Form 4

FORM 4

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

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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*

ROSOFF, WILLIAM L.

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

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

SENIOR VICE PRES. & GENERAL COUNSEL           

(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
01-16-2003

(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

 

 

 

 

 

 

 

 

 

 
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

RESTRICTED STOCK UNITS

1 for 1

01-16-2003

 

A

 

8,211

 

 

 

COMMON

8,211

 

 

D

 

RESTRICTED STOCK UNITS

1 for 1

01-18-2003

 

A

 

105(1)

 

 

 

COMMON

105

 

57,304(2)

D

 

BONUS DEFERRAL PLAN RS UNITS

 

 

 

 

 

 

 

 

 

 

 

 

95.008(2)

D

 

SISP RS UNITS

 

 

 

 

 

 

 

 

 

 

 

 

698.7654(2)

D

 

Explanation of Responses:

(1) Received a supplemental award of Restricted Stock Units pursuant to MMC's voluntary exchange and deferral program.
(2) Previously reported on Table I, now reported on Table II to better reflect the derivative nature of the securities.
  By: /s/ WILLIAM J. WHITE
             Attorney-in-fact
**Signature of Reporting Person		 01-21-2003
Date

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

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                                POWER OF ATTORNEY

                         FOR EXECUTING FORMS 3, 4 AND 5

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of 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 10th day of October, 2000.



                                             /s/ William L. Rosoff
                                             ___________________________________

                                             William L. Rosoff