charges and credits to integration and restructuring reserves had no
   impact on MMC's earnings per share in 2003. MMC also recorded a credit of $5
   million for the reversal of an accrual for stock units related to the
   Sedgwick acquisition which is included in the results of risk and insurance
   services.

   In 2001, as a result of the events of September 11 and the subsequent
   business environment, MMC recorded pretax charges totaling $187 million. MMC
   also recorded a credit of $13 million attributable to changes in estimates in
   connection with integration and restructuring plans provided for in prior
   years. Changes in estimated costs resulted in a reversal of reserves of $5
   million for employee termination costs and $2 million related to office
   consolidations associated with the Sedgwick transaction and a $6 million
   reversal of reserves related to office consolidation costs associated with
   the J&H combination.

   The combined impact of the charges related to September 11 and the credit
   related to the integration and restructuring plans, which reduced diluted net
   income per share by $.19 for the year ended December 31, 2001, is not
   included in segment operating results.


                                       25


   INTEREST
   Interest income earned on corporate funds was $24 million in 2003 compared to
   $19 million in 2002. Interest expense increased from $160 million in 2002 to
   $185 million in 2003. The increase in interest income was due to a higher
   level of invested balances during 2003, partially offset by a decline in the
   average interest rate earned. The increase in interest expense is primarily
   due to an increase in the average interest rates on outstanding debt. The
   increase in the average interest rate results from the conversion of a
   significant portion of the company's debt from floating to fixed rates, as
   discussed in more detail under the Financing Cash Flows section of this MD&A.

   Interest income earned on corporate funds was $19 million in 2002 compared
   with $23 million in 2001. Interest expense decreased to $160 million in 2002
   from $196 million in 2001. The decrease in interest income was primarily due
   to lower average interest rates in 2002 compared with 2001. The decrease in
   interest expense was primarily due to lower average interest rates, partially
   offset by an increase in the average debt outstanding.

   INCOME TAXES
   MMC's consolidated effective tax rate was 33% in 2003, a decrease from the
   rate of 35% in 2002. The decrease in the rate was due to the change in the
   geographic mix of MMC's businesses and tax planning with respect to
   international operations. In 2001, the effective tax rate was 37.7%. The
   decrease in the effective rate in 2002 compared to 2001 results from a
   combination of the change in accounting for goodwill and the geographic mix
   of MMC's businesses.

   LIQUIDITY AND CAPITAL RESOURCES
   MMC anticipates that funds generated from operations will be sufficient to
   meet its foreseeable working capital needs as well as to fund dividends and
   capital expenditures. MMC's ability to generate cash flow from operations is
   subject to the business risks inherent in each operating segment. These risks
   are discussed in the operating segment sections of this MD&A and the business
   section of Part I of Form 10-K. MMC continually monitors its expected and
   actual cash flows to determine the most advantageous use of its near term
   cash flows among alternatives including dividends, investments, acquisitions,
   funding alternatives for its pension plans, and share repurchases.

   OPERATING CASH FLOWS
   MMC generated $1.9 billion of cash from operations in 2003 compared with $1.3
   billion in 2002. MMC's operating cash flows are impacted by the timing of
   payments or receipts of such items as accounts receivable, incentive
   compensation, other operating expenses, and income taxes. Cash flow from
   operations includes the impact of contributions to retirement plans of $387
   million and $460 million in 2003 and 2002, respectively, which include
   discretionary contributions beyond MMC's legal requirements of approximately
   $300 million and $350 million in the respective years. Factors that may
   impact future pension expense or contributions are discussed below. In 2003,
   MMC's tax payments decreased compared to 2002. MMC's estimated tax payments
   related to the third quarter of 2001 were paid in the first quarter of 2002
   due to the events of September 11, 2001 and the government's subsequent
   directives. In addition, tax payments in 2003 reflect a refund of
   overpayments of the prior year's taxes. The increase in Other liabilities
   reflects the deferred purchase consideration related to the OWC acquisition
   as well as reserves for claim payments related to errors and omissions
   claims. The increase in Other assets primarily reflects expected insurance
   recoveries on errors and omissions claims. MMC's cash flow from operations
   also includes the impact of net rental payments under operating leases of
   $469 million and $397 million in 2003 and 2002, respectively. MMC's
   commitment for future payments under operating leases is disclosed in Note 9
   to the Consolidated Financial Statements.


   As a result of the events of September 11, 2001 and the subsequent business
   environment, MMC recorded pretax charges in 2001 totaling $187 million. The
   net charges included asset impairments of approximately $32 million and
   restructuring costs of $61 million. The impact of the events of September 11
   on MMC's cash flow after the effect of insurance recoveries and tax benefits
   was not significant.

   During 2003, MMC contributed approximately $21 million to the U.S. pension
   plans and $366 million to the significant non-U.S. pension plans, compared
   with $144 million for U.S. plans and $316 million for significant non-U.S.
   plans in 2002. These contributions resulted in an increase in prepaid pension
   expense for certain plans. The minimum pension liability related to any plan
   is recorded in Other liabilities in the Consolidated Balance Sheets.

   During 2003, the net funded status of the U.S. and significant non-U.S.
   pension plans increased by $120 million and $10 million, respectively, due
   primarily to positive returns on plan assets. Benefit obligations of the U.S.
   and significant non-U.S. pension plans exceeded the fair value of plan assets
   by $144 million and $732 million, respectively, at December 31, 2003. The
   funded status at December 31, 2003 includes the effects of contributions made
   during the year. There currently is no ERISA funding requirement for the U.S.
   plan in 2003 or in 2004. Funding requirements for non-U.S. plans vary country
   by country. Contribution rates are determined by the local foreign actuaries
   based on local funding practices and requirements. Funding amounts may be
   influenced by future asset performance, discount rates and other variables
   impacting the assets and/or liabilities of the plan. In addition, amounts
   funded in the future, to the extent not required under regulatory
   requirements, may be affected by alternative uses of MMC's cash flows,
   including dividends, investments, and share repurchases.

   FINANCING CASH FLOWS
   Net cash used for financing activities amounted to $1.3 billion in 2003,
   compared with $1.0 billion in 2002. The primary use of cash for financing
   activities in 2003 was for net share repurchases and the payment of dividends
   to shareholders.

   In 2003, MMC repurchased shares of its common stock for treasury as well as
   to meet requirements for issuance of shares for its various stock
   compensation and benefit programs. During 2003, MMC repurchased 26.1 million
   shares for total consideration of $1.2 billion, compared with 24.2 million
   shares for total consideration of $1.2 billion in 2002. Share repurchases are
   recorded on a trade date basis. MMC currently plans to continue to repurchase
   shares in 2004, subject to market conditions.

   Dividends paid by MMC amounted to $631 million in 2003 ($1.18 per share) and
   $593 million in 2002 ($1.09 per share).

   MMC's debt outstanding at December 31, 2003 remained essentially unchanged
   from the prior year end at $3.4 billion. Over the past two years, MMC has
   extended the maturity of over half of its debt, increasing its liquidity and
   financial flexibility. During July 2003, MMC issued $300 million of 5.875%
   Senior Notes due in 2033. In February 2003, MMC issued $250 million of 3.625%
   Senior Notes due in 2008 and $250 million of 4.85% Senior Notes due in 2013
   (collectively, the "2003 Notes"). The net proceeds from the 2003 Notes were
   used to pay down commercial paper borrowings.

   MMC uses commercial paper borrowing to manage its short-term liquidity. MMC
   currently maintains revolving credit facilities in excess of $2.4 billion to
   ensure liquidity is maintained in the event of disruptions in the commercial
   paper markets. At December 31, 2003 commercial paper outstanding was
   approximately $440 million, a decrease of approximately $800 million from
   December 31, 2002, resulting primarily from the issuance of long-term debt
   discussed above. At December 31, 2003, scheduled debt repayments of $600
   million due in June 2004, and at December 31, 2002 commercial paper
   borrowings of $750 million, were classified as Long-term debt in the
   Consolidated Balance Sheets based on MMC's intent and ability to refinance
   these obligations on a long-term basis.


                                       26


   In June 2003, MMC arranged a $1.4 billion revolving credit facility. The
   facility, which will expire in June 2004, amends a similar facility that
   expired in 2003. In addition, MMC maintains a $1.0 billion revolving credit
   facility established in June 2002 which expires in June 2007. Borrowings
   under these noncancellable facilities are at market rates of interest and
   support MMC's commercial paper borrowings. No amounts were outstanding under
   these facilities as of December 31, 2003.

   MMC also maintains other credit facilities with various banks, primarily
   related to operations located outside the United States, aggregating $209
   million at December 31, 2003 and $274 million at December 31, 2002. There
   were no amounts outstanding under these facilities at December 31, 2003.

   MMC's revolving credit and other debt agreements contain covenants which
   include, in some cases, restrictions on consolidations or mergers, the sale
   or pledging of assets, and minimum net worth requirements. MMC must maintain
   a consolidated net worth of at least $3.5 billion under the most restrictive
   of its net worth covenants.

   In January 2003, MMC terminated and settled interest rate swaps that had
   hedged the fair value of Senior Notes issued in 2002. The cumulative amount
   of previously recognized adjustments of the fair value of the hedged notes is
   being amortized over the remaining life of those notes in accordance with
   SFAS No. 133. As a result, the effective interest rate over the remaining
   life of the notes, including the amortization of the fair value adjustments,
   is 4.0% for the $500 million Senior Notes due in 2007 (5.375% coupon rate)
   and 5.1% for the $250 million Senior Notes due in 2012 (6.25% coupon rate).

   INVESTING CASH FLOWS
   Cash used for investing activities amounted to $470 million in 2003 and $330
   million in 2002. Cash used for acquisitions amounted to $178 million in 2003,
   primarily related to the acquisition of OWC and several smaller consulting
   businesses designed to broaden MMC's global retirement and benefits
   consulting services. Cash used for acquisitions in 2002 totaled $92 million,
   primarily related to several consulting businesses. MMC's additions to fixed
   assets and capitalized software, which amounted to $436 million in 2003 and
   $423 million in 2002, primarily related to leasehold improvements, computer
   equipment purchases, and software development costs.

   MMC has committed to potential future investments of approximately $625
   million in connection with various MMC Capital funds and other MMC
   investments. Approximately $32 million was invested in 2003 and approximately
   $40 million was invested in 2002. MMC expects to fund its future investment
   commitments, in part, with sales proceeds from existing investments.

   COMMITMENTS AND OBLIGATIONS
   MMC's commitments and obligations consist of future rent payments under
   operating leases (discussed in Note 9) and repayments of long-term debt
   (discussed in Note 10) as well as the commitments discussed above.

   MARKET RISK
   Certain of MMC's revenues, expenses, assets and liabilities are exposed to
   the impact of interest rate changes and fluctuations in foreign currency
   exchange rates and equity markets.

   INTEREST RATE RISK
   MMC manages its net exposure to interest rate changes by utilizing a mixture
   of variable and fixed rate borrowings to finance MMC's asset base. Interest
   rate swaps are used on a limited basis to manage MMC's exposure to interest
   rate movements on its cash and investments as well as interest expense on
   borrowings and are only executed with counterparties of high
   creditworthiness.

   MMC had the following investments and debt instruments subject to variable
   interest rates:

================================================================================
   Year Ended December 31,
   (IN MILLIONS OF DOLLARS)                                                 2003
- --------------------------------------------------------------------------------
   Cash and cash equivalents invested in certificates of
      deposit and time deposits (Note 1)                                  $  564
   Fiduciary cash and investments (Note 1)                                $4,086
   Variable rate debt outstanding (Note 10)                               $  440
================================================================================

   These investments and debt instruments are discussed more fully in the
   above-indicated notes to the Consolidated Financial Statements.

   Based on the above balances, if short-term interest rates increase by 10%, or
   11 basis points, annual interest income would increase by approximately $5
   million; however, this would be partially offset by a $1 million increase in
   interest expense resulting in a net increase to income before income taxes
   and minority interest of $4 million.

   FOREIGN CURRENCY RISK
   The translated values of revenue and expense from MMC's international risk
   and insurance services and consulting operations are subject to fluctuations
   due to changes in currency exchange rates.

   Forward contracts and options are periodically utilized by MMC to limit
   foreign currency exchange rate exposure on net income and cash flows for
   specific, clearly defined transactions arising in the ordinary course of its
   business.

   EQUITY PRICE RISK
   MMC holds investments in both public and private companies as well as certain
   private equity funds managed by MMC Capital, including Trident II. Publicly
   traded investments of $473 million are classified as available for sale under
   SFAS No. 115. Non-publicly traded investments of $100 million and $381
   million are accounted for under APB Opinion No. 18, "The Equity Method of
   Accounting for Investments in Common Stock", using the cost method and the
   equity method, respectively. Changes in value of trading securities are
   recognized in income when they occur. The investments that are classified as
   available for sale or that are not publicly traded are subject to risk of
   changes in market value, which if determined to be other than temporary,
   could result in realized impairment losses. MMC periodically reviews the
   carrying value of such investments to determine if any valuation adjustments
   are appropriate under the applicable accounting pronouncements.

   MMC Capital has both direct and indirect investments in AXIS Capital Holdings
   Ltd. ("AXIS"), a Bermuda-domiciled insurance company. AXIS had an initial
   capitalization of $1.6 billion, which included a $250 million investment by
   Trident II and a $100 million direct investment by MMC. AXIS completed an
   initial public offering on July 1, 2003. The sale of AXIS shares held by MMC
   and by Trident II is temporarily restricted by standard lock-up agreements
   and may be restricted by rule 144 of the SEC. As MMC's directly held shares
   are no longer subject to restrictions (as defined by SFAS No. 115), MMC will
   classify the investment as an available for sale security, carried at fair
   value, with changes in fair value recorded in other


                                       27



   comprehensive income until realized. The shares subject to restrictions are
   carried at cost. At December 31, 2003, approximately 63% of MMC's direct
   investment was considered unrestricted under SFAS No. 115. Trident II's
   investments are carried at fair value, in accordance with investment company
   accounting. MMC's proportionate share of the change in value of its
   investment in Trident II is recorded as part of Investment income (loss) in
   the Consolidated Income Statements. Future changes in the fair value of
   Trident II, which includes an investment in AXIS, may result in quarterly
   fluctuations in MMC's investment income or loss.

   In 2001, MMC entered into a series of option contracts to hedge the
   variability of cash flows from forecasted sales of certain available for sale
   investments. The remaining sales are forecasted to occur over the next four
   quarters. The hedge is achieved through the use of European style put and
   call options, which mature on the dates of the forecasted sales. Gains or
   losses on the option contracts are deferred in other comprehensive loss until
   the related forecasted sales occur. At December 31, 2003, the net increase in
   fair value of the option contracts of $2 million was recorded as an asset and
   a reduction of Accumulated other comprehensive loss in the Consolidated
   Balance Sheets.

   OTHER
   As further discussed in Note 15 to the Consolidated Financial Statements and
   in Form 10-K, administrative proceedings and a number of lawsuits have
   commenced against Putnam and MMC. They seek, among other things, that Putnam
   pay restitution to the Putnam funds and administrative fines in an
   undetermined amount. In the fourth quarter of 2003, Putnam recorded net costs
   of $24 million related to these proceedings, which include estimated
   potential restitution to the Putnam funds as well as compliance, legal, and
   communication expense. Putnam's partial settlement with the SEC includes
   civil penalties not yet determined; therefore, no provision has been made for
   such penalties. At the present time, MMC's management is unable to estimate
   the impact that the outcome of these litigations may have on MMC's
   consolidated results of operations, financial position or cash flows.

   In addition to the direct costs discussed in the preceding paragraph, the
   level of assets under management may also be adversely affected by increased
   redemptions in response to these proceedings, which may result in reduced
   revenue levels in the future.

   The insurance coverage for potential liability, resulting from alleged errors
   and omissions in the professional services provided by MMC, includes elements
   of both risk retention and risk transfer. MMC believes it has adequately
   reserved for the self-insurance portion of the contingencies. Payments
   related to the respective self-insured layers are made as legal fees are
   incurred and claims are resolved and generally extend over a considerable
   number of years. The amounts paid in that regard vary in relation to the
   severity of the claims and the number of claims active in any particular
   year. The long-term portion of this liability is included in Other
   liabilities in the Consolidated Balance Sheets.

   Although the ultimate outcome of matters related to alleged errors and
   omissions cannot be ascertained and liabilities in indeterminate amounts may
   be imposed on MMC and its subsidiaries, on the basis of present information,
   it is the opinion of MMC's management that the disposition or ultimate
   determination of such claims, lawsuits or proceedings should not have a
   material adverse effect on MMC's consolidated financial position or cash
   flows, but may be material to MMC's operating results in any particular
   period.

   MANAGEMENT'S DISCUSSION OF CRITICAL
   ACCOUNTING POLICIES
   The preparation of financial statements in conformity with accounting
   principles generally accepted in the United States ("GAAP") requires
   management to make estimates and judgments that affect reported amounts of
   assets, liabilities, revenue and expenses, and disclosure of contingent
   assets and liabilities. Management considers the policies discussed below to
   be critical to understanding MMC's financial statements because their
   application places the most significant demands on management's judgment,
   and estimation about the effect of matters that are inherently uncertain.
   Actual results may differ from those estimates.

   LEGAL AND OTHER LOSS CONTINGENCIES
   MMC and its subsidiaries are subject to various claims, lawsuits and
   proceedings consisting principally of alleged errors and omissions in
   connection with the placement of insurance or reinsurance and in rendering
   investment and consulting services. GAAP requires that liabilities for
   contingencies be recorded when it is probable that a liability has been
   incurred before the balance sheet date and the amount can be reasonably
   estimated. Significant management judgment is required to comply with this
   guidance. MMC analyzes its litigation exposure based on available
   information, including consultation with outside counsel handling the defense
   of these matters, to assess its potential liability.

   RETIREMENT BENEFITS
   MMC maintains qualified and non-qualified defined benefit pension plans for
   its U.S. and non-U.S. eligible employees. MMC's policy for funding its tax
   qualified defined benefit retirement plans is to contribute amounts at least
   sufficient to meet the funding requirements set forth in U.S. and
   international laws.

   The determination of net periodic pension cost is based on a number of
   actuarial assumptions, including an expected long-term rate of return on plan
   assets, the discount rate and assumed rate of salary increase. Significant
   assumptions used in the calculation of net periodic pension costs and pension
   liabilities are disclosed in Note 7 to the Consolidated Financial Statements.
   MMC believes the assumptions for each plan are reasonable and appropriate and
   will continue to evaluate actuarial assumptions at least annually and adjust
   as appropriate. Pension expense in 2003 increased by $17 million compared
   with 2002. Based on its current assumptions, MMC expects pension expense to
   increase by approximately $70 million in 2004 and currently expects to
   contribute approximately $180 million to the plans during the year.

   Future pension expense or credits will depend on plan provisions, future
   investment performance, future assumptions, and various other factors related
   to the populations participating in the pension plans. Holding all other
   assumptions constant, a half-percentage point change in the rate of return
   and discount rate assumptions would affect net periodic pension cost for the
   U.S. and U.K. plans, which comprise approximately 90% of total pension plan
   liabilities, as follows:

================================================================================
                                   0.5 Percentage          0.5 Percentage
                                   Point Increase          Point Decrease
                                   ---------------------------------------------
   (IN MILLIONS OF DOLLARS)        U.S.         U.K.       U.S.       U.K.
- --------------------------------------------------------------------------------
   Assumed Rate of Return          $(13)       $(16)       $13        $16
   Discount Rate                   $ (7)       $(18)       $17        $38
================================================================================

   Changing the discount rate and leaving the other assumptions constant, may
   not be representative of the impact on expense because the long-term rates of
   inflation and salary increases are correlated with the discount rate.

   MMC contributes to certain health care and life insurance benefits provided
   to its retired employees. The cost of these postretirement benefits for
   employees in the United States is accrued during the period up to the date
   employees are eligible to retire, but is funded by MMC as incurred. This
   postretirement liability is included in Other liabilities in the Consolidated
   Balance Sheets. The key assumptions and sensitivity to changes in the assumed
   health care cost trend rate are discussed in Note 7 to the Consolidated
   Financial Statements.


                                       28


   INCOME TAXES
   MMC records the estimated future tax effects of temporary differences between
   the tax basis of assets and liabilities and amounts recorded in the
   Consolidated Balance Sheets, as well as operating losses and tax credit
   carryforwards. MMC bases its estimate of deferred tax assets and liabilities
   on current laws and rates and in certain cases, business plans and other
   expectations about future outcomes. Changes in existing tax laws and rates
   and future business results may affect the amount of deferred tax liabilities
   or the valuation of deferred tax assets over time.

   INVESTMENT VALUATION
   MMC holds investments in both public and private companies, as well as
   certain private equity funds managed by MMC Capital. The majority of these
   investments are accounted for as available for sale securities under SFAS No.
   115. Where applicable, certain investments are accounted for under APB
   Opinion No. 18. MMC periodically reviews the carrying value of its
   investments to determine if any valuation adjustments are appropriate under
   the applicable accounting pronouncements. MMC bases its review on the facts
   and circumstances as they relate to each investment. Factors considered in
   determining the fair value of private equity investments include: implied
   valuation of recently completed financing rounds that included sophisticated
   outside investors; performance multiples of comparable public companies;
   restrictions on the sale or disposal of the investments; trading
   characteristics of the securities; and the relative size of MMC's holdings in
   comparison to other private investors and the public market float. In those
   instances where quoted market prices are not available, particularly for
   equity holdings in private companies, or formal restrictions limit the sale
   of securities, significant management judgment is required to determine the
   appropriate value of MMC's investments.

   PREPAID DEALER COMMISSIONS
   Sales commissions paid by MMC to selling brokers at the time of sale of
   back-end load mutual funds (Class B shares) are capitalized and amortized
   over the period that the shareholder is subject to contingent deferred sales
   charge (typically over six years). Distribution fees (12b-1) and contingent
   deferred sales charges are recorded as revenue as earned. Should MMC lose its
   ability to recover prepaid dealer commissions through distribution fees and
   contingent deferred sales charges, the value of the prepaid dealer commission
   asset would immediately decline. MMC periodically reviews the expected
   undiscounted cash flows against the carrying value of the prepaid dealer
   commission balance. If the cash flows are not sufficient to recover the
   carrying value of the asset, the asset is adjusted to fair value. No such
   impairments were recorded in the periods presented and none are expected in
   2004.

   NEW ACCOUNTING PRONOUNCEMENTS
   New accounting pronouncements are discussed in Note 1 to the Consolidated
   Financial Statements.


                                       29



                Marsh & McLennan Companies, Inc. and Subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME



====================================================================================================================================
   For the Years Ended December 31,
   (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE FIGURES)                                  2003                2002                2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  
   Revenue:
         Service revenue                                                           $ 11,488            $ 10,373            $ 10,011
         Investment income (loss)                                                       100                  67                (142)
- -----------------------------------------------------------------------------------------------------------------------------------
               Operating revenue                                                     11,588              10,440               9,869
- -----------------------------------------------------------------------------------------------------------------------------------
   Expense:
         Compensation and benefits                                                    5,926               5,199               4,877
         Other operating expenses                                                     3,166               2,967               3,229
- -----------------------------------------------------------------------------------------------------------------------------------
               Operating expenses                                                     9,092               8,166               8,106
- -----------------------------------------------------------------------------------------------------------------------------------
   Operating income                                                                   2,496               2,274               1,763
   Interest income                                                                       24                  19                  23
   Interest expense                                                                    (185)               (160)               (196)
- -----------------------------------------------------------------------------------------------------------------------------------
   Income before income taxes and minority interest                                   2,335               2,133               1,590
   Income taxes                                                                         770                 747                 599
   Minority interest, net of tax                                                         25                  21                  17
- -----------------------------------------------------------------------------------------------------------------------------------
   Net income                                                                      $  1,540            $  1,365            $    974
====================================================================================================================================
   Basic net income per share                                                      $   2.89            $   2.52            $   1.77
====================================================================================================================================
   Diluted net income per share                                                    $   2.81            $   2.45            $   1.70
====================================================================================================================================
   Average number of shares outstanding--Basic                                          533                 541                 550
====================================================================================================================================
   Average number of shares outstanding--Diluted                                        548                 557                 572
====================================================================================================================================

The accompanying notes are an integral part of these consolidated statements.


