MARSH & MCLENNAN COMPANIES INC
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>8
<FILENAME>c30912_ex10-34.txt
<TEXT>
                                                                        Ex 10.34

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                            TRIDENT CAPITAL III, L.P.
                 (a Cayman Islands exempted limited partnership)




                          ----------------------------
                              AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT
                          ----------------------------








                             Dated December 4, 2003




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<PAGE>

         This Amended and Restated Limited Partnership Agreement (as from time
to time amended, supplemented, restated or otherwise modified, this "AGREEMENT")
of TRIDENT CAPITAL III, L.P., a Cayman Islands exempted limited partnership (the
"PARTNERSHIP"), is made and entered into on December 4, 2003 among: CD Trident
III, LLC, a Delaware limited liability company; GM Trident III, LLC, a Delaware
limited liability company; MH Trident III, LLC, a Delaware limited liability
company; and MMC GP III, Inc., a Delaware corporation ("GP III") (collectively,
the "GENERAL PARTNERS"); and the other Persons listed on the Partnership
Register (the "LIMITED PARTNERS" and, together with the General Partners, the
"PARTNERS", both such terms to include any Person hereinafter admitted to the
Partnership as a Limited Partner or General Partner, as the case may be, and to
exclude any Person that ceases to be a Partner in accordance with the terms
hereof). Certain capitalized terms used herein without definition have the
meanings specified in Article XI.

         WHEREAS, the Partnership is an exempted limited partnership, organized
under the laws of the Cayman Islands pursuant to the Partnership Law and among
the General Partners and the Limited Partners;

         WHEREAS, the Partnership was constituted pursuant to the Limited
Partnership Agreement of the Partnership, dated October 22, 2003 (the "INITIAL
AGREEMENT"), and the General Partners made such registrations with the Registrar
of Exempted Limited Partnerships in the Cayman Islands as are necessary to
effect the registration of the Partnership as an exempted limited partnership
under the Partnership Law;

         WHEREAS, the Partners seek to amend and restate the Initial Agreement
in its entirety.

          NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Agreement, the parties hereto hereby amend and restate the
Initial Agreement in its entirety and agree as follows:

                                   ARTICLE I

                               ORGANIZATION, ETC.

          1.1 CONTINUATION.

          (a) GENERAL. The Partners hereby agree to continue the Partnership as
an exempted limited partnership subject to the terms of this Agreement and under
and pursuant to the provisions of the Partnership Law and agree that the rights,
duties and liabilities of the Partners shall be as provided in the Partnership
Law, except as otherwise provided herein.

          (b) ADMISSIONS. Upon the execution of this Agreement or a counterpart
of this Agreement, each of the General Partners shall continue as General
Partners, each of the other Persons listed on Schedule A hereto shall be
admitted to the Partnership as a Limited Partner and the Initial Limited Partner
shall cease to be a partner of the Partnership and the Partnership shall return
the original capital contribution made by the Initial Limited Partner, who shall
have no


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further rights or claims against, or obligations as a partner of, the
Partnership. Subject to the other provisions of this Agreement, a Person may be
admitted as a Partner of the Partnership at the time that (I) this Agreement or
a counterpart of this Agreement is executed by or on behalf of such Person and
(ii) such Person is listed on the Partnership Register.

          (c) PARTNERSHIP REGISTER. The General Partners shall cause to be
maintained in the principal office of the Partnership a register setting forth,
with respect to each Partner, his name, mailing address, Capital Commitment,
total Capital Contributions to date and Minimum Points and, with respect to each
Portfolio Investment, the number of Points allocated to each Partner and the
Capital Contribution made by each Partner, and such other information as the
General Partners may deem necessary or desirable (the "PARTNERSHIP REGISTER").
The General Partners shall from time to time update the Partnership Register as
necessary to accurately reflect the information therein. Any reference in this
Agreement to the Partnership Register shall be deemed to be a reference to the
Partnership Register as in effect from time to time. The form of Partnership
Register as in effect on the date hereof shall be attached hereto as Schedule A,
and each Partner shall receive as the Schedule A attached to such Partner's
Agreement the information set forth on the Partnership Register on the date
hereof with respect to such Partner's interest in the Partnership, PROVIDED that
no Limited Partner shall have the right to any information set forth on the
Partnership Register with respect to any other Partner. No action of any Limited
Partner, and no amendment of any Schedule A to this Agreement, shall be required
to amend or update the Partnership Register.

          1.2 NAME AND OFFICES. The name of the Partnership heretofore formed
and continued hereby is "Trident Capital III, L.P." The registered office of the
Partnership shall be at the offices of Walkers SPV Limited, Walker House, Mary
Street, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands at which
shall be kept the records required to be maintained under the Partnership Law
and at which service of process on the Partnership may be made. At any time, the
Partnership may designate another registered agent for service of process and/or
registered office.

          1.3 FISCAL YEAR. The fiscal year of the Partnership (the "FISCAL
YEAR") shall end on the 31st day of December in each year. The Partnership shall
have the same fiscal year for income tax and for financial and accounting
purposes.

                                   ARTICLE II

                               PURPOSES AND POWERS

          2.1 PURPOSES. Subject to the other provisions of this Agreement, the
purposes of the Partnership are to serve as general partner of the Fund; to
acquire, hold and dispose of Securities; and to engage in such activities as the
General Partners deem necessary, advisable, convenient or incidental to the
foregoing, in all cases subject to the Partnership Law.

          2.2 POWERS OF THE PARTNERSHIP.

          (a) POWERS GENERALLY. The Partnership shall have the power and
authority to take any and all actions necessary, appropriate, proper, advisable,
incidental or convenient to or for the

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furtherance of the purpose set forth in Section 2.1, including, but not limited
to, the power and authority:

                    (i) to direct the formulation of investment policies and
          strategies for the Partnership and the Fund, direct the investment
          activities of the Partnership and the Fund, and select and approve the
          investment of the funds of the Partnership and the Fund;

                    (ii) to acquire, hold, manage, own, sell, transfer, convey,
          assign, exchange, pledge or otherwise dispose of Securities, and
          exercise all rights, powers, privileges and other incidents of
          ownership or possession with respect to Securities, including, without
          limitation, the voting of Securities, the approval of a restructuring
          of an investment in Securities, participation in arrangements with
          creditors, the institution and settlement or compromise of suits and
          administrative proceedings and other similar matters;

                    (iii) to establish, have, maintain or close one or more
          offices within or without the Cayman Islands and in connection
          therewith to rent or acquire office space and to engage personnel;

                    (iv) to open, maintain and close bank accounts and draw
          checks or other orders for the payment of money and open, maintain and
          close brokerage, mutual fund and similar accounts;

                    (v) to hire consultants, custodians, attorneys, accountants
          and such other agents and employees for the Partnership as it may deem
          necessary or advisable, and authorize any such agent or employee to
          act for and on behalf of the Partnership;

                    (vi) to make and perform such other agreements and
          undertakings as may be necessary or advisable to the carrying out of
          any of the foregoing powers, objects or purposes;

                    (vii) to enter into the Fund Agreement, and cause the Fund
          to enter into Subscription Agreements with its limited partners and
          other agreements and documents in connection with the admission of
          Persons as limited partners of the Fund;

                    (viii) to bring and defend actions and proceedings at law or
          in equity or before any governmental, administrative or other
          regulatory agency, body or commission; and

                    (ix) to carry on any other activities necessary to, in
          connection with or incidental to any of the foregoing, the
          Partnership's business or the Fund's business.

          (b) FUND AGREEMENT. Notwithstanding any other provision of this
Agreement, the Partnership, and any General Partner on behalf of the
Partnership, is hereby authorized to execute, deliver and perform its
obligations under the Fund Agreement.

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                                  ARTICLE III

              CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; ALLOCATIONS

          3.1 CAPITAL CONTRIBUTIONS. Each Partner shall make cash Capital
Contributions to the Partnership in the aggregate amount of the Capital
Commitment set forth opposite such Partner's name on the Partnership Register.
Except as otherwise provided herein, the Partners shall make such Capital
Contributions to the Partnership PRO RATA in accordance with their respective
Capital Commitments at such times and in such amounts as are sufficient to meet
Partnership Expenses or enable the Partnership to contribute the amount of
capital required to be contributed by the Partnership to the Fund pursuant to
the applicable provisions of the Fund Agreement, PROVIDED that Capital
Contributions to fund any Portfolio Investments shall be made by the Partners
participating in such Portfolio Investment PRO RATA in accordance with their
respective Remaining Capital Commitments and PROVIDED, FURTHER, that in respect
of each Partner such Partner's aggregate Capital Contributions shall not exceed
such Partner's Capital Commitment. Each Partner's Remaining Capital Commitment
shall be increased by any amounts returned to such Partner (I) pursuant to
Section 4.3(b)(i) or (II) pursuant to Section 4.3(b)(ii), to the same extent
that such amounts would increase the remaining capital commitments of the
limited partners of the Fund if such amounts had been distributed to them
pursuant to the Fund Agreement.

          3.2 CAPITAL ACCOUNTS; MEMO ACCOUNTS.

          (a) CAPITAL ACCOUNTS. There shall be established on the books and
records of the Partnership a capital account (a "CAPITAL ACCOUNT") for each
Partner.

          (b) MEMO ACCOUNTS. There shall be established on the books and records
of the Partnership a memorandum account (a "MEMO Account") for each Partner.
Upon the sale or other disposition of a Portfolio Investment, the balance of
each Partner's Memo Account (which may be positive or negative) shall be
adjusted by (I) increasing such balance by such Partner's PRO RATA share (based
on the number of Points held by each Partner for such Portfolio Investment) of
the Target Amount, if any, for such Portfolio Investment and (II) decreasing
such balance by (A) such Partner's PRO RATA share (based on the number of Points
held by each Partner for such Portfolio Investment) of the Shortfall, if any,
for such Portfolio Investment and (B) the amount distributable, if any, to such
Partner pursuant to Section 4.3(b)(iii) with respect to such Portfolio
Investment, PROVIDED that the Memo Account of M&M Vehicle, L.P. shall be
determined without regard to amounts distributable to it pursuant to Section
4.3(b)(iii)(B) (I.E., solely with regard to any Points held by it). The Partners
confirm that the intent of the Memo Account mechanism is to equitably allocate
carried interest distributions received from the Fund such that, to the maximum
extent practicable, the gain or loss with respect to any Portfolio Investment
disposed of (to the extent not attributable to GP III and M&M Vehicle, L.P.'s
50% interest) is shared by the Partners based on the number of Points they hold
with respect to such Portfolio Investment. The intended result is that a
Partner's share of carried interest distributions from a gain investment is
offset by such Partner's share of losses from a loss investment that reduced the
overall amount of carried interest payable by the Fund to the Partnership. In
furtherance thereof, the General Partners may, in their sole discretion, adjust
the Memo Accounts of the Partners to the extent necessary or desirable to
adequately reflect this intent, including, without limitation, to take into
account the preferred return and any unrealized losses.

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          3.3 ADJUSTMENTS TO CAPITAL ACCOUNTS. As of the last day of each
Period, the balance in each Partner's Capital Account shall be adjusted by (A)
increasing such balance by (I) such Partner's allocable share of items of income
and gain for such Period (allocated in accordance with Section 3.4) and (II) the
Capital Contributions, if any, made by such Partner during such Period and (b)
decreasing such balance by (I) such Partner's allocable share of items of loss
and deduction for such Period (allocated in accordance with Section 3.4) and
(II) the amount of cash or the Value of Securities or other property distributed
to such Partner during such Period.

