Form 4

FORM 4

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

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

SMITH, ALEXANDER J. C.

2. Issuer Name and Ticker or Trading Symbol
MARSH & McLENNAN COMPANIES, INC.

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

1166 AVENUE OF THE AMERICAS
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
03-27-2003

(Street)

NEW YORK, NY 10036-2774

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

COMMON

03-27-2003

 

M

 

300,000

A

13.0938

 

D

 

COMMON

03-27-2003

 

S

 

300,000

D

43.3821

1,099,478

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

EMPLOYEE STOCK OPTION

13.0938

03-27-03

 

M

 

 

300,000

05-16-99

05-15-05

COMMON

300,000

 

1,700,000

D

 

Explanation of Responses:
  By: /s/ WILLIAM J. WHITE
             Attorney-in-fact
**Signature of Reporting Person		 03-28-2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
                               POWER OF ATTORNEY



                         FOR EXECUTING FORMS 3, 4 AND 5



         Know all by these presents, that the undersigned hereby constitutes and

appoints each of William L. Rosoff, Gregory Van Gundy and William J. White,

signing singly, his true and lawful attorney-in-fact to:



         (1)   execute for and on behalf of the undersigned Forms 3, 4 and 5 in

               accordance with Section 16(a) of the Securities Exchange Act of

               1934 and the rules thereunder;



         (2)   do and perform any and all acts for and on behalf of the

               undersigned which may be necessary or desirable to complete the

               execution of any such Form 3, 4 or 5 and the timely filing of

               such form with the United States Securities and Exchange

               Commission and any other authority; and



         (3)   take any other action of any type whatsoever in connection with

               the foregoing which, in the opinion of such attorney-in-fact, may

               be of benefit to, in the best interest of, or legally required

               by, the undersigned, it being understood that the documents

               executed by such attorney-in-fact on behalf of the undersigned

               pursuant to this Power of Attorney shall be in such form and

               shall contain such terms and conditions as such attorney-in-fact

               may approve in his discretion.



         The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform each and every act and thing whatsoever

requisite, necessary and proper to be done in the exercise of any of the rights

and powers herein granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause

to be done by virtue of this Power of Attorney and the rights and powers herein

granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming any

of the undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934. This authorization shall remain in effect

unless and until it is revoked in writing by the undersigned.



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 15th day of March, 2001.







                                             /s/ A.J.C. Smith

                                             ___________________________________



                                             A.J.C. Smith