Exhibit 10.6

MARSH & MCLENNAN COMPANIES
STOCK INVESTMENT SUPPLEMENTAL PLAN

AMENDMENT

WHEREAS, Marsh & McLennan Companies, Inc. (the "Company") previously established the Marsh & McLennan Companies Stock Investment Plan (the "Plan") effective July 1, 1992 for the benefit of its eligible employees;

WHEREAS, pursuant to Section 8.1 of the Plan, the Company has reserved the right to amend the Plan;

WHEREAS, the Plan was restated by instrument dated February 17, 1995 (the "Restated Plan");

WHEREAS, the Restated Plan has been amended in several respects by the Board of Directors of the Company at its meetings of March 21, 1996 (with respect generally to equivalent benefits under the Company's Stock Investment Plan) and November 21, 1996 (with respect to the amendments set forth below in paragraphs 8, 9 and 11), and it is desirable to record such amendments in this instrument; and

WHEREAS, the Chief Executive Officer of the Company and the Plan Administrator have determined to amend the Plan in several other respects to conform to changes that have been made to the Marsh & McLennan Companies Stock Investment Plan;

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 1997 (or as of such other specified date):

1. Sections 1.1 is amended to read as follows:

"AFTER-TAX CONTRIBUTIONS, CODE, COMPANY, COMPENSATION, EMPLOYEE, MMC STOCK, PARTICIPANT, PARTICIPATING COMPANY MATCHING CONTRIBUTIONS, PLAN YEAR, PRE-TAX CONTRIBUTIONS, TERMINATION OF EMPLOYMENT and YEAR OF SERVICE have the meanings given them in the Basic Plan."

2. The first sentence of Section 3.1 is amended to read as follows:

"Subject to Section 3.2, an Employee who is eligible pursuant to
Section 2.1 for a Plan Year may direct the Participating Company that employs him to reduce his Compensation for such Plan Year by an amount equal to the amount permitted from time to time under Sections 3.1.1 and 3.1.4 of the Basic Plan, and to pay such amount to such Employee in the future as deferred compensation under this Plan."

3. Section 3.2 is amended by renaming the section "Timing of Compensation Reduction" and deleting the reference in the last sentence to the term "Monthly Earnings", which term is replaced with the term "Compensation".

4. Section 3.3(a) is amended, effective January 1, 1994, to read as follows:

"(a) Pursuant to uniform procedures established by the Plan Administrator, the sum of an Employee's rate of Compensation reduction elected pursuant to Section 3.1 of this Plan and the rate of his payroll deduction pursuant to Section 3.1 of the Basic Plan shall not exceed the maximum rate permitted from time to time under Section 3.1 of the Basic Plan."

5. The first sentence of Section 3.3(b) is amended to read as follows:

"The sum for any Plan Year of the amount credited to an Employee's SISP Account pursuant to Section 4.3 of this Plan and the Participating Company Matching Contributions credited to him pursuant to Section 3.8.1 of the Basic Plan shall not exceed in the aggregate the maximum rate specified from time to time under Section 3.8.1 of the Basic Plan."

6. Section 4.3 is amended to read as follows:

"4.3 CREDITS FOR EMPLOYER MATCHING. Subject to Section 3.3(b), the Account of each SISP Participant who has completed at least one Year of Service and to which Stock Units are credited for any month pursuant to Section 4.2 shall be credited as of the last day of such month with an additional number of Stock Units (including any fractional Unit) equal to the quotient of (a) the applicable percentage specified from time to time in Section 3.8.1 of the Basic Plan of the first six percent (6%) of reduction in the SISP Participant's Compensation under this Plan for such month divided by
(b) the Fair Market Value of a share of MMC Stock as of such last day."

7. Section 5.4(a) is amended, effective from the inception of the Plan, to read as follows:

"(a) Subject to the provisions of paragraph (b) of this Section 5.4, the Plan Administrator may in his discretion permit SISP Participants, under uniformly applicable rules, to designate the time and/or form of payment of their SISP Benefits. Any such designation shall remain in effect until such time as a new designation shall be made."

8. Section 5.6(b) is amended, effective November 1, 1996, by deleting in its entirety the proviso referring to Rule 16b-3(d).

9. The last sentence of Section 5.7 is amended, effective November 1, 1996, to read as follows:

"If the event giving rise to the withholding obligation is the payment of shares of MMC Stock, then the payee may satisfy the withholding obligation by electing to have the Participating Company or Companies withhold shares of MMC Stock having a fair market value equal to the amount of tax to be withheld. For this purpose, fair market value shall be determined by the Plan Administrator as of the date on which the amount of tax to be withheld is determined (and any fractional share amount shall be settled in cash)."

10. Section 7.1(a) is amended to read as follows:

"(a) make and enforce rules and regulations and prescribe the use of forms he deems appropriate for the administration of the Plan (including the discretion to prescribe the form or other method of communication, consistent with applicable law, for any particular purpose specified in the Plan, whether or not the Plan specifies that such communication be written);"

11. Section 8.1(a) is amended, effective November 21, 1996, to read as follows:

"(a) Subject to Section 8.2, the Board of Directors may at any time amend the Plan, retroactively or otherwise, in any respect or terminate the Plan. However, no such amendment or termination shall reduce any SISP Participant's SISP Benefit determined as though the date of such amendment or termination were the date of his Termination of Employment. Subject to superseding action by the Board of Directors, the Chief Executive Officer and the Plan Administrator, acting jointly, may take any action permitted to be taken by the Board of Directors to amend (but not terminate) the Plan other than this
Section 8.1, so long as such amendment does not (i) materially increase the cost of the Plan to the Participating Companies or have a materially adverse financial effect on the Company, (ii) materially alter the benefits to Participants, (iii) result in more favorable treatment of one or more members of the Board of Directors or officers of the Company exclusively, or (iv) alter the treatment of the Plan under the Code, provided that each such amendment shall be set forth in writing executed by the Chief Executive Officer of the Company and the Plan Administrator."

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officers this 16th day of June, 1997.

MARSH & McLENNAN COMPANIES, INC.

By:  /s/ A.J.C. Smith
     -------------------------------
     A. J. C. Smith
     Chairman of the Board
     Chief Executive Officer

By:  /s/ Francis N. Bonsignore
     -------------------------------
     Francis N. Bonsignore
     Senior Vice President - Human
        Resources and Administration
     Plan Administrator

Exhibit 10.11

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

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 in salary grade 15 (or its equivalent) or above, may, at management's discretion, be considered for participation in the Marsh & McLennan Companies, Inc. U.S. Employee 1997 Cash Bonus Award Voluntary Deferral Plan (the "1997 Plan"). Participants in the 1997 Plan may make deferral elections pursuant to the rules outlined in Section 2 below.

2. PROGRAM RULES

Except as otherwise provided herein, the 1997 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 1997 Plan and make all determinations, including the determination of bonus awards eligible to be deferred, with respect to the 1997 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 1997 Plan and references to the Committee shall be deemed to include any such delegate. Exercise of deferral elections under the 1997 Plan must be made in accordance with the following rules.

a. RIGHTS TO AN AWARD AND TO A DEFERRAL ELECTION

The right to a deferral election applies only to the annual cash bonus scheduled to be awarded in early 1998 in respect of 1997 services, the payment of which bonus would normally be made by the end of the first quarter of the 1998 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, bonuses pursuant to an employment agreement, sign-on or guaranteed bonuses, commissions or non-annual incentive payments) that are not awarded as part of an annual cash bonus plan.

b. ELECTION FORMS

In order to ensure that elections to defer bonus amounts are effective under applicable tax laws, please complete and sign the attached election form(s) and return them (postmarked or delivered) no later than November 26, 1997. Form(s) should be returned, and any questions should be directed, to:

Vincent R. Belluccia Manager, Executive Compensation and Human Resource Systems Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036-2774 (212) 345-5657

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. 25%, 50% or 75% of the employee's cash bonus award, subject to a maximum limit established by the Committee, or

2. the lowest of 25%, 50% or 75% 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) 1997 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 day of the month following the date in which the bonus payment would have been made had it not been deferred. The available accounts for deferrals of bonuses (the "1997 Deferred Bonus Accounts") shall consist of (a) the 1997 Putnam Fund Account and (b) the 1997 Corporation Stock Account. Amounts may not be transferred between the 1997 Corporation Stock Account and either the 1997 Putnam Fund Account or the "Putnam Transfer Fund Account" (as referred to in Section 2.e. below).

d. 1997 PUTNAM FUND ACCOUNT

(i) ACCOUNT VALUATION. The 1997 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 1997 Putnam Fund Account must be made in multiples of 5% of the total amounts deferred into the 1997 Putnam Fund Account. Deferred amounts will be credited to the 1997 Putnam Fund Account with units each reflecting one Class A 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 such fund by the net asset value of the elected fund of the 1997 Putnam Fund Account as of the close of business on the last trading day on the New York Stock Exchange of the month in which such bonus payment would have been made had it not been deferred. All dividends paid with respect to an elected fund of a 1997 Putnam Fund Account will be deemed to be immediately reinvested in such fund.

