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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 )* ------ TRANSATLANTIC HOLDINGS, INC. - ------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $1.00 PER SHARE - ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 893521 10 4 --------------------------------------------------------------- (CUSIP NUMBER) WAYLAND M. MEAD, ACTING GENERAL COUNSEL AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET, NEW YORK, NEW YORK 10270 (212) 770-5121 - ------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) MARCH 31, 1994 --------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acqusition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 893521 10 4 PAGE 2 OF 8 PAGES ---------------------- ---------- ------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AMERICAN INTERNATIONAL GROUP, INC. IRS NO. 13-2592361 2 CHECK THE APPRORIATE BOX IF A MERMBER OF A GROUP* (A) / / (B) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN THE STATE OF DELAWARE 7 SOLE VOTING POWER NUMBER OF 2,808,212 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,828,568 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 2,808,212 10 SHARED DISPOSITIVE POWER 7,828,568 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,636,780 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.5% 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 )* -------- TRANSATLANTIC HOLDINGS, INC. ---------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE ---------------------------------------------------------------------- (Title of Class of Securities) 893521 10 4 ---------------------------------------------------------------------- (CUSIP Number) WAYLAND M. MEAD, ACTING GENERAL COUNSEL AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET, NEW YORK, NEW YORK 10270 (212) 770-5121 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 31, 1994 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule becasue of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 3 OF 8 PAGES 4 SCHEDULE 13D CUSIP NO. 893521 10 4 PAGE 4 OF 8 PAGES ------------- --------- --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AMERICAN HOME ASSURANCE COMPANY IRS ID# 13-5124990 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN THE STATE OF NEW YORK 7 SOLE VOTING POWER NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 7,828,568 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 7,828,568 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,828,568 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% 14 TYPE OF REPORTING PERSON* IC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 ITEM 1. Security and Issuer. This statement relates to the common stock, par value $1.00 per share ("Common Stock"), of Transatlantic Holdings, Inc., a Delaware corporation ("Company"). This statement amends the statement on Schedule 13D dated August 13, 1991, Amendment No. 1 to such Schedule 13D dated November 3, 1993 and Amendment No. 2 to such Schedule 13D dated March 4, 1994 (hereinafter collectively referred to as the "Schedule 13D") previously filed by American International Group, Inc., a Delaware corporation ("AIG"), on behalf of itself and its wholly owned subsidiary, American Home Assurance Company, a New York corporation ("AHAC"). The principal executive offices of the Company are located at 80 Pine Street, New York, New York 10005. ITEM 2. Identity and Background. (a) through (c). This statement is filed by AIG on behalf of itself and its wholly owned subsidiary, AHAC. AIG is a holding company which, through its subsidiaries, is primarily engaged in a broad range of insurance and insurance-related activities in the United States and abroad. AIG, through its subsidiaries, also conducts financial services activities and agency and fee operations. AHAC is a multiple line, insurance company which writes substantially all lines of property and casualty insurance in each state of the United States and abroad. The principal executive offices of AIG and AHAC are located at 70 Pine Street, New York, New York 10270. Starr International Company, Inc., a private holding company incorporated in Panama ("SICO"), The Starr Foundation ("The Starr Foundation"), a New York not-for-profit corporation, and C.V. Starr & Co., Inc., a