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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14D-9

(RULE 14D-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

E.W. BLANCH HOLDINGS, INC.

(Name of Subject Company)

E.W. BLANCH HOLDINGS, INC.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

093210102

(CUSIP Number of Class of Securities)

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DANIEL P. O'KEEFE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
E.W. BLANCH HOLDINGS, INC.
500 N. AKARD, SUITE 4500
DALLAS, TX 75201
(214) 756-7000

(Name, address and telephone number of person authorized
to receive notice and communications on behalf of the person(s) filing
statement)

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WITH A COPY TO:
THOMAS W. CHRISTOPHER, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NY 10004
(212) 859-8000

/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

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ITEM 1. SUBJECT COMPANY INFORMATION.

NAME AND ADDRESS.

The name of the subject company to which this Solicitation/Recommendation
Statement on Schedule 14D-9 (this "Schedule 14D-9") relates is E.W. Blanch
Holdings, Inc., a Delaware corporation ("Blanch" or the "Company"). The address
of the principal executive offices of the Company is 500 N. Akard, Suite 4500,
Dallas, TX 75201. The telephone number of the principal executive offices of the
Company is (214) 756-7000.

SECURITIES.

The title of the class of equity securities to which this statement relates
is the common stock, par value $.01 per share (the "Shares"), of the Company. As
of March 31, 2001, there were 13,045,434 Shares outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

NAME AND ADDRESS.

The name and address of the Company, which is the person filing this
Statement, are set forth in Item 1 above.

TENDER OFFER.

This statement relates to the tender offer being made by Barrel Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of Benfield Greig Group plc, a public limited company organized under the laws
of England and Wales ("Parent"), disclosed in a Tender Offer Statement on
Schedule TO (the "Schedule TO"), dated April 30, 2001 and filed with the
Securities and Exchange Commission (the "SEC"), to purchase all of the
outstanding Shares at a price of $13.50 per Share, net to the selling
stockholder in cash, less any required withholding taxes and without interest
thereon (the "Offer Consideration"), pursuant to the terms and subject to the
conditions set forth in the Offer to Purchase dated April 30, 2001 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto, constitute the
"Offer") included in the Schedule TO. A copy of the Offer to Purchase and
related Letter of Transmittal have been filed as Exhibits 2 and 3 hereto,
respectively, and each is incorporated herein by reference. Copies of the Offer
to Purchase and Letter of Transmittal are being furnished to the Company's
stockholders concurrently with this Schedule 14D-9.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of April 15, 2001 (as such agreement may be amended and supplemented from
time to time, the "Merger Agreement"), among Parent, Purchaser and the Company.
The Merger Agreement provides, among other things, that as soon as practicable
after the consummation of the Offer, in accordance with the relevant provisions
of the Delaware General Corporation Law, as amended (the "DGCL"), Purchaser will
be merged with and into the Company (the "Merger"). Following the consummation
of the Merger, the Company will continue as the surviving corporation (the
"Surviving Corporation"). At the effective time of the Merger (the "Effective
Time"), each Share then outstanding (other than Shares cancelled in accordance
with the Merger Agreement as described below and Shares owned by stockholders of
the Company who properly exercise their appraisal rights in accordance with the
DGCL) will be converted into the right to receive the Offer Consideration, less
any applicable withholding taxes and without interest (the "Merger
Consideration"); each Share that is owned by or held in the treasury of the
Company and each Share that is held by Parent, Purchaser or any other direct or
indirect wholly owned subsidiary of Parent or the Company will be cancelled and
cease to

exist, and no consideration will be exchanged for those Shares. A copy of the
Merger Agreement is filed as Exhibit 1 to this Schedule 14D-9 and is
incorporated herein by reference.

The Offer is conditioned upon, among other things, there having been validly
tendered and not withdrawn prior to the expiration date of the Offer that number
of Shares, combined with any Shares already owned by Parent, Purchaser or any of
their affiliates, constituting at least a majority of the Shares outstanding at
the expiration of the Offer. The Offer is also subject to certain other
conditions set forth in Section 1 of the Offer to Purchase, attached hereto as
Exhibit 2 and incorporated herein by reference.

The Merger Agreement provides that as soon as reasonably practicable on the
date Purchaser's Offer to Purchase and Schedule TO are filed with the SEC, the
Company will file with the SEC this Schedule 14D-9 containing the recommendation
of the Company's Board of Directors (the "Board") that the Company's
stockholders tender all their Shares to Purchaser and approve the Merger
Agreement and the transactions contemplated thereby. The Company also agrees to
disseminate this Schedule 14D-9 to the extent required by Rule 14d-9 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

ITEM 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Except as described herein, or incorporated herein by reference, there are
no material contracts, agreements, arrangements or understandings or any actual
or potential conflicts of interest between the Company or its affiliates and
either (a) its executive officers, directors or affiliates or (b) Parent,
Purchaser or any of their respective executive officers, directors or
affiliates.

As set forth in the Schedule TO, the principal offices of Parent are located
at 55 Bishopsgate, London EC2N 3BD. The principal offices of Purchaser are
located at 55 Bishopsgate, London EC2N 3BD, England, c/o Benfield Greig Group
plc.

