UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
---------------
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)
December 31, 2004
------------------
(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
17.8%(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
17.8%(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 39,944,144(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
39,944,144
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,944,144
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.1%(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 7,404,827(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
7,404,827
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,404,827
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%(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
0.6%(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
0.6%(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 32,344,373(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
32,344,373
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,344,373
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.7%(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)
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 32,356,165(a)
With
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
11,792
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,356,165
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.7%(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.
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.
1166 Avenue of the Americas
New York, New York 10036
For:
MMC Capital, Inc.
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
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
Trident II, L.P. ("Trident II") is the direct beneficial owner of
13,706,675 common shares of the Company ("common shares") and warrants to
purchase 16,918,312 common shares. The warrants are currently exercisable at the
price of $12.11 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 MMC
Capital, Inc. ("MMC Capital"), a wholly owned subsidiary of Marsh & McLennan
Risk Capital Holdings, Ltd. ("MMRCH"), which in turn is a wholly owned, indirect
subsidiary of Marsh & McLennan Companies, Inc. ("MMC"). In its role as manager,
MMC Capital 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, MMC Capital
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 Marsh & McLennan GP I, Inc. ("M&M GP"), a wholly owned subsidiary
of MMRCH, and two single member limited liability companies that are owned by
individuals who are employees of MMC Capital (and one of the individuals is also
a senior executive officer of MMC).
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.
MMRCH has agreed that it will discuss with Trident II the timing of the
sale of the common shares (including warrants and common shares issuable upon
exercise thereof) and coordinate if both parties decide to sell, but MMRCH and
Trident II each retain sole dispositive power with respect to their respective
common shares. As a result of such agreement, Trident II may be deemed to
beneficially own common shares (including warrants and common shares issuable
upon exercise thereof) that are held by MMRCH.
The number of common shares set forth in this Schedule 13G/A as
beneficially owned by Trident II and Trident GP excludes 9,136,005 common shares
that are, or may be deemed to be, beneficially owned by Trident PF, Trident ESC
and MMC and its subsidiaries, including M&M GP, MMC Capital and MMRCH. Trident
II and Trident GP each disclaim any beneficial ownership of any common shares
held by Trident PF, Trident ESC and MMC and its subsidiaries, including M&M GP,
which is one of the three general partners of Trident GP, MMC Capital, which is
the manager of Trident II, and MMRCH, which is the direct parent of M&M GP and
MMC Capital, and this report shall not be construed as an admission that the
Reporting Persons are the beneficial owners of such securities for any purpose.
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) 7,404,827 common
shares held directly by MMRCH, (ii) 11,792 common shares held directly by MMC
Capital, (iii) 14,476,279 common shares and warrants to purchase 17,868,104
common shares that may be deemed to be beneficially owned by M&M GP, and (iv)
183,152 common shares that are, or may deemed to be, beneficially owned by
Putnam Investments Holdings, LLC ("PIH"). The warrants are currently
exercisable at the price of $12.11 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 consist of the following: (i) 383,736 common
shares and warrants to purchase 473,264 common shares that are held directly by
Trident PF, (ii) 385,858 common shares and warrants to purchase 476,528 common
shares that are held directly by Trident ESC and (iii) 13,706,675 common shares
and warrants to purchase 16,918,312 common shares that are held directly by
Trident II.
The common shares and warrants to purchase common shares referenced two
paragraphs above in clause (iv) of this Item that may be deemed to be
beneficially owned by PIH consist of the following: (i) 69,716 common shares
that are held directly by PIH, (ii) 59,928 common shares that are held directly
by Putnam Investments Employees' Securities Company I LLC ("PESC I") and (iii)
53,508 common shares that are held directly by Putnam Investments Employees'
Securities Company II LLC ("PESC II").
M&M GP is the sole general partner of Trident PF and Trident ESC, which
are private equity limited partnerships. As the sole general partner of Trident
PF and 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 PF and Trident ESC. The manager of Trident PF and 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 PF and Trident ESC but does not
have any power with respect to disposition of common shares held by Trident PF
and 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 PF and Trident ESC, and
MMC Capital, which is the manager of Trident PF and 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 PF and 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.
The general partners of Trident GP are M&M GP and two single member
limited liability companies that are owned by individuals who are
employees of MMC Capital (and one of the individuals, Charles A. Davis, is also
a senior executive officer of MMC). The manager of Trident II is MMC Capital. In
its role as manager, MMC Capital 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. In addition, MMRCH
has agreed that it will discuss with Trident II the timing of the sale of the
common shares (including warrants and common shares issuable upon exercise
thereof) and coordinate if both parties decide to sell, but MMRCH and Trident II
each retain sole dispositive power with respect to their respective common
shares. As a result of such agreements and arrangements, MMC, MMRCH, MMC
Capital, and M&M GP may be deemed to beneficially own common shares (including
warrants and common shares issuable upon exercise thereof) that are held by
Trident II.
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. MMC and its
subsidiaries, including MMRCH, which is the parent of M&M GP, MMC Capital, which
is the manager of Trident II, and M&M GP, which is one of the three general
partners of Trident GP, also 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 II and Trident GP, except to the extent of their
individual pecuniary interest therein, and this report shall not be construed as
an admission that the Reporting Persons are the beneficial owners of such
securities for any purpose.
PIH is the managing member of PESC I and PESC II, which are private equity
limited partnerships. As the managing member of PESC I and PESC II, PIH has
voting and investment power with respect to the all of the common shares that
are held by PESC I and PESC II.
MMC and its subsidiaries, including PIH, which is the managing member of
PESC I and PESC II, disclaim any beneficial ownership of common shares that are,
or may be deemed to be, beneficially owned by PESC I and PESC II, 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.
PIH, PESC I and PESC II have filed a separate Schedule 13G with respect to
their holdings in the Company.
MMRCH, Trident II, Trident PF, Trident ESC, PIH, PESC I and PESC II 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
Not Applicable.
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.
Not Applicable.
ITEM 10. CERTIFICATION.
Not applicable because the statement is filed pursuant to Rule 13d-1(d).
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: February 14, 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
MARSH & MCLENNAN COMPANIES, INC.
By:/s/ Bart Schwartz
------------------------------------
Name: Bart Schwartz
Title: Deputy General Counsel
MARSH & MCLENNAN RISK CAPITAL HOLDINGS, LTD.
By:/s/ David Wermuth
------------------------------------
Name: David Wermuth
Title: Assistant Secretary
MARSH & MCLENNAN GP I, INC.
By:/s/ David Wermuth
------------------------------------
Name: David J. Wermuth
Title: Assistant Secretary
MMC CAPITAL, INC.
By:/s/ David Wermuth
------------------------------------
Name: David J. Wermuth
Title: Principal and Legal Director
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P.
By: Marsh & McLennan GP I, Inc.,
its sole general partner
By:/s/ David Wermuth
------------------------------------
Name: David J. Wermuth
Title: Assistant Secretary
MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P.
By: Marsh & McLennan GP I, Inc.,
its sole general partner
By:/s/ David Wermuth
------------------------------------
Name: David J. Wermuth
Title: Assistant Secretary
Exhibit A
JOINT FILING AGREEMENT
Incorporated by reference to Exhibit A to Schedule 13G filed with the Securities
and Exchange Commission on February 13, 2004.