                                       30


                Marsh & McLennan Companies, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS



===================================================================================================================================
   December 31,
   (IN MILLIONS OF DOLLARS)                                                                                      2003          2002
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   ASSETS
   Current assets:
         Cash and cash equivalents                                                                           $    665      $    546
- -----------------------------------------------------------------------------------------------------------------------------------
         Receivables
               Commissions and fees                                                                             2,388         2,178
               Advanced premiums and claims                                                                        89           119
               Other                                                                                              342           305
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                2,819         2,602
               Less--allowance for doubtful accounts and cancellations                                           (116)         (124)
- -----------------------------------------------------------------------------------------------------------------------------------
               Net receivables                                                                                  2,703         2,478
         Prepaid dealer commissions--current portion                                                              150           226
         Other current assets                                                                                     383           414
- -----------------------------------------------------------------------------------------------------------------------------------
               Total current assets                                                                             3,901         3,664

   Goodwill and intangible assets                                                                               5,797         5,404
   Fixed assets, net                                                                                            1,389         1,308
   Long-term investments                                                                                          648           578
   Prepaid dealer commissions                                                                                     114           292
   Prepaid pension                                                                                              1,199         1,071
   Other assets                                                                                                 2,005         1,538
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             $ 15,053      $ 13,855
===================================================================================================================================
   LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
         Short-term debt                                                                                     $    447      $    543
         Accounts payable and accrued liabilities                                                               1,511         1,406
         Accrued compensation and employee benefits                                                             1,693         1,568
         Accrued income taxes                                                                                     272           194
         Dividends payable                                                                                        166           152
- -----------------------------------------------------------------------------------------------------------------------------------
               Total current liabilities                                                                        4,089         3,863
- -----------------------------------------------------------------------------------------------------------------------------------
   Fiduciary liabilities                                                                                        4,228         4,010
   Less--cash and investments held in a fiduciary capacity                                                     (4,228)       (4,010)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   --            --
   Long-term debt                                                                                               2,910         2,891
- -----------------------------------------------------------------------------------------------------------------------------------
   Other liabilities                                                                                            2,603         2,083
- -----------------------------------------------------------------------------------------------------------------------------------
   Commitments and contingencies
- -----------------------------------------------------------------------------------------------------------------------------------
   Stockholders' equity:
         Preferred stock, $1 par value, authorized 6,000,000 shares, none issued                                   --            --
         Common stock, $1 par value, authorized 1,600,000,000 shares,
               issued 560,641,640 shares in 2003 and 2002                                                         561           561
         Additional paid-in capital                                                                             1,301         1,426
         Retained earnings                                                                                      5,386         4,490
         Accumulated other comprehensive loss                                                                    (279)         (452)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                6,969         6,025
         Less--treasury shares at cost, 33,905,497 shares in 2003 and 22,441,817 shares in 2002                (1,518)       (1,007)
- -----------------------------------------------------------------------------------------------------------------------------------
                Total stockholders' equity                                                                      5,451         5,018
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             $ 15,053      $ 13,855
===================================================================================================================================

The accompanying notes are an integral part of these consolidated statements.


                                       31


                Marsh & McLennan Companies, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



===================================================================================================================================
   For the Years Ended December 31,
   (IN MILLIONS OF DOLLARS)                                                                          2003         2002         2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
   Operating cash flows:
         Net income                                                                               $ 1,540      $ 1,365      $   974
         Adjustments to reconcile net income to cash generated from operations:
               Depreciation of fixed assets and capitalized software                                  349          324          325
               Amortization of intangible assets                                                       42           35          195
               Provision for deferred income taxes                                                     90          176          (67)
               (Gains) losses on investments                                                         (100)         (67)         142
         Changes in assets and liabilities:
               Net receivables                                                                       (199)         215          122
               Prepaid dealer commissions                                                             254          317          289
               Other current assets                                                                  (110)         (96)           9
               Other assets                                                                          (467)        (554)        (283)
               Accounts payable and accrued liabilities                                                23          135         (190)
               Accrued compensation and employee benefits                                             125            4         (199)
               Accrued income taxes                                                                    85         (445)         394
               Other liabilities                                                                      135         (123)        (248)
               Effect of exchange rate changes                                                        100           51           (3)
- -----------------------------------------------------------------------------------------------------------------------------------
               Net cash generated from operations                                                   1,867        1,337        1,460
- -----------------------------------------------------------------------------------------------------------------------------------
   Financing cash flows:
         Net (decrease) increase in commercial paper                                                 (817)        (484)         410
         Proceeds from issuance of debt                                                               800          791           23
         Other repayments of debt                                                                     (55)         (25)         (26)
         Purchase of treasury shares                                                               (1,195)      (1,184)        (763)
         Issuance of common stock                                                                     573          490          387
         Dividends paid                                                                              (631)        (593)        (567)
- -----------------------------------------------------------------------------------------------------------------------------------
               Net cash used for financing activities                                              (1,325)      (1,005)        (536)
- -----------------------------------------------------------------------------------------------------------------------------------
   Investing cash flows:
         Additions to fixed assets and capitalized software                                          (436)        (423)        (433)
         Proceeds from sales and insurance recoveries related to fixed assets                           8           18          182
         Acquisitions                                                                                (178)         (92)         (53)
         Other, net                                                                                   136          167         (312)
- -----------------------------------------------------------------------------------------------------------------------------------
               Net cash used for investing activities                                                (470)        (330)        (616)
- -----------------------------------------------------------------------------------------------------------------------------------
   Effect of exchange rate changes on cash and cash equivalents                                        47            7          (11)
- -----------------------------------------------------------------------------------------------------------------------------------

   Increase in cash and cash equivalents                                                              119            9          297

   Cash and cash equivalents at beginning of year                                                     546          537          240
- -----------------------------------------------------------------------------------------------------------------------------------
   Cash and cash equivalents at end of year                                                       $   665      $   546      $   537
===================================================================================================================================

The accompanying notes are an integral part of these consolidated statements.


                                       32


                Marsh & McLennan Companies, Inc. and Subsidiaries
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME


===================================================================================================================================
   For the Years Ended December 31,
   (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE FIGURES)                                                  2003        2002        2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
   COMMON STOCK
   Balance, beginning of year                                                                       $   561     $   561     $   559
   Issuance of shares under stock compensation plans and
         employee stock purchase plans                                                                   --          --           2
- -----------------------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                                             $   561     $   561     $   561
- -----------------------------------------------------------------------------------------------------------------------------------
   ADDITIONAL PAID-IN CAPITAL
   Balance, beginning of year                                                                       $ 1,426     $ 1,620     $ 1,637
   Acquisitions                                                                                           2          --           5
   Issuance of shares under stock compensation plans and
         employee stock purchase plans and related tax benefits                                        (127)       (194)        (22)
- -----------------------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                                             $ 1,301     $ 1,426     $ 1,620
- -----------------------------------------------------------------------------------------------------------------------------------

   RETAINED EARNINGS
   Balance, beginning of year                                                                       $ 4,490     $ 3,723     $ 3,323
   Net income(a)                                                                                      1,540       1,365         974
   Dividends declared--(per share amounts:
         $1.21 in 2003, $1.11 in 2002 and $1.05 in 2001)                                               (644)       (598)       (574)
- -----------------------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                                             $ 5,386     $ 4,490     $ 3,723
- -----------------------------------------------------------------------------------------------------------------------------------

   ACCUMULATED OTHER COMPREHENSIVE LOSS
   Balance, beginning of year                                                                       $  (452)    $  (227)    $  (149)
   Foreign currency translation adjustments(b)                                                          302         131         (34)
   Unrealized investment holding gains (losses), net of reclassification adjustments(c)                  76        (106)        (44)
   Minimum pension liability adjustment(d)                                                             (201)       (257)          2
   Net deferred (loss) gain on cash flow hedges(e)                                                       (4)          7          (2)
- -----------------------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                                             $  (279)    $  (452)    $  (227)
- -----------------------------------------------------------------------------------------------------------------------------------

   TREASURY SHARES
   Balance, beginning of year                                                                       $(1,007)    $  (504)    $  (142)
   Purchase of treasury shares                                                                       (1,209)     (1,184)       (763)
   Acquisitions                                                                                          16          10          10
   Issuance of shares under stock compensation plans and
         employee stock purchase plans                                                                  682         671         391
- -----------------------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                                             $(1,518)    $(1,007)    $  (504)
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                                          $ 5,451     $ 5,018     $ 5,173
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME (a+b+c+d+e)                                                              $ 1,713     $ 1,140     $   896
===================================================================================================================================

The accompanying notes are an integral part of these consolidated statements.


                                       33

                Marsh & McLennan Companies, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  1 Summary of Significant Accounting Policies

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

   NATURE OF OPERATIONS: Marsh & McLennan Companies, Inc. ("MMC"), a
   professional services firm, is organized based on the different services that
   it offers. Under this organizational structure, MMC operates in three
   principal business segments: risk and insurance services, investment
   management and consulting. The risk and insurance services segment provides
   risk management and insurance broking, reinsurance broking and insurance
   program management services for businesses, public entities, insurance
   companies, associations, professional services organizations, and private
   clients. It also provides services principally in connection with
   originating, structuring and managing investments, primarily in the insurance
   and financial services industries. The investment management segment
   primarily provides securities investment advisory and management services and
   administrative services for a group of publicly held investment companies and
   institutional accounts. The consulting segment provides advice and services
   to the managements of organizations primarily in the areas of retirement
   services, human capital, health care and group benefit programs, management
   consulting, organizational change and organizational design, economic
   consulting, and corporate identity.

   PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial
   statements include all wholly-owned and majority-owned subsidiaries. All
   significant intercompany transactions and balances have been eliminated.

   FIDUCIARY ASSETS AND LIABILITIES: In its capacity as an insurance broker or
   agent, MMC collects premiums from insureds and, after deducting its
   commissions, remits the premiums to the respective insurance underwriters.
   MMC also collects claims or refunds from underwriters on behalf of insureds.
   Unremitted insurance premiums and claims are held in a fiduciary capacity.
   Interest income on these fiduciary funds, included in service revenue,
   amounted to $114 million in 2003, $118 million in 2002, and $165 million in
   2001. Since fiduciary assets are not available for corporate use, they are
   shown in the balance sheet as an offset to fiduciary liabilities.

   Net uncollected premiums and claims and the related payables were $11.5
   billion and $11.7 billion at December 31, 2003 and 2002, respectively. MMC is
   not a principal to the contracts under which the right to receive premiums or
   the right to receive reimbursement of insured losses arises. Net uncollected
   premiums and claims and the related payables are, therefore, not assets and
   liabilities of MMC and are not included in the accompanying Consolidated
   Balance Sheets.

   In certain instances, MMC advances premiums, refunds or claims to insurance
   underwriters or insureds prior to collection. These advances are made from
   corporate funds and are reflected in the accompanying Consolidated Balance
   Sheets as receivables.

   REVENUE: Risk and Insurance Services revenue includes insurance commissions,
   fees for services rendered, market service revenue from insurance carriers,
   and interest income on fiduciary funds. Revenue also includes compensation
   for services provided in connection with the organization, structuring and
   management of insurance, financial and other industry-focused investments, as
   well as appreciation or depreciation that has been recognized on holdings in
   such investments. Insurance commissions and fees for risk transfer services
   generally are recorded as of the effective date of the applicable policies
   or, in certain cases (primarily in MMC's reinsurance and London market
   operations), as of the effective date or billing date, whichever is later.
   Commissions are net of policy cancellation reserves, which are estimated
   based on historic and current data on cancellations. Fees for non-risk
   transfer services provided to clients are recognized over the period in which
   the services are provided or on a percentage of completion basis. Fees
   resulting from achievement of certain performance thresholds are recorded
   when such levels are attained and such fees are not subject to forfeiture.

   Investment Management revenue is derived primarily from investment management
   fees and 12b-1 fees. Investment management fees are recognized as services
   are provided. Mutual fund distribution fees are recognized over the period in
   which the fees can be collected from the related funds, or when a contingent
   deferred sales charge is triggered by a redemption. Sales of mutual fund
   shares are recorded on a settlement date basis and commissions thereon are
   recorded on a trade date basis. Fees resulting from achievement of specified
   performance thresholds are recorded when such levels are attained and such
   fees are not subject to forfeiture.

   Consulting revenue includes fees paid by clients for advice and services and
   commissions from insurance companies for the placement of individual and
   group contracts. Fee revenue is recognized as services are provided based on
   the amount of time consulting professionals expend on the engagement plus
   out-of-pocket expenses, or on a percentage of completion basis for
   engagements with contractual fixed fees. Insurance commissions are recorded
   as of the effective date of the applicable policies.

   CASH AND CASH EQUIVALENTS: Cash and cash equivalents primarily consist of
   certificates of deposit and time deposits, generally with original maturities
   of three months or less.

   FIXED ASSETS: Fixed assets are stated at cost less accumulated depreciation
   and amortization. Expenditures for improvements are capitalized. Upon sale or
   retirement, the cost and related accumulated depreciation and amortization
   are removed from the accounts and any gain or loss is reflected in income.
   Expenditures for maintenance and repairs are charged to operations as
   incurred.

   Depreciation of buildings, building improvements, furniture, and equipment is
   provided on a straight-line basis over the estimated useful lives of these
   assets. Leasehold improvements are amortized on a straight-line basis over
   the periods covered by the applicable leases or the estimated useful life of
   the improvement, whichever is less. MMC periodically reviews long-lived
   assets for impairment whenever events or changes indicate that the carrying
   value of assets may not be recoverable.

   The components of fixed assets are as follows:

================================================================================
   December 31,
   (IN MILLIONS OF DOLLARS)                                 2003           2002
- -------------------------------------------------------------------------------
   Furniture and equipment                               $ 1,510        $ 1,323
   Land and buildings                                        445            466
   Leasehold and building improvements                       882            794
- -------------------------------------------------------------------------------
                                                           2,837          2,583
   Less--accumulated depreciation
      and amortization                                    (1,448)        (1,275)
- -------------------------------------------------------------------------------
                                                         $ 1,389        $ 1,308
================================================================================


                                       34


   INVESTMENT SECURITIES: MMC holds investments in both public and private
   companies, as well as certain private equity funds (managed by MMC Capital
   and T.H. Lee) and seed shares for mutual funds. Publicly traded investments
   are classified as available for sale or trading securities in accordance with
   SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
   Securities" ("SFAS 115"), and carried at market value. Non-publicly traded
   investments are carried at cost in accordance with APB Opinion No. 18 ("APB
   18"). Changes in the fair value of trading securities are recorded in
   earnings when they occur. Changes in the fair value of available for sale
   securities are recorded in shareholders' equity, net of applicable taxes,
   until realized. Securities classified as trading or available for sale under
   SFAS 115, or carried at cost under APB 18, are included in Long-term
   investments in the Consolidated Balance Sheets.

   Certain investments, primarily investments in private equity funds, are
   accounted for using the equity method under APB 18. The underlying private
   equity funds follow investment company accounting, where securities within
   the fund are carried at fair value. MMC records its proportionate share of
   the change in fair value of the funds in earnings when they occur. Securities
   recorded using the equity method are included in Other assets in the
   Consolidated Balance Sheets.

   Gains or losses recognized in earnings from the investment securities
   described above are included in Investment income (loss) in the Consolidated
   Statements of Income. Costs related to management of MMC's investments,
   including incentive compensation partially derived from investment income and
   loss, are recorded in operating expenses.

   GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill represents acquisition costs
   in excess of the fair value of net assets acquired. Goodwill is reviewed at
   least annually for impairment. Other intangible assets that are not deemed to
   have an indefinite life are amortized over their estimated lives and reviewed
   for impairment upon the occurrence of certain triggering events in accordance
   with applicable accounting literature.

   PREPAID DEALER COMMISSIONS: Essentially all of the mutual funds marketed by
   MMC's investment management segment are made available with a contingent
   deferred sales charge in lieu of a front-end load. The related prepaid dealer
   commissions, initially paid by MMC to broker/dealers for distributing such
   funds, can be recovered through charges and fees received over a number of
   years. The prepaid dealer commissions are amortized on a straight-line basis
   over a period not to exceed six years. If early terminations result in the
   recognition of contingent deferred sales charges, the amortization of prepaid
   dealer commissions is accelerated accordingly. MMC assesses the
   recoverability of prepaid dealer commissions by comparing the expected future
   cash flows with recorded balances.

   CAPITALIZED SOFTWARE COSTS: MMC capitalizes certain costs to develop,
   purchase, or modify software for the internal use of MMC. These costs are
   amortized on a straight-line basis over periods ranging from three to ten
   years. Computer software costs of $255 million and $237 million, net of
   accumulated amortization of $372 million and $275 million at December 31,
   2003 and 2002, respectively, are included in Other assets in the Consolidated
   Balance Sheets.

   INCOME TAXES: Income taxes provided reflect the current and deferred tax
   consequences of events that have been recognized in MMC's financial
   statements or tax returns. U.S. Federal income taxes are provided on
   unremitted foreign earnings except those that are considered permanently
   reinvested, which at December 31, 2003 amounted to approximately $1.6
   billion. However, if these earnings were not considered permanently
   reinvested, the incremental tax liability which otherwise might be due upon
   distribution, net of foreign tax credits, would be approximately $150
   million.

   DERIVATIVE INSTRUMENTS: All derivatives, whether designated in hedging
   relationships or not, are recorded on the balance sheet at fair value. If the
   derivative is designated as a fair value hedge, the changes in the fair value
   of the derivative and of the hedged item attributable to the hedged risk are
   recognized in earnings. If the derivative is designated as a cash flow hedge,
   the effective portions of changes in the fair value of the derivative are
   recorded in other comprehensive income and are recognized in the income
   statement when the hedged item affects earnings. Ineffective portions of
   changes in the fair value of cash flow hedges are recognized in earnings.

   CONCENTRATIONS OF CREDIT RISK: Financial instruments which potentially
   subject MMC to concentrations of credit risk consist primarily of cash and
   cash equivalents and commissions and fees receivable. MMC maintains a policy
   providing for the diversification of cash and cash equivalent investments and
   places its investments in an extensive number of high quality financial
   institutions to limit the amount of credit risk exposure. Concentrations of
   credit risk with respect to receivables are generally limited due to the
   large number of clients and markets in which MMC does business, as well as
   the dispersion across many geographic areas.

   PER SHARE DATA: Basic net income per share is calculated by dividing net
   income by the weighted average number of shares of MMC's common stock
   outstanding. Diluted net income per share is calculated by reducing net
   income for the potential minority interest expense associated with unvested
   shares under the Putnam Equity Partnership Plan, discussed further in Note 8,
   and adding back dividend equivalent expense related to common stock
   equivalents. This result is then divided by the weighted average common
   shares outstanding, which have been adjusted for the dilutive effect of
   potentially issuable common shares. The following reconciles net income to
   net income for diluted earnings per share and basic weighted average common
   shares outstanding to diluted weighted average common shares outstanding:




===================================================================================================================================
   For the Years Ended December 31,
   (IN MILLIONS)                                                                                       2003         2002       2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
   Net income                                                                                       $ 1,540      $ 1,365     $  974
   Less: Potential minority interest expense associated with Putnam Class B Common Shares                (1)          (2)        (6)
- -----------------------------------------------------------------------------------------------------------------------------------
   Add: Dividend equivalent expense related to common stock equivalents                                   2            2          2
- -----------------------------------------------------------------------------------------------------------------------------------
   Net income for diluted earnings per share                                                        $ 1,541      $ 1,365     $  970
===================================================================================================================================

   Basic weighted average common shares outstanding                                                     533          541        550
   Dilutive effect of potentially issuable common shares                                                 15           16         22
- -----------------------------------------------------------------------------------------------------------------------------------
   Diluted weighted average common shares outstanding                                                   548          557        572
===================================================================================================================================
   Average stock price used to calculate common stock equivalents                                   $ 46.99      $ 48.95     $50.48
===================================================================================================================================



                                       35



   ESTIMATES: The preparation of financial statements in conformity with
   accounting principles generally accepted in the United States requires
   management to make estimates and assumptions that affect the reported amounts
   of assets and liabilities and disclosure of assets and liabilities at the
   date of the financial statements, and the reported amounts of revenues and
   expenses during the reporting period. Actual results may vary from those
   estimates.

   NEW ACCOUNTING PRONOUNCEMENTS: FASB Interpretation No. 46 (revised December
   2003), "Consolidation of Variable Interest Entities", ("FIN 46") was issued
   on December 24, 2003 and is effective for the first interim or annual period
   ending after December 15, 2003. FIN 46 interprets Accounting Research
   Bulletin No. 51, "Consolidated Financial Statements" and addresses
   consolidation by business enterprises qualifying as variable interest
   entities ("VIE"). FIN 46 defines a VIE as a corporation, partnership, trust,
   or other legal structure used for business purposes that either (a) does not
   have equity investors with voting rights or (b) has equity investors that do
   not provide sufficient financial resources for the entity to support its
   activities. The implementation of FIN 46 did not have material impact on
   MMC's consolidated results of operations, financial position or cash flows.

   MMC through Putnam, manages $3.3 billion in the form of Collateralized Debt
   Obligations ("CDO") and Collateralized Bond Obligations ("CBO"). The CDOs and
   CBOs were created prior to January 31, 2003. Separate limited liability
   companies were established to issue the notes and to hold the underlying
   collateral, which consists of high-yield bonds and other securities. Putnam
   serves as the collateral manager for the CDOs and CBOs. The maximum loss
   exposure related to the CDOs and CBOs is limited to Putnam's investment
   totaling $5.5 million, reflected in Long-term investments in the Consolidated
   Balance Sheets at December 31, 2003. MMC has concluded it is not the primary
   beneficiary of these structures under FIN 46.

   RECLASSIFICATIONS: Certain reclassifications have been made to the prior year
   amounts to conform with current year presentation.


     2 Supplemental Disclosure to the Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------

The following schedule provides additional information concerning acquisitions,
interest and income taxes paid:



===================================================================================================================================
   For the Years Ended December 31,
   (IN MILLIONS OF DOLLARS)                                                            2003                2002                2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Purchase acquisitions:
      Assets acquired, excluding cash                                                 $ 408               $  99               $  79
      Liabilities assumed                                                                (9)                 (2)                 --
      Issuance of debt and other obligations                                           (115)                 (5)                (10)
- -----------------------------------------------------------------------------------------------------------------------------------
      Shares issuable                                                                  (106)                 --                 (16)
   Net cash outflow for acquisitions                                                  $ 178               $  92               $  53
===================================================================================================================================
   Interest paid                                                                      $ 172               $ 154               $ 192
   Income taxes paid                                                                  $ 542               $ 931               $ 175
===================================================================================================================================


                       3 Other Comprehensive Income (Loss)
- --------------------------------------------------------------------------------

The components of other comprehensive income (loss) are as follows:



===================================================================================================================================
   For the Years Ended December 31,
   (IN MILLIONS OF DOLLARS)                                                                                    2003    2002    2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Foreign currency translation adjustments                                                                   $ 302   $ 131   $ (34)
   Unrealized investment holding gains (losses), net of income tax liability (benefit) of $54, $(35) and
      $(60) in 2003, 2002 and 2001, respectively                                                                 98     (70)   (116)
   Less: Reclassification adjustment for realized (gains) losses included in net income, net
      of income tax (liability) benefit of $(12), $(21) and $39 in 2003, 2002 and 2001, respectively            (22)    (36)     72
   Minimum pension liability adjustment, net of income tax (benefit) liability of $(77) in 2003,
      $(110) in 2002, and $3 in 2001                                                                           (201)   (257)      2
   Deferred (loss) gain on cash flow hedges, net of income tax (benefit) liability of $(2), $3 and
      $(1) in 2003, 2002 and 2001, respectively                                                                  (4)      7      (2)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              $ 173   $(225)  $ (78)
===================================================================================================================================


The components of accumulated other comprehensive loss, net of taxes, are as
follows:



===================================================================================================================================
   December 31,
   (IN MILLIONS OF DOLLARS)                                                                                    2003            2002
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
   Foreign currency translation adjustments                                                                    $ 10           $(292)
   Net unrealized investment gains                                                                              196             120
   Minimum pension liability adjustment                                                                        (486)           (285)
   Net deferred gain on cash flow hedges                                                                          1               5
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              $(279)          $(452)
===================================================================================================================================



                                       36



                                 4 Acquisitions
- --------------------------------------------------------------------------------

   In April 2003, MMC acquired Oliver, Wyman & Company ("OWC") for $265 million
   comprising $159 million in cash, which will be paid over 4 years, and $106
   million in MMC stock. Substantially all former employees of OWC became
   employees of MMC. Approximately $35 million of the purchase consideration is
   subject to continued employment of the selling shareholders and is recorded
   as prepaid compensation. This asset is being amortized as compensation
   expense over four years.

   During 2003, MMC also acquired several insurance and consulting businesses in
   transactions accounted for as purchases for a total cost of $135 million. The
   cost of 2003 acquisitions exceeded the fair value of assets acquired by $307
   million.

   During 2002, MMC acquired several insurance and reinsurance broking,
   consulting and investment management businesses. The transactions were
   accounted for as purchases for a total cost of $99 million. The cost of the
   transactions exceeded the fair value of assets acquired by $42 million.