(ii) FUND TRANSFERS. Amounts deferred into a 1997 Putnam Fund Account and the Putnam Transfer Fund Account may be transferred between eligible funds of these respective accounts (but not between the 1997 Putnam Fund Account and the Putnam Transfer Fund Account) pursuant to an election which may be made once per calendar month (or at such other intervals as the Committee may prescribe). Such election shall be effective, and the associated transfer shall be based upon the net asset values of the applicable funds of the 1997 Putnam Fund Account or the Putnam Transfer Fund Account, as of the close of business on the last trading day on the New York Stock Exchange of the month (or other applicable period) in which such election is received by the Corporation, provided the election is received by the 25th day of such month (or at least a sufficient number of days, determined by the Committee, prior to the end of such other applicable period) and not revoked prior to such date. In the event the election is not received on a timely basis, such election shall be effective as of the close of business on the last trading day on the New York Stock Exchange of the immediately following calendar month (or other applicable period), provided such election is not revoked prior to the 25th day of such following calendar month (or prior to the date determined by the Committee for any other applicable period).

e. PUTNAM TRANSFER FUND ACCOUNT

By November 26, 1997, each individual with respect to whom there is maintained an "Interest Factor Account" (established for deferrals of all pre-1993 bonus awards), whether or not any such individual is eligible for participation under Section 1 above, may make an irrevocable election to transfer ALL (but not less than all) of such participant's Interest Factor Account into a "Putnam Transfer Fund Account", which election shall be effective, and which transfer shall be based upon the net asset value of the selected funds of such Putnam Transfer Fund Account, as of the close of business on the last trading day on the New York Stock Exchange in 1997. The Putnam Transfer Fund Account shall be administered in a manner consistent with the administration of the 1997 Putnam Fund Account pursuant to Section
2.d.(i) above. Distribution elections (including the form of payment) otherwise in effect for the Interest Factor Account shall remain in effect for amounts transferred to the Putnam Transfer Fund Account.

f. 1997 CORPORATION STOCK ACCOUNT

(i) ACCOUNT VALUATION. The 1997 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 1997 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 1997 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 last trading day of the month in 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 1997 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 1997 Corporation Stock Account must be deferred to a date not earlier than January 1, 2001.

(ii) SUPPLEMENTAL AMOUNT. With respect to that portion of a bonus award which a participating employee defers into the 1997 Corporation Stock Account, there shall be credited to such participant's 1997 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 1997 Corporation Stock Account (prior to giving effect to the supplemental amount) is 50% of such award.

g. 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 1997 Deferred Bonus Accounts and Putnam Transfer Fund Account.

h. IRREVOCABILITY AND ACCELERATION

Subject to the provisions of paragraphs i. (iii) and i. (vii) below, all deferral elections made under the 1997 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 1997 Deferred Bonus Accounts.

i. 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 1997 Corporation Stock Account or the 1997 Putnam Fund Account, as the case may be, made in up to ten (10) 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 1997 Corporation Stock Account or the 1997 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.

(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 1997 Corporation Stock Account or 1997 Putnam Fund Account, as the case may be, made in up to ten (10) 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 1997 Corporation Stock Account or 1997 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 1997 Plan) for awards previously deferred or redeferred under the 1997 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 1997 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 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 disability, as the case may be.

(v) DEATH DURING INSTALLMENT PERIOD. If a participant dies after the commencement of payments from his or her 1997 Deferred Bonus Accounts, the designated beneficiary shall receive the remaining installments over the elected installment period.

(vi) SPECIAL RULES APPLICABLE TO 1997 CORPORATION STOCK ACCOUNT. Notwithstanding any provision in the 1997 Plan to the contrary (other than the second sentence of Section 2.h. above), with respect to a participant's 1997 Corporation Stock Account, in the event that prior to January 1, 2001, a participant's employment terminates for disability or retirement, all amounts in such account will be paid to the participant, less applicable withholding taxes, in January of 2001. In the event that, prior to January 2001, a participant's employment terminates on account of death, or a participant whose employment was earlier terminated for disability or retirement should die, the distribution rule in paragraph (iv) above will apply. If, however, the termination of employment prior to January 1, 2001 is on account of a reason other than death, 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 1997 Corporation 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 1997 Corporation Stock Account attributable to the supplemental amount, the supplemental amount shall be increased or decreased by the respective gain or loss in the 1997 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 1997 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 1997 Deferred Bonus Accounts and (ii) 100% of any unvested supplemental amount as provided in Section 2(f)(ii) above, including related earnings, that the participant elects to have distributed from the 1997 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 1997 Plan to the contrary, in the event of a "change in control" of the Corporation, as defined in the Corporation's 1997 Employee Incentive and Stock Award Plan (the "1997 Incentive Plan"), all amounts credited to a participant s 1997 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 1997 Putnam Fund Account shall be made in cash and payments in respect of the 1997 Corporation Stock Account shall be made in shares of common stock of the Corporation (with cash paid in lieu of any fractional shares); PROVIDED, HOWEVER, that in the event of a change in control of the Corporation, payments from the 1997 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.

j. TAX TREATMENT

Under present Federal income tax laws, no portion of the balance credited to a participant's 1997 Deferred Bonus Accounts or Putnam Transfer Fund Account 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 2001. When any part of the 1997 Deferred Bonus Accounts or Putnam Transfer Fund Account is actually paid to the participant, such portion will be includable in income, and Federal, state and local income tax withholding will 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.

k. 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 1997 Plan and every other Cash Bonus Award Voluntary Deferral Plan for which the participant has or will have an account balance (collectively, including the 1997 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 Vincent R. Belluccia, 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.

l. 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 1997 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 1997 PLAN

The Committee may, at its discretion and at any time, amend the 1997 Plan in whole or in part. The Committee may also terminate the 1997 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 10 years or the elected deferral period), the then remaining balance in such participant's 1997 Deferred Bonus Accounts.

4. MISCELLANEOUS

a. A participant under the 1997 Plan is merely a general (not secured) creditor and nothing contained in the 1997 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 1997 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 1997 Plan and any elections made pursuant to the 1997 Plan are subject to approval of the 1997 Plan by the Committee.

b. Participation in the 1997 Plan is subject to these terms and conditions and to the terms and conditions of (i) the Marsh & McLennan Companies, Inc. 1997 Senior Executive Incentive and Stock Award Plan ( the "1997 Senior Executive Plan") with respect to those participants hereunder who are subject thereto and (ii) the Marsh & McLennan Companies, Inc. 1997 Employee Incentive and Stock Award Plan (the "1997 Employee Plan") with respect to all other participants. Participation in the 1997 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 1997 Senior Executive Plan or the 1997 Employee Plan, as applicable, the provisions of the latter shall prevail. The 1997 Senior Executive Plan and the 1997 Employee Plan are not subject to any of the provisions of the Employee Retirement Income Security Act Of 1974.

c. Not more than two million, five hundred thousand (2,500,00) 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 1997 Senior Executive Plan.

d. Not more than six million (6,000,000) 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 1997 Employee Plan.

5. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K of the Corporation for the fiscal year ended December 31, 1997 (including pages 26 through 55 of the Corporation's 1997 Annual Report to Stockholders), the Corporation's Registration Statement on Form 8-B dated May 22, 1969, as amended by an Amendment on Form 8, dated February 3, 1987, describing the 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, dated October 10, 1997, 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.

All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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. Vincent R. Belluccia as indicated above.

Exhibit 10.12

1. ELIGIBILITY

All active Canadian 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 in salary grade 15 (or its equivalent) or above, may, at management's discretion, be considered for participation in the Marsh & McLennan Companies, Inc. Canadian Employee 1997 Cash Bonus Award Voluntary Deferral Plan (the "1997 Plan"). Participants in the 1997 Plan may make deferral elections pursuant to the rules outlined in Section 2 below.

2. PROGRAM RULES

Except as otherwise provided herein, the 1997 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 1997 Plan and make all determinations, including the determination of bonus awards eligible to be deferred, with respect to the 1997 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 1997 Plan and references to the Committee shall be deemed to include any such delegate. Exercise of deferral elections under the 1997 Plan must be made in accordance with the following rules.

a. RIGHTS TO AN AWARD AND TO A DEFERRAL ELECTION The right to a deferral election applies only to the annual cash bonus scheduled to be awarded in early 1998 in respect of 1997 services, the payment of which bonus would normally be made by the end of the first quarter of the 1998 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, bonuses pursuant to an employment agreement, sign-on or guaranteed bonuses, commissions or non-annual incentive payments) that are not awarded as part of an annual cash bonus plan.

b. ELECTION FORMS In order to ensure that elections to defer bonus amounts are effective under applicable tax laws, please complete and sign the attached election form(s) and return them (postmarked or delivered) no later than November 26, 1997. Form(s) should be returned, and any questions should be directed, to:

Vincent R. Belluccia Manager, Executive Compensation and HR Systems Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, NY 10036-2774 (212) 345-5657

c. DEFERRAL OPTIONS

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

1. 25%, 50%, 75% or 100% of the employee's cash bonus award, subject to a maximum limit established by the Committee, or

2. the lowest of 25%, 50%, 75% or 100% of the employee's cash bonus award which results in a deferral of at least Canadian $10,000.

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

(ii) PERIOD OF DEFERRAL. The payment of a bonus award may be deferred to January of 1999 or January 2000, as elected by the participant.

(iii) 1997 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 day of the month following the date in which the bonus payment would have been made had it not been deferred. The available accounts for deferrals of bonuses (the "1997 Deferred Bonus Accounts") shall consist of (a) the 1997 Putnam Fund Account and (b) the 1997 Interest Equivalent Account. Amounts may not be transferred between the 1997 Interest Equivalent Account and the 1997 Putnam Fund Account.

d. 1997 PUTNAM FUND ACCOUNT

(i) ACCOUNT VALUATION. The 1997 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 1997 Putnam Fund Account must be made in multiples of 5% of the total amounts deferred into the 1997 Putnam Fund Account. Deferred amounts will be credited to the 1997 Putnam Fund Account with units each reflecting one Class A 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 such fund by the net asset value of the elected fund of the 1997 Putnam Fund Account as of the close of business on the last trading day on the New York Stock Exchange of the month in which such bonus payment would have been made had it not been deferred. All dividends paid with respect to an elected fund of a 1997 Putnam Fund Account will be deemed to be immediately reinvested in such fund. All amounts credited to the 1997 Putnam Fund Account will be converted into U.S. dollars at the exchange rate in effect as of the applicable date.