1. CERTAIN ARRANGEMENTS BETWEEN THE COMPANY AND ITS EXECUTIVE OFFICERS,
DIRECTORS AND AFFILIATES.

INFORMATION STATEMENT

Certain contracts, agreements, arrangements and understandings between the
Company or its affiliates and certain of its directors and executive officers
are, except as noted below, described in the Information Statement pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 thereunder (the "Information
Statement") which is attached as Schedule I hereto and is incorporated herein by
reference. Except as described or referred to herein and in Schedule I, to the
knowledge of the Company, as of the date hereof, there are no material
contracts, agreements, arrangements or understandings, or any actual or
potential conflicts of interest, between the Company or its affiliates and
(i) the Company, its executive officers, directors or affiliates, or
(ii) Parent or Purchaser, their respective officers, directors or affiliates.

In considering the recommendation of the Board set forth in Item 4 below,
the Company's stockholders should be aware that certain members of the Board
have interests in the Offer and Merger, which are described herein and on
Schedule I hereto and which may present them with certain conflicts of interest.
The Board is aware of these potential conflicts and considered them along with
other factors described in Item 4 below.

SEVERANCE AGREEMENTS

The Company has entered into severance agreements with each of Edgar W.
Blanch, Jr., Chairman Emeritus of the Board, Chris L. Walker, Chairman of the
Board, Chief Executive Officer and President, Susan B. Wollenberg, Executive
Vice President and Chief Financial Officer and Daniel P.

O'Keefe, Executive Vice President, General Counsel and Corporate Secretary, as
well as several non-executive employees, providing each of these directors,
executive officers and employees with certain retention incentives and severance
benefits. Under these agreements, upon the consummation of a change of control
of the Company (which would occur upon the completion of the Offer) each of
these individuals would be entitled to certain benefits if their employment is
thereafter terminated or they experience a diminution in their job
responsibilities or other adverse change in their employment terms. These
benefits include severance pay and other cash payments, legal expenses and any
excise tax imposed or interest that accrues as a result of these benefits. These
agreements provide that, following such termination, the individual will not be
bound by any non-competition provisions contained in his or her employment
agreement. A specimen of this severance agreement is filed as Exhibit 7 hereto
and is incorporated herein by reference. As discussed below, certain of the
non-executive employees of the Company who have entered into severance
agreements with the Company have, in connection with entering into new
employment agreements with the Company, waived their rights to certain severance
benefits.

TREATMENT OF OPTIONS

The Merger Agreement provides that each option to purchase Shares granted to
any employee, consultant or director of the Company or any of its subsidiaries
pursuant to certain of the Company's stock option plans that, immediately prior
to the Effective Time, is outstanding, whether vested or not vested, shall be
canceled in exchange for the right to receive a cash payment as soon as
reasonably practicable equal to the product of the excess (if any) of (x) the
Merger Consideration over (y) the exercise price per Share under such option
multiplied by (ii) the number of Shares covered by such option, less any
applicable withholding taxes and without interest.

At the Effective Time of the Merger, each outstanding option will be
cancelled and converted into the right to receive a cash payment of $13.50 minus
the exercise price of such option, without interest. The exercise price of all
of the options currently held by directors and executive officers of the Company
exceeds the Merger Consideration.

TREATMENT OF RESTRICTED STOCK

All Shares of restricted stock granted to any employee, consultant or
director of the Company or any of its subsidiaries that, immediately prior to
the Effective Time, are outstanding shall, as of the Effective Time, become
fully vested and nonforfeitable Shares, which will be converted into the right
to receive the Merger Consideration in accordance with the provisions of the
Merger Agreement. Any and all sums paid to the Company or any of its
subsidiaries, or withheld from the compensation of any employee, consultant or
director of the Company or any of its subsidiaries, in connection with the
purchase by any such employee, consultant or director of restricted stock will,
if such sums have not yet been used to purchase restricted stock, be returned to
such employee, consultant or director as promptly as practicable after the
consummation of the Offer. Certain executive officers and directors hold
restricted stock.

2. THE MERGER AGREEMENT.

A summary of the material provisions of the Merger Agreement included under
the caption "The Merger Agreement" in Section 12 of the Offer to Purchase is
incorporated herein by reference. Such summary is qualified in its entirety by
reference to the complete text of the Merger Agreement, a copy of which is filed
as Exhibit 1 hereto and is incorporated herein by reference. Such summary may
not contain all of the information that is important to you. Accordingly, you
should read the Merger Agreement in its entirety for a more complete description
of the material summarized in the Offer to Purchase.

3. EMPLOYMENT AGREEMENTS.

In connection with the Merger Agreement, the Company, at the request of
Parent, entered into employment agreements (with two or three year terms of
employment) and forms of a confidentiality agreement and restrictive covenant
with approximately 15 of the Company's managers and key employees, in each case
conditioned and effective upon the consummation of the Merger. None of the
employees that have executed these employment agreements is a director or
executive officer of the Company.

