New York-based Marsh said its board of directors now consists of new Chief Executive Michael Cherkasky and 10 outside members.

The five executives include Vice Chairman Mathis Cabiallavetta; Peter Coster, president of human resources consulting unit Mercer Inc.; Vice Chairman Charles Davis, who is also chief executive of MMC Capital Inc.; Ray Groves, senior advisor to the Marsh Inc. risk and insurance services unit, and A.J.C. Smith, chairman of Putnam Investments and a former Marsh chairman.

?This step is in keeping with the company?s commitment to adhering to corporate governance best practices,? Robert Erburu, the board?s lead director, said in a statement.

?The Board appreciates the services of these executives.?

Some corporate governance experts say a board comprised of too many insiders might be reluctant to question management?s decisions.

Barbara Perlmutter, a Marsh spokeswoman, said the departures are intended to give outside directors a majority on the board. She said the five executives retain their other titles. It was not immediately clear under what circumstances they stepped down from the board.

Spitzer, in an October 14 lawsuit, accused Marsh, the world?s largest insurance broker, of rigging bids and colluding with insurers such as American International Group Inc. and Ace Ltd. to fix prices. Marsh promised to stop accepting the fees Spitzer faulted.

Separately, Marsh said it has deferred any decision with respect to its first-quarter dividend, pending completion of a review of its business model and ongoing regulatory matters.