(ii) FUND TRANSFERS. Amounts deferred into a 1997 Putnam Fund Account may be transferred between eligible funds pursuant to an election which may be made once per calendar month (or at such other intervals as the Committee may prescribe). Such election shall be effective, and the associated transfer shall be based upon the net asset values of the applicable funds of the 1997 Putnam Fund Account, as of the close of business on the last trading day on the New York Stock Exchange of the month (or other applicable period) in which such election is received by the Corporation, provided the election is received by the 25th day of such month (or at least a sufficient number of days, determined by the Committee, prior to the end of such other applicable period) and not revoked prior to such date. In the event the election is not received on a timely basis, such election shall be effective as of the close of business on the last trading day on the New York Stock Exchange of the immediately following calendar month (or other applicable period), provided such election is not revoked prior to the 25th day of such following calendar month (or prior to the date determined by the Committee for any other applicable period).

e. 1997 INTEREST EQUIVALENT ACCOUNT An "Interest Equivalent" shall be calculated and added to each 1997 Interest Equivalent Account as of the last day of each calendar quarter based on the average principal balance in said account during said calendar quarter and on the average of the 30-day Banker's Acceptance rate of interest as published in the Toronto Globe & Mail during such calendar quarter.

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 1997 Deferred Bonus Accounts.

g. IRREVOCABILITY AND ACCELERATION All deferral elections made under the 1997 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 1997 Deferred Bonus Accounts.

h. PAYMENT OF DEFERRED AMOUNTS

(i) DEFERRAL YEAR DISTRIBUTIONS. If the participant remains employed until the deferral year elected, all amounts in the participant's 1997 Deferred Bonus Accounts will be paid in a single distribution, less applicable withholding taxes, in January of the deferral year elected.

(ii) TERMINATION OF EMPLOYMENT PRIOR TO END OF DEFERRAL PERIOD. In the event of termination of employment for any reason prior to the completion of the elected deferral period, all amounts then in the participant's 1997 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 upon a participant's retirement or termination for disability prior to completion of the elected deferral period all such amounts shall be paid in a single distribution during January of the year following such retirement or termination for disability, as the case may be.

(iii) CHANGE IN CONTROL. Notwithstanding any other provision in the 1997 Plan to the contrary, in the event of a "change in control" of the Corporation, as defined in the Corporation's 1997 Employee Incentive and Stock Award Plan (the "1997 Incentive Plan"), all amounts credited to a participant's 1997 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 single distribution, less applicable withholding taxes.

(iv) FORM OF PAYMENT. All payments under the 1997 Plan shall be made in cash in Canadian dollars converted, if necessary, at the exchange rate in effect as of the applicable date.

i. TAX TREATMENT Under present Canadian tax law, all amounts of an employee's bonus deferred for a period not exceeding three years from the year in which the related service was rendered, as well as any Interest Equivalent thereon, will be exempt from Canadian taxation during the period of deferral. When any part of the 1997 Deferred Bonus Accounts is actually paid to a participant, taxable employment income will be incurred.

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 1997 Plan and every other Cash Bonus Award Voluntary Deferral Plan for which the participant has or will have an account balance (collectively, including the 1997 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 Vincent R. Belluccia, 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.

3. AMENDMENT AND TERMINATION OF THE 1997 PLAN

The Committee may, at its discretion and at any time, amend the 1997 Plan in whole or in part. The Committee may also terminate the 1997 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 (provided such period of time falls within the restriction set forth in Section 2.c. (ii) above), the then remaining balance in such participant's 1997 Deferred Bonus Accounts.

4. MISCELLANEOUS

A participant under the 1997 Plan is merely a general (not secured) creditor and nothing contained in the 1997 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 1997 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 1997 Plan and any elections made pursuant to the 1997 Plan are subject to approval of the 1997 Plan by the Committee.

MARSH & McLENNAN COMPANIES, INC.

DIRECTORS STOCK COMPENSATION PLAN
(Restated as Amended 5/21/97
and further restated to reflect

the 2-for-1 Stock Split effective 6/27/97)

1. Purpose.

The Marsh & McLennan Companies, Inc. Directors Stock Compensation Plan (the "Plan") is intended to provide an incentive to members of the Board of Directors of Marsh & McLennan Companies, Inc., a Delaware corporation (the "Company"), who receive fees for their services, to remain in the service of the Company and to encourage such Directors to acquire additional stock ownership interests in the Company.

2. Definitions.

(a) "Accounting Date" means June 1st of each Plan Year.

(b) "Annual Share Fee" shall mean the shares of Common Stock payable to a Director pursuant to Section 5(b) hereof.

(c) "Basic Fee" means the annual retainer specified in a dollar amount payable to a Director during each Plan Year (at the rate in effect on the Accounting Date of such Plan Year) for such Director's services on the Board (exclusive of the Annual Share Fee and of any amounts payable with respect to service on a committee of the Board or other committee of Directors or for attendance at Board or committee meetings).

(d) "Board" means the Board of Directors of the Company.

(e) "Committee" means the Compensation Committee of the Board.

(f) "Common Stock" means the common stock, par value $1.00 per share, of the Company.

(g) "Deferral Election" and "Deferred Shares" have the respective meanings set forth in Section 5(d) hereof.

(h) "Director" means a member of the Board who receives fees for his or her services.

(i) "Effective Date" means June 1, 1995.

(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(k) "Fair Market Value" on any given date means, except as otherwise provided in Section 5(g) hereof, the average of the high and low prices of the Common Stock on the New York Stock Exchange on the last trading day preceding such date.

(l) "Maximum Cash Compensation" means the aggregate amount payable to a Director for such Director's services on the Board (including any amounts payable with respect to service on a committee of the Board or other committee of Directors or for attendance at Board or committee meetings, but excluding (i) the Annual Share Fee and (ii) the portion of the Basic Fee with respect to which shares of Common Stock are issuable pursuant to Section 5(a) hereof).

(m) "Plan Year" means the twelve-month period commencing June 1st and ending on the following May 31st.

3. Administration of the Plan.

The Plan shall be administered by the Committee. The Committee shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined by a majority of the members of the Committee, except that the Committee may authorize any one or more of its members, or any officer of the Company, to execute and deliver documents on behalf of the Committee. The determination of such majority shall be final and binding in all matters relating to the Plan. No member of the Committee shall be liable for any act done or omitted to be done by such member or by any other member of the Committee in connection with the Plan, except for such member's own willful misconduct or as expressly provided by statute.

4. Common Stock Reserved for the Plan.

The number of shares of Common Stock authorized for issuance under the Plan is 500,000, including Deferred Shares, whether distributed as such or paid in cash, subject to adjustment pursuant to Section 6 hereof. Shares of Common Stock delivered hereunder may be either authorized but unissued shares or previously issued shares reacquired and held by the Company.

5. Terms and Conditions of Grants.

(a) Mandatory Portion of Basic Fee. On each Accounting Date commencing with the Effective Date, each Director shall automatically receive a number of shares of Common Stock with a Fair Market Value on such Accounting Date equal to one-quarter (1/4) of his or her Basic Fee payable during the Plan Year which commences on such Accounting Date. Such shares of Common Stock(including fractional shares) shall be received in lieu of the payment of cash in respect of one-quarter (1/4) of such Basic Fee and shall be transferred on such Accounting Date in accordance with Section 5(f) hereof, except to the extent that a Deferral Election shall be in effect with respect to such shares or to the extent that Section 5(g) hereof applies.

(b) Annual Share Fee. On each Accounting Date commencing June 1, 1997, each Director shall automatically receive six hundred (600) shares of Common Stock as additional annual compensation for such Director's services on the Board.

(c) Elective Portion of Maximum Cash Compensation. Each Director may elect that a designated percentage (in increments of 10%) of his or her future Maximum Cash Compensation be paid in shares of Common Stock. Such shares of Common Stock (including fractional shares) shall be received in lieu of the payment of cash in respect of the designated percentage of future Maximum Cash Compensation payable for services rendered in the quarters ended August 15th, November 15th, February 15th and May 15th, as the case may be. Such shares of Common Stock shall be transferred in accordance with Section 5(f) hereof, except to the extent that a Deferral Election shall be in effect with respect to such shares or to the extent that
Section 5(g) hereof applies. An election hereunder shall be in the form of a document executed and filed with the Secretary of the Company and shall remain in effect until the effectiveness of any modification or revocation.

(d) Deferral Election. With respect to (i) the portion of the Basic Fee payable in Common Stock under Section 5(a)herof, (ii) the Annual Share Fee payable in Common Stock under Section 5(b) hereof and (iii) the designated percentage of

Maximum Cash Compensation payable in Common Stock under Section 5(e) hereof, each Director may elect to defer the receipt (a "Deferral Election") of all or any portion of the shares of Common Stock otherwise transferable pursuant to Section 5(f)herof. In such event, there shall be credited to an account maintained on behalf of such Director, as of the date on which shares would otherwise be transferred hereunder, a number of Shares ("Deferred Shares") equal to the number of shares otherwise transferable. A Deferral Election or revocation hereunder shall be in the form of a document executed by the Director and filed with the Secretary of the Company prior to the time that the fees or compensation to which such election relates has been earned. Any such election may be modified or revoked at any time with respect to fees or compensation not yet earned, but will remain in effect until modified or revoked.

Effective as of the Effective Date, all units representing phantom stock which have been credited to an account maintained by the Company for the benefit of a Director, pursuant to a deferral agreement or arrangement with such Director, shall be converted into an equal number of Deferred Shares pursuant to this Plan and shall thereafter be treated in accordance with the terms hereof.

The Director shall elect (a) that Deferred Shares be distributed in a lump sum or in annual installments (not exceeding 10), and
(b) that the lump sum or first installment be distributed on the tenth day of the calendar year immediately following either (i) the year in which the Director ceases to be a Director of the Company or (ii) the earlier of the year in which the Director ceases to be a Director of the Company or a date designated by the Director; provided, however, that any such election shall be subject to Section 5(g) hereof. Installments subsequent to the first installment shall be distributed on the tenth day of each succeeding calendar year until all of the Director's Deferred Shares shall have been distributed. Notwithstanding anything else in this Plan, the Committee may, in its sole discretion, accelerate the distribution of Deferred Shares in cases of extreme emergency or hardship.

In the event the Director should die before all of the Director's Deferred Shares have been distributed, the balance of the Deferred Shares shall be distributed in a lump sum to the beneficiary or beneficiaries designated in writing by the Director, or if no designation has been made, to the estate of the Director.