Under these new employment agreements, the employees will generally continue
to receive substantially the same salaries and benefits that they received from
the Company immediately prior to the signing of the Merger Agreement. Under the
confidentiality agreement and restrictive covenant, each employee will be
permanently precluded from disclosing proprietary information related to the
Company and its affiliates. In addition, the confidentiality agreement and
restrictive covenant will preclude each employee during the employee's term of
employment and for one year thereafter from (i) soliciting the Company's
customers or employees or (ii) making disparaging comments about the Company. In
consideration of each employee's willingness to enter into the confidentiality
agreement and restrictive covenant (and, in the case of two employees, the
release of the Company's obligations under certain change of control severance
agreements), the employment agreements provide that, as of the closing date of
the Merger, Parent will issue the employee a specified number of restricted
stock units of Parent. Each restricted stock unit will represent an employee's
right to receive one ordinary share of Parent's ordinary stock, subject to the
vesting and delivery restrictions set forth in the employment agreement.

Parent has also expressed an interest in retaining as employees of the
Company Messrs. Blanch, Walker and O'Keefe and Ms. Wollenberg. To date, however,
none of these individuals has entered into a new employment agreement providing
for employment by the Company after the Merger.

4. CONFIDENTIALITY AGREEMENT.

In connection with the Merger, Parent executed a customary confidentiality
agreement and two related letter agreements, each dated November 28, 2000, in
order to receive nonpublic information concerning the Company. Pursuant to the
confidentiality agreement, Parent agreed to keep confidential information
regarding the Company. The confidentiality agreement also contains customary
non-solicitation and standstill provisions. The confidentiality agreement and
related letter agreements are filed as Exhibit (d)(2) to Schedule TO and are
incorporated herein by reference.

5. INDEMNIFICATION.

Pursuant to the Merger Agreement, all rights to indemnification and
exculpation from liabilities for acts or omissions occurring at or prior to the
Effective Time then existing in favor of the current or former directors or
officers of the Company and its subsidiaries as provided in their respective
articles of incorporation or bylaws (or similar organizational documents) will
be assumed by the Surviving Corporation in the Merger and will survive the
Merger and continue in full force and effect in accordance with their terms for
a period of not less than six years from the Effective Time. For not less than
six years after the Effective Time, Parent will maintain in effect the Company's
current directors' and officers' liability insurance policy (or another policy
issued by a reputable insurance company, the material terms of which are no less
favorable to the directors and officers than the current policy) covering each
person currently covered by such policy as of the date of the Merger Agreement
for acts and omissions occurring prior to the Effective Time on terms with
respect to coverage and amount that are no less favorable in any material
respect than those in effect as of the date of the Merger Agreement, provided,
however, that Parent and its subsidiaries will not be required to pay annual
aggregate premiums for insurance in excess of 150% of the annual aggregate
premiums currently paid

by the Company in respect of such coverage as of the date of the Merger
Agreement. The Parent or Surviving Corporation will make provisions so that any
successors and assigns of Parent or the Surviving Corporation will assume the
obligations set forth above.

6. LEGAL PROCEEDINGS

The Company, Parent and certain of their respective subsidiaries and
directors, officers and employees are parties to a lawsuit entitled E.W. Blanch
Co., Inc. and E.W. Blanch Holdings, Inc. v. Rodman Fox, Paul Karon, and Benfield
Greig Group plc, Benfield Greig (Holdings) Inc., Benfield Greig, Inc., Bates
Turner Intermediaries, L.L.C., and Benfield Greig, L.L.C. v. Edgar W. Blanch,
Jr. and Chris Walker (Tex., No. 00-3215-C), as well as the following two
interlocutory appeals from this lawsuit: (i) E.W. Blanch Co., Inc. and E.W.
Blanch Holdings, Inc. v. Rodman Fox, Paul Karon, and Benfield Greig, LLC (Tex.
App., No. 05-00-01031-CV) and (ii) In Re Rodman Fox, et al. (Tex. App.,
No. 05-01-00515-CV). These legal proceedings stem from the resignation of Rodman
Fox, a former director of the Company and a former executive officer of a
subsidiary of the Company, who is now an executive officer of a subsidiary of
Parent, and Paul Karon, who was an executive officer of a subsidiary of the
Company. Following Mr. Fox's resignation from the Company on March 20, 2000, he
sued the Company seeking a declaration that the restrictive covenants in his
employment agreement with the Company were unenforceable. The Company
counterclaimed against Messrs. Fox and Karon and Parent, alleging breach of
fiduciary duty, misappropriation of confidential information, tortious
interference with contractual relations and violation of restrictive covenants,
based on alleged actions by these parties both before and after Messrs. Fox and
Karon resigned from the Company. For a more complete description of the facts
and circumstances surrounding these cases and the progress of these cases,
please refer to note 3 of Item 3 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000. Pursuant to the Merger Agreement, the
parties have agreed to stay these legal proceedings pending the consummation of
the Offer. The stay postpones a trial date which had been set for July 10, 2001.
In the event the Merger is consummated, these actions would be dismissed. The
parties to the actions would no longer have liability for, or potential value
from, the proceedings.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

RECOMMENDATION OF THE BOARD.

