UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
---------------
AXIS CAPITAL HOLDINGS LIMITED
-----------------------------
(Name of Issuer)
Common Shares, par value $0.0125 per share
-------------------------------------------
(Title of Class of Securities)
G0692U 10 9
------------
(CUSIP Number)
May 31, 2005
------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trident II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 30,624,987(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
30,624,987
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,624,987
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.0%(a)
12. TYPE OF REPORTING PERSON
PN
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trident Capital II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 30,624,987 (a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
30,624,987
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,624,987
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.0%(a)
12. TYPE OF REPORTING PERSON
PN
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marsh & McLennan Companies, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 4,579,005(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
4,579,005
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,579,005
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.2%(a)
12. TYPE OF REPORTING PERSON
CO
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marsh & McLennan Risk Capital Holdings, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 3,704,827(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
3,704,827
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,704,827
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%(a)
12. TYPE OF REPORTING PERSON
CO
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marsh & McLennan Capital Professionals Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 857,000(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
857,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%(a)
12. TYPE OF REPORTING PERSON
PN
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marsh & McLennan Employees' Securities Company, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 862,386 (a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
862,386
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,386
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%(a)
12. TYPE OF REPORTING PERSON
PN
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marsh & McLennan GP I, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 862,386(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
862,386
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,386
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%(a)
12. TYPE OF REPORTING PERSON
CO
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stone Point Capital LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 38,481,987(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,481,987
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.0%(a)
12. TYPE OF REPORTING PERSON
PN
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MMC Capital, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of 5. SOLE VOTING POWER
Shares
Beneficially None
Owned by
Each 6. SHARED VOTING POWER
Reporting
Person 874,178(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
11,792
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,178
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%(a)
12. TYPE OF REPORTING PERSON
CO
(a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of
common shares held by any shareholder shall be adjusted to the extent
necessary so that no shareholder has more than 9.5% of the voting power.
Accordingly, the filing person may not have voting power with respect to
all of the shares beneficially owned by such person.
CUSIP NO. G0692U 10 9
ITEM 1(a) NAME OF ISSUER:
AXIS Capital Holdings Limited (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
106 Pitts Bay Road
Pembroke, HM 08
Bermuda
ITEM 2(a) NAMES OF PERSON FILING:
Trident II, L.P.
Trident Capital II, L.P.
Marsh & McLennan Companies, Inc.
Marsh & McLennan Risk Capital Holdings, Ltd.
Marsh & McLennan GP I, Inc.
MMC Capital, Inc.
Stone Point Capital LLC
Marsh & McLennan Capital Professionals Fund, L.P.
Marsh & McLennan Employees' Securities Company, L.P.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
For:
Trident II, L.P.
Trident Capital II, L.P.
c/o Maples & Calder, Ugland House, Box 309
South Church Street, Georgetown
Grand Cayman, Cayman Islands
For:
Marsh & McLennan Companies, Inc.
Marsh & McLennan Risk Capital Holdings, Ltd.
Marsh & McLennan GP I, Inc.
MMC Capital, Inc.
1166 Avenue of the Americas
New York, New York 10036
For:
Stone Point Capital LLC
20 Horseneck Lane
Greenwich, CT 06830
For:
Marsh & McLennan Capital Professionals Fund, L.P.
Marsh & McLennan Employees' Securities Company, L.P.
