EX-10.11


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
                  2002 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 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 2002 Cash Bonus Award
         Voluntary Deferral Plan (the "2002 Plan"). Participants in the 2002
         Plan may make deferral elections pursuant to the rules outlined in
         Section 2 below.

2.       PROGRAM RULES

         Except as otherwise provided herein, the 2002 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 2002 Plan and make all
         determinations, including the determination of bonus awards eligible to
         be deferred, with respect to the 2002 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 2002 Plan, and references to
         the Committee shall be deemed to include any such delegate. Exercise of
         deferral elections under the 2002 Plan must be made in accordance with
         the following rules.

         a. RIGHTS TO AN AWARD AND TO A DEFERRAL ELECTION

            (i)   2002 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 2003 in respect of 2002
                  services, the payment of which bonus would normally be made by
                  the end of the first quarter of the 2003 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)  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, 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 2004 calendar year. The deferral of such
                  a bonus will be made pursuant to the U.S. Employee 2003 Cash
                  Bonus Award Voluntary Deferral Plan (the "2003 Plan") and is
                  contingent upon approval of the 2003 Plan by the Committee.
                  The terms and conditions for the 2003 Plan are expected to be
                  essentially the same as for the 2002 Plan.


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         b.       ELECTION FORMS

                  In order to ensure that elections to defer bonus amounts
                  (including such amounts for 2003 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
                  2, 2002. 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) 2002 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 "2002 Deferred Bonus Accounts") shall consist of (a)
                       the 2002 Putnam Fund Account and (b) the 2002 Corporation
                       Stock Account. Amounts may not be transferred between the
                       2002 Corporation Stock Account and the 2002 Putnam Fund
                       Account.





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         d.       2002 PUTNAM FUND ACCOUNT

                  (i)  ACCOUNT VALUATION. The 2002 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 2002 Putnam Fund Account
                       must be made in multiples of 5% of the total amounts
                       deferred into the 2002 Putnam Fund Account. Deferred
                       amounts will be credited to the 2002 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 2002 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 2002 Putnam Fund Account will be deemed to be
                       immediately reinvested in such fund.

                  (ii) FUND REALLOCATIONS. Amounts deferred into a 2002 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 2002 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.       2002 CORPORATION STOCK ACCOUNT

                  (i)  ACCOUNT VALUATION. The 2002 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 2002 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 2002 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 2002 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 2002 Corporation Stock Account must be
                       deferred to a date not earlier than January 1, 2006. (For
                       deferrals relating to 2003 bonuses with a guarantee, such
                       deferrals will be allocated into the 2003 Corporation
                       Stock Account and must be deferred to a date not earlier
                       than January 1, 2007.)



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                  (ii)  SUPPLEMENTAL AMOUNT. With respect to that portion of a
                        bonus award which a participating employee defers into
                        the 2002 Corporation Stock Account, there shall be
                        credited to such participant's 2002 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
                        2002 Corporation Stock Account (prior to giving effect
                        to the supplemental amount) is 50% of such award.

                  (iii) STOCK DISTRIBUTIONS. Distributions from the 2002
                        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 2002 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 2002 Plan (and
                  the 2003 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 2002 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 2002
                        Corporation Stock Account or the 2002 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 2002
                        Corporation Stock Account or the 2002 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 2002
                        Corporation Stock Account or 2002 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 2002
                        Corporation Stock Account or 2002 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 2002 Plan) for awards
                        previously deferred or redeferred under the 2002 Plan
                        (and the 2003 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 2002
                        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 2002
                        Deferred Bonus Accounts, the designated beneficiary
                        shall receive the remaining installments over the
                        elected installment period.

                  (vi)  SPECIAL RULES APPLICABLE TO 2002 CORPORATION STOCK
                        ACCOUNT. Notwithstanding any provision in the 2002 Plan
                        to the contrary (other than the second sentence of
                        Section 2.i. above), with respect to a participant's
                        2002 Corporation Stock Account, in the event that prior
                        to January 1, 2006, 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 2006.
                        In the event that, prior to January 2006, 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, 2006 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 2002 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 2002 Corporation Stock Account
                        attributable to the supplemental amount, the
                        supplemental amount shall be increased or decreased by
                        the respective gain or loss in the 2002 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
                        2002 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 2002
                        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 2002 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 2002 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
                        2002 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 2002
                        Putnam Fund Account shall be made in cash and payments
                        in respect of the 2002 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 2002
                        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 2002 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 2006. When any part
                  of the 2002 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 2002 Plan and every other Cash Bonus
                  Award Voluntary Deferral Plan for which the participant has or
                  will have an account balance (collectively, including the 2002
                  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 2002 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 2002 PLAN

         The Committee may, at its discretion and at any time, amend the 2002
         Plan in whole or in part. The Committee may also terminate the 2002
         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 2002 Deferred Bonus Accounts.




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4.       MISCELLANEOUS

         a.   A participant under the 2002 Plan is merely a general (not
              secured) creditor, and nothing contained in the 2002 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 2002 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 2002 Plan and any elections made pursuant to the 2002 Plan are
              subject to approval of the 2002 Plan by the Committee.

         b.   Participation in the 2002 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 2002 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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