Exhibit 10.1
Agreement
This Agreement is made by and between the undersigned parties as of
this 31st day of March, 2005.
A. WHEREAS, JG Trident II, LLC ("Greenberg LLC"), of which Jeffrey W.
Greenberg ("Greenberg") is the sole member, was a general partner of
Trident Capital II, L.P. ("Trident II") and Greenberg was a limited
partner of Trident II;
B. WHEREAS, the terms and conditions of Trident II are contained in the
Trident Capital II, L.P. Amended and Restated Limited Partnership
Agreement dated December 2, 1999 (the "Trident II Limited Partnership
Agreement");
C. WHEREAS, Greenberg's employment with Marsh & McLennan Companies, Inc.
("MMC") terminated on October 25, 2004;
D. WHEREAS, Greenberg and MMC entered into an Agreement dated November 9,
2004 (the "Standstill Agreement") providing, in part, that "[i]f we do
not otherwise reach agreement as to the characterization of the
termination of Mr. Greenberg's employment and his rights under MMC's
compensation programs and any plan, program or agreement maintained by
any of MMC's subsidiaries or affiliates, we have agreed that both
parties will be free to maintain their respective positions with regard
to Mr. Greenberg's termination";
E. WHEREAS, by letter dated January 26, 2005 (the "January 26 Letter"),
Greenberg stated that "the undersigned, JG Trident II, LLC and Jeffrey
W. Greenberg, hereby voluntarily terminate their status as a Partner"
of Trident II;
F. WHEREAS, by letter dated February 15, 2005 (the "February 15 Letter"),
John Siffert, counsel for the MMC outside directors, wrote to Richard
I. Beattie, Esq., counsel for Greenberg, confirming receipt of the
January 26 letter and further stating that "[t]his letter will also
confirm our mutual understanding that Greenberg's resignation from
Trident Capital II, L.P. does not affect the Standstill Agreement
between Greenberg and Marsh dated November 9, 2004, which remains in
effect in accordance with its terms";
G. WHEREAS, MMC proposes to enter into certain transactions (the "Proposed
Transactions"), one of which would have the effect of converting its
indirect subsidiary Marsh & McLennan GP I, Inc. ("GP I") from a general
partner to a limited partner in Trident II;
H. WHEREAS, the parties hereto wish to allow the Proposed Transactions to
be consummated without prejudicing or diminishing the rights of either
party with regard to the characterization and consequence of the
termination of the partnership interests in Trident II of Greenberg LLC
and Greenberg (the "Greenberg Partnership Interests") as contemplated
in the Standstill Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein and
other consideration, the receipt and sufficiency of which are conclusively
acknowledged, the undersigned parties agree as follows:
1. The characterization of Greenberg's termination of the Greenberg's
Partnership Interests as being a "voluntary termination" in accordance
with Section 9.1(a)(iii) of the Trident II Limited Partnership
Agreement or an "involuntary termination (either with or without
"Cause") in accordance with Section 9.1(a)(ii)(A) of the Trident II
Limited Partnership Agreement shall not be determined until the
characterization of the termination of Greenberg's employment with MMC
is finally determined, either through agreement or through judicial
process.
2. Neither the conversion of GP I from a general to a limited partner of
Trident II nor any other aspect of the Proposed Transactions will
foreclose or otherwise prejudice the right of any party to take any
position with regard to the proper characterization and the
consequences of the termination of the Greenberg Partnership Interests.
In particular, notwithstanding such conversion and the other aspects of
the Proposed Transactions, (a) Greenberg and Greenberg LLC will retain
the right to argue that the termination of the Greenberg Partnership
Interests was a voluntary termination under Section 9.1(a)(iii) of the
Trident II Limited Partnership Agreement, and (b) MMC and its
affiliates and subsidiaries will retain the right to argue that the
Greenberg Partnership Interests were involuntarily terminated by GP I
for Cause under Section 9.1(a)(ii)(A) of the Trident II Limited
Partnership Agreement.
3. The interpretation and enforcement of this Agreement shall be governed
by the substantive law of New York, without regard to conflicts-of-law
principles.
AGREED TO:
Marsh & McLennan Companies, Inc. JG Trident II, LLC
By /s/ Lewis W. Bernard By /s/ Jeffrey W. Greenberg
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Lewis Bernard Jeffrey W. Greenberg
/s/ Jeffrey W. Greenberg
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Jeffrey W. Greenberg
(in his personal capacity)
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