The Board, at a meeting duly called and held at which all directors were
present, unanimously (a) has determined that each of the Offer, the Merger and
the Merger Agreement is advisable, fair to, and in the best interests of, the
Company and its stockholders; (b) has authorized and approved the Merger
Agreement and the transactions contemplated thereby, including the Merger and
the Offer; and (c) recommends that the Company's stockholders tender their
Shares pursuant to the Offer and approve and adopt the Merger Agreement.

BACKGROUND.

In January 2000, the Board authorized Edgar W. Blanch, the chief executive
officer of the Company at the time, and other members of management, to explore
strategic alternatives in an effort to enhance stockholder value and the
business of the Company.

In February 2000 the Company retained Lazard Freres & Co. LLC ("Lazard") to
act as its investment banker in connection with a possible strategic transaction
involving the Company, including a possible restructuring or the possible sale
of all or a portion of the equity of the Company in the form of a merger or sale
of assets or equity securities or other interests.

Commencing in March 2000, Lazard contacted over 30 parties, including both
insurance industry participants and financial investors, regarding a possible
equity investment in, or business combination

with, the Company. Of the parties contacted, the Company made management
presentations to eight parties, including Parent. At various times during the
period from November 2000 through April 2001, five parties (including Parent)
submitted written, preliminary, non-binding indications of interest regarding a
potential transaction with the Company, and several other parties expressed less
definitive indications of interests.

On March 20, 2000, Mr. Rodman Fox, a director of the Company and an
executive officer of a subsidiary of the Company, and Mr. Paul Karon, an
executive officer of a subsidiary of the Company, resigned and joined Parent.
Following Mr. Fox's resignation from the Company, he sued the Company in Texas
state court, seeking a declaration that the restrictive covenants in his
employment agreement with the Company were unenforceable. The Company
counterclaimed against Messrs. Fox and Karon and Parent, alleging breach of
fiduciary duty, misappropriation of confidential information, tortious
interference with contractual relations and violation of restrictive covenants,
based on alleged actions by these parties both before and after Messrs. Fox and
Karon resigned from the Company.

On November 2, 2000, the Company, in conjunction with its announcement of
its financial results for the quarter ended September 30, 2000, also announced
that it was exploring strategic alternatives and had retained Lazard to assist
it in this process.

On November 6, 2000, Parent's financial advisor contacted Lazard to express
Parent's potential interest in pursing a possible transaction with the Company.
On November 10, 2000, John Coldman, Executive Chairman of Parent, called Edgar
W. Blanch, Jr., then Chairman of the Board and Chief Executive Officer of the
Company, to confirm Parent's interest in a possible business combination of the
two companies and to discuss the merits of the proposed transaction. The parties
agreed during the call that Parent should provide an indication of the price
range that it would be willing to pay for the Company based on publicly
available information and that the parties should otherwise determine if there
was a mutually acceptable basis for Parent to conduct a due diligence
investigation of the Company.

On November 17, 2000, Parent submitted an indication of interest in a
possible business combination with the Company pursuant to which Parent would
acquire all of the outstanding equity securities of the Company for $24 to $26
per Share. This preliminary indication of interest was made solely on the basis
of publicly available information, which included the Company's November 2, 2000
announcement regarding its financial results for the quarter ended
September 30, 2000 and the subsequent investor call. This preliminary indication
of interest was expressly conditioned on a complete due diligence review of the
Company.

Following receipt by the Company of Parent's preliminary indication of
interest, senior management of the Company and Parent met in Minneapolis on
November 21, 2000 to discuss a possible business combination and guidelines
concerning the conduct of Parent's due diligence investigation of the Company.
The two parties agreed, based on Parent's preliminary indication of interest, to
enter into a confidentiality agreement, after which the Company would provide
Parent with an information memorandum regarding the Company. It was also agreed
that after the parties had executed a confidentiality agreement a data room in
Dallas, Texas would be made available to Parent and its advisors to enable them
to perform a due diligence review of the Company. Due to the companies'
competitive relationship and the litigation pending between them, however, it
was agreed that certain commercially sensitive information regarding the
Company's customers and employees would be disclosed to Parent and its advisors
only on a coded basis.

On November 28, 2000, Parent entered into a confidentiality agreement with
the Company. From November 29 through December 1, 2000, Parent's advisors
visited the data room in Dallas, Texas to conduct an initial due diligence
review on the Company. During this time period, representatives of Parent also
met with the Company's chief financial officer to discuss the Company's business
operations and financial condition.

During the month of December 2000, representatives of Parent and the Company
held several meetings and telephone conversations regarding the proposed
transaction, These discussions included a meeting at the offices of Lazard in
New York on December 7, 2000 attended by representatives of the Company and
Parent and the two parties' financial advisors. At this meeting the two parties
discussed the Company's financial projections for the year ending December 31,
2001, certain of the coded information included in the data room regarding the
Company's customers and employees and the expense realignment program that the
Company was in the process of implementing. This meeting was followed by a
meeting on December 14, 2001 at Lazard's offices in New York at which the
Company's management made a presentation to Parent and its advisors concerning
the Company.