All lump sum distributions of Deferred Shares shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares. The number of shares to be

distributed on each installment date to a Director who has elected to receive shares in annual installments shall be determined by multiplying the number of the Director's remaining Deferred Shares by a fraction the numerator of which is one and the denominator of which is the then remaining number of annual installments (including the immediate installment); all such distributions shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares for the final installment and fractional shares to be rounded to the nearest whole number for all other installments.

(e) Dividend Equivalents. Deferred Shares shall be credited with an amount equal to the dividends which would have been paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents shall be credited (i) as of the payment date of such dividends, and (ii) only with respect to Deferred Shares credited to such Director prior to the record date of the dividend. Deferred Shares held pending distribution shall continue to be credited with Dividend Equivalents.

Dividend Equivalents so credited shall be converted into an additional number of Deferred Shares as of the payment date of the dividend (based on the Fair Market Value on such payment date). Such Deferred Shares shall thereafter be treated in the same manner as any other Deferred Shares under the Plan.

(f) Transfer of Shares. Shares of Common Stock issuable to a Director under Sections 5(a) and 5(b) hereof shall be transferred to such Director as of each Accounting Date. The total number of shares of Common Stock to be so transferred under Section 5(a) hereof shall be determined by dividing (w) one-quarter (1/4) of such Director's Basic Fee payable during the Plan Year commencing on such Accounting Date by (x) the Fair Market Value of a share of Common Stock on such Accounting Date. Shares of Common Stock issuable to a Director under Section 5(c) hereof shall be transferred to such Director on August 31st, November 30th, February 28th and May 31st of each Plan Year. The total number of shares of Common Stock to be so transferred on each such date shall be determined by dividing (y) the product of (1) the percentage specified by the Director pursuant to Section 5(b) hereof and (2) the Director's Maximum Cash Compensation payable for services rendered in the quarter ending on August 15th, November 15th, February 15th or May 15th of such Plan Year, as the case may be, by (z) the Fair Market Value of a share of Common Stock on such date. The registrar for the Company will make an entry on its books and records evidencing that such shares (including any fractional shares) have been duly issued as of such dates; provided, however, that a Director may in the

alternative elect in writing prior thereto to receive a stock certificate representing the number of whole such shares acquired plus cash in lieu of any fractional shares.

(g) Change in Control. Upon a Change in Control, all Deferred Shares, to the extent credited prior to the Change in Control, shall be paid immediately in cash. For purposes of this Section 5(g), with respect to determining the cash equivalent value of a Deferred Share, the Fair Market Value of such a Deferred Share shall be deemed to equal the greater of (i) the highest Fair Market Value per share at any time during the 60-day period preceding a Change in Control and (ii) the price of a share of Common Stock which is paid or offered to be paid, by any person or entity, in connection with any transaction which constitutes a Change in Control pursuant to this
Section 5(f).

For purposes of the Plan, a "Change in Control" shall have occurred if:

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

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this Section
5(g)) whose election by the Board or nomination for election by the Company'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;

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

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

6. Effect of Certain Changes in Capitalization.

In the event of any recapitalization, stock split, reverse stock split, stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Common Stock, the maximum number or class of shares available under the Plan, and the number or class of shares of Common Stock to be delivered hereunder shall be adjusted by the Committee to reflect any such change in the number or class of issued shares of Common Stock.

7. Term of Plan.

The Plan shall become effective as of the Effective Date, provided that the Plan shall have been approved by the stockholders of the Company at the 1995 annual meeting of stockholders. The Plan shall remain in effect until all

authorized shares have been issued, unless sooner terminated by he Board. No transfer of shares of Common Stock may be made to any Director under the Plan unless stockholder approval of the Plan has previously been obtained pursuant to this Section 7.

8. Amendment; Termination.

The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part.

9. Rights of Directors.

Nothing contained in the Plan or with respect to any grant shall interfere with or limit in any way the right of the stockholders of the Company to remove any Director from the Board, nor confer upon any Director any right to continue in the service of the Company as a Director.

10. General Restrictions.

(a) Investment Representations. The Company may require any Director to whom Common Stock is issued, as a condition of receiving such Common Stock, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Common Stock for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with Federal and applicable state securities laws.

(b) Compliance with Securities Laws. Each issuance shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance of shares hereunder, such issuance may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

(c) Nontransferability. Deferred Shares under the Plan shall not be transferable by a Director other than by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code

of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

11. Withholding.

The Company may defer making payments under the Plan until satisfactory arrangements have been made for the payment of any Federal, state or local income taxes required to be withheld with respect to such payment or delivery.

12. Governing Law.

The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.

13. Headings.

The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan.

MARSH & McLENNAN COMPANIES, INC.

ANNEX I TO DIRECTORS STOCK COMPENSATION PLAN
(Effective 5/21/97)

1. Purpose.

Pursuant to resolutions adopted by the Board of Directors of Marsh & McLennan Companies, Inc. on May 21, 1997, the Advisory Director program was discontinued and, in recognition of such discontinuance, those nine Directors who, as of May 20, 1997, had been receiving compensation for their services as members of the Board (the "Designated Directors") with the reasonable expectation that they would participate in the Advisory Director program upon retirement from the Board, were each granted 2,000 shares of Common Stock (together with additional shares purchased with dividends as provided in Section 4 hereof, the "Supplemental Grant Shares") to be held in a custodial account controlled by the Company for later delivery to the Director. This Annex I to the Marsh & McLennan Companies, Inc. Director Stock Compensation Plan (the "Plan") is intended to establish the terms and conditions under which the Supplemental Grant Shares are to be held and administered by the Company and distributed to the Designated Directors.

2. The Plan.

This Annex I to the Plan is a supplement to and is part of the Plan, applicable only to the Designated Directors (namely, Lewis W. Bernard, Robert F. Erburu, Ray J. Groves, Richard S. Hickok, Richard M. Morrow, George Putnam, Adele Smith Simmons, Frank J. Tasco and R.J. Ventres) and only with respect to the Supplemental Grant Shares. The Plan, exclusive of this Annex I, is hereinafter referred to as the "Basic Plan". Unless otherwise specified herein or it is clear from the context, the provisions of, including the definitions contained in, the Basic Plan shall apply to this Annex I.

3. Common Stock Reserved.

The Supplemental Grant Shares shall be included in the shares of Common Stock authorized for issuance under the Plan pursuant to, and be subject to the numerical limitation contained in, Section 4 of the Basic Plan. However, the Supplemental Grant Shares to be delivered shall be exclusively previously issued shares reacquired and held by the Company,
i.e., treasury shares.

4. Custodial Account; Distribution.

The Supplemental Grant Shares shall be held for each Designated Director in a custodial account maintained by the Company. Cash dividends paid with respect to Supplemental Grant Shares shall be used to purchase from the Company additional shares to be included in the Designated Director's account as additional Supplemental Grant Shares. Unless the Designated Director has elected to defer distribution as provided in Section 5 hereof, and subject to the provisions of Sections 6 and 7 hereof, the Supplemental Grant Shares shall be distributed to the Designated Director (in whole shares of Common Stock and cash in lieu of any fractional shares) on retirement from the Board or on attaining the age of 72 years, whichever shall be later (the "Normal Distribution Date").

5. Deferral Election.

A Designated Director, independent of any election made under the Basic Plan with respect to Deferred Shares, may elect to defer the receipt (a "Supplemental Deferral Election") of all or any portion of the Supplemental Grant Shares otherwise distributable pursuant to Section 4 hereof by executing and filing with the Secretary of the Company a document (the "Supplemental Deferral Election Form") as described below. In such case, the Supplemental Grant Shares subject to the Supplemental Deferral Election (the "Supplemental Deferred Shares") shall continue to be held in a custodial account maintained by the Company (and continue to be Supplemental Grant Shares as defined in this Annex I to the Plan). Subject to provisions of Sections 6 and 7 hereof, the Supplemental Deferred Shares shall be distributed to the Designated Director as set forth in the Supplemental Deferral Election Form. The Supplemental Deferral Election Form shall specify the percentage (in increments of 10%, the minimum being 10% and the maximum being 100%) of the Supplemental Grant Shares for which the Supplemental Deferral Election is being made and that distribution of the Supplemental Deferred Shares shall occur either in a lump sum on the tenth day of the calendar year next following the Normal Distribution Date or in annual installments (in such number, not exceeding ten, as the Designated Director shall elect) commencing on such tenth day and continuing on the tenth day of each succeeding calendar year until all of the Designated Director's Supplemental Deferred Shares have been distributed. Notwithstanding the foregoing provisions of this Section 5, the Committee may, in its sole discretion, accelerate the distribution of Supplemental Deferred Shares in cases of extreme emergency or hardship. A lump sum distribution of Supplemental Deferred Shares shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares. The

number of shares to be distributed on each installment date to a Designated Director who has elected to receive shares in annual installments shall be determined by multiplying the number of the Designated Director's remaining Supplemental Deferred Shares by a fraction the numerator of which is one and the denominator of which is the then remaining number of annual installments (including the immediate installment); all such distributions shall be in whole shares of Common Stock, with cash to be paid in lieu of fractional shares for the final installment and fractional shares to be rounded to the nearest whole under for all other installments.

6. Death.

In the event the Designated Director should die before all of his or her Supplemental Grant Shares have been distributed, all undistributed Supplemental Grant Shares shall be distributed in a lump sum (in whole shares of Common Stock and cash in lieu of any fractional shares) to the beneficiary or beneficiaries designated in writing by the Designated Director, or if no designation has been made, to the estate of the Designated Director. Any beneficiary designation in effect with respect to the Basic Plan, as provided in Section 5(d) thereof, shall be deemed to be a designation pursuant to this
Section 6 as well, unless the Designated Director has made a separate designation pursuant hereto.

7. Change in Control.

Upon a Change in Control, the Supplemental Grant Shares shall be deemed to be "Deferred Shares" under the Basic Plan with respect to the provisions of Section 5(g) thereof, which section shall be deemed applicable to the Supplemental Grant Shares.

