Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MARSH & McLENNAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2668272
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1166 Avenue of the Americas
New York, New York 10036-2774
(Address of Principal Executive Offices)
MARSH & McLENNAN COMPANIES DIRECTORS STOCK COMPENSATION PLAN
(Full title of the plan)
GREGORY F. VAN GUNDY, ESQ.
General Counsel and Secretary
MARSH & McLENNAN COMPANIES, INC.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-5000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of offering maximum Amount
securities Amounts price aggregate of
to be to be per offering registration
registered registered share(1) price(1) fee
Common Stock,
$1.00 par value
per share,
together with
associated
Preferred
Stock Purchase
Rights . . . . . 250,000 $77.563 $19,390,750 $6,686.47
(1) Estimated for calculation of registration fee only, pursuant
to Rule 457, on the basis of the average of the high and low prices
at which securities of the same class were sold on May 22, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There is incorporated herein by reference the information
contained in the Annual Report on Form 10-K of the registrant for
the fiscal year ended December 31, 1994, all other reports filed
and to be filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the end of the fiscal year ended December 31, 1994,
the Proxy Statement of the registrant distributed in connection
with the annual meeting of stockholders of the registrant held on
May 16, 1995, all other definitive proxy statements or information
statements filed or to be filed subsequent to the date hereof
pursuant to section 14 of the Exchange Act in connection with an
annual or special meeting of stockholders of the registrant and the
description of the common stock and associated preferred stock
purchase rights of the registrant contained in the registration
statements of the registrant filed under section 12 of the Exchange
Act including any amendment or report filed for the purpose of
updating such descriptions, all as filed with the Commission. All
information contained in any reports or documents filed by the
registrant pursuant to sections 13(a) and (c), 14 and 15(d) of the
Exchange Act after the effective date of this registration
statement 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 in this registration statement and
to be a part hereof from the date of filing of each such document.
Item 4. Description of Securities
See "Incorporation of Documents by Reference."
Item 5. Interests of Named Experts and Counsel
The legality of the securities being offered under the Plan
has been passed upon by Gregory Van Gundy, General Counsel of the
registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation, such as the registrant, to
indemnify its officers, directors, employees and agents for certain
of their acts. The Restated Certificate of Incorporation and
By-Laws of the registrant provide that the registrant shall
indemnify directors and officers of the registrant to the fullest
extent authorized by Delaware law and that the registrant may
advance expenses incurred by the director or officer in defending
a suit, provided that under certain conditions such advance must be
repaid. Certain compensation and benefit plans of the registrant
also contain similar indemnification language.
Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The Restated
Certificate of Incorporation of the registrant eliminates liability
of directors to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the full
extent permitted by this section.
The Restated Certificate of Incorporation also provides that
the registrant may maintain insurance to protect any director or
officer of registrant against any expense, liability or loss,
whether or not the registrant would have the power to indemnify
such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware. The registrant
maintains insurance policies with respect to certain liabilities
incurred by its directors and officers acting in such capacities,
as well as fiduciary liability insurance which covers, among
others, those officers and directors of the registrant who are
"fiduciaries" with respect to the registrant's employee benefit
plans.
Item 7. Exemption from Registration Claimed
Inapplicable
Item 8. Exhibits
(4) The Marsh & McLennan Companies Directors Stock
Compensation Plan.
(5) Opinion of Gregory Van Gundy, Esq.
(23) Consent of Gregory Van Gundy is included in Exhibit 5.
(23) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney
Item 9. Undertakings
Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
Subsequent Exchange Act Documents.
The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on this 25th day of May, 1995.
MARSH & McLENNAN COMPANIES, INC.