Following these meetings, however, the Company and Parent were not able to
agree upon the terms of a mutually acceptable business combination and
transaction process. The issues regarding the transaction process included the
degree and timing of disclosure of certain commercially sensitive information
regarding the Company's employees and customers as well as Parent's access to
the Company's non-management personnel. In late December 2000, discussions
between the two parties regarding a possible business combination were placed on
hold pending resolution of these issues.

Starting in early December 2000, the Company pursued negotiations with a
third party regarding a possible minority investment in the Company. These
negotiations were suspended in late January 2001 and did not resume. The Company
also continued to have preliminary discussions with other parties regarding
possible investments in, and business combinations with, the Company.

Starting in late January 2001, the financial advisors for the Company and
Parent discussed the basis on which talks between the Company and Parent might
resume. At this time, Parent's advisors conveyed Parent's concerns regarding
certain aspects of the Company's business and indicated that Parent might reduce
its offer price given with its indication of interest in November 2000. On
February 16, 2001, various members of senior management of the Company and
certain of the Company's top business producers met in New York City with Parent
and its representatives and potential capital providers. At this meeting the
parties agreed upon the procedures for resuming their discussions and Parent
made a presentation regarding the potential benefits of a business combination
between the two companies. Between February 21 and 23, 2001, Parent and its
advisors and potential capital providers were again provided access to the data
room in Dallas, Texas to continue their due diligence investigation of the
Company, and various senior employees of the Company held meetings with
representatives of Parent.

On February 26 and 27, 2001, various members of senior management of, and
advisors to, the Company met in London with Parent and Parent's potential
capital providers to continue discussions regarding a possible business
combination between the two companies. At this time, Parent held discussions
with the Company's London-based international management team.

During February 2001, the Company and Lazard conducted discussions with
several other parties regarding their interest in a possible business
combination with the Company. None of these discussions proceeded beyond a
preliminary stage.

On March 1, 2001, members of senior management of the Company and Parent,
together with their respective financial advisors and Parent's potential capital
providers, held a meeting in London at which the parties discussed a transaction
involving a tender offer by Parent or one of its affiliates for the outstanding
equity securities of the Company followed by a merger. The parties also
discussed Parent's ability to finance such a transaction as well as the
potential structure of a combined organization.

Commencing on March 2, 2001, the Company provided Parent and its potential
capital providers with access to a second data room established by the Company
in London, England, in which Parent

and its advisors and potential capital providers could conduct a due diligence
review of the Company's London-based international businesses and operations.

On March 8, 2001, Parent provided the Company with a revised, oral,
non-binding indicative price range of $12 to $15 per Share at which Parent would
be willing to acquire all the outstanding equity securities of the Company. On
March 9, 2001, the Company held a meeting of its Board at which the Board
discussed Parent's indication of interest. The Board decided that the Company
should explore in greater detail a possible business combination with Parent
based on this indicative price range.

On March 14, 2001, Parent and its advisors made a presentation to the
Company and its advisors in New York City regarding Parent's proposal to acquire
the Company, including the financing and timetable for a transaction, and
identified remaining due diligence issues and conditions to Parent's offer,
including the retention of certain employees of the Company who were identified
as key business producers.

On March 19, 2001, another bidder contacted the chief executive officer of
the Company to express interest in a possible business combination with the
Company. On March 21, this second potential bidder began a due diligence review
of the Company in the offices of the Company's outside counsel in New York City.

On March 20, 2001, Parent sent a written, non-binding proposal to the
Company pursuant to which Parent proposed to acquire all the outstanding equity
securities of the Company at a price per Share of $13.50 in a cash tender offer
followed by a merger. This proposal was accompanied by a draft merger agreement.
On March 21, 2001, the Board met to consider the written proposal and draft
merger agreement submitted by Parent as well as the possibility and status of a
possible transaction with the second potential bidder.

On March 26, 2001, the Company received a written, non-binding preliminary
indication of interest from the second potential bidder regarding a possible
business combination between the two companies.

On March 26, 2001, the Company, Parent and certain of their respective
affiliates entered into a two week stay of the legal proceedings pending between
them in Texas state court pending the outcome of the negotiations between the
parties regarding a potential business combination. That stay expired on
April 6, 2001.

On March 29, 2001, counsel for the Company and Parent held a conference call
to discuss the draft merger agreement submitted by Parent to the Company. On
April 3, 2001, Parent sent a revised draft merger agreement to the Company and
its advisors.

On April 5, 2001, Parent provided to the Company a copy of a commitment
letter and term sheet from Barclays Bank PLC setting forth the terms and
conditions upon which financing would be made available to Parent sufficient to
permit Parent to consummate the acquisition of the Company. Also on April 5, the
Board held a meeting at which it considered the status of negotiations with, and
possible offers from, both Parent and the second potential bidder. The Board
decided to continue discussions with each of these parties as well as other
potential suitors.

Commencing on April 6, 2001, representatives of the second potential bidder
continued a due diligence review of the Company in the offices of the Company's
outside counsel in New York City. During the period from April 9 through 12,
2001, representatives and advisors of the Company and the second potential
bidder held a series of meetings in London, England, and representatives of the
second potential bidder were provided access to a data room in London, England
to conduct a due diligence review of the Company's London-based international
businesses and operations.