8. Nontransferability.

Until the Supplemental Grant Shares are delivered to the Designated Director, such shares shall not be transferable other than by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

Exhibit 10.15

December 31, 1997

Mr. Lawrence J. Lasser
342 Warren Street
Brookline, MA 02146

Dear Mr. Lasser:

We are pleased to confirm the employment agreement ("Agreement") between you and Putnam Investments, Inc. ("Putnam"). In consideration of the covenants and agreements set forth below, Putnam hereby agrees that you shall continue to be employed by Putnam, and you hereby agree to continue your employment with Putnam, on the following terms and conditions:

1. TERM. Subject to the provisions of paragraph 4 below, this Agreement shall become effective as of the date hereof (the "Effective Date") and shall have a term that continues through and including December 31, 2001 (the "Term"). For purposes of this Agreement, the word "Term" shall mean the actual, ultimate duration of this Agreement, taking into account any early termination of this Agreement.

2. DUTIES AND RESPONSIBILITIES.

A. During the Term of this Agreement, you shall have, and you agree to carry out to the best of your ability, the duties and responsibilities of President and Chief Executive Officer of Putnam reporting to the Chief Executive Officer of Marsh & McLennan Companies, Inc. ("MMC"), subject to the provisions of paragraph 4 below. You shall devote your full business time and best efforts to the performance of your duties and responsibilities under this Agreement, and you shall not pursue any other business activity of any type (including any positions as an outside director) without prior written consent of the Chief Executive Officer of MMC.

B. MMC shall use its best efforts to include you on the management slate of nominees for directors of MMC and to have you reelected to the Board of Directors of MMC (the "MMC Board") at its year 2000 annual meeting and you hereby consent to so serve. Anything herein to the contrary notwithstanding, nothing shall preclude you from serving on the boards of a reasonable number of trade associations and/or charitable organizations, engaging in charitable activities and community affairs and managing your personal investments and affairs, provided that such activities do not interfere with the proper performance of your duties and responsibilities hereunder. Furthermore, upon termination of your employment with MMC or any subsidiary of MMC for any reason, you agree to retire from the MMC Board effective as of the date of such termination.

3. COMPENSATION AND BENEFITS. You shall be entitled to receive the following compensation and benefits:

A. BASE SALARY. Commencing on the Effective Date and during the remainder of the Term, Putnam shall pay you a base salary at the annual rate of $1,000,000.00 (the base salary in effect from time to time referred to as "Base Salary"). Base Salary shall be paid to you in periodic installments in accordance with Putnam's payroll practices then in effect.

B. ANNUAL CASH BONUS. Putnam agrees to pay you an annual cash bonus (the "Annual Bonus"), with respect to each calendar year of your employment which either commences or terminates during the Term, in accordance with the terms and conditions of MMC's Senior Management Incentive Compensation Plan (the "ICP"). The amount of the bonus shall be determined by the Compensation Committee of the MMC Board (the "Compensation Committee") in its sole discretion. In no case, however, shall the Annual Bonus exceed the maximum award which may be made to you under the ICP. The Annual Bonus shall be paid in the following form: the portion of the Annual Bonus that is equal to the total Fair Market Value (as used here and hereinafter, as defined in the Putnam Investments, Inc. Equity Partnership Plan (the "Equity Partnership Plan")), determined as of the award date, of the Purchased Putnam Restricted Stock Units (as defined in paragraph 3.D(iii) below) awarded to you on the Effective Date, with respect to the Annual Bonus relating to 1997, and in the first quarter of the calendar year following the year to which such Annual Bonus relates with respect to Annual Bonuses relating to 1998 and thereafter, (or the entire Annual Bonus, if the Annual Bonus does not equal or exceed

such total Fair Market Value) shall be paid in the form of such Purchased Putnam Restricted Stock Units and in accordance with the provisions of paragraph
3.D(iii) and the remainder of the Annual Bonus shall be paid in cash in the first quarter of the calendar year following the year to which the Annual Bonus relates.

C. GENERAL BENEFITS; SUPPLEMENTAL DISABILITY BENEFITS. During the Term, you shall be entitled to participate, to the extent you are otherwise eligible, in all group insurance programs or other welfare benefit plans which Putnam shall make available to similarly situated employees, and in the Putnam Profit Sharing Retirement Plan. Putnam shall make reasonable efforts to obtain additional disability insurance benefits under which you shall have the option, at your own expense, to purchase disability benefits equal to a maximum of seventy percent (70%) of the total Base Salary and a maximum of sixty percent (60%) of up to $300,000 of the Annual Bonus which you receive under paragraphs
3.A and 3.B, respectively.

D. EQUITY AWARDS.

(i) PUTNAM STOCK OPTIONS. Effective as of the Effective Date, the Compensation Committee hereby grants to you, pursuant to the MMC 1997 Senior Executive Incentive and Stock Award Plan (the "1997 Plan"), a nonqualified option (the "First Putnam Option") to purchase 150,000 shares of Class B Common Stock of Putnam ("Class B Shares") at a per share exercise price of $41.51, and a second nonqualified option to purchase 175,000 Class B Shares at a per share exercise price of $47.98 (the "Second Putnam Option"). The First and Second Putnam Options shall each expire on November 1, 2007 and shall each become exercisable with respect to 25% of Class B Shares subject thereto on each of December 31, 1998, December 31, 1999, December 31, 2000 and December 31, 2001. You shall also be entitled to receive pursuant to the 1997 Plan in the first quarter of 1999 and again in the first quarter of 2000, an additional nonqualified option (the "Third Putnam Option" and "Fourth Putnam Option," respectively, and, collectively with the First Putnam Option and the Second Putnam Option, the "Putnam Options"), in each case at a per share exercise price equal to the Fair Market Value of a Class B Share as of each such date, the number of Class B Shares subject to such Third and Fourth Putnam Option to be determined by the Compensation Committee in its sole discretion using criteria similar to that used for awards at that time to senior

participants in the Equity Partnership Plan. The Third Putnam Option shall expire on November 1, 2007 and become exercisable with respect to 25% of Class B Shares subject thereto on each anniversary of the date of grant in each of 2000, 2001, 2002 and 2003, and the Fourth Putnam Option shall expire on November 1, 2007 and become exercisable with respect to 25% of Class B Shares subject thereto on each anniversary of the date of grant in each of 2001, 2002, 2003 and 2004. In all other respects, each Putnam Option granted pursuant to this Agreement shall be treated as if it were subject to the terms and conditions of the Equity Partnership Plan and as if each such Putnam Option had been granted thereunder, except that

(a) any and all rights or obligations of Putnam pursuant to the Equity Partnership Plan with respect to cancellation, forfeiture, purchase, sale, exchange, conversion or similar events affecting Putnam Options or Class B Shares acquired by exercise of the Putnam Options shall be rights or obligations of MMC and not Putnam (and any amounts paid to you pursuant to the exercise of such rights shall be paid to you as soon as practicable following the Payment Date, as defined in paragraph 3.D(iii) below);

(b) in the event of a termination of your employment pursuant to paragraph 4.B of this Agreement or upon your retirement after December 31, 2001, the Putnam Options granted hereunder shall not be subject to the cancellation provision of
Section 7(a)(i) of the Equity Partnership Plan;

(c) in the event of a termination of your employment pursuant to paragraphs 4.D or 4.E of this Agreement, the Putnam Options granted hereunder shall not be subject to the termination provision of Section 7(c)(i) of the Equity Partnership Plan; provided, however, that if your termination is pursuant to paragraph 4.E where Good Cause relating to such termination is a Change in Control of MMC or a Change in Control of Putnam, then this paragraph 3.D(i)(c) shall not apply but instead the applicable provisions of the Equity Partnership Plan shall apply;

(d) MMC may exercise the rights, set forth in the first sentence of Section 8(b)(ii) of the Equity Partnership Plan, to cancel Putnam

Options or Class B Shares acquired by exercise of the Putnam Options only if all options granted under the Equity Plan or all Class B Shares, as applicable, are also cancelled; and

(e) for purposes of the Equity Partnership Plan, any termination of your employment with Putnam after December 31, 2001 shall be deemed a "retirement".

The number of Class B Shares subject to Putnam Options and the exercise price of outstanding Putnam Options shall be adjusted if such an adjustment has been made to outstanding options granted under the Equity Partnership Plan 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. Each Putnam Option granted to you shall be evidenced by an Award Agreement substantially in the form of the award agreement attached as Exhibit A hereto.

(ii) MMC STOCK OPTION. Effective as of the Effective Date, the Compensation Committee hereby grants to you, pursuant to the 1997 Plan, a nonqualified option ("MMC Stock Option") to purchase 100,000 shares of Common Stock of MMC ("MMC Shares") at an exercise price per share equal to the fair market value of an MMC Share as of such date, as defined in the 1997 Plan, which shall expire on November 1, 2007 and shall vest with respect to 25% of the shares subject thereto per year on each of December 31, 1998, December 31, 1999, December 31, 2000 and December 31, 2001. If your employment with Putnam is terminated by Putnam or MMC (acting through its Compensation Committee) pursuant to paragraph 4.A of this Agreement or by you for any reason other than pursuant to paragraph 4.E of this Agreement, then you shall forfeit the MMC Stock Option granted pursuant to this paragraph 3.D(ii), whether or not then exercisable, to the extent not exercised as of the date of such termination. If your employment with Putnam is terminated in accordance with paragraphs 4.B, 4.D or 4.E of this Agreement, then the MMC Stock Option shall vest and become exercisable as of the date of such termination. In the event of a termination of your employment pursuant to paragraph 4.C of this Agreement, then the MMC Stock Option shall vest and become exercisable and the person or persons to whom your rights under the MMC Stock Option shall pass by will or the laws of descent and distribution shall be entitled to exercise such MMC Stock Option within one year after the date of death, but in no

event shall the MMC Stock Option be exercised beyond its expiration date. The MMC Stock Option granted to you shall be evidenced by an Award Agreement substantially in the form of the award agreement attached as Exhibit B hereto.