                        5 Goodwill and Other Intangibles
- --------------------------------------------------------------------------------

   In accordance with SFAS No. 142, MMC discontinued the amortization of
   goodwill effective January 1, 2002. A reconciliation of previously reported
   net income and net income per share to the amounts adjusted for the exclusion
   of goodwill amortization net of the pro forma effect of directly related
   expenses and income taxes is as follows:

================================================================================
   For the Years Ended December 31,
   (IN MILLIONS, EXCEPT PER SHARE FIGURES)          2003         2002       2001
- --------------------------------------------------------------------------------
   Reported net income                            $1,540       $1,365      $ 974
   Net amortization adjustment                        --           --        131
- --------------------------------------------------------------------------------
   Adjusted net income                            $1,540       $1,365     $1,105
   Reported net income
      per share--Basic                            $ 2.89       $ 2.52     $ 1.77
   Adjusted net income
      per share--Basic                            $ 2.89       $ 2.52     $ 2.00
   Reported net income
      per share--Diluted                          $ 2.81       $ 2.45     $ 1.70
   Adjusted net income
      per share--Diluted                          $ 2.81       $ 2.45     $ 1.93
================================================================================

Changes in the carrying amount of goodwill are as follows:

================================================================================
   (IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
   Balance as of January 1, 2003                                          $5,151
   Goodwill acquired                                                         307
   Other adjustments (primarily foreign exchange)                             75
- --------------------------------------------------------------------------------
   Balance as of December 31, 2003                                        $5,533
================================================================================

   The goodwill balance at December 31, 2003 and 2002 includes approximately
   $121 million of equity method goodwill.

   Amortized intangible assets consist of the cost of client lists, client
   relationships and tradenames acquired, and the rights to future revenue
   streams from certain existing private equity funds. MMC has no intangible
   assets with indefinite lives. The gross cost and accumulated amortization by
   major intangible asset class is as follows:



====================================================================================================================================
                                                                           2003                                2002
                                                               -------------------------------     ---------------------------------
                                                                                        NET                                  Net
   December 31,                                                GROSS    ACCUMULATED   CARRYING      Gross   Accumulated    Carrying
   (IN MILLIONS OF DOLLARS)                                     COST    AMORTIZATION   AMOUNT       Cost    Amortization    Amount
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
   Customer and marketing related                               $222        $ 74        $148        $148        $ 50        $ 98
   Future revenue streams related to existing
      private equity funds                                       199          92         107         216          70         146
- ------------------------------------------------------------------------------------------------------------------------------------
   Total amortized intangibles                                  $421        $166        $255        $364        $120        $244
====================================================================================================================================


   Aggregate amortization expense for the years ended December 31, 2003 and
   2002, was $42 million and $35 million, respectively, and the estimated future
   aggregate amortization expense is as follows:

- -------------------------------------------------------------------------------
   For the Years Ending December 31,                                  Estimated
   (IN MILLIONS OF DOLLARS)                                             Expense
- -------------------------------------------------------------------------------
   2004                                                                     $37
   2005                                                                     $36
   2006                                                                     $33
   2007                                                                     $31
   2008                                                                     $29
- -------------------------------------------------------------------------------


                                       37



                                 6 Income Taxes
- --------------------------------------------------------------------------------

   Income before income taxes and minority interest shown below is based on the
   geographic location to which such income is attributable. Although income
   taxes related to such income may be assessed in more than one jurisdiction,
   the income tax provision corresponds to the geographic location of the
   income.

================================================================================
   For the Years Ended December 31,
   (IN MILLIONS OF DOLLARS)                            2003      2002      2001
- -------------------------------------------------------------------------------
   Income before income taxes and minority interest:
      U.S.                                          $ 1,434   $ 1,346   $ 1,070
      Other                                             901       787       520
- -------------------------------------------------------------------------------
                                                    $ 2,335   $ 2,133   $ 1,590
================================================================================
   Income taxes:
      Current--
        U.S. Federal                                $   433   $   424   $   490
        Other national governments                      159       111       131
        U.S. state and local                             88        36        45
- -------------------------------------------------------------------------------
                                                        680       571       666
- -------------------------------------------------------------------------------
      Deferred--
        U.S. Federal                                     45        17      (128)
        Other national governments                       60       130        52
        U.S. state and local                            (15)       29         9
- -------------------------------------------------------------------------------
                                                         90       176       (67)
- -------------------------------------------------------------------------------
   Total income taxes                               $   770   $   747   $   599
================================================================================

   The significant components of deferred income tax assets and liabilities and
   their balance sheet classifications are as follows:

================================================================================
   December 31,
   (IN MILLIONS OF DOLLARS)                                       2003      2002
- --------------------------------------------------------------------------------
   DEFERRED TAX ASSETS:
      Accrued expenses not currently deductible                   $502      $595
      Differences related to non-U.S. operations                   254       206
      Other                                                         29        27
- --------------------------------------------------------------------------------
                                                                  $785      $828
================================================================================
   DEFERRED TAX LIABILITIES:
      Prepaid dealer commissions                                  $ 22      $ 96
      Unrealized investment holding gains                          107        67
      Differences related to non-U.S. operations                   121        87
      Depreciation and amortization                                 83        99
      Accrued retirement benefits                                   48        26
      Other                                                         15         5
- --------------------------------------------------------------------------------
                                                                  $396      $380
================================================================================
   BALANCE SHEET CLASSIFICATIONS:
      Current assets                                              $ 35      $105
      Other assets                                                $354      $343
================================================================================

   A reconciliation from the U.S. Federal statutory income tax rate to MMC's
   effective income tax rate is as follows:

================================================================================
   For the Years Ended
   December 31,                                2003         2002         2001
- --------------------------------------------------------------------------------
   U.S. Federal statutory rate                   35.0%        35.0%        35.0%
   U.S. state and local income
      taxes--net of U.S. Federal
   income tax benefit                             2.0          2.0          2.2
   Differences related to
      non-U.S. operations                        (4.1)        (1.6)        (1.1)
- -------------------------------------------------------------------------------
   Other                                           .1          (.4)         1.6
- -------------------------------------------------------------------------------
   Effective tax rate                            33.0%        35.0%        37.7%
================================================================================

   Taxing authorities periodically challenge positions taken by MMC on its tax
   returns. On the basis of present information, it is the opinion of MMC's
   management that any assessments resulting from current tax audits will not
   have a material adverse effect on MMC's consolidated results of operations or
   its consolidated financial position.


                                       38


                              7 Retirement Benefits
- --------------------------------------------------------------------------------

   MMC maintains qualified and non-qualified defined benefit pension plans for
   its U.S. and non-U.S. eligible employees. MMC's policy for funding its tax
   qualified defined benefit retirement plans is to contribute amounts at least
   sufficient to meet the funding requirements set forth in the U.S. and
   international law.

   The weighted average actuarial assumptions utilized for the U.S. and
   significant non-U.S. defined benefit plans as of the end of the year are as
   follows:



====================================================================================================================================
                                                                                         Pension                  Postretirement
                                                                                         Benefits                    Benefits
                                                                                    -------------------         -------------------
                                                                                     2003         2002          2003           2002
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
   Weighted average assumptions:
   Discount rate (for expense)                                                       6.1%          6.4%          6.6%          7.1%
   Expected return on plan assets                                                    8.5%          8.5%           --            --
   Rate of compensation increase (for expense)                                       3.8%          4.1%           --            --
   Discount rate (for benefit obligation)                                            5.8%          6.1%          6.3%          6.6%
   Rate of compensation increase (for benefit obligation)                            3.7%          3.8%           --            --
====================================================================================================================================


   The long-term rate of return assumption is selected for each plan based on
   the facts and circumstances that exist as of the measurement date, and the
   specific portfolio mix of each plan's assets. MMC utilizes a model developed
   by its actuaries to assist in the setting of this assumption. The model takes
   into account several factors including: actual and target portfolio
   allocation; investment, administrative and trading expenses incurred directly
   by the plan trust; historical portfolio performance; relevant forward-looking
   economic analysis; and expected returns, variances, and correlations for
   different asset classes. All returns utilized and produced by the model are
   geometric averages. These measures are used to determine probabilities using
   standard statistical techniques to calculate a range of expected returns on
   the portfolio. MMC generally does not adjust the rate of return assumption
   from year to year if, at the measurement date, it is within the best estimate
   range, defined as between the 25th and 75th percentile of the expected
   long-term annual returns in accordance with the "American Academy of
   Actuaries Pension Practice Council Note May 2001 Selecting and Documenting
   Investment Return Assumptions" and consistent with Actuarial Standards of
   Practice No. 27. The historical five and ten-year average asset returns of
   each plan are also reviewed to ensure they are consistent and reasonable
   compared with the best estimate range. The expected return on plan assets is
   determined by applying the assumed long-term rate of return to the
   market-related value of plan assets as defined by SFAS No. 87. This
   market-related value recognizes investment gains or losses over a five-year
   period from the year in which they occur. Investment gains or losses for this
   purpose are the difference between the expected return calculated using the
   market-related value of assets and the actual return based on the market
   value of assets.

   Since the market-related value of assets recognizes gains or losses over a
   five-year period, the future market-related value of the assets will be
   impacted as previously deferred gains or losses are recorded.

   The target asset allocation for the U.S. plans is 70% equities and 30% bonds,
   and for the U.K. plans, which comprise approximately 85% of non-U.S. plan
   assets, is 58% equities and 42% bonds. As of the measurement date, the actual
   allocation of assets for the U.S. plan was 74% to equities and 26% to bonds.
   The plan assets for the U.K. plans were allocated approximately 55% to
   equities, 36% to bonds, and 9% to cash. The allocation to cash reflects the
   company's contribution to the plan in December 2003 that had not yet been
   invested in equity or bond securities. Actual portfolio allocations in 2002
   approximated the target allocations. The assets of the company's defined
   benefit plans are well-diversified and are managed in accordance with
   applicable laws and with the goal of maximizing the plans' real return within
   acceptable risk parameters. MMC uses threshold based portfolio rebalancing to
   ensure the actual portfolio remains consistent with target allocations.

   The discount rate selected for each U.S. plan is based on a model bond
   portfolio with durations that match the expected payment patterns of the
   plan. Discount rates for non-U.S. plans are based on appropriate bond indices
   such as the IBoxx (pound) Corporates 15-year index in the U.K. Projected
   compensation increases reflect current expectations as to future levels of
   inflation.

   The components of the net periodic benefit cost (income) for combined U.S.
   and significant non-U.S. defined benefit and other postretirement plans are
   as follows:



====================================================================================================================================
                                                                        Pension Benefits                 Postretirement Benefits
   For the Years Ended December 31,                             -------------------------------        ----------------------------
   (IN MILLIONS OF DOLLARS)                                      2003         2002         2001        2003        2002        2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
   Service cost                                                 $ 192        $ 171        $ 156        $  9        $  7        $  6
   Interest cost                                                  365          337          310          20          19          17
   Expected return on plan assets                                (546)        (519)        (492)         --          --          --
   Amortization of prior service (credit) cost                    (38)         (17)           1          (2)         (2)         (1)
   Amortization of transition asset                                (4)          (5)          (4)         --          --          --
   Recognized actuarial loss (gain)                                26           11          (20)          5           3          --
- -----------------------------------------------------------------------------------------------------------------------------------
   Net Periodic Benefit Cost (Income)                           $  (5)       $ (22)       $ (49)       $ 32        $ 27        $ 22
====================================================================================================================================



                                       39


   The following schedules provide information concerning MMC's U.S. defined
   benefit pension plans and postretirement benefit plans:



===================================================================================================================================
                                                                                            U.S. Pension         U.S. Postretirement
                                                                                              Benefits                 Benefits
   December 31,                                                                       ---------------------------------------------
   (IN MILLIONS OF DOLLARS)                                                              2003          2002        2003        2002
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  
   Change in benefit obligation:
   Benefit obligation at beginning of year                                            $ 2,309       $ 2,307       $ 250       $ 209
   Service cost                                                                            68            67           8           6
   Interest cost                                                                          155           160          17          16
   Actuarial loss                                                                         139           167          23          24
   Benefits paid                                                                         (108)         (119)         (8)         (5)
   Plan amendments                                                                         --          (273)         --          --
- -----------------------------------------------------------------------------------------------------------------------------------
   Benefit obligation at end of year                                                  $ 2,563       $ 2,309       $  29       $ 250
- -----------------------------------------------------------------------------------------------------------------------------------
   Change in plan assets:
   Fair value of plan assets at beginning of year                                     $ 2,045       $ 2,316       $  --       $  --
   Actual return on plan assets                                                           461          (216)         --          --
   Non-qualified plan assets held in segregated trusts                                     --           (80)         --          --
   Employer contributions                                                                  21           144           8           5
   Benefits paid                                                                         (108)         (119)         (8)         (5)
- -----------------------------------------------------------------------------------------------------------------------------------
   Fair value of plan assets at end of year                                           $ 2,419       $ 2,045       $  --       $  --
- -----------------------------------------------------------------------------------------------------------------------------------
   Funded status                                                                      $  (144)      $  (264)      $(290)      $(250)
   Unrecognized net actuarial loss                                                        674           784          65          47
   Unrecognized prior service credit                                                     (222)         (259)         (7)         (9)
   Unrecognized transition asset                                                           (5)          (10)         --          --
- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset (liability) recognized                                                   $   303       $   251       $(232)      $(212)
===================================================================================================================================
   Amounts recognized in the Consolidated Balance Sheets consist of:
   Prepaid benefit cost                                                               $   538       $   475       $  --       $  --
   Accrued benefit liability                                                             (270)         (235)       (232)       (212)
   Accumulated other comprehensive loss                                                    35            11          --          --
- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset (liability) recognized                                                   $   303       $   251       $(232)      $(212)
===================================================================================================================================
   Accumulated benefit obligation at December 31                                      $ 2,399       $ 2,154       $  --       $  --
===================================================================================================================================



                                       40


   The weighted average actuarial assumptions utilized in determining the above
   amounts for the U.S. defined benefit and other U.S. postretirement plans as
   of the end of the year are as follows:



===================================================================================================================================
                                                                                     U.S. Pension               U.S. Postretirement
                                                                                       Benefits                       Benefits
                                                                                  --------------------          -------------------
                                                                                  2003           2002           2003           2002
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
   Weighted average assumptions:
   Discount rate (for expense)                                                    6.75%          7.25%          6.75%          7.25%
   Expected return on plan assets                                                 8.75%          8.75%           --             --
   Rate of compensation increase (for expense)                                    3.5%           4.0%            --             --
   Discount rate (for benefit obligation)                                         6.4%           6.75%          6.4%           6.75%
   Rate of compensation increase (for benefit obligation)                         3.15%          3.5%            --             --
===================================================================================================================================


   The U.S. defined benefit pension plans do not have any direct or indirect
   ownership of MMC stock. Plan assets of approximately $1.8 billion and $1.5
   billion at December 31, 2003 and 2002, respectively, were managed by Putnam,
   which includes both separately managed and publicly available investment
   funds.

   The assets and liabilities of the U.S. defined benefit pension plans were
   re-measured at July 1, 2002 to reflect a change in substantive plans as
   defined by SFAS No. 87, "Employers' Accounting for Pensions" and a reduction
   of the expected rate of return on plan assets to 9.25% from 10%.
   Discretionary cost of living increases have been excluded from the
   substantive plans for accounting purposes because MMC no longer has the
   intention of granting such increases. The change in the substantive plans
   reduced the projected benefit obligation by approximately $273 million.

   The projected benefit obligation, accumulated benefit obligation, and fair
   value of plan assets for the U.S. pension plans with accumulated benefit
   obligations in excess of plan assets were $290 million, $266 million and $0,
   respectively, as of December 31, 2003 and $261 million, $231 million and $0
   million, respectively, as of December 31, 2002.



   The components of the net periodic benefit cost (income) for the U.S. defined
   benefit and other postretirement benefit plans are as follows:



===================================================================================================================================
                                                                    U.S. Pension Benefits             U.S. Postretirement Benefits
   For the Years Ended December 31,                              -----------------------------        -----------------------------
   (IN MILLIONS OF DOLLARS)                                      2003         2002         2001        2003        2002        2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
   Service cost                                                 $  68        $  67        $  63        $  8        $  6        $  5
   Interest cost                                                  155          160          154          17          16          15
   Expected return on plan assets                                (229)        (241)        (238)         --          --          --
   Amortization of prior service (credit) cost                    (38)         (17)           1          (2)         (2)         (1)
   Amortization of transition asset                                (4)          (5)          (4)         --          --          --
   Recognized actuarial loss (gain)                                18            9          (18)          5           3          --
- -----------------------------------------------------------------------------------------------------------------------------------
   Net Periodic Benefit Cost (Income)                           $ (30)       $ (27)       $ (42)       $ 28        $ 23        $ 19
===================================================================================================================================


   The assumed health care cost trend rate was approximately 12% in 2003
   gradually declining to 5% in the year 2019. Assumed health care cost trend
   rates have a significant effect on the amounts reported for the U.S. health
   care plans. A one percentage point change in assumed health care cost trend
   rates would have the following effects:



===================================================================================================================================
                                                                                                1 Percentage         1 Percentage
   (IN MILLIONS OF DOLLARS)                                                                     Point Increase       Point Decrease
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
   Effect on total of service and interest cost components                                           $ 4                  $ (3)
   Effect on postretirement benefit obligation                                                       $44                  $(36)
===================================================================================================================================



   In December 2003, the Medicare Prescription Drug, Improvement and
   Modernization Act of 2003 ("Act") became law. MMC has elected to defer the
   effects of this Act, therefore the measures of accumulated postretirement
   benefit obligation and net periodic postretirement benefit cost do not
   reflect the effects of the Act. Specific authoritative guidance for the
   federal subsidy is pending, and the issued guidance could require MMC to
   change previously reported information.


                                       41


   The following schedules provide information concerning MMC's significant
   non-U.S. defined benefit pension plans and non-U.S. postretirement benefit
   plans:



====================================================================================================================================
                                                                                Non-U.S. Pension             Non-U.S. Postretirement
                                                                                    Benefits                         Benefits
   December 31,                                                                ----------------------          -------------------
   (IN MILLIONS OF DOLLARS)                                                    2003             2002           2003          2002
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 
   Change in benefit obligation:
   Benefit obligation at beginning of year                                   $ 3,660          $ 2,997          $ 52          $ 41
   Service cost                                                                  124              104             1             1
   Interest cost                                                                 210              177             3             3
   Employee contributions                                                         27               19            --            --
   Actuarial loss (gain)                                                         325              173            (2)            6
   Benefits paid                                                                (141)            (123)           (2)           (2)
   Foreign currency changes                                                      466              313             6             3
   Plan amendments                                                                (5)              --            (3)           --
- ----------------------------------------------------------------------------------------------------------------------------------
   Benefit obligation at end of year                                         $ 4,666          $ 3,660          $ 55          $ 52
- ----------------------------------------------------------------------------------------------------------------------------------
   Change in plan assets:
   Fair value of plan assets at beginning of year                            $ 2,918          $ 2,730          $ --          $ --
   Actual return on plan assets                                                  380             (271)           --            --
   Effect of settlement                                                           (4)              (8)           --            --
   Company contributions                                                         366              316             2             2
   Employee contributions                                                         27               19            --            --
   Benefits paid                                                                (141)            (123)           (2)           (2)
   Foreign currency changes                                                      388              255            --            --
- ----------------------------------------------------------------------------------------------------------------------------------
   Fair value of plan assets at end of year                                  $ 3,934          $ 2,918          $ --          $ --
- ----------------------------------------------------------------------------------------------------------------------------------
   Funded status                                                             $  (732)         $  (742)         $(55)         $(52)
   Unrecognized net actuarial loss                                             1,655            1,241             8             9
   Unrecognized prior service cost                                                10               10            (3)           --
- ----------------------------------------------------------------------------------------------------------------------------------
   Net asset (liability) recognized                                          $   933          $   509          $(50)         $(43)
====================================================================================================================================
   Amounts recognized in the Balance Sheet consist of:
   Prepaid benefit cost                                                      $   645          $   526          $ --          $ --
   Accrued benefit liability                                                    (374)            (420)          (50)          (43)
   Intangible asset                                                                8                9            --            --
   Accumulated other comprehensive loss                                          654              394            --            --
- ----------------------------------------------------------------------------------------------------------------------------------
   Net asset (liability) recognized                                          $   933          $   509          $(50)         $(43)
====================================================================================================================================

   Accumulated benefit obligation at December 31                             $ 4,126          $ 3,202          $ --          $ --
====================================================================================================================================
   Weighted average assumptions:
   Discount rate (for expense)                                                   5.7%             5.8%          5.9%          6.2%
   Expected return on plan assets                                                8.3%             8.3%           --            --
   Rate of compensation increase (for expense)                                   4.0%             4.2%           --            --
   Discount rate (for benefit obligation)                                        5.4%             5.7%          5.7%          5.9%
   Rate of compensation increase (for benefit obligation)                        4.0%             4.0%           --            --
====================================================================================================================================



                                       42


   The benefit obligation, accumulated benefit obligation, and fair value of
   plan assets for the non-U.S. pension plans with accumulated benefit
   obligations in excess of plan assets were $2,628 million, $2,383 million and
   $2,016 million, respectively, as of December 31, 2003 and $2,074 million,
   $1,850 million and $1,489 million, respectively, as of December 31, 2002.

   The components of the net periodic benefit cost for the non-U.S. defined
   benefit and other postretirement benefit plans and the curtailment,
   settlement and termination expenses under SFAS 88 are as follows:




====================================================================================================================================
                                                                                                                   Non-U.S.
                                                                    Non-U.S. Pension Benefits              Postretirement Benefits
   For the Years Ended December 31,                            -----------------------------------       ---------------------------
   (IN MILLIONS OF DOLLARS)                                     2003           2002           2001        2003       2002       2001
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
   Service cost                                                $ 124          $ 104          $  93          $1         $1         $1
   Interest cost                                                 210            177            156           3          3          2
   Expected return on plan assets                               (317)          (278)          (254)         --         --         --
   Recognized actuarial loss (gain)                                8              2             (2)         --         --         --
- ------------------------------------------------------------------------------------------------------------------------------------
   Net periodic benefit cost                                   $  25          $   5          $  (7)         $4         $4         $3
- ------------------------------------------------------------------------------------------------------------------------------------
   Curtailment gain                                               --             (1)            --          --         --         --
   Settlement loss                                                --              1             --          --         --         --
   Special termination benefits                                    4              1             --          --         --         --
- ------------------------------------------------------------------------------------------------------------------------------------
   Total expense                                               $  29          $   6          $  (7)         $4         $4         $3
====================================================================================================================================


   The assumed health care cost trend rate was approximately 7.0% in 2003,
   gradually declining to 4.2% in the year 2010. Assumed health care cost trend
   rates have a significant effect on the amounts reported for the non-U.S.
   health care plans. A one percentage point change in assumed health care cost
   trend rates would have the following effects:



===================================================================================================================================
                                                                                                1 Percentage          1 Percentage
   (IN MILLIONS OF DOLLARS)                                                                     Point Increase       Point Decrease
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
   Effect on total of service and interest cost components                                           $1                   $(1)
   Effect on postretirement benefit obligation                                                       $8                   $(6)
===================================================================================================================================


   CONTRIBUTION PLANS: MMC maintains certain defined contribution plans for its
   employees, including the Marsh & McLennan Companies Stock Investment Plan
   ("SIP") and the Putnam Investments, LLC Profit Sharing Retirement Plan (the
   "Putnam Plan"). Under these plans, eligible employees may contribute a
   percentage of their base salary, subject to certain limitations. For the SIP,
   MMC matches a portion of the employees' contributions, while under the Putnam
   Plan the contributions are at the discretion of MMC subject to IRS
   limitations. The SIP is an Employee Stock Ownership Plan under U.S. tax law
   and plan assets of approximately $1.3 billion at December 31, 2003 and 2002
   were invested in MMC stock. In addition, SIP plan assets of approximately
   $938 million and $418 million at December 31, 2003 and 2002, respectively,
   were managed by Putnam. The cost of these defined contribution plans was $97
   million, $92 million and $83 million for 2003, 2002 and 2001, respectively.


                              8 Stock Benefit Plans
- --------------------------------------------------------------------------------

   MMC has stock-based benefit plans under which employees are awarded grants of
   restricted stock, stock options or other forms of awards. As provided under
   SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), MMC has
   elected to continue to account for stock-based compensation in accordance
   with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
   to Employees" ("APB 25") and has provided the required additional pro forma
   disclosures.

   MMC INCENTIVE AND STOCK AWARD PLANS: In 2000, the Marsh & McLennan Companies,
   Inc. 2000 Employee Incentive and Stock Award Plan (the "2000 Employee Plan")
   and the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and
   Stock Award Plan (the "2000 Executive Plan") were adopted. The types of
   awards permitted under these plans include stock options, restricted stock,
   stock bonus units, restricted and deferred stock units payable in MMC common
   stock or cash, and other stock-based and performance-based awards. The
   Compensation Committee of the Board of Directors (the "Compensation
   Committee") determines, at its discretion, which affiliates may participate
   in the plans, which eligible employees will receive awards, the types of
   awards to be received, and the terms and conditions thereof. The right of an
   employee to receive an award may be subject to performance conditions as
   specified by the Compensation Committee. The 2000 Plans contain provisions
   which, in the event of a change in control of MMC, may accelerate the vesting
   of the awards. Awards relating to not more than 80,000,000 shares of common
   stock may be made over the life of the 2000 Employee Plan plus shares
   remaining unused under preexisting employee stock plans. Awards relating to
   not more than 8,000,000 shares of common stock may be made over the life of
   the 2000 Executive Plan plus shares remaining unused under preexisting
   executive stock plans. There were 46,748,574, 65,049,280 and 87,067,422
   shares available for awards under the 2000 Plans and prior plans at December
   31, 2003, 2002 and 2001, respectively.