          3.4 ALLOCATIONS. Each item of income, gain, loss, credit and deduction
of the Partnership shall be allocated among the Capital Accounts of the Partners
with respect to each Period as of the end of such Period by the General Partners
in a manner that as closely as possible gives effect to the provisions of
Articles IV and X and the other relevant provisions of this Agreement.

          3.5 TAX MATTERS. The income, gains, losses, credits and deductions
recognized by the Partnership shall be allocated among the Partners, for United
States federal, state and local income tax purposes, to the extent permitted
under the Code and the Treasury Regulations, in the same manner that each such
item is allocated to the Partners' Capital Accounts. Notwithstanding the
foregoing, the General Partners shall have the power to make such allocations
for United States federal, state and local income tax purposes as may be
necessary to maintain substantial economic effect, or to insure that such
allocations are in accordance with the interests of the Partners in the
Partnership, in each case within the meaning of the Code and the Treasury
Regulations thereunder. Tax credits shall be equitably allocated by the General
Partners. All matters concerning allocations for United States federal, state
and local and non-U.S. income tax purposes, including accounting procedures, not
expressly provided for by the terms of this Agreement shall be equitably
determined in good faith by the General Partners. GP III is hereby designated as
the tax matters partner of the Partnership as provided in the Treasury
Regulations pursuant to section 6231 of the Code (and any similar provisions
under any state, local or non-U.S. tax laws). Each Partner hereby consents to
such designation and agrees that upon the request of the tax matters partner it
will execute, certify, acknowledge, swear to, file and record at the appropriate
public offices such documents as may be necessary or appropriate to evidence
such consent. The General Partners may, in their sole discretion, cause the
Partnership to make the election provided for under section 754 of the Code.
Either GP III shall have executed and filed a U.S. Internal Revenue Service Form
8832 prior to the date hereof electing to classify the Partnership as a
partnership for U.S. federal income tax purposes pursuant to section 301.7701-3
of the Treasury Regulations as of a date no later than the date hereof, or GP
III shall timely execute and file such Form 8832 on or after the date hereof
electing to classify the Partnership as a partnership for United States federal
income tax purposes as of a date no later than the date hereof, and GP III is
hereby authorized to execute and file such Form for all of the Partners. The
General Partners will not subsequently elect to change such classification. Each
General Partner is hereby authorized to execute and file for all of the Partners
any comparable form or document required by any applicable United States state
or local tax law in order for the Partnership to be classified as a partnership
under such tax law.

          3.6 NEGATIVE CAPITAL ACCOUNTS. Except as provided in this Agreement or
required by law, no Partner is required to make up a negative balance in such
Partner's Capital Account.

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          3.7 EXCUSED INVESTMENT. Notwithstanding Section 3.1 and Section 3.4,
no Partner shall make a Capital Contribution with respect to, or otherwise
participate in, any Portfolio Investment of the Fund if the General Partners
have determined in their sole discretion that participation by such Partner in
such Portfolio Investment might give rise to a conflict of interest or to a
material tax or regulatory requirement for such Partner or the Partnership.

          3.8 ESTATE PARTNERS. Notwithstanding any other provision of this
Agreement, Capital Commitments and CapitSal Contributions of any Partner and its
Estate Partner (including, without limitation, pursuant to Section 4.5) shall be
apportioned between such Partner and such Estate Partner in proportion to their
Capital Commitments.

                                   ARTICLE IV

                           DISTRIBUTIONS; WITHHOLDING

          4.1 WITHDRAWAL OF CAPITAL. Except as otherwise expressly provided in
this Article IV or in Article X, no Partner shall have the right to withdraw
capital from the Partnership or to receive any distribution or return of, or
interest on, his Capital Contribution.

          4.2 SHARING OF CARRIED INTEREST; POINTS.

          (a) GENERAL. The Partnership's share of the carried interest in the
Fund with respect to each Portfolio Investment shall be shared among the
Partners of the Partnership based on the number of Points (the "POINTS") held by
each Partner with respect to such Portfolio Investment. There shall be a total
of 1,000 Points allocated to the Partners with respect to each Portfolio
Investment. Prior to the consummation of a Portfolio Investment, each Partner
shall be allocated, with respect to such Portfolio Investment, Points equal to
the Minimum Points, if any, then listed with respect to such Partner on the
Partnership Register (subject to Section 4.2(b)), and, if the aggregate number
of such Points is less than 1,000, the difference shall be allocated to one or
more Partners as determined by a majority of the Tier 1 General Partners in
their sole discretion, PROVIDED that (I) without the consent of GP III, the
aggregate number of Points allocated to the Tier 1 Partners with respect to any
Portfolio Investment shall not exceed 225 Points, (II) without the consent of GP
III, no Points shall be allocated to CD Trident III, LLC, GM Trident III, LLC,
MH Trident III, LLC, Charles A. Davis, Garrett M. Moran or Meryl D. Hartzband in
excess of the Minimum Points then listed with respect to such Partner on the
Partnership Register and (III) any Points allocated to any Partner and its
Estate Partner shall be allocated between such Partner and such Estate Partner
in proportion to their Capital Commitments. Subject to the provisos contained in
the preceding sentence, any Points forfeited by a Partner who becomes a Special
Assignee pursuant to Article IX shall be reallocated to one or more Partners as
determined by a majority of the then remaining Tier 1 General Partners in their
sole discretion.

          (b) ZERO POINTS IF EXCUSED INVESTMENT. Notwithstanding anything to the
contrary in Section 4.2(a), a Partner shall be allocated zero Points with
respect to a Portfolio Investment if, pursuant to Section 3.7, such Partner is
excused from making a Capital Contribution with respect to, or otherwise
participating in, such Portfolio Investment.

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          4.3 DISTRIBUTIONS.

          (a) FORM OF DISTRIBUTIONS. Subject to the other provisions of this
Article IV, as determined by a majority of the General Partners, the Partnership
shall, at any time and after payment of any Partnership Expenses and
establishing reasonable reserves for material anticipated obligations or
commitments of the Partnership, promptly distribute cash or Securities to the
Partners, PROVIDED that no reserve shall be established with respect to any
anticipated Clawback Amount other than pursuant to Section 4.4. Upon a
distribution of Securities, the Securities distributed shall be valued in
accordance with the valuation provisions of the Fund Agreement, and such
Securities shall be deemed to have been sold at such value and the proceeds of
such sale shall be deemed to have been distributed to the Partners for all
purposes of this Agreement. Subject to Sections 10.2 and 10.3, Securities
distributed in kind shall be distributed in proportion to the aggregate amounts
that would be distributed to each Partner pursuant to this Section 4.3, such
aggregate amounts to be estimated in the good faith judgment of the General
Partners. The Partnership may cause certificates evidencing any Securities to be
distributed to be imprinted with legends as to such restrictions on Transfer as
it may deem necessary or appropriate, including legends as to applicable United
States federal or state or non-U.S. securities laws or other legal or
contractual restrictions, and may require any Partner to which Securities are to
be distributed to agree in writing (I) that such Securities will not be
transferred except in compliance with such restrictions and (II) to such other
matters as may be deemed necessary or appropriate. Notwithstanding the
foregoing, at the request of any Partner, the General Partners may cause the
Partnership to dispose of any property that would be distributed to such Partner
pursuant to this Section and distribute the net proceeds of such disposition to
such Partner and such Partner shall bear all out-of-pocket expenses incurred to
effect such sale; PROVIDED, however, that the General Partners shall only be
required to effect such disposition to the extent such distribution (A) would
cause such Partner to own or control in excess of the amount of such property
that it may lawfully own, (B) would subject such Partner to any material filing
or regulatory requirement, or would make such filing or requirement more
burdensome, or (C) would violate any applicable legal or regulatory restriction,
and PROVIDED, FURTHER, that any taxable income, gain, loss or deduction
recognized by the Partnership in connection with the disposition of such
property shall be allocated only to such Partner requesting to receive proceeds
instead of property and PROVIDED, FINALLY, that such Partner shall be treated
for all other purposes of this Agreement as if such property had been
distributed as contemplated by the second sentence of this Section 4.3(a).

          (b) MAKING OF DISTRIBUTIONS. Distributions received from the Fund
shall be distributed promptly to the Partners but in any event within 120 days
after receipt by the Partnership. Except as otherwise provided herein,
distributions shall be made as follows:

                    (i) NON-CONSUMMATED INVESTMENTS AND EXTRA DRAWDOWN AMOUNTS.
          Amounts returned from the Fund pursuant to section 5.3 of the Fund
          Agreement (non-consummated investments and extra drawdown amounts) in
          respect of any Portfolio Investment or Bridge Financing (or proposed
          Portfolio Investment or Bridge Financing) shall be distributed to the
          Partners in proportion to the Capital Contributions of the Partners
          used (or intended to be used) to fund such Portfolio Investment or
          Bridge Financing.

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                    (ii) PARTNERSHIP'S CAPITAL INVESTMENT. Distributions
          received from the Fund with respect to any Portfolio Investment that
          were apportioned and distributed to the Partnership based on the
          Partnership's Sharing Percentage (as defined in the Fund Agreement)
          for such Portfolio Investment pursuant to section 6.3 of the Fund
          Agreement (including distributions received from the Fund pursuant to
          section 6.5 of the Fund Agreement (tax distributions) or section
          13.2(a) of the Fund Agreement (liquidating distributions) that are
          attributable to the Partnership's Sharing Percentage with respect to
          any Portfolio Investment) shall be distributed among the Partners in
          proportion to their Capital Contributions used to fund such Portfolio
          Investment. Distributions received from the Fund with respect to any
          Bridge Financing, or investment other than a Portfolio Investment,
          pursuant to section 6.4 (including distributions received from the
          Fund pursuant to section 13.2(a) of the Fund Agreement (liquidating
          distributions) that are attributable to any Bridge Financing or any
          investment other than a Portfolio Investment) of the Fund Agreement
          shall be distributed among the Partners in proportion to their Capital
          Contributions used to fund such Bridge Financing or investment.

                    (iii) PARTNERSHIP'S CARRIED INTEREST. Subject to Section
          4.4, distributions received from the Fund with respect to a Portfolio
          Investment pursuant to section 6.3(c) or (d) of the Fund Agreement
          (the Partnership's carried interest with respect to such Portfolio
          Investment) (including distributions received from the Fund pursuant
          to section 6.5 of the Fund Agreement (tax distributions) or section
          13.2(a) of the Fund Agreement (liquidating distributions) that are
          attributable to the Partnership's right to receive distributions
          pursuant to section 6.3(c) or (d) of the Fund Agreement with respect
          to such Portfolio Investment) shall be distributed (A) 1% to GP III,
          (B) 49% to M&M Vehicle, L.P. and (C) 50% to the Partners (other than
          GP III) with positive balances in their Memo Accounts (determined
          after giving effect to Section 3.2(b)(i) and 3.2(b)(ii)(A) with
          respect to such Portfolio Investment but before giving effect to
          Section 3.2(b)(ii)(B) with respect to such Portfolio Investment) PRO
          RATA in accordance with, and to the extent of, their respective
          positive balances in their Memo Accounts, PROVIDED that (1) the amount
          distributed to M&M Vehicle, L.P. pursuant to clause (C) shall be
          reduced, but not below zero, by the aggregate Preference Amounts of
          all Additional Partners indicated on the Partnership Register as being
          subject to the provision for Preference Amounts and (2) the amount
          distributed to each Additional Partner indicated on the Partnership
          Register as being subject to the provision for Preference Amounts
          shall be increased by an amount equal to the product of (X) the amount
          described in clause (1) and (Y) the quotient obtained by dividing such
          Additional Partner's Preference Amount by the aggregate Preference
          Amounts of all Additional Partners, PROVIDED, HOWEVER that the
          aggregate amount distributed to Additional Partners pursuant to clause
          (2) shall not exceed the aggregate amount previously distributed or
          currently distributable to M&M Vehicle, L.P. pursuant to clause (C)
          (determined without giving effect to the first proviso of this Section
          4.3(b)(iii)).