c/o Maples & Calder, Ugland House, Box 309
South Church Street, Georgetown
Grand Cayman, Cayman Islands
CUSIP NO. G0692U 10 9
ITEM 2(c) CITIZENSHIP:
Trident II, L.P. - Cayman Islands
Trident Capital II, L.P. - Cayman Islands
Marsh & McLennan Companies, Inc. - United States
Marsh & McLennan Risk Capital Holdings, Ltd. - United States
Marsh & McLennan GP I, Inc. - United States
MMC Capital, Inc. - United States
Stone Point Capital LLC - United States
Marsh & McLennan Capital Professionals Fund, L.P. - Cayman Islands
Marsh & McLennan Employees' Securities Company, L.P. - Cayman Islands
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Shares, par value $0.0125 per share
ITEM 2(e) CUSIP NUMBER:
G0692U 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP
On May 31, 2005, MMC Capital, Inc. ("MMC Capital"), a wholly owned
subsidiary of Marsh & McLennan Companies, Inc. ("MMC"), sold substantially all
of its assets to Stone Point Capital LLC ("Stone Point") including the
management contracts for Trident II, L.P. ("Trident II") and Marsh & McLennan
Capital Professionals Fund, L.P. ("Trident PF"). In connection with the sale,
Marsh & McLennan GP I, Inc. ("M&M GP"), a wholly-owned subsidiary of MMC, ceased
to serve as the general partner of Trident PF and as one of the general partners
of the sole general partner of Trident II. Effective May 31, 2005, Marsh &
McLennan Risk Capital Holdings, Ltd., a wholly owned subsidiary of MMC,
terminated its agreement with Trident II to discuss and, if applicable,
coordinate the disposition of common shares of AXIS Capital Holdings Ltd. (the
"Company").
As a result of the foregoing transactions, MMC and its subsidiaries
ceased to participate in the management of Trident and Trident PF and therefore
neither MMC nor any of its subsidiaries may be deemed to be the beneficial owner
of common shares of the Company held by Trident II or Trident PF.
There has been no change in ownership of common shares or warrant held
by Trident II since its most recent filing on Schedule 13G/A. There has been no
change in ownership of common shares held by MMRCH, MMC Capital and Trident ESC
since their most recent filing on Schedule 13G/A, except that MMRCH sold
3,700,000 common shares of the Company ("common shares") in March 2005 as
reported on Form 4.
The following paragraphs detail the ownership of common shares held by
Trident II and Trident PF and then separately detail the ownership of common
shares held by MMC and its subsidiaries.
BENEFICIAL OWNERSHIP BY TRIDENT II
Trident II is the direct beneficial owner of 13,706,675 common shares
and warrants to purchase 16,918,312 common shares. The warrants are currently
exercisable at the price of $12.50 per share and expire on November 20, 2011.
The sole general partner of Trident II is Trident Capital II, L.P.
("Trident GP"). As the general partner, Trident GP holds voting and investment
power with respect to the securities of the Company that are, or may be deemed
to be, beneficially owned by Trident II. The manager of Trident II is Stone
Point, and the members of Stone Point are Charles A. Davis, Meryl D. Hartzband,
James D. Carey, Nicolas D. Zerbib and David J. Wermuth. In its role as manager,
Stone Point has delegated authority to exercise voting rights of common shares
on behalf Trident II but does not have any power with respect to disposition of
common shares held by Trident II. For any portfolio investment where Trident II
controls 10% or more of the voting power of such portfolio company, Stone Point
does not have discretion to exercise voting rights on behalf of Trident II
without first receiving direction from the Investment Committee of Trident GP or
a majority of the general partners of Trident GP.
The general partners of Trident GP are four single member limited
liability companies that are owned by individuals who are members of Stone
(Messrs. Davis, Carey and Wermuth and Ms. Hartzband).
Each of the single member limited liability companies that is a general
partner of Trident GP has disclaimed beneficial ownership of the common shares
and warrants that are, or may be deemed to be, beneficially owned by Trident II,
except to the extent of their individual pecuniary interest therein. Stone Point
also has disclaimed beneficial ownership of the common shares and warrants that
are, or may be deemed to be, beneficially owned by Trident II. This report shall
not be construed as an admission that the Reporting Persons are the beneficial
owners of such securities for any purpose.