                                       43


   STOCK OPTIONS: Options granted under the 2000 Plans may be designated as
   incentive stock options or as non-qualified stock options. The Compensation
   Committee determines the terms and conditions of the option, including the
   time or times at which an option may be exercised, the methods by which such
   exercise price may be paid, and the form of such payment. Except under
   certain limited circumstances, no stock option may be granted with an
   exercise price of less than the fair market value of the stock at the time
   the stock option is granted.

   Stock option transactions under the 2000 Plans and prior plans are as
   follows:




====================================================================================================================================
                                                     2003                             2002                             2001
                                           -----------------------------------------------------------------------------------------
                                                              WEIGHTED                       Weighted                       Weighted
                                                               AVERAGE                        Average                        Average
                                              SHARES    EXERCISE PRICE         Shares  Exercise Price        Shares   Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
   Balance at beginning of period         82,130,854         $   40.74    70,067,916        $   34.58     62,270,030       $   30.21
   Granted                                17,188,980         $   43.11    21,006,580        $   55.78     15,734,408       $   46.42
   Exercised                              (6,947,666)        $   22.71    (7,216,142)       $   23.16     (6,521,510)      $   19.95
   Forfeited                              (3,057,096)        $   49.50    (1,727,500)       $   47.51     (1,415,012)      $   41.25
                                          ----------                      ----------                      ----------
   Balance at end of period               89,315,072         $   42.30    82,130,854        $   40.74     70,067,916       $   34.58
====================================================================================================================================
   Options exercisable at year-end        49,358,186         $   37.46    42,009,798        $   31.49     36,649,040       $   26.48
====================================================================================================================================


   The following table summarizes information about stock options at December
31, 2003:



====================================================================================================================================
                                                 Options Outstanding                                      Options Exercisable
                              --------------------------------------------------------------       ---------------------------------
                                                   Weighted Average                Weighted                                 Weighted
   Range of                   Outstanding                 Remaining                 Average        Exercisable               Average
   Exercise Prices            at 12/31/03          Contractual Life          Exercise Price        at 12/31/03        Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
   $13.08-$25.36                9,089,008                 2.4 years                  $17.49           9,089,008               $17.49
   $25.37-$37.30                7,963,720                 4.0 years                  $30.14           7,963,720               $30.14
   $37.31-$51.94               52,984,164                 7.1 years                  $43.40          27,034,630               $42.72
   $51.95-$62.33               19,278,180                 8.1 years                  $55.98           5,270,828               $56.00
   $13.08-$62.33               89,315,072                 6.6 years                  $42.30          49,358,186               $37.46
====================================================================================================================================


   RESTRICTED STOCK: Restricted shares of MMC's common stock may be awarded and
   are subject to restrictions on transferability and other restrictions, if
   any, as the Compensation Committee may impose. The Compensation Committee may
   also determine when and under what circumstances the restrictions may lapse
   and whether the participant receives the rights of a stockholder, including,
   without limitation, the right to vote and receive dividends. Unless the
   Compensation Committee determines otherwise, restricted stock that is still
   subject to restrictions is forfeited upon termination of employment.

   There were 603,200, 249,421 and 245,800 restricted shares granted in 2003,
   2002 and 2001, respectively. MMC recorded compensation expense of $19 million
   in 2003, $13 million in 2002 and $11 million in 2001, related to these
   shares. Shares that have been granted generally become unrestricted at the
   earlier of: (1) January 1 of the eleventh year following the grant or (2) the
   later of the recipient's normal or actual retirement date.

   RESTRICTED STOCK UNITS: Restricted stock units may be awarded under the
   plans. The Compensation Committee determines the restrictions on such units,
   when the restrictions lapse, when the units vest and are paid, and upon what
   terms the units are forfeited.

   There were 1,039,608, 760,749 and 393,382 restricted stock units awarded
   during 2003, 2002 and 2001, respectively. The total value of the restricted
   stock units at the time of the awards was $44 million, $40 million and $19
   million in 2003, 2002 and 2001, respectively. The cost of the awards is
   amortized over the vesting period, which is generally three years.

   DEFERRED STOCK UNITS: Deferred stock units may be awarded under the plans.
   The Compensation Committee determines the restrictions on such units, when
   the restrictions lapse, when the units vest and are paid, and upon what terms
   the units are forfeited.

   There were 2,325,802, 1,669,680 and 1,447,230 deferred stock units awarded
   during 2003, 2002 and 2001, respectively. The total value of the deferred
   stock unit awards was $100 million, $85 million and $76 million in 2003, 2002
   and 2001, respectively. The cost of the awards is amortized over the vesting
   period, which is generally three years.

   PUTNAM INVESTMENTS EQUITY PARTNERSHIP PLAN: In 1997, Putnam adopted the
   Putnam Investments Equity Partnership Plan (the "Equity Plan") pursuant to
   which Putnam is authorized to grant or sell to certain employees of Putnam or
   its subsidiaries restricted shares of a new class of common shares of Putnam
   Investments Trust, the parent of Putnam Investments, LLC ("Class B Common
   Shares") and options to acquire the Class B Common Shares. Such awards or
   options generally vest over a four-year period. Holders of Putnam Class B
   Common Shares are not entitled to vote and have no rights to convert their
   shares into any other securities of Putnam. In certain circumstances, Class B
   Common Shares will be converted into Class A Common Shares. Awards of
   restricted stock and/or options may be made under the Equity Plan with
   respect to a maximum of 12,000,000 shares of Class B Common Shares, which
   would represent approximately 12% of the outstanding shares on a fully
   diluted basis, as increased for certain issuances of Putnam Class A Common
   Stock to MMC. Through December 31, 2003, Putnam made awards


                                       44



   pursuant to the Equity Plan of 2,174,100, 1,051,400 and 1,712,000 Class B
   Common Shares and shares subject to options in 2003, 2002 and 2001,
   respectively. These awards included 21,300, 525,700 and 856,000 restricted
   shares with a value of $1 million, $39 million and $91 million in 2003, 2002
   and 2001, respectively. These awards also included 2,152,800, 525,700 and
   856,000 shares subject to options in 2003, 2002 and 2001, respectively. There
   were 2,206,713 shares available for grant related to the Equity Plan at
   December 31, 2003. Outstanding shares and common stock equivalents related to
   Equity Plan grants at December 31, 2003 resulted in a minority interest in
   Putnam of approximately 4.7% on a fully diluted basis.

   Pursuant to an executive compensation agreement, Putnam awarded 50,000
   options in 2002, related to Class B Common Shares to an executive of Putnam.

   MMC STOCK PURCHASE PLANS: In May 1999, MMC's stockholders approved an
   employee stock purchase plan (the "1999 Plan") to replace the 1994 Employee
   Stock Purchase Plan (the "1994 Plan") which terminated on September 30, 1999
   following its fifth annual offering. Under these plans, eligible employees
   may purchase shares of MMC's common stock, subject to certain limitations, at
   prices not less than 85% of the lesser of the fair market value of the stock
   at the beginning or end of any offering period. Under the 1999 Plan, no more
   than 40,000,000 shares of MMC's common stock plus the remaining unissued
   shares in the 1994 Plan may be sold. Employees purchased 3,815,231, 3,744,190
   and 2,855,072 shares in 2003, 2002 and 2001, respectively. At December 31,
   2003, 31,650,325 shares were available for issuance under the 1999 Plan. In
   July 2002, the MMC Board of Directors approved an additional 5,000,000 shares
   of common stock for issuance under the 1995 MMC Stock Purchase Plan for
   International Employees (the "International Plan"). With the additional
   shares under the International Plan, no more than 8,000,000 shares of MMC's
   common stock may be sold. Employees purchased 1,216,359, 717,696 and 556,326
   shares in 2003, 2002 and 2001, respectively. At December 31, 2003, 3,130,709
   shares were available for issuance under the International Plan.

   PRO FORMA INFORMATION: In accordance with the intrinsic value method allowed
   by APB 25, no compensation cost has been recognized in the Consolidated
   Statements of Income for MMC's stock option and stock purchase plans and the
   stock options awarded under the Putnam Investments Equity Partnership Plan.
   Had compensation cost for MMC's stock-based compensation plans been
   determined consistent with the fair value method prescribed by SFAS No. 123,
   MMC's net income and net income per share for 2003, 2002 and 2001 would have
   been reduced to the pro forma amounts indicated in the table below.

================================================================================
   (IN MILLIONS OF DOLLARS,
   EXCEPT PER SHARE FIGURES)                     2003          2002        2001
- -------------------------------------------------------------------------------
   NET INCOME:
   As reported                                 $1,540        $1,365        $974
   Adjustment for fair value
         method, net of tax                      (171)         (152)       (114)
- -------------------------------------------------------------------------------
      Pro forma                                $1,369        $1,213        $860
- -------------------------------------------------------------------------------
   NET INCOME PER SHARE:
      BASIC:
      As reported                              $ 2.89        $ 2.52        $1.77
      Pro forma                                $ 2.57        $ 2.24        $1.57
      DILUTED:
      As reported                              $ 2.81        $ 2.45        $1.70
      Pro forma                                $ 2.50        $ 2.18        $1.50
================================================================================

   The pro forma information reflected above includes stock options issued under
   MMC incentive and stock award plans and the Putnam Investments Equity
   Partnership Plan and stock issued under MMC stock purchase plans.

   The estimated fair value of options granted was calculated using the
   Black-Scholes option pricing valuation model. The weighted average
   assumptions used in the valuation models are as follows:



====================================================================================================================================
                                                                  Stock Options                          Stock Purchase Plans
                                                        ----------------------------------------------------------------------------
                                                          2003         2002         2001            2003          2002         2001
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
   MMC INCENTIVE AND STOCK AWARD PLANS
   Dividend yield                                          2.3%         2.3%          2.0%          2.3%          2.3%          2.0%
   Expected volatility                                    21.0%        33.2%         32.7%         29.5%         31.4%         37.3%
   Risk-free interest rate                                2.75%         4.9%          4.6%         1.03%          1.2%          2.4%
   Weighted-average fair value                          $ 7.45       $16.82        $13.99        $12.47        $11.18        $14.09
   Expected life                                       5 years      5 years       5 years        1 YEAR        1 year        1 year

   PUTNAM INVESTMENTS EQUITY PARTNERSHIP PLAN
   Dividend yield                                          5.0%         5.0%          5.0%
   Expected volatility                                    29.4%        44.4%         42.4%
   Risk-free interest rate                                2.48%         4.9%          4.6%
   Weighted-average fair value                          $ 6.55       $21.63        $29.66
   Expected life                                       5 years      5 years       5 years
====================================================================================================================================



                                       45


                             9 Long-term Commitments
- --------------------------------------------------------------------------------

   MMC leases office facilities, equipment and automobiles under noncancelable
   operating leases. These leases expire on varying dates; in some instances
   contain renewal and expansion options; do not restrict the payment of
   dividends or the incurrence of debt or additional lease obligations; and
   contain no significant purchase options. In addition to the base rental
   costs, occupancy lease agreements generally provide for rent escalations
   resulting from increased assessments for real estate taxes and other charges.
   Approximately 97% of MMC's lease obligations are for the use of office space.

   The Consolidated Statements of Income include net rental costs of $469
   million, $397 million and $367 million for 2003, 2002 and 2001, respectively,
   after deducting rentals from subleases ($21 million in 2003, $20 million in
   2002 and $8 million in 2001).

   At December 31, 2003, the aggregate future minimum rental commitments under
   all noncancelable operating lease agreements are as follows:

================================================================================
   For the Years Ended                    Gross     Rentals            Net
   December 31,                          Rental        from         Rental
   (IN MILLIONS OF DOLLARS)         Commitments   Subleases    Commitments
- --------------------------------------------------------------------------------
   2004                                   $ 473        $ 26          $ 447
   2005                                     446          25            421
   2006                                     395          23            372
   2007                                     354          20            334
   2008                                     317          18            299
   Subsequent years                       2,341         199          2,142
- --------------------------------------------------------------------------------
                                         $4,326        $311         $4,015
================================================================================

   MMC has entered into agreements with various service companies to outsource
   certain information systems activities and responsibilities. Under these
   agreements, MMC is required to pay minimum annual service charges. Additional
   fees may be payable depending upon the volume of transactions processed with
   all future payments subject to increases for inflation. At December 31, 2003,
   the aggregate fixed future minimum commitments under these agreements are as
   follows:

================================================================================
                                                                     Future
   For the Years Ending December 31,                                Minimum
   (IN MILLIONS OF DOLLARS)                                     Commitments
- --------------------------------------------------------------------------------
   2004                                                                $44
   2005                                                                 15
   2006                                                                  9
   Subsequent years                                                      8
- --------------------------------------------------------------------------------
                                                                       $76
================================================================================


                                     10 Debt
- --------------------------------------------------------------------------------

   MMC's outstanding debt is as follows:

================================================================================
   December 31,
   (IN MILLIONS OF DOLLARS)                                   2003          2002
- --------------------------------------------------------------------------------
   SHORT-TERM:
   Commercial paper                                         $  440        $  506
   Bank loans                                                   --            35
   Current portion of long-term debt                             7             2
- --------------------------------------------------------------------------------
                                                            $  447        $  543
================================================================================
   LONG-TERM:
   Commercial paper                                         $   --        $  750
   Senior notes--6.625% due 2004                               599           598
   Senior notes--7.125% due 2009                               399           398
   Senior notes--5.375% due 2007
      (4.0% effective interest rate)(a)                        520           530
   Senior notes--6.25% due 2012
      (5.1% effective interest rate)(a)                        269           275
   Senior notes--3.625% due 2008                               248            --
   Senior notes--4.850% due 2013                               249            --
   Senior notes--5.875% due 2033                               295            --
   Mortgage--9.8% due 2009                                     200           200
   Notes payable--8.62% due 2005                                69            73
   Notes payable--7.68% due 2006                                61            62
   Other                                                         8             7
- --------------------------------------------------------------------------------
                                                             2,917         2,893
   Less current portion                                          7             2
- --------------------------------------------------------------------------------
                                                            $2,910        $2,891
================================================================================

   (a) The effective interest rates result from unwinding fair value hedges, as
       discussed below.

   The weighted average interest rates on MMC's outstanding short-term debt at
   December 31, 2003 and 2002 are 1.2% and 1.6%, respectively.

   Based on MMC's intent and ability to refinance certain obligations on a
   long-term basis, the 6.625% Senior Note due in 2004 has been classified as
   Long-term debt at December 31, 2003 and commercial paper borrowings of $750
   million were classified as Long-term debt at December 31, 2002.

   In June 2002, MMC arranged two revolving credit facilities to support its
   commercial paper borrowings. These credit facilities replaced similar
   facilities that expired during 2002. In 2003, MMC amended and restated the
   364-day facility that expired in June 2003. Under the amended credit facility
   expiring in June 2004, MMC may borrow up to $1.4 billion with commitment fees
   of 5 basis points payable on any unused portion. Repayment of any outstanding
   borrowing under this facility can be extended up to one year from the
   expiration date. MMC may borrow up to $1.0 billion under the noncancelable
   5-year facility that expires in June 2007 with commitment fees of 8 basis
   points payable on any unused portion. The interest rates on these facilities
   vary based upon the level of usage of the facility and MMC's credit ratings.
   Each of the facilities requires MMC to maintain consolidated net worth of at
   least $3.5 billion and contains certain other restrictions relating to
   consolidations, mergers, and the sale or pledging of assets. No amounts were
   outstanding under these facilities at December 31, 2003.

   Additional credit facilities are maintained with various banks, primarily
   related to operations located outside the United States, aggregating $209
   million at December 31, 2003 and $274 million at December 31, 2002. There
   were no outstanding amounts under these facilities at December 31, 2003 and
   $35 million outstanding at December 31, 2002.


                                       46



   In July 2003, MMC issued $300 million of 5.875% Senior Notes due 2033. In
   February 2003, MMC issued $250 million of 3.625% Senior Notes due 2008 and
   $250 million of 4.85% Senior Notes due 2013. The net proceeds from the notes
   were used to pay down commercial paper borrowings.

   In March 2002, MMC issued $500 million of 5.375% Senior Notes due 2007 and
   $250 million of 6.25% Senior Notes due 2012 (the "Notes"). Interest is
   payable semi-annually on March 15 and September 15 of each year. The proceeds
   of these Notes were used to repay a portion of commercial paper borrowings.
   Concurrent with the issuance of the Notes, MMC entered into interest rate
   swap transactions to hedge 100% of its exposure to changes in the fair value
   of the Notes. The swap transactions effectively converted the fixed rate
   obligations into floating rate obligations. Under the terms of the swaps, the
   swap counterparties paid MMC a fixed rate equal to the coupon rate on the
   bonds. MMC paid the swap counterparties a floating rate of 6-month Libor plus
   9.25 bps for the five-year swap and 6-month Libor plus 25.45 bps for the
   ten-year swap. In July 2002, MMC dedesignated 50% of the fair value hedge on
   each of the Notes and settled 50% of each of the related swaps. The portion
   of the Notes no longer hedged ceased being marked to market, and the
   cumulative amount of fair value adjustments previously recognized is being
   amortized over the remaining life of the related Notes. MMC redesignated the
   remaining portion of the swaps as a fair value hedge of 50% of the Notes. The
   redesignated swaps carried the identical terms and conditions as the original
   swaps and under SFAS No. 133 qualified for hedge accounting and met all
   criteria necessary to conclude the hedge would be perfectly effective. In
   January 2003, MMC dedesignated the remaining fair value hedge on each of the
   Notes and settled the remaining swaps. The cumulative amount of fair value
   adjustments previously recognized is being amortized over the remaining life
   of the related Notes. As a result of these transactions, the effective
   interest rate over the remaining life of the Notes, including the
   amortization of the fair value adjustments, is 4.0% for the Notes due in 2007
   and 5.1% for the Notes due in 2012.

   MMC has a fixed rate non-recourse mortgage note agreement due in 2009
   amounting to $200 million, bearing an interest rate of 9.8%, in connection
   with its interest in its worldwide headquarters building in New York City. In
   the event the mortgage is foreclosed following a default, MMC would be
   entitled to remain in the space and would be obligated to pay rent sufficient
   to cover interest on the notes or at fair market value if greater.

   Scheduled repayments of long-term debt in 2004 and in the four succeeding
   years are $7 million, $666 million, $61 million, $504 million and $251
   million, respectively.

                            11 Financial Instruments
- --------------------------------------------------------------------------------

   The estimated fair value of MMC's significant financial instruments is
   provided below. Certain estimates and judgments were required to develop the
   fair value amounts. The fair value amounts shown below are not necessarily
   indicative of the amounts that MMC would realize upon disposition nor do they
   indicate MMC's intent or ability to dispose of the financial instrument.

================================================================================
                                               2003                   2002
- --------------------------------------------------------------------------------
   December 31,                        CARRYING       FAIR   Carrying      Fair
   (IN MILLIONS OF DOLLARS)              AMOUNT      VALUE     Amount      Value
- --------------------------------------------------------------------------------
   Cash and cash equivalents             $  665     $  665     $  546     $  546
   Long-term investments                 $  648     $  648     $  578     $  578
   Short-term debt                       $  447     $  447     $  543     $  543
   Long-term debt                        $2,910     $3,069     $2,891     $3,116
================================================================================

   CASH AND CASH EQUIVALENTS: The estimated fair value of MMC's cash and cash
   equivalents approximates their carrying value.

   LONG-TERM INVESTMENTS: Long-term investments primarily consist of available
   for sale securities recorded at quoted market prices. MMC also has certain
   additional long-term investments, for which there are no readily available
   market prices, amounting to $100 million and $168 million at December 31,
   2003 and 2002, respectively, which are carried on a cost basis. MMC monitors
   these investments for impairment and makes appropriate reductions in carrying
   values when necessary.

   MMC had available for sale securities and trading investments with an
   aggregate fair value of $548 million and $410 million at December 31, 2003
   and 2002, respectively, which are carried at market value under SFAS 115.

   Gross unrealized gains amounting to $304 million and $209 million and gross
   unrealized losses of $2 million and $23 million at December 31, 2003 and
   2002, respectively, have been excluded from earnings and reported, net of
   deferred income taxes, as accumulated other comprehensive loss which is a
   component of stockholders' equity.

   MMC recorded net gains (losses) associated with its available for sale
   securities of $34 million, $57 million and $(111) million, in 2003, 2002 and
   2001, respectively. Proceeds from the sale of available for sale securities
   for the years ended December 31, 2003, 2002 and 2001 were $94 million, $161
   million and $155 million, respectively. Gross realized gains on available for
   sale securities sold during 2003, 2002 and 2001 amounted to $49 million, $100
   million and $112 million, respectively. In 2003, 2002 and 2001, MMC recorded
   losses of $15 million, $43 million and $223 million respectively, related to
   the decline in value of certain available for sale securities that were other
   than temporary. The cost of securities sold is determined using the average
   cost method for equity securities.

   MMC also holds investments in certain private equity fund partnerships which
   are accounted for using the equity method. MMC's share of gains (losses) from
   such investments, and from trading securities, of $66 million, $10 million
   and $(31) million in 2003, 2002 and 2001, respectively, is included in
   Investment income (loss) in the Consolidated Statements of Income.

   A portion of insurance fiduciary funds which MMC holds to satisfy fiduciary
   obligations is invested in high quality debt securities, which are generally
   held to maturity. The difference between cost and fair value of these
   investments is not material.


                                       47



   SHORT-TERM AND LONG-TERM DEBT: The fair value of MMC's short-term debt, which
   consists primarily of commercial paper borrowings, approximates its carrying
   value. The estimated fair value of MMC's long-term debt is based on
   discounted future cash flows using current interest rates available for debt
   with similar terms and remaining maturities.

   OPTION CONTRACTS: In 2001, MMC entered into a series of option contracts to
   hedge the variability of cash flows from forecasted sales of certain
   available for sale equity investments. The sales are forecasted to occur over
   the next four quarters. The hedge is achieved through the use of European
   style put and call options, which mature on the dates of the forecasted
   sales. Gains or losses on the option contracts are deferred in Other
   comprehensive loss until the related forecasted sales occur. The hedging
   relationship is considered perfectly effective because all critical terms of
   the hedge and the forecasted sales match. As a result no hedge
   ineffectiveness will be recognized in earnings. At December 31, 2003, the net
   increase in fair value of the option contracts of $2 million was recorded as
   an asset and a reduction of Accumulated other comprehensive loss on the
   Balance Sheet. MMC expects the Accumulated other comprehensive loss related
   to the remaining option contracts to be reclassified into earnings over the
   next year as the related forecasted sales occur.

   12 Integration and Restructuring Costs and Charges Related to September 11
- --------------------------------------------------------------------------------

   In 1999, as part of the 1998 combination with Sedgwick Group, plc
   ("Sedgwick") and the integration of Sedgwick, MMC adopted a plan to reduce
   staff and consolidate duplicative offices. The estimated cost of this plan
   relating to employees and offices of Sedgwick ("Sedgwick Plan") amounted to
   $285 million and was included in the cost of the acquisition. The initial
   liability comprised termination payments to employees and other employer
   related costs of $188 million, leasehold termination costs, and future rent
   under noncancelable leases of $97 million. During 2003, MMC paid $5 million
   of costs related to the Sedgwick Plan and $9 million of the reserves were
   reversed by MMC and recorded as a reduction of goodwill. The remaining
   liability at December 31, 2003 was $20 million.

   Merger-related costs for employees and offices of MMC ("MMC Plan") amounted
   to $266 million and were recorded as part of a 1999 charge. The initial
   liability comprised termination payments to employees of $194 million, lease
   termination costs, and future rent under noncancelable leases of $47 million,
   and other integration costs of $25 million. During 2003, MMC paid $5 million
   of costs related to the MMC Plan. MMC also recorded a credit of $2 million,
   representing reductions of the remaining estimated costs of $1 million for
   leased property costs and $1 million related to staff reductions. The
   remaining liability at December 31, 2003 was $10 million.

   In the third quarter of 2001, as a result of weakening business conditions,
   which were exacerbated by the events of September 11, MMC adopted a plan to
   provide for staff reductions and office consolidations, primarily in the
   consulting segment ("2001 Plan"). The charge of $61 million related to the
   2001 Plan comprised $44 million for severance related benefits and $17
   million for future rent under noncancelable leases. During 2003, MMC paid
   $1 million of costs related to the 2001 Plan and increased the reserve for
   $1 million to reflect the current estimate for required lease payments. The
   remaining liability at December 31, 2003 was $18 million.

   In addition to the charges and credits discussed above, in 2003 MMC recorded
   a charge of $1 million for a change in the estimated remaining lease
   obligations related to the business combination with J&H and a credit of $5
   million representing the reversal of an accrual for stock unit awards related
   to the acquisition of Sedgwick. The net credit related to changes in the
   estimated costs for integration and restructuring increased diluted net
   income per share by approximately one-half of one cent for the year ended
   December 31, 2003.