Delaware corporation ("Starr"), have the right to vote approximately 15.9%, 3.7% and 2.4%, respectively, of the outstanding common stock of AIG. The principal executive offices of SICO are located at 29 Richmond Road, Pembroke, Bermuda. The principal executive offices of The Starr Foundation and Starr are located at 70 Pine Street, New York, New York 10270. The directors and officers ("Covered Persons") of AIG, AHAC, SICO, The Starr Foundation and Starr, their business addresses and principal occupations are set forth in Exhibit B attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for each Covered Person is also the address of the principal employer for such Covered Person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Manton and Milton who are British subjects, Mr. Colayco who is a Philippine subject and Mr. Cohen who is a Canadian subject. Page 5 of 8 Pages 6 (d) through (e). During the last five years, none of AIG, AHAC, SICO, The Starr Foundation and Starr, or any of the Covered Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. During the period from November 4, 1993 through March 31, 1994, AIG purchased 309,300 additional shares of Common Stock for an aggregate purchase price of $14,451,654.50. AIG used its available working capital to purchase the shares of Common Stock. ITEM 4. Purpose of Transaction. The purpose of the acquisition of the Common Stock, as described in Item 5 below, was investment. The relationship between AIG and the Company is more fully described in the Prospectus dated June 15, 1990 ("Prospectus"), included in the Company's Registration Statement (File No. 33-34433), as filed with the Securities and Exchange Commission in connection with the initial public offering of the Common Stock, and which is incorporated herein by reference in its entirety. AIG and AHAC continually review their investment in the Company and, if their evaluation of market conditions, applicable regulatory requirements, and the Company's business prospects and future developments is favorable, may from time to time, determine to increase their equity position in the Company. The purchases of Common Stock by AIG described in paragraphs (a) through (b) of Item 5 below were made by AIG after the completion of such evaluations. ITEM 5. Interest in Securities of Issuer. (a) through (b). The information required by these paragraphs is set forth in Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 3 to Schedule 13D and is based upon the number of Common Stock outstanding on January 31, 1993 as contained in the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1993. (c). Since November 4, 1993, AIG required 250,000 shares of Common Stock as follows: Page 6 of 8 Pages 7 All transactions described above were made in open market transactions. AIG, AHAC, SICO and Starr, and, to the best of AIG's and AHAC's knowledge, the Covered Persons, have not engaged in any transactions in Common Stock within the past 60 days other than those transactions described above. (d) through (e). Not applicable. ITEM 6. Contracts, Arrangements, Understandings & Relationships With Respect to Securities of the Issuer. Contracts, arrangements, understandings and relationships with respect to securities of the Company consist of (i) the Stock Exchange Agreement dated as of August 13, 1991 by and between AIG and The Lambert Brussels Financial Corporation, a Delaware corporation, a copy of which was originally filed as Exhibit A to the Schedule 13D filed by AIG on August 13, 1991 and which is incorporated herein by reference in its entirety. ITEM 7. Material to be Filed as Exhibits. (a) Agreement of Joint Filing dated as of August 13, 1991 by and between American International Group, Inc. and American Home Assurance Company. (b) List of Directors and Executive Officers of AIG, AHAC, SICO, The Starr Foundation and Starr. Page 7 of 8 Pages