(iii) PUTNAM RESTRICTED STOCK UNITS. Effective as of the Effective Date, you shall receive, pursuant to the 1997 Plan, 300,000 shares of Putnam restricted stock units ("Putnam Restricted Stock Units"), 150,000 of which shall vest on December 31, 2001 ("Excluded Units") and 150,000 of which shall vest at the rate of 25% per year on each of December 31, 1998, December 31, 1999, December 31, 2000 and December 31, 2001. During the Term you shall also be entitled to receive, in the first quarter of 1999, additional Putnam Restricted Stock Units which shall vest at the rate of 25% per year on each anniversary of the date of grant in each of 2000, 2001, 2002 and 2003 and, in the first quarter of 2000, additional Putnam Restricted Stock Units which shall vest at the rate of 25% per year on each anniversary of the date of grant in each of 2001, 2002, 2003 and 2004, with the number of such additional Putnam Restricted Stock Units to be determined by the Compensation Committee in its sole discretion using criteria similar to that used for awards at that time to senior participants in the Equity Partnership Plan. Each individual Putnam Restricted Stock Unit shall represent (and shall have a Fair Market Value equal to the Fair Market Value of) one Class B Share and shall be treated as if it were subject to the terms and conditions of the Equity Partnership Plan applicable to shares of Restricted Stock awarded under the Equity Partnership Plan, except that

(a) dividend equivalents (rather than actual dividends) plus earnings, but net of any losses, resulting from the investment thereof shall be payable in cash with respect to the Putnam Restricted Stock Units and such dividend equivalents shall be paid as soon as practicable following the earliest date that payment may be made without causing such payment to be nondeductible by MMC by reason of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") (such earliest date, the "Payment Date"). The dividend equivalents shall be deemed invested from their respective dividend payment dates, pursuant to your investment direction, among the various Putnam funds;

(b) payments in respect of Putnam Restricted Stock Units shall be made in Class B Shares, such payments to be made as soon as practicable following the Payment Date;

(c) any and all rights or obligations of Putnam pursuant to the Equity Partnership Plan with respect to cancellation, forfeiture, purchase, sale, exchange, conversion or similar events affecting Putnam Restricted Stock Units or Class B Shares shall be rights or obligations of MMC and not of Putnam (and any amounts paid to you pursuant to the exercise of such rights shall be paid to you as soon as practicable following the Payment Date);

(d) MMC may exercise the rights, set forth in the first sentence of Section 8(b)(ii) of the Equity Partnership Plan, to cancel Putnam Restricted Stock Units, or Class B Shares acquired by payment with respect to Putnam Restricted Stock Units, only if all restricted stock granted under the Equity Plan, or all Class B Shares, as applicable, are also cancelled;

(e) in the event of a termination of your employment pursuant to paragraphs 4.D or 4.E of this Agreement, the Putnam Restricted Stock Units granted hereunder shall not be subject to the termination provision of Section 7(c)(ii) of the Equity Partnership Plan; provided, however, that if your termination is pursuant to paragraph 4.E where Good Cause relating to such termination is a Change in Control of MMC or a Change in Control of Putnam, then this paragraph 3.D(iii)(e) shall not apply; and

(f) for purposes of the Equity Partnership Plan, any termination of your employment with Putnam after December 31, 2001 shall be deemed a "retirement".

The number of Putnam Restricted Stock Units referred to above shall be adjusted if such an adjustment has been made pursuant to the Equity Partnership Plan to the number of outstanding shares of Restricted Stock thereunder 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. The Putnam Restricted Stock Units granted to you shall be evidenced by an Award Agreement substantially in the form of the award agreement attached as Exhibit A hereto.

All Putnam Restricted Stock Units except the Excluded Units shall be "Purchased Putnam Restricted Stock Units" and shall constitute a form of payment of the Annual Bonus, in accordance with paragraph 3.B above. If the Annual Bonus with respect to a year does not equal or exceed the total Fair Market Value, determined as of the award date, of the Purchased Putnam Restricted Stock Units relating to such Annual Bonus, then (unless you have timely declined such excess Purchased Putnam Restricted Stock Units) within 30 days of the date such Annual Bonus is paid, you will pay MMC an amount equal to the excess of such total Fair Market Value over such Annual Bonus.

(iv) MMC RESTRICTED STOCK UNITS. Effective as of the Effective Date, the Compensation Committee hereby grants to you, pursuant to the 1997 Plan, 100,000 shares of MMC restricted stock units ("MMC Restricted Stock Units") which shall vest on February 1, 2002. If your employment with Putnam is terminated by Putnam or MMC (acting through its Compensation Committee) pursuant to paragraph 4.A of this Agreement or by you prior to December 31, 2001 for any reason other than pursuant to paragraph 4.E of this Agreement, then you shall forfeit all MMC Restricted Stock Units granted pursuant to this paragraph
3.D(iv). If your employment with Putnam is terminated in accordance with paragraphs 4.B, 4.C, 4.D or 4.E of this Agreement prior to December 31, 2001, or for any reason after December 31, 2001, then the MMC Restricted Stock Units granted to you pursuant to this paragraph 3.D(iv) shall vest as of the date of such termination. The award of MMC Restricted Stock Units granted to you shall be evidenced by an Award Agreement substantially in the form of the award agreement attached as Exhibit C hereto. Payment in respect of MMC Restricted Stock Units shall be made in MMC Shares as soon as practicable following the Payment Date; and dividend equivalents plus earnings, but net of any losses, resulting from the investment thereof shall be payable in cash with respect to the MMC Restricted Stock Units as soon as practicable following the Payment Date. The dividend equivalents shall be deemed invested from their respective dividend payment dates, pursuant to your investment direction, among the various Putnam funds.

(v) AGREEMENT BETWEEN MMC AND PUTNAM. In connection with the grant of Putnam Options and Putnam

Restricted Stock Units referred to in this paragraph 3.D, Putnam agrees to issue to MMC from time to time that number of Class B Shares as may be necessary for MMC to issue to you upon exercise of such Putnam Options or in payment of such Putnam Restricted Stock Units, such issuance to be in exchange for an equal number of shares of Class A Common Stock, par value $.01 per share, of Putnam ("Class A Shares") held by MMC. In the event that (x) MMC acquires Class B Shares from you or your transferee (including any Class B Shares acquired by you through the exercise of Putnam Stock Options or as a result of the payment of Putnam Restricted Stock Units, and any shares acquired by you upon an adjustment 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) pursuant to paragraphs
3.D(i)(a) and 3.D(iii)(c) hereof, or (y) Class B Shares (as well as any Putnam Options or Putnam Restricted Stock Units related to Class B Shares held by MMC) held by you or MMC are otherwise cancelled, sold, purchased, forfeited, exchanged for a payment or converted into a Class A Share, or are otherwise similarly affected, then Putnam agrees to return to, and shall be deemed to have returned to, MMC with respect to the Class B Shares so affected, an equal number of Class A Shares (as may have been adjusted in accordance with the adjustment provision set forth above) and MMC agrees to return to, and shall be deemed to have returned to, Putnam (irrespective of whether such shares were cancelled or are still outstanding) the Class B Shares so affected. The provisions of this paragraph 3.D(v) shall be adjusted to the extent appropriate to reflect any actions contemplated by Section 11(a) of the Equity Partnership Plan.

(vi) In the event of a termination of your employment pursuant to paragraphs 4.B, 4.D or 4.E (except where Good Cause relating to such termination is a Change in Control of MMC or a Change in Control of Putnam) or any termination of your employment after December 31, 2001, any right of MMC under
Section 7(d)(i) of the Equity Partnership Plan to repurchase Class B Shares then held by you or thereafter acquired by you may not be exercised by MMC until after November 1, 2007 and any right you have under Section 7(d)(ii) of the Equity Partnership Plan to request that MMC purchase the Class B Shares then held by you or thereafter acquired by you may be exercised in accordance with the terms of the Equity Partnership Plan through November 1, 2007. Notwithstanding the above, with respect to Class B Shares which have been held by you for less than six months, the rights described in the immediately preceding sentence

may not be exercised by MMC or by you, as applicable, prior to the date six months following the applicable Grant Date (in case of Restricted Stock Units) or date of exercise (in case of Class B Shares acquired upon exercise of Putnam Options).

E. SPECIAL RETIREMENT BENEFIT. In consideration for your covenants set forth in paragraph 7, you shall be entitled to receive a special retirement benefit of a gross value estimated at $1,500,000 per year for your lifetime. As of the Effective Date, MMC and Putnam shall determine an amount which represents the actuarial estimated equivalent sufficient to fund their commitment at the Effective Date. This funded amount, which has been determined to equal $15,000,000.00, shall be deemed invested from the Effective Date, pursuant to your investment direction, among the various Putnam funds. On the latest of (a) November 1, 2002, (b) your retirement from Putnam or MMC and (c) the Payment Date you shall be entitled to receive in cash the amount referenced in the immediately preceding sentence, plus the earnings, if any, net of any losses, if any, of the deemed investment thereof (such total, the "Special Retirement Benefit") in a lump sum, installments or as an annuity, pursuant to your election made prior to a date one year immediately preceding the commencement of the payment of the Special Retirement Benefit. However, if you choose a lifetime annuity, the equivalent of the lump sum payment, net of applicable withholding taxes, will be used to purchase in your name an annuity contract from the insurance company or other financial institution of your choice and the purchase thereof will relieve Putnam and MMC of all liability for such payment.

F. SERVICES FURNISHED. During the Term, Putnam shall furnish you with appropriate office space and secretarial services, and such other facilities and services as are suitable to your position and adequate for the performance of your duties as set forth in paragraph 2 hereof.

G. AUTOMOBILE. During the Term, Putnam shall furnish you with an automobile similar to that provided to you immediately prior to the Effective Date, on substantially similar terms as those in effect immediately prior to the Effective Date.

H. HOTEL REIMBURSEMENT. During the Term, Putnam shall reimburse you at a rate of $2,121.00 per month, for expenses relating to the maintenance and upkeep on your apartment in New York City, such reimbursement to be paid in

lieu of reimbursement of any expenses you might otherwise have incurred for hotel and related expenses.