Marsh & McLennan Capital Professionals Fund, L.P. ("Trident PF") and
Marsh & McLennan Employees' Securities Company, L.P. ("Trident ESC") have agreed
that they will co-invest with Trident II, on a pro rata basis in accordance with
their committed capital, and will not dispose of their investments prior to the
disposition by Trident II. As a result of this agreement, Trident II may be
deemed to beneficially own 769,594 common shares directly held by Trident PF and
Trident ESC and warrants to purchase 949,792 common shares held by Trident PF
and Trident ESC, and Trident PF and Trident ESC may be deemed to be beneficially
own 13,706,675 common shares directly held by Trident II and warrants to
purchase 16,918,312 common shares held by Trident II. The warrants are currently
exercisable at the price of $12.50 per share and expire on November 20, 2011.
Trident II disclaims beneficial ownership of the common shares and warrants that
are, or may be deemed to be, beneficially owned by Trident PF and Trident ESC,
and Trident PF and Trident ESC each disclaims beneficial ownership of the common
shares and warrants that are, or may be deemed to be, beneficially owned by
Trident II. There has been no change in ownership of common shares or warrant
held by Trident PF and Trident ESC since their most recent filings on Schedule
13G.
BENEFICIAL OWNERSHIP OF MMC AND ITS SUBSIDIARIES
MMC is not a record holder of any common shares of the Company or any
warrants to purchase common shares. However, as the ultimate parent corporation
of its various subsidiaries, MMC may be deemed to share voting and investment
power with respect to all common shares that are, or may be deemed to be,
beneficially owned by each of its subsidiaries.
The following wholly-owned subsidiaries of MMC are, or may be deemed to
be, the beneficial owner of common shares as follows: (i) 3,704,827 common
shares held directly by Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"),
(ii) 11,792 common shares held directly by MMC Capital and (iii) 385,858 common
shares and warrants to purchase 476,528 common shares that may be deemed to be
beneficially owned by M&M GP. The warrants are currently exercisable at the
price of $12.50 per share and expire on November 20, 2011.
The common shares and warrants to purchase common shares referenced
above in clause (iii) of the preceding paragraph of this Item 4 that may be
deemed to be beneficially owned by M&M GP are held directly by Trident ESC. M&M
GP is the sole general partner Trident ESC, which is a private equity limited
partnership. As the sole general partner of Trident ESC, M&M GP has voting and
investment power with respect to all of the common shares and warrants to
purchase common shares that are held by Trident ESC. The manager of Trident ESC
is MMC Capital. In its role as manager, MMC Capital has delegated authority to
exercise voting rights of common shares on behalf Trident ESC but does not have
any power with respect to disposition of common shares held by Trident ESC.
MMC and its subsidiaries, including MMRCH (which is the direct parent
of M&M GP), M&M GP (which is the general partner of Trident ESC), and MMC
Capital, which is the manager of Trident ESC, disclaim any beneficial ownership
of common shares and warrants to purchase common shares that are, or may be
deemed to be, beneficially owned by Trident ESC, except to the extent of their
individual pecuniary interest therein, and this report shall not be construed as
an admission that such persons are the beneficial owners of such securities for
any purpose.
Effective May 31, 2005, MMRCH terminated its agreement with Trident II
pursuant to which MMRCH had agreed that it would discuss the timing of the sale
of the common shares held by MMRCH with the sale of common shares (including
warrants and common shares issuable upon exercise thereof) held by Trident II
and coordinate if both parties decided to sell.
MMRCH, Trident II, Trident PF and Trident ESC are parties to a
shareholders agreement which grants such parties certain registration rights,
tag-along rights with respect to proposed sales of 20% or more of the
outstanding common shares by a shareholder (or group of shareholders) and
certain information rights with respect to the Company. The shareholders
agreement is filed as Exhibit 10.1 to the Company's S-1 Registration Statement
(Registration No. 333-103620).