Date Number of Shares Purchased Avg. Price Per Share ---- -------------------------- -------------------- 11/22/93 59,300 $50.125 3/1/94 61,400 46.25 3/2/94 30,000 45.708 3/3/94 58,600 45.945 3/4/94 31,000 45.50 3/7/94 69,000 49.875 8 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. Dated: March 31, 1994 AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon ------------------------ Kathleen E. Shannon Vice President and Secretary AMERICAN HOME ASSURANCE COMPANY By: /s/ Edward E. Matthews ----------------------- Edward E. Matthews Senior Vice President - Finance Page 8 of 8 Pages 9 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- (a) Agreement of Joint Filing dated as of August 13, 1991 by and between American International Group, Inc. and American Home Assurance Company. (b) List of Directors and Executive Officers of AIG, AHAC, SICO, The Starr Foundation and Starr.
1 EXHIBIT A AGREEMENT OF JOINT FILING In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, or any amendments thereto, with respect to the Common Stock, par value $1.00 per share, of Transatlantic Holdings, Inc. and that this Agreement be included as an Exhibit to such filing. Each of the undersigned parties represents and warrants to the other that the information contained in any amendment thereto about it will be, true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the other of any changes in such information or of any additional information which would require any amendment to the Schedule 13D and to promptly file such amendment. Each of the undersigned parties agrees to indemnify the other for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any of representations, warranties or agreements in this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 13, 1991. AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon ------------------------- Name: Kathleen E. Shannon Title: Vice President and Secretary AMERICAN HOME ASSURANCE COMPANY By: /s/ Edward E. Matthews ----------------------- Name: Edward E. Matthews Title: Senior Vice President-Finance
1 EXHIBIT B AMERICAN HOME ASSURANCE COMPANY DIRECTORS Michael J. Castelli American Home Assurance Company 99 John Street New York, New York 10038 Brian Duperreault American International Underwriters 70 Pine Street New York, New York 10270 John G. Gantz, Jr. American International Group, Inc. 70 Pine Street New York, New York 10270 Jeffrey W. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 M.R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 John G. Hughes American Home Assurance Company 70 Pine Street New York, New York 10270 Edwin A.G. Manton American International Group, Inc. 70 Pine Street New York, New York 10270 Edward E. Matthews American International Group, Inc. 70 Pine Street New York, New York 10270 Wayland M. Mead American International Group, Inc. 70 Pine Street New York, New York 10270 Christian Milton American International Group, Inc. 99 John Street New York, New York 10038 Michael I.D. Morrison American Home Assurance Company 70 Pine Street New York, New York 10270 2 AMERICAN HOME ASSURANCE COMPANY DIRECTORS (CONTINUED) Takaki Sakai A.I.U. K.K. P.O. Box 951 Tokyo, Japan Robert Sandler American International Group, Inc. 70 Pine Street New York, New York 10270 Michael B. Schlenke American Home Assurance Company 70 Pine Street New York, New York 10270 Howard I. Smith American International Group, Inc. 70 Pine Street New York, New York 10270 William D. Smith National Union Fire Insurance Company of Pittsburgh, Pa. 70 Pine Street New York, New York 10270 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 3 AMERICAN HOME ASSURANCE COMPANY OFFICERS Jeffrey W. Greenberg Chairman of the Board Michael B. Schlenke President & Chief Executive Officer William D. Smith Executive Vice President Nicholas Creatore Senior Vice President Frank Douglas Senior Vice President & Actuary Patrick J. Foley Senior Vice President & General Counsel John G. Gantz, Jr. Senior Vice President John G. Hughes Senior Vice President - Domestic Claims Debra E. Klugman Senior Vice President - Senior Associate General Counsel Edward E. Matthews Senior Vice President - Finance Michael I.D. Morrison Senior Vice President Sherman Sitrin Senior Vice President & Associate General Counsel Charles Schader Senior Vice President Richard L. Thomas Senior Vice President James A. Allen Vice President & Senior Counsel Nikolas Antonopoulos Vice President Martin H. Banker Vice President Mark Bender Vice President Douglas Brosky Vice President Michael J. Castelli Vice President, Treasurer & Comptroller 4 AMERICAN HOME ASSURANCE COMPANY OFFICERS (CONTINUED) Joseph Cavolo Vice President John Colona Vice President John