4. TERMINATION. You, Putnam or MMC shall be free to terminate this Agreement, as follows:

A. BY PUTNAM OR BY MMC FOR CAUSE OR BY YOU WITHOUT GOOD CAUSE. Putnam or MMC (acting through its Compensation Committee) shall have the right to terminate your employment hereunder for "Cause" upon thirty (30) days' prior written notice. For purposes of this Agreement only, "Cause" shall be defined to include 1) material willful misconduct in the performance of your duties and responsibilities hereunder, 2) material willful nonperformance of your duties and responsibilities hereunder other than for reasons of disability, 3) breach by you of a material term of this Agreement, or 4) conviction of, or your written admission to, a felony or other crime involving moral turpitude, or imprisonment for any crime; PROVIDED, HOWEVER, that in the event of a potential termination for Causes l, 2 or 3 above, such termination may not occur until at least thirty (30) days after Putnam or MMC (acting through its Compensation Committee) has provided you with a detailed written notice of the ground(s) for the termination, and then only if you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, the 1997 Plan or the Equity Partnership Plan or any applicable award agreement, in the event of a termination for Cause pursuant to this paragraph
4.A or in the event of a termination by you without Good Cause (as defined in paragraph 4.E below), (x) Putnam shall only be obligated to pay you your Base Salary through the date of your termination, together with such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of Putnam then in effect and (y) any awards granted pursuant to paragraph
3.D of this Agreement, whether or not then vested, and any Class B Shares then held by you, shall be cancelled and forfeited as of the date of termination pursuant to this paragraph 4.A. Notwithstanding the preceding sentence or any other provision of this Agreement, the 1997 Plan, the Equity Partnership Plan or any applicable award agreement, in the event of a termination for Cause pursuant to this paragraph 4.A, you shall forfeit the Special Retirement Benefit. Subject to paragraph 7 of this Agreement, in the event of a termination by you without Good Reason, the Special Retirement Benefit shall be paid to you in three equal installments, the first such installment to be paid on the January 10 next following such date of termination, and the second and third such installments to

be paid on the first and second anniversaries, respectively, of the payment of the first installment.

B. DISABILITY. Putnam or MMC (acting through its Compensation Committee) shall have the right to terminate your employment hereunder in the event that you shall be prevented, by illness, accident, disability or any other physical or mental condition (to be determined by means of a written opinion of a competent medical doctor chosen by mutual agreement of Putnam or MMC, as applicable, and you or your personal representative), from substantially performing your duties and responsibilities hereunder for one or more periods totaling one hundred twenty (120) days in any twelve (12) month period. In the event of a termination pursuant to this paragraph, you shall continue to receive your Base Salary through the end of the year in which the termination of your employment pursuant to this paragraph 4.B occurs, after which your right to receive income continuation shall be determined in accordance with the terms and conditions of Putnam's short-term and long-term disability plans then in effect. You shall also be entitled to receive, at the time it would otherwise have been payable, the Annual Bonus with respect to the year in which the termination pursuant to this paragraph 4.B occurs, in an amount equal to the average of the Annual Bonuses with respect to the two most recently completed years. Furthermore, Putnam shall pay you, as soon as practicable following the Payment Date, the Special Retirement Benefit.

C. DEATH. In the event of a termination of your employment during the Term by reason of your death, Putnam shall pay to your estate, designated beneficiary or legal representative, after the Payment Date, an amount equal to your Base Salary through the end of the year in which your death occurs. In the event of a termination of your employment during the Term by reason of your death, Putnam shall also pay to your estate, designated beneficiary or legal representative, as soon as practicable following the Payment Date, the Special Retirement Benefit in a lump sum. Putnam shall also pay to your estate, designated beneficiary or legal representative, at the time it would otherwise have been payable, the Annual Bonus with respect to the year in which your death occurs, in an amount equal to the average of the Annual Bonuses for the two most recently completed years.

D. TERMINATION BY PUTNAM OR BY MMC OTHER THAN FOR CAUSE, DISABILITY OR DEATH. Putnam or MMC (acting through its Compensation Committee) shall have the right to

terminate your employment hereunder other than for Cause, disability or death upon thirty (30) days' prior written notice to you; PROVIDED, HOWEVER, that in the event of a termination pursuant to this paragraph, Putnam shall be required to pay you, after the Payment Date, your Base Salary through the period ending with the date of your termination, and an amount equal to the sum of your Base Salary and Annual Bonuses (the Annual Bonus shall, for this purpose, be deemed to equal no less than the higher of (x) the average of the Annual Bonuses with respect to the two most recently completed years and (y) the Minimum Amount (as defined in paragraph 4.E below)) through and including December 31, 2001. Furthermore, Putnam shall pay you, as soon as practicable following the Payment Date, the Special Retirement Benefit.

E. TERMINATION BY YOU FOR GOOD CAUSE. In the event that you resign your employment with Putnam, by providing to Putnam and MMC a written notice of resignation within thirty (30) days following an event constituting "Good Cause," as that phrase is defined below, your resignation shall be deemed to be a termination of your employment by Putnam other than for Cause pursuant to paragraph 4.D above, in which event both you and Putnam shall have your respective rights and obligations in the event of such a termination. If you do not send Putnam and MMC a written notice of resignation pursuant to this paragraph within thirty (30) days following an event constituting Good Cause, your rights under this paragraph 4.E on the basis solely of such event shall cease. For purposes of this Agreement, the phrase "Good Cause" shall mean (a) a breach by MMC or Putnam of a material term of this Agreement which is not cured within 30 business days from receipt of written notice thereof from you, (b) relocation of Putnam's executive offices outside of the Boston area, (c) reassignment of you to a location outside of the Boston area, (d) failure to pay you an Annual Bonus with respect to each full year of your employment during the Term of at least the sum (such sum, the "Minimum Amount") of (x) a cash amount equal to (i) in the case of the Annual Bonus for the year ended December 31, 1997, at least $12,000,000 and (ii) in the case of Annual Bonuses for future years, two times the average annual cash bonus received under the Putnam Partners Incentive Compensation Plan (or which would have been received had that plan continued) by the three participants who received (or who would have received had that plan continued) the highest cash bonus under the Putnam Partners Incentive Compensation Plan with respect to such year, as determined on a basis consistent with the provisions, Award Percentage (as that

term is defined in the Putnam Partners Incentive Compensation Plan) and individual percentage participations existing for the Putnam Partners Incentive Compensation Plan and the associated financial measurements as of the Effective Date, plus (y) the total Fair Market Value, determined as of the date you acquired them, of the Purchased Putnam Restricted Stock Units acquired by you which relate to such Annual Bonus, (e) a Change in Control of MMC or a Change in Control of Putnam, each as defined below, or (f) failure to grant to you the Third Putnam Option and the Fourth Putnam Option with respect to, in the aggregate, 105,000 or more Class B Shares or failure to grant to you additional Putnam Restricted Stock Units in 1999 and 2000 with respect to, in the aggregate, 105,000 or more Class B Shares.

(i) For purposes of this Agreement, the phrase "Change in Control of MMC" means the first to occur of the following events after the Effective Date: (a) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ("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 (b) during any period of two 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 (a), (b), or (d) of this paragraph 4.E(i)) 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 (c) the stockholders of MMC approve a merger or consolidation of MMC with any other corporation, other than (1) 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) 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 (2) 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 (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).

(ii) For purposes of this Agreement, the phrase "Change in Control of Putnam" means the first to occur of the following events after the Effective Date: (a) 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 (b) 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.

F. ADDITIONAL PAYMENT. If any payment under this Agreement attributable to the Second Putnam Option (as defined in paragraph 3.D(i)), the Excluded Units (as defined in paragraph 3.D(iii)), the MMC Option or the MMC Restricted Stock Units (the "Payments") will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), you shall be entitled to receive, at the time specified below, an additional amount (the "Gross-Up Payment") such that the net amount retained by you after deduction of any Excise Tax on such Payments and any federal, state and local income and employment tax and Excise Tax upon payment provided for by this paragraph 4.F, shall be equal to the Payments. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all payments or benefits received or to be received by you in connection with a Change in Control of Putnam or of MMC or your termination of employment with Putnam (pursuant to this Agreement) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by MMC's independent auditors and acceptable to you such payments or

benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of
Section 280G(b)(3) of the Code, or otherwise not subject to the Excise Tax; (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Payments or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (1) above); and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by MMC's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the date such Gross-Up Payment is made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of the Gross-Up Payment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), you shall be entitled to an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. Any Gross-Up Payment to be made to you under this paragraph shall be payable within thirty
(30) days of the date of the Change in Control of MMC or change in control of Putnam, as applicable.

G. GENERAL APPLICABLE TERMS. In the event of a termination of your employment pursuant to paragraphs 4.D or 4.E of this Agreement, Putnam acknowledges that any amounts due you under this paragraph 4 are intended solely as severance pay and not, e.g., as damages. Accordingly, Putnam acknowledges and agrees that you will have no duty to mitigate any loss of income by seeking other employment or otherwise, and any earnings you may receive subsequent to termination of employment shall not reduce or in any manner affect the amounts due under this paragraph 4, if any. Whether or not any amounts are due you following termination of your employment, you, your estate or other beneficiary or representative shall in any event receive such payments or benefits you or they would be entitled to by law or pursuant to benefit plans of Putnam then in effect.

5. CONFIDENTIALITY. You agree that you will not at any time, during or after your employment by Putnam, or any of its affiliates (collectively, for purposes of this paragraph 5, "Putnam"), without MMC's prior written consent, reveal or disclose to any person outside of Putnam, or use for your own benefit or the benefit of any other person or entity, any confidential information concerning the business or affairs of Putnam or MMC, or concerning Putnam's or MMC's customers, clients or employees ("Confidential Information"). For purposes of this Agreement, Confidential Information shall include, but shall not be limited to, financial information or plans; sales and marketing information or plans; business or strategic plans; salary, bonus or other personnel information of any type; information concerning methods of operation; proprietary systems or software; legal or regulatory information; cost and pricing information or policies; information concerning new or potential products or markets; investment models, practices, procedures, strategies or related information; research and/or analysis; and information concerning new or potential investors, customers, clients, or shareholders. Confidential Information shall not include Confidential Information already available to the public through no act of yours and salary, bonus or other personnel information specific to you, nor shall this paragraph be construed so as to interfere with your right to use your general knowledge, experience, memory and skills, whenever and wherever acquired, in any future employment, subject to the limitations set forth in paragraph 7 hereof.