                    (iv) OTHER DISTRIBUTIONS. Distributions of amounts not
          described in paragraphs (i) through (iii) above shall be distributed
          among the Partners as equitably determined by the General Partners.

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          The General Partners' good faith determination as to whether amounts
are described in paragraph (i), (ii), (iii) or (iv) of this Section 4.3, shall,
absent manifest error, be final and binding on all Partners.

          4.4 HOLDBACK FOR TIER 2 PARTNERS PENDING DISSOLUTION OF THE
PARTNERSHIP. Notwithstanding Section 4.3(b), the General Partners may, in their
sole discretion, withhold from any distribution to a Tier 2 Partner pursuant to
Section 4.3(b)(iii) an amount equal to the difference between (A) up to 50% of
the amount that would otherwise be distributed and (B) an amount intended to
enable such Tier 2 Partner to discharge its U.S. federal, state and local income
tax liabilities arising from allocations attributable to the amount described in
clause (a) as determined by the General Partners in their reasonable discretion.
Any amount withheld from a Tier 2 Partner pursuant to this Section 4.4 shall be
placed in a separate account (a "HOLDBACK ACCOUNT") maintained separately on the
books of the Partnership until such time as (I) the Partnership is dissolved
pursuant to Article X, at which time such amount shall be distributed to such
Tier 2 Partner or (II) the General Partners determine in their sole discretion
that the amount in such Holdback Account exceeds the amount that can reasonably
be expected to be necessary to fund such Tier 2 Partner's share of any Clawback
Amount, at which time the excess shall be distributed to such Tier 2 Partner.
Any amount placed in a Holdback Account with respect to such Tier 2 Partner
shall be invested by the General Partners in investments selected by such Tier 2
Partner within investment categories specified by the General Partners and the
income earned thereon shall be distributed quarterly to such Tier 2 Partner. Any
distribution to a Tier 2 Partner pursuant to this Section 4.4 shall also be
treated as a distribution pursuant to Section 4.3(b)(iii) for all purposes of
this Agreement, including without limitation Section 4.5.

          4.5 RETURN OF DISTRIBUTIONS. If and to the extent that the Partnership
is obligated under section 13.2(b) of the Fund Agreement to contribute to the
Fund all or a portion of the distributions received by the Partnership from the
Fund (the amount of such required contribution, the "CLAWBACK AMOUNT"), each
Partner shall be required to fund a portion of the Clawback Amount in an amount
equal to the excess, if any, of (A) the aggregate amount distributed or treated
as distributed to such Partner pursuant to Section 4.3(b)(iii) over (B) the
amount that would have been distributed to such Partner pursuant to Section
4.3(b)(iii) if all distributions pursuant to Section 4.3(b)(iii) were made in a
single distribution pursuant to Section 4.3(b)(iii) on the date that the
Partnership is obligated to contribute the Clawback Amount to the Fund. Each
Tier 2 Partner's obligation under this Section 4.5 shall first be satisfied from
such Tier 2 Partner's Holdback Account established pursuant to Section 4.4, if
any. Each Partner shall make contributions to the Partnership in satisfaction of
its obligation under this Section 4.5 (or in the case of a Tier 2 Partner, the
remainder of such obligation). If any Tier 2 Partner fails to contribute when
due any portion of such Tier 2 Partner's obligation to contribute amounts in
excess of amounts in such Tier 2 Partner's Holdback Account or Accounts under
this Section 4.5, GP III shall make a contribution to the Partnership equal to
such unpaid contribution; if GP III has made any such contribution, any amounts
recovered from such Tier 2 Partner pursuant to the next succeeding sentence
shall be distributed entirely to GP III. Notwithstanding the foregoing, a
Partner's obligation to make contributions to the Partnership under this Section
4.5 shall survive the dissolution, liquidation, winding up and termination of
the Partnership, and for purposes of this Section 4.5, the Partnership and the
General Partners may pursue and enforce all rights and remedies it and they may
have against each Partner under this Section 4.5, including instituting a
lawsuit to collect such contribution with interest from the

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date such contribution was required to be paid under this Section 4.5 calculated
at a rate equal to the Prime Rate plus two percentage points per annum (but not
in excess of the highest rate per annum permitted by law). Notwithstanding
anything in this Section 4.5 to the contrary, a Partner's liability to make
contributions to the Partnership under this Section 4.5 shall not exceed the
aggregate amount of all distributions received or deemed to have been received
by such Partner pursuant to Section 4.3(b)(iii) (excluding distributions
received or deemed to have been received pursuant to Section 4.3(b)(iii) that
are attributable to such Partner's share of distributions received from the Fund
pursuant to section 6.5 of the Fund Agreement (tax distributions)). If the
Clawback Amount exceeds the aggregate amount of contributions to be made by the
Partners pursuant to this Section 4.5, as limited by the preceding sentence, the
Partners (excluding GP III but including M&M Vehicle, L.P. only to the extent
its obligation under this Section 4.5 is attributable to distributions in
respect of Points held by it) who are not limited by the preceding sentence
shall be required to fund such excess PRO RATA in proportion to their
obligations as determined pursuant to the first sentence of this Section 4.5,
but subject always to the preceding sentence and with reapplication of this
sentence as necessary. The provisions of this Section 4.5 are intended solely to
benefit the Partnership and, to the fullest extent permitted by applicable law,
shall not be construed as conferring any benefit upon any creditor of the
Partnership (and no such creditor shall be a third party beneficiary of this
Agreement), and no Partner shall have any duty or obligation to any creditor of
the Partnership to make any contributions to the Partnership.

          4.6 LIMITATIONS ON DISTRIBUTIONS. Notwithstanding any provisions to
the contrary contained in this Agreement, (A) the Partnership shall not make a
distribution to any Partner on account of such Partner's interest in the
Partnership if such distribution would violate the Partnership Law or other
applicable law and (b) holdings of Points by, and Distributions made to, any
Partner and its Estate Partner shall be apportioned between such Partner and
such Estate Partner in proportion to their Capital Commitments.

          4.7 WITHHOLDING. Notwithstanding any other provision of this
Agreement, each Partner hereby authorizes the Partnership to withhold and to pay
over, or otherwise pay, any withholding or other taxes payable by the
Partnership (pursuant to the Code or any provision of United States federal,
state or local or non-U.S. tax law) with respect to such Partner or as a result
of such Partner's status as a Partner hereunder. If and to the extent that the
Partnership shall be required to withhold or pay any such withholding or other
taxes, such Partner shall be deemed for all purposes of this Agreement
(including without limitation Section 4.3(b)(iii)) to have received a payment
from the Partnership as of the time such withholding or other tax is required to
be paid, which payment shall be deemed to be a distribution with respect to such
Partner's interest in the Partnership to the extent that such Partner (or any
successor to such Partner's interest in the Partnership) would have received a
distribution but for such withholding. In addition, if and to the extent that
the Partnership or the Fund receives a distribution or payment from or in
respect of which tax was withheld, as a result of (or attributable to) such
Partner's status as a Partner hereunder, as determined by the General Partners,
such Partner shall be deemed for all purposes of this Agreement (including
without limitation Section 4.3(b)(iii)) to have received a distribution from the
Partnership as of the time such withholding was paid. To the extent that any
such deemed payment under the preceding two sentences exceeds the cash
distribution that such Partner would have received but for such withholding, the
General Partners shall notify such Partner as to the amount of such excess and
such Partner shall make a prompt

                                       10
<PAGE>

payment to the Partnership of such amount by wire transfer. The Partnership may
hold back from any distribution in kind property having a Value equal to the
amount of the taxes withheld or otherwise paid until the Partnership has
received such payment. If, pursuant to a separate indemnification agreement or
otherwise, the Partnership shall indemnify or be required to indemnify any
Covered Person against any claims, liabilities or expenses of whatever nature
relating to such Covered Person's obligation to withhold and to pay over, or
otherwise pay, any withholding or other taxes payable by such Covered Person as
a result of any Partner's participation in the Partnership, such Partner shall
pay to the Partnership the amount of the indemnity paid or required to be paid,
except, in the case of claims, liabilities or expenses that are penalties, to
the extent that it shall have been finally judicially determined that such
penalties arose primarily from the fraud, gross negligence or willful
misfeasance of such Covered Person. Unless the General Partners determine
otherwise, the withholdings by the Partnership referred to in this Section 4.7
shall be made at the maximum applicable statutory rate under the applicable tax
law.

                                   ARTICLE V

                               MANAGEMENT; VOTING

          5.1 PARTNERS. Subject to Section 8.1, the Partnership shall consist of
the General Partners and the Limited Partners. Pursuant to Section 8.1, the
General Partners may admit additional Partners from time to time.

          5.2 THE GENERAL PARTNERS.

          (a) GENERAL. The business and affairs of the Partnership shall be
managed by the General Partners of the Partnership from time to time. Except as
otherwise expressly provided herein, no Limited Partner shall take part in the
management or control of the Partnership's affairs, vote with respect to any
action taken or to be taken by the Partnership (including, but not limited to,
merger or dissolution of the Partnership or any amendment to this Agreement),
transact any business in the Partnership's name or have the power to sign
documents for or otherwise bind the Partnership.

          (b) RESTRICTIONS ON THE PARTNERS. The Partners shall not: (I) do any
act in contravention of any applicable law, regulation or provision of this
Agreement or (II) possess Partnership property for other than a Partnership
purpose. In addition, the General Partners shall not admit any Person as a
Partner except as permitted in this Agreement and the Partnership Law.

          (c) ACTS OF THE GENERAL PARTNERS. (i) The act of a majority of the
General Partners shall be the act of the General Partners, except as otherwise
specifically provided by this Agreement, (II) in the event that one or more of
the General Partners determine that participation in a vote could constitute a
conflict of interest and therefore abstain from participating in such vote, the
act of a majority of the General Partners voting on such matter shall be the act
of the General Partners, whether or not all or a majority of the voting General
Partners constitute a majority of the General Partners, and (III) in the event
that a vote taken by the General

                                       11
<PAGE>

Partners or the Tier 1 General Partners, as the case may be, has resulted in a
tie vote among the General Partners or the Tier 1 General Partners, as the case
may be, GP III shall be entitled to cast the deciding vote that shall determine
the act of the General Partners, whether or not all or a majority of the voting
General Partners (including GP III) constitute a majority of the General
Partners.

          (d) ACTIONS WITH RESPECT TO THE MANAGER. The removal or replacement of
MMC Capital as the manager of the Fund shall occur only upon the majority vote
of the General Partners, which majority shall include, in any case, GP III.

          (e) ACTIONS WITH RESPECT TO PORTFOLIO INVESTMENTS. Any determination
or action required to be made or taken by the Partnership with respect to the
acquisition, holding, disposition or valuation of Portfolio Investments, in
connection therewith or to give effect thereto, shall require the vote of a
majority of the members of the Investment Committee.

          (f) ACTION BY UNANIMOUS CONSENT OF THE GENERAL PARTNERS. The unanimous
vote of the General Partners shall be required to (I) dissolve the Partnership
pursuant to Section 10.1(b), or (II) approve the merger or sale of substantially
all of the assets of the Partnership.