By: /s/A.J.C. Smith
A.J.C. Smith
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
thisregistration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
/s/A.J.C. Smith Chairman of the Board, May 25, 1995
A.J.C. SMITH Chief Executive
Officer and Director
/s/Frank J. Borelli Senior Vice President, May 25, 1995
FRANK J. BORELLI Chief Financial
Officer and Director
/s/Douglas C. Davis Vice President and May 25, 1995
DOUGLAS C. DAVIS Controller (Chief
Accounting Officer)
LEWIS W. BERNARD* Director May 25, 1995
LEWIS W. BERNARD
RICHARD H. BLUM* Director May 25, 1995
RICHARD H. BLUM
ROBERT CLEMENTS* Director May 25, 1995
ROBERT CLEMENTS
PETER COSTER* Director May 25, 1995
PETER COSTER
RAY J. GROVES* Director May 25, 1995
RAY J. GROVES
RICHARD E. HECKERT* Director May 25, 1995
RICHARD E. HECKERT
RICHARD S. HICKOK* Director May 25, 1995
RICHARD S. HICKOK
DAVID D. HOLBROOK* Director May 25, 1995
DAVID D. HOLBROOK
ROBERT M.G. HUSSON* Director May 25, 1995
ROBERT M.G. HUSSON
LAWRENCE J. LASSER* Director May 25, 1995
LAWRENCE J. LASSER
RICHARD M. MORROW* Director May 25, 1995
RICHARD M. MORROW
GEORGE PUTNAM* Director May 25, 1995
GEORGE PUTNAM
ADELE SMITH SIMMONS* Director May 25, 1995
ADELE SMITH SIMMONS
JOHN T. SINNOTT* Director May 25, 1995
JOHN T. SINNOTT
FRANK J. TASCO* Director May 25, 1995
FRANK J. TASCO
R.J. VENTRES* Director May 25, 1995
R.J. VENTRES
PHILIP L. WROUGHTON* Director May 25, 1995
PHILIP L. WROUGHTON
*Gregory F. Van Gundy, pursuant to Powers of Attorney
executed by each of the officers and directors listed above whose
name is marked by a (*), by signing his name hereto does hereby
sign and execute this registration statement of Marsh & McLennan
Companies, Inc. on behalf of each of such officers and directors in
the capacities in which the names of each appear above.
Gregory F. Van Gundy
May 25, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4 The Marsh & McLennan Companies
Directors Stock Compensation Plan
5 Opinion of Gregory Van Gundy, Esq.
23 Consent of Gregory Van Gundy
included in Exhibit 5
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney (incorporated by
reference to the registrant's
Annual Report on Form 10-K for the
year ended December 31, 1994)
MARSH & MCLENNAN COMPANIES, INC.
DIRECTORS STOCK COMPENSATION PLAN
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) "Basic Fee" means the annual retainer payable
to a Director during each Plan Year (at the annual rate in effect
on the Accounting Date of such Plan Year) for such Director's
services on the Board (exclusive 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).
(c) "Board" means the Board of Directors of the
Company.
(d) "Committee" means the Compensation Committee
of the Board.
(e) "Common Stock" means the common stock, par
value $1.00 per share, of the Company.
(f) "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 the
portion of the Basic Fee with respect to which shares of Common
Stock are issuable pursuant to Section 5(a) hereof).
(g) "Director" means a member of the Board who
receives fees for his or her services.
(h) "Effective Date" means June 1, 1995.
(i) "Exchange Act" means the Securities Exchange
Act of 1934, as amended.
(j) "Fair Market Value" on any given date means,
except as otherwise provided in Section 5(f) 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.
(k) "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 250,000, including Deferred Shares
(as defined in Section 5(c) hereof), 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. 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(e) hereof, except to the extent that a
Deferral Election (as defined in Section 5(c) hereof) shall be in
effect with respect to such shares or to the extent that Section
5(f) hereof applies.
(b) Elective Portion. Each Director may elect
that a specified percentage (in increments of 10%) of his or her
future 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
specified percentage of future 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(e)
hereof, except to the extent that a Deferral Election (as defined
in Section 5(c) hereof) shall be in effect with respect to such
shares or to the extent that Section 5(f) 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.
(c) Deferral Election. With respect to (1) the
portion of the Basic Fee payable in Common Stock under Section
5(a) and (2) the specified percentage of Compensation payable in
Common Stock under Section 5(b) 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(e). 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 Basic Fee or other Compensation to which such
election relates has been earned. Any such election may be
modified or revoked at any time with respect to the Basic Fee or
other 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 whole shares of Common Stock and cash in lieu
of any fractional shares) in a lump sum or in substantially equal
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(f)
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 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.
(d) 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.