You further understand and agree that all such Confidential Information, however or whenever produced, shall be Putnam's or MMC's sole property, and shall not be removed by you (or anyone acting at your direction or on

your behalf) from Putnam's or MMC's custody or premises without Putnam's or MMC's prior written consent. Upon the termination of your employment, you will promptly deliver to Putnam or MMC all copies of all documents, equipment, property or materials of any type in your possession, custody or control, that belong to Putnam or MMC, and/or that contain, in whole or in part, any Confidential Information.

6. INVENTIONS. During the Term of this Agreement, you shall promptly disclose to Putnam or any successor or assign, and grant to Putnam and its successors and assigns (without any separate remuneration or compensation other than that received by you in the course of your employment), your entire right, title and interest in and to any and all inventions, developments, discoveries, models, or any other intellectual property of any type or nature whatsoever ("Intellectual Property"), whether developed by you during or after business hours, or alone or in connection with others, in any way related to the business of Putnam, its affiliates, successors or assigns. This provision shall not apply to books or articles authored by you during non-work hours, consistent with your obligations under this Agreement, so long as such books or articles a) are not funded in whole or in part by Putnam, or b) do not contain any Confidential Information or Intellectual Property. You agree, at Putnam's expense, to take all steps necessary or proper to vest title to all such Intellectual Property in Putnam, its affiliates, successors, assigns, nominees or designees, and to cooperate fully and assist Putnam in any litigation or other proceedings involving any such Intellectual Property.

7. NONCOMPETITION COVENANT; CONSULTING COVENANT.

A. NONCOMPETITION COVENANT DURING YOUR EMPLOYMENT AND THEREAFTER. During the Term of this Agreement and until you attain the age of 65, you shall not, directly or indirectly, for your own account, or in any capacity on behalf of any other third person or entity, whether as an officer, director, employee, partner, joint venturer, consultant, investor or otherwise, engage, or assist others engaged, in whole or in part, in any business in competition with the business of Putnam within the geographical areas in which Putnam has conducted its business operations or provided services as of the date of this Agreement or at any time prior to your termination hereunder, subject to the following special provisions:

(i) For purposes of this covenant, "Putnam" means only any or all of Putnam Investments, Inc., its

wholly or majority-owned subsidiaries, and any other affiliate of Putnam Investments, Inc. engaged on a regular basis in providing services to Putnam Investments, Inc., to such a subsidiary, or to third persons in association with Putnam Investments, Inc. or such a subsidiary.

(ii) Any investment you may make in a business in competition with the business of Putnam shall not be considered to give rise to a violation of this covenant if the following three conditions are met: (a) the stock of such business is publicly traded, (b) your equity interest in such business does not exceed five percent (5%) of the aggregate outstanding equity interests of such business and (c) you do not otherwise participate in the management or operational affairs of such business.

(iii) This covenant shall not be considered violated by your management of funds (whether personally or as an employee or partner of a business formed for this purpose) solely on behalf of yourself or yourself and one or more of your family members or other relatives.

Notwithstanding any provision to the contrary contained herein, in the event that you breach the noncompetition covenant of this paragraph 7.A, you shall forfeit and be required to return to Putnam each of the following: (a) the Special Retirement Benefit; (b) any and all Putnam Options (whether or not then exercisable, with all of such Putnam Options being cancelled and terminated) and Putnam Restricted Stock Units; (c) all Class B Shares then held by you; (d) all rights with respect to other payments to which you may become entitled with respect to Putnam Options, Putnam Restricted Stock Units or Class B Shares; and (e) 50% of all proceeds from any prior sales of any Class B Shares or cancellation, forfeiture, exchange or conversion of Putnam Options, Putnam Restricted Stock Units or Class B Shares, or other cash payments received with respect to Putnam Options, Putnam Restricted Stock Units or Class B Shares. The relief Putnam and MMC is entitled to pursuant to the preceding sentence shall be in addition to, and not in lieu of, any other relief to which it may be entitled by law (including without limitation its actual damages as a result of any such breach). If, at any time, the provisions of this paragraph 7.A shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this paragraph 7.A shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable

and enforceable by the court or other body having jurisdiction over the matter; and you agree that this paragraph 7.A as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

B. CONSULTING COVENANT. Following the termination of your employment for any reason, and until you attain the age of 65, you shall make yourself available to consult and advise the Chief Executive Officer of Putnam and MMC with respect to such matters involving the business of Putnam as may be requested; and Putnam shall reimburse you for any reasonable out-of-pocket expenses relating thereto; provided, however, that you shall not be required to make yourself so available for more than ten hours during any month or at any location inconvenient for you. For the duration of your consulting obligations, the provisions of paragraph 3.F (as it relates to your position and duties as a consultant) and 3.G shall continue to apply.

8. MUTUAL NONDISPARAGEMENT COVENANT. You agree that you will not at any time speak or act in any manner that is intended to, or does in fact, damage the goodwill or the business of MMC or Putnam, or the business or personal reputations of any of MMC's or Putnam's directors, officers, agents, employees, clients or suppliers, and you further agree that you will not engage in any other deprecating conduct or communications with respect to MMC or Putnam. In connection with any termination of your employment, MMC agrees to negotiate in good faith with you as to a mutually acceptable description of the reasons for your termination of employment. Each of MMC and Putnam agrees that it will not, and will not permit any of its directors, officers, agents, or employees to, at any time speak or act in any manner inconsistent with such negotiated description or that is intended to, or does in fact, damage your business or personal reputation.

9. FAILURE TO PAY AMOUNTS DUE UNDER THIS AGREEMENT. If MMC or Putnam withholds or fails to pay you any amounts which it is obligated to pay you under this Agreement, and you are forced to file suit to collect such amounts, and succeed in collecting such amounts, MMC and Putnam shall be obligated to pay you your reasonable costs and attorneys' fees incurred in collecting such amounts.

10. SPECIFIC PERFORMANCE. You recognize and agree that Putnam's remedy at law for breach of paragraphs 5, 6, 7 and 8 of this Agreement would be inadequate, and further

agree that, for breach of such provisions, Putnam shall be entitled to injunctive relief and to enforce its rights by an action for specific performance. Putnam recognizes and agrees that your remedy at law for breach of paragraph 8 of this Agreement would be inadequate, and further agree that, for breach of such provision, you shall be entitled to injunctive relief and to enforce your rights by an action for specific performance.

11. CHOICE OF LAW. This Agreement, and all disputes arising under or related to it, shall be governed by the law of the Commonwealth of Massachusetts.

12. CODE SECTION 162(M). Notwithstanding any other provision of this Agreement, no payments shall be made hereunder prior to the earliest date that any such payment may be made without causing such payment to be nondeductible by reason of Section 162(m) of the Code; provided, however, that the above limitation shall not apply to any benefits provided to you pursuant to any employee benefit or fringe benefit plan of Putnam which is generally applicable to senior executives of Putnam and provided, further, that Putnam shall, in the event of an unanticipated deferral of any payment pursuant to this paragraph 12, take such reasonable actions as may be appropriate to minimize any cost or inconvenience to you and equitably compensate you in a manner consistent with the expectations set forth in this Agreement. Any amounts deferred pursuant to the immediately preceding sentence shall be deemed invested, pursuant to your investment direction, among the various Putnam funds.

13. ASSIGNMENT. This Agreement, and the rights and obligations of you, MMC and Putnam hereunder, shall inure to the benefit of and shall be binding upon, you, your heirs and representatives, and upon MMC and Putnam, and their respective successors and assigns. This Agreement may not be assigned by you.

14. NOTICES. All notices required by this shall be in writing and shall be deemed to have been duly delivered when delivered in person or when mailed by certified mail, return receipt requested, as follows:

A. If to you:

Lawrence J. Lasser
342 Warren Street
Brookline, MA 02146

B. If to Putnam:

Putnam Investments, Inc.
One Post Office Square
Boston, MA 02109
Attn: General Counsel

with a copy to:

Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, NY 10036
Attn: General Counsel

C. If to MMC:

Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, NY 10036
Attn: General Counsel

or to such other address as a party hereto shall specify in writing given in accordance with this paragraph.

15. SEVERABILITY. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting or reducing them so as to be enforceable to the maximum extent compatible with applicable law.

16. CONSULTATION WITH COUNSEL; NO REPRESENTATIONS. You agree and acknowledge that you have had a full and complete opportunity to consult with counsel of your own choosing concerning the terms, enforceability and implications of this Agreement, and that neither MMC nor Putnam has made any representations or warranties to you concerning the terms, enforceability or implications of this Agreement other than are as reflected in this Agreement.

17. UNFUNDED STATUS OF AGREEMENT. With respect to any payments not yet made to you pursuant to the Agreement, nothing contained herein shall give you any rights which are greater than those of a general creditor of Putnam.

18. WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state or local law.

19. ARBITRATION. Except as otherwise provided in Paragraph 10, all controversies, claims or disputes arising out of or related to this Agreement shall be settled by arbitration in Boston, Massachusetts under the rules of the American Arbitration Association then in effect in the Commonwealth of Massachusetts, as the sole and exclusive remedy of either party, and judgment upon such award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

20. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21. SURVIVAL. Your obligations and those of Putnam and MMC shall survive the termination of the Term of this Agreement and your employment hereunder as necessary to give full effect to the provisions of this Agreement.

If the foregoing correctly conforms to your understanding of the Agreement between you and Putnam, please sign and date the enclosed copy of this letter and return it to us.

Very truly yours,

PUTNAM INVESTMENTS, INC.

By: /s/ A.J.C. Smith
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Title:  Director
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Agreed and Accepted:

/s/ Lawrence J. Lasser
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Lawrence J. Lasser