EXHIBIT 10.13

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

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

1.       ELIGIBILITY

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

2.       PROGRAM RULES

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

         a. RIGHTS TO AN AWARD AND TO A DEFERRAL ELECTION

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

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

         b.       ELECTION FORMS

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

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

         c.       DEFERRAL OPTIONS

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

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

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

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

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

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         d.       2003 PUTNAM FUND ACCOUNT

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

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

         e.       2003 CORPORATION STOCK ACCOUNT

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

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

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

         f.       STATEMENT OF ACCOUNT

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

         g.       IRREVOCABILITY AND ACCELERATION

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

         h.       PAYMENT OF DEFERRED AMOUNTS

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

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

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

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

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

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


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

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

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

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

         i.       TAX TREATMENT

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

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

         j.       BENEFICIARY DESIGNATION

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

         k.       CHANGES IN CAPITALIZATION

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

3.       AMENDMENT AND TERMINATION OF THE 2003 PLAN

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

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4.       MISCELLANEOUS

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

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

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

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

5.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

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