          (g) APPOINTMENT OF GP III AGENTS. GP III hereby designates and
appoints each of: the Chairman and President of GP III, the members of the Board
of Directors of GP III, and the Secretary of GP III as agents of GP III (the
"CORPORATE AGENTS") to perform all of the duties and functions of GP III under
this Agreement and as authorized persons within the meaning of the Partnership
Law, PROVIDED that GP III has the sole discretion to remove one or more of the
Corporate Agents with or without cause at any time and to designate and appoint
one or more replacement Corporate Agents. Any action undertaken by any of the
Corporate Agents in accordance with this Agreement shall bind GP III.

          5.3 ABILITY TO BIND THE PARTNERSHIP. Unless otherwise expressly
provided herein, each General Partner shall have the authority to sign, in the
name and on behalf of the Partnership, checks, orders, contracts, leases, notes,
drafts and other documents and instruments in connection with the ordinary
course of the business of the Partnership, commitments regarding the acquisition
or disposition of Portfolio Investments of the Fund, conveyances of real estate,
documents evidencing the lending or borrowing by the Partnership, and other
documents and instruments otherwise arising outside the ordinary course of
business of the Partnership, PROVIDED that any action that would bind the
Partnership with respect to amounts in excess of $500,000 shall require the
consent of a majority of the General Partners.

          5.4 ACTIONS AND DETERMINATIONS OF THE PARTNERSHIP. Subject to the
other provisions of this Agreement, whenever this Agreement provides that a
determination shall be made or an action shall be taken by the Partnership, such
determination or act may be made or taken by the General Partners.

          5.5 VOTING.

          (a) Any action of the Partnership requiring the vote or assent of more
than one of the General Partners under this Agreement may be taken only upon
notice to each General Partner entitled to vote thereon either personally, by
telephone, by mail, by facsimile, or by any other means of communication
reasonably calculated to give notice; and reasonable efforts shall be

                                       12
<PAGE>

made to allow each General Partner entitled to vote thereon to participate in a
vote on such matter.

          (b) Except as expressly provided herein, on any matter that is to be
voted on by the General Partners or all Partners, as the case may be, the
General Partners or the Partners, as the case may be, may take such action
without a meeting and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed and/or ratified by the
General Partners or the Partners, as the case may be, having not less than the
minimum voting percentage or the requisite number of the General Partners or the
Partners, as the case may be, that would be necessary to authorize or take such
action at a meeting, PROVIDED, however, that prior notice of the matter to be
voted on is given to all the General Partners and all the Partners entitled to
vote thereon (provided that a consent in writing at any time to such action
shall constitute a waiver of such prior notice), and PROVIDED, FURTHER, that the
Partnership shall promptly provide copies to all General Partners (and, for
matters on which all Partners were entitled to vote, to all Partners) of any
consents or written actions taken by any General Partners or the Partners, as
the case may be.

          5.6 DISCRETION. Whenever in this Agreement the General Partners are
permitted or required to make a decision (I) in their "sole discretion" or
"discretion" or under a grant of similar authority or latitude, the General
Partners may consider any interests they desire, including their own interests,
or (II) in their "good faith" or under another expressed standard, the General
Partners shall act under such express standard and shall not be subject to any
other or different standard imposed by this Agreement or any other agreement
contemplated herein or by relevant provisions of law or in equity or otherwise.
If any questions should arise with respect to the operation of the Partnership,
which are not otherwise specifically provided for in this Agreement or the
Partnership Law, or with respect to the interpretation of this Agreement, the
General Partners are hereby authorized to make a final determination with
respect to any such question and to interpret this Agreement in their sole
discretion, and their determination and interpretation so made shall be final
and binding on all parties.

                                   ARTICLE VI

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

          6.1 LIABILITY. Except as otherwise provided by the Partnership Law,
the debts, obligations and liabilities of the Partnership, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Partnership, and no Covered Person shall be obligated
personally for any such debt, obligation or liability of the Partnership solely
by reason of being a Covered Person.

          6.2 EXCULPATION.

          (a) GENERALLY. No Covered Person shall be liable to the Partnership or
any Partner for any act or omission taken or suffered by such Covered Person in
good faith, except to the extent that it shall be finally judicially determined
that such act or omission constitutes fraud, gross negligence or willful
misfeasance of the Covered Person. No Partner shall be liable to the Partnership
or any Partner for any action taken by any other Partner.

                                       13
<PAGE>

          (b) RELIANCE GENERALLY. A Covered Person shall incur no liability in
acting upon any signature or writing reasonably believed by it to be genuine,
and may rely on a certificate signed by an officer of any Person in order to
ascertain any fact with respect to such Person or within such Person's knowledge
and may rely on an opinion of counsel selected by such Covered Person with
respect to legal matters. Each Covered Person may act directly or through its
agents or attorneys. Each Covered Person may consult with counsel, appraisers,
engineers, accountants and other skilled Persons of its choosing, and shall not
be liable for anything done, suffered or omitted in good faith and within the
scope of this Agreement in reasonable reliance upon the advice of any of such
Persons. No Covered Person shall be liable to the Partnership or any Partner for
any error of judgment made in good faith by a responsible officer or employee of
such Covered Person or its or his Affiliate. Except as otherwise provided in
this Section 6.2, no Covered Person shall be liable to the Partnership or any
Partner for any mistake of fact or judgment by such Covered Person in conducting
the affairs of the Partnership or otherwise acting in respect of and within the
scope of this Agreement.

          (c) RELIANCE ON THIS AGREEMENT. To the extent that, at law or in
equity, a Covered Person has duties (including fiduciary duties) and liabilities
relating thereto to the Partnership or to the Partners, any Covered Person
acting under this Agreement or otherwise shall not be liable to the Partnership
or to any Partner for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they restrict
the duties and liabilities of a Covered Person otherwise existing at law or in
equity, are agreed by the Partners to replace such other duties and liabilities
of such Covered Person.

          (d) NOT LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS. No Covered Person
shall be liable for the return of the Capital Contributions or Capital Account
of any Partner, and such return shall be made solely from available Partnership
assets, if any, and each Partner hereby waives any and all claims it may have
against each Covered Person in this regard.

          6.3 INDEMNIFICATION.

          (a) INDEMNIFICATION GENERALLY. The Partnership shall and hereby does,
to the fullest extent permitted by applicable law, indemnify, hold harmless and
release each Covered Person from and against all claims, demands, liabilities,
costs, expenses, damages, losses, suits, proceedings and actions, whether
judicial, administrative, investigative or otherwise, of whatever nature, known
or unknown, liquidated or unliquidated ("CLAIMS"), that may accrue to or be
incurred by any Covered Person, or in which any Covered Person may become
involved, as a party or otherwise, or with which any Covered Person may be
threatened, relating to or arising out of the business and affairs of, or
activities undertaken in connection with, the Partnership, or otherwise relating
to or arising out of this Agreement, including, but not limited to, amounts paid
in satisfaction of judgments, in compromise or as fines or penalties, and
counsel fees and expenses incurred in connection with the preparation for or
defense or disposition of any investigation, action, suit, arbitration or other
proceeding (a "PROCEEDING"), whether civil or criminal (all of such Claims and
amounts covered by this Section 6.3, and all expenses referred to in Section
6.3(d), are referred to as "DAMAGES"), except to the extent that it shall have
been finally judicially determined that such Damages arose primarily from the
fraud, gross negligence or willful misfeasance of such Covered Person. The
termination of any Proceeding by settlement

                                       14
<PAGE>

shall not, of itself, create a presumption that any Damages relating to such
settlement arose from a material violation of this Agreement by, or the gross
negligence of, any Covered Person.

          (b) CONTRIBUTION. At any time and from time to time prior to the
second anniversary of the last day of the Term, the Partnership may require the
Partners to make further capital contributions (in addition to Capital
Commitments) to satisfy all or any portion of the indemnification obligations of
the Partnership pursuant to Section 6.3(a) above or the Fund Agreement, whether
such obligations arise before or after the last day of the Term or before or
after such Partner's resignation from the Partnership, PROVIDED that each
Partner's obligation to make such capital contributions in respect of such
Partner's share of any such indemnification payment shall be limited to amounts
distributed to such Partner pursuant to this Agreement.

          (c) EXPENSES, ETC. To the fullest extent permitted by law, the
reasonable expenses incurred by a Covered Person in defense or settlement of any
Claim that may be subject to a right of indemnification hereunder shall be
advanced by the Partnership prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the Covered Person to repay such amount if
it shall be determined ultimately that the Covered Person is not entitled to be
indemnified hereunder. The right of any Covered Person to the indemnification
provided herein shall be cumulative with, and in addition to, any and all rights
to which such Covered Person may otherwise be entitled by contract or as a
matter of law or equity and shall extend to such Covered Person's successors,
assigns and legal representatives.

          (d) NOTICES OF CLAIMS, ETC. Promptly after receipt by a Covered Person
of notice of the commencement of any Proceeding, such Covered Person shall, if a
claim for indemnification in respect thereof is to be made against the
Partnership, give written notice to the Partnership of the commencement of such
Proceeding, PROVIDED that the failure of any Covered Person to give notice as
provided herein shall not relieve the Partnership of its obligations under this
Section 6.3, except to the extent that the Partnership is actually prejudiced by
such failure to give notice. In case any such Proceeding is brought against a
Covered Person (other than a derivative suit in right of the Partnership), the
Partnership will be entitled to participate in and to assume the defense thereof
to the extent that the Partnership may wish, with counsel reasonably
satisfactory to such Covered Person. After notice from the Partnership to such
Covered Person of the Partnership's election to assume the defense thereof, the
Partnership will not be liable for expenses subsequently incurred by such
Covered Person in connection with the defense thereof. The Partnership will not
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Covered Person of a release from all liability in respect to such Claim.

                                  ARTICLE VII

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

          7.1 BOOKS AND RECORDS. The Partnership shall keep or cause to be kept
full and accurate accounts of the transactions of the Partnership in proper
books and records of account which shall set forth all information required by
the Partnership Law. Such books and records shall be maintained on the basis
utilized in preparing the Partnership's United States income tax returns. Such
books and records shall be available for inspection and copying by the Partners
or

                                       15
<PAGE>

their duly authorized representatives during normal business hours for any
purpose reasonably related to such Partner's interest in the Partnership.

          7.2 UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAX INFORMATION.
Within 120 days after the end of each Fiscal Year (or as soon as reasonably
practicable thereafter), the Partnership shall send to each Person that was a
Partner at any time during such Fiscal Year copies of (A) Schedule K-1,
"Partner's Share of Income, Credits, Deductions, Etc." (or successor schedule)
with respect to such Person, together with such additional information as may be
necessary for such Person to file his United States federal income tax returns,
and (B) such similar schedules as are required to be furnished by the
Partnership for United States state and local income tax purposes.

          7.3 REPORTS TO PARTNERS. The Partnership shall provide to each Partner
and each Special Assignee on a timely basis, if such Partner or Special Assignee
so requests in writing, (A) all reports sent to the limited partners of the Fund
pursuant to the Fund Agreement, (B) the Partnership's unaudited financial
statements for each fiscal quarter and (C) the Partnership's audited financial
statements for each Fiscal Year. Except as otherwise provided in this Agreement
or required by applicable law, the Partnership shall send to each Partner only
such other financial reports as the General Partners shall deem appropriate.