During the period from April 8 through April 10, 2001, representatives of
the Company and Parent met in Minneapolis, Minnesota and New York City. These
meetings included a series of

meetings between Parent and several key employees of the Company at which Parent
and these employees negotiated new employment agreements providing for their
continued employment by the Company after the consummation of a business
combination between the two parties.

During the period from April 10 through April 12, 2001, representatives of
the Company and Parent and their respective legal and financial advisors held a
series of meetings and telephone calls to further negotiate the terms of the
merger agreement and resolve various outstanding due diligence issues. During
this period Parent also finalized the terms of employment agreements with
various key employees of the Company.

On April 12, 2001, Parent reaffirmed its offer to acquire all the
outstanding equity securities of the Company upon substantially the same terms
and conditions as discussed between the parties prior to that date. Parent
indicated to the Company that its offer would expire on April 13, 2001. The
Company informed the second potential bidder that the status of its negotiations
with another bidder required the Company to give the second potential bidder a
deadline of April 13, 2001 by which to submit to the Company an offer regarding
a proposed transaction. On April 12, 2001, the second potential bidder informed
the Company that it would be unable to meet this deadline and that a bid would
not be forthcoming at that time.

At a meeting on April 13, 2001, the Board reviewed the Company's search for
strategic alternatives, including the pending offer of Parent. The Board
reviewed the terms and conditions of the proposed merger agreement between the
Company and Parent, including the structure, timing and contingencies of the
proposed transaction and the remaining outstanding issues under the agreement.
The Company's outside counsel advised the Board with respect to the Board's
fiduciary duties relevant to the proposed transaction.

Also at this meeting, Lazard reviewed with the Board its financial analysis
of the Offer Consideration and Merger Consideration and rendered to the Board
its oral opinion (which was confirmed by delivery of a written opinion on
April 15, 2001) to the effect that, as of the date of such opinion and based
upon and subject to certain matters stated in such opinion, the consideration to
be received by the holders of the Shares, pursuant to the Merger Agreement, was
fair to the holders from a financial point of view. The Board also resolved that
neither the Company's rights plan nor Section 203 of the DGCL should be
applicable to a transaction with Parent upon the terms and conditions presented
to the Board at that meeting. At the conclusion of the meeting, the Board
unanimously approved the merger agreement and the transactions contemplated
thereby, subject to final resolution of a limited number of outstanding issues.

The remaining outstanding issues under the merger agreement were resolved by
the parties during the period from the conclusion of the Board meeting on
April 13, 2001 through April 15, 2001. The Company, Parent and Purchaser
executed the Merger Agreement and accompanying documents on April 15, 2001.

On April 16, 2001, the Company and Parent issued a joint press release
announcing the transaction. On that date the Company filed the press release
with the SEC on a Schedule 14D-9 and filed the Merger Agreement and the press
release, as well as a letter to Company employees announcing the transaction, on
a Form 8-K. Parent filed the press release with the SEC on a Schedule TO. Each
of the Company's Schedule 14D-9 and Form 8-K, and Parent's Schedule TO, are
incorporated herein by reference.

Pursuant to the Merger Agreement, on April 16, 2001, the Company, Parent and
their respective affiliates entered into a stay of the legal proceedings pending
between them in Texas state court pending consummation of the Offer and the
Merger.

On April 23, 2001, the Company and Parent issued a joint press release
announcing that Parent had received sufficient irrevocable proxies to pass the
necessary resolutions required for its acquisition of the Company. On that date
the Company filed the press release with the SEC on a Schedule 14D-9. Parent
filed the press release with the SEC on a Schedule TO. Each of the Company's
Schedule 14D-9 and Parent's Schedule TO are incorporated herein by reference.

REASONS FOR THE BOARD'S RECOMMENDATION; FACTORS CONSIDERED.

In unanimously approving the Merger Agreement and the other transactions
contemplated thereby, including the Offer and the Merger, and recommending that
all of the Company's stockholders tender their Shares pursuant to the Offer and
approve and adopt the Merger Agreement, the Board considered a number of factors
including:

1) The Company's competitive position in the reinsurance brokerage business and
the increasing competition among insurance and reinsurance brokers due to
industry consolidation. If the Company were to continue as an independent
entity, it may not have the resources and economies of scale to effectively
attract and retain customers and revenue.

2) The financial condition, results of operations and cash flows of the
Company, as well as the Company's operating and financial outlook. Among
other factors, the Board considered the Company's projections for future net
income and earnings before interest, tax, depreciation and amortization.

3) The fact that the Company's management had concerns regarding losing certain
major customers to competitors in light of the Company's perceived
instability and potential inability to compete with larger, more stable
competitors that may be able to offer a broader breadth of products, lower
prices due to economies of scale and greater global reach.

4) The fact that the Company's management had concerns regarding retaining key
employees, including some key business producers, in light of the Company's
perceived financial and operational difficulties.

5) The Company's cash position (including cash equivalents, short term
investments and restricted cash) and the rate at which the Company expected
to deplete such reserves in 2001.