The information in items 5 through 9 and item 11 on the cover pages to
this Schedule 13G/A is hereby incorporated by reference.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
As of the date hereof, each of MMC, MMRCH, MMC Capital, M&M GP and
Marsh & McLennan Employees' Securities Company, L.P. is no longer the beneficial
owner of more than five percent of the common shares of the Company.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
As of the date hereof, each of MMC, MMRCH, MMC Capital, M&M GP and
Marsh & McLennan Employees' Securities Company, L.P. is no longer filing as part
of a group with Trident II, Trident GP or Trident PF. Trident II, Trident GP,
Trident PF and Stone Point will continue to file as a group.
ITEM 10. CERTIFICATION.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: July 12, 2005
TRIDENT II, L.P.
By: Trident Capital II, L.P., its sole general partner
By: CD Trident II, LLC, a general partner
By: /s/ David J. Wermuth
------------------------------------
Name: David J. Wermuth
Title: Vice President
TRIDENT CAPITAL II, L.P.
By: CD Trident II, LLC, a general partner
By: /s/ David J. Wermuth
------------------------------------
Name: David J. Wermuth
Title: Vice President
STONE POINT CAPITAL LLC
By: /s/ David J. Wermuth
------------------------------------
Name: David J. Wermuth
Title: Principal
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P.
By: Stone Point GP Ltd., its sole general partner
By: /s/ David J. Wermuth
------------------------------------
Name: David J. Wermuth
Title: Secretary
MARSH & MCLENNAN COMPANIES, INC.
By: /s/ Bart Schwartz
------------------------------------
Name: Bart Schwartz
Title: Deputy General Counsel
MARSH & MCLENNAN RISK CAPITAL HOLDINGS, LTD.
By: /s/ Mark J. Dallara
------------------------------------
Name: Mark J. Dallara
Title: Secretary
MARSH & MCLENNAN GP I, INC.
By: /s/ Mark J. Dallara
------------------------------------
Name: Mark J. Dallara
Title: Secretary
MMC CAPITAL, INC.
By: /s/ Mark J. Dallara
------------------------------------
Name: Mark J. Dallara
Title: Secretary
MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P.
By: Marsh & McLennan GP I, Inc.,
its sole general partner
By: /s/ Mark J. Dallara
------------------------------------
Name: Mark J. Dallara
Title: Secretary
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that the Statement on Schedule 13G/A to which this exhibit
is attached is filed on behalf of each of them in capacities set forth below.
Dated: July 12, 2005
TRIDENT II, L.P.
By: Trident Capital II, L.P., its sole general partner
By: CD Trident II, LLC, a general partner
By: /s/ David J. Wermuth
------------------------------------
Name: David J. Wermuth
Title: Vice President
TRIDENT CAPITAL II, L.P.
By: CD Trident II, LLC, a general partner
By: /s/ David J. Wermuth
-------------------------------------
Name: David J. Wermuth
Title: Vice President
STONE POINT CAPITAL LLC
By: /s/ David J. Wermuth
------------------------------------
Name: David J. Wermuth
Title: Principal
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P.
By: Stone Point GP Ltd., its sole general partner
By: /s/ David J. Wermuth
------------------------------------
Name: David J. Wermuth
Title: Secretary
MARSH & MCLENNAN COMPANIES, INC.
By: /s/ Bart Schwartz
------------------------------------
Name: Bart Schwartz
Title: Deputy General Counsel
MARSH & MCLENNAN RISK CAPITAL HOLDINGS, LTD.
By:/s/ Mark J. Dallara
------------------------------------
Name: Mark J. Dallara
Title: Secretary
MARSH & MCLENNAN GP I, INC.
By: /s/ Mark J. Dallara
------------------------------------
Name: Mark J. Dallara
Title: Secretary
MMC CAPITAL, INC.
By: /s/ Mark J. Dallara
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Name: Mark J. Dallara
Title: Secretary
MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P.
By: Marsh & McLennan GP I, Inc.,
its sole general partner
By: /s/ Mark J. Dallara
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Name: Mark J. Dallara
Title: Secretary