                                  ARTICLE VIII

                   ADMISSION OF ADDITIONAL PARTNERS; TRANSFERS

          8.1 ADMISSION OF ADDITIONAL PARTNERS.

          (a) GENERAL. One or more Persons may be admitted to the Partnership as
a Limited Partner (each, an "ADDITIONAL PARTNER"). Each such Person shall be
admitted as an Additional Partner at the time such Person (I) executes this
Agreement or a counterpart of this Agreement and (II) is named as a Partner on
the Partnership Register. In connection with the admission of any Additional
Partner pursuant to this Section 8.1, a majority of the General Partners voting
on such admission (in their sole discretion) shall determine the Minimum Points
of, and Capital Commitment that will be accepted from, such Additional Partner.

          (b) ADMISSION OF LIMITED PARTNERS. Upon the consent of a majority of
the Tier 1 General Partners, a new Limited Partner may be admitted to the
Partnership.

          (c) ADMISSION OF GENERAL PARTNERS. Upon the consent both of GP III and
of a majority of the Tier 1 General Partners, a new general partner may be
admitted to the Partnership, PROVIDED that if (I) CD Trident III, LLC has become
a Special Assignee pursuant to Section 9.1(a), then such party may be replaced
by GP III with an entity controlled by the then chief executive officer of MMC
Capital, (II) GM Trident III, LLC has become a Special Assignee pursuant to
Section 9.1(a), then such party may be replaced by GP III with an entity
controlled by the then president of MMC Capital, (III) MH Trident III, LLC has
become a Special Assignee pursuant to Section 9.1(a), then such party may be
replaced by GP III with an entity controlled by the then investment director of
MMC Capital and (IV) subject to the

                                       16
<PAGE>

provisions of Article IX of this Agreement, there shall be no reduction or
dilution of Points held by any Tier 1 Partner without the prior written consent
of such Tier 1 Partner.

          8.2 TRANSFER BY PARTNERS.

          (a) GENERAL. No Partner may assign, sell, convey, pledge, mortgage,
encumber, hypothecate or otherwise transfer in any manner whatsoever (a
"TRANSFER") all or any part of his interest in the Partnership without the
express prior written consent of a majority of the General Partners, PROVIDED
that an Estate Partner may Transfer all or part of its interest without such
consent to the Partner with whom such Estate Partner is affiliated after having
first offered to the Partnership the opportunity to acquire the interest of such
Estate Partner on terms at least as favorable as those of the proposed Transfer.

          (b) CONDITIONS TO TRANSFER. No Transfer of an interest in the
Partnership shall be permitted if (I) such Transfer would result in a violation
of applicable law, including any securities laws, (II) as a result of such
Transfer, either the Partnership or the Fund would be required to register as an
investment company under the Investment Company Act of 1940, as amended, or
(III) such Transfer would result in the Partnership at any time during its
taxable year having more than 100 members, within the meaning of section
1.7704-1(h)(1)(ii) of the Treasury Regulations (taking into account section
1.7704-1(h)(3) of the Treasury Regulations). No attempted or purported Transfer
in violation of this Section 8.2 shall be effective.

          8.3 FURTHER ACTIONS. The Partnership shall cause this Agreement to be
amended to reflect as appropriate the occurrence of any of the events referred
to in this Article VIII, as promptly as is practicable after such occurrence.

                                   ARTICLE IX

                                SPECIAL ASSIGNEES

          9.1 BECOMING A SPECIAL ASSIGNEE.

          (a) TIER 1 PARTNERS. A Tier 1 Partner shall cease to be a Partner and
become a "SPECIAL ASSIGNEE" upon the occurrence of any of the following events:

                    (i) The death or Disability of such Tier 1 Partner or the
          Person with whom such Tier 1 Partner is Associated;

                    (ii) The status of such Tier 1 Partner as a Partner
          hereunder is involuntarily terminated, either with or without Cause,
          by GP III; or

                    (iii) Such Tier 1 Partner voluntarily terminates its status
          as a Partner hereunder.

          (b) TIER 2 PARTNERS. A Tier 2 Partner shall cease to be a Partner and
become a "SPECIAL ASSIGNEE" upon the occurrence of any of the following events:

                    (i) The death or Disability of such Tier 2 Partner;

                                       17
<PAGE>

                    (ii) The status of such Tier 2 Partner as a Partner
          hereunder is involuntarily terminated, either with or without an MMC
          Capital Cause Determination, by the Tier 1 General Partners;

                    (iii) Such Tier 2 Partner voluntarily terminates its status
          as a Partner hereunder; or

                    (iv) Such Tier 2 Partner shall fail to make any Capital
          Contribution when due and such failure shall not have been cured 30
          days after the mailing or delivery of written notice of such failure.

          9.2 CONSEQUENCES OF SPECIAL ASSIGNEE STATUS. On and after the date
that a Partner becomes a Special Assignee, such Special Assignee shall be
treated as a Partner for purposes of Articles III, IV, VI, VII and XII and shall
continue to be bound by the terms of this Agreement (including, without
limitation, Section 4.5) and, subject to Section 12.11, all amendments hereto,
as if such Special Assignee were a Partner, such Partner's Remaining Capital
Commitment shall be reduced to zero, and the Remaining Capital Commitments of
M&M Vehicle, L.P. shall be increased by such reduction. Whenever the act, vote,
consent or decision of the General Partners (or of representatives of the
General Partners on the Investment Committee) is required or permitted pursuant
to this Agreement, Special Assignees of General Partners (or their
representatives) shall not be entitled to perform such act, to participate in
such vote or consent, or to make such decision, and such act, vote, consent or
decision shall be performed, tabulated or made as if such Special Assignee were
not a General Partner.

          9.3 ECONOMIC RIGHTS OF SPECIAL ASSIGNEES.

          (a) TIER 1 PARTNERS.

                    (i) DEATH OR DISABILITY. Subject to Section 9.3(a)(v), if a
          Tier 1 Partner becomes a Special Assignee due to the death or
          Disability of such Tier 1 Partner or the Person with whom such Tier 1
          Partner is Associated, (X) such Tier 1 Partner shall not forfeit any
          of the Points allocated to such Tier 1 Partner with respect to each
          Portfolio Investment then held by the Fund and (y) such Tier 1
          Partner's Minimum Points with respect to any Portfolio Investment made
          after the date on which such Tier 1 Partner shall have become a
          Special Assignee shall be reduced by 50%.

                    (ii) INVOLUNTARY TERMINATION WITH CAUSE. If a Tier 1 Partner
          becomes a Special Assignee due to termination from the Partnership
          with Cause of such Tier 1 Partner or termination of a Tier 1 Partner
          because of the commission of any action constituting Cause by the
          Person with whom such Tier 1 Partner is Associated, (X) such Tier 1
          Partner shall forfeit 100% of the Points allocated to such Tier 1
          Partner with respect to each Portfolio Investment then held by the
          Fund and (Y) the Minimum Points for such Tier 1 Partner with respect
          to any Portfolio Investment made after the date on which such Tier 1
          Partner shall have become a Special Assignee shall become zero unless
          GP III shall restore all or a portion of the Minimum Points.

A judicial determination of Cause may occur after the termination of a Tier 1
Partner. In addition, in the event of a termination for Cause, GP III shall have
the right to purchase or direct

                                       18
<PAGE>

the purchase of such Tier 1 Partner's interest in the Partnership at fair market
value. Fair market value (1) shall be as mutually agreed by the parties,
provided that in the absence of such agreement, fair market value shall be
determined by an independent appraiser mutually agreed to by GP III and by such
Tier 1 Partner, which agreement shall not be unreasonably withheld by either
party, and (2) shall be determined as if the Partnership and the Fund had been
liquidated as of such date. Each of the Partnership, the Tier 1 Partners and GP
III shall cooperate with the appraiser and furnish such information as is
required for it to perform the valuation of such interest. Upon purchase by GP
III or its designee of the interest of such Tier 1 Partner in the Partnership,
such Tier 1 Partner shall have no further interest in the Partnership.

                    (iii) INVOLUNTARY TERMINATION WITHOUT CAUSE. Subject to
          Section 9.3(a)(v), if a Tier 1 Partner becomes a Special Assignee due
          to involuntary termination from the Partnership without Cause or
          voluntary termination from the Partnership for Good Reason of such
          Tier 1 Partner or the Person with whom such Tier 1 Partner is
          Associated, (X) such Tier 1 Partner shall not forfeit any of the
          Points allocated to such Tier 1 Partner with respect to each Portfolio
          Investment then held by the Fund and (y) such Tier 1 Partner's Minimum
          Points with respect to any Portfolio Investment made after the date on
          which such Tier 1 Partner shall have become a Special Assignee shall
          be reduced to zero.

                    (iv) VOLUNTARY TERMINATION. Subject to Section 9.3(a)(v), if
          a Tier 1 Partner becomes a Special Assignee due to the voluntary
          termination from the Partnership of such Tier 1 Partner, (X) such Tier
          1 Partner shall not forfeit any of the Points allocated to such Tier 1
          Partner with respect to each Portfolio Investment then held by the
          Fund and (y) such Tier 1 Partner's Minimum Points with respect to any
          Portfolio Investment made after the date on which such Tier 1 Partner
          shall have become a Special Assignee shall be reduced to zero.

                    (v) CHANGE IN CONTROL. Notwithstanding Sections 9.3(a)(i),
          (iii) and (iv), if a Change in Control has occurred prior to the time
          a Tier 1 Partner becomes a Special Assignee (other than as a result of
          involuntary termination with Cause), (X) such Tier 1 Partner shall not
          forfeit any of the Points allocated to such Tier 1 Partner with
          respect to each Portfolio Investment then held by the Fund and (y)
          such Tier 1 Partner's Minimum Points with respect to any Portfolio
          Investment made after the date on which such Tier 1 Partner shall have
          become a Special Assignee shall remain unchanged, and at no time will
          such Tier 1 Partner's Minimum Points change without such Tier 1
          Partner's consent.

          (b) TIER 2 PARTNERS. If a Tier 2 Partner becomes a Special Assignee,
(I) with respect to each Portfolio Investment made on or after the date such
Tier 2 Partner becomes a Special Assignee, such Tier 2 Partner shall be
allocated zero Points and (II) with respect to each Portfolio Investment then
held by the Fund that was made prior to the date such Tier 2 Partner becomes a
Special Assignee, such Tier 2 Partner shall forfeit a percentage of the Points
allocated to such Tier 2 Partner as specified below:

                                       19
<PAGE>

<TABLE>
<CAPTION>
                    If the Tier 2 Partner                                     Percentage of
                 becomes a Special Assignee                           Points that are Forfeited
                 --------------------------                           -------------------------

<S>                                                                             <C>
During the 12 month period commencing on the later of                           100%
December 4, 2003 and the date such Tier 2 Partner begins
employment with MMC Capital.

During the 12 month period commencing on the first                               80%
anniversary of the later of December 4, 2003 and the date
such Tier 2 Partner begins employment with MMC Capital.

During the 12 month period commencing on the second                              60%
anniversary of the later of December 4, 2003 and the date
such Tier 2 Partner begins employment with MMC Capital.

After the third anniversary of the later of December 4, 2003                     40%
and the date such Tier 2 Partner begins employment with MMC
Capital.