6) The fact that the Company, with the assistance of Lazard, had spent several
months exploring the Company's strategic options and that as a result of
this process no third party, other than Parent, had presented the Company
with a firm offer that the Board felt was in the best interests of the
Company and its stockholders.

7) The historical market prices, recent trading activity and range and public
trading multiples of the Shares, including the fact that the Offer Price
represents a premium of approximately 68% over the $8.02 closing price of
the Shares on the New York Stock Exchange on April 12, 2001, the last full
trading day prior to the meeting of the Board to approve the Merger
Agreement.

8) The opinion and related analyses of Lazard, as of April 13, 2001, as to the
fairness, from a financial point of view, of the $13.50 per Share cash
consideration to be received in the Offer and the Merger by the holders of
Shares (other than Parent and its affiliates). The full text of Lazard's
written opinion, dated April 15, 2001, which sets forth the assumptions
made, matters considered and limitations on the review undertaken by Lazard
is attached hereto as Exhibit 5 and is incorporated herein by reference.
Holders of Shares are urged to read such opinion carefully and in its
entirety.

9) The fact that the transaction has been structured to include a first-step
cash tender offer for all of the outstanding Shares, thereby enabling
stockholders who tender their Shares to promptly receive $13.50 per Share in
cash.

10) The fact that, pursuant to the Merger Agreement, the Board has the right,
prior to the purchase of Shares pursuant to the Offer, to terminate the
Merger Agreement in order to accept a superior proposal if (a) a majority of
the Board has determined, in good faith, after consultation with the
Company's outside legal counsel, that failure to do so would or could
reasonably be expected to constitute a breach of its fiduciary duties under
applicable law, in light of all of the relevant factors regarding the
unsolicited proposal and (b) the Company pays to Parent a $4.5 million
termination fee and up to $2.7 million in documented expenses if the Company
enters into an agreement within six months of such termination regarding
such superior proposal and the transaction contemplated thereby is
consummated, or alternatively, the Company pays to Parent $1.5 million in
documented expenses but no termination fee if such transaction is not
consummated. In making these determinations, the Board would be able to
consider all relevant factors related to the new proposal and the Merger
Agreement.

11) The fact that the aggregate amount of the termination fee and the expense
reimbursement fee, and the circumstances under which such fees would be
payable to Parent pursuant to the Merger Agreement, appear reasonable taking
into account that (a) Parent was willing to make its offer only upon the
express condition that the Company agreed to such termination fee and
expense reimbursement amount upon the terms set forth in the Merger
Agreement and (b) the belief of the Board that the aggregate amount of the
termination fee and the expense reimbursement amount would not be likely to
deter potentially interested third parties from pursuing an acquisition of
the Company.

12) The fact that the Company has protected many of its interests by insisting
upon an expense reimbursement from Parent for its expenses incurred
following the execution of the Merger Agreement to be paid in the event that
Parent or Purchaser are unable to secure sufficient financing in a timely
manner or acquire necessary shareholder approvals.

13) The pending legal proceedings between the Company and Parent and certain of
their respective affiliates, including the chances of the Company either
prevailing in such litigation or reaching a settlement thereof, the amount,
if any, that the Company might realistically recover in any such legal
proceeding or settlement and the uncertainties regarding these matters.

14) The fact that the exercise price of most options is greater than the offer
price, and that in connection with the Merger, such options shall be
cancelled and holders thereof shall not receive any consideration in
exchange therefor.

15) The other provisions of the Merger Agreement, including the respective
representations, warranties and covenants of the parties.

16) The fact that, while the Offer gives the Company's stockholders the
opportunity to realize a premium over the price at which the Shares traded
immediately prior to the public announcement of the execution of the Merger
Agreement, the consummation of the Offer and the Merger would eliminate the
possibility for the Company's stockholders to participate in the potential
future growth and profits of the Company.

The foregoing discussion of information and factors considered and given
weight by the Board is not intended to be exhaustive, but is believed to include
all of the material factors, both positive and negative, considered by the
Board. In view of the variety of factors considered in connection with its
evaluation of the Offer and the Merger, the Board did not find it practicable
to, and did not, quantify or otherwise assign relative weights to the specific
factors considered in reaching its determinations and recommendations. In
addition, individual members of the Board may have given different weights to
different factors.

INTENT TO TENDER

To the Company's knowledge after reasonable inquiry, all of the Company's
executive officers, directors, affiliates and subsidiaries currently intend to
tender all Shares held of record or beneficially owned by them pursuant to the
Offer.

ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Pursuant to a letter dated February 3, 2000 (as extended as of February 3,
2001, the "Engagement Letter"), the Company retained Lazard to act as its
investment banker in connection with potential strategic transactions,
including, without limitation, a restructuring or sale of the Company or
interests in the Company, to which the Offer and the Merger would apply.
Pursuant to the terms of the Engagement Letter, the Company has agreed to pay
Lazard a fee of $3.5 million (based on this transaction) for its financial
advisory services upon consummation of the Offer and the Merger. The Company has
also agreed to reimburse Lazard for reasonable travel and other out-of-pocket
expenses, including reasonable fees and expenses of its legal counsel and other
professional advisors, and to indemnify Lazard and its successors against
certain liabilities, including liabilities under the federal securities laws,
arising out of Lazard's engagement. Lazard provides a full range of financial
advisory and securities services, and in the ordinary course of its business,
Lazard and its affiliates may from time to time hold securities, including
derivative securities, of the Company or Parent for their own account and for
the account of customers.