   Actions under each of the plans are complete. The remaining accruals,
   primarily for future rent under noncancelable leases, costs to restore leased
   properties to contractually agreed upon conditions, and salary continuance
   arrangements, are expected to be paid over several years.

   In 2001, as a result of the events of September 11 and the subsequent
   business environment, MMC recorded a pretax charge totaling $187 million. MMC
   also recorded a credit of $13 million attributable to changes in estimates in
   connection with integration and restructuring plans provided for in prior
   years. Changes in estimated costs resulted in a reversal of reserves of $5
   million for employee termination costs and $2 million related to office
   consolidations associated with the Sedgwick transaction and a $6 million
   reversal of reserves related to office consolidation costs associated with
   the J&H combination. The combined impact of charges related to September 11
   and the credit was a $.19 reduction in diluted net income per share in 2001.


                                 13 Common Stock
- --------------------------------------------------------------------------------

   In 2003, MMC repurchased shares of its common stock for treasury as well as
   to meet requirements for issuance of shares for its various stock
   compensation and benefit programs. During 2003, MMC repurchased 26.1 million
   shares for total consideration of $1.2 billion, compared with 24.2 million
   shares for total consideration of $1.2 billion in 2002.

   MMC repurchases shares subject to market conditions, including from time to
   time pursuant to the terms of a 10b5-1 plan. A 10b5-1 plan allows a company
   to purchase shares during a blackout period, provided the company
   communicates its share purchase instructions to the broker prior to the
   blackout period, pursuant to a written plan that may not be changed.
   Approximately 3.7 million of the shares repurchased in 2003 were made under
   the 10b5-1 plan. MMC currently plans to continue to repurchase shares in
   2004, subject to market conditions.

   On May 16, 2002, the Board of Directors authorized a two-for-one stock
   distribution of MMC common stock, which was issued as a stock dividend on
   June 28, 2002. All capital accounts and references to per share amounts have
   been restated for this stock distribution.


                                       48


                           14 Stockholder Rights Plan
- --------------------------------------------------------------------------------

   On September 18, 1997, MMC's Board of Directors approved the extension of the
   benefits afforded by MMC's previously existing rights plan by adopting a new
   stockholder rights plan, which was amended and restated as of January 20,
   2000 and further amended on June 7, 2002. Under the current plan, Rights to
   purchase stock, at a rate of one Right for each common share held, were
   distributed to shareholders of record on September 29, 1997 and automatically
   attach to shares issued thereafter. Under the plan, the Rights generally
   become exercisable after a person or group (i) acquires 15% or more of MMC's
   outstanding common stock or (ii) commences a tender offer that would result
   in such a person or group owning 15% or more of MMC's common stock. When the
   Rights first become exercisable, a holder will be entitled to buy from MMC a
   unit consisting of one six-hundredth of a share of Series A Junior
   Participating Preferred Stock of MMC at a purchase price of $200. If any
   person acquires 15% or more of MMC's common stock or if a 15% holder acquires
   MMC by means of a reverse merger in which MMC and its stock survive, each
   Right not owned by a 15% or more shareholder would become exercisable for
   common stock of MMC (or in certain circumstances, other consideration) having
   a market value equal to twice the exercise price of the Right. The Rights
   expire on September 29, 2007, except as otherwise provided in the plan.


                   15 Claims, Lawsuits and Other Contingencies
- --------------------------------------------------------------------------------

   PUTNAM MATTERS
   REGULATORY MATTERS: On October 28, 2003, the Securities and Exchange
   Commission (the "SEC") commenced a civil administrative and cease and desist
   proceeding against Putnam under the Investment Advisors Act of 1940 and the
   Investment Company Act of 1940. On November 13, 2003, pursuant to an
   agreement with Putnam, the SEC entered an order making findings, which Putnam
   neither admitted nor denied, of certain facts and concluded that Putnam
   violated the Investment Advisors Act of 1940 and the Investment Company Act
   of 1940. The order imposed partial relief, including final censure, remedial
   undertakings, and a cease and desist order. The SEC's order found that since
   1998 at least six Putnam investment management professionals engaged in
   excessive short-term trading of Putnam mutual funds in their personal
   accounts. The order also found that four of these employees engaged in
   trading in funds over which they had investment decision making
   responsibilities and access to non-public information regarding their funds'
   portfolios. The SEC further found that Putnam failed to disclose this
   potentially self-dealing securities trading to the boards or shareholders of
   the mutual funds it manages, failed to take adequate steps to detect and
   deter such trading activity through internal controls and failed in its
   supervision of these investment management professionals. Under the terms of
   the order, Putnam has agreed to a number of remedial actions, including new
   employee trading restrictions, enhanced employee trading compliance,
   oversight by an independent third party and the SEC of the calculation of the
   amount of restitution to be made by Putnam for losses attributable to
   excessive short-term trading by Putnam employees, the retention of an
   independent compliance consultant, the undertaking of periodic compliance
   reviews, and certification of compliance with the SEC. The order also
   contemplates civil monetary penalties to be determined at a later date.
   Putnam has also undertaken to make appropriate restitution for losses to any
   of Putnam's funds resulting from improper market timing activities by Putnam
   employees.

   In a separate action, the SEC is seeking an injunction against two of the six
   investment management employees. All six such employees have been removed
   from investment management responsibilities at Putnam.

   On October 28, 2003, the Massachusetts Secretary of the Commonwealth
   commenced a civil administrative proceeding against Putnam and two of its
   employees alleging violations of the state's securities law anti-fraud
   provisions. These violations are alleged to be based on material
   misstatements in Putnam mutual fund prospectuses because Putnam allegedly
   permitted fund managers to engage in activities contrary to Putnam's stated
   policy against market timing and short-term trading. Putnam is also alleged
   to have breached its fiduciary duty to Putnam fund shareholders by allowing
   such employee conduct. In addition, the Massachusetts action alleges that
   Putnam permitted certain non-employee shareholders of Putnam funds to engage
   in excessive market timing activities in violation of policies allegedly
   disclosed by Putnam in its mutual fund prospectuses. The Massachusetts action
   seeks to have Putnam permanently cease and desist from violating the
   Massachusetts securities law, and to pay restitution to the funds and
   administrative fines in an undetermined amount.

   Additionally, Putnam has received document subpoenas and/or requests for
   information from the United States Attorney in Boston, the Florida Department
   of Financial Services, the Office of the Attorney General for the State of
   New York, Offices of the Secretary of State and the State Auditor for the
   State of West Virginia, the National Association of Securities Dealers (the
   "NASD") and the Boston office of the U.S. Department of Labor inquiring into,
   among other things, matters that are the subject of the SEC and Massachusetts
   actions.

   Putnam has also received subpoenas from the SEC's Philadelphia office,
   seeking documents relating to Putnam's directed brokerage practices and the
   SEC has interviewed, and taken testimony from, a number of Putnam employees
   relating to revenue sharing practices. In addition, Putnam has received a
   request for information from the SEC's Chicago office and the NASD regarding
   revenue sharing arrangements.

   Putnam is fully cooperating with the regulatory authorities.

   In the fourth quarter of 2003, Putnam recorded net costs of $24 million
   related to these proceedings, which included the estimated potential
   restitution to the Putnam Funds, and compliance, legal and communication
   expenses. Putnam's partial settlement with the SEC includes civil penalties
   not yet determined, and therefore, no provision has been made for such
   penalties.

   SECURITIES LITIGATION: As of March 4, 2004 MMC and Putnam have received
   complaints in approximately 70 civil actions based on allegations of market
   timing activities. These actions have been filed in federal court in New
   York, Massachusetts, California, Illinois, Connecticut, and Delaware, and in
   state court in New York, Massachusetts, California, Illinois, Vermont,
   Kansas, and North Carolina. These civil actions are as follows:

   Ten purported securities class actions (the "MMC Class Action Complaints")
   have been filed in United States District Court for the Southern District of
   New York on behalf of a class of purchasers of MMC stock during the period
   from January 2000 to November 2003. The MMC Class Action Complaints allege,
   among other things, that MMC failed to disclose certain market timing
   activities at Putnam which, when disclosed, resulted in a drop in the market
   price of MMC's shares. The MMC Class Action Complaints also name as
   defendants certain officers and directors of MMC. The MMC Class Action
   Complaints assert claims under Sections 10(b) and 20(a) of the Exchange Act.

   Three shareholder derivative actions have been filed against members of MMC's
   Board of Directors, and MMC as a nominal defendant. In these actions, the
   plaintiffs purport to state common law claims based on,


                                       49



   among other things, the Board's alleged failure to prevent the alleged market
   timing from occurring. Two of the MMC derivative complaints were filed in the
   United States District Court for the Southern District of New York and one
   was filed in the Supreme Court for the State of New York.

   MMC and/or Putnam have been named in 56 additional actions brought by
   investors in Putnam funds claiming damages to themselves or the Putnam funds
   as a result of various market timing activities. These actions have been
   brought either individually (the "Individual Complaints"), derivatively (the
   "Putnam Derivative Complaints"), or on behalf of a putative class (the
   "Putnam Class Action Complaints"). The Individual Complaints, the Putnam
   Class Action Complaints (which also name as defendants certain Putnam funds
   and certain Putnam employees) and the Putnam Derivative Complaints (which
   also name as defendants certain Putnam officers and employees and certain
   trustees of the Putnam funds), allege violations of the federal securities
   and investment advisory laws and state law. At this time, seven of these
   cases are pending in various state courts. Putnam has also been named as a
   defendant in one suit in its capacity as a sub-advisor to a non-Putnam fund.

   MMC and Putnam moved before the Judicial Panel on Multidistrict Litigation
   (the "MDL Panel") to consolidate the federal matters before a single judge.
   On February 20, 2004, the MDL Panel issued an order transferring many of the
   cases against MMC and Putnam, along with those against other mutual fund
   complexes, to the United States District Court for the District of Maryland
   for coordinated pretrial proceedings. In most of the federal cases, either by
   agreement of the parties or order of the court, MMC and Putnam are not
   required to respond until after amended complaints have been filed in the
   consolidated actions.

   Putnam has agreed to indemnify the Putnam funds for any liabilities arising
   from market timing activities, including those that could arise in the
   securities litigations, and MMC has agreed to guarantee Putnam's obligations
   in that regard.

   ERISA LITIGATION: MMC, Putnam, and various of their officers, directors and
   employees have been named as defendants in three purported class actions
   asserting claims under ERISA (the "ERISA Actions"). The ERISA Actions, which
   have been brought by participants in MMC's Stock Investment Plan and Putnam's
   Profit Sharing Retirement Plan (collectively, the "Plans"), allege, among
   other things, that, in view of the market timing trading activity that was
   allegedly allowed to occur at Putnam, the defendants knew or should have
   known that the investment of the Plans' funds in MMC's stock and Putnam's
   mutual fund shares was imprudent and that the defendants breached their
   fiduciary duties to the Plans' participants in making these investments. The
   three ERISA Actions were filed in federal court for the Southern District of
   New York.

   The complaints in the above referenced matters seek monetary damages and
   other forms of relief. At the present time, MMC's management is unable to
   estimate the impact that the outcome of the foregoing proceedings may have on
   MMC's consolidated results of operations, financial position or cash flows.

   EMPLOYMENT DISPUTE
   Lawrence J. Lasser, former President and CEO of Putnam, has initiated an
   arbitration proceeding against MMC. The arbitration will determine whether
   and to what extent Mr. Lasser is owed any money under his employment
   arrangements with Putnam.

   OTHER MATTERS
   MMC and its subsidiaries are subject to various claims, lawsuits and
   proceedings consisting principally of alleged errors and omissions in
   connection with the placement of insurance or reinsurance and in rendering
   investment and consulting services. Some of these matters seek damages,
   including punitive damages, in amounts which could, if assessed, be
   significant. Insurance coverage applicable to such matters includes elements
   of both risk retention and risk transfer.

   As part of the combination with Sedgwick, MMC acquired several insurance
   underwriting businesses that were already in run-off, including River Thames
   Insurance Company Limited ("River Thames"), which was sold in 2001. Sedgwick
   guaranteed payment of claims on certain policies underwritten through the
   Institute of London Underwriters by River Thames ("ILU Guarantee"). The
   policies covered by the ILU Guarantee are reinsured up to (pound)40 million
   by a related party of River Thames. Payment of claims under the reinsurance
   agreement is collateralized by segregated assets held in a trust. As of
   December 31, 2003, the reinsurance coverage exceeded the best estimate of the
   projected liability of the policies covered by the ILU Guarantee. To the
   extent River Thames or the reinsurer are unable to meet their obligations
   under those policies, a claimant may seek to recover from MMC under the
   guarantee.

   As part of a continuing internal review of compliance procedures and
   controls, Putnam determined in 2004 that certain error correction and
   accounting procedures in its defined contribution service organization were
   not followed appropriately in prior years, including instances where controls
   were willfully circumvented. Putnam has notified the Funds' Trustees and the
   regulators of these findings. Subsequent to release of MMC's annual earnings
   on January 29, 2004, Putnam's investigation determined that client
   restitution and other costs resulting from non-compliance with these
   procedures, amounting to $6 million, should be recorded in the 2003 financial
   statements. This amount is included in MMC's results of operations for the
   year ended December 31, 2003.

   Although the ultimate outcome of these Other Matters and the Employment
   Dispute cannot be ascertained and liabilities in indeterminate amounts may be
   imposed on MMC and its subsidiaries, on the basis of present information, it
   is the opinion of MMC's management that the disposition or ultimate
   determination of these claims, lawsuits, proceedings, reviews or guarantees
   should not have a material adverse effect on MMC's consolidated financial
   position or cash flows, but may be material to MMC's operating results in any
   particular period.


                                       50


                             16 Segment Information
- --------------------------------------------------------------------------------

   MMC operates in three principal business segments based on the services
   provided. Segment performance is evaluated based on segment operating income,
   which includes investment income and losses attributable to each segment,
   directly related expenses and minority interest, but excludes charges related
   to September 11, 2001, charges or credits related to integration and
   restructuring reserves and corporate expenses. The accounting policies of the
   segments are the same as those used for the consolidated financial statements
   described in Note 1. Revenues are attributed to geographic areas on the basis
   of where the services are performed.

   Selected information about MMC's operating segments and geographic areas of
   operation follow:



====================================================================================================================================
   For the Years Ended                                                                            Depreciation
   December 31,                                            Operating              Total                    and              Capital
   (IN MILLIONS OF DOLLARS)               Revenue             Income             Assets           Amortization         Expenditures
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
   2003--
   Risk and Insurance Services            $ 6,868(a)          $1,751            $ 9,625                   $203                 $281
   Investment Management                    2,001                497              2,377                    106                   56
   Consulting                               2,719                363              2,786                     70                   59
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Operating Segments               $11,588             $2,611            $14,788                   $379                 $396
- ------------------------------------------------------------------------------------------------------------------------------------
   Corporate/Eliminations                      --               (115)(c)            265(d)                  12                   40
====================================================================================================================================
   Total Consolidated                     $11,588             $2,496            $15,053                   $391                 $436
====================================================================================================================================
   2002--
   Risk and Insurance Services            $ 5,910(a)          $1,490            $ 8,571                   $183                 $257
   Investment Management                    2,166                560              2,144                    108                   82
   Consulting                               2,364                326              2,080                     58                   53
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Operating Segments               $10,440             $2,376            $12,795                   $349                 $392
- ------------------------------------------------------------------------------------------------------------------------------------
   Corporate/Eliminations                      --               (102)(c)          1,060(d)                  10                   31
====================================================================================================================================
   Total Consolidated                     $10,440             $2,274            $13,855                   $359                 $423
====================================================================================================================================
   2001--
   Risk and Insurance Services            $ 5,152(a)          $1,139            $ 7,859                   $307                 $202
   Investment Management                    2,409(b)             584(b)           3,001                    124                  102
   Consulting                               2,308                313              1,904                     72                   86
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Operating Segments               $ 9,869             $2,036            $12,764                   $503                 $390
- ------------------------------------------------------------------------------------------------------------------------------------
   Corporate/Eliminations                      --               (273)(c)          1,005(d)                  17                   43
====================================================================================================================================
   Total Consolidated                     $ 9,869             $1,763            $13,769                   $520                 $433
====================================================================================================================================


   (a) Includes interest income on fiduciary funds ($114 million in 2003, $118
   million in 2002 and $165 million in 2001).
   (b) Includes charge of $222 million related to an other than temporary
   decline in value of the common stock of Gruppo Bipop-Carire S.p.A.
   (c) Details provided in the chart below.
   (d) Corporate assets primarily include unallocated goodwill, insurance
   recoverables, prepaid pension and a portion of MMC's headquarters building.

   A reconciliation of segment operating income to operating income in the
   Consolidated Statements of Income is as follows:




====================================================================================================================================
   (IN MILLIONS OF DOLLARS)                                                              2003               2002               2001
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
   INCOME BEFORE INCOME TAXES AND MINORITY INTEREST:
   Total segment operating income                                                     $ 2,611            $ 2,376            $ 2,036
   Corporate expense                                                                     (140)              (123)              (116)
   Other charges and credits (see Note 12)                                                 --                 --               (174)
   Reclassification of minority interest                                                   25                 21                 17
- -----------------------------------------------------------------------------------------------------------------------------------
   Operating income                                                                   $ 2,496            $ 2,274            $ 1,763
====================================================================================================================================



                                       51


   Operating Segment Revenue by Product is as follows:



====================================================================================================================================
   (IN MILLIONS OF DOLLARS)                                                                    2003            2002            2001
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
   RISK & INSURANCE SERVICES
   Risk Management and Insurance Broking                                                    $ 5,179         $ 4,411          $3,829
   Reinsurance Broking and Services                                                             775             632             523
   Related Insurance Services                                                                   914             867             800
- ------------------------------------------------------------------------------------------------------------------------------------
      Total Risk & Insurance Services                                                         6,868           5,910           5,152
- ------------------------------------------------------------------------------------------------------------------------------------
   INVESTMENT MANAGEMENT                                                                      2,001           2,166           2,409
- ------------------------------------------------------------------------------------------------------------------------------------
   CONSULTING
   Retirement Services                                                                        1,208           1,115           1,022
   Health Care & Group Benefits                                                                 388             358             343
   Human Capital                                                                                379             340             361
   Management and Organizational Change                                                         449             280             322
   Economic                                                                                     150             130             112
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                              2,574           2,223           2,160
   Reimbursed Expenses                                                                          145             141             148
- ------------------------------------------------------------------------------------------------------------------------------------
      Total Consulting                                                                        2,719           2,364           2,308
- ------------------------------------------------------------------------------------------------------------------------------------
      Total                                                                                 $11,588         $10,440          $9,869
====================================================================================================================================


   Information by geographic area is as follows:

====================================================================================================================================
   (IN MILLIONS OF DOLLARS)                                                                    2003            2002            2001
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
   GEOGRAPHIC AREA:
   EXTERNAL REVENUE--
   United States                                                                            $ 7,371         $ 7,005          $6,811
   United Kingdom                                                                             1,760           1,499           1,325
   Continental Europe                                                                         1,241             950             843
   Other                                                                                      1,216             986             890
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            $11,588         $10,440          $9,869
====================================================================================================================================
   FIXED ASSETS--
   United States                                                                              $ 921           $ 914           $ 912
   United Kingdom                                                                               308             261             192
   Continental Europe                                                                            78              64              55
   Other                                                                                         82              69              76
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            $ 1,389         $ 1,308          $1,235
====================================================================================================================================



                                       52


                              Report of Management
- --------------------------------------------------------------------------------

   The management of Marsh & McLennan Companies, Inc. has prepared and is
   responsible for the accompanying financial statements and other related
   financial information contained in this annual report. MMC's financial
   statements were prepared in accordance with generally accepted accounting
   principles, applying certain estimates and informed judgments as required.
   Deloitte & Touche LLP, independent auditors, have audited the financial
   statements and have issued their report thereon.

   MMC maintains a system of internal accounting controls designed to provide
   reasonable assurance that transactions are executed in accordance with
   management's authorization, that assets are safeguarded and that proper
   financial records are maintained. Key elements of MMC's internal controls
   include securing the services of qualified personnel and proper segregation
   of duties. Internal auditors monitor the control system by examining
   financial reports, by testing the accuracy of transactions and by otherwise
   obtaining assurance that the system is operating in accordance with MMC's
   objectives.

   The Audit Committee of the Board of Directors is composed entirely of
   independent outside directors and is responsible for recommending to the
   Board the independent auditors to be engaged to audit MMC's financial
   statements, subject to stockholder ratification. In addition, the Audit
   Committee meets periodically with internal auditors and the independent
   auditors, both with and without management, to discuss MMC's internal
   accounting controls, financial reporting and other related matters. The
   internal auditors and independent auditors have full and unrestricted access
   to the Audit Committee.


   /s/ Jeffrey W. Greenberg                /s/ Sandra S. Wijnberg
   Jeffrey W. Greenberg                    Sandra S. Wijnberg
   Chairman and                            Senior Vice President and
   Chief Executive Officer                 Chief Financial Officer
   March 5, 2004                           March 5, 2004


                          Independent Auditors' Report
- --------------------------------------------------------------------------------
   The Board of Directors and Stockholders of
   Marsh & McLennan Companies, Inc.:

   We have audited the accompanying consolidated balance sheets of Marsh &
   McLennan Companies, Inc. and subsidiaries as of December 31, 2003 and 2002,
   and the related consolidated statements of income, stockholders' equity and
   comprehensive income, and cash flows for each of the three years in the
   period ended December 31, 2003. These financial statements are the
   responsibility of the Company's management. Our responsibility is to express
   an opinion on these financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
   accepted in the United States of America. Those standards require that we
   plan and perform the audit to obtain reasonable assurance about whether the
   financial statements are free of material misstatement. An audit includes
   examining, on a test basis, evidence supporting the amounts and disclosures
   in the financial statements. An audit also includes assessing the accounting
   principles used and significant estimates made by management, as well as
   evaluating the overall financial statement presentation. We believe that our
   audits provide a reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in all
   material respects, the financial position of Marsh & McLennan Companies, Inc.
   and subsidiaries as of December 31, 2003 and 2002, and the results of their
   operations and their cash flows for each of the three years in the period
   ended December 31, 2003 in conformity with accounting principles generally
   accepted in the United States of America.

   As described in Note 5 to the financial statements, the Company changed its
   method of accounting for goodwill amortization to conform to Statement of
   Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.



/s/ Deloitte & Touche LLP

   New York, New York
   March 5, 2004


                                       53


                Marsh & McLennan Companies, Inc. and Subsidiaries
                      SELECTED QUARTERLY FINANCIAL DATA AND
                      SUPPLEMENTAL INFORMATION (UNAUDITED)



====================================================================================================================================
                                                                                                  Net Income
                                                                                                 Per Share(a)             Dividends
   (IN MILLIONS OF DOLLARS,                              Operating          Net             ---------------------          Paid Per
   EXCEPT PER SHARE FIGURES)           Revenue           Income           Income            Basic         Diluted           Share
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
   2003:
   First quarter                       $ 2,852           $  717           $  443           $  .83          $  .81          $  .28
   Second quarter                        2,865              599              365              .68             .66             .28
   Third quarter                         2,837              593              357              .67             .65             .31
   Fourth quarter                        3,034              587              375              .71             .69             .31
- ------------------------------------------------------------------------------------------------------------------------------------
                                       $11,588           $2,496           $1,540           $ 2.89          $ 2.81          $ 1.18
====================================================================================================================================
   2002:
   First quarter                       $ 2,635           $  687           $  418           $  .76          $  .73          $  .265
   Second quarter                        2,612              565              336              .62             .60             .265
   Third quarter                         2,553              512              299              .56             .55             .28
   Fourth quarter                        2,640              510              312              .58             .57             .28
- ------------------------------------------------------------------------------------------------------------------------------------
                                       $10,440           $2,274           $1,365           $ 2.52          $ 2.45          $ 1.09
====================================================================================================================================
   2001:
   First quarter                       $ 2,631           $  645           $  369           $  .67          $  .63          $  .25
   Second quarter                        2,541              526              293              .53             .51             .25
   Third quarter                         2,407              312(b)           168(b)           .31             .29(b)          .265
   Fourth quarter                        2,290              280(c)           144(c)           .26             .26(c)          .265
- ------------------------------------------------------------------------------------------------------------------------------------
                                       $ 9,869           $1,763(d)        $  974(d)        $ 1.77          $ 1.70(d)       $ 1.03
====================================================================================================================================


   (a) Net income per share is computed independently for each of the periods
   presented. Accordingly, the sum of the quarterly net income per share amounts
   does not equal the total for the year in 2001.
   (b) Includes charges related to September 11 and restructuring costs of $173
   which reduce diluted net income per share by $.19.
   (c) Includes charges related to September 11 and restructuring costs of $223
   which reduce diluted net income per share by $.24.
   (d) Includes charges related to September 11 and restructuring costs of $396
   which reduce diluted net income per share by $.42.