With respect to any Portfolio Investment, after the fourth                        0%
anniversary of the date on which such Portfolio Investment
was made.
</TABLE>

PROVIDED that (A) if such Tier 2 Partner becomes a Special Assignee due to
termination with an MMC Capital Cause Determination, such Tier 2 Partner shall
forfeit 100% of the Points allocated to such Tier 2 Partner with respect to each
Portfolio Investment then held by the Fund that was made prior to the date such
Tier 2 Partner becomes a Special Assignee, (B) if such Tier 2 Partner becomes a
Special Assignee due to death or Disability, such Tier 2 Partner shall forfeit
zero Points with respect to each Portfolio Investment then held by the Fund that
was made prior to the date such Tier 2 Partner becomes a Special Assignee, and
(C) if a Change of Control has occurred before a Tier 2 Partner becomes a
Special Assignee (other than as a result of death, disability or involuntary
termination with an MMC Capital Cause Determination), such Tier 2 Partner shall
not forfeit any of the Points with respect to each Portfolio Investment then
held by the Fund that was made prior to the date such Tier 2 Partner becomes a
Special Assignee.

          If a Tier 2 Partner becomes a Special Assignee other than by reason of
death or Disability, the General Partners shall have the right to purchase or
direct the purchase of such Tier 2 Partner's interest in the Partnership. The
purchase price for such Tier 2 Partner's interest in the Partnership shall be
the fair market value of such interest, which shall be mutually agreed upon by
the parties, PROVIDED, that in the absence of such agreement, fair market value
shall be determined by an independent appraiser selected by the General Partners
and approved by such Tier 2 Partner, which approval shall not be unreasonably
withheld by such Tier 2 Partner. The cost of such appraisal shall be shared
equally by the Partnership and such Tier 2 Partner, and each of the Partnership,
the General Partners and the Tier 2 Partners shall cooperate with the

                                       20
<PAGE>

appraiser and furnish such information as is required for it to perform the
valuation of such interest. Fair market value as of any date shall be determined
as if the Partnership and the Fund had been liquidated as of such date. Upon
purchase by the General Partners or their designees of the interest of such Tier
2 Partner in the Partnership, such Tier 2 Partner shall have no further interest
in the Partnership.

                                   ARTICLE X

                   DURATION AND TERMINATION OF THE PARTNERSHIP

          10.1 DURATION. There shall be a dissolution of the Partnership, and
its affairs shall be wound up, upon the first to occur of any of the following
events:

                    (a) the day after the second anniversary of the last day of
          the Term of the Fund;

                    (b) the decision, made by all of the General Partners, to
          dissolve the Partnership; or

                    (c) the entry of a decree of judicial dissolution of the
          Partnership pursuant to the Partnership Law.

          10.2 WINDING UP. Upon the dissolution of the Partnership, the General
Partners (or any duly elected liquidating trustee or other duly designated
representative) shall use all commercially reasonable efforts to liquidate all
of the Partnership assets in an orderly manner and apply the proceeds of such
liquidation as set forth in Section 10.3, provided that if in the good faith
judgment of the General Partners (or such liquidating trustee or other
representative) a Partnership asset should not be liquidated, the General
Partners (or such liquidating trustee or other representative) shall allocate,
on the basis of the Value of any Partnership assets not sold or otherwise
disposed of, any unrealized gain or loss based on such Value to the Partners'
Capital Accounts as though the assets in question had been sold on the date of
distribution and, after giving effect to any such adjustment, distribute said
assets in accordance with Section 10.3, subject to the priorities set forth in
Section 10.3, and provided, further, that the General Partners (or such
liquidating trustee or other representative) will in good faith attempt to
liquidate sufficient Partnership assets to satisfy in cash (or make reasonable
provision for) the debts and liabilities referred to in Section 10.3.

          10.3 FINAL DISTRIBUTION. After the application or distribution of the
proceeds of the liquidation of the Partnership's assets in one or more
installments to the satisfaction of the liabilities of the Partnership to
creditors of the Partnership, including to the satisfaction of the expenses of
the winding-up, liquidation and dissolution of the Partnership (whether by
payment or the making of reasonable provision for payment thereof), the
remaining proceeds, if any, plus any remaining assets of the Partnership shall,
by the end of the taxable year of the Partnership in which the liquidation
occurs (or, if later, within 90 days after the date of such liquidation), be
distributed in accordance with the provisions of Section 4.3.

          10.4 TIME FOR LIQUIDATION, ETC. A reasonable time period shall be
allowed for the orderly winding up and liquidation of the assets of the
Partnership and the discharge of liabilities

                                       21
<PAGE>

to creditors so as to enable the Partnership to seek to minimize potential
losses upon such liquidation. The provisions of this Agreement shall remain in
full force and effect during the period of winding up and until the filing of a
certificate of cancellation of the Statement/notice of dissolution with the
Registrar of Exempted Limited Partnerships of the Cayman Islands.

          10.5 TERMINATION. Upon completion of the foregoing, any General
Partner (or any duly elected liquidating trustee or other duly designated
representative) shall execute, acknowledge and cause to be filed a certificate
of cancellation of the Statement/notice of dissolution with the Registrar of
Exempted Limited Partnerships of the Cayman Islands. Such notice of dissolution
will not be filed by a General Partner (or such liquidating trustee or other
representative) prior to the third anniversary of the last day of the Term
unless otherwise required by law.

          10.6 BANKRUPTCY OF A PARTNER. The bankruptcy (as defined in the
Partnership Law) of a Partner shall not cause such Partner to cease to be a
member of the Partnership, and upon the occurrence of such an event, the
business of the Partnership shall continue without dissolution.

          10.7 DEATH, LEGAL INCAPACITY, ETC. The death, bankruptcy, dissolution,
insanity, incompetency, other legal incapacity, or retirement, expulsion or
resignation from the Partnership of a Partner or the occurrence of any other
event that causes a Partner to cease to be a member of the Partnership, or the
status of any Partner as a Special Assignee, shall not cause the dissolution or
termination of the Partnership, and the Partnership, notwithstanding such event,
shall continue without dissolution upon the terms and conditions provided in
this Agreement and in accordance with the Partnership Law, and each Partner, by
executing this Agreement, agrees to such continuation of the Partnership without
dissolution.

                                   ARTICLE XI

                                   DEFINITIONS

          11.1 DEFINITIONS. As used in this Agreement, the following terms have
the following meanings (each such meaning to be equally applicable to the
singular and plural forms of the respective terms so defined):

          "ADDITIONAL PARTNER": As defined in Section 8.1.

          "ADJUSTMENT DATE": The last day of each fiscal year of the Partnership
and any other date that the General Partners, in their sole discretion, deem
appropriate for an interim closing of the Partnership's books.

          "AFFILIATE": With respect to any specified Person, (A) a Person that,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the Person specified, (B) a
trust or other estate in which such Person has a substantial beneficial interest
or as to which such Person serves as trustee or in another similar fiduciary
capacity, and (C) any relative or spouse of such Person, or any relative of such
spouse, who has the same home as such Person, PROVIDED that, for purposes of
this Agreement, none of the Portfolio Companies shall be deemed to be Affiliates
of the Partnership.

          "AGREEMENT": As defined in the preamble hereto.

                                       22
<PAGE>

          "ASSOCIATED": CD Trident III, LLC is associated with Charles A. Davis;
GM Trident III, LLC is associated with Garrett M. Moran; MH Trident III, LLC is
associated with Meryl D. Hartzband.

          "BRIDGE FINANCING": As defined in the Fund Agreement.

          "BUSINESS DAY": Any day on which banks located in New York City are
not required or authorized by law to remain closed.

          "CAPITAL ACCOUNT": As defined in Section 3.2.

          "CAPITAL COMMITMENT": With respect to any Partner, the amount set
forth opposite the name of such Partner on the Partnership Register under the
heading "Capital Commitment".

          "CAPITAL CONTRIBUTION": With respect to any Partner, the amount of
capital contributed by such Partner to the Partnership pursuant to Section 3.1.

          "CAUSE": With respect to any Person or the Partner with which such
Person is Associated shall mean (A) the conviction of such Person for any felony
or (B) the final determination by a court of competent jurisdiction that such
Person has engaged in (I) misconduct that causes actual material injury to MMC
or one of its material Affiliates or (II) gross negligence or material willful
misfeasance relating to such Person's work at MMC Capital.

          "CERTIFICATE": As defined in Section 12.10.

          "CHANGE IN CONTROL": the occurrence of any of the following events:

                    (a) any "person," as such term is used in Sections 13(d) and
          14(d) of the Exchange Act (other than MMC, any trustee or other
          fiduciary holding securities under an employee benefit plan of MMC or
          any corporation owned, directly or indirectly, by the stockholders of
          MMC in substantially the same proportions as their ownership of stock
          of MMC), is or becomes the "beneficial owner" (as defined in Rule
          13d-3 under the Exchange Act), directly or indirectly, of securities
          of MMC representing 50% or more of the combined voting power of MMC's
          then outstanding voting securities;

                    (b) during any period of not more than two consecutive
          years, individuals who at the beginning of such period constitute the
          MMC board, and any new director whose election by MMC board of
          directors or nomination for election by MMC's stockholders was
          approved by a vote of at least two-thirds of the directors of the MMC
          board then still in office who either were directors of the MMC board
          at the beginning of the period or whose election or nomination for
          election was previously so approved, cease for any reason to
          constitute at least a majority thereof;

                    (c) the stockholders of MMC approve a merger or
          consolidation of MMC with any other corporation, other than (I) a
          merger or consolidation which would result in the voting securities of
          MMC outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or by being converted into voting
          securities of the surviving or parent entity) 50% or more of the
          combined voting power of the voting

                                       23
<PAGE>

          securities of MMC or such surviving or parent entity outstanding
          immediately after such merger or consolidation, or (II) a merger or
          consolidation effected to implement a recapitalization of MMC (or
          similar transaction) in which no "person" (as herein above defined)
          acquired 50% or more of the combined voting power of the then
          outstanding securities of MMC;

                    (d) the stockholders of MMC approve a plan of complete
          liquidation of MMC or an agreement for the sale or disposition by MMC
          of all or substantially all of MMC's assets (or any transaction having
          a similar effect); or

                    (e) MMC no longer owns at least 50% of the value and voting
          power of MMC Capital.

          "CLAIMS": As defined in Section 6.3(a).

          "CLAWBACK AMOUNT": As defined in Section 4.5.

          "CODE": The Internal Revenue Code of 1986, as amended.

          "CORPORATE AGENTS": As defined in Section 5.2(g).

          "COVERED PERSON": A Partner; any Person that, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with the Partnership or any of the Partners or is Associated with
any of the Partners; any officers, directors, shareholders, controlling Persons,
partners, employees, representatives or agents (or any of their Affiliates) of a
Partner or of the Partnership (including, without limitation, members of the
Investment Committee), or of any of their respective Affiliates; and any Person
who was, at the time of the act or omission in question, such a Person.

          "DAMAGES": As defined in Section 6.3(a).

          "DISABILITY": In the case of any Partner, as set forth in the Marsh &
McLennan Companies Benefit Program, or, in the case of a Tier 1 Partner, if
different, the employment agreement of such Tier 1 Partner or the Person with
whom such Tier 1 Partner is Associated.

          "ESTATE PARTNER": Any trust or family partnership formed for the
purpose of estate planning by a Tier 1 Partner to which such Tier 1 Partner
transfers all or any portion of its interest in the Partnership pursuant to
Section 8.2 and which is designated on the Partnership Register as an Estate
Partner.

          "EXCHANGE ACT": The Securities Exchange Act of 1934, as amended.

          "FISCAL YEAR": As defined in Section 1.3.

          "FUND": Trident III, L.P., a Cayman Islands exempted limited
partnership, and it successors and assigns.

                                       24
<PAGE>

          "FUND AGREEMENT": The limited partnership agreements of the Fund, as
amended and restated from time to time.