(e) Transfer of Shares. Shares of Common Stock
issuable to a Director under Section 5(a) hereof shall be
transferred to such Director as of each Accounting Date. The
total number of shares of Common Stock to be so transferred shall
be determined by dividing (a) one-quarter (1/4) of such
Director's Basic Fee payable during the Plan Year commencing on
such Accounting Date by (b) 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(b) 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 (x) the product of (1) the
percentage specified by the Director pursuant to Section 5(b)
hereof and (2) the Director's 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 (y) the Fair Market Value of a share of Common Stock on such
date. Notwithstanding the two preceding sentences, no election
under Section 5(b) (and no modification or revocation thereof)
shall be executed prior to six months from the date such election
(or modification or revocation) is properly filed pursuant to
Section 5(b) hereof (i.e., the Fair Market Value of the shares of
Common Stock issuable pursuant to an election or modification
shall be determined on the August 15th, November 15th, February
15th or May 15th next following the expiration of six months from
the date such election or modification is filed, and such shares
shall be transferred on the August 31st, November 30th, February
28th, or May 31st next following the date used for determining
Fair Market Value). 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.
(f) Change in Control. Upon a Change in Control,
all Deferred Shares, to the extent credited prior to the Change n
Control, shall be paid immediately in cash. For purposes of this
Section 5(f), 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 ExchangeAct
(other than the Company, any trustee or other
fiduciary holding securities under an
employee benefit plan of the Company or any
corporation owned, directly orindirecly, by
the stockholders of the Company in
substantially the same proportions as their
ownership of CommonStock 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 institute 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(f)) 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.
This 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. This Plan shall remain in effect until all
authorized shares have been issued, unless sooner terminated by
the 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;
provided, however, that no amendment which requires stockholder
approval in order for the exemptions available under Rule 16b-3
of the Exchange Act, as amended from time to time ("Rule 16b-3"),
to be applicable to the Plan and the Directors shall be effective
unless the same shall be approved by the stockholders of the
Company entitled to vote thereon; and, provided further, that the
provisions of Section 5(a) hereof shall not be amended more than
once every six months, other than to conform with changes in the
Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
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. Awards under this 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.
This Plan and all rights hereunder shall be
construed in accordance with and governed by the laws of the
State of Delaware.
13. Plan Interpretation.
The Plan is intended to comply with applicable
provisions of Rule 16b-3, as amended from time to time, and shall
be construed to so comply.
14. 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.
May 25, 1995
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
Re: Registration Statement on Form S-8
Gentlemen:
As General Counsel of Marsh & McLennan Companies, Inc., a Delaware
corporation (the "Corporation"), I am familiar with the preparation
and filing of a registration statement on Form S-8 (the
"registration statement") to register under the Securities Act of
1933, as amended, 250,000 shares of the Common Stock of the
Corporation, $1.00 par value per share (the "Common Stock"),
issuable pursuant to the Corporation's Directors Stock Compensation
Plan (the "Plan").
As a basis for the opinion herein set forth, I have examined
original, photostatic or certified copies of such records of the
Corporation and such communications of officers and representatives
of the Corporation and such other documents and certificates as I
have deemed relevant and necessary. In such examination I have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to me as originals and the conformity to
authentic originals of all documents submitted to me as certified
or photostatic copies. As to various questions of fact material to
such opinion, I have relied upon certificates of officers of the
Corporation.
Based upon the foregoing, I am of the opinion that the shares of
Common Stock to be issued by the Corporation will be, when issued
pursuant to the Plan, legally issued, fully paid and nonassessable.
I consent to being named in the aforesaid registration statement
under the item captioned "Interests of Named Experts and Counsel"
as counsel who is passing on the legality of the issuance of the
Common Stock and to your filing copies of this letter as an Exhibit
to such registration statement.
Very truly yours,
/s/Gregory Van Gundy
Gregory Van Gundy
GVG/cb
INDEPENDENT AUDITORS' CONSENT
Marsh & McLennan Companies, Inc.:
We consent to the incorporation by reference in this
registration statement of Marsh & McLennan Companies, Inc. on Form
S-8 of our reports dated February 28, 1995 appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Marsh & McLennan Companies, Inc. for the year ended December 31,
1994.
DELOITTE & TOUCHE LLP
/s/Deloitte & Touche LLP
New York, New York
May 25, 1995
