MARSH & MCLENNAN COMPANIES, INC.

March 25, 1999


Mr. Jeffrey W. Greenberg
950 Park Avenue
New York, New York 10028

Dear Jeff:

On January 21, 1999, you were appointed President of Marsh & McLennan Companies,
Inc. (the "Company") and it was announced in a Company press release that you
will succeed A.J.C. Smith as Chief Executive Officer by the end of 1999. In
consideration of that appointment and subject to the provisions of this letter,
the employment agreement dated October 1, 1995 (the "Employment Agreement")
between you and Marsh & McLennan Risk Capital Corp., now Marsh & McLennan
Capital, Inc. ("Capital"), is terminated retroactive to January 21, 1999. This
letter describes the new status of your employment with Marsh & McLennan
Companies, Inc., namely:

       o      Your future compensation in all respects will be determined by the
              Compensation Committee of the Board of Directors of the Company.

       o      Your new status and the termination of the Employment Agreement
              will not in any way affect or reduce any rights you may have under
              any compensation plan, program or award of the Company, including
              without limitation any stock option award, restricted stock award,
              restricted stock unit award, deferred compensation award
              (including without limitation the deferred compensation award
              described in Section 5(c) of the Employment Agreement) or bonus
              award you have been granted. For purposes of the foregoing plans,
              programs and awards, your employment by the Company shall be
              treated as a continuation of your employment by Capital, and any
              termination of your employment with the Company shall be treated
              as a termination of your employment with Capital.

       o      In connection with any stock option or other award previously made
              to you, or any exercise thereof, you shall not be required to
              execute any non-competition agreement, and any non-competition or
              non-solicitation agreement previously executed by you shall be
              null and void. However, you will be required, in connection with
              any exercise of a stock option, to execute the Company's standard
              form of non-solicitation agreement (a copy of which is attached as
              Exhibit A).


<PAGE>

              In the event that a "Change in the Control of the Parent," as
              defined in the Employment Agreement, occurs before the date on
              which A.J.C. Smith resigns or otherwise terminates his position as
              Chief Executive Officer of the Company, and if, on or after the
              date of such Change in Control, your employment is terminated by
              the Company without Cause (as defined in the Employment
              Agreement), or if you resign within 60 days after the date of such
              Change in Control, you will be entitled to receive all of the
              compensation and benefits described in Section 7(e) of the
              Employment Agreement as if that agreement were in effect on the
              date of such termination. In addition,

                     -      You will be entitled to any payments which would be
                            required under Section 8 of the Employment Agreement
                            to the extent those provisions are applicable.

                     -      The provisions of Section 9 of your Employment
                            Agreement will also apply, so that you will not be
                            required to mitigate damages after termination of
                            your employment, except as specifically set forth in
                            Section 9.

       o      This letter will not affect your right to receive payments
              according to the terms of any existing carried interest programs
              or agreement, including without limitation the provisions relating
              to the Trident Performance Payment in Section 5(f) of the
              Employment Agreement, subject to the terms of any applicable award
              letters which were issued to you in connection therewith. It is,
              however, anticipated that new arrangements with respect to carried
              interest programs and agreements will shortly be documented by the
              Company as previously approved by the Compensation Committee of
              the Board of Directors, and when documented, the new arrangements
              shall supersede and replace in all respects your rights under any
              existing carried interest programs or agreements.

If this letter corresponds with your understanding, please indicate your
agreement by signing your name in the space indicated below.

                                        Very truly yours,

                                        MARSH & McLENNAN COMPANIES, INC.



                                        By:
                                           -------------------------------------
                                                A.J.C. Smith, Chairman


-------------------------
Jeffrey W. Greenberg

Date:____________________


                                      -2-

Source: OneCLE Business Contracts.