   All per share amounts have been restated for a two-for-one stock distribution
   of MMC common stock, which was issued as a stock dividend on June 28, 2002.


   As of February 29, 2004, there were 11,363 stockholders of record.


                                       54



                Marsh & McLennan Companies, Inc. and Subsidiaries
                   FIVE-YEAR STATISTICAL SUMMARY OF OPERATIONS



====================================================================================================================================
                                                                                                                            Compound
   For the Years Ended December 31,                                                                                      Growth Rate
   (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE FIGURES)                2003        2002        2001        2000       1999   1998-2003
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
   Revenue:
   Risk and Insurance Services                                      $6,868      $5,910      $5,152      $4,780      $4,523      15%
   Investment Management                                             2,001       2,166       2,409       3,242       2,684      (3)%
   Consulting                                                        2,719       2,364       2,308       2,286       2,086      10%
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Revenue                                              11,588      10,440       9,869      10,308       9,293      10%
- ------------------------------------------------------------------------------------------------------------------------------------
   Expenses:
   Compensation and Benefits                                         5,926       5,199       4,877       4,941       4,574      11%
   Other Operating Expenses                                          3,166       2,967       3,229       3,188       3,252       6%
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Expenses                                              9,092       8,166       8,106       8,129       7,826       9%
- ------------------------------------------------------------------------------------------------------------------------------------
   Operating Income                                                  2,496       2,274       1,763(a)    2,179       1,467(b)   12%
   Interest Income                                                      24          19          23          23          21
   Interest Expense                                                   (185)       (160)       (196)       (247)       (233)
- ------------------------------------------------------------------------------------------------------------------------------------
   Income Before Income Taxes and Minority Interest                  2,335       2,133       1,590       1,955       1,255      12%
   Income Taxes                                                        770         747         599         753         524
   Minority Interest, Net of Tax                                        25          21          17          21           5
====================================================================================================================================
   Net Income                                                       $1,540      $1,365      $  974      $1,181       $ 726      14%
====================================================================================================================================
   Basic Net Income Per Share Information:
   Net Income Per Share                                              $2.89       $2.52       $1.77       $2.18       $1.38      13%
   Average Number of Shares Outstanding                                533         541         550         543         526
====================================================================================================================================
   Diluted Net Income Per Share Information:
   Net Income Per Share                                              $2.81       $2.45       $1.70       $2.05       $1.31      14%
   Average Number of Shares Outstanding                                548         557         572         569         543
====================================================================================================================================
   Dividends Paid Per Share                                          $1.18       $1.09      $ 1.03       $ .95       $ .85      10%
   Return on Average Stockholders' Equity                               29%         27%         19%         25%         19%

   Year-end Financial Position:
   Working capital                                                 $  (188)       (199)    $  (622)    $  (855)    $(1,405)
   Total assets                                                    $15,053     $13,855     $13,769     $14,144     $13,503
   Long-term debt                                                   $2,910      $2,891      $2,334      $2,347      $2,357
   Stockholders' equity                                             $5,451      $5,018      $5,173      $5,228      $4,170
   Total shares outstanding (excluding treasury shares)                527         538         548         552         534
   Other Information:
   Number of employees                                              60,400      59,400      57,800      57,000      52,900
   Stock price ranges--
         U.S. exchanges--High                                       $54.97      $57.30      $59.03      $67.85      $48.38
                       --Low                                        $38.27      $34.61      $39.70      $35.25      $28.57
====================================================================================================================================


   (a) Includes charges related to September 11 and restructuring costs of $396
   million.
   (b) Includes integration and restructuring costs of $337 million.

   See Management's Discussion and Analysis of Financial Condition and Results
   of Operations for discussion of significant items affecting the results of
   operations in 2003 and 2002.


                                       55



                    Board of Directors and Corporate Officers
                                                                                       
BOARD OF DIRECTORS                                THE RT. HON. LORD LANG OF MONKTON, DL      COMPENSATION
                                                  Former British Secretary of State          Lewis W. Bernard, CHAIRMAN
JEFFREY W. GREENBERG                              for Trade & Industry                       Robert F. Erburu
Chairman and Chief Executive Officer                                                         Oscar Fanjul
                                                  DAVID A. OLSEN                             The Rt. Hon. Lord Lang of Monkton, DL
MATHIS CABIALLAVETTA                              Former Chairman, Johnson & Higgins
Vice Chairman, MMC                                                                           DIRECTORS AND GOVERNANCE
Chairman, MMC Global Development                  MORTON O. SCHAPIRO                         Robert F. Erburu, CHAIRMAN
                                                  President, Williams College                Gwendolyn S. King
CHARLES A. DAVIS                                                                             The Rt. Hon. Lord Lang of Monkton, DL
Vice Chairman, MMC                                ADELE SIMMONS                              Morton O. Schapiro
Chairman and Chief Executive Officer,             Vice Chair, Chicago Metropolis 2020
MMC Capital, Inc.                                 Former President,                          EXECUTIVE
                                                  John D. and Catherine T. MacArthur         Jeffrey W. Greenberg, CHAIRMAN
LEWIS W. BERNARD                                  Foundation                                 Lewis W. Bernard
Chairman, Classroom, Inc.                                                                    Stephen R. Hardis
Former Chief of Finance,                          A.J.C. SMITH                               The Rt. Hon. Lord Lang of Monkton, DL
Administration, and Operations,                   Chairman, Putnam Investments               Adele Simmons
Morgan Stanley & Co., Inc.                        Former Chairman, MMC                       A.J.C. Smith

PETER COSTER
President, Mercer Inc.                            ADVISORY DIRECTORS                         OTHER CORPORATE OFFICERS

ROBERT F. ERBURU                                  RICHARD E. HECKERT                         SANDRA S. WIJNBERG
Former Chairman,                                  Former Chairman,                           Senior Vice President and
The Times Mirror Company                          E.I. du Pont de Nemours and Company        Chief Financial Officer

OSCAR FANJUL                                      RICHARD M. MORROW                          WILLIAM L. ROSOFF
Vice Chairman and Chief Executive Officer,        Former Chairman, Amoco Corporation         Senior Vice President and
Omega Capital                                                                                General Counsel
Honorary Chairman, Repsol YPF                     GEORGE PUTNAM
                                                  Chairman Emeritus, The Putnam Funds        CHARLES E. HALDEMAN
RAY J. GROVES                                                                                President and Chief Executive Officer,
Chairman and Chief Executive Officer,             FRANK J. TASCO                             Putnam Investments
Marsh Inc.                                        Former Chairman, MMC
                                                                                             FRANCIS N. BONSIGNORE
STEPHEN R. HARDIS                                                                            Senior Vice President,
Chairman, Axcelis Technologies, Inc.              COMMITTEES OF THE BOARD                    Executive Resources and Development
Former Chairman, Eaton Corporation
                                                  AUDIT                                      BARBARA S. PERLMUTTER
GWENDOLYN S. KING                                 Stephen R. Hardis, CHAIRMAN                Senior Vice President, Public Affairs
President, Podium Prose                           Oscar Fanjul
Former Commissioner,                              Gwendolyn S. King
Social Security Administration                    David A. Olsen
                                                  Morton O. Schapiro
                                                  Adele Simmons





                          International Advisory Board

                                                                                     
A.J.C. SMITH                                  MATHIS CABIALLAVETTA (Switzerland)           MARCILIO MARQUES MOREIRA (Brazil)
INTERNATIONAL ADVISORY BOARD CHAIRMAN         Vice Chairman, MMC                           Former Finance Minister and
Chairman, Putnam Investments                  Chairman, MMC Global Development             Former Ambassador to the United States
Former Chairman, MMC
                                              JOHN R. EVANS (Canada)                       PAUL F. OREFFICE (United States)
ABDLATIF Y. AL-HAMAD (Middle East)            Chairman, Torstar Corporation                Former Chairman and
Chairman, Arab Fund for Economic                                                           Chief Executive Officer,
and Social Development                        OSCAR FANJUL (Spain)                         The Dow Chemical Company
                                              Vice Chairman and Chief Executive Officer,
RAYMOND BARRE (France)                        Omega Capital                                JESUS SILVA-HERZOG (Mexico)
Former Prime Minister                         Honorary Chairman, Repsol YPF                Former Finance Minister and
                                                                                           Former Ambassador to the United States
ROLF-E. BREUER (Germany)                      TOYOO GYOHTEN (Japan)
Chairman, Deutsche Bank AG                    President, Institute for                     WEI MING YI (China)
                                              International Monetary Affairs               Chairman, International Advisory Council,
                                              Former Chairman, The Bank of Tokyo           China International Trust and
                                                                                           Investment Corporation





                                       56



Designed and Produced by Taylor & Ives, NYC

                             Shareholder Information

ANNUAL MEETING

The 2004 annual meeting of shareholders will be held at 10 a.m., Thursday, May
20, in the 2nd floor auditorium of the McGraw-Hill Building, 1221 Avenue of the
Americas, New York City. At the time of the mailing of this annual report, the
notice of the annual meeting and proxy statement, together with a proxy card, is
scheduled to be sent to each shareholder.

ANTICIPATED 2004 DIVIDEND PAYMENT DATES

February 13 (paid), May 14, August 13, November 15

FINANCIAL AND INVESTOR INFORMATION

Shareholders and prospective investors inquiring about
reinvestment and payment of dividends, consolidation of accounts, changes of
registration, and stock certificate holdings should contact:

The Bank of New York
Shareholder Relations Department
P.O. Box 11258
Church Street Station
New York, NY 10286
Telephone: (800) 457-8968
           (610) 312-5238

Certificates for transfer and address changes should be sent to:

The Bank of New York
Receive and Deliver Department
P.O. Box 11002
Church Street Station
New York, NY 10286

The Bank of New York
c/o Computershare Services
Registrar's Department
P.O. Box 82, The Pavilions
Bridgewater Road, Bristol BS99 7NH
England
Telephone: 0870-7020000

The Bank of New York's website: www.stockbny.com
E-mail inquiries: shareowners@bankofny.com

Copies of MMC annual reports and Forms 10-K and 10-Q are available on our
website and also may be requested by contacting:

Corporate Development
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036
Telephone: (212) 345-5475
MMC's website: www.mmc.com

STOCK LISTINGS

MMC's common stock (ticker symbol: MMC) is listed on the New York, Chicago,
Pacific, and London stock exchanges.

OFFICER CERTIFICATIONS

The certifications of the chief executive officer and chief financial officer
required under Section 302 of the Sarbanes-Oxley Act of 2002 have been filed as
an exhibit to MMC's Annual Report on Form 10-K for the year ended December 31,
2003.

COMPLAINTS AND CONCERNS PROCEDURES

To report any issue relating to the accounting, internal accounting controls, or
auditing practices of Marsh & McLennan Companies (including its subsidiaries and
affiliates), you may contact the company by mail or telephone. To communicate
with the company's independent directors, you may telephone or write to the
Directors and Governance Committee of the MMC Board of Directors. You may review
the company's procedures for handling complaints and concerns of employees and
other interested parties at www.mmc.com.

By mail:
Marsh & McLennan Companies, Inc.
P.O. Box 4974
New York, NY 10185-4974

By telephone:
MMC Ethics & Compliance Line
In Canada and the United States: (800) 381-2105
Outside Canada and the United States: Use your country's AT&T Direct(R) Service
number to reach the MMC Ethics & Compliance Line toll-free.

- --------------------------------------------------------------------------------
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

THIS ANNUAL REPORT TO SHAREHOLDERS CONTAINS FORWARD-LOOKING STATEMENTS, WHICH BY
THEIR NATURE INVOLVE RISKS AND UNCERTAINTIES. PLEASE REFER TO MARSH & MCLENNAN
COMPANIES' 2003 ANNUAL REPORT ON FORM 10-K FOR "INFORMATION CONCERNING
FORWARD-LOOKING STATEMENTS" AND A DESCRIPTION OF CERTAIN FACTORS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER FROM GOALS REFERRED TO HEREIN OR CONTEMPLATED BY SUCH
STATEMENTS.

SELECTED IMAGERY

COVER:   SCORE: MOZART'S FANTASIA AND SONATA FOR PIANO IN C MINOR, 1785

PAGE 5:  THEORBO-LUTE BY TIEFFENBRUCKER, 1610. ILLUSTRATION BY ANTON RADEVSKY,
         THE ILLUSTRATED ENCYCLOPEDIA OF MUSICAL INSTRUMENTS, KIBEA PUBLISHING
         COMPANY, 2000 SCORE: SONG OF THE PILGRIMS OF COMPOSTELLA FROM CODEX
         CALIXTINUS, 12TH CENTURY

PAGE 6:  DETAIL OF A MILLEFLEURS TAPESTRY, LOIRE WORKSHOP, 1510

PAGE 10: CLAVIHARP BY J. CH. DITTY, PARIS, 1821. ILLUSTRATION BY ANTON RADEVSKY,
         THE ILLUSTRATED ENCYCLOPEDIA OF MUSICAL INSTRUMENTS, KIBEA PUBLISHING
         COMPANY, 2000 SCORE: BEETHOVEN

PAGE 13: "LADY SEATED AT THE VIRGINALS" BY JAN VERMEER, 1632-1675

PAGE 15: ALTO SAXOPHONE. ILLUSTRATION BY ANTON RADEVSKY,

         THE ILLUSTRATED ENCYCLOPEDIA OF MUSICAL INSTRUMENTS, KIBEA PUBLISHING
         COMPANY, 2000 SCORE: DUKE ELLINGTON

PAGE 16: "UPTOWN SUNDAY NIGHT SESSION" BY ROMARE BEARDEN, 1981



                         GRAPHIC OMITTED: ILLUSTRATION

MMC [LOGO]
MARSH o PUTNAM o MERCER
MARSH & MCLENNAN COMPANIES

Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036
www.mmc.com

EX-21

                                                                      Exhibit 21

                               MMC SUBSIDIARY LIST
                                 AS OF 2/27/2004




NAME                                                                                      DOMICILE
                                                                                       
1302318 Ontario Inc.                                                                      Canada
A. Constantinidi & CIA. S.C.                                                              Uruguay
Actuarios Consultores Asociados                                                           Portugal
Administradora de Inmuebles Fin, S.A. de C.V.                                             Mexico
Admiral Holdings Limited                                                                  England and Wales
Admiral Ireland Limited                                                                   Ireland
Admiral Underwriting Agencies (Ireland) Limited                                           Ireland
Admiral Underwriting Agencies Limited                                                     England and Wales
AFCO Premium Acceptance Inc.                                                              California
AFCO Premium Credit LLC                                                                   Delaware
Affinity Financial Incorporated                                                           Iowa
Affinity Groups Advantage Limited                                                         England and Wales
Albert Willcox & Co. of Canada Ltd.                                                       Canada
Aldgate Investments Limited                                                               Bermuda
Aldgate US Investments                                                                    England and Wales
Alfram Consultores S.A.C.                                                                 Peru
All Asia Sedgwick Insurance Brokers Corporation                                           Philippines
Allied Medical Assurance Services Limited                                                 England and Wales
America Surplus Lines Insurance Company                                                   Mississippi
American Overseas Management Corporation (Canada)                                         Canada
Antah Sedgwick Insurance Brokers Sdn. Bhd.                                                Malaysia
APRIMAN, Inc.                                                                             California
Assivalo Comercial E Representacoes Ltda.                                                 Brazil
Assur Conseils Cecar & Jutheau S.A.                                                       Senegal
Australian World Underwriters Pty Ltd.                                                    Australia
Aviation Risk Management Services Limited                                                 England and Wales
B.K. Thomas & Partners Limited                                                            England and Wales
Balis & Co., Inc.                                                                         Pennsylvania
Bargheon US LLC                                                                           Delaware
Bau Assekuranz Vermittlungs GmbH                                                          Germany
Beneficios Ltda.                                                                          Colombia
Bland Payne (South Aust.) Pty Limited                                                     Australia
Bonnor Holding A/S                                                                        Denmark
Border Insurance Services, Inc.                                                           California
Bowring (Bermuda) Investments Ltd.                                                        Bermuda
Bowring Marine Limited                                                                    England and Wales
Bowring Risk Management Limited                                                           England and Wales





                                                                                       
BRW Insurance & Financial Services Limited                                                Ireland
BRW Insurance Brokers Limited                                                             Ireland
ByS Servicios Especiales, Agente de Seguros, S.A. de C.V.                                 Mexico
C.T. Bowring & Co. (Insurance) Limited                                                    England and Wales
C.T. Bowring and Associates (Private) Limited                                             Zimbabwe
C.T. Bowring Ireland Limited                                                              Ireland
C.T. Bowring Limited                                                                      England and Wales
California Insurance Services, Inc.                                                       California
Capatho AB                                                                                Sweden
CarLease Luxembourg SA                                                                    Luxembourg
Carpenter Bowring (UK) Limited                                                            England and Wales
Casualty Insurance Company Services, Inc.                                                 California
Cecar Brasil Administracao e Corretagem de Seguros Ltda.                                  Brazil
Claims, Inc                                                                               Texas
Cofast S.A.                                                                               France
Combined Performance Measurement Services Limited                                         Ireland
Companias DeLima S.A.                                                                     Colombia
Confidentia Life Insurance Agency Ltd.                                                    Israel
Confidentia Marine Insurance Agency (1983) Ltd.                                           Israel
Constantinidi Marsh SA                                                                    Uruguay
Consulmercer-Consultores de Gestao, Sociedade Unipessoal, Lda.                            Portugal
Consultores 2020                                                                          Venezuela
Consultores en Garantias, S.A. de C.V.                                                    Mexico
Corporate Pensions & Financial Services Limited                                           Scotland
Corporate Resources Group (Holdings) Ltd.                                                 British Virgin Islands
Corporate Resources Group (UK) Limited                                                    England and Wales
Corporate Risk Limited                                                                    Scotland
Countryside, Inc                                                                          Tennessee
CRG (India) Private Ltd.                                                                  India
CRG (Singapore) Pte Ltd                                                                   Singapore
CRG (Thailand) Ltd.                                                                       Thailand
CRG A/S                                                                                   Denmark
CRG Finland OY                                                                            Finland
CRG Holdings, Inc.                                                                        Philippines
CRG HR SDN BHD                                                                            Malaysia
CRG Iberica, SL                                                                           Spain
CRG Ltd.                                                                                  Hong Kong
CRG S.A.                                                                                  Switzerland
CRG Sverige AB                                                                            Sweden
Cruiselook Limited                                                                        England and Wales





                                       2


                                                                                       
Crump E&S of California Insurance Services, Inc.                                          California
Crump E&S of San Francisco Insurance Services, Inc.                                       California
Crump Financial Services, Inc.                                                            Tennessee
Crump Group, Inc.                                                                         Delaware
Crump Insurance Agency Services, Inc.                                                     Delaware
Crump Insurance Services Northwest, Inc.                                                  Washington
Crump Insurance Services of Atlanta, Inc.                                                 Georgia
Crump Insurance Services of Boston, Inc.                                                  Massachusetts
Crump Insurance Services of Colorado, Inc.                                                Colorado
Crump Insurance Services of Florida, Inc.                                                 Florida
Crump Insurance Services of Houston, Inc.                                                 Texas
Crump Insurance Services of Illinois, Inc.                                                Illinois
Crump Insurance Services of Louisiana, Inc.                                               Louisiana
Crump Insurance Services of Memphis, Inc.                                                 Tennessee
Crump Insurance Services of Michigan                                                      Michigan
Crump Insurance Services of Texas, Inc.                                                   Texas
Crump Insurance Services, Inc.                                                            Texas
Crump of New Jersey, Inc.                                                                 New Jersey
Crump of New York, Inc.                                                                   New York
Crump Transportation Insurance Services, Inc.                                             California
Cumberland Brokerage Limited                                                              Bermuda
CVA Consultants, Inc.                                                                     Nevada
Danish Re (Bermuda) Limited                                                               Bermuda
Decision Research Corporation                                                             Massachusetts
DeLima Marsh S.A. - Los Corredores de Seguros S.A.                                        Colombia
DeLima Mercer Agencia de Seguros Ltda.                                                    Colombia
DeLima Mercer Consultoria de Recursos Humanos Ltda.                                       Colombia
Deutsche Post Assekuranz Vermittlungs GmbH                                                Germany
Digitsuper Limited                                                                        England and Wales
Don A. Harris & Associates, Inc.                                                          Nevada
DVA - Deutsche Verkehrs-Assekuranz-Vermittlungs GmbH                                      Germany
Elysees Prevoyance Gestion                                                                France
EnBW Versicherungs Vermittlung GmbH                                                       Germany
Encon Group Inc.                                                                          Canada
Encon Holdings, Inc.                                                                      Canada
Encon Reinsurance Managers Inc.                                                           Canada
Encon Underwriting Agency, Inc.                                                           Texas
Encon Underwriting Limited                                                                England and Wales
English Pension Trustees Limited                                                          England and Wales
Epsilon Insurance Company, Ltd.                                                           Cayman Islands





                                       3


                                                                                       
Espana Cinco, Inc.                                                                        Delaware
Espana Cuatro, Inc.                                                                       Delaware
Espana Dos, Inc.                                                                          Delaware
Espana Ocho, Inc.                                                                         Delaware
Espana Seis, Inc.                                                                         Delaware
Espana Siete, Inc.                                                                        Delaware
Espana Tres, Inc.                                                                         Delaware
Espana Uno, Inc.                                                                          Delaware
Excess and Treaty Management Corporation                                                  New York
Exmoor Management Company Limited                                                         Bermuda
Fenchurch Insurance Brokers Pty. Limited                                                  Australia
Fernando Mesquida y Asociados SA                                                          Argentina
G. E. Freeman Insurance Agency Limited                                                    Canada
Gaelarachas Teoranta                                                                      Ireland
Galbraith & Green, Inc of Ohio                                                            Ohio
Gem Insurance Company Limited                                                             Bermuda
Gradmann & Holler GbR                                                                     Germany
GSC Grupo de Servicos a Cortoes de Credito S/C Ltda.                                      Brazil
Guy Carpenter & Cia., S.A.                                                                Spain
Guy Carpenter & Co. Labuan Ltd.                                                           Malaysia
Guy Carpenter & Company (Pty) Limited                                                     South Africa
Guy Carpenter & Company AB                                                                Sweden
Guy Carpenter & Company B.V.                                                              Netherlands
Guy Carpenter & Company Corredores de Reaseguros Ltda                                     Chile
Guy Carpenter & Company GmbH                                                              Germany
Guy Carpenter & Company Limited                                                           Canada
Guy Carpenter & Company Limited                                                           Hong Kong
Guy Carpenter & Company Limited                                                           England and Wales
Guy Carpenter & Company Limited                                                           Dublin
Guy Carpenter & Company Peru Corredores de Reaseguros S.A.                                Peru
Guy Carpenter & Company Private Limited                                                   Singapore
Guy Carpenter & Company Pty. Limited                                                      Australia
Guy Carpenter & Company S.r.l.                                                            Italy
Guy Carpenter & Company Venezuela, C.A.                                                   Venezuela
Guy Carpenter & Company, Inc.                                                             Delaware
Guy Carpenter & Company, Inc. of Pennsylvania                                             Pennsylvania
Guy Carpenter & Company, Ltda.                                                            Brazil
Guy Carpenter & Company, S.A.                                                             Belgium
Guy Carpenter & Company, S.A.                                                             France
Guy Carpenter & Company, S.A. (Argentina)                                                 Argentina





                                       4


                                                                                       
Guy Carpenter Broking, Inc.                                                               Delaware
Guy Carpenter Colombia Corredores de Reaseguros Ltda.                                     Colombia
Guy Carpenter Facultative Pty. Ltd.                                                       Australia
Guy Carpenter Facultatives S.A.S.                                                         France
Guy Carpenter Insurance Strategy, Inc.                                                    Delaware
Guy Carpenter Japan, Inc.                                                                 Japan
Guy Carpenter Reinmex Corredores de Reaseguros Ltda                                       Colombia
Guy Carpenter Reinmex Intermediario de Reaseguros, S.A. De C.V.                           Mexico
Guy Carpenter Reinsurance Brokers Philippines, Inc.                                       Philippines
Hansen International Limited                                                              Delaware
Healthcare Agencies Limited                                                               England and Wales
Healthcare Risk Management Services, Inc.                                                 Washington
Henry Ward Johnson & Company Insurance Services, Inc.                                     California
Industrial Risks Protection Consultants                                                   Nigeria
Informed Sources Holdings Limited                                                         England and Wales
Informed Sources International Limited                                                    England and Wales
Informed Sources International, Inc.                                                      Delaware
Insbrokers Ltda.                                                                          Uruguay
Insurance Brokers of Nigeria Limited                                                      Nigeria
Inter-Ocean Management (Cayman) Limited                                                   Cayman Islands
Inverbys, S.A. de C.V.                                                                    Mexico
Invercol Ltd.                                                                             Bermuda
IPT Actuarial Services Limited                                                            Ireland
Irish Pension Trustees Limited                                                            Ireland
Irish Pensions Trust Limited                                                              Ireland
Ivoiriennes Assurances Conseil                                                            Ivory Coast
J&H Benefits Plus Inc.                                                                    Philippines
J&H Investments (Bermuda) Ltd.                                                            Bermuda
J&H Marsh & McLennan (Colombia) Ltda.                                                     Colombia
J&H Marsh & McLennan (UK) Limited                                                         England and Wales
J&H Marsh & McLennan Ireland Limited                                                      Ireland
J&H Marsh & McLennan Limited (HK)                                                         Hong Kong
J&H Marsh & McLennan Norway A.S.                                                          Norway
James Wigham Poland International Limited                                                 England and Wales
JHM Holdings, Inc.                                                                        New York
Johnson & Higgins (Bermuda) Limited                                                       Bermuda
Johnson & Higgins (Peru) S.A. Corredores De Seguro                                        Peru
Johnson & Higgins (USVI) Ltd.                                                             Virgin Islands
Johnson & Higgins Consulting (Far East) Ltd.                                              Hong Kong
Johnson & Higgins Holdings Limited                                                        England and Wales