Costigan Vice President Kevin Fitzpatrick Vice President Frederick R. Gurba Vice President James Hooban Vice President Harold Jacobowitz Vice President Dee Klock Vice President Gary McMillan Vice President & Chief Agent in Canada Christian Milton Vice President - Reinsurance Michael Mitrovic Vice President Lena Mkhitarian Vice President Kristian Moor Vice President Donald Nelson Vice President Frank Neuhauser Vice President David Pinkerton Vice President - Private Investments John Pirilli Vice President Allen Silverstein Vice President - Marketing John Sterni Vice President - Field Claims Operations Michael V. Tripp Vice President Edward Andrezejewski Assistant Vice President 5 AMERICAN HOME ASSURANCE COMPANY OFFICERS (CONTINUED) Kenneth Apfel Assistant Vice President & Associate Actuary Paul Cacioppo Assistant Vice President Mario Calbi Assistant Vice President Gary Enoch Assistant Vice President D. Allen Fippinger Assistant Vice President Mary Gaillard Assistant Vice President & Associate Actuary Louis Lubrano Assistant Vice President Raymond Lui Assistant Vice President Richard Thompson Assistant Vice President Barbara Wegler Assistant Vice President 6 AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS M. Bernard Aidinoff Sullivan & Cromwell 125 Broad Street New York, New York 10004 Marshall A. Cohen The Molson Companies Limited 40 King Street West Toronto, Ontario M5H 3Z5 Barber B. Conable, Jr. P.O. Box 218 Alexander, New York 14005 Marion E. Fajen 5608 North Waterbury Road Des Moines, Iowa 50312 Martin Feldstein National Bureau of Economic Research, Inc. 1050 Massachusetts Avenue Cambridge, Massachusetts 02138 Houghton Freeman American International Group, Inc. 70 Pine Street New York, New York 10270 Leslie L. Gonda International Lease Finance Corporation 1999 Avenue of the Stars Los Angeles, California 90067 Pierre Gousseland 4 Lafayette Court, Suite 1B Greenwich, Connecticut 06830 M. R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 Carla A. Hills Hills & Company 1200 19th Street, N.W. - 5th Fl. Washington, DC 20036 Frank Hoenemeyer 7 Harwood Drive Madison, New Jersey 07940 John I. Howell Indian Rock Corporation P.O. Box 2606 Greenwich, Connecticut 7 AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS (CONTINUED) Edward E. Matthews American International Group, Inc. 70 Pine Street New York, New York 10270 Dean P. Phypers 220 Rosebrook Road New Canaan, Connecticut 06840 John J. Roberts American International Group, Inc. 70 Pine Street New York, New York 10270 Ernest E. Stempel American International Group, Inc. 70 Pine Street New York, New York 12070 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Honorary Directors - ------------------ The Honorable Douglas 2101 Connecticut Ave., N.W. MacArthur, II Washington, DC 20008 Apartment #4 Edwin A.G. Manton American International Group, Inc. 70 Pine Street New York, New York 10270 K.K. Tse American International Group, Inc. 70 Pine Street New York, New York 10270 8 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS, NAME, TITLE AND BUSINESS ADDRESS M.R. Greenberg Chairman & Chief Executive Officer 70 Pine Street New York, New York 10270 Thomas R. Tizzio President 70 Pine Street New York, New York 10270 Edwin A.G. Manton Senior Advisor 70 Pine Street New York, New York 12070 Edward E. Matthews Vice Chairman - Finance 70 Pine Street New York, New York 10270 John J. Roberts Vice Chairman - External Affairs 70 Pine Street New York, New York 10270 Ernest E. Stempel Vice Chairman - Life Insurance 70 Pine Street New York, New York 10270 Brian Duperreault Executive Vice President - 70 Pine Street Foreign General Insurance New York, New York 10270 Jeffrey W. Greenberg Executive Vice President - Domestic 70 Pine Street General Insurance (Brokerage) New York, New York 10270 Edmund S.W. Tse Executive Vice President - Life 1 Stubbs Road Insurance Hong Kong Lawrence W. English Senior Vice President - 70 Pine Street Administration New York, New York 10270 Axel Freudmann Senior Vice President - Human 72 Wall Street Resources New York, New York 10270 John G. Hughes Senior Vice President - Worldwide 70 Pine Street Claims New York, New York 10270 9 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS, NAME, TITLE AND BUSINESS ADDRESS Kevin H. Kelley Senior Vice President - Domestic 200 State Street General Boston, MA 02109R. Kendall Nottingham Senior Vice President - Life 1 Alico Plaza Insurance Wilmington, DE 19899 Petros K. Sabatacakis Senior Vice President - Financial 70 Pine Street Services New York, New York 12070 Robert Sandler Senior Vice President & Senior 70 Pine Street Actuary & Senior Claims Officer New York, New York 12070 Howard Smith Senior Vice President & Comptroller 70 Pine Street New York, New York 12070 Stephen Y.N. Tse Senior Vice President 70 Pine Street New York, New York 10270 Aloysius B. Colayco Vice President - Foreign 70 Pine Street Investments New York, New York 10270 Robert Conry Vice President & Director of 99 John Street Internal Audit New York, New York 10270 Patrick J. Foley Vice President & Associate General 70 Pine Street Counsel New York, New York 10270 L. Oakley Johnson Vice President - Corporate Affairs 1455 Pennsylvania Ave. Suite 900 Washington, DC 20004 Christian Milton Vice President - Reinsurance 99 John Street New York, New York 10038 Nicholas A. O'Kulich Vice President - Life Insurance 70 Pine Street New York, New York 10270 10 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS, NAME, TITLE AND BUSINESS ADDRESS Douglas Paul Vice President - Strategic Planning 70 Pine Street New York, New York 10270 Frank Petralito Vice President & Director of Taxes 70 Pine Street New York, New York 10270 Kathleen E. Shannon Vice President, Secretary & Senior 70 Pine Street Counsel New York, New York 10270 Joseph Umansky Vice President & Deputy Comptroller 70 Pine Street New York, New York 10270 John T. Wooster, Jr. Vice President - Communications 72 Wall Street New York, New York 10270 Wayland M. Mead Acting General Counsel 70 Pine Street New York, New York 12070 William N. Dooley Treasurer 70 Pine Street New York, New York 10270 11 STARR INTERNATIONAL COMPANY, INC. OFFICERS & DIRECTORS Brian Duperreault 70 Pine Street Director New York, New York 10270 Houghton Freeman 70 Pine Street Director New York, New York 10270 Jeffrey W. Greenberg 70 Pine Street Director New York, New York 10270 Maurice R. Greenberg 70 Pine Street Director & Chairman of New York, New York 10270 the Board Joseph C.H. Johnson American International Building Executive Vice President Richmond Road & Treasurer Pembroke 543 Bermuda Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director New York, New York 10270 L. Michael Murphy American International Building Director & Secretary Richmond Road Pembroke 543 Bermuda John J. Roberts 70 Pine Street Director New York, New York 12070 Robert M. Sandler 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director & President New York, New York 10270 Thomas R. Tizzio 70 Pine Street Director New York, New York 10270 Edmund Tse No. 1 Stubbs Road Director Hong Kong 12 THE STARR FOUNDATION OFFICERS & DIRECTORS M.R. Greenberg 70 Pine Street Director and Chairman New York, New York 10270 T.C. Hsu 70 Pine Street Director and President New York, New York 10270 Marion Breen 70 Pine Street Director and Vice President New York, New York 10270 John J. Roberts 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Houghton Freeman 70 Pine Street Director New York, New York 10270 Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Gladys Thomas 70 Pine Street Vice President New York, New York 10270 Frank Tengi 70 Pine Street Treasurer New York, New York 10270 Ida Galler 70 Pine Street Secretary New York, New York 10270 13 C.V. STARR & CO., INC. OFFICERS & DIRECTORS Houghton Freeman 70 Pine Street Director & Senior Vice New York, New York 10270 President Maurice R. Greenberg 70 Pine Street Director, President & New York, New York 10270 Chief Executive Officer Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director, Senior Vice New York, New York 10270 President & Secretary John J. Roberts 70 Pine Street Director & Senior Vice New York, New York 10270 President Robert M. Sandler 70 Pine Street Director & Vice President New York, New York 10270 Ernest E. Stempel 70 Pine Street Director & Senior Vice New York, New York 10270 President Thomas R. Tizzio 70 Pine Street Director & Vice President New York, New York 10270 Stephen Y.N. Tse 70 Pine Street Director & Vice President New York, New York 10270 Gary Nitzsche 70 Pine Street Treasurer New York, New York 10270