Neither the Company nor any person acting on its behalf has employed,
retained or compensated any other person to make solicitations or
recommendations to stockholders on its behalf concerning the Offer or the
Merger.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Except as set forth in this Schedule 14D-9, during the past 60 days, neither
the Company nor any subsidiary of the Company nor, to the best of the Company's
knowledge, any executive officer, director or affiliate of the Company, has
effected a transaction in the Shares.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Except as set forth in this Schedule 14D-9, the Company is not undertaking
or engaged in any negotiations in response to the Offer which relate to or would
result in (i) a tender offer or other acquisition of the Company's securities by
the Company, any of its subsidiaries or any other person; (ii) an extraordinary
transaction, such as a merger, reorganization or liquidation involving the
Company or any subsidiary of the Company; (iii) a purchase, sale or transfer of
a material amount of assets of the Company or any subsidiary of the Company; or
(iv) any material change in the present dividend rate, policy, indebtedness or
capitalization of the Company. Except as set forth in this Schedule 14D-9, there
are no transactions, Board resolutions, agreements in principle or signed
contracts in response to the Offer that relate to or would result in one or more
of the matters described above.

ITEM 8. ADDITIONAL INFORMATION.

INFORMATION PROVIDED PURSUANT TO RULE 14F-1 UNDER THE EXCHANGE ACT

The Information Statement attached hereto as Annex A is being furnished to
the stockholders of the Company in connection with the possible designation by
Purchaser, pursuant to the Merger Agreement and following the acquisition of the
Shares pursuant to the Offer, of certain persons to be appointed to the Board
other than at a meeting of the Company's stockholders, and such information is
incorporated herein by reference.

DELAWARE GENERAL CORPORATION LAW

The Offer and the Merger are subject to certain provisions of Delaware law
relating to appraisal rights and business combinations with "interested
stockholders." A discussion of these laws is set forth in Sections 12 and 15 of
the Offer to Purchase, which is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

In the interest of providing stockholders with certain information regarding
the Company's future plans and operations, certain statements set forth in this
Schedule 14D-9 relate to management's future plans and objectives. Such
statements are forward-looking statements within the meanings of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
Although any forward-looking statements contained in this Schedule 14D-9 or
otherwise expressed by or on behalf of the Company are, to the knowledge and in
the judgment of the officers and directors of the Company, expected to prove
true and come to pass, there can be no assurances that any of these expectations
will prove correct or that any of the actions that are planned will be taken.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual performance and financial results in future
periods to differ materially from any projection, estimate or forecasted result.

ITEM 9. EXHIBITS.

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

1. Agreement and Plan of Merger, dated as of April 15, 2001,
among Benfield Greig Group plc, Barrel Acquisition
Corporation and E.W. Blanch Holdings, Inc. (incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K,
filed by the Company with the SEC on April 16, 2001).

2. Offer to Purchase dated April 30, 2001 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO filed with
the SEC on April 30, 2001).

3. Letter of Transmittal (incorporated by reference to Exhibit
(a)(1)(B) to the Schedule TO filed with the SEC on April 30,
2001).

4. Confidentiality Agreement, dated November 28, 2000, between
Benfield Greig Group plc and E.W. Blanch Holdings, Inc.,
(incorporated by reference to Exhibit (d)(2) to the Tender
Offer Statement on Schedule TO, filed by Parent and
Purchaser with the SEC on April 30, 2001).

5. Opinion of Lazard Freres & Co., L.L.C., dated April 15,
2001.*

6. Information Statement pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1
thereunder, dated April 30, 2001.*

7. Specimen Severance Agreement (incorporated by reference to
Exhibit 10 of the Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1997).

8. Schedule of Executives Receiving Severance Agreements
(incorporated by reference to Exhibit 10.15 of the Annual
Report on Form 10-K for the fiscal year ended December 31,
2000).

9. Item 3 ("Legal Proceedings") of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000
(incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000).

10. Joint press release issued by the Company and Parent on
April 16, 2001 (incorporated by reference to Exhibit 99.1 of
the Current Report on Form 8-K, filed by the Company with
the SEC on April 16, 2001).

11. Joint press release issued by the Company and Parent on
April 23, 2001 (incorporated by reference to Exhibit 99.1 of
the Schedule 14D-9, filed by the Company with the SEC on
April 24, 2001)

12. Letter to stockholders from Chris Walker, dated Aprill 30,
2001.*

13. Letter to employees, dated April 16, 2001 (incorporated by
reference to Exhibit 99.2 of the Current Report on Form 8-K,
filed by the Company with the SEC on April 16, 2001).

- ------------------------

* Included in the copy of the Schedule 14D-9 mailed to the Company's
stockholders and filed herewith.

+ Filed herewith.

SIGNATURE

After due 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.

By: /s/ CHRIS L. WALKER
-----------------------------------------
Name: Chris L. Walker
Title: CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Dated: April 30, 2001