                                       5


                                                                                       
Johnson & Higgins Intermediaries (Cayman) Ltd.                                            Cayman Islands
Johnson & Higgins Ireland Limited                                                         Ireland
Johnson & Higgins Limited                                                                 England and Wales
Johnson & Higgins Managment Services, Ltd.                                                Bermuda
Johnson & Higgins Willis Faber (U.S.A.) Inc.                                              New York
Johnson & Higgins Willis Faber Holdings, Inc.                                             New York
Kessler & Co Inc.                                                                         Switzerland
Kessler Prevoyance S.A.                                                                   Switzerland
Legal & Commercial Insurances Limited                                                     Ireland
Les Conseillers Dpt. Inc.                                                                 Canada
Liberty Place Underwriters, Inc.                                                          Delaware
Lippincott & Margulies, Inc.                                                              New York
Llenrup Participaues S.C. Ltda.                                                           Brazil
Lynch Insurance Brokers Limited                                                           Barbados
M&M Insurance Management Canada Ltd.                                                      Canada
M&M Vehicle, L.P.                                                                         Delaware
M.B. Fitzpatrick Limited                                                                  Ireland
Mactras (Bermuda) Limited                                                                 Bermuda
Marclen Holdings, Inc.                                                                    Delaware
Marclen LLC                                                                               Delaware
Mariners Insurance Agency, Inc.                                                           Massachusetts
Maritime Adjusters, Inc.                                                                  Massachusetts
Marsh & Co. S.p.A.                                                                        Italy
Marsh & McLennan (PNG) Limited                                                            Papua New Guinea
Marsh & McLennan (Singapore) Pte Ltd                                                      Singapore
Marsh & McLennan (South Australia) Pty Ltd                                                Australia
Marsh & McLennan (WA) Pty. Ltd.                                                           Australia
Marsh & McLennan Agencies Pty. Ltd.                                                       Australia
Marsh & McLennan Argentina SA Corredores de Reaseguros                                    Argentina
Marsh & McLennan C&I, GP, Inc.                                                            Delaware
Marsh & McLennan Companies UK Limited                                                     England and Wales
Marsh & McLennan Companies, Inc.                                                          Delaware
Marsh & McLennan Financial Markets, Inc.                                                  Delaware
Marsh & McLennan Finland Oy                                                               Finland
Marsh & McLennan GbR Holdings, Inc.                                                       Delaware
Marsh & McLennan Global Broking (Bermuda) Ltd.                                            Bermuda
Marsh & McLennan GP I, Inc.                                                               Delaware
Marsh & McLennan GP II, Inc.                                                              Delaware
Marsh & McLennan Holdings GmbH                                                            Germany
Marsh & McLennan Holdings II, Inc.                                                        Delaware





                                       6


                                                                                       
Marsh & McLennan Holdings Limited                                                         England and Wales
Marsh & McLennan Holdings, Inc.                                                           Delaware
Marsh & McLennan Limited                                                                  Hong Kong
Marsh & McLennan Management Services (Bermuda) Limited                                    Bermuda
Marsh & McLennan Pallas Holdings GmbH                                                     Germany
Marsh & McLennan Pallas Holdings, Inc.                                                    Delaware
Marsh & McLennan Properties (Bermuda) Ltd.                                                Bermuda
Marsh & McLennan Properties, Inc.                                                         Delaware
Marsh & McLennan Real Estate Advisors, Inc.                                               Delaware
Marsh & McLennan Risk Capital Holdings, Ltd.                                              Delaware
Marsh & McLennan Securities Group Limited                                                 England and Wales
Marsh & McLennan Securities International, Ltd.                                           Bermuda
Marsh & McLennan Services Limited                                                         England and Wales
Marsh & McLennan Servicios, S.A. De C.V.                                                  Mexico
Marsh & McLennan Sweden AB                                                                Sweden
Marsh & McLennan Tech GP II, Inc.                                                         Delaware
Marsh & McLennan, Incorporated                                                            Virgin Islands
Marsh (Bahrain) Company WLL                                                               United Arab Emirates
Marsh (Hong Kong) Limited                                                                 Hong Kong
Marsh (Insurance Brokers) LLP                                                             Kazakhstan
Marsh (Insurance Services) Limited                                                        England and Wales
Marsh (Isle of Man) Limited                                                               Isle of Man
Marsh (Jersey) Limited                                                                    Jersey
Marsh (Middle East) Limited                                                               England and Wales
Marsh (Namibia) (Proprietary) Limited                                                     Namibia
Marsh (Proprietary) Limited                                                               Botswana
Marsh (South Africa) (Proprietary) Limited                                                South Africa
Marsh - Insurance Brokers ZAO                                                             Russia
Marsh A/S                                                                                 Denmark
Marsh AB                                                                                  Sweden
Marsh Advanced Risk Services Limited                                                      England and Wales
Marsh Advanced Risk Solutions Limited                                                     England and Wales
Marsh AG                                                                                  Switzerland
Marsh Argentina S.R.L.                                                                    Argentina
Marsh Asia Pacific Management Pty. Ltd.                                                   Australia
Marsh Assessoria e Consultoria Empresarial S/C Ltda.                                      Brazil
Marsh Assistencia e Administracao S/C Ltda.                                               Brazil
Marsh Austria G.m.b.H.                                                                    Austria
Marsh B.V.                                                                                Netherlands





                                       7


                                                                                       
Marsh Brockman y Schuh Agente de Seguros y de Fianzas, S.A. de C.V.                       Mexico
Marsh Broker Japan, Inc.                                                                  Japan
Marsh Canada Limited/Marsh Canada Limitee                                                 Canada
Marsh Canada Securities Limited/Marsh Canada Valeurs Mobilieres Limitee                   Canada
Marsh Captive Management Services Pty. Ltd.                                               Australia
Marsh Caspian Services LLC                                                                Azerbaijan
Marsh CISO Limited                                                                        England and Wales
Marsh Claims Management Services (Canada) Limited                                         Canada
Marsh Commercial Insurance Agencies Pty Ltd.                                              Australia
Marsh Conseil S.A.S.                                                                      France
Marsh Corporate Services (Barbados) Limited                                               Barbados
Marsh Corporate Services Limited                                                          England and Wales
Marsh Corretora de Seguros Ltda.                                                          Brazil
Marsh d.o.o. Beograd                                                                      Serbia & Montenegro
Marsh d.o.o. za posredovanje u osiguranju                                                 Croatia
Marsh Direct                                                                              Korea
Marsh E00D                                                                                Bulgaria
Marsh Employee Benefit Services Limited                                                   England and Wales
Marsh Eurofinance BV                                                                      Netherlands
Marsh Europe S.A.                                                                         Belgium
Marsh Financial Insurance Services of Massachusetts, Inc.                                 Massachusetts
Marsh Financial Services (Guernsey) Limited                                               Guernsey
Marsh Financial Services International Ltd.                                               Bermuda
Marsh Financial Services Limited                                                          England and Wales
Marsh Financial Services Limited                                                          Ireland
Marsh Financial Services of Texas, Inc.                                                   Texas
Marsh Financial Services, Inc.                                                            Indiana
Marsh Financial Services, Inc.                                                            New York
Marsh Georgia Limited                                                                     England and Wales
Marsh Global Broking (Bermuda) Ltd.                                                       Bermuda
Marsh Global Broking (Dublin) Limited                                                     Ireland
Marsh Global Broking GmbH                                                                 Germany
Marsh Global Broking Inc. (Connecticut)                                                   Connecticut
Marsh Global Broking Inc. (Missouri)                                                      Missouri
Marsh Global Broking Inc. (New Jersey)                                                    New Jersey
Marsh Global Broking Inc. (Texas)                                                         Texas
Marsh GmbH                                                                                Germany
Marsh Holding AB                                                                          Sweden
Marsh Holdings (Proprietary) Limited                                                      South Africa
Marsh Holdings B.V.                                                                       Netherlands





                                       8


                                                                                       
Marsh Holdings Limited                                                                    England and Wales
Marsh Inc.                                                                                Delaware
Marsh India Private Limited                                                               India
Marsh INSCO LLC                                                                           United Arab Emirates
Marsh Insurance & Investments Corp.                                                       Delaware
Marsh Insurance and Risk Management Consultants Co. Ltd.                                  China
Marsh Insurance Brokers (Malaysia) Sdn Bhd                                                Malaysia
Marsh Insurance Brokers (Private) Limited                                                 Zimbabwe
Marsh Insurance Brokers Limited                                                           England and Wales
Marsh Insurance Services Spolka z.o.o.                                                    Poland
Marsh Intermediaries, Inc.                                                                New York
Marsh International Broking Holdings Limited                                              England and Wales
Marsh International Holdings (Korea) Inc.                                                 Delaware
Marsh International Holdings II, Inc.                                                     Delaware
Marsh International Holdings, Inc.                                                        Delaware
Marsh International Limited                                                               England and Wales
Marsh Ireland Holdings Limited                                                            Ireland
Marsh Ireland Limited                                                                     Ireland
Marsh Israel (1999) Ltd.                                                                  Israel
Marsh Israel (Holdings) Ltd.                                                              Israel
Marsh Israel Consultants Ltd.                                                             Israel
Marsh Israel Insurance Agency Ltd.                                                        Israel
Marsh Japan, Inc.                                                                         Japan
Marsh Kft.                                                                                Hungary
Marsh Kindlustusmaakler AS                                                                Estonia
Marsh Korea, Inc.                                                                         Korea
Marsh Life & Pension Oy                                                                   Finland
Marsh Limited                                                                             England and Wales
Marsh Limited (Fiji)                                                                      Fiji
Marsh Limited (New Zealand)                                                               New Zealand
Marsh Link Limited                                                                        England and Wales
Marsh LLC                                                                                 Ukraine
Marsh LLC Insurance Brokers                                                               Greece
Marsh Ltd.                                                                                Wisconsin
Marsh Ltd. Taiwan Branch                                                                  Taiwan
Marsh Luxembourg SA                                                                       Luxembourg
Marsh Management Services (Barbados), Ltd.                                                Barbados
Marsh Management Services (Bermuda) Ltd.                                                  Bermuda
Marsh Management Services (British Virgin Islands) Ltd                                    British Virgin Islands
Marsh Management Services (Cayman) Ltd.                                                   Cayman Islands





                                       9


                                                                                       
Marsh Management Services (Dublin) Limited                                                Ireland
Marsh Management Services (Labuan) Limited                                                Malaysia
Marsh Management Services (Luxembourg) SA                                                 Luxembourg
Marsh Management Services (USVI) Ltd.                                                     Virgin Islands
Marsh Management Services Guernsey Limited                                                Guernsey
Marsh Management Services Inc.                                                            New York
Marsh Management Services Isle of Man Limited                                             Isle of Man
Marsh Management Services Jersey Limited                                                  Jersey
Marsh Management Services Singapore Pte. Ltd.                                             Singapore
Marsh Marine & Energy AB                                                                  Sweden
Marsh Marine & Energy AS                                                                  Norway
Marsh Marine & Energy Limited                                                             England and Wales
Marsh Mercer Holdings Australia Pty Ltd                                                   Australia
Marsh Mercer Pension Fund Trustee Limited                                                 England and Wales
Marsh Micronesia                                                                          Guam
Marsh Norway AS                                                                           Norway
Marsh Oy                                                                                  Finland
Marsh PB Co., Ltd.                                                                        Thailand
Marsh Peru SA Corredores de Seguros                                                       Peru
Marsh Philippines, Inc.                                                                   Philippines
Marsh Placement Inc.                                                                      Illinois
Marsh Placement Services Limited                                                          England and Wales
Marsh Privat, A.I.E.                                                                      Spain
Marsh Professional Risk Consultants (Pty) Limited                                         South Africa
Marsh Pty. Ltd.                                                                           Australia
Marsh Risk Consulting B.V.                                                                Netherlands
Marsh Risk Consulting Services S.r.l.                                                     Italy
Marsh Risk Management Pvt Ltd.                                                            India
Marsh S.A.                                                                                Belgium
Marsh S.A.                                                                                France
Marsh S.A. Corredores De Seguros                                                          Chile
Marsh S.p.A.                                                                              Italy
Marsh S.R.L.                                                                              Romania
Marsh s.r.o.                                                                              Czech Republic
Marsh s.r.o. (Slovakia)                                                                   Slovak Republic
Marsh SA (Argentina)                                                                      Argentina
Marsh SA (Luxembourg)                                                                     Luxembourg
Marsh Saldana Inc.                                                                        Puerto Rico
Marsh San Sigorta Ve Reasurans Brokerligi A.S.                                            Turkey
Marsh Secretarial Services Limited                                                        England and Wales





                                       10


                                                                                       
Marsh Services Limited                                                                    England and Wales
Marsh Services S.A.S.                                                                     France
Marsh SIA                                                                                 Latvia
Marsh Singapore Pte Ltd.                                                                  Singapore
Marsh Space Projects Limited                                                              England and Wales
Marsh Specialty Operations Limited                                                        England and Wales
Marsh Spolka z.o.o.                                                                       Poland
Marsh Treasury Services (Dublin) Limited                                                  Ireland
Marsh Treasury Services Limited                                                           England and Wales
Marsh Tunisia S.A.R.L.                                                                    Tunisia
Marsh UK Group Limited                                                                    England and Wales
Marsh UK Limited                                                                          England and Wales
Marsh Ukraine Limited                                                                     England and Wales
Marsh USA (India) Inc.                                                                    Delaware
Marsh USA Agency Inc.                                                                     Texas
Marsh USA Benefits Inc.                                                                   Texas
Marsh USA Inc. (Alabama)                                                                  Alabama
Marsh USA Inc. (Alaska)                                                                   Alaska
Marsh USA Inc. (Arkansas)                                                                 Arkansas
Marsh USA Inc. (Connecticut)                                                              Connecticut
Marsh USA Inc. (Delaware)                                                                 Delaware
Marsh USA Inc. (Idaho)                                                                    Idaho
Marsh USA Inc. (Illinois)                                                                 Illinois
Marsh USA Inc. (Indiana)                                                                  Indiana
Marsh USA Inc. (Kentucky)                                                                 Kentucky
Marsh USA Inc. (Louisiana)                                                                Louisiana
Marsh USA Inc. (Massachusetts)                                                            Massachusetts
Marsh USA Inc. (Michigan)                                                                 Michigan
Marsh USA Inc. (Mississippi)                                                              Mississippi
Marsh USA Inc. (Nevada)                                                                   Nevada
Marsh USA Inc. (Ohio)                                                                     Ohio
Marsh USA Inc. (Oklahoma)                                                                 Oklahoma
Marsh USA Inc. (Pennsylvania)                                                             Pennsylvania
Marsh USA Inc. (Rhode Island)                                                             Rhode Island
Marsh USA Inc. (Texas)                                                                    Texas
Marsh USA Inc. (Utah)                                                                     Utah
Marsh USA Inc. (Virginia)                                                                 Virginia
Marsh USA Inc. (West Virginia)                                                            West Virginia
Marsh USA Risk Services Inc.                                                              Maine
Marsh USA, Inc.                                                                           China





                                       11


                                                                                       
Marsh Venezuela C.A.                                                                      Venezuela
Marsh, Lda.                                                                               Portugal
Marsh, Risk Consulting, S.L.                                                              Spain
Marsh, S.A. Mediadores de Seguros                                                         Spain
Marsh-Assureurs Conseils Tchadiens SARL                                                   Chad
Matthiessen Assurans AB                                                                   Sweden
Matthiessen Reinsurance Ltd AB                                                            Sweden
Mearbridge LLC                                                                            Delaware
Mediservice Administradora De Planos De Saude Ltda.B                                      Brazil
Medisure Affinity Services Limited                                                        England and Wales
Medisure Corporate Services Limited                                                       England and Wales
Medisure Trustees Limited                                                                 England and Wales
Mees & Zoonen Argentina SA                                                                Argentina
Members Insurance Club Agency, Inc.                                                       Louisiana
Members Insurance Club Agency, Inc.                                                       Ohio
Mercer Asesores de Seguros SA                                                             Argentina
Mercer Australia Limited                                                                  Australia
Mercer Broking Ltd.                                                                       Taiwan
Mercer Consulting Group Verwaltungs GmbH                                                  Germany
Mercer Consulting Holdings Sdn. Bhd.                                                      Malaysia
Mercer Corredores de Seguros Ltda.                                                        Chile
Mercer Corretora de Seguros Ltda                                                          Brazil
Mercer Cullen Egan Dell Limited                                                           New Zealand
Mercer Delta Consulting Limited                                                           Canada
Mercer Delta Consulting Limited                                                           England and Wales
Mercer Delta Consulting LLC                                                               Delaware
Mercer Delta Consulting SAS                                                               France
Mercer Holdings Canada, Inc.                                                              Delaware
Mercer Holdings, Inc.                                                                     Delaware
Mercer Human Resource Consulting                                                          Turkey
Mercer Human Resource Consulting (S) Pte Ltd                                              Singapore
Mercer Human Resource Consulting a.s.                                                     Czech Republic
Mercer Human Resource Consulting A/S                                                      Denmark
Mercer Human Resource Consulting and Insurance Brokers Limited                            Hungary
Mercer Human Resource Consulting AS                                                       Norway
Mercer Human Resource Consulting B.V.                                                     Netherlands
Mercer Human Resource Consulting CA                                                       Venezuela
Mercer Human Resource Consulting GmbH                                                     Germany
Mercer Human Resource Consulting GmbH                                                     Austria
Mercer Human Resource Consulting Korea Ltd.                                               Korea





                                       12


                                                                                       
Mercer Human Resource Consulting Lda.                                                     Portugal
Mercer Human Resource Consulting Limited                                                  Ireland
Mercer Human Resource Consulting Limited                                                  England and Wales
Mercer Human Resource Consulting Limited                                                  Canada
Mercer Human Resource Consulting Limited                                                  Hong Kong
Mercer Human Resource Consulting Limited                                                  China
Mercer Human Resource Consulting LLC                                                      Delaware
Mercer Human Resource Consulting Ltd                                                      Japan
Mercer Human Resource Consulting Ltd                                                      Thailand
Mercer Human Resource Consulting Ltd.                                                     New Zealand
Mercer Human Resource Consulting Ltd.                                                     Taiwan
Mercer Human Resource Consulting Ltda                                                     Brazil
Mercer Human Resource Consulting Ltda.                                                    Chile
Mercer Human Resource Consulting of Indiana, Inc.                                         Indiana
Mercer Human Resource Consulting of Kentucky, Inc.                                        Kentucky
Mercer Human Resource Consulting of Louisiana, Inc.                                       Louisiana
Mercer Human Resource Consulting of Massachusetts, Inc.                                   Massachusetts
Mercer Human Resource Consulting of Michigan, Inc.                                        Michigan
Mercer Human Resource Consulting of Ohio, Inc.                                            Ohio
Mercer Human Resource Consulting of Oklahoma, Inc.                                        Oklahoma
Mercer Human Resource Consulting of Puerto Rico, Inc.                                     Puerto Rico
Mercer Human Resource Consulting of Texas, Inc.                                           Texas
Mercer Human Resource Consulting of Virginia, Inc.                                        Virginia
Mercer Human Resource Consulting OY                                                       Finland
Mercer Human Resource Consulting PT                                                       Indonesia
Mercer Human Resource Consulting Pty Ltd                                                  Australia
Mercer Human Resource Consulting Pvt Ltd                                                  India
Mercer Human Resource Consulting S.A.                                                     France
Mercer Human Resource Consulting SA                                                       Switzerland
Mercer Human Resource Consulting SA                                                       Argentina
Mercer Human Resource Consulting SA de CV                                                 Mexico
Mercer Human Resource Consulting SA-NV                                                    Belgium
Mercer Human Resource Consulting Sdn. Bhd.                                                Malaysia
Mercer Human Resource Consulting SP. Z.O.O.                                               Poland
Mercer Human Resource Consulting Srl                                                      Italy
Mercer Human Resource Consulting, Inc.                                                    Delaware
Mercer Human Resource Consulting, Inc.                                                    Philippines
Mercer Human Resource Consulting, S.L.                                                    Spain
Mercer Inc.                                                                               Delaware
Mercer Insurance Services, Inc.                                                           Massachusetts





                                       13


                                                                                       
Mercer Investment Consulting Limited                                                      Ireland
Mercer Investment Consulting, Inc.                                                        Kentucky
Mercer Investment Nominees Ltd                                                            Australia
Mercer Ireland Holdings Limited                                                           Ireland
Mercer Legal (NSW) Pty Ltd                                                                Australia
Mercer Legal Pty Ltd.                                                                     Australia
Mercer Limited                                                                            England and Wales
Mercer Management Consulting AG                                                           Switzerland
Mercer Management Consulting GmbH                                                         Germany
Mercer Management Consulting Group GmbH & Co. KG                                          Germany
Mercer Management Consulting Limited                                                      England and Wales
Mercer Management Consulting Limited                                                      Canada
Mercer Management Consulting S.L.                                                         Spain
Mercer Management Consulting Servicios, S. de R.L. De C.V.                                Mexico
Mercer Management Consulting SNC                                                          France
Mercer Management Consulting, Inc.                                                        Delaware
Mercer Management Consulting, Ltd.                                                        Bermuda
Mercer Management Consulting, S. De R.L. De C.V.                                          Mexico
Mercer Oliver Wyman Actuarial Consulting, Inc                                             Delaware
Mercer Pensionsraadgivning A/S                                                            Denmark
Mercer Personenversicherungs-makler GmbH                                                  Austria
Mercer R.H. SARL                                                                          France
Mercer Risk, Finance and Insurance Consulting Limited                                     Canada
Mercer SA                                                                                 France
Mercer Securities, Inc.                                                                   Delaware
Mercer Services B.V.                                                                      Netherlands
Mercer Sweden AB                                                                          Sweden
Mercer Tax Agents Pty Ltd                                                                 Australia
Mercer Trustees Limited                                                                   Ireland
Mercer Trustees Limited                                                                   England and Wales
Mercer Zainal Consulting Sdn Bhd                                                          Malaysia
Mercer-Faugere & Jutheau SA                                                               France
MercerHR.com LLC                                                                          Delaware
MercerHR.com, Inc.                                                                        Delaware
MMC Capital C&I GP, Inc.                                                                  Delaware
MMC Capital Limited                                                                       England and Wales
MMC Capital Tech GP II, Inc.                                                              Delaware
MMC Capital, Inc.                                                                         Delaware





                                       14


                                                                                       
MMC Executive Services, Inc.                                                              Delaware
MMC France S.A.                                                                           France
MMC Realty, Inc.                                                                          New York
MMC Securities Corp.                                                                      Delaware
MMOW Limited                                                                              England and Wales
MMRC LLC                                                                                  Delaware
MMRCH LLC                                                                                 Delaware
MMSC Holdings, Inc.                                                                       Delaware
MMSC Risk Advisors, Inc.                                                                  Delaware
MOW Holding LLC                                                                           Delaware
MPA (International) Limited                                                               England and Wales
Muir Beddal (Zimbabwe) Limited                                                            Zimbabwe
MVM Versicherungsberatungs Gesellschaft m.b.H.                                            Austria
MVM Versicherungsmakler AG                                                                Switzerland
N.V. Algemene Verzekeringsmaatschappij 'De Zee'                                           Netherlands
National Economic Research Associates KK                                                  Japan
National Economic Research Associates, Inc.                                               California
National Economic Research Associates, Inc.                                               Delaware
National Medical Audit                                                                    California
NERA do Brasil Ltda.                                                                      Brazil
NERA S.R.L.                                                                               Italy
NERA UK Limited                                                                           England and Wales
Neuburger Noble Lowndes GmbH                                                              Germany
New S.A.                                                                                  Peru
Niu Marsh Limited                                                                         Papua New Guinea
Noble Lowndes Personal Financial Services Limited                                         England and Wales
Normandy Reinsurance Company Limited                                                      Bermuda
OCR Ltd.                                                                                  Australia
Omega Indemnity (Bermuda) Limited                                                         Bermuda
Organizacion Brockman y Schuh, S.A. de C.V.                                               Mexico
P.I.C. Advisory Services Limited                                                          Ireland
Paladin Reinsurance Corporation                                                           New York
Palamerican Corporation                                                                   Delaware
Pallas Marsh Corretagem de Seguros Ltda.                                                  Brazil
Panagora Asset Management, Inc.                                                           Delaware
Panhandle Insurance Agency, Inc.                                                          Texas
Payment Protection Services Limited                                                       Ireland
Pension Trustees Limited                                                                  England and Wales
Peter Smart Associates Limited                                                            England and Wales