          "GENERAL PARTNER": As defined in the preamble to this Agreement.

          "GOOD REASON": With respect to any Person Associated with a Tier 1
Partner or with respect to the Tier 1 Partner with which such Person is
Associated, shall mean the occurrence of one or more of the following events
(unless in the case of clause (a), (b), (c) or (d) below, such occurrence is
cured by MMC Capital within 30 days of receipt of notice by MMC Capital
regarding such occurrence):

                    (a) a reduction in such Person's base salary or consulting
          fee; failure to pay to such Person, at the time such payments are
          required to be made, the bonus or performance payments, if any,
          described in such Person's employment or consulting agreement with MMC
          Capital; failure to award to such Person participation in future MMC
          Capital investments in accordance with such Person's employment or
          consulting agreement with MMC Capital, or make any required payments
          pursuant to such award; or the elimination of MMC equity opportunity
          referred to in such Person's employment or consulting agreement with
          MMC Capital.

                    (b) the failure to continue such Person in the position
          described in such Person's employment or consulting agreement with MMC
          Capital or a more senior position (unless MMC Capital has notified
          such Person in writing of the existence for the basis for Cause or as
          otherwise provided such Person's employment or consulting agreement
          with MMC Capital) or such Person's removal from such position;

                    (c) material diminution in such Person's duties, or
          assignment of duties materially inconsistent with such Person's
          position;

                    (d) relocation of such Person's principal office location
          other than as permitted pursuant to such Person's employment or
          consulting agreement with MMC Capital;

                    (e) a Change in Control of MMC or a Change in Control of MMC
          Capital. "GP III": As defined in the preamble to this Agreement.

          "HOLDBACK ACCOUNT": As defined in Section 4.4.

          "INITIAL AGREEMENT": As defined in the preamble to this Agreement.

          "INITIAL LIMITED PARTNER" shall mean David J. Wermuth, Esq.

          "INVESTMENT COMMITTEE": A committee of the Partnership formed to act
pursuant to Section 5.2(e), consisting of one representative of each of the
General Partners and one representative selected by unanimous vote of the
General Partners. The members are initially: Charles A. Davis representing CD
Trident III, LLC; Garrett M. Moran representing GM Trident III, LLC; Meryl D.
Hartzband representing MH Trident III, LLC; Jeffrey W. Greenberg

                                       25
<PAGE>

representing GP III; and A.J.C. Smith selected by unanimous vote of the General
Partners. The members will include: (A) upon the death or resignation of any
member or the removal of such member by the General Partner such member
represents, the successor to such member (I) selected by the General Partner
that such member represented and (II) other than in the case of GP III, approved
by a majority of the other General Partners; and (B) upon the admission of a
General Partner pursuant to Section 8.1(c), a representative of such General
Partner (I) selected by such General Partner and (II) approved by a majority of
the other General Partners.

          "LIMITED PARTNER": As defined in the preamble to this Agreement.

          "MEMO ACCOUNT": As defined in Section 3.2(b).

          "MMC CAPITAL": MMC Capital, Inc., a Delaware corporation, and any
successors and assigns thereof.

          "MMC CAPITAL CAUSE DETERMINATION" shall mean, with respect to any Tier
2 Limited Partner, (A) the conviction of such Tier 2 Limited Partner for any
felony and (B) a determination (made in a reasonable manner) by the Tier 1
General Partners that such Tier 2 Limited Partner has committed one or more acts
involving gross negligence or willful misconduct.

          "MMC": Marsh & McLennan Companies, Inc., a Delaware corporation, and
any successors and assigns thereof.

          "MINIMUM POINTS": With respect to each Partner and as of any date, the
minimum number of Points that may be allocated to such Partner with respect to
any Portfolio Investment to be made on or after such date.

          "PARTNER": As defined in the preamble to this Agreement.

          "PARTNERSHIP": As defined in the preamble to this Agreement.

          "PARTNERSHIP EXPENSES": The costs and expenses that, in the good faith
judgment of the General Partners, arise out of or are incurred in connection
with the organization and operation of the Partnership, including, without
limitation, legal, and accounting expenses, extraordinary expenses and
indemnification obligations.

          "PARTNERSHIP LAW": The Exempted Limited Partnership Law (2003
Revision) of the Cayman Islands, as amended, and any successor to such statute.

          "PARTNERSHIP REGISTER": As defined in Section 1.1(c).

          "PERIOD": For the first Period, the period commencing on the date of
this Agreement and ending on the next Adjustment Date, and for all succeeding
Periods, the period commencing on the day after an Adjustment Date and ending on
the next Adjustment Date.

          "PERSON": Any individual, entity, corporation, company, partnership,
association, limited liability company, joint-stock company, trust or
unincorporated organization.

                                       26
<PAGE>

          "POINTS": As defined in Section 4.2(a).

          "PORTFOLIO COMPANY": As defined in the Fund Agreement.

          "PORTFOLIO INVESTMENT": As defined in the Fund Agreement.

          "PREFERENCE AMOUNT": With respect to each Additional Partner indicated
on the Partnership Register as being subject to the provision for Preference
Amounts, determined only as of the date of a distribution made pursuant to
Section 4.3(b)(iii) and only with respect to Portfolio Investments made on or
after the date of admission of such Additional Partner, an amount equal to the
difference between (A) solely with respect to Portfolio Investments made prior
to, and disposed of after, the date of admission of such Additional Partner, the
sum of the amounts that would have previously been distributed to such
Additional Partner pursuant to Section 4.3(b)(iii) if such Additional Partner
had been allocated with respect to all such Portfolio Investments (subject to
Section 9.3(b)) the Minimum Points listed with respect to such Additional
Partner on the Partnership Register as of the date of admission of such
Additional Partner and (B) the sum of all amounts previously distributed to such
Additional Partner pursuant to Section 4.3(b)(iii)(2), PROVIDED that Section 4.4
shall be disregarded solely for purposes of determining the amounts described in
clauses (a) and (b). For the avoidance of doubt, Section 4.4 shall apply to
distributions of amounts described in Section 4.3(b)(iii)(2).

          "PRIME RATE": As defined in the Fund Agreement.

          "PROCEEDING": As defined in Section 6.3(a).

          "REMAINING CAPITAL COMMITMENT": For any Partner, the excess of (A)
such Partner's Capital Commitment over (B) the aggregate amount of such
Partner's Capital Contributions, as adjusted pursuant to Section 9.2.

          "SECURITIES": Shares of capital stock, limited partner interests,
limited liability company interests, warrants, options, bonds, notes, debentures
and other securities and equity and debt interests of whatever kind of any
Person, whether or not publicly traded or readily marketable.

          "SHORTFALL": For any Portfolio Investment, the amount equal to 10% of
the additional amount that would be required to be distributed in respect of
such Portfolio Investment pursuant to section 6.3 of the Fund Agreement so that
no further amount would be distributable pursuant to section 6.3(a) of the Fund
Agreement in respect of such Portfolio Investment, including all capital
contributions to the Fund by the partners of the Fund used to fund Partnership
Expenses and Organizational Expenses (as such terms are defined in the Fund
Agreement) apportioned to such Portfolio Investments pursuant to section 6.6(c)
of the Fund Agreement.

          "SPECIAL ASSIGNEE": As defined in Section 9.1.

          "STATEMENT": As defined in the Fund Agreement.

          "SUBSCRIPTION AGREEMENTS": The subscription agreements between the
Fund and each of its limited partners.

                                       27
<PAGE>

          "TARGET AMOUNT": For any Portfolio Investment, the amount equal to the
amount that would have been distributable pursuant to Section 4.3(b)(iii) in
respect of such Portfolio Investment if such Portfolio Investment were the sole
Portfolio Investment made by the Fund and if the sole Partnership Expenses and
Organizational Expenses (as such terms are defined in the Fund Agreement)
incurred were the portion of the Partnership Expenses and Organizational
Expenses apportioned to such Portfolio Investment pursuant to section 6.6(c) of
the Fund Agreement.

          "TEMPORARY INVESTMENT": As defined in the Fund Agreement.

          "TERM": As such term will be defined in the Fund Agreement.

          "TIER 1 GENERAL PARTNER": Each of CD Trident III, LLC, GM Trident III,
LLC and MH Trident II, LLC or any other General Partner admitted in accordance
with Section 8.1(b) and listed on the Partnership Register as a Tier 1 General
Partner.

          "TIER 1 PARTNER": Each of the Tier 1 General Partners, Charles A.
Davis, Garrett M. Moran and Meryl D. Hartzband, each of their respective Estate
Partners, if any, and any other Partner admitted in accordance with Section
8.1(a) and listed on the Partnership Register as a Tier 1 Partner.

          "TIER 2 PARTNER": Any Partner admitted in accordance with Section
8.1(a) and listed on the Partnership Register as a Tier 2 Partner.

          "TRANSFER": As defined in Section 8.2(a).

          "TREASURY REGULATIONS": The Regulations of the Treasury Department of
the United States issued pursuant to the Code.

          "VALUE": As defined in the Fund Agreement, PROVIDED that the
provisions in the Fund Agreement regarding the board of advisors of the Fund
shall not apply to assets or Securities not held by the Fund.

                                  ARTICLE XII

                                  MISCELLANEOUS

12.1 NOTICES. All notices, requests, demands and other communications relating
to this Agreement shall be in writing and shall be deemed to have been duly
given if (A) delivered in person, (B) mailed by registered or certified mail,
return receipt requested and first-class postage paid, or (C) mailed by
overnight or next day express mail, as follows: (1) if to one or more of the
Partners, at the addresses set forth on the Partnership's books and records, (2)
if to the Partnership, at the address referred to in Section 1.4, or (3) to such
other address as any Partner (or a General Partner on behalf of the Partnership)
shall have last designated by notice to the Partnership and the other Partners,
as the case may be. Notices given in person, or by facsimile transmission
followed by a confirmation by an officer of a General Partner, shall be deemed
to have been made when given (and, in the case of facsimile, confirmed). Notices
mailed in

                                       28
<PAGE>

accordance with the first sentence of this Section 12.1 shall be deemed to have
been given and made three days following the date so mailed.

          12.2 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute a single agreement.

          12.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and the
headings of the articles and sections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof.

          12.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided
herein, this Agreement shall be binding upon and inure to the benefit of the
Partners and the Initial Limited Partner and their respective legal
representatives, heirs, administrators, executors, successors, and permitted
assigns.

          12.5 SEVERABILITY. Every term and provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal or invalid
for any reason whatsoever, such term or provision will be enforced to the
maximum extent permitted by law and, in any event, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.

          12.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS, ALL RIGHTS AND
REMEDIES BEING GOVERNED BY CAYMAN ISLANDS LAW, WITHOUT REGARD TO CONFLICTS OF
LAWS RULES.

