CODE OF ETHICS
                FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

Marsh & McLennan Companies,  Inc., including its operating companies,  ("MMC" or
the  "Company")  is committed to  conducting  its  business in  accordance  with
applicable  laws, rules and  regulations,  to the highest  standards of business
ethics and with full and accurate financial disclosure.  This Code of Ethics for
Chief Executive and Senior Financial Officers ("Code of Ethics"),  applicable to
the Company's Chief Executive  Officer,  Chief Financial  Officer and Controller
(together,  "Senior  Officers"),  sets forth specific policies as a guide in the
performance of their duties.

Senior  Officers  of MMC must not only comply with  applicable  laws,  rules and
regulations,  they also have a responsibility to conduct themselves in an honest
and ethical manner. They have leadership  responsibilities that include creating
a  culture  of  high  ethical  standards  and  commitment  to  compliance,   and
maintaining a work environment that deters wrongdoing,  encourages  employees to
raise concerns, and promptly addresses employee compliance concerns.

All MMC  employees  are subject to MMC's General  Business  Conduct  Guidelines,
which set forth the fundamental  principles and key policies and procedures that
govern the conduct of all of us in our business.  In addition,  Senior  Officers
are bound by the requirements and standards set forth in this Code of Ethics.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Senior  Officers  are  required to comply with all  applicable  laws,  rules and
regulations  governing  the conduct of our business and to report any  suspected
violations to the General Counsel.

CONFLICTS OF INTEREST

A  conflict  of  interest  occurs  when a  Senior  Officer's  private  interests
interfere  in any way,  with the  interests  of the  Company as a whole.  Senior
Officers should conduct the Company's  business in an honest and ethical manner,
which includes the ethical handling of actual or apparent  conflicts of interest
between personal and professional relationships.

Before making any investment,  accepting any position or benefits, participating
in any transaction or business  arrangement or otherwise acting in a manner that
creates or appears to create a conflict of interest,  Senior  Officers must make
full  disclosure  to the General  Counsel  and obtain  prior  approval  from the
General Counsel or the Audit Committee of the Board of Directors.

DISCLOSURES

As a public company,  MMC is required to file various periodic and other reports
with the




Securities and Exchange  Commission  ("SEC"). It is Company policy to make full,
fair,  accurate,  timely and  understandable  disclosure in compliance  with all
applicable  laws and  regulations  in all reports and documents that the Company
files with, or submits to, the SEC and in all other public  communications  made
by the Company.  Senior  Officers are required to promote  compliance  with this
policy in their area of responsibility and amongst their colleagues and to abide
by all Company standards, policies and procedures designed to promote compliance
with this policy.

COMPLIANCE WITH THE CODE

Should a Senior  Officer have questions  about this Code of Ethics,  they should
seek  guidance  from the  General  Counsel or the Head of MMC  Compliance.  If a
Senior  Officer  knows  of  or  suspects  a  violation  of  applicable  laws  or
regulations or the Code of Ethics, they must immediately report that information
to the General Counsel or the Head of MMC Compliance.  NO ONE WILL BE SUBJECT TO
RETALIATION BECAUSE OF A GOOD FAITH REPORT OF A SUSPECTED VIOLATION.

Violations of this Code of Ethics may result in disciplinary  action,  up to and
including discharge.

WAIVERS OF THE CODE

Should a Senior  Officer  wish to seek a waiver of the Code of Ethics  they must
make full disclosure of their  particular  circumstances to the General Counsel.
Only the Audit  Committee  of the Board of  Directors  may grant  waivers of the
Code.  Changes  in and  waivers  of this Code of  Ethics  will be  disclosed  as
required under applicable laws and regulations.

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