                                       15


                                                                                       
PFT Limited                                                                               England and Wales
PI Financial Risk Services (Proprietary) Limited                                          South Africa
PI Indemnity Company, Limited                                                             Ireland
PII Holdings, Inc.                                                                        Massachusetts
Potomac Insurance Managers, Inc.                                                          Delaware
Price Forbes Australia Limited                                                            Australia
Price Forbes Limited                                                                      England and Wales
PRIESTIM SCI                                                                              France
PT. Marsh Indonesia                                                                       Indonesia
PT. Peranas Agung                                                                         Indonesia
Putnam Aviation Holdings, LLC                                                             Delaware
Putnam Capital, LLC                                                                       Delaware
Putnam Fiduciary Trust Company                                                            Massachusetts
Putnam Futures Advisors, Inc.                                                             Massachusetts
Putnam International Advisory Company S.A.                                                Luxembourg
Putnam International Distributors, Ltd.                                                   Cayman Islands
Putnam Investment Holdings, LLC                                                           Delaware
Putnam Investment Management Trust                                                        Massachusetts
Putnam Investment Management, LLC                                                         Delaware
Putnam Investments Argentina, S.A.                                                        Argentina
Putnam Investments Australia Pty Limited                                                  Australia
Putnam Investments Inc.                                                                   Canada
Putnam Investments Limited (Ireland)                                                      Ireland
Putnam Investments Limited (UK)                                                           England and Wales
Putnam Investments Securities Co., Ltd.                                                   Japan
Putnam Investments Trust                                                                  Massachusetts
Putnam Investments Trust II                                                               Massachusetts
Putnam Investments, LLC                                                                   Delaware
Putnam Investor Services, Inc.                                                            Massachusetts
Putnam Retail Management GP, Inc.                                                         Massachusetts
Putnam Retail Management Limited Partnership                                              Massachusetts
Putnam, LLC                                                                               Delaware
R. Mees & Zoonen Holdings B.V.                                                            Netherlands
R.I.A.S. Insurance Services Limited                                                       Scotland
R.W. Gibbon & Son (Underwriting Agencies) Limited                                         England and Wales
Reclaim Consulting Services Limited                                                       England and Wales
Reinmex                                                                                   Mexico
Reinmex de Colombia Corredores de Reaseguos, Ltda.                                        Mexico
Reinmex Florida, Inc.                                                                     Florida
Reinsurance Solutions International, L.L.C.                                               Delaware





                                       16


                                                                                       
Reitmulders & Partners B.V.                                                               Netherlands
Resolutions International Limited                                                         Delaware
ReSolutions International Limited                                                         England and Wales
Resource Benefit Associates                                                               Nigeria
Retach Corporation                                                                        Delaware
Retirement Pension Trustee's Limited                                                      Zimbabwe
RIC Management Services Limited                                                           Ireland
Richard Sparrow and Company (International Non Marine) Limited                            England and Wales
Richard Sparrow and Company Limited                                                       England and Wales
Richard Sparrow Holdings Limited                                                          England and Wales
Rivers Group Limited                                                                      England and Wales
RMB-Risk Management Beratungs-GmbH                                                        Germany
Rockefeller Risk Advisors of Florida, Inc.                                                Florida
Rockefeller Risk Advisors, Inc.                                                           New York
RSI Solutions International, Inc.                                                         New York
Sackville House Limited                                                                   England and Wales
SAFCAR Cecar & Jutheau                                                                    Mali
SCIB (Bermuda) Limited                                                                    Bermuda
SCMS Administrative Services, Inc.                                                        Illinois
Seabury & Smith Agency, Inc.                                                              Ohio
Seabury & Smith Group Limited                                                             England and Wales
Seabury & Smith Limited                                                                   England and Wales
Seabury & Smith of Georgia, Inc.                                                          Georgia
Seabury & Smith of Idaho, Inc.                                                            Idaho
Seabury & Smith of Illinois, Inc.                                                         Illinois
Seabury & Smith, Inc. (Delaware)                                                          Delaware
Seabury & Smith, Inc. (Indiana)                                                           Indiana
Seabury & Smith, Inc. (Louisiana)                                                         Louisiana
Seabury & Smith, Inc. (Massachusetts)                                                     Massachusetts
Seabury & Smith, Inc. (Michigan)                                                          Michigan
Seabury & Smith, Inc. (Nevada)                                                            Nevada
Seabury & Smith, Inc. (Oklahoma)                                                          Oklahoma
Seabury & Smith, Inc. (Texas)                                                             Texas
Seabury & Smith, Inc. (Virginia)                                                          Virginia
SEDFEMA Insurance Brokers, Inc.                                                           Philippines
Sedgwick (Bermuda) Limited                                                                Bermuda
Sedgwick (Deutschland) GmbH                                                               Germany
Sedgwick (Holdings) Pty. Limited                                                          Australia
Sedgwick (Isle of Man) Limited                                                            Isle of Man
Sedgwick (PNG) Limited                                                                    Papua New Guinea





                                       17


                                                                                       
Sedgwick Affinity Group Services Limited                                                  England and Wales
Sedgwick Africa Holdings (Proprietary) Limited                                            South Africa
Sedgwick Alpha Limited                                                                    England and Wales
Sedgwick Asia Pacific Limited                                                             Australia
Sedgwick Aviation Limited                                                                 England and Wales
Sedgwick Azeri Limited                                                                    England and Wales
Sedgwick Benefits, Inc.                                                                   Utah
Sedgwick Bergvall Holdings AS                                                             Norway
Sedgwick Brimex (Guernsey) Limited                                                        Guernsey
Sedgwick Claims Management Services Limited                                               Ireland
Sedgwick Claims Management Services, Inc.                                                 Illinois
Sedgwick CMS Holdings, Inc.                                                               Delaware
Sedgwick Construction Asia Limited                                                        Hong Kong
Sedgwick Consulting Group Limited                                                         England and Wales
Sedgwick Corporate and Employee Benefits Limited                                          Australia
Sedgwick Corporate Services Limited                                                       Isle of Man
Sedgwick Dineen Group Limited                                                             Ireland
Sedgwick Dineen Ireland Limited                                                           Ireland
Sedgwick Dineen Limited                                                                   Ireland
Sedgwick Dineen Trustees Limited                                                          Ireland
Sedgwick Energy & Marine Limited                                                          England and Wales
Sedgwick Energy (Insurance Services) Inc.                                                 Texas
Sedgwick Energy Limited                                                                   England and Wales
Sedgwick Europe Benefit Consultants B.V.                                                  Netherlands
Sedgwick Far East Limited                                                                 England and Wales
Sedgwick Financial Services (Deutschland) GmbH                                            Germany
Sedgwick Financial Services Consulting Division BV                                        Netherlands
Sedgwick Financial Services Limited                                                       England and Wales
Sedgwick Financial Services, Inc                                                          Delaware
Sedgwick Forbes Middle East Limited                                                       Jersey
Sedgwick Group (Australia) Pty. Limited                                                   Australia
Sedgwick Group (Bermuda) Limited                                                          Bermuda
Sedgwick Group (Netherlands) B.V.                                                         Netherlands
Sedgwick Group (Zimbabwe) Limited                                                         Zimbabwe
Sedgwick Group Limited                                                                    England and Wales
Sedgwick Holding A/S                                                                      Denmark
Sedgwick Holdings (Private) Limited                                                       Zimbabwe
Sedgwick Hung Kai Insurance & Risk Management Consultants Limited                         Hong Kong
Sedgwick Inc.                                                                             New York
Sedgwick Insurance Agencies Pty Limited                                                   Australia





                                       18


                                                                                       
Sedgwick Internationaal BV                                                                Netherlands
Sedgwick International Broking Services Limited                                           England and Wales
Sedgwick International Marketing Services Inc                                             Delaware
Sedgwick International Risk Management, Inc.                                              Delaware
Sedgwick Kassman Limited                                                                  Papua New Guinea
Sedgwick Kazakhstan Limited                                                               England and Wales
Sedgwick Life and Benefits, Inc.                                                          Texas
Sedgwick Limited                                                                          England and Wales
Sedgwick Ltd.                                                                             Australia
Sedgwick Management Services (Antigua) Limited                                            Antigua
Sedgwick Management Services (Barbados) Limited                                           Barbados
Sedgwick Management Services (Bermuda) Limited                                            Bermuda
Sedgwick Management Services (Cayman) Limited                                             Cayman Islands
Sedgwick Management Services (Guernsey) Limited                                           Guernsey
Sedgwick Management Services (Ireland)                                                    Ireland
Sedgwick Management Services (Isle of Man) Limited                                        Isle of Man
Sedgwick Management Services (London) Limited                                             England and Wales
Sedgwick Management Services (Private) Limited                                            Zimbabwe
Sedgwick Management Services (Singapore) Pte Limited                                      Singapore
Sedgwick Management Services (U.S.) Ltd.                                                  vermont
Sedgwick Managing General Agency, Inc.                                                    Texas
Sedgwick Noble Lowndes (NZ) Ltd.                                                          New Zealand
Sedgwick Noble Lowndes (PNG) Limited                                                      Papua New Guinea
Sedgwick Noble Lowndes (UK) Limited                                                       England and Wales
Sedgwick Noble Lowndes Actuarial Limited                                                  Australia
Sedgwick Noble Lowndes Asia Pacific Limited                                               Australia
Sedgwick Noble Lowndes B.V.                                                               Netherlands
Sedgwick Noble Lowndes Conseil SA                                                         France
Sedgwick Noble Lowndes Financial Planning Limited                                         Australia
Sedgwick Noble Lowndes Group Limited                                                      England and Wales
Sedgwick Noble Lowndes Insurance Division BV                                              Netherlands
Sedgwick Noble Lowndes Limited                                                            Hong Kong
Sedgwick Noble Lowndes Limited                                                            England and Wales
Sedgwick Noble Lowndes Limited (Ireland)                                                  Ireland
Sedgwick Noble Lowndes North America, Inc.                                                Delaware
Sedgwick Noble Lowndes Trusteeship Services Limited                                       Australia
Sedgwick Northern Ireland Risk Services Limited                                           Northern Ireland
Sedgwick OS Limited                                                                       England and Wales
Sedgwick Overseas Investments Limited                                                     England and Wales
Sedgwick Oy                                                                               Finland





                                       19


                                                                                       
Sedgwick Parekh Health Management (Private) Limited                                       India
Sedgwick Pte Ltd                                                                          Singapore
Sedgwick Re Asia Pacific (Consultants) Private Limited                                    Singapore
Sedgwick Re Asia Pacific Limited                                                          Australia
Sedgwick Risk Management & Consultants (Private) Limited                                  Zimbabwe
Sedgwick Risk Services AB                                                                 Sweden
Sedgwick Superannuation Pty Limited                                                       Australia
Sedgwick Sweden Aktiebolag                                                                Sweden
Sedgwick Trustees Limited                                                                 England and Wales
Sedgwick UK Risk Services Limited                                                         England and Wales
Sedgwick Ulster Pension Trustees Limited                                                  Northern Ireland
Settlement Trustees Limited                                                               England and Wales
Shariffuddin-Sedgwick (B) Sdn Bhd                                                         Brunei Darussalam
SIMS Nominees Limited                                                                     England and Wales
SOC Group Plc                                                                             England and Wales
Societe Bargheon S.A.                                                                     France
Societe Conseil Mercer Limitee                                                            Canada
Societe d'Assurances et de Participations Guian S.A.                                      France
Societe Internationale de Courtage d'Assurances et de                                     Burkina Faso
    Reassurances Cecar & Jutheau
Southampton Place Trustee Company Limited                                                 England and Wales
Southern Marine & Aviation Underwriters, Inc.                                             Louisiana
Southern Marine & Aviation, Inc.                                                          Louisiana
Stephen F. Beard, Inc.                                                                    Puerto Rico
Sudzucker Versicherungs-Vermittlungs GmbH                                                 Germany
Sundance B.V.                                                                             Rotterdam
Syndicate and Corporate Management Services Inc.                                          Delaware
Syndicate and Corporate Management Services Limited                                       Bermuda
Technical Insurance Management Services Pty Limited                                       Australia
Terra Nova (Bermuda) Holdings Ltd.                                                        Bermuda
TH Lee Putnam Equity Managers Trust                                                       Massachusetts
TH Lee, Putnam Capital Management, LLC                                                    Delaware
TH Lee, Putnam Capital, LLC                                                               Delaware
The ARC Group LLC                                                                         Delaware
The Carpenter Management Corporation                                                      Delaware
The Financial & Insurance Advice Centre Limited                                           England and Wales
The Marsh Centre Limited                                                                  England and Wales
The Medisure Group Limited                                                                England and Wales
The Putnam Advisory Company Trust                                                         Massachusetts
The Putnam Advisory Company, LLC                                                          Delaware





                                       20


                                                                                       
The Schinnerer Group, Inc.                                                                Delaware
Tobelan S.A.                                                                              Uruguay
Tower Hill Limited                                                                        England and Wales
Tower Place Developments (West) Limited                                                   England and Wales
Tower Place Developments Limited                                                          England and Wales
Transbrasil Ltda.                                                                         Brazil
Transglobe Management (Bermuda) Ltd.                                                      Bermuda
Travelgold Mexico, S.A. de C.V.                                                           Mexico
Triad Services, Inc.                                                                      Delaware
Triad Underwriting Management Agency, Inc.                                                Delaware
Troika Insurance Company Limited                                                          England and Wales
U.T.E. Marsh - Aon Gil y Carvajal                                                         Spain
U.T.E. Marsh - Chang                                                                      Spain
U.T.E. Marsh - Disbrok                                                                    Spain
U.T.E. Marsh - Eurobrok                                                                   Spain
U.T.E. Marsh McLennan - Cobian & Cobian                                                   Spain
U.T.E. Marsh McLennan - Cobian & Cobian - La Coruna                                       Spain
UABDB Marsh Lietuva                                                                       Lithuania
UBM Consulting France International Management ConsultantsFr                              France
UBM Consultoria Internacional S/C Ltda.                                                   Brazil
Ulster Insurance Services Limited                                                         Northern Ireland
Uniservice Insurance Service Limited                                                      Bermuda
Unison Management (Bermuda) Limited                                                       Bermuda
Unison Management (Dublin) Limited                                                        Ireland
Unison Management (Finland) Oy                                                            Finland
Unison Management (Scandinavia) AB                                                        Sweden
Unison Technical Services s.c.r.l.                                                        Belgium
Universal Ray S.A.                                                                        Uruguay
Unused Subsidiary, Inc.                                                                   New York
Unused Subsidiary, Inc.                                                                   Texas
Van Vugt & Beukers B.V.                                                                   Netherlands
Victor O. Schinnerer & Company Limited                                                    England and Wales
Victor O. Schinnerer & Company, Inc. (Delaware)                                           Delaware
Victor O. Schinnerer & Company, Inc. (Ohio)                                               Ohio
Victor O. Schinnerer of Illinois, Inc.                                                    Illinois
Victoria Hall Company Limited                                                             Bermuda
Vikela Marsh (Proprietary) Limited                                                        South Africa
VW Versicherungsvermittlungs-GmbH                                                         Germany
Wigham Poland (Hellas) Limited                                                            Greece
Wigham Poland Australia Pty. Limited                                                      Australia





                                       21


                                                                                       
Wigham Poland Aviation Limited                                                            England and Wales
Wigham Poland Limited                                                                     England and Wales
Willcox Johnson & Higgins Limited                                                         England and Wales
Willcox, Barringer & Co. (California) Inc.                                                California
William M. Mercer (Aust) Limited                                                          Australia
William M. Mercer (Isle of Man) Limited                                                   Isle of Man
William M. Mercer Cullen Egan Dell Limited                                                Australia
William M. Mercer Europe                                                                  France
William M. Mercer Fraser (Irish Pensioneer Trustees) Limited                              Ireland
William M. Mercer Fraser Limited                                                          England and Wales
William M. Mercer Limited                                                                 England and Wales
William M. Mercer Limited (NZ)                                                            New Zealand
William M. Mercer Philippines, Incorporated                                               Philippines
William M. Mercer Ten Pas B.V.                                                            Netherlands
William M. Mercer-Faugere & Jutheau (S.A.R.L.)                                            France
Wilson McBride, Inc.                                                                      Ohio
Winchester Bowring Limited                                                                England and Wales
WMM Haneveld Investment Consulting B.V.N                                                  Netherlands
WMM Services, Inc.                                                                        Delaware
World Insurance Network Limited                                                           England and Wales
Yarmouth Insurance Limited                                                                Bermuda





                                       22

EX-23

                                                                      EXHIBIT 23

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the previously filed
Registration Statements of Marsh & McLennan Companies, Inc. on Form S-8
(Registration File Nos. 2-58660, 33-32880, 33-48803, 33-48804, 33-48807,
33-54349, 33-59603, 33-63389, 333-35741, 333-35739, 333-29627, 333-41828,
333-41830, 333-41832, 333-69778, 333-69776, 333-69774 and 333-107195) and
previously filed Registration Statement on Form S-3 (Registration File No.
333-67543 and 333-108566) and the previously filed Registration Statements on
Form S-4 (Registration File Nos. 33-24124 and 333-87510) of our reports dated
March 5, 2004 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets) appearing
in, and incorporated by reference in, this Annual Report on Form 10-K of Marsh &
McLennan Companies, Inc. for the year ended December 31, 2003.


DELOITTE & TOUCHE LLP
New York, New York
March 15, 2004

EX-24

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.



                                          /s/Lewis W. Bernard
                                          -----------------------------------
                                          Lewis W. Bernard

                                       2



                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                    /s/Mathis Cabiallavetta
                                    ----------------------------------
                                    Mathis Cabiallavetta

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                         /s/Peter Coster
                                         -----------------------------------
                                         Peter Coster

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                         /s/Charles A. Davis
                                         -----------------------------------
                                         Charles A. Davis

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                          /s/Robert F. Erburu
                                          -----------------------------------
                                          Robert F. Erburu

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                        /s/Oscar Fanjul
                                        -----------------------------------
                                        Oscar Fanjul

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                          /s/Ray J. Groves
                                          -----------------------------------
                                          Ray J. Groves

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                          /s/Stephen R. Hardis
                                          -----------------------------------
                                          Stephen R. Hardis

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                       /s/Gwendolyn S. King
                                       -----------------------------------
                                       Gwendolyn S. King

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                /s/The Rt. Hon. Lord Lang of Monkton, DL
                                -----------------------------------
                                The Rt. Hon. Lord Lang of Monkton, DL

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the  1995  Employee  Stock  Purchase  Plan  for  International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior  Executive  Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                         /s/David A. Olsen
                                         -----------------------------------
                                         David A. Olsen

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the 1995 Employee Stock Purchase Plan for International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior Executive Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                      /s/Morton O. Schapiro
                                      -----------------------------------
                                      Morton O. Schapiro

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the 1995 Employee Stock Purchase Plan for International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior Executive Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                       /s/Adele Simmons
                                       -----------------------------------
                                       Adele Simmons

                                       2


                                POWER OF ATTORNEY

         The undersigned, a Director and/or Officer of Marsh & McLennan
Companies, Inc., a Delaware corporation ("MMC"), does hereby constitute and
appoint any one of Jeffrey W. Greenberg, William L. Rosoff and Sandra S.
Wijnberg to be the undersigned's agent and attorney-in-fact, each with the power
to act fully hereunder without the other and with full power of substitution, to
act in the name and on behalf of the undersigned:

I.       To sign or to transmit electronically in the name and on behalf of the
         undersigned, as a Director and/or Officer of MMC, and file with the
         Securities and Exchange Commission on behalf of MMC:

         A. an Annual Report on Form 10-K for the year ended December 31, 2003
         and any amendments or supplements to such Annual Report on Form 10-K;

         B. current registration statements on Form S-8 or other appropriate
         form, including prospectuses as part thereof, any appropriate
         amendments or supplements to such registration statements and
         prospectuses or to prior registration statements, and any other
         document to maintain the effectiveness of any of the foregoing, for the
         registration under the Securities Act of 1933, as amended, of shares of
         MMC's common stock or other interests offered pursuant to MMC's various
         employee benefit and stock plans under which MMC's common stock may be
         distributed to employees or directors, including without limitation:

              1.  the Stock Investment Plan,

              2.  the Stock Investment Supplemental Plan,

              3.  the Canadian Stock Investment Plan,

              4.  the Putnam Investments Profit Sharing Retirement Plan,

              5.  the 1999 Employee Stock Purchase Plan,

              6.  the 1995 Employee Stock Purchase Plan for International
                  Employees,

              7.  the 1992 Incentive and Stock Award Plan,

              8.  the 1997 and 2000 Employee Incentive and Stock Award Plan,

              9.  the 1997 and 2000 Senior Executive Incentive and Stock Award
                  Plan,



              10. the Special Severance Pay Plan, and

              11. the Directors Stock Compensation Plan;

         C. any registration statements on Form S-3, Form S-4 or other
         appropriate form, including prospectuses as part thereof, and any
         amendments or supplements to such registration statements or
         prospectuses, for (i) the registration of MMC's common stock for
         issuance in connection with future acquisitions, or for resale by the
         holders thereof who acquired or will acquire such stock in connection
         with past or future acquisitions and (ii) the registration of MMC's
         debt securities for issuance or for resale by the holders thereof who
         acquired such debt securities in a private placement, provided that
         such issuance or resale described in (i) or (ii) is then authorized
         pursuant to resolutions of the Board of Directors of MMC.

II.      To execute and deliver, either through a paper filing or
         electronically, any agreements, instruments, certificates or other
         documents which they shall deem necessary or proper in connection with
         the filing of such Annual Report on Form 10-K, registration statements
         and prospectuses and amendments or supplements thereto described in I.
         above and generally to act for and in the name of the undersigned with
         respect to such filings as fully as could the undersigned if then
         personally present and acting.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 11th day of March, 2004.

                                      /s/A.J.C. Smith
                                      -----------------------------------
                                      A.J.C. Smith

                                       2

EX-31

                                                                      EXHIBIT 31

                                 CERTIFICATIONS

I, Jeffrey W. Greenberg, certify that:

         1.       I have reviewed this annual report on Form 10-K of Marsh &
McLennan Companies, Inc. (the "registrant");

         2.       Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

         4.       The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

                  a)       Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

                  b)       [Omitted pursuant to SEC Release Nos. 33-8238 and
         34-47986];

                  c)       Evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  d)       Disclosed in this report any change in the
         registrant's internal control over financial reporting that occurred
         during the registrant's most recent fiscal quarter (the registrant's
         fourth fiscal quarter in the case of an annual report) that has
         materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and





         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

                  a)       All significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

                  b)       Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

         Date: March 15, 2004                           /S/ JEFFREY W. GREENBERG
                                                       -------------------------
                                                         Jeffrey W. Greenberg
                                                         Chief Executive Officer






I, Sandra S. Wijnberg, certify that:

         1.       I have reviewed this annual report on Form 10-K of Marsh &
McLennan Companies, Inc. (the "registrant");

         2.       Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

         4.       The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

                  a)       Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

                  b)       [Omitted pursuant to SEC Release Nos. 33-8238 and
         34-47986];

                  c)       Evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  d)       Disclosed in this report any change in the
         registrant's internal control over financial reporting that occurred
         during the registrant's most recent fiscal quarter (the registrant's
         fourth fiscal quarter in the case of an annual report) that has
         materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and





         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

                  a)       All significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

                  b)       Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

         Date: March 15, 2004                           /S/ SANDRA S. WIJNBERG
                                                       -------------------------
                                                        Sandra S. Wijnberg
                                                        Chief Financial Officer

EX-32

                                                                      EXHIBIT 32

          CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICERS

         The certification set forth below is being submitted in connection with
the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the
"Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section
1350 of Chapter 63 of Title 18 of the United States Code.

         Jeffrey W. Greenberg, the Chief Executive Officer and Sandra S.
Wijnberg, the Chief Financial Officer of Marsh & McLennan Companies, Inc. each
certifies that, to the best of his or her knowledge:

         1. the Report fully complies with the requirements of Section 13(a) of
            the Securities Exchange Act of 1934; and

         2. the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of Marsh & McLennan Companies, Inc.


         Dated: March 15, 2004                       /S/ JEFFREY W. GREENBERG
                                                     ---------------------------
                                                     Name: Jeffrey W. Greenberg
                                                     Chief Executive Officer

         Dated: March 15, 2004                       /S/ SANDRA S. WIJNBERG
                                                     ---------------------------
                                                     Name: Sandra S. Wijnberg
                                                     Chief Financial Officer