          12.7 CONFIDENTIALITY. Each Partner agrees that he, she or it shall
keep confidential and not disclose to any third Person or use for his own
benefit, without the written consent of the General Partners, any trade secrets
or confidential or proprietary information with respect to the Partnership, the
Fund or any Portfolio Company, or any of its or their Affiliates, PROVIDED that
a Partner may disclose any such information (A) as has become generally
available to the public other than as a result of a disclosure by a Partner or
his or her representative, (B) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or national (including
foreign) regulatory body having or claiming to have jurisdiction over such
Partner, (c) as may be required in response to any summons or subpoena or in
connection with any litigation, (D) to the extent necessary in order to comply
with any law, order, regulation or ruling applicable to such Partner, and (E)
that constitutes U.S. federal income tax treatment or tax structure of the
Partnership (including transactions undertaken by the Partnership) and all
materials of any kind (including opinions or other tax analyses) that are
provided to such Limited Partner relating to such tax treatment and tax
structure; and PROVIDED FURTHER that, to the extent permitted by applicable law
and not restricted by confidentiality or other agreements, arrangements or
requirements to which the Partnership, any Portfolio Company, the Fund or any of
their Affiliates are bound, such Partner may, after becoming a Special Assignee,
disclose to third persons the performance of investments made by the Fund while,
he, she or it was a Partner solely for the purpose of providing information
relating to such Special Assignee's track record, but nothing in this proviso
shall authorize any Partner or Special Assignee to retain or to disclose to any
third Person any books, records, documents or other written materials held by
such

                                       29
<PAGE>

Partner or available to such Partner before becoming a Special Assignee
containing information of the kind described in this sentence before the first
proviso.

          12.8 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each Partner
pursuant to Section 4.5, Article VI and Section 12.7 shall survive the
termination or expiration of this Agreement and the dissolution, winding up and
termination of the Partnership.

          12.9 WAIVER OF PARTITION. Except as may be otherwise provided by law
in connection with the dissolution, winding up and liquidation of the
Partnership, each Partner hereby irrevocably waives any and all rights that he,
she or it may have to maintain an action for partition of any of the
Partnership's property.

          12.10 POWER OF ATTORNEY. Subject to Section 12.11, each Limited
Partner does hereby irrevocably constitute and appoint each General Partner,
with full power of substitution, the true and lawful attorney-in-fact and agent
of such Partner, to execute, acknowledge, verify, swear to, deliver, record and
file, in his or her name, place and stead, all instruments, documents and
certificates which may from time to time be required by the laws of the Cayman
Islands, the United States of America, the State of Connecticut, the State of
New York, and any other jurisdiction in which the Partnership conducts or plans
to conduct business, or any political subdivision or agency thereof, to
effectuate, implement and continue the valid existence and business of the
Partnership, including, without limitation, the power and authority to execute,
verify, swear to, acknowledge, deliver, record and file:

                    (a) all certificates and other instruments, including,
          without limitation, any amendments to this Agreement or to the
          Certificate of Formation of the Partnership (the "CERTIFICATE"), that
          the General Partners deem appropriate to form, qualify or continue the
          Partnership as an exempted limited partnership in the Cayman Islands
          and all other jurisdictions in which the Partnership conducts or plans
          to conduct business;

                    (b) all instruments that the General Partners deem
          appropriate to reflect any amendment to this Agreement or the
          Certificate (i) to satisfy any requirements, conditions, guidelines or
          opinions contained in any opinion, directive, order, ruling or
          regulation of the Securities and Exchange Commission, the Internal
          Revenue Service, or any other United States federal or state agency,
          or in any United States federal or state statute, compliance with
          which the General Partners deem to be in the best interests of the
          Partnership, (II) to change the name of the Partnership or (III) to
          cure any ambiguity or correct or supplement any provision herein or
          therein contained that may be incomplete or inconsistent with any
          other provision herein or therein contained;

                    (c) all conveyances and other instruments that the General
          Partners deem appropriate to reflect and effect the dissolution and
          termination of the Partnership pursuant to the terms of this
          Agreement, including without limitation the filing of a notice of
          dissolution as provided for in Article X;

                    (d) all instruments relating to duly authorized (I)
          Transfers of interests of Partners, (II) admissions of Additional
          Partners, (III) changes in the Capital Commitment,

                                       30
<PAGE>

          Minimum Points or Points of any Partner or (IV) duly adopted
          amendments to this Agreement, all in accordance with the terms of this
          Agreement;

                    (e) certificates of assumed name and such other certificates
          and instruments as may be necessary under the fictitious or assumed
          name statutes from time to time in effect in the Cayman Islands and
          any other jurisdiction in which the Partnership conducts or plans to
          conduct business; and

                    (f) any other instruments determined by the General Partners
          to be necessary or appropriate in connection with the proper conduct
          of the business of the Partnership and that do not adversely affect
          the interests of the Partners.

          Such attorney-in-fact and agent shall not, however, have the right,
power or authority to amend or modify this Agreement when acting in such
capacities, except to the extent authorized herein. This power of attorney shall
not be affected by the subsequent disability or incompetence of the principal.

          The power of attorney granted herein shall be deemed to be coupled
with an interest, shall be irrevocable, shall survive the death, dissolution,
bankruptcy or legal disability of each of the Partners and shall extend to their
successors and assigns. The power of attorney granted herein may be exercised by
such attorney-in-fact and agent for all Partners of the Partnership (or any of
them) by listing all (or any) of such Partners required to execute any such
instrument on the signature page of such instrument, and signing such instrument
at the end of such list, acting as attorney-in-fact. Any person dealing with the
Partnership may conclusively presume and rely upon the fact that any instrument
referred to above, executed by such attorney-in-fact and agent, is authorized,
regular and binding, without further inquiry. If required, the Partners shall
execute and deliver to the Partnership, within five Business Days after receipt
of a request therefor, such further designations, powers of attorney or other
instruments as the General Partners shall reasonably deem necessary for the
purposes hereof.

          12.11 MODIFICATIONS. Except as otherwise expressly provided herein,
this Agreement may be modified or amended, and any provision hereof may be
waived only upon the written consent of each of the General Partners, PROVIDED
that, except for modifications in the nature of technical corrections to Section
3.2(b) or the definitions referred to therein or Section 4.3(b)(iii) designed to
carry out the intent described in Section 3.2(b), no such modification,
amendment or waiver that would (A) adversely alter (I) any Partner's economic
interest in the Partnership (including, without limitation, such Partner's
Capital Commitment, Minimum Points, Points allocated with respect to any
Portfolio Investment, Capital Contribution, obligations pursuant to Section 4.5,
or right to or timing of distributions), voting rights contained in Article V
hereof (solely with respect to General Partners), rights under the liability,
exculpation and indemnification provisions in Article VI hereof, right to
receive information, or the definition of Partnership Expenses or (II) the tax
consequences to such Partner relating to the Partnership which would
discriminate against such Partner vis-a-vis the other Partners, as applicable,
or (B) extend or increase any financial obligation or liability of such Partner,
shall be effective without the consent, in each case, of such Partner, as
applicable.

                                       31
<PAGE>

          12.12 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the Partners and between the Partners and the Initial Limited
Partner with respect to the subject matter hereof and supersedes any prior
agreement or understanding, both written and oral, among them with respect to
such subject matter.

          12.13 FURTHER ACTIONS. Each Partner shall execute and deliver such
other certificates, agreements and documents, and take such other actions, as
may reasonably be requested by the Partnership in connection with the formation
of the Partnership and the achievement of its purposes, including, without
limitation, (A) any documents that the General Partners deem necessary or
appropriate to form, qualify or continue the Partnership as a limited
partnership in all jurisdictions in which the Partnership conducts or plans to
conduct business and (B) all such agreements, certificates, tax statements and
other documents as may be required to be filed in respect of the Partnership.












                                       32
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written, and have indicated,
where appropriate, their Capital Commitments in the spaces below provided next
to their names.

                                            INITIAL LIMITED PARTNER:
                                            -----------------------
                                            SOLELY TO REFLECT THE WITHDRAWAL OF
                                            THE INITIAL LIMITED PARTNER FOR
                                            PURPOSES OF SECTION 1.1(B):



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



                                            GENERAL PARTNERS:
                                            ----------------


                                            MMC GP III, INC.


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:


                                            CD TRIDENT III, LLC


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:


                                            GM TRIDENT III, LLC


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:


                                            MH TRIDENT III, LLC


               $                            By:
               ----------------------          ----------------------------
                 Capital Commitment         Name:
                                            Title:



<PAGE>

                          LIMITED PARTNERS OF TRIDENT CAPITAL III, L.P.:


























<PAGE>

                                TABLE OF CONTENTS

Section                                                                    Page
-------                                                                    ----
                                    ARTICLE I

                               ORGANIZATION, ETC.

1.1    Continuation............................................................1
1.2    Name and Offices........................................................2
1.3    Fiscal Year.............................................................2

                                   ARTICLE II

                               PURPOSES AND POWERS

2.1    Purposes................................................................2
2.2    Powers of the Partnership...............................................2

                                   ARTICLE III

              CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; ALLOCATIONS

3.1    Capital Contributions...................................................4
3.2    Capital Accounts; Memo Accounts.........................................4
3.3    Adjustments to Capital Accounts.........................................5
3.4    Allocations.............................................................5
3.5    Tax Matters.............................................................5
3.6    Negative Capital Accounts...............................................5
3.7    Excused Investment......................................................6
3.8    Estate Partners.........................................................6

                                   ARTICLE IV

                           DISTRIBUTIONS; WITHHOLDING

4.1    Withdrawal of Capital...................................................6
4.2    Sharing of Carried Interest; Points.....................................6
4.3    Distributions...........................................................7
4.4    Holdback for Tier 2 Partners Pending Dissolution of the Partnership.....9
4.5    Return of Distributions.................................................9
4.6    Limitations on Distributions...........................................10
4.7    Withholding............................................................10

                                    ARTICLE V

                               MANAGEMENT; VOTING

5.1    Partners...............................................................11
5.2    The General Partners...................................................11
5.3    Ability to Bind the Partnership........................................12


                                     i
<PAGE>

5.4    Actions and Determinations of the Partnership..........................12
5.5    Voting.................................................................12
5.6    Discretion.............................................................13

                                   ARTICLE VI

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

6.1    Liability..............................................................13
6.2    Exculpation............................................................13
6.3    Indemnification........................................................14

                                   ARTICLE VII

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

7.1    Books and Records......................................................15
7.2    United States Federal, State and Local Income Tax Information..........16
7.3    Reports to Partners....................................................16

                                  ARTICLE VIII

                   ADMISSION OF ADDITIONAL PARTNERS; TRANSFERS

8.1    Admission of Additional Partners.......................................16
8.2    Transfer by Partners...................................................17
8.3    Further Actions........................................................17

                                   ARTICLE IX

                                SPECIAL ASSIGNEES

9.1    Becoming a Special Assignee............................................17
9.2    Consequences of Special Assignee Status................................18
9.3    Economic Rights of Special Assignees...................................18

                                    ARTICLE X

                   DURATION AND TERMINATION OF THE PARTNERSHIP

10.1   Duration...............................................................21
10.2   Winding Up.............................................................21
10.3   Final Distribution.....................................................21
10.4   Time for Liquidation, etc..............................................21
10.5   Termination............................................................22
10.6   Bankruptcy of a Partner................................................22
10.7   Death, Legal Incapacity, etc...........................................22

                                       ii

<PAGE>

                                   ARTICLE XI

                                   DEFINITIONS

11.1   Definitions............................................................22

                                   ARTICLE XII

                                  MISCELLANEOUS

12.1   Notices................................................................28
12.2   Counterparts...........................................................29
12.3   Table of Contents and Headings.........................................29
12.4   Successors and Assigns.................................................29
12.5   Severability...........................................................29
12.6   Governing Law..........................................................29
12.7   Confidentiality........................................................29
12.8   Survival of Certain Provisions.........................................30
12.9   Waiver of Partition....................................................30
12.10  Power of Attorney......................................................30
12.11  Modifications..........................................................31
12.12  Entire Agreement.......................................................32
12.13  Further Actions........................................................32



Schedule A

                                      iii

</TEXT>
</DOCUMENT>
